Terms of Service

1. About these terms

1.1 These terms are an agreement between Electron Code Pty Ltd (ABN 94 628 569 120, ACN 628 569 120), a company registered in New South Wales, Australia ("we", "us", "our"), and the business that signs up for OptiWMS ("you", "your").

1.2 OptiWMS is a business service. By starting a trial, signing up, paying for a plan or using OptiWMS, you accept these terms on behalf of your business. The person who accepts them confirms that they are authorized to bind the business.

1.3 Our Privacy Policy at https://www.optiwms.com/privacy explains how we handle personal information. It forms part of these terms where it describes how we handle personal information in your data (section 13).

1.4 If you do not accept these terms, do not use OptiWMS.

2. Words we use

2.1 "Service" means OptiWMS: the web dashboard at https://app.optiwms.com and its API, our OptiWMS app, the browser app used on phones and tablets, and related help content.

2.2 "Your data" means the information you or your users put into the Service, or that the Service receives for you from services you connect. It includes products, stock, locations, orders, the order details of your customers, pack photos, labels and reports.

2.3 "Users" means the people you give a login to your account, such as your staff and contractors.

2.4 "Connected service" means a service run by someone else that you connect to OptiWMS, such as a sales channel (for example Shopify or WooCommerce) or a shipping platform (for example Shippit, Starshipit or ShipStation).

2.5 "Billing period" means the month or year you pay for in advance.

3. The Service

3.1 OptiWMS is a warehouse management system for ecommerce merchants. It covers receiving, inventory, picking, packing, labels and dispatch, and connects to sales channels and shipping platforms that you choose.

3.2 Every plan includes every feature, with unlimited products and unlimited users. Plans differ only in the monthly order allowance (section 7).

3.3 We work to improve the Service and may add, change or remove features. If we remove a feature that is a material part of what you pay for, we will tell you at least 30 days before, and you may cancel and receive a pro rata refund of any prepaid fees for the rest of your billing period.

4. Accounts and users

4.1 You need an account to use the Service. The information you give us when you sign up must be accurate, and you must keep it up to date.

4.2 You can add as many users as you need. Each user must have their own login. Logins must not be shared.

4.3 You are responsible for what your users do in the Service, for choosing which users have which permissions, and for removing access when someone leaves.

4.4 Keep passwords and access tokens (including OptiWMS app device tokens and API keys) secure. Tell us promptly at [email protected] if you think your account has been accessed without permission.

4.5 A user can belong to more than one account (for example, a consultant who works for several merchants). Each account is separate, and the rules of each account apply to what the user does in it.

5. Free trial

5.1 New accounts can use the Service free for 14 days, with every feature. No payment details are needed to start.

5.2 The trial starts when we send the welcome email for your account.

5.3 To keep using the Service after the trial, choose a plan and add payment details. If you do not, your access ends when the trial ends. If you need more time to evaluate the Service, or have any concerns, contact us at [email protected] before the trial ends.

5.4 If your trial ends without a paid plan, we keep your data for 30 days after the trial ends so you can pick a plan or export it, and then delete it as described in section 12.

5.5 We offer one trial per business. We may decline or end a trial that we reasonably believe is a repeat trial, automated, or used in breach of section 11.

6. Plans, prices and taxes

6.1 Our current plans, order allowances and prices are on https://www.optiwms.com/pricing. The price that applies to you is the one shown when you choose or renew a plan.

6.2 Customers in Australia pay in Australian dollars (AUD). AUD prices include GST. We issue tax invoices for payments that include GST.

6.3 Customers outside Australia pay in US dollars (USD). You are responsible for any taxes, duties or withholdings in your own country that apply to your purchase, other than taxes on our income. If you must withhold tax from a payment, you must pay us an extra amount so that we receive the full price.

6.4 Annual plans cost ten times the monthly price for the same plan and are paid in advance for a year.

6.5 We may change our prices. A new price applies to you from your next renewal after we give you at least 30 days' notice by email. If you do not accept the new price, you can cancel before it applies (section 9).

6.6 If you are over 20,000 orders a month, we agree a price with you in writing. That written agreement and these terms together apply.

7. Order allowance and moving plans

7.1 Each plan includes a number of orders a month. An order counts once, in the calendar month in which OptiWMS first packs it, measured in your account's time zone. Canceled orders and orders you ship outside OptiWMS do not count. An order split into several parcels, or packed as part of a batch, still counts once.

7.2 Going over your allowance never stops the Service. We tell you by email and in the dashboard when you reach 80% and 100% of your allowance for the month.

7.3 One month over your allowance changes nothing.

7.4 If you go over your allowance in two calendar months in a row, you move up one plan at your next renewal. We email you at least 14 days before the change takes effect.

7.5 We never charge for orders over your allowance.

7.6 You can move to a higher plan at any time. You can move to a lower plan from your next renewal.

8. Payment and renewal

8.1 Paid plans are billed in advance for each billing period through our payment processor (currently Stripe).

8.2 Your plan renews automatically at the end of each billing period for another period of the same length, at the price that then applies, until you cancel.

8.3 You authorize us and our payment processor to charge your saved payment method for each renewal, and for guided onboarding if you order it.

8.4 If a payment fails, we will email you and retry. If it is still unpaid 14 days after the first failure, we may limit your account to billing, account settings and data export until the payment is made. We start any such limit outside working hours in your time zone (at 3:00 am local time), never partway through a shift. Orders from your sales channels keep arriving and stock levels keep syncing for 30 days while the account is limited.

8.5 If your account stays limited for 30 days without payment, we may end the account under section 22.

9. Cancellation and refunds

9.1 You can cancel at any time by emailing [email protected] from an account administrator's email address. Your cancellation takes effect at the end of the billing period you have already paid for. You keep full access until then.

9.2 We do not refund the unused part of a monthly billing period.

9.3 We do not refund the unused part of an annual plan. The free trial is there so you can evaluate the Service before you pay.

9.4 Guided onboarding: if we cannot deliver the session within 30 days of your order, you may ask for a full refund. Once the session has been delivered, it is not refundable.

9.5 Nothing in this section limits a refund you are entitled to under the Australian Consumer Law (section 18) or where these terms say we will refund you (sections 3.3 and 23.3).

10. Guided onboarding

10.1 Guided onboarding is an optional one-off service, priced on the pricing page (A$499 including GST in Australia, US$349 outside Australia at the date of these terms).

10.2 It includes:

• a setup session of up to two hours with us over video;
• importing your warehouse locations, products and opening stock, for up to 5,000 products (larger catalogs are quoted separately);
• connecting your store, your shipping platform and the OptiWMS app;
• thirty minutes of picking and packing training for your team; and
• a follow-up call with us after your first week of live orders.

10.3 You need to provide, before the session: your data in a format we can import (for example a CSV export from your store or current system), login access or credentials for the store and shipping platform, and a computer on which the OptiWMS app can be installed. The session may take longer or need a second session if these are not ready; we will tell you before any extra cost applies.

10.4 The session must be booked within 90 days of ordering.

10.5 You remain responsible for checking the imported data (especially opening stock counts) before relying on it.

11. Acceptable use

11.1 You must use the Service only for your own business operations and in line with the law.

11.2 You must not, and must not let anyone else:

• (a) use the Service, or information about it, to build, train or improve a competing product or service;
• (b) run benchmarks or comparisons of the Service for the purpose of building or marketing a competing product, or publish them, without our written consent;
• (c) copy, modify, reverse engineer, decompile or disassemble the Service or the OptiWMS app, or try to extract its source code, except to the extent the law allows this despite this clause;
• (d) resell, sublicense or provide the Service to third parties as a service bureau, or use one account to run warehouses for other businesses, unless we agree in writing;
• (e) probe, scan or test the security of the Service, or try to get around access controls, rate limits or tenant separation, unless we agree in writing (report a suspected vulnerability to [email protected] instead);
• (f) put excessive load on the Service, for example with automated requests beyond what normal warehouse use needs;
• (g) upload malware or content that is unlawful, or that infringes someone else's rights;
• (h) use the Service to store or process personal information you are not allowed to collect or share; or
• (i) access another customer's data.

11.3 If we reasonably believe you are in breach of this section, we may act under section 21.

12. Your data

12.1 You own your data. We do not claim any ownership of it.

12.2 You give us permission to host, copy, process, transmit and display your data only as needed to provide, secure and support the Service, to follow your instructions (including sending data to connected services you set up), and to comply with the law.

12.3 We may use information about how the Service is used, in a form that does not identify you, your users or your customers, to run, secure and improve the Service.

12.4 You can export your products, sales orders and reports as CSV files from the dashboard at any time while you have access, including while your account is limited under section 8.4.

12.5 After your account ends (because you canceled, because a trial ended without a paid plan, or because the account was terminated), we keep your data for 30 days so you can reactivate or export it. We then delete it from the Service. Copies in our encrypted backups are deleted as those backups expire, within a further 14 days.

12.6 We may keep information we must keep by law (for example billing and tax records) for as long as the law requires, and the audit record that an account existed and was closed.

12.7 You are responsible for the accuracy and legality of your data, and for keeping your own records where the law requires you to (for example, records you must keep for tax or product safety reasons).

13. Personal information in your data

13.1 Your data includes personal information about your customers (such as names, email addresses, phone numbers and delivery addresses) and about your users (such as email addresses and a record of what each user picked, packed and received, and when).

13.2 We handle that personal information on your behalf and under your instructions, which are these terms and how you set up and use the Service. We do not use it for our own purposes, sell it, or use it for marketing.

13.3 You are responsible for:

• (a) having the right to collect that personal information and to give it to us and to the connected services you set up;
• (b) telling your customers and users, in your own privacy notice, that you use service providers such as OptiWMS to fulfill orders;
• (c) telling your users that the Service records their activity (for example, who picked or packed an order and when), where the law requires you to;
• (d) handling requests from your customers to see, correct or delete their information. We will help you where the Service allows it; and
• (e) only sending us the personal information the Service needs.

13.4 We will:

• (a) keep the personal information confidential and only let our personnel and service providers access it where they need to for the Service;
• (b) protect it with reasonable security measures, as described in our Privacy Policy;
• (c) use the service providers listed in our Privacy Policy, and give you at least 14 days' notice by email before adding a new service provider that will store your data, so you can object or cancel;
• (d) tell you without undue delay if we become aware of unauthorized access to, or loss of, your data, and give you the information we have so you can meet your own obligations, including under the Notifiable Data Breaches scheme;
• (e) act on data deletion requests your sales channel sends us for your store (for example, Shopify's customer and shop redaction requests); and
• (f) delete it as described in section 12.5.

13.5 If you need a separate data processing agreement for the laws of your country, contact us.

14. Connected services

14.1 The Service works with connected services that you choose, such as Shopify, WooCommerce, BigCommerce, eBay (when available), Shippit, Starshipit and ShipStation. You need your own account with each one.

14.2 Your use of a connected service is governed by your agreement with its provider. Their terms, prices and privacy policies apply, not ours.

14.3 When you connect a service, you instruct us to send your data to it and receive data from it as the connection needs. For example, we receive orders, including your customers' names, email addresses, phone numbers and delivery addresses, from your sales channel, and send the details needed for a label to your shipping platform.

14.4 We are not responsible for a connected service: its availability, outages, errors, changes to its API, the labels or rates it provides, what it does with your data, or its decision to suspend your account with it. If a provider changes or withdraws its API, we may have to change or stop the connection. We will tell you as soon as we reasonably can.

14.5 You are responsible for checking labels, carriers and delivery details before you dispatch goods.

15. Availability, changes and support

15.1 We work to keep the Service available and to fix problems promptly. We do not promise that it will be available at all times or free of errors, and we do not offer a service level agreement for availability.

15.2 We may need to take the Service offline for maintenance. Where we can, we do this outside Australian business hours and tell you in advance.

15.3 Support is by email at [email protected], or through Contact support in the Help menu of the dashboard, on every plan and during the free trial. A person on our team sends a first reply within 3 hours of your message, whenever you write, every day including weekends and public holidays. This covers the first reply; resolving an issue can take longer.

16. Our intellectual property

16.1 We, or our licensors, own the Service, including its software, design, help content and the OptiWMS name and logo. These terms give you a right to use the Service while your account is active. They do not transfer any ownership to you.

16.2 If you send us ideas or feedback, we may use them without any obligation to you.

17. Confidentiality

17.1 Each of us will keep the other's confidential information confidential and use it only for the purposes of these terms. Your data is your confidential information. Non-public information about the Service, such as pricing we have agreed with you and security details, is ours.

17.2 This does not apply to information that is public through no fault of the receiving party, that the receiving party already had or developed independently, or that must be disclosed by law (in which case the receiving party will give notice where it lawfully can).

18. Australian Consumer Law

18.1 Our services come with guarantees that cannot be excluded under the Australian Consumer Law (ACL). Nothing in these terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the ACL or any other law, that cannot lawfully be excluded or limited.

18.2 Where the ACL allows, and the services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for a failure to comply with a consumer guarantee is limited, at our option, to supplying the services again or paying the cost of having the services supplied again.

18.3 Subject to section 18.1, we make no promise about the Service other than those set out in these terms.

19. Liability

19.1 Subject to section 18, neither of us is liable to the other for any loss of profit, revenue, goodwill or business opportunity, or for any indirect or consequential loss, however it arises.

19.2 Subject to section 18, our total liability to you for all claims arising out of or in connection with these terms or the Service, in any 12-month period, is limited to the fees you paid us in the 12 months before the event that gave rise to the claim.

19.3 Subject to section 18, we are not liable for loss caused by:

• (a) a connected service or its provider (section 14);
• (b) errors in your data, including stock counts, product details, addresses and shipping choices;
• (c) goods that are lost, damaged, delayed or sent to the wrong address after a label is created or goods are dispatched;
• (d) your failure to keep logins and tokens secure, or to follow reasonable instructions we give you; or
• (e) events outside our reasonable control, such as failures of internet or power providers, cyberattacks we could not reasonably have prevented, natural disasters, and government action.

19.4 The limits in this section do not apply to your obligation to pay fees, to a party's liability for breach of section 17 (confidentiality), or to liability that cannot be limited by law, such as liability for fraud.

19.5 Each of us must take reasonable steps to reduce any loss we suffer.

20. Indemnity

20.1 You agree to compensate us for any loss, cost (including reasonable legal costs) or liability we incur because of a claim by a third party (including one of your customers or users, or a regulator) that arises from:

• (a) your data, or your collection or use of personal information in it, in breach of the law or of section 13.3;
• (b) your use of a connected service; or
• (c) your breach of section 11.

20.2 We will tell you promptly about any such claim, let you control its defense where the law allows, and not settle it without your consent (which you must not unreasonably withhold). Your obligation is reduced to the extent that we caused or contributed to the loss.

21. Suspension

21.1 We may suspend all or part of your access to the Service if:

• (a) your use puts the security, integrity or availability of the Service, or other customers' data, at risk;
• (b) you breach section 11 in a serious way;
• (c) we are required to by law or by a regulator; or
• (d) payment is overdue as described in section 8.4.

21.2 Before we suspend under (a), (b) or (c), we will give you notice and a reasonable chance to fix the problem, unless the risk is urgent or the law prevents it. In that case we will tell you as soon as we can afterwards.

21.3 We will limit a suspension to what is needed and lift it once the reason has been dealt with. You can still export your data during a suspension, unless the suspension is to stop harm that the export itself would cause.

22. Termination

22.1 You can end these terms at any time by canceling under section 9.

22.2 We can end these terms for any reason by giving you at least 30 days' notice by email. If we do, we will refund any prepaid fees for the period after the account ends.

22.3 Either of us can end these terms by notice if the other:

• (a) commits a material breach and does not fix it within 14 days after receiving notice describing it; or
• (b) becomes insolvent, goes into administration or liquidation, or stops carrying on business.

22.4 We can also end these terms by notice if your account has been limited for non-payment for 30 days (section 8.5).

22.5 When these terms end, your access ends and section 12.5 applies to your data. Sections 12.5, 12.6, 16, 17, 18, 19, 20, 25 and any unpaid fees survive.

23. Changes to these terms

23.1 We may change these terms. We will email the account administrators, and show a notice in the dashboard, at least 30 days before a change that reduces your rights or increases your obligations takes effect. Other changes (such as clarifications, or changes needed by law) may take effect when we publish them.

23.2 The current terms and their effective date are always at https://www.optiwms.com/terms.

23.3 If you do not accept a change that reduces your rights, you can cancel before it takes effect and we will refund any prepaid fees for the period after your cancellation takes effect.

24. Notices

24.1 We send notices to the email address of your account's administrators. You send notices to [email protected]. A notice by email is received when it is sent, unless the sender receives a message that it was not delivered.

24.2 Our registered details: Electron Code Pty Ltd, ABN 94 628 569 120.

25. General

25.1 These terms are governed by the law of New South Wales, Australia. Each of us submits to the non-exclusive jurisdiction of the courts of New South Wales and the courts that can hear appeals from them.

25.2 These terms (together with the Privacy Policy, the prices that apply to you, and any written agreement under section 6.6) are the entire agreement between us about the Service. They replace any earlier agreement or statement about it. Any terms in your purchase order or similar document do not apply.

25.3 If part of these terms is unenforceable, it is read down or severed, and the rest continues.

25.4 A failure or delay in using a right is not a waiver of it.

25.5 You may not transfer your rights under these terms without our written consent. We may transfer them to a business that takes over the Service, if we tell you and your rights are not reduced.

25.6 Nothing in these terms creates a partnership, joint venture, agency or employment relationship.

25.7 Neither of us is liable for a delay or failure caused by events outside our reasonable control, other than a delay in paying money.

26. Contact

Questions about these terms: [email protected].