Terms of Service

This Agreement is between Orders In Pty Ltd ("Orders In", "we", "us") and [Client Business Name] ("Client", "you").

If you access or use the Service, or click "I agree" / "Start", you agree to this Agreement.

1) The Service

Orders In provides an AI phone assistant ("Sophia") that answers incoming calls, captures orders, and delivers them to your POS or nominated channel. We may improve or update the Service; updates will not materially reduce core order-capture functionality.

2) Term & Renewal

This Agreement starts on [Start Date] and renews month-to-month until cancelled under Section 12.

3) Fees, Taxes & Payment

a) Fees. Monthly fee: AUD $[amount] + GST per venue (unless otherwise agreed in writing).

b) Billing. Fees are auto-charged to your nominated payment method (e.g., Stripe). Fees are non-refundable except as required by law.

c) Taxes & gateway. Applicable taxes (including GST) and gateway/transaction fees are additional.

d) Billing errors. You must notify us of any billing discrepancy within 60 days of the charge; after that, charges are deemed accepted.

e) Failure. If payment fails, we may suspend the Service until payment is received.

f) Plan tiers & included minutes. Each plan includes a monthly allowance of connected call time ("Minutes"): Starter – 1,000 Minutes; Pro – 3,000 Minutes; Unlimited – no stated cap subject to fair use (see 3(i)). A Minute means total connected call time handled by the Service, measured in whole minutes and aggregated monthly.

g) Usage monitoring & notifications. We monitor Minutes each billing period. If your usage materially exceeds your plan's included Minutes (for example, by more than 20% in a month) or exceeds the allowance for two consecutive months, we will notify you and recommend the appropriate plan.

h) Plan changes on notice (no auto-upgrade). We do not auto-change tiers based solely on usage. However, if overage persists after our notification, we may change your plan and fee effective from the next billing period by giving at least 7 days' notice. If you do not agree, you may cancel before the effective date under Section 12(a). Continued use after the effective date constitutes acceptance of the new plan.

i) Fair Use – Minutes. "Minutes" are total connected call time handled by the Service, measured in whole minutes and aggregated monthly. Unlimited plans are subject to fair use: usage that is excessive or materially above typical venue usage may require plan adjustment or additional charges. We will notify you before any change.

4) Onboarding & Support

We assist with initial setup, menu configuration, and basic testing. Standard support is via email/chat during business hours. Urgent service interruptions are prioritised.

4A) Hardware (Printer) Supply & Return

a) Supply & ownership. As part of onboarding, Orders In may supply a compatible thermal printer for use with the Service. The supply of this printer is included in your onboarding. Title and ownership remain with Orders In at all times; the printer is loaned to you for the duration of the Service and must only be used in connection with the Service.

b) Care & use. You must keep the printer in good working order (fair wear and tear excepted), not modify or tamper with it, and follow our setup/usage instructions.

c) Risk. Risk of loss or damage passes to you on delivery and remains with you until the printer is returned to us.

d) Return on termination. On termination or cancellation of the Service, you must return the printer (and any provided accessories) within 14 days of the effective termination date, using the return instructions we provide.

e) Unreturned/damaged printer fee. If the printer is not received by us within the 14-day return window or is returned damaged beyond fair wear and tear, you authorise us to charge AUD $200 + GST to your payment method on file as a Printer Fee (to cover replacement or repair).

f) Shipping. We will provide return instructions and may provide a prepaid label (where available). If a label is not provided, you are responsible for reasonable return shipping costs and must use a trackable service.

g) No separate warranty. Apart from any non-excludable rights under the Australian Consumer Law and any manufacturer warranty, the printer is supplied "as is". We may facilitate manufacturer warranty claims at our discretion.

5) Client Responsibilities

You will: (i) provide accurate menu/pricing/operational details; (ii) promptly notify changes affecting orders; (iii) maintain reliable internet/telephony for call routing; (iv) obtain and provide any required consents/notices to your customers; and (v) comply with applicable laws (including privacy, spam/telemarketing, and consumer laws).

6) License & Acceptable Use

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service for your internal business purposes during the Term. You must not: copy, modify, reverse engineer, decompile, or attempt to extract source code; interfere with or overload the Service; or use it unlawfully. The Service may auto-update. Maintenance or provider outages may cause temporary interruptions. You are responsible for your equipment, connectivity, and call-forwarding configuration.

7) Data, Privacy & Security

a) Customer Data. We process Customer Data solely to provide the Service. You remain the controller/owner of your Customer Data (orders, caller info, menus).

b) Aggregated data. We may use anonymised/aggregated data to operate, analyse, and improve the Service. We do not sell Customer Data.

c) Privacy Policy. Personal information is handled under our Privacy Policy (as updated from time to time).

d) Security. We implement reasonable technical and organisational measures appropriate to the risk.

8) Call Recording & Consent (AU)

You authorise us to record or transcribe calls handled by the Service for quality, training, and operational purposes. Where consent or notice is required by law, you will ensure appropriate caller notice (e.g., IVR message) or instruct us to play one. You must comply with the Spam Act 2003 (Cth) and Do Not Call Register Act 2006 (Cth). We may send operational service communications (e.g., billing, incident notices). Marketing messages require prior opt-in with clear opt-out.

9) Account Security & Client Content

You are responsible for account access, user permissions, and all activity under your account. You retain ownership of your content (including menus, logos, and prompts) and grant us a licence to host, transmit, and display it as needed to operate the Service.

10) Feedback

If you provide suggestions or ideas, you grant us a perpetual, irrevocable, royalty-free licence to use them without obligation.

11) Confidentiality

Each party must protect the other's Confidential Information with at least reasonable care and use it only for this Agreement. Exclusions: information that is public, already known, independently developed, or rightfully received from a third party. On request, return or destroy Confidential Information (except routine backups).

12) Suspension & Termination

a) Your cancellation. You may cancel at any time with 14 days' written notice; cancellation takes effect at the end of the current billing cycle.

b) Our suspension/termination. We may suspend or terminate immediately for: material breach; fraud/illegal use; reputational harm; insolvency; non-payment; or excessive/unreasonable usage that degrades our systems.

c) Effect. Access ends, and call routing reverts to your nominated number.

d) Data export. On request within 30 days after termination, we will provide a commercially reasonable export of order data/records then available. We may delete data thereafter, subject to legal retention.

13) Warranties & Disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available". We disclaim all implied warranties (merchantability, fitness, non-infringement). Nothing in this Agreement limits your non-excludable rights under the Australian Consumer Law.

14) Indemnity

You indemnify us from third-party claims, losses, and costs arising from: (i) your unlawful use or misuse of the Service; (ii) your breach of this Agreement; or (iii) Customer Data or content you supply infringing others' rights—except to the extent caused by our wilful misconduct.

15) Liability Cap

To the extent permitted by law, our total aggregate liability for all claims in any 12-month period is limited to the fees you paid to us in the 3 months immediately before the event giving rise to liability. We are not liable for lost profits, lost revenue, loss of goodwill, or indirect/consequential damages. Nothing limits liability that cannot be limited by law.

16) Changes to the Service & Terms

We may modify the Service and update these terms from time to time. Material changes will be posted with a "Last Updated" date. Your continued use after changes constitutes acceptance. If a change materially harms you and you object within 30 days, you may cancel under Section 12(a).

17) Assignment & Subcontracting

You may not assign or transfer this Agreement without our written consent. We may assign to an affiliate or in connection with a merger, acquisition, or asset sale. We may use subcontractors; we remain responsible for their performance.

18) Publicity (Optional)

We may use your name and logo in customer lists and light case-study materials. You may opt out by emailing [support@ordersin.ai].

19) Notices

Notices must be in writing and sent to the contacts last provided by each party (including email). Notices are deemed received when delivered (or on the next business day if sent outside business hours).

20) Governing Law & Venue

This Agreement is governed by the laws of South Australia, Australia. The parties submit to the exclusive jurisdiction of the courts of South Australia. Conflict-of-laws principles do not apply.

21) General

This Agreement is the entire agreement and supersedes prior discussions. If any part is unenforceable, the rest remains in effect. No waiver is effective unless in writing. Headings are for convenience only.