Please read these Terms carefully before registering to use the Doshii Services. These Terms apply to you and by signing up, accessing, using or continuing to use the Doshii Services, you accept and agree to be bound by these Terms.
This is a legal agreement between you (whether as an individual or an entity) (Merchant) and Doshii Connect Pty Ltd (Doshii), a venue management platform that streamlines connections between software applications and point of sale systems. If you do not agree to these Terms, promptly stop using the Doshii Services and delete any accompanying items in their entirety.
1. Access to Doshii Services and Licence
Doshii grants you a revocable, non-exclusive and non-transferable licence to use the Doshii Services in accordance with these Terms. If you make any purchase or subscription for paid services from the Doshii Dashboard (or similar Doshii marketplace), your right to access and use of that service is subject to compliance with these Terms and payment of the relevant fees (if any).
You warrant that you have all right, title and authority to enter into these Terms (whether as Merchant or Agent). If you do not have such authority, you must not use the Doshii Service. References in these Terms to “you” includes your Agents.
3. Merchant responsibilities and restrictions
You acknowledge and agree that you:
- will comply with these Terms and be responsible for your Agents’ compliance with these Terms and all activity that occurs under your Account;
- will comply with, and ensure your Agents comply with applicable Law (including consumer protection Laws);
- are responsible for ensuring that your Account, Platform Data and any other information that is associated with your Account complies with applicable Law;
- are responsible for ensuring that Platform Data, including menu and allergen information, is complete, accurate and up-to-date (including where your menu is updated by Doshii at your request);
- will immediately notify Doshii if there is a change to:
- your contact details (including, email address and phone number);
- the bank account details connected to your Account; or
- your ability to meet your liabilities as and when they fall due,
- will provide 5 Business Days’ prior written notice to Doshii if there is a change in:
- ownership and control of your business; or
- the nature of your business,
- are responsible for determining whether the Doshii Service is sufficient for your purpose;
- will keep your Doshii Account log-in information safe and secure and immediately notify Doshii of any breach of this obligation;
- you will not:
- license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, share, time share or otherwise commercially exploit or make the Doshii Service or any Ancillary IP available to any third party, other than authorised Agents in furtherance of your internal business purposes as expressly permitted by these Terms;
- use the Doshii Service to process data on behalf of any third party;
- modify, adapt, or hack the Doshii Service or any Ancillary IP or otherwise attempt to gain unauthorised access to the Doshii Service or Ancillary IP or related systems or networks;
- charge, encumber or purport to use as security any of the rights granted to you under these Terms;
- use the Doshii Services in any way that adversely affects the performance or function of the Doshii Service;
- falsely imply that you have any sponsorship or association with Doshii, other than as expressly provided for in the Terms;
- use the Doshii Service to send, or facilitate the sending of, unsolicited or unauthorised junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;
- attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software comprised in the Doshii Service or any Ancillary IP;
- use the Doshii Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, abusive, libellous, offensive, or that infringes on any third party’s rights; or
- use the Doshii Service to knowingly post transmit, upload, link to, send or store any Malicious Software.
4. Data and confidentiality
- You acknowledge that by accessing the Doshii Service as a Merchant, information regarding your customers (including information that may constitute Personal Information) will be made available to Doshii Certified Apps and POS to facilitate the operation of the Doshii Service. You warrant to Doshii that you will hold all consents, authorities and any other acceptances required to be obtained under the Privacy Laws (or otherwise) to provide data or information which is obtained by you in the course of your business and to disclose that data to Doshii in the course of your use of, and access to, the Doshii Service.
- Subject to clause 4(d) below, Doshii will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Personal Information which is made available to Doshii in the course of providing the Doshii Service.
- Doshii may access, collect, use or disclose Platform Data:
- as necessary to provide the Doshii Service;
- as contemplated by these Terms; and
- to perform analytics.
- You further agree that:
- Doshii, and the service providers used to assist Doshii in providing the Doshii Service (if any), shall have the right to access your Account and to use, disclose and make available Platform Data provided by you (which may include Personal Information) in the course of your access to, and use of, the Doshii Service to Doshii-Certified Apps and POS. Any third party service providers Doshii utilises will only be given access to your Account as is reasonably necessary to provide you with the Doshii Service. Subject to clause 4(e)(ii) below, Doshii will only disclose information to third parties as necessary to provide the Doshii Service; and
- Doshii may use De-Identified Platform Data for its own commercial purposes. You can opt out at any time by emailing firstname.lastname@example.org and any De-Identified Platform Data received after your opt-out will not be used for commercial purposes.
- You agree that you will not use, share, collect, process or exercise control over Confidential Information other than to use the information for the specific purpose for which the Confidential Information has been collected.
5. Intellectual Property Rights
- Each party will retain all of its respective rights, title and interest in and to all respective patents, inventions, copyrights, trade marks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, Intellectual Property Rights). The Doshii Services, sample code, documentation, and trade marks/logos provided on this site and in hardcopy form by Doshii are the intellectual property of Doshii and are protected under applicable Laws.
- Without limiting any other clause of these Terms, you grant Doshii a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to use, share, reproduce and analyse the Platform Data and to commercialise the Platform Data but on a De-Identified basis (i.e. without any Personal Information). For the avoidance of doubt, this licence survives termination or expiry of these Terms for whatever reason. You warrant to Doshii that you are able to grant this licence to Doshii.
- You acknowledge and agree that the rights granted to you to use the Doshii Service do not convey any proprietary or additional rights in the Doshii Service or any Ancillary IP, or in any associated Intellectual Property Rights. Subject only to limited rights to access and use the Doshii Service as expressly set out in these Terms, all rights, title and interest in and to the Doshii Service and Ancillary IP and all hardware, software, source code and other components of or used to provide the Doshii Service, including all related Intellectual Property Rights, will remain with and belong exclusively to Doshii.
- Any modifications or new Intellectual Property Rights created in response to suggestions, enhancement requests, recommendations or other feedback Doshii receives from you will be owned solely by Doshii and, to the extent that any ownership is deemed to vest in you, your irrevocably assign all title and rights to those Intellectual Property Rights to Doshii.
- The name “Doshii” and Doshii’s other product and service names, and logos used or displayed in connection with the Doshii Service are registered or unregistered trade marks of Doshii (collectively, Marks), and you may only use such Marks during the Term to identify yourself as a subscriber to the Doshii Service, provided you do not:
- attempt, now or in the future, to claim any rights in the Marks;
- degrade the distinctiveness of the Marks; or
- use the Marks to disparage or misrepresent Doshii, its services or products.
- During the Term, you grant Doshii a licence to use your venue name and your logos or registered or unregistered trade marks (if any) on the Doshii marketplace, the Doshii website or on Doshii promotional material for the purposes of identifying you as a Merchant who uses the Doshii Service and in connection with any feedback or testimonial Doshii receives from you.
6. Third Party Services & Software Applications and Support
- If you decide to enable, access or use Apps and POS through or as a result of access to, or use of, the Doshii Service, you acknowledge and agree that your access and use of such Apps and POS is governed by the terms and conditions of such Apps and POS.
- While Doshii-Certified Apps and POS may be subject to Doshii verification and/or certification, Doshii does not endorse, is not responsible or liable for, and makes no representations as to, any aspect of Apps and POS which may be accessed through or as a result of integration with or use of the Doshii Service, including, without limitation, their content or the manner in which they handle data or any interaction between you and the provider of such Apps and POS.
- Doshii makes no representation or warranty with respect to the security, performance or functionality of third party Apps and POS, including for the avoidance of doubt, in relation to any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Apps and POS via the Doshii Service, or in respect of data or Personal Information accessed by you through the Doshii Service which is collected by the Other Service, or your reliance on the privacy practices, data security processes or other policies of such Apps and POS.
- Doshii makes no representation regarding the ongoing use of the Doshii Service by any particular provider of Apps and POS or that any particular Apps and POS will be, or will remain, available through the Doshii Service. The providers of Apps and POS (including Doshii-Certified POS) may have specific or particular technical and other requirements and or charge fees in relation to your connection to Doshii Services.
- You acknowledge and agree that the support of Apps and POS which you access through the Doshii Service (including any issues with the connectivity of Apps and POS and the Doshii Service) is the responsibility of the providers of those Apps and POS. Doshii may provide you with a contact point (typically an email address) for the purposes of making direct enquiries (including support enquiries) to Doshii, however, notwithstanding this, you agree that all critical and urgent support enquiries and technical issues will be directed to the provider or providers of the affected Other Service.
7. Disclaimer of warranties
- The Doshii Services, are provided “as is” and “as available” and without warranties of any kind either express or implied. Doshii does not warrant that the functions contained in the Doshii Services will meet your requirements, be fit for your purpose, or that the operation of the Doshii Services (including the connection to third party Apps and POS) will be secure, uninterrupted or free from errors, bugs or viruses.
- Doshii does not guarantee that Platform Data transmitted via the API will be accurate, up-to-date or complete. Due to the nature of the Doshii Service, from time to time certain data (such as customer, order, menu and allergen information) may not be correctly transmitted to the App or POS (as applicable) and/or displayed to the relevant users.
- If you are a Consumer, as that term is defined under Schedule 2 of the Competition and Consumer Act 2010 (Cth), additional guarantees (Statutory Guarantee) may apply to the Doshii Service. If this is the case, then our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Doshii Service, you are entitled: to cancel your service contract with us; and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the Doshii Service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract. If the Doshii Service fails to meet any Statutory Guarantee, and the services are not of the kind ordinarily acquired for personal, domestic or household use, Doshii’s liability to you for failure to meet such Statutory Guarantee is limited to doing any one or more of the following (at Doshii’s election): (i) the re-supply of the services; or (ii) the payment of the cost of re-supplying the services.
8. Limitation of liability
- To the maximum extent permitted by Law, Doshii’s aggregate liability to Merchant or any third party (whether in contract, tort, negligence or otherwise) arising out of these Terms in no event will exceed the fees paid to Doshii (either by the relevant Merchant or on that Merchant’s behalf) during the 12 months prior to the first event or occurrence, or series of events or occurrences, giving rise to such liability.
- Doshii specifically disclaims responsibility for liability that relates to the Merchant’s inability to use the Doshii Services (which are provided on an “as is” and “as available” basis) even if Doshii has been advised of the possibility of such damages.
- Except for liability arising under an indemnity, neither party is liable for Consequential Loss. However, nothing in this paragraph 8(c) prevents the recovery by Doshii of the costs of recreating or reloading any lost or damaged Platform Data, or any regulatory or governmental penalties or fines.
- Nothing in these Terms is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 (Cth), or the Fair Trading Acts in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
These Terms are effective until terminated by either party, subject to clause 12(f).
10. Cancellation and Termination
- You may cancel your Account and access to the Doshii Service at any time by emailing email@example.com. You are liable for all fees (including monthly subscription fees) incurred for the Doshii Service up until the date that Doshii receives your notice of cancellation (as advised by Doshii) unless a later cancellation date is nominated by You.
- Doshii may cancel your Account and access to the Doshii Service by giving you 30 days’ prior written notice.
- Doshii, at its option, may terminate or suspend your access to the Doshii Service immediately by notice in writing to you if you breach these Terms and you have not remedied that breach within seven days of receiving a written notice from Doshii.
- Termination of your access to the Doshii Service for any reason shall be without prejudice to the rights and obligations of each party accrued up to and including the date of termination.
- Upon termination you will lose your right to access the Doshii Service or Platform Data (including any rights to the Ancillary IP).
You will indemnify Doshii for any third party claim brought against Doshii arising from or related to:
- use of, or access to, the Doshii Service by you in breach of these Terms;
- use of the Platform Data by you or your Agents, other than in accordance with these Terms;
- your breach of the warranty in clause 4(b) of these Terms; or
- matters which you have expressly agreed to be responsible for pursuant to these Terms.
- These Terms are governed by the Laws of New South Wales, Australia and the parties submit to the jurisdiction of the Courts of that State.
- Doshii may, without your consent, transfer, assign or novate your Agreement with you to any related body corporate (as that term is defined in the Corporations Act 2001 (Cth)) or in connection with any merger or change of control of Doshii or the sale of all or substantially all of Doshii’s assets provided that any such successor agrees to fulfil its obligations pursuant to these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
- Doshii may make amendments to these Terms from time to time which are necessary to protect its legitimate business interests, in which case the new Terms will supersede prior versions. Doshii will make commercially reasonable attempts to notify you in writing not less than seven days prior to the effective date of any such amendment to these Terms and your continued use of the Doshii Service following the effective date of any such amendment will be relied upon by Doshii as your consent to any such amendment.
- Doshii’s failure to enforce any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms.
- Any term of these Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of these Terms is not affected.
- Clauses 4 (Data & Confidentiality), 5 (Intellectual Property), 11 (Indemnity) and 12 (General) shall survive any termination of these Terms with respect to use of the Doshii Service by you. Termination shall not limit either parties’ liability for obligations accrued as of or prior to such termination or for any breach of these Terms.
- You acknowledge that Doshii may provide an initial and/or ongoing commission to providers of App or POS products or services as a result of Merchants referrals. Similarly, Doshii may also receive commissions arising from referring Merchants to App or POS providers.
- All legal notices to a party may be delivered in writing by mail or email to the address provided for contacts at the time of you registering your Account. All notices shall be deemed to have been received:
- if sent by email, immediately upon delivery; and
- if sent by post, within 3 Business Days after the date of posting (if posted within Australia) and 10 Business Days after posting (if posted to an address outside of Australia).
- These Terms forms the entire agreement between you and Doshii.
13. Definitions and interpretation
Account means all Doshii accounts created by or on behalf of you in connection with your access to, and use of, the Doshii Service.
Agent means an individual who uses the Doshii Service through your Account as an agent and/or administrator and as identified through a unique login.
Ancillary IP means all intellectual property arising from, or connected with, the Doshii Service including the Doshii API, the Doshii Dashboard, sample code, tool, utilities and any application(s) or program(s) that Doshii may in future create or licence which Doshii makes available as part of, or in connection with, the Doshii Service.
App means a software application through which third-party products or services are provided to users.
API means the application programming interface developed and enabled by Doshii that permits certain functionality provided by the Doshii Service, including without limitation, enabling the interaction between Doshii, you and other Doshii subscribers, and the integration of a Doshii environment with other software applications.
Business Day means a day which is not a Saturday, Sunday or a public holiday in Melbourne, Australia.
Confidential means all information disclosed by you to Doshii or by Doshii to you which is labelled “confidential” or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For the purposes of these Terms, Personal Information shall be deemed Confidential Information.
Consequential Loss means:
- indirect, special or consequential Loss, provided that nothing in this paragraph includes any Loss which may fairly and reasonably be considered to arise naturally, that is according to the usual course of things, from the breach or other act or omission giving rise to the relevant liability;
- lost opportunity, profits, revenue, customers or goodwill;
- Loss arising from or related to incomplete or inaccurate data (including Platform Data); and
- business interruption.
De-identified means that the data or information does not contain Personal Information.
Doshii means Doshii Connect Pty Ltd (ACN 645 980 203) of 1 Harbour Street, Sydney NSW 2000 Australia and any of its successors or assignees.
Doshii-Certified means, in respect of a provider of Apps and POS, that the relevant provider meets the requirements for integration and operation with Doshii.
Doshii Dashboard means the website and/or mobile applications, to view your account and services with Doshii, browse and connect to Apps, manage your menus and have visibility over certain Platform Data and may include the online marketplace through which additional services may be purchased or subscribed.
Doshii Service means the solutions and tools provided by Doshii to facilitate connectivity with (and in some instances between) and management of Apps and POS utilising the Ancillary IP.
Law means any one or more of the following:
- legislation, including regulations, by-laws and other subordinate legislation;
- a decision by a government agency, statutory tribunal, Commonwealth of Australia authority or commission or similar governmental body;
- common law and equity; and
- guidelines, policies and codes of the Commonwealth of Australia, and States and Territories of Australia, with which a party is legally required to comply.
Loss means any loss, liability, damage, costs and expenses (including reasonable legal fees, disbursements, costs of litigation, settlement, judgement, interest and penalties and external costs of investigation).
Malicious Software means:
- viruses, malware, worms, trojan horses, time bombs, phishing software or any other similar harmful software; and
- all other code that has the effect or intended effect of disabling or otherwise shutting down the API or the Service.
Marks has the meaning given to that term in clause 5.
Merchant means a business, whether a corporation, natural person or other entity, which utilises the Doshii Services in the course of the provision of retail or hospitality goods and services to end customers from a venue or venues, which may (but will not necessarily) also utilise the services of Doshii-Certified Apps and POS.
Personal Information means personal information as defined in the Privacy Act 1988 (Cth).
Platform Data means all electronic data, text, messages or other materials submitted to the Doshii Service by or on behalf of you, including your POS and Apps. Without limiting the above, this includes menu details (including allergen information), customer details and order details (including notes).
POS means a point-of-sale software system.
Privacy Laws means the Privacy Act 1988 (Cth) and all other relevant laws, regulations, code of practice or other legally enforceable instrument which relate to the privacy and protection of Personal Information.
Subscription means your subscription to the Service as set out in these Terms.
Terms means the terms and conditions as set out in this document.