Terms & Conditions

These Terms & Conditions (Terms) govern your access to and use of the Ethenai platform, websites, mobile applications, and related services (collectively, Services). The Services are provided by Earthly Brewing Co & Cellar Door Pty Ltd, based at 104 Brooks Road, Bywong NSW 2621, Australia (Ethenai, we, us, our).

By creating an account, accessing the Services, or by otherwise indicating your acceptance (including through an order form or statement of work), you agree to be bound by these Terms. If you are using the Services on behalf of a company or organisation, you represent that you are authorised to bind that entity and references to you also include that entity.

You must be at least 18 years old and have the legal capacity to enter into a binding agreement to use the Services.

You are responsible for maintaining the accuracy of your account information and the security of your login credentials. Notify us immediately of any unauthorised use of your account.

We may suspend or terminate an account if we reasonably believe that you have breached these Terms or applicable law, or if continued use would expose us or others to unacceptable risk.

Access to certain features may require a paid subscription defined in an order form, master services agreement, or online checkout (Order).

Each Order specifies the subscription term, fees, usage limits, and any additional conditions. If there is a conflict between an Order and these Terms, the Order prevails for the conflicting subject matter.

Unless otherwise stated, subscriptions renew automatically for successive terms equal in length to the initial term at the then-current rates. You may prevent renewal by providing written notice at least 30 days before the end of the current term.

You agree to pay all fees described in the Order. Fees are quoted in Australian dollars unless expressly stated otherwise and are exclusive of taxes, duties, and government charges.

Invoices are due within the timeframe stated in the Order (or, if not stated, within 14 days of the invoice date). Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

If payment is not received when due, we may suspend or limit access to the Services until the account is brought current.

You must use the Services in compliance with applicable laws, platform policies (including Meta, WhatsApp, Instagram, and telecommunications regulations), and these Terms.

You will not (and will not permit others to) misuse the Services, including by attempting to gain unauthorised access, reverse engineering, interfering with security features, sending spam or malicious code, or infringing the rights of others.

You are responsible for the accuracy, quality, and legality of Customer Data and for obtaining all necessary notices and consents from individuals whose information you process through the Services.

Customer Data means any data, content, or information submitted, transmitted, or stored through your account. You retain all rights to Customer Data.

We process Customer Data solely to provide the Services, to prevent or address service issues, to comply with legal obligations, or as expressly permitted in writing.

Our handling of personal information is described in our Privacy Policy, which forms part of these Terms. Where required under GDPR or other privacy laws, the parties will enter into a separate data processing agreement (DPA) that supplements these Terms.

We and our licensors retain all ownership and intellectual property rights in the Services, including software, documentation, materials, and branding. No rights are granted to you other than the limited right to use the Services in accordance with these Terms.

Feedback you provide may be used by us without restriction or compensation, and we own any improvements derived from such feedback.

The Services integrate with third-party platforms (for example, messaging or CRM systems). Use of third-party services is subject to the provider’s terms and privacy policies. We are not responsible for third-party services and disclaim any liability arising from their availability, security, or performance.

We may change or discontinue integrations if the third-party provider modifies or suspends its offering, or if continued integration creates security or compliance concerns.

Each party agrees to protect information disclosed by the other party that is identified as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure (Confidential Information).

Confidential Information may be used only to fulfil obligations under these Terms and must not be disclosed except to personnel or service providers who need to know and are bound by confidentiality obligations. These restrictions do not apply to information that is public, independently developed, received from a third party without breach, or required to be disclosed by law (with prompt notice where lawful).

We implement administrative, technical, and physical safeguards designed to protect the Services and Customer Data. You are responsible for configuring the Services to meet your compliance needs.

If we become aware of unauthorised access to Customer Data on our systems (Security Incident), we will notify you without undue delay, provide details, and cooperate with you to meet applicable breach notification obligations.

We warrant that the Services will perform materially in accordance with the documentation and that we will provide the Services with reasonable care and skill.

To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or that all defects will be corrected.

We will defend you against third-party claims alleging that the Services infringe a patent, copyright, or trademark, and will pay damages and costs finally awarded, provided you promptly notify us, grant us sole control of the defence, and cooperate as reasonably requested.

You will defend us against third-party claims arising from Customer Data, your use of the Services in violation of these Terms, or your breach of applicable laws (including privacy or messaging regulations), and will pay damages and costs finally awarded.

To the maximum extent permitted by law, neither party will be liable for any indirect, consequential, special, incidental, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, even if advised such damages were possible.

Each party’s aggregate liability arising out of or related to these Terms will not exceed the total fees paid or payable by you to us under the applicable Order during the 12 months preceding the event giving rise to the claim.

These limitations do not apply to liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, infringement indemnities, or amounts payable under the indemnity obligations in Section 12.

These Terms remain in effect for as long as you access the Services or until terminated in accordance with this section.

Either party may terminate an Order or the Terms for cause if the other party materially breaches and fails to remedy the breach within 30 days of written notice. We may terminate immediately if you become insolvent, cease business operations, or fail to pay fees within 30 days of the due date.

Upon termination, your right to use the Services ends. You may export Customer Data for 30 days following termination, after which we may delete or anonymise it unless legally prohibited.

You represent that you and the individuals accessing the Services are not located in a country subject to comprehensive sanctions and are not prohibited parties under international sanctions regimes. You will not export or re-export the Services or underlying technology in violation of applicable export laws.

You are responsible for complying with all laws and regulations applicable to your business, including privacy, employment, consumer protection, and industry-specific requirements. We make no representation that the Services are appropriate for use in every jurisdiction.

These Terms are governed by the laws of New South Wales, Australia, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to the Terms must first be discussed in good faith between the parties’ authorised representatives. If no resolution is reached within 30 days, the dispute may be submitted to mediation in Sydney, New South Wales. If mediation is unsuccessful, the dispute will be resolved by the courts of New South Wales, and each party submits to their exclusive jurisdiction.

Notices must be in writing. We will send notices to the email address or mailing address associated with your account or Order. You will send notices to legal@ethenai.com or to Earthly Brewing Co & Cellar Door Pty Ltd, 104 Brooks Road, Bywong NSW 2621, Australia.

Notices are deemed received: (a) when delivered by hand; (b) three business days after posting; or (c) when confirmed received if sent by email.

These Terms, together with applicable Orders and policies referenced herein (including the Privacy Policy and any DPA), constitute the entire agreement between the parties and supersede prior discussions or agreements regarding the Services.

If any provision of these Terms is held unenforceable, the remaining provisions remain in effect. Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound by these Terms.

No waiver of any provision is effective unless in writing and signed by the waiving party. Our failure to enforce a right does not waive the right to enforce it later.