Customer Agreement.

Standard pricing at the date of this version (all amounts in AUD, excluding GST):

The plan, add-ons and prices that apply to you are the ones in Your Order.

Special offers. If Your Order includes a special offer or discount (for example, a reduced monthly fee or a waived Setup Fee), it applies as described in Your Order. Unless Your Order says it is fixed for a set period, we may change or end a discounted monthly rate by giving you at least 30 days written notice, and clause 5.9 applies to that change as if it were a price change.

Auxily will design, build, deploy and operate an AI voice receptionist configured for your business.

The Service may include a dedicated phone number, an AI agent configured using your business information, call handling, message capture, call summaries, call transfers, email notifications, outbound texts (clause 7) and related workflow automation.

Setup is normally targeted for completion within 5 to 7 Business Days after you sign up and give us a complete onboarding brief. This timeframe is an estimate and depends on your responsiveness, third-party systems and the accuracy of the information you supply. It is not a guarantee.

The Service does not provide legal, financial, medical, emergency, safety-critical or regulated professional advice, and must not be held out by you as doing so.

Auxily does not guarantee that the Service will generate leads, bookings, sales, revenue or any particular business outcome. Nothing in this clause limits the consumer guarantees in clause 16.

Before go-live, Auxily will give you a reasonable opportunity to test and review the AI agent. You are responsible for checking that the agent's business information, pricing, service areas, opening hours, call handling instructions, escalation details and transfer numbers are accurate.

The Service is treated as approved for go-live when you confirm approval in writing, use the Service in a live environment, or do not raise material corrections within 5 Business Days after Auxily requests approval in writing.

The Monthly Fee includes reasonable minor updates to the AI agent, including updates to opening hours, contact details, service descriptions, FAQs and similar operational information.

Material changes, new workflows, new integrations, additional agents, additional locations, substantial script changes or rebuilds outside the original scope may be quoted separately and are not included in the Monthly Fee unless agreed in writing.

Setup Fee. The Setup Fee is charged when you sign up. Once Auxily has begun configuring or provisioning the Service, the Setup Fee is non-refundable except under the Setup Guarantee in clause 5.12 or where a refund is required by law, including under the consumer guarantees in the ACL.

Monthly Fee. Your first Monthly Fee (including any add-on) is charged on the Go-Live Date, and then on the same day each month. It covers your dedicated phone number, the operating AI agent, ongoing maintenance and your monthly allowances.

Minutes. Talk-time is measured from when the agent answers a call to when the call ends, is transferred or is disconnected. Unused minutes and texts do not roll over.

Overage. Minutes and texts used above your monthly allowances are billed at the overage rates in Your Order, calculated to the nearest second (minutes) or per text sent, totalled monthly and billed in arrears.

GST. Fees are quoted excluding GST. GST is added at the applicable rate and Auxily will issue tax invoices that comply with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Payment. Fees are charged automatically to the card or payment method you provide at sign-up, and you authorise Auxily and its payment processor (Stripe) to charge the Fees when due. Where Auxily issues an invoice for payment by another method, it is due within 7 days of issue unless the invoice states otherwise.

Late or failed payments. If an amount remains unpaid after its due date, Auxily may charge a late payment administration fee of $25 to cover its reasonable administrative costs, plus interest on the overdue amount at 2 percentage points above the Reserve Bank of Australia cash rate target, calculated daily from the due date until payment.

Suspension for non-payment. If an amount is more than 14 days overdue, Auxily may suspend the Service until the account is brought current, after giving you at least 48 hours written notice. Auxily will restore the Service promptly after payment.

Price changes. Auxily may change the Monthly Fee, add-on fees, overage rates or allowances by giving at least 30 days written notice. A change does not take effect during the notice period and does not apply retrospectively. If you do not accept the change, you may end this Agreement by written notice before the change takes effect, and no early termination charge applies.

Third-party cost increases. The Service relies on third-party providers, including telephony carriers, voice AI platforms, language model providers, hosting, email, SMS and automation platforms. If a third-party provider materially increases costs or imposes new requirements affecting the Service, Auxily may pass on the increased cost by giving at least 30 days written notice. You may end this Agreement before the increase takes effect, and no early termination charge applies.

Disputed charges. If you dispute an amount, you must tell Auxily in writing within 14 days after being charged or invoiced, pay any undisputed portion by the due date, and work with Auxily in good faith to resolve the dispute promptly. Auxily will not suspend the Service for non-payment of an amount genuinely in dispute under this clause.

Setup Guarantee. If your AI receptionist is not handling your calls the way it was set up, and Auxily does not fix the issue within 5 Business Days after you tell us about it in writing, Auxily will refund your Setup Fee. The Setup Guarantee applies only where: (a) you raise the issue in writing within 30 days after the Go-Live Date; (b) your calls were diverted to the Service as agreed during onboarding; (c) you gave Auxily the onboarding information it reasonably asked for and a fair chance to fix the issue; and (d) you end this Agreement at the same time as claiming the refund. The Setup Guarantee does not cover issues caused by inaccurate information you supplied, changes you made to your phone setup, or Callers choosing not to engage with an AI receptionist. This clause is in addition to, and does not limit, your rights under the ACL.

You may change plans or add or remove an add-on by written notice. Changes take effect from the start of the next billing cycle unless otherwise agreed.

A downgrade does not entitle you to a refund of Fees already paid for the current billing cycle, except where a refund is required by law.

Scope. Where your plan or an add-on includes texts, the Service sends texts as configured during onboarding, such as job alerts to you and your staff and, on Front Desk, booking confirmations, callback notifications and similar operational messages to Callers about your business.

Counting. Each text sent to a recipient number counts as one text regardless of length, segment count or delivery outcome. Auxily uses reasonable efforts to keep messages within a single carrier segment.

Spam Act. Texts are subject to the Spam Act and ACMA guidance on commercial electronic messages. Texts sent in direct response to a Caller's enquiry are ordinarily sent with the Caller's consent, express or reasonably inferred from the Caller providing their number for that purpose. You must not instruct Auxily to send marketing messages to any person who has not consented to receive them.

Identification and opt-out. Texts to Callers identify your business and, for any commercial electronic message, include a working opt-out (for example, reply STOP). Auxily maintains a suppression list. You must promptly tell Auxily about any opt-out request you receive directly, and must honour all opt-out requests.

Prohibited content. You must not instruct or configure the Service to send texts that are unsolicited marketing without consent, misleading or deceptive, promote unlawful goods or services, harvest personal information, contain malicious links, or otherwise breach the Spam Act, the ACL, the Privacy Act or any other law. Auxily may refuse or stop sending content it reasonably believes breaches this clause.

Delivery. Text delivery depends on third-party gateways, recipient carriers, handsets and network conditions. Auxily does not guarantee delivery of any specific message.

Fair use. If text usage exceeds three times your monthly text allowance for two consecutive months, Auxily may propose a custom allowance. Auxily may throttle, suspend or limit texts where usage indicates spam, abuse, malfunction or material operational or financial risk, and will tell you as soon as practicable if it does.

If you are happy with the Service, Auxily may ask you for a short written or video testimonial. Giving one is optional. Auxily will only use a testimonial or case study you have approved.

Any referral reward offered by Auxily is subject to the referral terms published by Auxily at the time of the referral.

The plans are designed for typical small and medium business call volumes. If monthly minute usage exceeds three times your included minutes for two consecutive months, Auxily may propose a custom plan.

Fair use is not a hard cap. The Service continues and overage charges apply under clause 5.4 unless the parties agree a custom plan or the Service is suspended or ended under this Agreement.

Auxily may take reasonable, proportionate steps to protect the Service, its systems, third-party accounts, phone numbers and other clients from fraud, spam, abuse, technical faults, denial-of-service activity or usage creating material operational or financial risk, and will tell you as soon as practicable of any step that affects your Service.

You must provide accurate, current and complete business information during onboarding and throughout the term, and must promptly tell Auxily about changes to hours, services, pricing, service areas, emergency procedures, staff contacts, forwarding numbers or other information the AI agent relies on.

You must ensure any forwarding number you give Auxily is monitored, working and able to receive transferred calls.

You remain responsible for your own goods, services, pricing, representations, appointments, workmanship, customer relationships and legal obligations, including any licence or industry-specific obligations that apply to your trade.

You must use the Service in accordance with all applicable Australian laws, including the ACL, the Privacy Act, state and territory surveillance and listening device laws, the Spam Act and telecommunications laws.

You must not use the Service for any unlawful, misleading, fraudulent, harassing, abusive, discriminatory or spam-related purpose, or as an emergency line or for safety-critical communications.

You must not use the Service to collect payment card details, passwords, government identifiers, health information or other sensitive information unless Auxily has agreed in writing and appropriate safeguards are in place.

You must not supply Auxily with information, scripts, offers, pricing, claims or instructions that are false, misleading, unlawful, infringing or likely to cause Auxily to breach any law or third-party terms.

Calls handled by the Service are recorded and transcribed so the Service can operate: recordings and transcripts are used to generate call summaries, give you a record of enquiries, troubleshoot, maintain quality and keep your agent accurate.

Every call answered by the Service opens with a disclosure, in wording controlled by Auxily, that tells the Caller that (a) they are speaking with an AI or virtual assistant acting for your business, and (b) the call is recorded and transcribed. This disclosure is a compliance requirement under state and territory surveillance device laws, which in several jurisdictions (including New South Wales) require the consent of all parties before a private conversation is recorded, and reflects Australian Government guidance on transparency in AI systems. A Caller who continues the call after the disclosure is taken to consent to the recording.

You must not ask Auxily to remove, shorten or obscure the disclosure in clause 11.2, and Auxily will refuse any such request. If a Caller objects to recording, the agent will invite the Caller to contact your business another way.

You must ensure your own privacy policy and collection notices adequately cover the collection of Caller information through the Service, including phone numbers used for texts.

Auxily handles personal information in accordance with its Privacy Policy and the Australian Privacy Principles, which Auxily applies to all personal information it handles whether or not it is required to by the Privacy Act.

Auxily may collect, store, use and disclose Client Data to the extent reasonably necessary to provide, maintain, troubleshoot, secure and improve the Service, and may use reputable third-party providers (telephony, transcription, voice AI, language models, hosting, email, SMS, payments and automation) to do so. Some providers store or process data outside Australia, including in the United States and the European Union, as described in the Privacy Policy.

Auxily does not use Client Data or Caller Data to train third-party foundation AI models, and configures its AI providers so that data submitted through the Service is not used by those providers to train their models. Auxily may use Client Data to configure, test and improve your own agent, and may use de-identified or aggregated information that does not identify you or any individual to improve its systems.

You own Client Data. Auxily owns nothing in Client Data because of this Agreement.

Retention. Call recordings and transcripts are retained for 90 days and may then be deleted or de-identified in the ordinary course, unless a longer period is agreed in writing or reasonably required for backup, security, legal, billing or dispute resolution purposes.

Export. On request made before, or within 14 days after, this Agreement ends, and provided your account is paid up to date, Auxily will provide a reasonable export of available call records.

Security. Auxily will take reasonable technical and organisational steps, consistent with the Privacy Act, to protect Client Data against misuse, interference, loss and unauthorised access, modification or disclosure. No internet-connected system can be guaranteed immune from incidents.

Data breaches. If Auxily becomes aware of a data breach affecting Client Data that is likely to result in serious harm to any individual, Auxily will tell you without undue delay, provide reasonable details and cooperation, and comply with any notification obligations that apply to it under the Privacy Act. You must give Auxily reasonable cooperation where you have your own notification obligations.

Auxily aims to maintain Service availability of 99% measured monthly, excluding scheduled maintenance, issues you cause, third-party outages and events beyond Auxily's reasonable control. This is a target, not a warranty, and does not limit clause 16.

The Service uses artificial intelligence. Despite reasonable care in configuration and maintenance, it may produce errors, omissions, incorrect summaries, misunderstood intent, failed transfers or unexpected outputs. You should review call summaries, monitor performance and promptly tell Auxily about errors or required corrections.

The Service must not be relied on as the sole channel for urgent, emergency, safety-critical, regulated, medical, legal or financial communications unless Auxily has expressly agreed in writing and additional safeguards are in place.

Auxily may perform scheduled or emergency maintenance, will use reasonable efforts to minimise disruption, and will give advance notice where practical.

Auxily retains all intellectual property rights in the Service, including agent configurations, prompts, conversation flows, integrations, templates, workflows, automation logic, documentation, know-how and underlying tools (Auxily IP).

Auxily grants you a non-exclusive, non-transferable licence to use the Service for your internal business purposes while this Agreement continues.

You must not copy, reverse engineer, resell, sublicense, extract or commercially exploit Auxily IP except as expressly permitted by this Agreement.

You grant Auxily a licence to use your business name, logo, brand materials and business information to the extent reasonably necessary to provide the Service and, where you have approved a testimonial or case study, to promote Auxily.

This Agreement starts on the Start Date and continues month to month. There is no lock-in. Either party may end it for convenience by giving 30 days written notice.

Either party may end this Agreement immediately by written notice if the other party materially breaches it and fails to remedy the breach within 14 days after written notice requiring remedy, or becomes insolvent.

Auxily may suspend or end the Service immediately, with written notice given at the time or as soon as practicable afterwards, if you use the Service unlawfully, cause Auxily to breach a law or third-party provider terms, or create a serious and genuine security, legal or financial risk to Auxily or its other clients.

When this Agreement ends, you remain liable for Fees incurred up to the end date. Fees paid in advance for a period after the end date will be refunded on a pro-rata basis where you end the Agreement under clause 5.9, clause 5.10 or clause 15.2, or Auxily ends it under clause 15.1. Fees are otherwise non-refundable except under clause 5.12 or where required by law.

Any dedicated phone number supplied by Auxily is provisioned through Auxily or its providers and remains under Auxily's control during the term. Auxily will provide reasonable help with number porting where technically and commercially available, but does not guarantee porting. Porting may involve third-party requirements, timeframes and fees.

After this Agreement ends and any agreed porting is done, Auxily may decommission or reassign numbers, agents, workflows and account resources associated with you.

Clauses that by their nature should survive the end of this Agreement (including clauses 5, 12, 14, 16, 17 and 18) survive.

Consumer guarantees. You may have rights under the ACL, including guarantees that services will be provided with due care and skill, be fit for any purpose you made known, and be supplied within a reasonable time. Nothing in this Agreement excludes, restricts or modifies any right or remedy you have under the ACL or any other law that cannot lawfully be excluded, restricted or modified.

Where the ACL permits, Auxily's liability for failure to comply with a consumer guarantee in respect of services not of a kind ordinarily acquired for personal, domestic or household use is limited, at Auxily's option, to supplying the services again or paying the cost of having the services supplied again.

Subject to clauses 16.1, 16.2 and 16.5, Auxily's total aggregate liability under or in connection with this Agreement is limited to the total Fees you paid in the 3 months before the event giving rise to the liability.

Subject to clause 16.5, neither party is liable to the other for indirect or consequential loss, loss of profits, revenue, opportunity, goodwill or data, whether in contract, tort, statute or otherwise.

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or any liability that cannot be excluded or limited by law.

You indemnify Auxily against loss, claims, liabilities, fines and reasonable costs to the extent arising from: (a) false, misleading or unlawful information, scripts, offers or instructions you supplied; (b) your breach of the Privacy Act, the Spam Act, the ACL, surveillance device laws or industry-specific laws; (c) claims by your customers about your goods, services, pricing, appointments or workmanship; or (d) your misuse of the Service. Your liability under this indemnity is reduced proportionately to the extent that an act or omission of Auxily caused or contributed to the loss.

Each party must take reasonable steps to mitigate loss it suffers in connection with this Agreement.

Each party must keep the other party's confidential information (including business information, customer information, pricing, prompts, scripts and commercial terms) confidential, and may use or disclose it only to perform this Agreement, with consent, to professional advisers or service providers who need to know, or where required by law.

These obligations do not apply to information that is public other than through breach, already lawfully known, independently developed, or lawfully received from a third party without restriction.

Governing law. This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth courts able to hear appeals from them.

Notices. Notices must be sent by email to hello@auxily.ai for Auxily and to the email address you gave at sign-up (or a later address you notify) for you. A notice is taken to be received on the next Business Day after sending, unless the sender receives an automated delivery failure.

Dispute resolution. Before starting court proceedings, a party must notify the other of the dispute and the parties must try in good faith to resolve it within 14 days. This does not prevent urgent injunctive relief.

Assignment. You must not assign this Agreement without Auxily's prior written consent, which must not be unreasonably withheld. Auxily may assign or novate this Agreement as part of a business sale or restructure (including to a company Auxily incorporates), provided the assignee takes on Auxily's obligations and you are not materially prejudiced. Auxily will tell you in writing if this happens.

Subcontractors. Auxily may use contractors and third-party providers to perform the Service and remains responsible for its obligations under this Agreement.

Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including carrier or platform failures, cyber incidents, natural disasters, industrial action or government action. If a force majeure event prevents the Service operating for more than 14 consecutive days, either party may end this Agreement on written notice and Auxily will refund Fees paid for the affected period on a pro-rata basis.

Updates to these terms. Auxily may publish a new version of this Agreement. Auxily will give you at least 30 days written notice before a new version applies to you. If the change is materially adverse to you, you may end this Agreement by written notice before it takes effect, and no early termination charge applies. Changes under clause 5.9 or 5.10, and operational updates that do not reduce the Service or increase the Fees, may be made as those clauses allow. Otherwise, this Agreement may only be varied in writing agreed by both parties.

Entire agreement. This Agreement and Your Order form the entire agreement and supersede prior discussions, but nothing in this clause excludes liability for misleading or deceptive conduct under the ACL.

Severability. Any invalid or unenforceable provision is severed to the extent necessary and the rest continues in force.

Electronic acceptance. This Agreement may be accepted electronically, including by ticking a box at checkout. Electronic acceptance has the same effect as a signature.