Reps AI — Terms of Use

These Terms of Use ("Terms") govern access to and use of the Reps AI products, services and websites (collectively, the "Services") provided by Reps AI Pty Ltd (ABN [●]) ("Reps AI", "we", "us", "our"). By (a) clicking to accept, (b) executing an order, or (c) using the Services, you agree to these Terms on behalf of yourself and/or the organisation you represent ("Customer"). If you accept on behalf of an organisation, you warrant you have authority to bind that organisation.

1. Definitions

Authorised User:

an individual the Customer permits to access the Services.

Order Form:

the online checkout, order, or other document specifying your plan, pricing, and Subscription Term.

Subscription Term:

the period during which the Services are made available under an Order Form.

Customer Data:

data, files, recordings, prompts, and other content submitted to or through the Services by Customer or its Users.

AI Output:

content generated by the Services in response to Customer prompts or data.

Documentation:

usage guides and policies we publish for the Services.

Laws:

all applicable laws, including the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law, "ACL") and the Privacy Act 1988 (Cth) (including the Notifiable Data Breaches scheme).

2. Eligibility and Accounts

You must be at least 18 and able to form a binding contract. Account holders must provide accurate registration information and keep credentials confidential. You are responsible for activity under your account.

3. Provision of Services

3.1 Access

During the Subscription Term and subject to these Terms and the Order Form, we grant Customer a non-exclusive, non-transferable right to access and use the Services for Customer's internal business purposes.

3.2 Support & Availability

We provide commercially reasonable support. Unless an SLA is agreed in an Order Form, uptime and response targets are not guaranteed.

3.3 Changes

We may improve, modify, or discontinue features, provided such changes do not materially reduce core functionality during a paid Subscription Term.

4. Customer Responsibilities

4.1 Compliance & Use

Customer and Users will use the Services per the Documentation and Laws and will not:

• reverse engineer, decompile, or attempt to access source code;
• circumvent usage limits;
• use the Services to build a competing product;
• introduce malware or disrupt operation; or
• use the Services for unlawful, harmful, or deceptive activities.

4.2 Consent for Recordings & Monitoring

If Customer uploads or connects call recordings, transcripts, or similar content, Customer is solely responsible for obtaining all required notices and consents from participants under applicable law.

4.3 Third-Party Services

Integrations and third-party services are optional and subject to the third party's terms. We are not responsible for third-party acts or omissions.

5. AI Output & Data Use

5.1 Ownership of Customer Data

As between the parties, Customer owns Customer Data. Customer grants Reps AI a licence to process Customer Data to provide, secure, maintain, and improve the Services (including quality, safety, and relevance).

5.2 AI Output

Subject to these Terms and applicable law, and to the extent permitted by third-party rights, we assign to Customer our rights (if any) in AI Output generated for Customer; we may retain copies for safety, compliance, and service improvement. Customer is responsible for reviewing and validating AI Output before relying on it.

5.3 Restrictions

Do not input special-category or sensitive personal information unless you have lawful grounds and necessary consents. You must not use AI Output for medical, legal, or other regulated advice without appropriate professional oversight.

5.4 Feedback

You may provide suggestions; we may use them without restriction or obligation.

6. Privacy, Security & Data Governance

6.1 Privacy

We handle personal information in accordance with our Privacy Policy (available on our website) and the Privacy Act 1988 (Cth) and Australian Privacy Principles (APPs), including obligations for overseas disclosures (APP 8) where applicable.

6.2 Security

We implement reasonable technical and organisational measures designed to protect Customer Data.

6.3 Notifiable Data Breaches (NDB)

If we become aware of an eligible data breach under the NDB scheme involving personal information we hold, we will assess and, where required, notify affected individuals and the OAIC in accordance with the scheme.

6.4 Data Processing Addendum

If a data processing addendum (DPA) is required (e.g., for overseas processing or additional commitments), it will form part of the parties' agreement and prevail over conflicting privacy terms.

7. Plans, Fees, Taxes and Trials

7.1 Fees

Fees are set out in the Order Form or checkout. Fees are payable in advance and non-refundable except as expressly stated in these Terms, the Order Form, or required by the ACL.

7.2 Taxes

Fees are exclusive of GST and other taxes; Customer is responsible for applicable taxes.

7.3 Auto-Renewal

Subscriptions renew for successive periods unless cancelled per the Order Form or your account settings.

7.4 Trials & Betas

Trial or beta features are provided "as is", may be changed or withdrawn at any time, and may be subject to additional terms.

8. Suspension and Termination

8.1 Suspension

We may suspend access immediately for: (a) security risk; (b) suspected unlawful activity or material breach; or (c) non-payment.

8.2 Termination

Either party may terminate for material breach not remedied within 30 days of notice. Customer may terminate for convenience per the Order Form; fees already paid are non-refundable except where required by the ACL.

8.3 Effect

Upon termination, access ceases and we will delete or return Customer Data per our data retention policy and applicable law. Sections intended to survive (including 5, 6, 10–15) will survive.

9. Intellectual Property

The Services (including the Reps AI engine, models, software, and Documentation) are owned by Reps AI and its licensors and are protected by IP laws. Except for the access expressly granted, no rights are granted by implication.

10. Disclaimers

To the fullest extent permitted by law, the Services and AI Output are provided "as is" and "as available". We do not guarantee that the Services will be error-free or uninterrupted, or that AI Output will be accurate, complete, or fit for a particular purpose. Nothing in these Terms excludes, restricts or modifies any consumer guarantees, rights or remedies you may have under the ACL that cannot be excluded, restricted or modified.

11. Limitation of Liability

11.1 Cap

To the extent permitted by law, our aggregate liability arising out of or related to these Terms is limited to the greater of (a) the amounts paid by Customer for the Services in the 12 months before the event giving rise to liability; or (b) AUD $1,000.

11.2 Exclusions

To the extent permitted by law, neither party is liable for indirect or consequential loss (including loss of profits, revenue, or data).

11.3 ACL carve-out

Where the ACL applies and liability for breach of a non-excludable guarantee can be limited, our liability is limited (at our option) to resupplying the Services or paying the cost of having them resupplied.

12. Indemnities

12.1 Customer Indemnity

Customer will indemnify and hold us harmless from claims, damages and costs arising from: (a) Customer Data (including recordings) or AI Output use; (b) use of the Services in breach of Laws or these Terms; or (c) a dispute between Customer and any third party (including users or call participants).

12.2 IP Indemnity by Reps AI

We will defend Customer against third-party claims that the Services, as provided, infringe a third-party IP right, and pay resulting damages finally awarded, provided Customer promptly notifies us and cooperates. We may modify the Services to avoid infringement or terminate and refund prepaid, unused fees for the affected Services. This section states our entire liability for IP infringement.

13. Publicity

We may use Customer's name and logo to identify Customer as a user of the Services, unless Customer opts out by notice.

14. Compliance Matters

14.1 Anti-Bribery and Sanctions

Each party will comply with applicable anti-bribery, anti-corruption, and sanctions laws.

14.2 Export Controls

Customer will not use or export the Services in violation of applicable export laws.

14.3 Unfair Contract Terms

We aim for fair standard-form contracts. To the extent these Terms are a standard-form small business contract, any unfair term is void and penalties may apply for proposing or relying on unfair terms under the post-9 Nov 2023 reforms.

15. Government & High-Risk Use

The Services are not designed for high-risk environments where failure could lead to death or personal injury. Government use is subject to these commercial terms.

16. Confidentiality

Each party must protect the other's non-public information with reasonable care and use it only to perform under these Terms.

17. Notices

Notices must be in writing and sent by email to the addresses on the Order Form or your account, and are deemed given when sent (unless an automated failure notice is received). Legal notices to Reps AI: legal@dothereps.ai.

18. Order of Precedence

If there is a conflict, the following order applies: (1) Order Form; (2) DPA (if any); (3) these Terms; (4) Documentation.

19. Assignment

Neither party may assign without the other's consent, except either party may assign to an affiliate or in connection with a merger, sale or reorganisation upon notice.

20. Force Majeure

Neither party is liable for delay or failure due to events beyond reasonable control (e.g., internet failures, power outages, natural events, labour disputes).

21. Changes to Terms

We may update these Terms. Material changes will be notified via the Services or email and take effect on the stated effective date. Continued use after the effective date constitutes acceptance.

22. Governing Law & Venue

These Terms are governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Queensland and courts entitled to hear appeals therefrom.

23. Entire Agreement; Severability; Waiver

These Terms (together with any Order Form and DPA) are the entire agreement regarding the Services. If any provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing.