Legal

B2B SaaS Terms of Service

Effective: 12 June 2026 | Version 1.0

impressaatelier.com/legal/b2b-saas-terms

These B2B SaaS Terms of Service (Terms) are entered into between Impressa Atelier Pty Ltd (ACN 695 833 704 / ABN 32 695 833 704) (we, us or our) and the Subscriber identified in the applicable Order Form (Subscriber, you or your).

These Terms govern the Subscriber’s access to and use of the Impressa Atelier business-to-business software-as-a-service platform, which enables hotels and accommodation providers to offer dry cleaning and laundry services to their guests through a QR code web interface (the Platform).

By signing an Order Form, clicking to accept these Terms, or commencing paid use of the Platform, the Subscriber agrees to be bound by these Terms. The individual accepting these Terms represents that they have authority to bind the Subscriber.

These Terms apply in addition to the Order Form, our Privacy Policy, our Website Terms of Use, our Website Disclaimer, and our Cookie Policy. If there is any inconsistency between these Terms and another document forming part of the Subscriber’s arrangement with us, the order of precedence is: (a) the Order Form; (b) these Terms; and (c) any other document.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION

Definitions

In these Terms, the following definitions apply:

Term	Meaning
Authorised User	means an employee, contractor, or other individual authorised by the Subscriber to access and use the Platform on the Subscriber’s behalf in accordance with these Terms.
Confidential Information	means any non-public information disclosed by one party to the other under or in connection with these Terms that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential, including the Platform itself, pricing, technical and commercial information, security information, and business plans. Confidential Information does not include information that is publicly available other than through breach of these Terms, that the receiving party already lawfully possessed without confidentiality obligations, that is independently developed without reference to the disclosing party’s information, or that is lawfully received from a third party without confidentiality obligations.
Data Protection Laws	means, collectively, the Privacy Act 1988 (Cth), the EU General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR), the UK General Data Protection Regulation (UK GDPR), and any other privacy or data protection law that applies to the Processing of Personal Data under or in connection with these Terms from time to time.
Documentation	means our standard online documentation, help materials, and product specifications for the Platform, as updated by us from time to time.
Effective Date	means the date on which the Subscriber accepts these Terms (whether by signing an Order Form, clicking to accept these Terms, or commencing paid use of the Platform).
Fees	means the subscription fees, set-up fees, usage fees, professional service fees, and any other amounts payable by the Subscriber under these Terms or any Order Form.
Force Majeure Event	has the meaning given in clause 16.3.
Guest	means an individual who is a guest of the Subscriber and who interacts with the Platform through the QR Code Interface in order to request dry cleaning or laundry services from the Subscriber.
Guest Personal Data	means Personal Data of Guests Processed by us as a Processor on behalf of the Subscriber in connection with the Subscriber’s use of the Platform.
Intellectual Property	means all intellectual property rights, including patents, trade marks, designs, copyright, trade secrets, know-how, domain names, and any application or right to apply for registration of any of those rights.
Loss	means any loss, liability, cost, claim, expense, damage, charge, penalty, outgoing, or payment however arising, whether present, unascertained, immediate, future, or contingent, including reasonable legal costs on a solicitor and own client basis.
Order Form	means an ordering document or online order signed by, or otherwise expressly accepted by, the Subscriber and us, which sets out the specific Platform subscription, Fees, billing period, and any other commercial terms applicable to the Subscriber.
Personal Data	has the meaning given to "personal data" in the GDPR and to "personal information" in the Privacy Act 1988 (Cth), as the context requires.
Platform	means the Impressa Atelier business-to-business software-as-a-service platform that enables Subscribers to offer dry cleaning and laundry services to their Guests, together with the Subscriber Portal, the QR Code Interface, any APIs we make available, and any related Documentation.
Process	means any operation or set of operations performed on Personal Data, whether or not by automated means, and includes "processing" as defined in the GDPR.
Privacy Policy	means our privacy policy made available at impressaatelier.com/legal/privacy, as updated from time to time.
QR Code Interface	means the QR code-based web interface through which a Guest interacts with the Platform in order to request services from the Subscriber.
Subscriber	means the hotel, accommodation provider, or other commercial entity that has accepted these Terms.
Subscriber Data	means all data, content, and information (other than Guest Personal Data) submitted to or generated through the Platform by, or on behalf of, the Subscriber, including configuration data, branding assets, service catalogues, pricing, and operational data.
Subscriber Personnel	means the directors, officers, employees, contractors, and Authorised Users of the Subscriber whose Personal Data we Process in connection with this engagement.
Subscriber Portal	means the password-protected administration interface of the Platform made available to the Subscriber and its Authorised Users.
Subscription Term	means the term of the Subscriber’s subscription as set out in the relevant Order Form, including any renewal term.
Sub-Processor	means any third party engaged by us to Process Guest Personal Data on our behalf in performing our obligations under these Terms.
Terms	means these B2B SaaS Terms of Service, together with any Order Form and any other document we expressly incorporate by reference, as amended from time to time.

Interpretation

In these Terms, unless the context otherwise requires:

1.1headings are for convenience only and do not affect interpretation;
1.2the singular includes the plural and vice versa;
1.3a reference to a person includes a corporation, partnership, joint venture, association, government body, or other entity;
1.4a reference to a statute, regulation, or other law includes all amendments, consolidations, and replacements;
1.5a reference to writing includes email; and
1.6where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

2. THE PLATFORM AND SUBSCRIPTION

2.1Subject to the Subscriber’s compliance with these Terms (including payment of all applicable Fees), we grant the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Platform for the Subscriber’s internal business purposes, in accordance with these Terms, the Order Form, and the Documentation.
2.2The Subscriber may permit Authorised Users to access and use the Platform on its behalf, provided that the Subscriber:
1. (a)procures that each Authorised User complies with these Terms;
2. (b)is responsible for all acts and omissions of its Authorised Users in connection with the Platform; and
3. (c)does not allow more concurrent or named Authorised Users than the number specified in the Order Form (if any).
2.3We may, at our discretion, modify, enhance, or release new features of the Platform from time to time. We will not materially reduce the core functionality of the Platform during the Subscription Term, except: (a) for security, regulatory, or operational reasons; (b) where required to do so by law; or (c) where the change is implemented across our customer base generally.
2.4We do not guarantee that the Platform will be available without interruption or that access will be error-free.

3. SUBSCRIBER’S OBLIGATIONS

3.1The Subscriber must:
1. (a)use the Platform only for its legitimate internal business purposes and in accordance with these Terms, the Order Form, the Documentation, and all applicable laws;
2. (b)ensure that its Authorised Users keep their account credentials confidential and do not share them with any other person;
3. (c)promptly notify us of any unauthorised access to or use of the Platform that the Subscriber becomes aware of;
4. (d)provide accurate, complete, and current information when configuring the Platform and managing the Subscriber’s account;
5. (e)ensure that all Subscriber Data and Guest Personal Data submitted to the Platform is collected and provided to us lawfully and in compliance with applicable Data Protection Laws;
6. (f)comply with the Privacy Policy and the data processing obligations in clause 9;
7. (g)be solely responsible for the actual provision of dry cleaning, laundry, and related services to its Guests, including the quality, timeliness, safety, and lawfulness of those services, and for handling any complaint, refund request, or dispute raised by a Guest;
8. (h)be responsible for compliance with all consumer, hospitality, and other laws applicable to the Subscriber’s relationship with its Guests; and
9. (i)cooperate reasonably with us in connection with our provision of the Platform, including by providing information, access, and decisions reasonably required by us to perform our obligations.

4. ACCEPTABLE USE

4.1The Subscriber must not, and must procure that its Authorised Users do not:
1. (a)use the Platform for any unlawful, fraudulent, infringing, or otherwise harmful purpose;
2. (b)use the Platform to transmit any material that is defamatory, obscene, threatening, harassing, discriminatory, or otherwise objectionable;
3. (c)reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of the Platform, except to the extent expressly permitted by applicable law;
4. (d)copy, modify, adapt, or create derivative works of the Platform or the Documentation, except as expressly permitted by these Terms;
5. (e)use the Platform to develop, train, or fine-tune any competing product or service, or any machine learning model;
6. (f)use any robot, scraper, or other automated means to access the Platform other than through APIs we make available;
7. (g)introduce or transmit any virus, trojan horse, worm, ransomware, or other malicious code to or through the Platform;
8. (h)attempt to gain unauthorised access to the Platform, our systems, or any other subscriber’s data, or otherwise circumvent any security or access control feature of the Platform; or
9. (i)resell, rent, lease, lend, sublicense, time-share, or otherwise make the Platform available to any third party, except to Authorised Users in accordance with these Terms.
4.2We may suspend the Subscriber’s (or any Authorised User’s) access to the Platform without notice if we reasonably believe that continued access poses a security, integrity, regulatory, or other risk to us, the Platform, or any other subscriber. We will use reasonable endeavours to restore access as soon as practicable once the relevant issue has been resolved.

5. FEES, BILLING, AND TAXES

5.1The Subscriber must pay the Fees set out in the applicable Order Form. Unless otherwise stated in the Order Form, Fees are payable in advance for each billing period.
5.2Unless the Order Form states otherwise:
1. (a)Fees are quoted exclusive of GST, VAT, sales tax, and other similar taxes, which (if applicable) will be added to the Fees and payable by the Subscriber. Each party is responsible for its own income or franchise taxes;
2. (b)invoices are payable within 14 days of the date of the invoice, in cleared funds and in the currency specified in the Order Form;
3. (c)overdue amounts attract interest at the lesser of 1.5% per month and the maximum rate permitted by law, accruing daily from the due date until paid in full; and
4. (d)all amounts payable by the Subscriber are non-refundable, except where required by law or as expressly provided in these Terms.
5.3We may increase Fees on each renewal of the Subscription Term by giving the Subscriber at least 60 days’ written notice before the renewal date. If the Subscriber does not wish to accept the increase, the Subscriber may terminate at the end of the then-current Subscription Term by giving us written notice within 30 days of receiving our notice.
5.4If the Subscriber disputes any amount in an invoice in good faith, the Subscriber must notify us in writing within 14 days of the date of the invoice, identifying the disputed amount and the reason for the dispute. The Subscriber must pay all undisputed amounts by the due date. The parties will work in good faith to resolve any dispute promptly.
5.5If the Subscriber fails to pay any undisputed Fees by the due date and the failure continues for 14 days after we give written notice, we may (without prejudice to any other right) suspend the Subscriber’s access to the Platform until all overdue amounts (including accrued interest) are paid.

6. SUBSCRIBER DATA AND INTELLECTUAL PROPERTY

6.1As between the parties, the Subscriber owns, or has the necessary rights to use, all Subscriber Data. The Subscriber grants us a non-exclusive, worldwide, royalty-free licence to host, store, transmit, display, copy, modify, and otherwise Process Subscriber Data solely for the purpose of providing, securing, monitoring, supporting, and improving the Platform and complying with applicable law. This licence terminates when the Subscriber Data is deleted in accordance with clause 14, except to the extent we are required by law to retain a copy.
6.2As between the parties, we own, or have the necessary rights to use, all Intellectual Property in and to the Platform, the Documentation, our underlying technology, branding, and any improvements, enhancements, or derivative works (whether or not based on Subscriber feedback). Nothing in these Terms transfers any of our Intellectual Property to the Subscriber.
6.3We may collect, use, and aggregate de-identified usage, performance, and operational data derived from the Subscriber’s and Authorised Users’ use of the Platform (Usage Data) for the purposes of operating, securing, supporting, analysing, benchmarking, and improving the Platform and developing new features and offerings. Usage Data does not include Subscriber Data or Guest Personal Data in personally identifiable form.
6.4If the Subscriber provides us with any feedback, suggestions, or ideas about the Platform, the Subscriber assigns to us all Intellectual Property rights in that feedback and we may use it for any purpose without compensation or attribution.

7. CONFIDENTIALITY

7.1Each party (the receiving party) must:
1. (a)keep the other party’s Confidential Information confidential and not disclose it to any third party, except to its personnel, contractors, and professional advisors on a need-to-know basis and under equivalent confidentiality obligations;
2. (b)use the Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms; and
3. (c)protect the Confidential Information using at least the same standard of care that it uses to protect its own confidential information of similar importance, and in any event no less than a reasonable standard of care.
7.2A receiving party may disclose Confidential Information if and to the extent required by law, court order, or competent regulator, provided that (where lawful and practicable) it gives the disclosing party advance notice and the opportunity to seek a protective order.
7.3On termination of these Terms or at the disclosing party’s request, the receiving party must promptly return or destroy the disclosing party’s Confidential Information, except to the extent retention is required by law or for audit purposes (in which case the confidentiality obligations continue to apply).

8. SERVICE AVAILABILITY AND SUPPORT

8.1We will use reasonable endeavours to make the Platform available 24 hours a day, 7 days a week, subject to scheduled and emergency maintenance, Force Majeure Events, and any service availability commitment set out in the Order Form.
8.2We will use reasonable endeavours to schedule routine maintenance windows outside peak usage times and to provide reasonable advance notice of any planned material maintenance. Emergency maintenance may be performed at any time without advance notice where necessary to protect the Platform, its data, or its users.
8.3Standard technical support is provided in accordance with the support description in the Order Form or, where the Order Form is silent, by email to support@impressaatelier.com during 9am-5pm AEST/AEDT (as applicable), Monday-Friday (excluding Australian public holidays).
8.4Where the Order Form sets out a service level (such as a target availability percentage or response time), the remedies for any failure to meet the service level are limited to those set out in the Order Form, which constitute the Subscriber’s sole and exclusive remedies for such failure.

9. DATA PROCESSING

9.1Each party will comply with its respective obligations under the Data Protection Laws in connection with the Personal Data it Processes under or in connection with these Terms.

Our role

9.2In respect of Guest Personal Data, we act as the Subscriber’s Processor and the Subscriber acts as the Controller. The subject matter, duration, nature, purpose, types of Personal Data, and categories of data subject are set out in the Documentation and the Order Form and otherwise relate to the operation of the QR Code Interface and the Subscriber’s use of the Platform.
9.3In respect of Subscriber Personnel Personal Data that we Process in order to manage our relationship with the Subscriber (such as contracting, billing, support, and account administration), we act as an independent Controller, subject to our Privacy Policy.

Our obligations as Processor of Guest Personal Data

9.4When Processing Guest Personal Data, we will:
1. (a)Process the Guest Personal Data only on the Subscriber’s documented instructions (including those set out in these Terms and the Order Form), unless required to Process it by law (in which case we will, where lawful, notify the Subscriber before doing so);
2. (b)ensure that personnel authorised to Process the Guest Personal Data are subject to appropriate confidentiality obligations;
3. (c)implement and maintain appropriate technical and organisational measures (including those described in clause 11) to protect the Guest Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, damage, alteration, or disclosure;
4. (d)reasonably assist the Subscriber, taking into account the nature of the Processing and the information available to us, in fulfilling the Subscriber’s obligations to respond to requests from data subjects exercising their rights under the Data Protection Laws, and to comply with the Subscriber’s obligations under Articles 32-36 of the GDPR or UK GDPR;
5. (e)notify the Subscriber without undue delay if we become aware of a personal data breach affecting the Guest Personal Data, and provide the information reasonably required for the Subscriber to comply with its breach notification obligations under the Data Protection Laws;
6. (f)at the Subscriber’s option, delete or return all Guest Personal Data at the end of the Subscription Term, except to the extent that applicable law requires storage; and
7. (g)make available to the Subscriber information reasonably necessary to demonstrate compliance with this clause 9, and (subject to reasonable confidentiality and security restrictions) allow for and contribute to audits, including inspections, conducted by the Subscriber or an auditor mandated by the Subscriber, no more than once in any 12-month period (except as required by a competent supervisory authority or following a personal data breach).

Sub-Processors

9.5The Subscriber gives us general authorisation to appoint Sub-Processors to Process Guest Personal Data. A current list of Sub-Processors is available on request. We will notify the Subscriber of any intended addition or replacement of a Sub-Processor with reasonable notice and, where the Subscriber reasonably objects on data protection grounds within 14 days, the parties will work in good faith to resolve the objection (failing which the Subscriber may terminate the affected services for convenience). We remain responsible for the performance of our Sub-Processors’ obligations.

International transfers

9.6Where Guest Personal Data is transferred from the EEA, the UK, Switzerland, or another jurisdiction with restricted transfer rules to a country that does not benefit from an adequacy decision, we will put in place an appropriate transfer mechanism (including the European Commission’s Standard Contractual Clauses, the UK International Data Transfer Addendum, and equivalent mechanisms) and reasonable supplementary measures. The parties agree that, where required, the Standard Contractual Clauses (Module 2: Controller to Processor) and the UK IDTA are incorporated into these Terms by reference.

10. WARRANTIES

10.1Each party warrants to the other that it has the right, power, and authority to enter into and perform its obligations under these Terms.
10.2We warrant that we will provide the Platform using reasonable care and skill, and substantially in accordance with the Documentation.
10.3The Subscriber warrants that:
1. (a)it has all rights, consents, and authorisations necessary to provide Subscriber Data and Guest Personal Data to us and to authorise our Processing of it in accordance with these Terms;
2. (b)it will only use the Platform for lawful purposes and in accordance with the Documentation and these Terms; and
3. (c)it complies, and will continue to comply, with all laws applicable to its provision of services to its Guests.
10.4Except as expressly set out in these Terms, and to the maximum extent permitted by law, we exclude all other representations, warranties, and conditions (whether express, implied, statutory, or otherwise), including implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, and non-infringement.

11. SECURITY

11.1We will implement and maintain appropriate technical and organisational measures designed to protect Subscriber Data and Guest Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, damage, alteration, or disclosure. These measures will reflect the state of the art, the nature, scope, and purposes of the Processing, and the risk to data subjects, and will include (without limitation):
1. (a)encryption of data in transit and, where appropriate, at rest;
2. (b)role-based access controls, multi-factor authentication for administrative access, and least-privilege principles;
3. (c)network and application-level security controls, including monitoring, logging, and intrusion detection;
4. (d)regular vulnerability scanning, penetration testing, and patching cadence;
5. (e)secure software development lifecycle practices; and
6. (f)an incident response plan and tested business continuity and disaster recovery arrangements.
11.2Notwithstanding the above, the Subscriber acknowledges that no method of transmission over the internet or method of electronic storage is completely secure, and we cannot guarantee absolute security.

12. INDEMNITIES

Our indemnity

12.1Subject to clause 13, we will indemnify the Subscriber against any Loss arising out of a third party claim that the Subscriber’s use of the Platform, in accordance with these Terms, infringes the Intellectual Property rights of a third party. Our obligation under this clause 12.1 does not apply to the extent that the claim arises from:
1. (a)Subscriber Data or Guest Personal Data;
2. (b)any combination of the Platform with hardware, software, data, or services not provided by us, where the infringement would not have occurred without that combination; or
3. (c)use of the Platform other than in accordance with these Terms or the Documentation.
12.2If a third party makes, or in our reasonable opinion is likely to make, an Intellectual Property claim against the Subscriber relating to the Platform, we may (at our option and expense): (a) procure for the Subscriber the right to continue using the Platform; (b) modify or replace the Platform so that it becomes non-infringing while substantially preserving its functionality; or (c) on notice to the Subscriber, terminate these Terms and refund any pre-paid Fees for the unused portion of the Subscription Term.

Subscriber indemnity

12.3The Subscriber will indemnify us against any Loss arising out of:
1. (a)any third party claim relating to the Subscriber Data, the Subscriber’s collection or supply of Guest Personal Data, the Subscriber’s provision of services to its Guests, or the Subscriber’s breach of its obligations under the Data Protection Laws;
2. (b)the Subscriber’s, or an Authorised User’s, breach of clause 4 (Acceptable use); and
3. (c)any claim by a Guest against us in connection with services provided (or not provided) by the Subscriber to the Guest, including disputes about quality, timeliness, condition, loss, or damage of items submitted for dry cleaning or laundry.

Indemnity conditions

12.4Each indemnity in this clause 12 is conditional on the indemnified party: (a) promptly notifying the indemnifying party of the claim; (b) giving the indemnifying party sole conduct of the defence and settlement of the claim (provided that no settlement is made that imposes a non-monetary obligation on the indemnified party without its consent, not to be unreasonably withheld); and (c) providing reasonable cooperation, at the indemnifying party’s expense.

13. LIMITATION OF LIABILITY

13.1Nothing in these Terms excludes or limits a party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) infringement of the other party’s Intellectual Property; (d) breach of confidentiality obligations under clause 7; (e) the Subscriber’s payment obligations under clause 5; (f) liability under the indemnities in clause 12 (subject to the cap in clause 13.3); or (g) any other liability which cannot be excluded or limited under applicable law.
13.2Subject to clause 13.1, and to the maximum extent permitted by law, neither party is liable to the other for any:
1. (a)loss of profits, revenue, business, anticipated savings, goodwill, or opportunity;
2. (b)loss or corruption of data, except to the extent caused by our breach of clause 9 or clause 11;
3. (c)indirect, consequential, special, or punitive damages,
13.3arising out of or in connection with these Terms, whether in contract, tort (including negligence), under statute, or otherwise, even if the party has been advised of the possibility of such loss.
13.4Subject to clauses 13.1 and 13.2, and to the maximum extent permitted by law, each party’s total aggregate liability to the other for all claims arising out of or in connection with these Terms in any 12-month period is limited to the total Fees paid or payable by the Subscriber to us under these Terms in the 12 months immediately preceding the event giving rise to the first claim.
13.5Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on the Subscriber by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted, or modified by agreement. To the extent we are entitled under section 64A of the Australian Consumer Law to limit our liability, our liability is limited, at our option, to: (a) the supply of the relevant services again; or (b) payment of the cost of having the relevant services supplied again.

14. TERM AND TERMINATION

14.1These Terms commence on the Effective Date and continue for the Subscription Term set out in the Order Form, unless terminated earlier in accordance with this clause 14. Unless the Order Form states otherwise, the Subscription Term will automatically renew for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.
14.2Either party may terminate these Terms (and all Order Forms) immediately by written notice to the other if:
1. (a)the other party commits a material breach of these Terms and (if capable of remedy) fails to remedy that breach within 30 days of receiving notice; or
2. (b)the other party becomes insolvent, has a controller, administrator, or liquidator appointed, enters into any composition or arrangement with its creditors, or is the subject of any analogous event in any jurisdiction.
14.3We may terminate these Terms immediately by written notice to the Subscriber if the Subscriber fails to pay any undisputed Fees and the failure continues for 30 days after we give written notice of non-payment.
14.4On termination or expiry of these Terms:
1. (a)the Subscriber’s right to access and use the Platform immediately ends;
2. (b)each party will return or destroy the other party’s Confidential Information in accordance with clause 7;
3. (c)we will, at the Subscriber’s request made within 30 days after the effective date of termination, make Subscriber Data and Guest Personal Data available to the Subscriber in a format reasonably required by the Subscriber. After that 30-day period, we may delete Subscriber Data and Guest Personal Data in accordance with our standard data deletion procedures, except to the extent retention is required by law;
4. (d)the Subscriber must pay any outstanding Fees up to the date of termination; and
5. (e)any provisions of these Terms that by their nature should survive termination (including clauses on confidentiality, Intellectual Property, indemnities, liability, governing law, and dispute resolution) will continue in force.

15. SUSPENSION

15.1We may suspend the Subscriber’s access to the Platform (in whole or in part) without liability if: (a) we reasonably believe that the Platform or the Subscriber’s use of it is being used in breach of clause 4; (b) suspension is reasonably necessary to protect the security, integrity, or availability of the Platform; (c) the Subscriber’s payment of undisputed Fees is overdue in accordance with clause 5; or (d) we are required to suspend access by law, court order, or competent regulator. We will use reasonable endeavours to give advance notice of any suspension unless we reasonably consider that immediate suspension is necessary.

16. FORCE MAJEURE

16.1We are not liable for any failure or delay in making the Platform available or performing any obligation in connection with these Terms to the extent that the failure or delay is caused directly by a Force Majeure Event, provided that:
1. (a)we use reasonable endeavours to minimise the impact of the Force Majeure Event and to resume normal service as soon as practicable; and
2. (b)the failure or delay is not attributable to our negligence, wilful misconduct, or failure to take reasonable precautions.
16.2If a Force Majeure Event prevents us from making the Platform available for a continuous period of more than 60 days, we may discontinue the Platform (in whole or in part) without liability to you.
16.3For the purposes of these Terms, Force Majeure Event means any event or circumstance beyond our reasonable control, including:
1. (a)acts of God, flood, earthquake, storm, cyclone, or other natural disaster;
2. (b)epidemic, pandemic, or public health emergency declared by a government authority;
3. (c)war, invasion, acts of terrorism, riot, or civil unrest;
4. (d)government action, law, regulation, order, or embargo;
5. (e)failure of third party infrastructure, including telecommunications, power networks, or cloud computing services; and
6. (f)cyberattack, distributed denial of service attack, or other malicious interference with digital infrastructure.
16.4For the avoidance of doubt, a Force Majeure Event does not include financial difficulty or inability to pay.

17. PUBLICITY

17.1Neither party may use the other party’s name, logo, or trade marks in any external publication, press release, or marketing material without the other party’s prior written consent, except that: (a) we may identify the Subscriber as a customer on our website, in customer lists, and in standard marketing materials, in a manner consistent with the Subscriber’s brand guidelines (if provided); and (b) either party may make disclosures required by law, court order, or competent regulator.

18. NOTICES

18.1Any notice given under these Terms must be in writing and sent to the address of the other party set out in the Order Form (or such other address as the other party may notify in writing). Notices may be given by email, provided that they are sent to the email address designated for notices in the Order Form. A notice is deemed received: (a) if delivered by hand, when delivered; (b) if sent by post, on the third business day after posting; and (c) if sent by email, on the day of transmission (provided no failure notification is received).

19. VARIATION

19.1We may amend these Terms from time to time on notice to the Subscriber. Where any amendment materially and adversely affects the Subscriber, we will provide at least 60 days’ prior written notice and the Subscriber may, by written notice to us given within 30 days of receiving our notice, terminate these Terms with effect at the end of the then-current billing period (in which case the original, unamended version of these Terms continues to apply until termination). All other amendments take effect from the date stated in our notice.

20. GENERAL

20.1Governing Law: these Terms are governed by and construed in accordance with the laws of Victoria, Australia. You irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria and any courts entitled to hear appeals from those courts.
20.2Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be severed from these Terms and the remaining provisions will continue in full force and effect.
20.3Waiver: A failure or delay by us in exercising any right, power, or remedy under these Terms does not operate as a waiver of that right, power, or remedy. A single or partial exercise of any right, power, or remedy does not preclude any other or further exercise of that right or any other right, power, or remedy.
20.4Entire Agreement: these Terms, together with the Order Form and our Privacy Policy and our Website Terms of Use and our Website Disclaimer and our Cookie Policy constitute the entire agreement between you and us in relation to the Subscriber’s access to and use of the Platform and supersede all prior agreements, representations, and understandings.
20.5Assignment: You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms to any third party without your consent.
20.6Contact: Impressa Atelier Pty Ltd can be contacted at support@impressaatelier.com or by writing to Level 10, 369 Royal Parade, Parkville, VIC 3052 Australia.