This Agreement is made between the applicable member of the Flex Catering group identified as the service provider in the Proposal (“Company”) and the entity or individual agreeing to these Terms (“Client”). If the Proposal does not identify the applicable Company, the Company will be Flex Software Pty Ltd trading as Flex Catering Software (ABN 28 612 668 587).
1. Definitions
Effective Date means the date on which the Client first accesses the Software or executes this Proposal, whichever occurs first.
Software means the Flex Catering food and catering management software (a SaaS solution), including all object code, scripts, patches, enhancements, designs, and related documentation.
Services means the hosting, maintenance, support, and any customisations provided by the Company under this Agreement.
Proposal means any proposal, quote, quotation, order form or other written document agreed by the parties that identifies the applicable Company and specifies the pricing, duration, scope and any additional services.
Flex Catering group means the Company and its parent companies, subsidiaries and affiliated entities.
By using Flex Catering, registering for an account or executing a Proposal, the Client accepts and agrees to these Terms.
2. License Grant
Subject to Client’s compliance with these Terms and timely payment of fees, the Company grants the Client a limited, non-exclusive, non-transferable, revocable right to access and use the Software and Services during the Term defined in the applicable Proposal. All intellectual property rights in the Software are owned by the Company or another member of the Flex Catering group, except for third-party components used under licence.
3. Term, Fees, and Billing
3.1. Term: The Term begins when access to the Software is provisioned, or as otherwise specified in the Proposal, and continues until terminated in accordance with Section 13.
3.2 Fees: As set out in the Proposal. Unless otherwise agreed, fees are payable monthly in advance by automatic card billing. If approved, payment by bank transfer is subject to Company’s invoice terms.
3.3 Payment Options and Refunds: All fees are non-refundable. Plans are offered on a month-to-month basis by default. If the Client selects an annual or semi-annual prepaid plan, those fees are likewise non-refundable.
3.4 Renewal: Month-to-month plans continue until cancelled in accordance with Section 13.4. Annual, semi-annual and other fixed-term plans automatically renew for an additional period equal to the expiring Term unless either party provides at least thirty (30) days’ written notice before the end of the current Term.
3.5 Additional Services: Data migration, onboarding, design implementation, training, custom work, and any other professional services (including changes or enhancements requested post-deployment) are charged as specified in the Proposal or in any subsequent written quotation issued during the Term, each of which is bound by these Terms.
3.6 Price Adjustments: The Company reserves the right to review and adjust its fees periodically, including on an annual basis or at other intervals it deems appropriate. Any such adjustments will take effect on a date specified by the Company and will apply to all clients, irrespective of the commencement date of their agreement. Clients will be provided with reasonable notice prior to any fee changes taking effect.
4. Restrictions on Use
The Client must not, nor permit others to:
- Copy, modify, reverse-engineer, decompile, or disassemble the Software.
- Create derivative works or competitive products based on the Software.
- Use the Software in any manner that violates laws, regulations, or third-party rights.
- Integrate unauthorized third‑party applications without prior written consent.
- Abuse, overload, or disrupt the Software, servers, or network.
4.1. Anti-Spam Policy
Flex Software prohibits the use of Flex Catering, flexcateringhq.com, and any associated Flex-hosted domains or services for sending, distributing or promoting unsolicited commercial email, bulk unsolicited messages, phishing, deceptive communications or other forms of spam.
Customers and users of Flex services must only send communications to recipients where they have an appropriate business relationship, consent or other lawful basis to communicate.
Flex does not authorize customers, affiliates, partners or third parties to advertise or promote flexcateringhq.com through unsolicited messages.
Reports of suspected abuse involving Flex services may be submitted through our website contact form. Flex may investigate reported abuse and suspend or restrict services where its systems are used in violation of this policy.
5. Intellectual Property
5.1 All Company trademarks, service marks, trade secrets, and copyrights remain the exclusive property of the Company.
5.2 All intellectual property rights in any customisations and enhancements made to the Software are owned by the Company or another member of the Flex Catering group.
5.3 Any feedback or suggestions provided become the Company’s exclusive property, and the Company may use them at its discretion.
5.4 The Client retains ownership of all content it provides or uploads and warrants that it has all necessary rights, licences, permissions and consents to provide that content and authorise its use under this Agreement. The Client grants the Company and other members of the Flex Catering group a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process, transmit, format and display the content, and to permit their service providers to do so, solely as necessary to provide, operate, maintain, support and secure the Software and Services.
5.5 The Company may restrict, disable or remove content where it reasonably believes the content is unlawful, defamatory, infringing, contrary to this Agreement, or may expose the Company or another party to legal or regulatory risk. Where reasonably practicable, the Company will notify the Client of such action.
5.6 The Client authorises the Company to display “Powered by Flex Catering” (with a link to the Company’s website) in the footer of the Software interface as part of the core functionality; this attribution cannot be removed or altered.
6. Warranties and Disclaimers
The Company warrants that it has authority to grant the licence under this Agreement. Except as expressly stated, the Software and Services are provided “as is” without other warranties, express or implied, including warranties of merchantability, non-infringement or fitness for a particular purpose.
6.1. Artificial Intelligence Features
The Software may include features that use artificial intelligence or machine learning technologies (“AI Features”), including Remy and FlexInsight.
The Client authorises the Company to process and retain prompts, messages, chat history, account settings, relevant operational information and AI-generated responses as necessary to provide, maintain, secure, evaluate and improve the AI Features, including training FlexInsight, in accordance with the Privacy Policy and any applicable Data Processing Agreement.
AI-generated responses and outputs may be inaccurate, incomplete or unsuitable for the Client’s particular circumstances. The Client is responsible for reviewing and verifying any output before relying on it or using it to make decisions or take action.
The Client must not provide information to an AI Feature unless it has the necessary authority and lawful basis to do so. The Company may use third-party service providers to operate AI Features in accordance with the Privacy Policy and any applicable Data Processing Agreement.
To the maximum extent permitted by law, the Company does not warrant that the AI Features will be uninterrupted or error-free, or that AI-generated outputs will be accurate, complete or suitable for any particular purpose.
7. Accessibility
The Client acknowledges that compliance with applicable accessibility laws, regulations and technical standards depends on a range of factors beyond the Software itself, including the Client’s content, branding, configuration, documents, media, third-party integrations and implementation of the Software.
The Client is solely responsible for determining which accessibility laws, regulations and technical standards apply to its business, website, online ordering pages, customer-facing content and use of the Software, and for ensuring that its implementation and use of the Software comply with those requirements.
The Company does not represent or warrant that the Software, the Client’s implementation or configuration of the Software, or any website, online ordering page or other customer-facing content created, configured or published using the Software complies with any particular accessibility law, regulation or technical standard, including the Americans with Disabilities Act (ADA), the Disability Discrimination Act 1992 (Australia), the Web Content Accessibility Guidelines (WCAG), or any similar accessibility law, regulation or technical standard.
The Client is responsible for conducting any accessibility assessments required or appropriate for its business and implementing any additional accessibility measures, remediation or third-party tools it determines are necessary.
8. Indemnification
The Client shall defend, indemnify and hold harmless the Company, its affiliates, directors, officers, employees and contractors from and against any third-party claims, demands, actions, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or relating to:
(a) the Client’s breach of this Agreement;
(b) the Client’s failure to comply with laws or regulations, including accessibility laws, applicable to the Client’s business;
(c) the Client’s use, configuration or implementation of the Software;
(d) the Client’s content, products, services, branding or business operations; or
(e) any information, content, materials or instructions provided by the Client.
9. Third‑Party Integrations and Payment Providers
9.1 By enabling any integration in the Flex admin portal, the Client consents to that integration; the Company may store, send, or cache any data exchanged via integrations as necessary to deliver the Services.
9.2 The Client is bound by the Company’s API Documentation and Access License Agreement, which forms part of these Terms. A copy of the API Agreement is available upon request or via the designated portal.
9.3 If the Client engages any third‑party agency or provider to develop or maintain integrations via the API, that third party must execute the API Documentation and Access License Agreement separately before accessing the API.
9.4 Payment processing is handled by third‑party providers. The Client is bound by their terms and any associated fees or liabilities.
9.5 For security and compliance purposes, the Payment Provider may randomly request the invoice or other proof of purchase for certain transactions. Funds may be withheld by the Payment Provider until the requested documents are provided. Larger-than-usual payments may be withheld, and payout times may be extended. The Client acknowledges and agrees that the Company shall have no liability for any such withholdings, delays, or related loss or damage; please consult the Payment Provider for full details.
9.6 Client Documentation: The Client must ensure that all documents required by the Payment Provider are provided, complete, accurate, and kept up to date. The Company is not responsible for any delays, withholding of funds, or suspension of merchant services resulting from missing, incomplete, or outdated documentation.
9.7 Security Updates: The Client acknowledges that security updates may affect payment gateway integration. The Company will use reasonable efforts to minimise disruption but shall not be liable for any resulting impacts, subject to Section 10 (Limitation of Liability).
10. Limitation of Liability
10.1 Direct Damages Cap: To the maximum extent permitted by law, the Company’s aggregate liability for any and all claims arising under or in connection with this Agreement, the Software or the Services, whether in contract, tort (including negligence), statute or otherwise, including any claim arising from an alleged breach of any representation or warranty under this Agreement, shall not exceed the greater of (a) the fees actually paid by the Client to the Company during the three (3) months immediately preceding the claim, or (b) 5,000 in the currency stated in the applicable Proposal.
10.2 No Consequential Damages: In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, use, or goodwill, even if advised of the possibility of such damages.
10.3 Third-Party Services and Customer Content: The Company has no liability for acts or omissions of third-party service providers (including Payment Providers and API integrators), or for the Client’s content, branding, configurations, third-party integrations, or the Client’s compliance with laws applicable to its business.
10.4 Force Majeure: The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, terrorism, strikes, or internet failures.
10.5 Survival: The limitations set forth in this section shall survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
10.6 Claim Notice and Waiver: The Client must provide written notice of any claim within thirty (30) days of discovering the event giving rise to the claim, and must reasonably cooperate in investigation and mitigation. Any claim not brought within one (1) year of its accrual is waived.
10.7 Preservation of Statutory Rights: Nothing in this section shall limit liability that cannot be excluded or limited under applicable law (e.g., for personal injury or death caused by the Company’s negligence).
11. Security and Data Backup
The Company’s detailed security and data backup practices are set forth in the Flex Catering Security Policy, which is incorporated by reference and available at our Security Policy.
12. Support and Service Levels
- Emergency Support: 24/7 for critical outages.
- Normal Support: Business hours, via ticketing system or email. Unless otherwise specified, support is limited to five hours per month.
- Target response times:
- High priority: 24 hours
- Medium: 3-5 days
- Low: 7-10 days
- Bug fixes: 15 days
13. Termination
13.1 For Non‑Payment: The Company may suspend the Client’s access to the Software for overdue fees. Following suspension, the Client’s stored data will be handled in accordance with Section 13.3.
13.2 For Cause: Either party may terminate for material breach with immediate effect upon notice. The Client may terminate for convenience in accordance with the Cancellation Policy in Section 13.4.
13.3 Suspension and Post-Termination: Upon account cancellation, suspension or termination:
- The Client must delete all copies of the Software and any associated materials.
- The Client’s access to the Software and all stored data will be disabled.
- The Company will retain the stored data for six months from the date of suspension or termination, but the data will not be accessible to the Client through the Software during that period. After the six-month retention period, the data may be permanently deleted and become irretrievable.
- Prior to account deactivation, the Client is responsible for logging into the Flex Admin portal to export Order History, Customer list, Product list, and other available reports in CSV or other supported formats. Flex Catering will provide reasonable support, via its standard support channels, to assist the Client in downloading these lists.
13.4 Cancellation Policy: For month-to-month plans, the Client may cancel its account by emailing the Company or submitting a cancellation request through the Client Portal. The monthly fee for the month in which cancellation is requested remains due, and the account will be suspended at the end of that month. For annual, semi-annual or other fixed-term plans, cancellation and non-renewal are subject to the applicable Proposal and Section 3.4. Prepaid fees remain non-refundable, and any outstanding fees committed for the current Term remain payable.
14. Notices
All notices under this Agreement must be sent by email. Where required by law, notices may also be sent by mail to the party’s registered address. Notices sent to an active email address shall be deemed received on the next business day if no bounce-back is received.
15. Privacy Policy and Data Processing Agreement
The Company’s Privacy Policy and, if applicable, Data Processing Agreement (for EU/UK GDPR clients) are incorporated by reference and form part of these Terms.
16. Assignment
Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that the Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.
17. Confidentiality
Each party (“Recipient”) agrees to hold the other party’s (“Discloser”) Confidential Information in strict confidence, use it solely to perform its obligations under this Agreement, and not disclose it to any third party except:
- with the Discloser’s prior written consent;
- to its employees, affiliates, or contractors who have a need to know and are bound by comparable obligations;
- to comply with applicable law, regulation, or legal process (provided the Recipient gives prompt notice to the Discloser and assists in any protective measures);
- to enforce its rights under this Agreement.
“Confidential Information” means non-public, proprietary, or business information disclosed by the Discloser, whether oral, written, or electronic, including pricing, roadmaps, technical data, and customer information, but excludes information that:
- is or becomes publicly available without breach of this Agreement;
- was known to the Recipient prior to disclosure;
- is independently developed by the Recipient without use of the Discloser’s Confidential Information;
- is rightfully received from a third party without restriction.
Term and Survival: The confidentiality obligations shall commence on the Effective Date and continue for five (5) years after termination or expiration of this Agreement; provided that any trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.
18. No Obligation for Future Features
The Company has no obligation to develop or deliver any new features, enhancements, or bug fixes beyond those expressly set forth in the Proposal or an approved Change Order.
19. Severability and Survival
If any provision of this Agreement is held invalid or unenforceable under law, such provision shall be struck and the remaining provisions shall continue in full force and effect.
Survival: The provisions of Sections 2 (License Grant), 4 (Restrictions on Use), 5 (Intellectual Property), 8 (Indemnification), 10 (Limitation of Liability), 17 (Confidentiality), 18 (No Obligation for Future Features), 20 (Future Amendments), 21 (Governing Law and Dispute Resolution) shall survive termination or expiration of this Agreement.
20. Entire Agreement and Amendment
This Agreement, together with the Proposal, Privacy Policy and any applicable Data Processing Agreement and API Agreement, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter. Except for amendments made under the Future Amendments provision below, no modification is effective unless it is agreed in writing, including by email, by an authorised representative of each party.
Future Amendments: The Company may amend these Terms by posting the updated Terms on its website and providing the Client with at least thirty (30) days’ notice by email. If the Client does not agree to an amendment, the Client may terminate this Agreement before the amendment takes effect. The Client’s continued use of the Software after the effective date of the amended Terms constitutes acceptance of those amendments.
21. Governing Law and Dispute Resolution
21.1 Good Faith Negotiation: Except where urgent injunctive or equitable relief is required, any dispute, controversy or claim arising out of or relating to this Agreement must first be referred to senior representatives of each party for good faith negotiation. The parties will attempt to resolve the dispute within thirty (30) days after written notice of the dispute.
21.2 Flex Software Pty Ltd: If the Company identified in the Proposal is Flex Software Pty Ltd, or if the Proposal does not identify a Company, this Agreement is governed by the laws of Queensland, Australia. If the dispute is not resolved through negotiation, it will be submitted to confidential mediation in Brisbane under the ACICA Mediation Rules. If the dispute is not resolved within sixty (60) days after the appointment of a mediator, it will be finally resolved by arbitration in Brisbane under the ACICA Arbitration Rules. The arbitration will be conducted in English by one arbitrator.
21.3 Flex Software USA LLC: If the Company identified in the Proposal is Flex Software USA LLC, this Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-law principles. If the dispute is not resolved through negotiation, it will be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will be conducted in English by one arbitrator, and the seat and location of the arbitration will be Miami, Florida. The Federal Arbitration Act will govern the interpretation and enforcement of this arbitration provision.
21.4 Court Proceedings: Either party may seek urgent injunctive or equitable relief from a court of competent jurisdiction. Any court proceedings permitted under this section, including proceedings to enforce an arbitration award, must be brought:
(a) where the Company is Flex Software Pty Ltd, in the courts of Queensland, Australia; or
(b) where the Company is Flex Software USA LLC, in the state courts located in Miami-Dade County, Florida, or the United States District Court for the Southern District of Florida.
Each party submits to the applicable jurisdiction specified above.
Last updated: September 2026
