OpenChair Venue Agreement — Australia

Contracting entity: Open Chair Pty Ltd (ACN 699 884 074, ABN 11 699 884 074), trading as OpenChair
Version: 2.1.0 Effective date: the date this version is accepted by the Customer or otherwise takes effect under clause 15
Legal notices: legal@openchairpro.com

1. Parties and formation

This agreement is between the OpenChair entity and the Customer identified in OpenChair's account and subscription records, including any order form, accepted quote or in-product plan confirmation for the account. Those records, the Australian Country Schedule, enabled Product Schedules and this Venue Agreement form the Agreement. OpenChair may rely on the account's recorded owner and subscription details to identify the Customer; accepting these terms does not require the person to complete a second legal-entity profile.

A person accepting for an entity represents that they are authorised to bind it. They do not personally assume the entity’s payment obligations merely by accepting unless the Order Form expressly states otherwise.

For a sole trader, the Customer is the individual identified in those account and subscription records. For a partnership or unincorporated body, each person identified as the Customer is bound to the extent permitted by law. A change of owner does not transfer the Agreement automatically; the incoming owner must complete OpenChair's account-transfer and acceptance process.

2. Documents and precedence

For an inconsistency about the same subject, documents apply in this order: negotiated Order Form; Australian Country Schedule; enabled product schedules; Data Processing and Security Schedule; AI and Sensitive Data Schedule; Acceptable Use and Messaging Schedule; this Agreement; and later product terms expressly accepted through the registry.

A Privacy Policy, Cookie Policy or Subprocessor List is a notice unless the Agreement expressly gives part contractual effect. A link incorporates only the exact archived revision identified in the accepted bundle.

3. Service and use

During the Subscription Term, OpenChair grants the Customer a limited, non-exclusive, non-transferable right to allow Authorised Users to access enabled services for the Customer’s business.

Enabled products, limits, term and Fees are stated in the Order Form, pricing record or in-product plan confirmation. OpenChair may improve features but will not remove a material paid capability during a committed term without reasonable notice and a proportionate remedy.

Features may differ by plan, configuration, country, device and provider availability. A feature is included only if it appears in the Customer's accepted Order Form, in-product plan confirmation or current plan description.

4. Accounts

The Customer controls invitations and roles, must keep contacts current and promptly remove obsolete access. Authorised Users must use their own credentials and keep them secure.

The Customer must promptly report suspected unauthorised access. It is responsible for activity it authorised or failed to stop after it knew, or reasonably should have known, that access was unauthorised. It is not responsible for an incident caused by OpenChair’s breach or failure to use reasonable care.

OpenChair may rely on properly authenticated instructions, but must reasonably investigate an instruction that appears unauthorised, fraudulent or inconsistent with permissions.

5. Venue services

The Customer is responsible for venue services it supplies, including professional judgement, safety, licences, qualifications, customer disclosures, pricing and venue policies.

The Customer must ensure published information is accurate and not misleading and that it has the rights and lawful basis needed to upload data and instruct processing.

OpenChair provides technology and does not supervise venue services. This does not exclude responsibility the law places on OpenChair for its own conduct or representations.

6. Fees

The Customer must pay Fees shown before purchase or in the Order Form. Fees exclude GST unless stated otherwise. OpenChair may charge a valid payment method when due and provide required invoices or receipts.

A recurring price change applies only to a later renewal after reasonable advance notice. The Customer may cancel before it takes effect, subject to an existing committed term.

For an undisputed overdue amount, OpenChair may take proportionate steps after notice and a reasonable cure opportunity, except where urgent fraud, security or provider risk requires earlier action.

Payment-service fees apply only if clearly disclosed in the pricing record or Payment Services Schedule.

The checkout or Order Form states the billing cycle, any trial, any committed term, renewal basis and cancellation date. Unless it says otherwise, a subscription renews for successive periods matching the selected billing cycle until cancelled. Fees already incurred are not refundable except where this Agreement, the Order Form or law requires a refund. OpenChair may suspend paid functionality after giving notice of an undisputed overdue amount and a reasonable opportunity to cure it.

7. Customer Data

As between the parties, the Customer retains its rights in Customer Data. It grants OpenChair a limited right to process that data only to provide, secure and support enabled services; follow lawful instructions; comply with law and enforce the Agreement; and perform OpenChair-controlled processing separately disclosed in the Privacy Policy or an accepted Schedule.

OpenChair must not sell Customer Data or use it to train a general-purpose AI model unless the Customer gives separate, informed authorisation and applicable law permits the use.

OpenChair may create aggregated or de-identified information that does not reasonably identify the Customer or an individual and use it to operate, secure, analyse and improve the Services. OpenChair must not attempt to re-identify that information except to test de-identification or where law permits and appropriate safeguards apply.

The Data Processing and Security Schedule governs security, subprocessors, international handling, incidents, return and deletion. Specific locations, safeguards, retention periods, deletion processes and provider obligations are only those expressly stated in that Schedule, the Subprocessor List or an Order Form.

8. Intellectual property

OpenChair retains rights in its platform, software, documentation, branding and improvements. The Customer retains rights in Customer Content.

The Customer represents that, to the extent reasonably within its control, its content and instructions do not infringe rights or breach law.

For a credible infringement allegation, the parties will cooperate. OpenChair may proportionately restrict affected content or functionality and should provide notice and a restoration or replacement path where practicable.

The Customer grants OpenChair a worldwide, non-exclusive licence during the Term to host, copy, display, transmit and otherwise process Customer Content only as needed to provide, secure and support the Services or comply with law. If the Customer gives product feedback, OpenChair may use it without restriction, but acquires no ownership of Customer Content or Confidential Information.

9. Confidentiality

Each recipient must protect the other party’s Confidential Information using reasonable care and use it only for the Agreement. Standard exceptions apply to information lawfully known, public without breach, independently developed or lawfully received.

Disclosure is permitted to bound personnel, advisers and providers who need it, or where law requires it. Where lawful and practicable, advance notice of compelled disclosure will be given. Nothing prevents confidential legal advice or reporting suspected unlawful conduct.

10. Privacy, security and incidents

Each party must comply with privacy obligations applying to its own activities. This does not decide coverage where coverage depends on unresolved facts.

OpenChair will maintain the controls stated in the Data Processing and Security Schedule. No service can guarantee an incident will never occur.

The parties will notify and cooperate on confirmed incidents as stated in that Schedule.

A Security Incident is confirmed unauthorised access to, acquisition, disclosure, alteration, loss or destruction of Customer Data that materially compromises its confidentiality, integrity or availability. Each party bears its own response costs except to the extent those costs form recoverable loss caused by the other party's breach, negligence or unlawful conduct.

11. Third-party services

OpenChair remains responsible for Agreement obligations when it uses a provider. It is not responsible for a Customer-selected integration or service outside OpenChair’s reasonable control except to the extent OpenChair caused or contributed to loss.

If a provider change materially reduces an enabled paid service, OpenChair will use reasonable efforts to offer a replacement, workaround or proportionate termination/refund option.

12. Operations and support

OpenChair may perform maintenance and respond to security, reliability or provider issues, giving advance notice of planned material disruption where practicable.

Support and service levels are only those stated in the Order Form or an enabled Product Schedule. OpenChair does not promise uninterrupted or error-free operation, without excluding rights that cannot lawfully be excluded.

Support is provided through the channels and during the hours made available in the Service. Service credits apply only if expressly stated in an Order Form. OpenChair will use reasonable efforts to restore material service interruptions, but does not promise a particular recovery time unless the Order Form expressly states one.

13. Acceptable use

The Customer and Authorised Users must not use the services to break the law, harm others, send unlawful communications, infringe rights, compromise security, bypass limits, introduce malicious code, conduct unauthorised testing or resell beyond granted rights.

OpenChair must enforce proportionately, considering severity, urgency, recurrence, mitigation and impact. Detailed messaging and suppression duties appear in the Acceptable Use and Messaging Schedule.

14. Suspension

OpenChair may suspend only the affected account, user, feature, communication or transaction where reasonably necessary to address immediate security, fraud, safety or legal risk; comply with law or a binding provider requirement; stop a material or repeated breach; or respond to overdue undisputed Fees after the clause 6 process.

Unless prohibited or risk-increasing, OpenChair will give reasons, scope and restoration steps, keep suspension proportionate and lift it promptly when resolved.

During a suspension, OpenChair may keep unaffected functionality available where reasonably practicable. A suspension does not prevent the Customer from requesting the standard export described in clause 17 unless providing it would create the risk that caused the suspension or would be unlawful.

15. Changes

OpenChair may make non-material changes that do not materially reduce rights or increase obligations by updating registered documents.

Changes do not operate retrospectively. OpenChair will present a material adverse change when the Customer next signs in, before continued use of the affected Service, and will identify the change, its effect, the effective date and the Customer’s available choices. The change takes effect for that Customer when an authorised representative accepts it. A recurring price increase ordinarily applies only at renewal.

Where a change is reasonably necessary for law, an urgent security or fraud risk, or a binding provider requirement OpenChair could not reasonably defer, OpenChair may apply the minimum change required before acceptance. OpenChair will give advance notice where practicable or prompt notice afterwards and will preserve any cancellation, refund or other right that cannot lawfully be excluded.

If a change during a committed term materially disadvantages the Customer, it may reject and cancel the affected service before effect, with a proportionate refund of prepaid Fees for the unused affected period.

Affirmative acceptance is required for a fundamental change to liability or indemnities, privacy or a new data use, payment authority, renewal or cancellation, dispute forum, or another material Customer obligation. Continued use alone is not acceptance for those changes.

Notice may be given in-product and to the Customer's registered legal or owner contact. A fundamental change to liability, indemnities, privacy purposes, payment authority, renewal or cancellation, dispute forum or another material Customer obligation requires the affirmative acceptance shown in the legal registry.

16. Term and cancellation

The Agreement starts when validly accepted and continues for the stated Subscription Term. Cancellation stops renewal but does not retrospectively cancel a completed period unless the Agreement or law provides otherwise.

Either party may terminate for a material breach not remedied in a reasonable stated cure period, or immediately if irremediable, continued performance would be unlawful, or insolvency rights apply.

OpenChair may terminate a free service on reasonable notice. It may terminate a paid service for convenience only if the Order Form permits it and prepaid Fees for the unused period are refunded.

17. Exit, export and deletion

Before termination, the Customer should use available export tools.

On a verified request made before termination or within 30 days afterwards, OpenChair will use reasonable efforts to provide one standard export of Client Data in the formats then reasonably available. OpenChair may require verification of the requesting person's identity and authority.

The export does not include OpenChair software, security information, internal logs, provider records, information concerning other customers, or information OpenChair is required or reasonably entitled to retain. Custom, reconstructed or specially formatted exports may require a separate written agreement and fee.

Termination does not create a right to continued account or read-only platform access. This clause does not represent that a complete venue-wide export exists.

Retention, deletion, holds and backup expiry follow the Data Processing and Security Schedule and law.

The standard export is prepared manually and ordinarily includes the Customer's client profiles and linked booking records in reasonably available machine-readable formats. Its contents can vary with the features used, the records retained and lawful disclosure restrictions. The Customer must request it through support@openchairpro.com or another authenticated support channel. OpenChair may use a secure transfer method and may omit secrets, payment-card data and records that cannot lawfully be disclosed.

18. Warranties and statutory rights

Each party warrants it has authority to enter the Agreement. OpenChair warrants it will provide services with due care and skill. The Customer warrants it will use services and provide instructions consistently with the Agreement and law.

Nothing excludes, restricts or modifies a guarantee, warranty, right or remedy that cannot lawfully be excluded, including applicable Australian Consumer Law rights (Non-excludable Rights).

Any permitted remedy limitation for a Non-excludable Right must be in the Australian Country Schedule and apply only where statutory conditions are satisfied.

19. Liability

Liability is not excluded or limited where that cannot lawfully occur.

Subject to the Non-excludable Rights clause, each party's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort including negligence, statute or otherwise, is limited to the greater of:

1. the Fees paid or payable by the Customer for the affected Services during the 12 months immediately before the event giving rise to the claim; and
2. AUD $5,000,

which is the Ordinary Liability Cap. Related events arising from substantially the same cause are treated as one event.

Each party's aggregate liability for breach of confidentiality, infringement of intellectual-property rights, or breach of its contractual privacy or security obligations is instead limited to the greater of:

1. twice the Ordinary Liability Cap; and
2. AUD $25,000,

which is the Special Liability Cap.

The caps do not apply to Fees and payment-settlement amounts properly owed; fraud or deliberate dishonest conduct; death or personal injury to the extent liability cannot lawfully be limited; or any other liability that cannot lawfully be excluded or limited.

Neither party is liable for loss of anticipated profit, anticipated savings, opportunity, goodwill or reputation, except to the extent the loss cannot lawfully be excluded. This exclusion does not automatically classify reasonable data-restoration costs, incident-response costs, payment-correction costs or amounts payable under an expressly covered third-party claim as indirect or consequential loss. All recoverable loss remains subject to the applicable cap.

The caps and exclusions do not purport to bind a regulator or non-party, limit a statutory penalty, or limit a liability that cannot lawfully be limited. Each party remains responsible only to the extent its conduct caused or contributed to the recoverable loss, taking account of reasonable mitigation.

20. Third-party claims

The Customer indemnifies OpenChair against a third-party claim to the extent caused by the Customer's unlawful Venue Services, infringing Customer Content, unlawful commercial messages, or deliberate misuse of the Services.

No indemnity applies to the extent a claim was caused by OpenChair's breach, negligence, unlawful conduct or unauthorised modification or use.

If an unmodified OpenChair Service becomes, or is reasonably likely to become, subject to an intellectual-property claim, OpenChair may obtain the right to continue providing it, modify or replace the affected functionality, or terminate the affected Service and refund prepaid Fees for the unused period.

A party seeking protection under this clause must give prompt notice, allow the responsible party reasonable control of the defence, provide reasonable cooperation and mitigation, and not make an admission or settle a claim in the responsible party's name without consent. Responsibility is reduced to reflect the other party's or a third party's contribution. The Special Liability Cap applies to every indemnity and IP response under this clause.

21. Disputes

A party must give written details of a dispute, the requested outcome and relevant supporting information. Authorised senior representatives then have 10 business days, or another agreed period, to try to resolve it in good faith.

If unresolved, the parties must attempt one confidential mediation with an agreed mediator, preferably online. They share the mediator's fees equally and bear their own adviser costs. A party may commence proceedings after the mediation ends or if the other party does not participate or the parties cannot agree a mediator within 10 business days after a written mediation request.

The Agreement does not require arbitration. This process does not prevent urgent or interlocutory relief, recovery of an undisputed debt, statutory complaints or remedies, regulator engagement, a non-excludable forum right, or steps needed before a limitation period expires.

A party should notify the other promptly after becoming aware of a claim and provide reasonably available details. Delay does not extinguish the claim; recoverable responsibility may be reduced only to the extent the delay materially prejudiced investigation, mitigation or defence. The Agreement does not shorten an applicable statutory limitation period.

22. Notices

Contract notices must use the registered in-product system and/or current legal contact. Notice is effective when delivery is recorded or actually received, subject to mandatory rules. A failed or bounced communication is not deemed received merely because it was sent.

The Customer must maintain an accessible legal contact. OpenChair must preserve notice revision, delivery evidence and effective date.

23. General

Neither party may assign without consent, not unreasonably withheld, except to an affiliate or through a genuine sale/reorganisation of substantially all relevant business where the assignee can perform and rights are not materially reduced.

Neither party is liable for delay beyond reasonable control to the extent it could not avoid or overcome the effect. Accrued payments remain; the affected party must mitigate, report and resume promptly.

The parties are independent contractors. No employment, partnership, fiduciary or agency duties arise except limited authority expressly stated in an enabled Payment Services Schedule.

A waiver applies only to the instance. An unenforceable part should be read down or severed minimally. This is the entire agreement about its subject but does not exclude liability for misleading representations or non-excludable rights.

The Australian Country Schedule states governing law and forum.

24. Contact

Contract and dispute notices to OpenChair must be sent to legal@openchairpro.com. Support and export requests may be sent to support@openchairpro.com. OpenChair may require reasonable identity and authority verification before acting on an instruction concerning a Customer account.