Terms & Conditions

3.1 Grant: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform solely for your internal business operations.

3.3 Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorised use.

4.1 Confidentiality: Each party agrees to protect the other's Confidential Information with the same degree of care it uses to protect its own confidential information of like nature, but in no event less than reasonable care. Neither party shall disclose the other party's Confidential Information to any third party without prior written consent, except as required by law or regulation.

4.2 Salesforce Data Integration: You acknowledge the Platform ingests data from Salesforce. You warrant that you have the necessary rights and authorisations to access and process such data within the Platform. We treat this data as strictly confidential and use it solely to provide the Service.

4.3 Data Security: We implement industry-standard technical and organisational measures (including encryption in transit and at rest, role-based access controls, and audit logging) to protect Customer Data, aligned with ISO 27001 principles and the Australian Privacy Principles (APPs).

4.4 Data Hosting: All Customer Data is hosted exclusively within Australia on secure cloud infrastructure. Data does not leave Australian jurisdiction.

5.1 Platform Ownership: The Platform, including its source code, architecture, user interface, documentation, and all related Intellectual Property Rights, remains the exclusive property of Milk Department.

5.2 Customer Data: You retain all rights, title, and interest in your Customer Data. You grant us a limited, non-exclusive license to use your data solely to provide and improve the Service, and for no other purpose.

5.3 Feedback: If you provide suggestions, ideas, or feedback about the Platform, we may use this feedback without restriction or obligation to you.

6.1 Service Availability: We endeavour to provide the Platform with reasonable uptime but do not guarantee uninterrupted, error-free, or completely secure operation. Scheduled maintenance will be communicated in advance where practicable.

6.2 No Advice: Data provided through the Platform (including analytics, forecasts, and reports) is for informational purposes only and does not constitute financial, legal, or operational advice.

6.3 Australian Consumer Law: Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) or any equivalent state or territory legislation that cannot be excluded, restricted, or modified by agreement.

7.1 Exclusion: To the maximum extent permitted by law, neither party shall be liable for any indirect, special, incidental, or consequential damages (including loss of profits, data, or business opportunities) arising from or related to these Terms or the use of the Platform.

7.2 Cap: Each party's total aggregate liability arising out of or related to these Terms shall not exceed the total amount paid by the Customer to Milk Department for the use of the Platform in the twelve (12) months immediately preceding the event giving rise to the claim.

7.3 Exceptions: The limitations in this section do not apply to: (a) breach of confidentiality obligations; (b) a party's indemnification obligations; or (c) liability that cannot be limited under applicable law.

8.1 By Customer: You agree to indemnify, defend, and hold harmless Milk Department against any claims, demands, or proceedings arising from: (a) your use of the Platform in violation of these Terms; (b) your breach of any representation or warranty; or (c) your infringement of any third-party rights.

8.2 By Milk Department: We will indemnify and hold you harmless against any third-party claims alleging that the Platform infringes the Intellectual Property Rights of a third party, provided you promptly notify us and allow us to control the defence.

9.1 Term: These Terms remain in effect for as long as you have an active account on the Platform.

9.2 Termination for Cause: We may suspend or terminate your access immediately upon written notice if you breach any material provision of these Terms (including Confidentiality or Restrictions) and fail to cure such breach within fourteen (14) days of notice.

9.3 Effect of Termination: Upon termination: (a) your right to use the Platform ceases immediately; (b) we will make your Customer Data available for export for a period of thirty (30) days; (c) after the export period, Customer Data will be deleted or anonymised in accordance with our Privacy Policy. Sections on Confidentiality, Intellectual Property, Limitation of Liability, and Indemnification survive termination.

We may update these Terms from time to time. We will provide at least thirty (30) days' prior notice of any material changes via email or an in-platform notification. Your continued use of the Platform after the effective date of updated Terms constitutes acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Platform before the changes take effect.

11.1 Negotiation: In the event of a dispute, the parties agree to attempt to resolve it informally via good faith negotiation for a period of at least thirty (30) days.

11.2 Mediation: If unresolved through negotiation, the parties agree to submit the dispute to mediation administered by the Australian Disputes Centre (ADC) before commencing court proceedings.

11.3 Governing Law & Jurisdiction: These Terms are governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria, Australia.

If you have questions about these Terms and Conditions, please contact us:

• Email: legal@milkdepartment.com.au
• Entity: Milk Department Pty Ltd (ABN 80 633 414 007)
• Jurisdiction: Victoria, Australia