This Agreement is made between Flex Software Pty Ltd trading as Flex Catering Software (ABN: 28 612 668 587) (“Company”) and the entity or individual agreeing to these terms (“Client”). By using Flex Catering or registering for an account, the Client accepts and agrees to these Terms.
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 separate written document (e.g., quotation or order form) agreed by the parties, specifying pricing, duration, scope, and additional services.
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 remain with the Company.
3. Term, Fees, and Billing
3.1. Term: Commences when Software access is provisioned and continues, or as per specified in the Proposal, until terminated under Section 12.
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 Auto-Renewal: Unless either party gives written notice at least 30 days prior to the end of the then-current Term, this Agreement will automatically renew for additional periods equal to the expiring Term at the then-current fees.
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.
5. Intellectual Property
5.1 All Company trademarks, service marks, trade secrets, and copyrights remain the exclusive property of the Company.
5.2 The Client retains ownership of all content it provides or uploads and warrants it has rights to such content.
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 Company retains all intellectual property rights and copyrights (including, but not limited to, foreground IP, code, and features) for any customisations and enhancements made to the Software.
5.5 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 it has authority to grant this license and that the Software will not infringe third‑party rights. Except as expressly stated, the Software and Services are provided “as is” without other warranties, express or implied, including merchantability or fitness for a particular purpose.
7. Indemnification
The Client shall defend, indemnify, and hold harmless the Company, its affiliates, officers, and employees from any claims arising out of Client’s breach of this Agreement, violation of law, or use of the Software.
8. Third‑Party Integrations and Payment Providers
8.1 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.
8.2 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.
8.3 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.
8.4 Payment processing is handled by third‑party providers. The Client is bound by their terms and any associated fees or liabilities.
8.5 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.
8.6 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.
8.7 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 9 (Limitation of Liability).
9. Limitation of Liability
9.1 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 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) AUD 5,000.
9.2 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.
9.3 Third‑Party Services: The Company has no liability for acts or omissions of third‑party services providers (including Payment Providers and API integrators).
9.4 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.
9.5 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.
9.6 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.
9.7 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).
10. 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.
11. 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
12. Termination
12.1 For Non‑Payment: The Company may suspend access for overdue fees and decommission the Software after 30 days of suspension, resulting in data loss unless fees are paid.
12.2 For Cause: Either party may terminate for material breach with immediate effect upon notice. The Client may terminate for convenience with at least 30 days’ written notice; fees remain due for the notice period.
12.3 Post-Termination. Upon termination or cancellation of the Services and this Agreement:
- The Client must delete all copies of the Software and any associated materials.
- The Client acknowledges that, after account suspension or termination, all access to the Software and stored data will be permanently disabled and 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.
12.4 Cancellation Policy: The Client may cancel their account by emailing the Company or requesting cancelling via 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 (e.g., if cancellation is requested on July 10, the July fee is due, no invoices will be issued from August onward, and the account will be suspended on July 31).
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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), 7 (Indemnification), 9 (Limitation of Liability), 16 (Confidentiality), 17 (No Obligation for Future Features), 19 (Future Amendments), 20 (Dispute Resolution), and 21 (Governing Law and Jurisdiction) shall survive termination or expiration of this Agreement.
19. Entire Agreement and Amendment
This Agreement (together with the Proposal, Privacy Policy, Data Processing Agreement, and API Agreement) constitutes the entire understanding between the parties and supersedes all prior agreements, written or oral. No modification is effective unless in a written amendment signed by authorized representatives of both parties.
Future Amendments: The Company may amend these Terms by posting updated Terms on its website and providing at least thirty (30) days’ notice to the Client via email. If the Client does not agree to the amended Terms, the Client may terminate this Agreement before the amended Terms take effect.
20. Dispute Resolution
Except for injunctive or equitable relief, any dispute, controversy, or claim arising out of or relating to this Agreement shall first be referred to senior executive representatives of each party for good faith negotiation for a period of thirty (30) days. If unresolved, the dispute shall be submitted to confidential mediation in Brisbane under the Mediation Rules of the ‘Australian Centre for International Commercial Arbitration’ (ACICA). If mediation does not resolve the dispute within sixty (60) days of appointment of a mediator, the dispute shall be finally resolved by arbitration in Brisbane under the ACICA Arbitration Rules, with the arbitral award being final and binding and may be entered and enforced in any court of competent jurisdiction.
21. Governing Law and Jurisdiction
This Agreement is governed by the laws of Queensland, Australia. Disputes shall be resolved exclusively in the courts of Queensland.
Last updated: June 2025
