AI Virtual Assistant Australia Pty Ltd
These Terms of Service (the “Terms”) set out the terms on which AI Virtual Assistant Australia Pty Ltd (“we”, “us”, “our”) supplies its virtual assistant services, AI-powered call handling, scheduling and appointment management, messaging support and related software, tools, dashboards, analytics, integrations and documentation (together, the “Services”) to the customer named in the relevant service sign-up form, order form, proposal or onboarding document (the “Customer”, “you”, “your”). By signing an order form, activating a subscription, or otherwise using the Services, you agree to these Terms. Each accepted order form and these Terms together form a legally binding agreement between you and us (the “Agreement”). We may provide Services on an ongoing subscription basis and/or via specific add-ons. Each order form describes what you’re buying, how long for, and the pricing.
2.1 Quotes and proposals. We may provide you a quote, proposal, onboarding form or similar document describing the Services, fees, inclusions and start date (“Order Form”). You may accept by signing, replying in writing that you accept, or instructing us to proceed. 2.2 Acceptance. Once we confirm acceptance of your Order Form (in writing or by activating the Services for you), the Agreement starts (the “Start Date”). 2.3 Term and renewal. Unless otherwise stated in the Order Form: your subscription runs for the initial term described in the Order Form; at the end of that initial term, it will automatically renew for the same length again on a rolling basis; either party can stop renewal by giving at least 30 days’ written notice before the next renewal period begins. 2.4 Priority of documents. If there is any conflict between documents, the order of priority is: (1) the Order Form (including any schedules or attachments stated to apply to you); (2) these Terms. Any purchase order terms you send us that are inconsistent with this Agreement will not apply unless we expressly agree in writing.
3.1 Our Services. We provide AI-driven and human-assisted virtual assistant services. These may include: answering inbound calls, handling basic enquiries and capturing caller details; taking and sending messages on your behalf; booking, rescheduling and confirming appointments; following scripts or FAQs you supply; pushing call notes, leads or appointments into your systems (where technically possible); and providing you portal access, dashboards, transcripts, summaries, recordings, call logs and similar outputs. The exact scope for you is described in the Order Form. 3.2 Service availability. We deliver the Services using a mix of AI voice and messaging technology, telephony systems, calendar and scheduling tools, secure cloud infrastructure and (in some plans) human review/assistance. We’ll deliver the Services with reasonable skill and care and in a commercially reasonable timeframe. 3.3 Not exclusive. You understand we provide similar services to other customers. Nothing in this Agreement restricts us from working with other businesses, including competitors.
To let us actually do the job, you agree to: (a) Give us accurate business information, scripts, FAQs, pricing, availability, booking rules, escalation contacts and any other instructions we need in order to speak or act on your behalf. (b) Keep that information up to date. If your hours, pricing, policies, or booking rules change and you don’t tell us, we can’t be responsible for giving callers outdated info. (c) Give us appropriate access to calendars, booking systems, CRMs, phone routing, email inboxes or other tools that the Service needs to function. You’re responsible for any fees payable to those third-party tools. (d) Use the Services lawfully. You must follow all applicable laws around privacy, surveillance, call recording, marketing/solicitation, and consumer protection in all locations where you operate. You must not ask us to do anything unlawful. (e) Obtain any consents you are legally required to obtain from your callers, staff, contractors or other third parties before we collect, record, store, transcribe, summarise or forward their information. You acknowledge that in many locations you must tell people if a call is recorded or if they’re interacting with an AI assistant, and it is your job to ensure such disclosures are made. (f) Keep your login details, dashboard credentials and administrator access secure, and limit access to authorised personnel only.
5.1 Account access. You may be provided with login credentials to access dashboards, recordings, transcripts, caller details, analytics and account settings (“Account Access”). You’re responsible for all activity that occurs under your Account Access. 5.2 Misuse. If we reasonably believe your account is being misused, accessed without permission, used to spam/harass, or used in a way that creates legal, financial or reputational risk for us, we may suspend or limit some or all access to the Services. We’ll act reasonably in doing so. 5.3 Audit. We may review usage (for example, number of seats, minutes, transferred calls, etc.) to confirm it matches what’s in your Order Form. If we find that your actual usage is higher than what you’ve paid for, you agree we can invoice you the difference at our then-current rates.
6.1 Acting on your behalf. We act based on the information, rules and authority you give us. You are responsible for reviewing and approving any instructions, scripts or handling logic we use for callers, leads or customers. 6.2 AI behaviour. The Services rely on artificial intelligence. AI can misunderstand callers, produce summaries that are incomplete or inaccurate, or make assumptions. We cannot guarantee the accuracy, legality, tone, or appropriateness of AI-generated responses 100% of the time. You must not treat AI outputs (including summaries, call notes, suggestions, or bookings) as professional advice (legal, medical, financial, regulatory, safety-critical or otherwise). You are responsible for verifying any commitments made, any advice implied, and any bookings created in your name. 6.3 Regulatory and consent requirements. You acknowledge and agree: you are responsible for complying with any laws that apply in your state/territory/country about recording calls, monitoring communications, collecting personal information, storing it, and using AI or automated decision-making to interact with people; you are responsible for making any disclosures or obtaining any consents required by law from your callers, leads, clients or staff; and we are not your legal advisor and cannot tell you what wording you’re legally required to provide to callers. 6.4 No emergency use. Our Service is not an emergency response service, crisis service or safety monitoring service. We are not responsible for missed emergency calls, failure to escalate an urgent matter, or failure to identify or interpret emergency situations.
7.1 Fees. You agree to pay the fees set out in the Order Form, plus any usage-based or overage charges, plus applicable taxes (including GST where relevant). 7.2 Billing method. Unless otherwise specified: fees are billed in advance (for example, monthly in advance); usage-based or overage charges may be billed in arrears; and we are authorised to charge the payment method you provide (credit card, direct debit, etc.). 7.3 Late payment. If an invoice is overdue: we may suspend or limit the Services until payment is made; you are responsible for reasonable costs of recovery (for example, collection agency costs); and we may charge interest on overdue amounts at the maximum rate allowed by law. 7.4 Disputed invoices. If you dispute part of an invoice, you must notify us in writing within 14 days of the invoice date and pay the undisputed portion on time. Both parties will act in good faith to resolve the dispute.
8.1 Confidential information. “Confidential Information” means non-public information one party shares with the other that is identified as confidential or would reasonably be considered confidential (for example: scripts, pricing, technical methods, customer lists, caller information, call recordings, business processes, product plans). Each party agrees to only use the other party’s Confidential Information to carry out this Agreement; to protect it and not share it with anyone else unless required for delivery of the Services or required by law; and to return or destroy it if asked, where reasonably practical. 8.2 Your customer / caller data. Information we capture, record, transcribe or summarise from your callers and contacts (“Caller Data”) is treated as your data. We process it for you so we can deliver the Services. You grant us a non-exclusive, royalty-free licence to use Caller Data solely to provide, maintain and support the Services to you; to improve accuracy, quality and performance of the Services (for example, training and refining call handling flows, detecting spam/abuse, and improving recognition of your business context); and to meet legal, regulatory, fraud prevention and security obligations. You confirm that you have all required rights and consents to let us handle that Caller Data for those purposes. 8.3 Access to data and exports. We aim to make call logs, summaries, messages and similar materials available to you through dashboards or exports. If you need custom or bulk export outside normal tools, we may charge a reasonable fee for engineering effort. We may refuse, delay or limit an export if providing it would violate law, privacy or confidentiality obligations; would unreasonably expose security, intellectual property or other customers’ data; or is technically infeasible. 8.4 Data security. We use reasonable technical and organisational safeguards (for example access controls, logging, and secure cloud infrastructure) to protect data we host. No system is perfectly secure, so we cannot promise absolute security. 8.5 Breach notification. If we become aware of unauthorised access to personal information we host on your behalf that is likely to result in serious harm, we will act reasonably and promptly to investigate, contain and (where legally required) notify you and/or regulators.
Both parties must comply with applicable privacy, data protection and surveillance / interception laws in connection with their activities under this Agreement. You acknowledge: you, not us, control who your callers are and what you ask us to collect from them; you are responsible for obtaining any legally required consent from those callers for call recording, transcription, AI handling, storage and onward sharing of their details with you; and you are responsible for telling us if any category of data is highly sensitive or must not be collected.
10.1 Improvements and changes. We may enhance, update, modify or discontinue any part of the Services to improve performance, comply with law, add capability, address security issues, or for business reasons. If we make a material change that significantly reduces core functionality you rely on, we’ll give you reasonable notice and you may terminate under clause 12. 10.2 Availability. We aim for high availability, but the Services may sometimes be unavailable due to maintenance, upgrades, outages of carriers / cloud providers, network or power failures, cyberattacks, Force Majeure (see clause 14), or other issues outside our reasonable control. We are not responsible for delays or failures caused by telecom carriers, internet providers, hosting providers or other third parties.
11.1 No guarantees. You acknowledge and agree: the Services (including AI-generated outputs, call notes, summaries and scheduling actions) are provided “as is” and “as available”. We do not guarantee uninterrupted operation, error-free performance, perfect transcription accuracy, correct interpretation of caller intent, or legally compliant messaging/wording in all jurisdictions. We do not provide professional advice (including legal, medical, safety, or financial advice), and you must not rely on the Services as such. 11.2 Limitation of liability. To the fullest extent permitted by law: our total aggregate liability to you for all claims arising out of or in connection with this Agreement will be limited to the total fees you actually paid us in the 12 months immediately before the event giving rise to the claim; and we will not be liable for any indirect, special or consequential loss, including lost revenue, lost profit, lost opportunity, loss of business reputation, loss of data, or business interruption. 11.3 Exceptions. Nothing in this Agreement excludes any liability that cannot be excluded by law (for example, certain consumer guarantees under the Australian Consumer Law, if and to the extent they apply). 11.4 Your indemnity to us. You indemnify us against any claim, cost, fine, penalty, loss or damage we suffer that arises from: your breach of this Agreement; your failure to obtain any required consent or disclosure for call handling, recording, AI interaction or data capture; your breach of law (including privacy, spam, surveillance, marketing or consumer law); any instruction, script, directive or information you gave us that was misleading, unlawful or inaccurate; or any claim by a third party (including your callers or customers) arising from us acting on your instructions.
12.1 Termination by you. You may end the Agreement for convenience by giving us 30 days’ written notice. You must pay all fees owing up to the effective termination date (including any usage-based or overage fees already incurred). 12.2 Termination for breach or insolvency. Either party may terminate this Agreement immediately by written notice if the other party: commits a material breach that cannot be fixed; commits a material breach that could be fixed but does not fix it within 14 days of being asked to in writing; or becomes insolvent, goes into administration, is wound up, stops trading, or is otherwise unable to pay its debts when due. 12.3 After termination. When this Agreement ends: your right to access and use the Services stops immediately; you must stop using our dashboards, recordings, summaries and tools except for any exports we’ve already provided; you must pay all outstanding invoices; and each party must stop using the other party’s Confidential Information and either return or destroy it (unless retention is required by law, audit or backup policy).
Before either of us starts court action (other than urgent injunctions), we both agree to: (1) Raise the issue in writing and try to resolve it in good faith within 10 business days. (2) If it’s still not resolved, meet (or call) at decision-maker level to try again. (3) If still unresolved after that meeting, either party may start formal legal action. While a dispute is being worked through, both parties must keep delivering / paying for Services unless doing so would break the law or create serious security or safety risk.
We are not responsible for delays or failure to perform if caused by events outside our reasonable control (often called “force majeure”), including outages of carriers or cloud providers, denial-of-service attacks, natural disasters, pandemics, strikes, government restrictions, or similar events. We’ll act reasonably to minimise impact and resume normal operation as soon as practical.
Formal notices under this Agreement must be in writing and sent by email to the nominated contact email in the Order Form (or any updated email you later provide in writing). A notice is taken as received when the email is successfully sent, unless it’s sent after 5pm on a business day or on a non-business day, in which case it’s taken as received at 9am on the next business day (Queensland, Australia time).
16.1 Relationship. We are an independent service provider. Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency between us and you. 16.2 Assignment. You can’t transfer or assign your rights under this Agreement to someone else without our written consent. We can assign or subcontract our rights or obligations (for example, to a related company or approved service provider) so long as doing so does not materially reduce the level of service you’re entitled to. 16.3 Severability. If any part of this Agreement is found to be invalid or unenforceable, that part will be removed or narrowed as needed, and the rest stays in force. 16.4 Entire agreement. This Agreement (the Order Form + these Terms) is the entire agreement between us and you for the Services. It replaces anything earlier discussed or agreed that conflicts with it. 16.5 Changes to these Terms. We may update these Terms from time to time. If we make a material change that negatively affects you, we’ll give you reasonable notice (for example by email). If you keep using the Services after the effective date of the updated Terms, that means you agree to the changes. If you don’t agree, you may terminate under clause 12.1. 16.6 Governing law. This Agreement is governed by the laws of Queensland, Australia. Both parties agree to submit to the courts of Queensland (and any courts that can hear appeals from those courts). You waive any argument that those courts are an inconvenient forum.
In this Agreement: “Account Access” means any login, dashboard, portal, analytics view or admin console we provide to you. “Agreement” means these Terms plus the accepted Order Form. “Caller Data” means information collected, generated, recorded, transcribed or summarised through the Services from or about your callers, leads, customers, staff or other contacts. “Confidential Information” means non-public, commercially sensitive information one party gives the other, including scripts, processes, contact lists, pricing and call content, but not information that is public or independently obtained. “Fees” means all pricing and charges set out in the Order Form and any usage/overage, plus applicable taxes. “Force Majeure” means an event outside a party’s reasonable control that stops or delays performance (for example internet carrier outage, cloud provider outage, cyberattack, natural disaster, strike, government restriction, pandemic, etc.). “Order Form” means the quote, proposal, onboarding form, service selection form or similar document (including any attachments or pricing schedule) that describes what Services you are buying. “Services” means the AI-powered virtual assistant, call answering, call recording or transcription where enabled, intake and triage, appointment booking, message handling, lead capture, follow-up messaging, dashboard access, reporting and related support that we make available to you as described in your Order Form. “Start Date” means the date we activate your Services or otherwise confirm acceptance of your Order Form.
