Terms of service.

These terms are an agreement between you and Divergent Digital Studio Pty Ltd (ABN 36 679 490 352, ACN 679 490 352), of 260 Collins St, Suite 355, Level 2, Melbourne VIC 3000. NexDine is a product of Divergent Digital Studio Pty Ltd; we trade as NexDine. In these terms, "we", "us" and "our" mean Divergent Digital Studio Pty Ltd. "You" and "your" mean the business that subscribes to NexDine.

These terms apply when you subscribe to NexDine, create an account, or use the platform. If you accept these terms for a business, you confirm you are authorised to bind that business.

These terms cover the whole relationship, together with your order form, our Privacy Policy, and our Sub-processors page. If an order form signed by both parties says something different, the order form wins for that subject.

We give you a non-exclusive, non-transferable right to use the Platform for your own hospitality business, for as long as your subscription runs and you meet these terms.

You are responsible for your account. Keep credentials secret. Set the right permission level for each staff member. Remove access when a staff member leaves. Tell us straight away if you think an account has been compromised.

You are responsible for what your users do on the Platform, including your staff and any contractor you give access to.

We improve the Platform continuously. We may add, change or remove features. We will not make a change that removes material functionality you rely on without giving you notice under clause 25.

We may agree a free trial with you before your term starts. Where we do, its length is set out in your order form, and you pay no Subscription Fee during it. A trial never converts into a paid term on its own — your term starts only when you sign the order form.

Onboarding is real work performed by real people: configuring your tenant, importing your menu and customer records, building your venue website, and training your team. We will tell you what is in scope before we start.

You must give us the access, content and decisions we need, on time. If you do not, onboarding takes longer and we are not responsible for the delay.

The Subscription Fee is charged per venue, per year, at the package and price on your order form. We do not publish prices: every package is scoped and quoted for the venue it runs.

All prices we quote are in Australian dollars and include GST unless we say otherwise. We issue a tax invoice for every charge.

The Subscription Fee is charged for the full 12-month term in advance. There is no monthly billing option. The onboarding cost is included in the annual price — there is no separate Onboarding Fee line.

Every agreement is a 12-month commitment and renews automatically for a further 12 months. We write to you at least 30 days before each renewal and tell you the renewal price. You may tell us before then that you do not want to renew.

If a payment fails, we will tell you and try again. If it is still unpaid 14 days after the due date, we may suspend your account under clause 23. We will always give you notice first.

We may increase the Subscription Fee no more than once in any 12-month period, and only with at least 90 days' written notice before the increase applies. An increase never applies during a term you have already paid for. If you do not accept an increase, you may terminate before it takes effect and pay nothing further.

We offer a 30-day money-back guarantee on the Subscription Fee. If you cancel within 30 days of your subscription starting, we refund the Subscription Fee.

This guarantee is a commercial promise we add on top of the law. It does not limit any refund or remedy you are entitled to under the Australian Consumer Law. See clause 20.

We pay refunds to the payment method you used, within 10 business days of agreeing the refund.

• Adding a capability takes effect once we have both agreed it in writing, and is pro-rated for the rest of your term. Nothing is ever added to your package, or charged to you, without your agreement.
• Removing a capability takes effect at your next renewal, after you confirm it. We never remove anything automatically.
• Adding a venue adds one Subscription Fee for that venue, pro-rated from the day it goes live.

Pro-rating is calculated by Stripe against your annual term.

Card payments taken through the Platform are processed by Stripe, into your own Stripe account, under your own agreement with Stripe. Funds settle from Stripe directly to your bank account.

• We do not receive, hold, pool or control your customers' money.
• We take no cut and no markup on payments. You pay Stripe's published rate. We add nothing on top, and we charge no application fee.
• There are no monthly minimums, PCI surcharges or statement fees from us.

You must connect your own Stripe account before you take live payments. Until you do, the payment features are not available to you.

Card data is entered into payment fields hosted by Stripe. Full card numbers never reach our servers.

You own Your Data. We claim no ownership of it. We do not sell it. We do not share it with another operator.

You give us the licence we need to host, process, back up and display Your Data so we can run the Platform for you, and so we can support you when you ask. That licence ends when the data is deleted.

You can export Your Data at any time while your subscription is active, in standard machine-readable formats — bookings, customers, menu, orders, accounting journals and the audit log.

Every tenant is isolated at the database layer using PostgreSQL row-level security. One operator's data is not reachable from another operator's session.

We may produce aggregated, de-identified statistics about how the Platform is used, to operate and improve it. That output never identifies you, your venue or any guest, and we do not publish it as your data.

How we handle personal information is set out in our Privacy Policy, which forms part of these terms.

Australian privacy law does not divide parties into 'controllers' and 'processors'. Both of us can carry our own obligations under the Privacy Act 1988 (Cth) for the same information. The split below allocates responsibility between us; it does not reduce either party's obligations under the law.

You must have a lawful basis for the personal information you put into the Platform. That includes giving your guests a collection notice and obtaining consent where the law requires it.

We will help you respond to a guest's request to access, correct, delete or export their personal information. The Platform has built-in tools for these requests.

The Platform gives you tools. It does not make you compliant. You remain responsible for meeting the law that applies to your venue. In particular:

You must give us accurate information, keep it current, and tell us promptly if it changes.

This clause exists so there is no confusion about scope. NexDine calculates and prepares. It does not lodge, certify or advise.

• Payroll. NexDine calculates gross and award-based pay and exports it to a registered payroll provider. It is not a payroll system of record. It does not lodge Single Touch Payroll to the ATO, and we are not an ATO-approved Digital Service Provider for lodgement.
• Tax and BAS. NexDine prepares GST and BAS figures. It does not lodge them. Lodgement stays with you or your registered tax or BAS agent.
• Advice. Nothing produced by the Platform is legal, tax, financial, employment or food-safety advice. Check anything that matters with a qualified adviser.
• Payments. We are not a payment provider, money-transfer service or credit provider. See clause 8.

Award rates, tax tables and compliance rules change. We update them on a best-efforts basis. You must check that a figure is right before you pay it or lodge it.

Some features use artificial intelligence — forecasting, menu-engineering suggestions, the daily brief, guest-facing assistants, and drafting help.

• AI output is a suggestion, not a decision. A person must review anything that affects a guest, a staff member or your money before acting on it.
• AI output can be wrong. Do not rely on it as your only source for a price, a roster, an allergen or a financial figure.
• We do not use Your Data to train third-party foundation models. Our AI providers are engaged on terms that exclude training on your content.
• AI conversations are retained only for a limited period and then permanently deleted. The window is in our Privacy Policy.

We do not use AI to make a decision about an individual that has a legal or similarly significant effect on them, without a human in the loop.

You must not use the Platform to:

• break any Australian law, or help someone else break one;
• upload content you have no right to use, or content that is unlawful, misleading, defamatory or obscene;
• send marketing to people who have not consented, or ignore an unsubscribe request;
• attempt to reach another tenant's data, or probe, scan or test our security without our written permission;
• reverse engineer, decompile or copy the Platform, except where the law says you may;
• resell, sublicense or white-label the Platform without our written agreement;
• run automated traffic that degrades the service for other operators; or
• upload malicious code.

You must not use the Platform to store payment card numbers, government identity numbers, or health records beyond the dietary and allergy notes the booking features are designed for.

We aim for 99.9% monthly availability, measured across a calendar month and excluding planned maintenance and events outside our control. That allows about 43 minutes of unplanned downtime in a 30-day month.

Planned maintenance is scheduled outside peak trading hours where possible. We give you notice before maintenance that will interrupt service.

We tell you about an incident that affects you, while it is happening, not after. Support is provided in English, during Australian business hours, by email and in-product.

You can connect third-party services to your tenant — a POS, an accounting system, a delivery aggregator, a rostering tool, a calendar.

Those services are not ours. Your use of them is governed by your agreement with that provider. We are not responsible for their availability, their accuracy, or what they do with data you send them through the connection you authorise.

If a third party changes or withdraws its API, an integration can stop working. We will tell you and we will try to restore it, but we cannot promise an integration will always be available.

We encrypt the credentials you give us for an integration and store them at rest with AES-256-GCM.

We own the Platform, its code, design, documentation and brand. These terms give you a right to use it, not to own it.

You own your brand, your content, your menu and your photographs. You give us the limited licence we need to display them on the venue website and guest-facing surfaces we host for you.

If you send us feedback or a feature idea, we may use it without owing you anything. That does not give us any right to Your Data.

Each of us may learn confidential information about the other. Each of us will protect the other's confidential information, use it only for this agreement, and disclose it only to people who need it and are under the same obligation.

This does not apply to information that is already public, that the receiving party already knew, or that the law requires to be disclosed. If the law requires disclosure, we will tell you first where we are allowed to.

We take reasonable steps to protect Your Data. Our current controls include:

• row-level security on every tenant-bound table, enforced in the database;
• TLS 1.3 in transit and encryption at rest;
• AES-256-GCM encryption of integration secrets;
• an immutable, append-only audit log recording actor, role, action, IP address, user agent and timestamp;
• multi-factor authentication enforced on platform-administrator accounts;
• a strict Content Security Policy, HSTS, and rate limiting aligned to OWASP guidance; and
• hosting in the AWS Asia Pacific (Sydney) region.

No system is perfectly secure. If we become aware of a data breach affecting Your Data, we will tell you without undue delay, tell you what we know, and help you meet your own obligations under the Notifiable Data Breaches scheme.

You must tell us without undue delay if you become aware of a breach affecting your tenant.

Our services come with guarantees that cannot be excluded, including that they will be supplied with due care and skill, and will be fit for any purpose you told us about.

To the maximum extent permitted by section 64A of the Australian Consumer Law, where the services are not of a kind ordinarily acquired for personal, domestic or household use, our liability for failing to comply with a consumer guarantee is limited, at our option, to supplying the services again, or paying the reasonable cost of having them supplied again.

That limitation does not apply where it would not be fair or reasonable for us to rely on it.

This clause is read subject to clause 20. It never reduces a right you have under the Australian Consumer Law.

Subject to clause 20, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, or loss of goodwill, however caused.

Subject to clause 20, each party's total liability under this agreement in any 12-month period is capped at the total fees you paid us in the 12 months before the event giving rise to the claim.

The cap does not apply to: a party's breach of confidentiality; a party's wilful misconduct or fraud; your obligation to pay fees; or liability that cannot be capped by law.

We are not liable for loss caused by your failure to keep credentials secure, by inaccurate data you entered, by a third-party integration, or by your decision to act on an AI suggestion without reviewing it.

Each party must take reasonable steps to mitigate its loss. Neither party is liable for a failure caused by an event outside its reasonable control, but this does not excuse a failure to pay.

You indemnify us against loss we actually suffer from a third-party claim arising out of:

• content you published through the Platform infringing someone's rights;
• your breach of clause 11 (your obligations) or clause 14 (acceptable use); or
• marketing you sent without the consent the Spam Act 2003 (Cth) requires.

This indemnity does not apply to the extent the loss was caused by our own breach, negligence or wrongful act. We must tell you promptly about a claim, let you take conduct of the defence, not settle without your consent, and take reasonable steps to mitigate.

We indemnify you on the same basis against a third-party claim that the Platform itself infringes that party's Australian intellectual property rights.

We may suspend your access only where:

• fees are unpaid after we have given you notice and a chance to fix it;
• your use presents a security risk to the Platform or another operator;
• we are required to suspend by law; or
• you materially breach clause 14 and do not fix it after notice.

We will give you notice and a reasonable chance to fix the problem first, unless the risk is immediate and serious. We will suspend no more than is necessary, and restore access as soon as the cause is resolved. Suspension does not delete Your Data.

Your agreement renews for a further 12 months unless you tell us otherwise. We will remind you in writing at least 30 days before renewal, and tell you the renewal price.

We charge nothing for export. We do not withhold Your Data over a fee dispute.

Clauses 9, 18, 20, 21, 22 and 26 survive termination.

We may change these terms. We will give you at least 30 days' written notice before a change takes effect, and we will tell you what changed.

If a change is materially adverse to you, you may terminate before it takes effect, at no cost, and we will refund the unused part of any fee you have paid in advance.

We will not apply a change retrospectively to anything that has already happened.

A change required by law may take effect on shorter notice. We will tell you why.

Talk to us first. Email us at hi@thedds.com.au with the problem and what you want. We will respond within 10 business days and try to resolve it with you.

If we cannot resolve it within 30 days, either party may refer it to mediation before starting proceedings. This does not stop either party seeking urgent interlocutory relief.

These terms are governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that state and the courts that hear appeals from them.

You may also complain to the ACCC or your state fair-trading office. Nothing here prevents that.

• Assignment. Neither party may assign this agreement without the other's consent, except to a buyer of substantially all of its business, on notice.
• Severance. If a clause is unenforceable, it is severed and the rest continues.
• No waiver. Not enforcing a right once does not waive it.
• Notices. Notices to you go to your account's registered email. Notices to us go to hi@thedds.com.au.
• Entire agreement. These terms, your order form, the Privacy Policy and the Sub-processors page are the whole agreement. This does not limit your rights in respect of anything we told you before you signed up.
• Relationship. We are independent contractors. Nothing here creates a partnership, joint venture or employment relationship.

Divergent Digital Studio Pty Ltd (ABN 36 679 490 352), 260 Collins St, Suite 355, Level 2, Melbourne VIC 3000.