Terms of Use

These Terms of Use (the “Terms”) are a binding agreement between OnCloudWine Labs Pty Ltd (ABN 20 690 638 736), trading as OnCloudWine (“we”, “us”, or “our”), and the person or legal entity that registers for, or uses, the OnCloudWine platform and associated services (“you” or “Customer”).

By creating an account, signing an order form, or using the Services, you agree to these Terms. If you are accepting these Terms on behalf of an Organisation, you represent that you have authority to bind that Organisation and that “you” and “Customer” refer to that Organisation.

If you do not agree to these Terms, do not use the Services.

• Services means the OnCloudWine platform, websites, APIs, mobile or web apps, and related support made available by us.
• Customer Data means any data, content, or material that you or your users, including your Contacts, provide, upload, generate, or transmit through the Services.
• Contacts means the customers, club members, or other end users of your business whose data you manage using the Services.
• Subscription means your paid access plan to the Services.
• Third-Party Services means services, integrations, or content not provided by us (for example Stripe, Square, shipping carriers, email marketing tools).

You must be at least 18 years old and able to form a binding contract under applicable law. You must provide accurate and complete registration information and keep it current.

The Services are intended for use by businesses operating lawfully in the wine industry or adjacent industries. If you use the Services for the sale or distribution of alcohol you must comply with all applicable laws, including licensing, age verification, shipping, labelling, and tax rules in every jurisdiction where you operate. You, not us, are responsible for that compliance.

You are responsible for all activity under your account, for keeping credentials secure, for restricting access to authorised personnel, and for notifying us promptly of any suspected unauthorised access. We may require multi-factor authentication.

We may suspend or terminate access to any account that we reasonably believe is being used in breach of these Terms, is compromised, or presents a security risk.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable licence during the term of your Subscription to access and use the Services for your internal business purposes.

We may modify, add, or remove features of the Services from time to time. Where a change materially reduces functionality, we will use reasonable efforts to provide prior notice.

Subscription fees. Your plan, fees, and billing frequency are described at sign-up, on our pricing page, or in an order form. Subscription fees are payable in advance and are non-refundable except as required by law.

Platform transaction fees. Depending on the payment provider you connect, we may apply a platform transaction fee on payments processed through the Services:

• For payments processed via a connected Stripe account, the platform fee is collected by Stripe at the time of the transaction as an application fee.
• For payments processed via a connected Square account, the platform fee is accrued on each successful transaction and added to your next subscription invoice from us.

Platform fee rates are disclosed at sign-up or in your order form and may be updated on reasonable notice.

Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes except for taxes based on our net income.

Non-payment. If any amount is not paid when due, we may, without prejudice to our other rights, suspend or terminate your access to the Services, charge interest on overdue amounts at the maximum rate permitted by law, and refer outstanding amounts to recovery agents (you will be responsible for our reasonable recovery costs).

Payment methods.You authorise us, and our payment processor, to charge the payment method you provide for amounts due. We do not store full payment card numbers — card data is handled by PCI-DSS compliant payment processors.

Ownership. As between you and us, you own all Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and process Customer Data solely as necessary to provide the Services, improve their security and reliability, and comply with law.

Your warranties. You represent and warrant that:

• you own or have all necessary rights, consents, and lawful bases to collect, use, and share Customer Data with us;
• Customer Data does not infringe any third-party rights or violate any law;
• you will provide any privacy notices required by applicable law to your Contacts and will honour their data subject rights; and
• you will not use the Services to store or process any information you are not legally permitted to handle.

You are the data controller. For the purposes of privacy laws, you are the controller (or equivalent) of Customer Data and we act as processor. You are solely responsible for the accuracy, quality, and lawfulness of Customer Data and for responding to data subject requests, regulators, and chargebacks relating to your Contacts.

Alcohol industry compliance. You are solely responsible for complying with all laws applicable to the sale, marketing, shipping, and distribution of alcohol, including age-verification, labelling, tax, excise, import/export, and carrier requirements in each jurisdiction where your Contacts are located. We are a software provider only; we do not sell, distribute, or import alcohol, and we make no representation that using the Services will cause you to be compliant with any such law.

You must not, and must not permit any third party to:

• use the Services in violation of any law, or to infringe any third-party rights;
• upload malicious code, send spam, or interfere with the integrity or performance of the Services;
• attempt to gain unauthorised access to the Services or to data not belonging to you;
• reverse engineer, decompile, or copy any part of the Services except to the extent expressly permitted by law;
• resell, sublicense, or offer the Services as a standalone product to a third party; or
• benchmark or attempt to replicate any features of the Services.

The Services may interoperate with Third-Party Services that you choose to enable, including payment providers (such as Stripe and Square), shipping carriers, e-commerce platforms (such as WooCommerce), POS systems, and email marketing tools.

Your use of any Third-Party Service is governed by that provider’s own terms and privacy policy. We are not responsible for, and do not warrant, any Third-Party Service or for any act or omission of a Third-Party Service provider. If a Third-Party Service becomes unavailable, changes its terms, or is discontinued, we may modify or discontinue the relevant integration without liability to you.

As between you and us, we own all right, title, and interest in and to the Services, including all software, documentation, designs, trademarks, and know-how. No rights are granted except those expressly stated in these Terms.

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

Each party may have access to the other party’s non-public information that is marked or would reasonably be regarded as confidential. The receiving party must protect such information using the same degree of care it uses for its own information (and no less than reasonable care), and must not use or disclose it except as necessary to perform its obligations or exercise its rights under these Terms.

We aim to make the Services available at all times but we do not guarantee uninterrupted availability. The Services may be unavailable during planned maintenance, emergency maintenance, or because of factors outside our reasonable control. Unless a separate written service level agreement applies, we make no commitment as to availability, performance, or support response times, and we may change or suspend the Services at our discretion.

Except for any non-excludable consumer guarantees under applicable law, the Services are provided “as is” and “as available” without warranty of any kind, either express or implied. To the maximum extent permitted by law we disclaim all warranties including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or trade usage.

We do not warrant that the Services will be uninterrupted, error-free, secure, or free from loss or corruption of data, that defects will be corrected, or that the Services will meet your requirements. You are responsible for maintaining your own backups.

If you are a “consumer” for the purposes of the Australian Consumer Law, nothing in these Terms excludes, restricts, or modifies any right, guarantee, or remedy that cannot lawfully be excluded. To the extent we are permitted to limit our liability for a breach of a non-excludable guarantee, our liability is limited, at our option, to re-supplying the Services or paying the cost of re-supplying the Services.

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for loss of profits, revenue, goodwill, business opportunity, data, or anticipated savings, whether arising in contract, tort (including negligence), equity, or otherwise, even if advised of the possibility of such damages.

Our total aggregate liability for all claims arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the total fees paid by you to us for the Services in the twelve (12) month period immediately preceding the first event giving rise to the liability.

The limitations and exclusions in this section apply to the greatest extent permitted by law, even if a remedy fails of its essential purpose. Nothing in these Terms excludes liability that cannot be excluded by law (for example, liability for fraud or fraudulent misrepresentation).

You will defend, indemnify, and hold harmless OnCloudWine Labs Pty Ltd, our affiliates, and our respective officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• your breach of these Terms or of any applicable law;
• Customer Data, including any claim that Customer Data infringes a third party’s rights or violates privacy laws;
• your business operations, products, or services, including alcohol-industry compliance, age verification, shipping, and tax obligations;
• your or your users’ use of the Services, including any chargeback, dispute, or claim by your Contacts; and
• your configuration or use of any Third-Party Service.

We will promptly notify you of any claim subject to indemnification and may participate in the defence with counsel of our own choosing at our own expense. You must not settle any claim without our prior written consent, which we will not unreasonably withhold.

Either party may terminate these Terms for material breach that remains uncured for thirty (30) days after written notice. We may suspend or terminate your access immediately, without prior notice, if we reasonably believe you have violated these Terms, the law, or another party’s rights, or if your account poses a security, legal, or commercial risk.

On termination of the Subscription: (a) your right to use the Services ends; (b) accrued fees are payable; (c) for a reasonable period (of no less than 30 days) we will make available a mechanism for you to export Customer Data; and (d) after that period, we may delete or de-identify Customer Data in accordance with our retention practices, subject to any legal obligation to retain it.

Any provision of these Terms that by its nature should survive termination will survive, including provisions relating to fees owed, Customer Data warranties, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and the governing-law and dispute-resolution provisions.

These Terms are governed by the laws of Victoria, Australia, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts of Victoria, Australia, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

We may update these Terms from time to time. If we make material changes we will notify you by email or by posting a prominent notice in the Services. Continued use of the Services after the effective date of the updated Terms constitutes your acceptance of them. If you do not agree, you must stop using the Services.

• Force majeure. Neither party is liable for any delay or failure to perform due to events beyond its reasonable control.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without restriction as part of a merger, acquisition, or sale of assets.
• Notices. Notices to us must be sent to the email address listed below. Notices to you will be sent to the email address on your account.
• Severability. If any provision is found unenforceable, the remaining provisions remain in effect.
• Waiver. Failure to enforce any provision is not a waiver of that provision.
• No partnership. Nothing in these Terms creates a partnership, agency, or employment relationship between the parties.
• Entire agreement. These Terms, together with our Privacy Policy and any order form or data processing addendum we sign, constitute the entire agreement between the parties and supersede all prior discussions.

OnCloudWine Labs Pty Ltd trading as OnCloudWine
Victoria, Australia
Email: [email protected]