Effective Date: 20 October 2025
Embrayse Pty Ltd (ABN 20 621 737 620)
These Terms of Service (“Terms”) govern your access to and use of the Embrayse meal management software platform and related services (“Services”) provided by Embrayse Pty Ltd (“Embrayse”, “we”, “us”, “our”). By accessing or using the Services, you (“Customer”, “you”, “your”) agree to be bound by these Terms.
If you have entered into a separate written agreement with Embrayse for the provision of Services, that agreement takes precedence over these Terms to the extent of any inconsistency.
Embrayse provides a cloud-based meal management software solution designed for use in residential aged care facilities. The Services include access to the software platform, implementation and configuration support, training, and ongoing technical support.
We will provide the Services with reasonable skill and care, in a professional manner and in accordance with good industry practice. We use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except during scheduled maintenance, which is carried out between 8:00 pm and 6:00 am Australian Eastern Standard Time.
Modifications to the Services
Embrayse may modify the Services from time to time without prior notice where the modification does not materially change the existing functionality of the Services. This includes new features, enhancements, incremental interface changes, and additions such as new screens, reports, or data fields that do not disrupt existing user workflows. All changes, whether substantive or non-substantive, will be described in release notes provided to customers.
Where a modification would materially change the existing functionality of the Services – including significant changes to existing user interfaces, interactions, or workflows – Embrayse will provide at least 90 days’ prior notice to allow for consultation and preparation. If you consider, acting reasonably, that the changes are not desirable or that you require more time, Embrayse will work with you to agree on a mutually acceptable solution.
Urgent modifications necessary to address critical issues such as data-corrupting bugs, outages, or disruptions to third-party integrations that impact data integrity may be implemented with shorter notice. In such cases, Embrayse will provide reasonable notice and collaborate in good faith to minimise any impact on your operations.
You are responsible for managing access to and use of the Services, including determining which of your personnel may access the platform. You must:
You are responsible for procuring, installing, and maintaining all hardware, equipment, devices, software, and internet connectivity required to access and use the Services. You acknowledge that internet connectivity issues outside Embrayse’s control may affect your access to the Services.
Prohibited Conduct
You must not:
You are responsible for ensuring your use of the Services complies with all applicable export and import control laws.
You retain all right, title, and interest in your data, including all intellectual property rights. Nothing in these Terms conveys any ownership rights in your data to Embrayse. To the extent that Embrayse creates data on your behalf in the course of providing the Services, all rights in that data are immediately assigned to you.
You grant Embrayse a non-exclusive licence to use, copy, transmit, store, and back up your data solely for the purpose of providing the Services to you.
You acknowledge and agree that Embrayse may extract and use de-identified, non-personally-identifiable information from your data for internal research, analytics, and the improvement or development of our services and products. Where analysis and findings are relevant to you, Embrayse will share them, except where doing so would breach privacy or confidentiality obligations.
You are responsible for the accuracy and completeness of data you upload to the Services, and for maintaining your own backups as you consider appropriate.
You acknowledge that it is an essential function of the Services that data is processed and transmitted over the internet and networks not owned, operated, or controlled by Embrayse. Provided Embrayse complies with its obligations under these Terms, Embrayse is not responsible for any data lost, altered, or intercepted due to interruptions or failures in connectivity across those networks that are not reasonably able to be protected against by Embrayse.
Embrayse and its licensors own all right, title, and interest in the software, Services, and documentation, including all intellectual property rights. These Terms do not convey any ownership rights in the software, Services, or documentation to you.
Subject to these Terms, Embrayse grants you a non-exclusive, non-transferable, revocable licence to use the software and documentation during the term of your subscription solely for your internal business operations.
All intellectual property rights in any modifications, enhancements, or improvements to the software vest in Embrayse. You must not create derivative works based on the software, nor use Embrayse’s name, trademarks, or logos without our prior written consent. Both parties agree not to use the other party’s name, trademarks, logos, or other identifiable collateral on websites or external-facing material without the other party’s consent.
Fees for the Services are as set out in your order or subscription agreement with Embrayse. Unless otherwise agreed, invoices are issued monthly in arrears and are due within 30 days of the invoice date.
Overdue amounts accrue interest at the lesser of the rate charged by the National Australia Bank to its prime commercial customers, or the maximum rate permitted by law.
All fees are exclusive of GST. You must pay any applicable GST in addition to the fees.
Each party may only use the other party’s confidential information for the purposes of these Terms and must not disclose it to third parties without prior consent, except that any third party to whom confidential information is disclosed must be subject to confidentiality obligations no less onerous than those in these Terms. Each party must ensure its personnel comply with these confidentiality obligations.
These obligations do not apply to information that is publicly available (other than through breach), independently developed, already known to the receiving party, or properly disclosed under a legal obligation.
If either party becomes legally compelled to disclose confidential information, it must provide prompt notice to the other party prior to disclosure so that the other party may seek an appropriate remedy. The disclosing party will cooperate fully if the other party elects to challenge the requirement.
Confidentiality obligations survive the expiry or termination of these Terms.
Each party will comply with all applicable privacy laws, including the Privacy Act 1988 (Cth).
You are responsible for obtaining appropriate privacy consents from individuals whose personal information is processed through the Services.
Embrayse will use personal information only for the purpose of fulfilling its obligations under these Terms, restrict access to personnel who need it, and ensure its subcontractors are bound by equivalent obligations. Embrayse will not do anything that would cause you to breach applicable privacy laws.
Data storage: All Customer Data is stored on servers located within Australia. Embrayse will not transfer Customer Data outside Australia without your prior consent and in accordance with applicable privacy laws.
Embrayse maintains appropriate technical and organisational measures to protect your data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. These measures include:
Our Services are hosted on Microsoft Azure infrastructure within Australia. Further details on our security practices are available on request.
Security Incidents
If Embrayse becomes aware of a security incident involving your data that constitutes an eligible data breach under the Notifiable Data Breaches scheme, we will notify you within 72 hours, provide details of the affected data and remedial actions taken, and cooperate with you in resolving the incident and meeting any regulatory obligations.
Embrayse targets 99.7% monthly availability for the Services, excluding scheduled maintenance. Where availability falls below this target, service credits may apply as set out in your service agreement.
We are not responsible for service level failures caused by factors outside our reasonable control, your actions or those of your users, third-party equipment or software, or scheduled maintenance carried out with proper notice.
Embrayse warrants that it has the right and authority to licence the software to you, that the software will operate substantially as described in our documentation when used in accordance with it, and that support services will be performed with due care.
To the best of Embrayse’s knowledge, your use and possession of the Services and Software in accordance with these Terms will not infringe any third-party intellectual property rights. Embrayse warrants that the Software and Services will be fit for purpose as described in the Documentation.
We do not warrant that your use of the Services will be error-free or uninterrupted.
Embrayse will use commercially reasonable efforts to ensure that no viruses or similar harmful code are introduced into any systems used to provide the Services. If a virus is introduced, Embrayse will promptly notify you and, at no additional charge, use reasonable efforts to assist in reducing the effects and mitigating any resulting loss of data or interruption to the Services.
Embrayse does not warrant the availability, accuracy, or performance of any third-party services integrated with the Services, including clinical systems and other external platforms. Embrayse’s obligations are limited to maintaining the integration as described in the applicable service agreement.
Where laws such as the Competition and Consumer Act 2010 (Cth) imply warranties, conditions, or guarantees that cannot be excluded, Embrayse’s liability for breach of such non-excludable guarantees is limited, at our option, to re-supply of the services or payment of the cost of re-supply.
To the maximum extent permitted by law, each party’s total aggregate liability under or in connection with these Terms – whether in contract, tort (including negligence), equity, statute, or otherwise – is limited to AUD $250,000, reduced proportionately to the extent that the other party or any other person caused or contributed to the relevant loss.
Each party’s total aggregate liability arising out of or in connection with a breach of the intellectual property provisions in these Terms is limited to AUD $5,000,000.
Neither party is liable to the other for any loss of profit, anticipated profit, revenue, production, or opportunity, or for any indirect, special, or consequential loss.
Where a breach is capable of remedy, Embrayse will undertake all reasonable efforts to remedy the breach and take all reasonable steps to prevent recurrence. Embrayse will not limit its liability solely to remedying an issue where the failure to perform has resulted in significant liability such as personal injury, breach of intellectual property rights, data breach, or breach of confidentiality.
A party will not be liable to the other party where its actions reasonably relied on information or data provided by the other party.
Nothing in these Terms excludes or limits either party’s liability for: breaches of privacy or data security obligations; breaches of confidentiality; death or personal injury caused by negligence; fraud, gross negligence, wilful misconduct, or fraudulent misrepresentation; or criminal conduct.
Embrayse may suspend your access to the Services if you breach these Terms and fail to remedy the breach within 21 days of notice, if payment is overdue by more than 90 days, if your use poses a security risk, or if suspension is required by law.
We will give at least 72 hours’ written notice before any suspension, except where shorter notice is necessary to protect against imminent operational, legal, or security risk. Your data will not be erased as a result of a suspension.
Embrayse will restore your access to the Services promptly after the event giving rise to the suspension has been resolved to Embrayse’s reasonable satisfaction.
These Terms apply for the duration of your subscription to the Services. Either party may terminate by giving at least 90 days’ written notice.
Either party may terminate immediately on written notice if the other party commits a material breach that is not remedied within 20 business days of notice, commits a material breach that is incapable of remedy, or becomes insolvent.
After Termination
On termination or expiry, your right to access the Services ceases. All Customer Data will be provided to you in a readable format within 30 days, after which it will be securely deleted from our systems. Any fees owing up to the effective date of termination remain payable. To the extent relevant, Embrayse will refund any payments received for any period affected by the termination or expiry.
If you require transition assistance, this will be subject to separate fees agreed in writing.
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, fire, flood, or earthquake. The affected party must notify the other promptly and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 30 consecutive days, either party may terminate by giving 30 days’ written notice.
If a dispute arises, the parties will first attempt to resolve it through informal negotiation. If the dispute is not resolved within seven days, the parties agree to mediation. If mediation does not resolve the dispute within 30 days of the mediator’s appointment, either party may commence legal proceedings. Nothing in this clause prevents a party from seeking urgent interlocutory relief.
Assignment. Neither party may assign or transfer its rights or obligations under these Terms without the other party’s prior written consent.
Notices. Notices must be in writing and delivered by hand, post, or email to the addresses provided by each party.
Waiver. A failure to exercise any right under these Terms does not constitute a waiver of that right.
Severability. If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force.
No partnership. Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties.
Entire agreement. These Terms, together with any separate written agreement between the parties, constitute the entire agreement and supersede all prior arrangements relating to the Services.
Changes to these Terms. Embrayse may update these Terms from time to time. We will notify you of material changes by email or through the Services with reasonable advance notice. Your continued use of the Services after such notice constitutes acceptance of the updated Terms.
Governing law. These Terms are governed by the laws of Queensland, Australia. Each party submits to the exclusive jurisdiction of the courts of Queensland.
“Business Day” means a day other than a Saturday, Sunday, or public holiday in Queensland, Australia.
“Customer Data” means all information, data, and records provided by you or uploaded to the Services, including data submitted by residents, patients, or authorised users, and any data created by Embrayse on your behalf in the course of providing the Services.
“Documentation” means the user guides and other materials relating to the functionality of the Services, available at help.embrayse.com and updated from time to time.
“Personal Information” has the meaning given in the Privacy Act 1988 (Cth).
“Services” means the Embrayse meal management software platform and related support, implementation, and training services provided by Embrayse.
“Software” means the Embrayse meal management software solution.
Embrayse Pty Ltd · ABN 20 621 737 620 · PO Box 9132, Wynnum Plaza QLD 4178
Questions about these terms? Contact us at info@embrayse.com
