These Terms of Service ("Terms") govern access to and use of Ordime, including the Ordime website, platform, applications, tenant workspaces, online booking functionality, communications features, integrations, support services and related services (collectively, the Service).
The Service is operated by:
Ordime Pty Ltd
ABN 95 700 576 978
Victoria 3550, Australia
Email: legal@ordime.com.au
By creating an account, creating or joining a workspace, starting a trial, subscribing to Ordime or otherwise accessing or using the Service, you agree to these Terms.
If you create an account or use the Service on behalf of a business or other organisation, you represent that you have authority to bind that business or organisation to these Terms.
If you do not agree to these Terms, you must not use the Service.
1. Definitions
In these Terms:
Account means an individual user account used to access Ordime.
Authorised User means an individual authorised by a Customer to access its Workspace.
Client means a customer, patient, prospective customer, recipient of services or other individual whose information is entered into Ordime by a Customer or its Authorised Users.
Customer, you or your means the business or organisation that creates, owns or subscribes to a Workspace and, where the context requires, its Authorised Users.
Customer Data means information, records, documents, files, images, communications, and other data submitted to, created within or stored using the Service by or on behalf of a Customer, including Client information.
Ordime, we, us or our means Ordime Pty Ltd.
Subscription means a paid subscription giving a Customer access to the Service.
Workspace means the separate Ordime environment established for a particular Customer.
2. Business use only
Ordime is a business-to-business service.
The Service is intended for businesses, sole traders, companies, partnerships, professional practices and other organisations operating businesses such as medical aesthetics clinics, skin clinics, beauty salons, barbers, studios, allied health practices and other service-based businesses.
You must not create a Workspace primarily for personal, domestic or household use.
You must be at least 18 years old to create an Account or enter into a Subscription.
If you use Ordime on behalf of a company, partnership, trust or other organisation, you warrant that:
you have authority to act on its behalf;
the information you provide is accurate;
you have authority to accept these Terms on its behalf; and
the organisation will be responsible for use of the Service by its Authorised Users.
3. The Ordime Service
Ordime provides business-management software that may include functionality relating to:
appointment scheduling;
online bookings;
Client management;
customer and treatment records;
products and services;
invoicing and credit notes;
payments and deposits;
staff management;
rostering;
multi-location business management;
inventory and stock management;
asset management;
reporting;
promotions and rewards;
email and SMS communications;
business administration;
integrations with third-party services;
support;
community functionality; and
other functionality introduced from time to time.
Features available to a particular Customer may depend on its Subscription, configuration, location, account status or other eligibility requirements.
We may improve, modify, add to or remove features as Ordime develops.
Unless expressly agreed otherwise in writing, the availability of a feature at a particular time does not constitute a promise that the feature will remain unchanged or permanently available.
4. Licence to use Ordime
Subject to these Terms and payment of applicable fees, Ordime grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Service during its Subscription for its internal business purposes.
This licence does not transfer ownership of Ordime or any part of the Service to the Customer.
The Customer must use the Service only in accordance with:
these Terms;
its Subscription;
applicable documentation and policies;
applicable laws; and
any reasonable technical or security requirements communicated by Ordime.
5. Accounts and Workspace ownership
Each Workspace must have an owner or other designated account with authority to administer the Workspace.
The Workspace owner and authorised administrators are responsible for:
determining who may access the Workspace;
assigning appropriate roles and permissions;
removing access when a person no longer requires it;
maintaining accurate staff and user information;
managing the Subscription;
maintaining appropriate internal business controls; and
ensuring Authorised Users comply with these Terms.
A Customer is responsible for activity undertaken through its Workspace by its Authorised Users, except to the extent the activity results from a security failure attributable to Ordime.
The Customer must promptly notify Ordime if it becomes aware of unauthorised access to an Account or Workspace.
6. Individual accounts and prohibition on account sharing
Each person accessing Ordime must use their own Account and credentials.
Account sharing is strictly prohibited.
In particular:
one Account must not be shared between multiple staff members;
passwords or authentication credentials must not be shared;
one staff Account must not be used to avoid user, staff or Subscription limits;
each bookable staff member must have their own individual Account where required by the Service; and
Customers must not deliberately misrepresent the number of users, staff members, locations or other billable resources used by their business.
Customers are responsible for ensuring that their Authorised Users protect their login credentials.
Ordime may suspend or terminate Accounts or Workspaces where account sharing or deliberate circumvention of Subscription or security controls occurs.
7. Account security
You must take reasonable steps to maintain the security of your Account and Workspace.
You must not:
allow unauthorised persons to use your Account;
disclose passwords or authentication credentials;
deliberately disable or circumvent security controls;
impersonate another user;
access another Customer's Workspace without authority; or
attempt to obtain access to data you are not authorised to access.
Where available, Ordime may provide security functionality including multi-factor authentication, session controls, verification mechanisms, audit logs and access permissions.
No security system can guarantee absolute security. Customers remain responsible for implementing appropriate internal security practices within their own business.
8. Free trial
Ordime may provide eligible Customers with a 30-day free trial.
Unless otherwise expressly stated:
a free trial provides temporary access to the Service without Subscription fees;
the trial does not guarantee continued access after the trial period;
the Customer must start a paid Subscription to continue using Ordime after the trial expires; and
access to the Workspace may be restricted or disabled when the trial expires if a Subscription has not been established.
Starting a free trial does not itself create an obligation to purchase a Subscription unless the Customer separately authorises a paid Subscription.
Ordime may limit trial eligibility and may prevent repeated or abusive use of free trials by the same business, associated businesses or users.
Trial features may differ from paid Subscription features.
9. Promotional pricing and Ambassador arrangements
Ordime may provide discounts, credits, promotional pricing or other benefits to particular Customers.
This may include discounts provided to Ordime ambassadors or other participating businesses on a case-by-case basis.
Unless expressly stated otherwise:
promotional arrangements apply only to the Customer to whom they are offered;
they cannot be transferred;
they do not create an entitlement for other Customers to receive equivalent pricing; and
they remain subject to these Terms.
Where a separate ambassador, promotional or other written agreement specifies the duration or conditions of a discount, that agreement will govern the discount.
Ordime will not retrospectively withdraw a discount contrary to an express written commitment already made to the Customer.
10. Subscriptions
Continued use of Ordime after any applicable trial period requires an active Subscription.
Subscription pricing and included capacity will be shown before the Customer subscribes or makes a Subscription change.
Subscription fees may depend on factors including:
the selected plan;
number of users or bookable staff;
number of business locations;
usage;
optional services; or
other billing units made available by Ordime.
Subscriptions are generally billed in advance on a recurring basis.
Ordime currently offers recurring monthly Subscriptions. We may introduce annual or other billing periods in the future.
By starting a Subscription, the Customer authorises Ordime and its payment processor to charge the Customer's nominated payment method for applicable Subscription fees, taxes and other charges disclosed at the time of purchase.
Subscriptions automatically renew for successive billing periods unless cancelled.
11. Subscription changes
A Customer may be able to increase or decrease Subscription capacity, including users, staff members, locations or other billable components.
Where applicable, Subscription changes may result in:
immediate charges;
prorated charges or credits;
changes taking effect at the next billing cycle; or
other adjustments disclosed through the Service before the change is confirmed.
The Customer is responsible for reviewing the pricing information presented before confirming a Subscription change.
12. Taxes
Subscription prices will be treated as inclusive or exclusive of GST as displayed by Ordime at the time of purchase.
The Customer is responsible for taxes, duties or government charges applicable to its use of the Service, other than taxes imposed directly on Ordime's income.
13. Payment processing for Ordime Subscriptions
Ordime may use third-party payment providers, including Stripe, to process Subscription payments.
Payment information may therefore be processed directly by the relevant payment provider rather than stored by Ordime.
Use of a payment provider may also be subject to that provider's terms and privacy practices.
If payment for a Subscription fails, is reversed or becomes overdue, Ordime may:
retry the payment;
notify the Customer;
restrict Subscription functionality;
suspend the Workspace; or
terminate the Subscription if payment remains outstanding.
Where reasonably practicable, Ordime will provide an opportunity to rectify an ordinary payment failure before permanently terminating a Workspace.
14. Cancellation
A Customer may cancel its Subscription through the cancellation functionality provided by Ordime.
Unless the Customer chooses immediate cancellation, cancellation will take effect at the end of the Customer's current paid billing period.
Until that date:
the Subscription remains active;
the Customer retains normal access to its Workspace; and
the Customer may continue using the Service.
No further recurring Subscription fee will be charged after the effective cancellation date unless the Customer subsequently re-subscribes.
Immediate cancellation
Where Ordime provides the option, a Customer may choose to cancel immediately.
If immediate cancellation is selected:
access to the Workspace will cease immediately;
remaining time in the existing billing period will be forfeited; and
no refund or credit will ordinarily be provided for unused Subscription time.
Customers should therefore export any required data before confirming immediate cancellation.
15. Refunds
Except where required by applicable law, Subscription fees are non-refundable.
Ordime does not provide refunds or credits merely because:
a Customer changes its mind;
a Customer stops using the Service;
a Customer cancels before the end of a billing period;
an Authorised User does not use their Account;
the Customer does not use all available features;
the Customer chooses immediate cancellation; or
the Customer fails to export information before its access ends.
Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law.
Where a refund, remedy or other right is required by law, that legal right prevails over this section.
16. Customer payments, deposits and Stripe Connected Accounts
Ordime may allow Customers to accept payments or deposits from their Clients using third-party payment services, including Stripe.
Unless expressly stated otherwise, payments made by a Client for the Customer's services are processed for and paid directly to the Customer or its connected payment account.
Ordime does not ordinarily receive or hold those funds on behalf of the Customer.
Ordime is not:
the seller of the Customer's services;
the provider of the Customer's treatments or services;
the Customer's bank;
an escrow service;
the merchant in the underlying transaction between the Customer and Client; or
responsible for determining whether the Customer is entitled to retain a Client payment or deposit.
The Customer is responsible for establishing and maintaining any third-party payment account required to receive Client funds.
Payment processing is subject to the applicable payment provider's terms, fees, rules and availability.
17. Customer responsibility for Client transactions
The contractual relationship for treatments, appointments, products or other services provided by a Customer exists between the Customer and its Client.
The Customer is solely responsible for:
the services or products it offers;
descriptions and advertising of those services;
pricing;
GST and other tax treatment;
deposits;
cancellation policies;
no-show policies;
refunds;
credits;
appointment changes;
treatment outcomes;
Client disputes;
chargebacks;
payment disputes;
warranties;
consumer guarantees;
receipts and invoices;
professional obligations; and
compliance with applicable consumer laws.
Ordime is not responsible for resolving disputes between a Customer and its Client.
A Customer must not represent that Ordime is the provider, guarantor or endorser of the Customer's professional services.
18. Online bookings
Ordime may provide functionality allowing Clients to book appointments with Customers.
The Customer remains responsible for information presented through its online booking system, including:
available services;
staff availability;
locations;
appointment times;
prices;
deposits;
cancellation conditions;
eligibility requirements;
treatment requirements;
disclaimers;
policies; and
other information supplied to Clients.
A booking made through Ordime does not make Ordime a party to the appointment or the underlying transaction.
Customers are responsible for ensuring their booking terms and policies comply with applicable law.
19. Professional, clinical and healthcare responsibilities
Ordime is administrative and business-management software.
Ordime does not provide:
medical advice;
healthcare advice;
clinical advice;
treatment recommendations;
legal advice;
accounting advice;
taxation advice; or
professional regulatory advice.
Ordime does not determine whether a treatment, procedure, service or product is appropriate for a particular Client.
Customers remain solely responsible for:
professional judgement;
clinical decisions;
diagnosis and treatment;
obtaining informed consent;
professional registration;
licences and permits;
scope-of-practice requirements;
infection-control requirements;
treatment protocols;
adverse-event management;
Client suitability;
recordkeeping requirements;
retention requirements applying to professional or health records; and
compliance with laws, regulations, professional standards and codes applicable to their industry.
Customers must determine whether Ordime is appropriate for their particular regulatory and professional obligations.
The availability of a field, form, treatment record, template, report or other feature within Ordime does not constitute a representation that use of that feature alone satisfies any legal, clinical or regulatory requirement.
20. Financial and business information
Ordime may provide functionality relating to invoices, payments, GST, revenue, expenses, reports, stock, staff costs and other business information.
These functions are provided as administrative tools.
Customers remain responsible for:
verifying the accuracy of financial information;
maintaining legally required accounting and tax records;
determining GST treatment;
lodging tax returns and other reporting;
reconciling bank and payment information; and
obtaining professional accounting or taxation advice where appropriate.
Ordime is not a substitute for professional accounting, taxation or financial advice.
21. Customer Data ownership
As between Ordime and the Customer, the Customer retains its rights in Customer Data.
Ordime does not claim ownership of a Customer's Client database, appointment information, treatment records, business records or other Customer Data merely because it is stored using Ordime.
The Customer grants Ordime a limited, non-exclusive licence to host, store, copy, transmit, process, display, back up and otherwise handle Customer Data only to the extent reasonably necessary to:
provide the Service;
maintain and secure the Service;
perform requested functionality;
provide support;
maintain backups and disaster recovery;
investigate misuse or security incidents;
comply with law; and
otherwise exercise rights expressly permitted by these Terms or the Privacy Policy.
This licence ends when the relevant Customer Data is deleted or de-identified, except where continued retention is permitted or required under these Terms or applicable law.
22. Customer responsibility for personal and health information
Customers may use Ordime to store personal information and, depending on their business, health information or other sensitive information about Clients.
The Customer is responsible for ensuring that it has a lawful basis to collect, store, use and disclose information entered into Ordime.
This includes responsibility for:
providing required privacy notices;
obtaining consent where required;
collecting only information the Customer is permitted to collect;
restricting staff access appropriately;
responding to Client privacy requests where applicable;
determining required retention periods;
complying with privacy, health-records and professional-recordkeeping laws applicable to the Customer; and
ensuring information is not entered into Ordime unlawfully.
Where Ordime processes personal information on behalf of a Customer in providing the Service, Ordime will handle that information in accordance with applicable law, these Terms and the Ordime Privacy Policy.
23. Privacy
Ordime handles personal information in accordance with its Privacy Policy and applicable privacy law.
The Privacy Policy describes, among other matters:
information collected by Ordime;
purposes for which information may be used;
use of service providers;
security;
disclosure;
retention;
deletion and de-identification; and
privacy rights and choices.
Customers must maintain their own privacy notices and policies where required by law.
Ordime's Privacy Policy does not replace the Customer's obligations to its own Clients, staff or other individuals.
24. Data export and responsibility before cancellation
Customers are responsible for exporting any Customer Data they wish to retain outside Ordime before their Subscription ends.
Once cancellation takes effect, the Customer will no longer have normal access to the Workspace or Customer Data.
Ordime is not required to maintain continuing account access merely to allow a former Customer to retrieve information after cancellation.
If a former Customer requires renewed access after cancellation, it may be required to establish a new paid Subscription.
Any ability to restore or reactivate retained data depends on:
the time elapsed since cancellation;
whether the data remains within Ordime's retention period;
the technical availability of the data; and
the Customer re-establishing an eligible Subscription.
Ordime does not guarantee that data will remain recoverable after cancellation unless Ordime expressly agrees otherwise in writing.
25. Retention following cancellation
Following cancellation or termination of a Workspace, Ordime may retain information for different periods depending on the nature and purpose of the information.
Personal and operational Customer Data
Ordime may retain ordinary Client, appointment, operational and similar personal information for up to 90 days following cancellation.
After that period, such information will ordinarily be deleted or de-identified so that it is no longer associated with an identifiable individual, unless continued retention is reasonably necessary or required by law.
Financial and compliance information
Financial, invoicing, billing, transaction, audit, tax or compliance-related records may be retained for up to five years, or longer where required by applicable law, a court or tribunal order, an investigation or another legitimate legal requirement.
Some of these records may contain personal information where retaining that information is reasonably necessary for the relevant recordkeeping purpose.
Workspace deletion
Subject to legal obligations and legitimate retention requirements, the remaining identifiable Workspace data will ordinarily be purged no later than five years after cancellation.
Backups
Deleted information may continue to exist temporarily in secure backups until those backups are overwritten or expire under Ordime's ordinary backup-retention processes.
Where information cannot immediately be deleted from a backup, Ordime may place that information beyond ordinary use until deletion occurs.
26. Aggregated and de-identified information
Ordime may generate and use aggregated or de-identified information derived from use of the Service where the information does not identify, and cannot reasonably be used to identify, a Customer, Authorised User or Client.
Ordime may use such information for purposes including:
analytics;
security;
capacity planning;
benchmarking;
product development;
service improvement;
understanding industry trends; and
statistical reporting.
Ordime will not treat information as de-identified merely because direct identifiers have been removed where an individual remains reasonably identifiable.
27. Email and SMS functionality
Ordime may allow Customers to send email, SMS and other communications to Clients.
The Customer is the sender, or the business on whose behalf the communication is sent, where the message relates to the Customer's business.
The Customer is responsible for:
the content of communications;
the accuracy of recipient information;
ensuring it has lawful authority to contact recipients;
obtaining consent where required;
distinguishing transactional and marketing communications appropriately;
maintaining evidence of marketing consent where required;
providing required sender identification;
providing and honouring unsubscribe mechanisms;
maintaining suppression or opt-out records; and
complying with the Spam Act 2003 (Cth), the Do Not Call Register regime and other applicable communications and marketing laws.
Customers must not use Ordime to:
send unlawful spam;
send messages to purchased, harvested or unlawfully obtained recipient lists;
conceal the identity of a sender;
mislead recipients;
continue sending marketing communications after a valid opt-out;
conduct phishing or fraudulent activity; or
send unlawful, threatening or abusive material.
Ordime may restrict or suspend messaging functionality where reasonably necessary to protect message-delivery infrastructure, comply with provider requirements, investigate complaints or address suspected unlawful messaging.
28. Third-party integrations and services
Ordime relies on and may integrate with third-party products and services.
These may include:
payment processors;
email providers;
SMS providers;
telecommunications services;
cloud-hosting providers;
storage services;
analytics;
authentication or security services;
accounting software;
APIs; and
other services introduced in the future.
Third-party services are outside Ordime's direct control.
Where a Customer chooses to connect a third-party service, the Customer authorises Ordime to exchange information with that provider to the extent reasonably necessary to provide the requested integration.
The Customer may also be required to accept the third party's own terms and privacy policy.
Ordime is not responsible for a third-party provider's independent acts, omissions, fees, account restrictions or service changes.
Ordime will not be liable for a Service failure to the extent that failure is directly caused by an outage or failure of an independent third-party provider outside Ordime's reasonable control.
Nothing in this section excludes responsibility Ordime is required to accept under applicable law.
29. Customer content and intellectual property rights
Customers must only upload or use content that they have the right to use.
The Customer warrants that Customer Data and other material supplied through the Service will not knowingly:
infringe another person's intellectual property rights;
breach confidentiality obligations;
violate privacy rights;
defame another person;
contain unlawful material; or
otherwise violate applicable law.
The Customer remains responsible for obtaining licences, permissions and consents required for material it uploads to Ordime.
30. Ordime intellectual property
Ordime and its licensors retain all rights, title and interest in the Service and associated intellectual property.
This includes rights in:
software;
source code and object code;
databases and database structures;
APIs;
user interfaces;
designs;
workflows;
documentation;
templates;
branding;
trademarks;
logos;
website content; and
improvements and derivative works.
Except as expressly permitted by these Terms, Customers must not:
copy or reproduce substantial parts of Ordime;
distribute or resell Ordime;
create an unauthorised competing service using Ordime's protected material;
reverse engineer, decompile or disassemble Ordime except where such restriction is prohibited by law;
remove proprietary notices;
circumvent technical restrictions;
scrape or systematically extract protected platform content; or
use Ordime's trademarks without permission.
31. Feedback and suggestions
Customers may provide ideas, suggestions, feature requests or other feedback about Ordime.
Unless otherwise agreed in writing, Ordime may use such feedback without restriction or obligation to compensate the person who provided it.
Providing feedback does not transfer ownership of the Customer's pre-existing intellectual property or Customer Data to Ordime.
32. Collective and community features
Ordime may make an optional business community feature available, including functionality known as Collective.
Participation in Collective is voluntary.
Access to Collective may require a Customer or Authorised User to separately accept Collective Community Rules, an Acceptable Use Policy or other community-specific conditions presented when opting in.
Those rules form additional conditions applying to use of Collective.
Ordime may moderate Collective and may:
remove content;
close discussions;
restrict participation;
issue warnings;
suspend community privileges; or
remove users from Collective
where reasonably necessary to enforce community rules, protect participants, comply with law or maintain the integrity of the community.
A restriction on Collective access does not necessarily terminate the Customer's broader Ordime Subscription.
Customers remain responsible for content they post to Collective.
By posting content to Collective, the user grants Ordime a non-exclusive licence to host, reproduce and display that content within Collective as necessary to operate the feature.
Ordime does not endorse business, clinical, legal, financial or other advice posted by community members.
Users should independently assess information obtained through Collective before relying on it.
33. Acceptable use
You must not use Ordime to:
engage in unlawful activity;
infringe another person's rights;
gain unauthorised access to systems or data;
distribute malware or malicious code;
conduct phishing or fraud;
interfere with or disrupt the Service;
deliberately overload infrastructure;
probe or test vulnerabilities without written authorisation;
circumvent usage, billing or security restrictions;
harvest information unlawfully;
transmit unlawful spam;
harass, threaten or abuse another person;
store content you do not have the right to store;
facilitate unlawful discrimination;
impersonate another person or organisation; or
use the Service in a manner that creates a material security, legal or reputational risk for Ordime or other Customers.
Reasonable use of public interfaces, integrations and APIs made available by Ordime is permitted in accordance with applicable documentation.
34. Platform administration and access to Workspaces
Ordime personnel may need to access a Customer Workspace for legitimate operational purposes.
This may occur where reasonably necessary to:
provide requested support;
diagnose technical problems;
investigate security incidents;
prevent fraud or misuse;
restore or maintain data;
administer billing;
troubleshoot integrations;
investigate alleged breaches of these Terms;
comply with legal obligations; or
maintain and operate the Service.
Ordime will limit administrative access to personnel or contractors who reasonably require access for their role and will handle information in accordance with applicable privacy and confidentiality obligations.
Administrative access does not transfer ownership of Customer Data to Ordime.
35. Confidentiality
Each party may receive confidential information belonging to the other.
Each party must take reasonable steps to protect confidential information and must not use or disclose it except:
as necessary to perform its obligations or exercise its rights under these Terms;
with the other party's consent;
to professional advisers or service providers who are subject to appropriate confidentiality obligations; or
where disclosure is required by law.
Confidential information does not include information that:
is publicly available other than through a breach of confidentiality;
was already lawfully known to the receiving party;
is independently developed without use of the confidential information; or
is lawfully received from another person without confidentiality restrictions.
36. Security
Ordime will take reasonable technical and organisational measures designed to protect information held through the Service against unauthorised access, misuse, interference, loss, modification and disclosure.
However, no internet-based system can be guaranteed to be completely secure or continuously available.
Customers acknowledge that security also depends on matters under their control, including:
password security;
staff practices;
device security;
email security;
user permissions;
termination of former staff access; and
protection of connected third-party accounts.
Customers must promptly notify Ordime of suspected security incidents affecting their Workspace.
37. Availability and maintenance
Ordime aims to provide a reliable and highly available Service.
However, Ordime does not provide a contractual uptime guarantee or service-level agreement unless expressly agreed in writing.
The Service may occasionally be unavailable because of:
maintenance;
upgrades;
security work;
software faults;
infrastructure failures;
telecommunications failures;
third-party provider outages;
emergency maintenance;
cyber incidents; or
circumstances beyond Ordime's reasonable control.
Where practicable, Ordime will endeavour to minimise disruption and provide reasonable notice of significant planned maintenance.
38. Beta and pre-release features
Ordime may occasionally provide beta, preview, experimental or early-access features.
Such features may:
be incomplete;
contain errors;
change substantially;
have limited support;
be withdrawn; or
operate differently from production features.
Unless Ordime expressly states otherwise, Customers should not rely on beta or experimental functionality for critical business, legal, clinical or recordkeeping processes without maintaining appropriate alternative processes.
39. Support
Ordime may provide support through channels made available within the Service or on the Ordime website.
Support availability, response times and scope may vary.
Unless expressly agreed otherwise, ordinary Subscription fees do not create a guaranteed support response or resolution time.
Customers must provide reasonably accurate information when requesting support.
40. Suspension
Ordime may temporarily suspend an Account, feature or Workspace where reasonably necessary because of:
non-payment;
suspected account compromise;
a security threat;
unlawful activity;
serious or repeated breach of these Terms;
account sharing or Subscription circumvention;
messaging abuse;
risk of harm to another Customer;
a lawful government, regulatory or court requirement; or
an urgent need to protect Ordime, its systems, users or third parties.
Where the issue is not urgent, Ordime will ordinarily attempt to provide notice and a reasonable opportunity to remedy the issue before imposing a material suspension.
Where immediate action is reasonably necessary for security, legal or safety reasons, Ordime may suspend access without prior notice.
Ordime may restore access when the reason for suspension has been resolved.
41. Termination by Ordime
Ordime may terminate a Customer's Subscription or Workspace where:
the Customer materially breaches these Terms and fails to remedy a remediable breach within a reasonable period after notice;
fees remain materially overdue;
the Customer repeatedly violates these Terms;
the Customer uses Ordime unlawfully;
the Customer intentionally compromises platform security;
continued provision of the Service would expose Ordime to material legal or security risk; or
Ordime is required to terminate access by law.
For a sufficiently serious breach that cannot reasonably be remedied, including deliberate fraud, malicious system interference or serious unlawful conduct, termination may take effect immediately.
Ordime may also discontinue the Service or terminate a Subscription for legitimate business reasons unrelated to Customer misconduct by providing reasonable advance notice.
If Ordime terminates a prepaid Subscription for its own convenience and not because of the Customer's breach, Ordime will provide any refund or credit for unused prepaid Subscription time that is required by law or otherwise reasonably appropriate in the circumstances.
42. Effect of termination
When a Subscription terminates or cancellation takes effect:
the Customer's right to use the paid Service ends;
Workspace access may be disabled;
Authorised Users may lose access;
recurring Subscription charges cease, subject to outstanding amounts;
outstanding fees remain payable;
data becomes subject to the retention provisions in these Terms; and
provisions intended by their nature to survive termination remain in effect.
Surviving provisions include provisions relating to intellectual property, confidentiality, payment obligations, data retention, disclaimers, indemnities, limitation of liability, dispute resolution and governing law.
43. Customer warranties
The Customer warrants that:
it has authority to enter into these Terms;
information provided to Ordime is materially accurate;
it has the right to submit Customer Data to the Service;
it will use Ordime lawfully;
it will comply with applicable professional and regulatory obligations;
it will not knowingly use Ordime to infringe another person's rights; and
it will ensure Authorised Users comply with these Terms.
44. Australian Consumer Law
Nothing in these Terms is intended to exclude, restrict or modify any right, guarantee, condition, warranty or remedy imposed by law that cannot lawfully be excluded, including any rights available under the Australian Consumer Law.
Where the Australian Consumer Law or another applicable law provides a Customer with rights that cannot be excluded, those rights continue to apply notwithstanding anything else in these Terms.
Any exclusions, limitations of liability, refund restrictions or warranty disclaimers in these Terms operate only to the maximum extent permitted by law.
45. Disclaimers
Subject to any rights that cannot lawfully be excluded, Ordime does not warrant that:
the Service will be continuously available;
the Service will be completely error-free;
every feature will meet every Customer's individual business requirements;
third-party integrations will always remain available;
use of Ordime will itself satisfy every legal or regulatory obligation applicable to the Customer; or
data entered by Customers or Authorised Users will be accurate.
Customers remain responsible for evaluating whether the Service is suitable for their business and maintaining reasonable business-continuity procedures.
46. Limitation of liability
To the maximum extent permitted by law, Ordime will not be liable for indirect, incidental, special, punitive or consequential loss arising from or relating to the Service.
To the maximum extent permitted by law, this includes loss of:
profit;
revenue;
business opportunity;
goodwill;
anticipated savings; or
business interruption
to the extent that such loss is properly characterised as indirect or consequential.
To the maximum extent permitted by law, Ordime's aggregate liability arising out of or relating to these Terms or the Service will not exceed the Subscription fees actually paid by the Customer to Ordime during the 12 months immediately preceding the event giving rise to the claim.
Where the claim arises during a free trial and the Customer has paid no Subscription fees, the limitation will apply to the maximum extent permitted by law.
These limitations do not apply to liability that cannot lawfully be excluded or limited.
Nothing in these Terms limits liability to the extent it results from fraud, wilful misconduct or another liability that applicable law does not permit Ordime to exclude or limit.
47. Customer indemnity
To the maximum extent permitted by law, the Customer indemnifies Ordime against third-party claims, liabilities, losses, damages and reasonable costs to the extent arising from:
services or treatments supplied by the Customer;
a dispute between the Customer and one of its Clients;
Customer Data supplied unlawfully;
infringement of a third party's intellectual property rights by Customer content;
unlawful marketing or communications sent by the Customer;
the Customer's breach of privacy or professional obligations;
the Customer's violation of applicable law; or
a material breach of these Terms by the Customer.
The Customer is not required to indemnify Ordime to the extent a claim was caused by Ordime's own breach of these Terms, negligence, fraud or wilful misconduct.
Ordime must take reasonable steps to mitigate losses for which it seeks indemnification.
48. Changes to pricing
Ordime may change Subscription pricing from time to time.
Pricing changes will not ordinarily retrospectively increase fees for a billing period already paid.
Ordime will provide reasonable advance notice of a material pricing increase applicable to an existing Customer.
Unless otherwise stated, new pricing will apply from a future renewal or billing period after the notified effective date.
A Customer that does not wish to accept the new pricing may cancel its Subscription before the new pricing takes effect.
Specific contractual or promotional pricing commitments will continue to be honoured according to their stated terms.
49. Changes to these Terms
Ordime may update these Terms where reasonably necessary to reflect:
changes to the Service;
new features;
changes in law;
security requirements;
third-party services;
operational changes; or
legitimate business requirements.
Ordime will publish the updated Terms and update the "Last updated" date.
Where a change is material and adversely affects existing Customers, Ordime will provide reasonable advance notice where practicable.
Changes required urgently for legal, regulatory or security reasons may take effect sooner.
Continued use of the Service after updated Terms take effect constitutes acceptance of the updated Terms.
Nothing in this section gives Ordime the right to retrospectively remove rights that have already accrued to a Customer.
50. Force majeure
Neither party will be liable for failure or delay in performing an obligation to the extent the failure results from circumstances outside that party's reasonable control.
Such circumstances may include:
natural disasters;
fire;
flood;
widespread internet outages;
telecommunications failures;
utility failures;
war;
terrorism;
civil disturbance;
government action;
industrial disputes;
pandemics;
major cyber incidents; or
failure of critical third-party infrastructure outside the affected party's reasonable control.
This section does not excuse an obligation to pay amounts already due.
51. Disputes
If a dispute arises relating to these Terms or the Service, the parties should first attempt to resolve the dispute in good faith.
A party should provide the other with reasonable details of the dispute and allow a reasonable opportunity for discussion before commencing formal proceedings.
Nothing in this section prevents either party from:
seeking urgent interlocutory or injunctive relief;
taking action relating to security or misuse;
recovering an undisputed debt; or
exercising a right that cannot lawfully be restricted.
52. Notices
Notices to Ordime regarding these Terms may be sent to:
legal@ordime.com.au
Ordime may send contractual or account notices to:
the email address associated with the Customer's Account;
the Workspace owner;
another nominated administrative contact; or
through a prominent notification within the Service.
Customers are responsible for keeping their contact details current.
An electronic notice will be treated as received when it would ordinarily become available to the recipient, unless Ordime receives evidence that delivery failed.
53. Assignment
The Customer must not assign or transfer its Subscription or rights under these Terms to another entity without Ordime's prior written consent, which will not be unreasonably withheld.
Ordime may assign or transfer these Terms as part of:
a corporate restructure;
merger;
acquisition;
sale of Ordime or substantially all relevant assets; or
transfer to an associated entity
provided that doing so does not materially reduce the Customer's rights under these Terms.
54. Relationship of the parties
Nothing in these Terms creates a partnership, employment relationship, fiduciary relationship, joint venture or agency relationship between Ordime and a Customer.
A Customer has no authority to bind Ordime.
Ordime has no authority to bind a Customer in its dealings with Clients merely because the Customer uses Ordime.
55. No waiver
A failure or delay by either party to exercise a right under these Terms does not waive that right.
A waiver of one breach does not constitute a waiver of another breach.
56. Severability
If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision will be interpreted or limited to the minimum extent necessary to make it enforceable where possible.
If that is not possible, the affected provision will be severed.
The remaining provisions will continue in effect.
57. Entire agreement
These Terms, together with:
the applicable Subscription information;
any written Customer-specific agreement;
policies expressly incorporated into these Terms; and
any additional terms expressly accepted for optional features
constitute the agreement between Ordime and the Customer regarding use of the Service.
If a Customer-specific written agreement signed by Ordime expressly conflicts with these Terms, the Customer-specific agreement will prevail to the extent of the conflict.
58. Governing law
These Terms are governed by the laws of Victoria, Australia.
Each party submits to the jurisdiction of the courts of Victoria and courts entitled to hear appeals from those courts.
59. Contact
Questions about these Terms may be directed to:
Ordime Pty Ltd
ABN 95 700 576 978
Victoria 3550
Australia
Email: legal@ordime.com.au