Terms of service

Updated October 29, 2025

These Terms of Service govern all use of the Overdrive software and services provided by Soul & Wolf Pty Ltd. By signing an Order Form that references these Terms, the Client agrees to be bound by them in full. Where any conflict exists between an Order Form and these Terms, the Order Form shall prevail.

1. Definitions

The following terms have the meanings set out below wherever they appear in these Terms or any Order Form:

"Agreement"
The Order Form together with these Terms of Service, forming the entire agreement between the parties.

"Authorised Users"
Employees, contractors, and agents of the Client authorised to access the Software for the Client’s internal business purposes.

"Client"
The entity named as client or licensee on the Order Form.

"Client Data"
All data, content, and materials provided or generated by the Client through use of the Software.

"Documentation"
User guides, technical specifications, and support materials provided by Soul & Wolf relating to the Software.

"Effective Date"
The date specified as such on the Order Form, or the date the Client first accesses the Software, whichever is earlier.

"Initial Term"
The 12-month period commencing on the Effective Date, as specified on the Order Form.

"License Fee"
The monthly or annual fee payable by the Client as specified on the Order Form.

"Order Form"
The order form document signed by both parties that incorporates these Terms by reference.

"Software"
The Overdrive Shopify theme and associated feature suite, including all updates and enhancements provided during the Subscription Term.

"Soul & Wolf"
Soul & Wolf Pty Ltd ABN 44 166 904 972, of 278 Park Street, South Melbourne VIC 3205, Australia.

"Store"
A single Shopify store operated by the Client under a unique store URL or subdomain, as identified on the Order Form.

"Subscription Term"
The Initial Term together with any subsequent renewal periods.

2.  License Grant & Restrictions

2.1  License Grant

Subject to payment of all License Fees and compliance with this Agreement, Soul & Wolf grants the Client a limited, non-exclusive, non-transferable, revocable license during the Subscription Term to:

  • install, keep installed and use the Software on a single Store;
  • permit Authorised Users to access the Software for internal business purposes; and
  • use the Documentation in connection with the above.

2.2  Restrictions

The Client must not, and must ensure Authorised Users do not:

  • use the Software on more than one Store without purchasing an additional license;
  • sublicense, resell, or otherwise commercially exploit the Software;
  • modify, reverse-engineer, decompile, or create derivative works of the Software;
  • remove or obscure any proprietary or copyright notices; or
  • use the Software in any unlawful manner or to transmit malicious code.

2.3  Feedback

Any suggestions or feedback provided by the Client may be incorporated into the Software or Soul & Wolf’s other products without restriction or compensation to the Client.

3.  Delivery & Onboarding

3.1  Onboarding

Soul & Wolf will provide the Client with access to the Software and reasonable onboarding assistance to support initial setup on the Client’s Store. The Client is responsible for:

  • ensuring its Shopify environment meets the minimum technical requirements in the Documentation;
  • maintaining a valid Shopify subscription at the required plan level; and
  • providing timely access and cooperation reasonably required to complete onboarding.

Soul & Wolf targets a go-live timeframe of ~4 weeks from the Effective Date, subject to the Client meeting its obligations above. This target is not a contractual guarantee.

3.2  Shopify Platform Compliance

The Software operates exclusively on the Shopify platform. The Client acknowledges and agrees that:

  • the Client is solely responsible for maintaining a valid Shopify subscription at a plan level compatible with the Software throughout the Subscription Term;
  • the Client must comply with Shopify’s Terms of Service, Acceptable Use Policy, and all other applicable Shopify platform requirements at all times;
  • Soul & Wolf has no control over the Shopify platform and is not responsible for any changes Shopify makes to its platform, APIs, or policies that affect the performance or availability of the Software;
  • the Client’s non-compliance with Shopify’s terms may result in restrictions to or loss of the Client’s Shopify store, which shall not constitute a breach by Soul & Wolf or entitle the Client to any refund; and
  • Soul & Wolf will use reasonable endeavours to maintain compatibility with current Shopify platform versions but does not guarantee compatibility with future Shopify updates or changes.

4.  Support & Maintenance

The License Fee includes the following support during the Subscription Term:

  • email support, Monday–Friday 9:00 AM–5:00 PM AEST (excluding public holidays);
  • access to online documentation and knowledge base materials; and
  • Software updates — including bug fixes, patches, and minor enhancements — as released generally to subscribers.

Support does not include custom development, third-party integrations not supplied by Soul & Wolf, or issues arising from modifications made by the Client or a third party without Soul & Wolf’s written approval.

5.  Fees & Payment

5.1  License Fees

The Client shall pay the License Fee in the amount and at the frequency specified on the Order Form. Pricing, billing cadence, and any applicable discounts are set out exclusively on the Order Form and may be updated from time to time by agreement between the parties in writing.

5.2  Non-Refundable Fees

All fees paid under this Agreement are strictly non-refundable under any circumstances. This applies regardless of the billing arrangement selected, the reason for termination, the timing of termination, or the extent of actual use of the Software. The Client acknowledges that fees paid represent full consideration for the relevant Subscription Term and waives any right to claim a refund, credit, or set-off.

5.3  Taxes & Invoicing

All fees are exclusive of GST and or any other applicable taxes, which are the Client’s sole responsibility. Soul & Wolf will issue a valid tax invoice for all amounts payable under this Agreement.

5.4  Late Payment & Suspension

If any amount remains unpaid for 15 or more days after its due date, Soul & Wolf may suspend access to the Software after providing 7 days’ prior written notice. Suspension does not relieve the Client of its payment obligations.

5.5  Price Changes

Soul & Wolf may adjust the License Fee applicable on renewal on 60 days’ written notice. Price changes do not affect a prepaid Annual Term already in progress. If the Client does not accept revised pricing for a renewal period, it may give notice of non-renewal in accordance with clause 7.

6.  Intellectual Property

6.1  Soul & Wolf IP

Soul & Wolf retains all right, title, and interest in and to the Software, Documentation, and all related intellectual property. No ownership interest is transferred to the Client. The Client acquires only the limited license rights expressly set out in clause 2.

6.2  Client Data

The Client owns all Client Data. The Client grants Soul & Wolf a limited license to access and use Client Data solely to provide the Software and related services.

6.3  Usage Data

Soul & Wolf may collect anonymised, aggregated usage data to improve the Software and its products. No personally identifiable information relating to the Client or its customers will be shared externally without consent.

6.4  Marketing & Case Study Rights

The Client grants Soul & Wolf a non-exclusive, royalty-free, worldwide license to use the Client’s name, logo, and brand marks, and to reference the Client’s use of the Software, in Soul & Wolf’s website, marketing materials, sales collateral, presentations, and case studies. Where Soul & Wolf wishes to publish a detailed case study including performance metrics or Client Data, it will seek the Client’s prior written approval for that specific use, which shall not be unreasonably withheld or delayed. The Client may withdraw this license on 30 days’ written notice, after which Soul & Wolf will use reasonable endeavours to remove existing published references in a timely manner.

6.5  Shared Platform & Storefront Similarity

The Client acknowledges and agrees that:

  • the Software is a multi-tenant platform licensed to multiple clients across the automotive, marine, agriculture, and related industries;
  • the Software’s theme, layout, structure, design patterns, components, and user interface elements are proprietary to Soul & Wolf and are shared across all licensees;
  • as a result, the visual appearance and functional structure of the Client’s Store may be similar to, or share elements with, stores operated by other licensees of the Software; and
  • the Client has no right to claim exclusivity over any element of the Software’s design or functionality, and no such similarity shall constitute a breach of this Agreement or any representation by Soul & Wolf.

The Client’s brand identity is expressed through its own content, imagery, copy, and data, which the Client is solely responsible for supplying. Soul & Wolf accepts no responsibility for any failure of the Client’s Store to be visually differentiated from other licensees’ stores where such differentiation depends on Client-supplied content.

6.6  Client Content Responsibility

The Client is solely responsible for all content, imagery, photography, video, copy, product data, pricing, and other materials uploaded to or displayed through the Software (together, “Client Content”). By using the Software, the Client represents and warrants that:

  • it owns or has obtained all necessary rights, licences, consents, and permissions to use and display all Client Content through the Software;
  • the Client Content does not infringe the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party;
  • the Client Content complies with all applicable laws and regulations, including consumer protection, advertising standards, and product liability laws; and
  • the Client Content does not contain any material that is defamatory, obscene, misleading, or otherwise unlawful.

Soul & Wolf has no obligation to review, moderate, or approve Client Content and accepts no liability whatsoever for any Client Content or for any claims, losses, or damages arising from or in connection with it. The Client shall indemnify Soul & Wolf in accordance with clause 10.2 for any claims arising from Client Content.

6.7  Codebase Access & Control

The Client grants Soul & Wolf exclusive authority to access, manage, maintain, update, and modify the Software codebase, database, and all related technical components installed on or connected to the Client’s Store (together, the “Codebase”) for the duration of the Subscription Term. This exclusive authority includes the right to:

  • deploy updates, patches, and enhancements to the Codebase;
  • access the Codebase for diagnostic, maintenance, and support purposes; and
  • engage Soul & Wolf’s own contractors or subcontractors to perform work on the Codebase, provided such parties are bound by confidentiality obligations no less protective than those in clause 9.

6.8  Prohibition on Unauthorised Access

The Client must not, and must ensure that no third party (including other agencies, developers, contractors, or technology partners) does, without Soul & Wolf’s prior written consent:

  • access, inspect, copy, or attempt to reverse-engineer any part of the Codebase;
    make or commission any modifications, customisations, or additions to the Codebase;
  • grant any third party access to the Codebase or to the Client’s Store backend in a manner that could affect the integrity or performance of the Software; or
  • install, integrate, or connect any third-party application, plugin, or script in a way that modifies or interferes with the Codebase.

Any unauthorised access to or modification of the Codebase by the Client or a third party acting on the Client’s behalf: (a) immediately voids Soul & Wolf’s support and maintenance obligations under clause 4 with respect to any affected components; (b) constitutes a material breach of this Agreement entitling Soul & Wolf to terminate under clause 7.2; and (c) does not entitle the Client to any refund of fees paid.

Soul & Wolf is not liable for any degradation in Software performance, security vulnerability, data loss, or other adverse outcome arising from any unauthorised access or modification, and the Client shall indemnify Soul & Wolf against all resulting claims, costs, and losses.

7.  Term & Termination

7.1  Term

This Agreement commences on the Effective Date and continues for the Initial Term of 12 months. After the Initial Term, it automatically renews for successive 12-month periods on the same terms, unless: (a) the parties have agreed new terms in writing to apply at renewal; or (b) either party provides at least 60 days’ written notice of non-renewal before the end of the then-current term.

7.2  Termination for Cause

Either party may terminate this Agreement immediately on written notice if:

  • the other party commits a material breach that remains uncured for 30 days after written notice of the breach; or
  • the other party becomes insolvent, enters administration, or ceases to carry on business.

7.3  Early Termination & Liquidated Damages

If the Client terminates this Agreement for any reason other than Soul & Wolf’s uncured material breach under clause 7.2, or if Soul & Wolf terminates this Agreement due to the Client’s breach, before the expiry of the then-current term, the Client shall pay Soul & Wolf liquidated damages equal to the total License Fees that would have been payable for the remainder of that term. The parties agree that:

  • actual damages arising from early termination are difficult to calculate with certainty;
  • the liquidated damages amount represents a genuine pre-estimate of Soul & Wolf’s likely loss, including lost revenue, redeployment costs, and foregone commitments, and is not a penalty; and
  • liquidated damages become immediately due and payable on the date of early termination and are in addition to any fees already owing.

7.4  Effect of Termination

On termination or expiry for any reason:

  • all license rights granted to the Client cease immediately;
  • the Client must cease using the Software and remove it from its Store;
  • all fees owing through to the end of the then-current term remain due and payable in full;
  • no fees paid will be refunded regardless of the reason for or timing of termination; and
  • the Client may request an export of its Client Data within 30 days; after that period, Soul & Wolf may delete it.

Clauses 5, 6, 7.3, 8, and 9 survive termination or expiry of this Agreement.

8.  Warranties & Liability

8.1  Soul & Wolf Warranty

Soul & Wolf warrants that the Software will perform materially in accordance with the Documentation and that it will not knowingly introduce malicious code. Soul & Wolf does not warrant that the Software will be error-free or uninterrupted, or that it will meet every specific requirement of the Client.

8.2  Limitation of Liability

To the maximum extent permitted by law:

  • neither party will be liable for indirect, consequential, or punitive damages, including loss of profit, loss of data, or business interruption; and
  • each party’s total aggregate liability under this Agreement will not exceed the License Fees paid by the Client in the 6 months preceding the event giving rise to the claim.

These limitations do not apply to a party’s obligations under clause 9 (Confidentiality), infringement of intellectual property rights, or liability arising from fraud or gross negligence.

9.  Confidentiality

Each party agrees to keep the other’s Confidential Information strictly confidential, using at least the same degree of care it applies to its own confidential information (and no less than reasonable care). Confidential Information may only be disclosed to employees or contractors who need it to perform obligations under this Agreement and who are bound by obligations no less protective than those in this clause.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the receiving party; (c) is independently developed without reference to the disclosing party’s information; or (d) must be disclosed by law, with prior notice given where legally possible.

For the avoidance of doubt, the pricing, terms, and commercial arrangements in this Agreement are Confidential Information of both parties.

10.  Indemnification

10.1  Soul & Wolf Indemnity

Soul & Wolf will defend, indemnify, and hold the Client harmless from third-party claims alleging that the Software (as delivered, unmodified) infringes a third party’s intellectual property rights, provided the Client promptly notifies Soul & Wolf, gives Soul & Wolf sole control of the defence, and provides reasonable assistance at Soul & Wolf’s cost.

10.2  Client Indemnity

The Client will defend, indemnify, and hold Soul & Wolf harmless from and against any and all claims, damages, liabilities, costs, and expenses (including legal fees) arising from or relating to: (a) the Client’s use of the Software in breach of this Agreement or applicable law; (b) Client Data; (c) any Client Content uploaded to or displayed through the Software, including any claim that Client Content infringes a third party’s intellectual property, privacy, or other rights; or (d) any claim by a third party arising from the Client’s Store or business operations.

11.  Service Modifications

Soul & Wolf reserves the right to modify, update, enhance, limit, or discontinue any feature or component of the Software at any time during the Subscription Term. Soul & Wolf will use reasonable endeavours to:

  • provide at least 30 days’ prior written notice of any change that materially reduces the core functionality of the Software as described in the Documentation at the time of the Client’s Order Form (a “Material Modification”); and
  • maintain or exceed the overall functionality and performance of the Software throughout the Subscription Term.

Changes that do not constitute a Material Modification — including the addition of new features, changes to the user interface, performance improvements, security updates, and changes required to maintain Shopify platform compatibility — may be made at any time without notice and do not give rise to any right of termination or refund.

In the event of a Material Modification, the Client’s sole remedy is to terminate this Agreement by providing written notice to Soul & Wolf within 30 days of receiving notification of the change. Soul & Wolf will not be liable for any loss, damage, or cost arising from any modification that is not a Material Modification.

12.  Acceptable Use

13.1  Permitted Use

The Client may only use the Software for lawful purposes and in accordance with this Agreement. The Client represents and warrants that its use of the Software will at all times comply with all applicable laws and regulations, including consumer protection, product liability, advertising standards, privacy, and data protection laws.

13.2  Prohibited Conduct

The Client must not, and must ensure its Authorised Users and any third parties acting on its behalf do not, use the Software to:

  • sell, advertise, or distribute counterfeit, unsafe, or illegal products or services;
    publish content that is false, misleading, deceptive, defamatory, obscene, threatening, or abusive;
  • infringe the intellectual property, privacy, or other rights of any person;
    transmit malware, viruses, or any code designed to disrupt, damage, or gain unauthorised access to any system;
  • conduct or facilitate fraud, misrepresentation, or any other unlawful commercial practice;
  • scrape, harvest, or systematically extract data from the Software without Soul & Wolf’s prior written consent; or
  • take any action that imposes a disproportionate or unreasonable load on the Software’s infrastructure or that interferes with the Software’s operation for other licensees.

13.3  Enforcement

If Soul & Wolf reasonably determines that the Client has breached or is likely to breach this clause 13, Soul & Wolf may, without limiting its other rights:

  • immediately suspend the Client’s access to the Software pending investigation;
    require the Client to remove or rectify the offending content or conduct within 48 hours; and
  • terminate this Agreement for cause under clause 7.2 if the breach is not remedied within 30 days of written notice.

The Client shall indemnify Soul & Wolf against all claims, losses, and expenses arising from any breach of this clause 12.

13. General

13.1  Representations

Each party represents and warrants to the other that: (a) it has full legal authority and capacity to enter into this Agreement; (b) the person signing or accepting this Agreement on its behalf is duly authorised to do so; and (c) entry into this Agreement does not conflict with any other agreement or obligation by which it is bound.

13.2  Entire Agreement

This Agreement, including the Order Form and all exhibits and addenda hereto, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications, agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. In the event of conflict between the Order Form and these Terms, the Order Form prevails.

"Governing Law"
State of Victoria, Australia. Disputes will be resolved in the courts of Melbourne, Victoria.

"Dispute Resolution"
Before commencing proceedings, the parties will attempt to resolve any dispute in good faith within 30 days of written notice.

"Notices"
Notices must be in writing. Email is effective on the next business day. Notices of termination or indemnity claims must be delivered by post or in person.

"Assignment"
Neither party may assign this Agreement without the other’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

"Force Majeure"
Neither party is liable for delays caused by events outside its reasonable control, including acts of God, government actions, or Shopify platform outages.

"Amendments"
Soul & Wolf may update these Terms from time to time. The current version is always published at https://getoverdrive.store/policies/terms-of-service. Continued use of the Software after notice of an update constitutes acceptance. Material changes will be notified by email with 30 days’ notice.

"Severability"
If any provision is unenforceable, it will be modified to the minimum extent necessary. The remaining provisions continue in full force.

"Relationship"
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

"Waiver"
Failure to exercise a right under this Agreement does not constitute a waiver of that right.