Terms of Service

1. About these terms and how they work

1.1 These Terms of Service (the “Terms”) are a contract between you (the business that subscribes to the Service) and Hello Harper. By creating an account, clicking “I agree” (or similar), completing a sign-up SMS or payment link, or using the Service, you agree to these Terms.

1.2 Accepting on behalf of a business. If you accept these Terms on behalf of a business or other organisation, you confirm that you have authority to bind that organisation, and “you” and “Customer” mean that organisation. The individual who completes sign-up is the “signing individual”.

1.3 These Terms are the single agreement for the Service. The data-handling, AI/recording/messaging and acceptable-use rules that were previously separate documents are now part of these Terms — Data Processing, Sub-processors and Security (Section 20), AI Disclosure, Recording and Messaging (Section 21), and Acceptable use (Section 7). Together with the Order or plan details you select at sign-up (price, plan and any free trial), these Terms are the “Agreement”. Our Privacy Policy explains how we handle personal information; it is provided for information and is not itself part of the Agreement — your binding data-handling protections are in these Terms (Section 20).

1.3A Supplementary Terms for specific features. (a) We may make optional or additional features, integrations or modules available from time to time. Where a feature has its own terms (“Supplementary Terms”), we will make them available to you before you activate or first use that feature, and they form part of the Agreement for that feature only.

(b) Supplementary Terms apply only to the feature they cover. They cannot reduce, exclude or modify your rights under Section 13 (Australian Consumer Law), the liability framework (Sections 12 and 15) or the data-protection rules (Section 20), broaden our rights to use Customer Data or Caller Data beyond Section 10.4, create or enlarge any indemnity or liability beyond Sections 12 and 15, or modify any right that cannot be excluded by law. To the extent of any inconsistency, these Terms, Section 13 and Section 20 prevail over Supplementary Terms, and Supplementary Terms never override the commercial fields of your Order.

(c) Free, no-new-risk features. For a feature that is free and optional and imposes no new Fee and no new obligation, cost or risk on you, you accept its Supplementary Terms by switching the feature on (a logged activation step) after they are made available; mere appearance or incidental use of a feature is not acceptance, and you can stop at any time by disabling it.

(d) Terms that add cost or risk need active acceptance. Supplementary Terms that introduce or alter a Fee or usage charge, an indemnity, a liability allocation or cap, an intellectual-property or licence grant, a new use of your data, or a dispute or jurisdiction term, or that impose any other obligation or risk allocation detrimental to you, take effect only if a person with authority to bind you (Section 1.6) affirmatively accepts them (for example, by clicking “I agree”) after they are shown. Continued use of the rest of the Service is not acceptance of those terms, and we take reasonable steps to keep a record of who accepted.

(e) Declining a feature’s Supplementary Terms, or not using the feature, does not affect the rest of the Service. We may change a feature’s Supplementary Terms on the notice-and-exit basis in Section 19.1; for a paid feature, a materially detrimental change engages the Section 6.6 remedy at feature level (reject, or terminate that feature for a pro-rata refund of Fees pre-paid for its unused period), and we will not change a paid feature’s core commercial terms to your detriment during your current paid term without your agreement.

1.4 Order of precedence. If there is an inconsistency between the documents in the Agreement, and reading them down only so far as needed to resolve it, the following order applies (higher prevails): (1) these Terms; and (2) the Order, for the Order-specific commercial fields it completes (plan, price, included usage, Subscription Term, trial and the like); and (3) any Supplementary Terms for a specific feature (Section 1.3A), which rank below these Terms and below the Order’s commercial fields and never override Section 13 or Section 20 — except that:

(a) Section 20 (Data Processing, Sub-processors and Security) prevails over the rest of these Terms to the extent of any inconsistency for matters about handling Caller Data; and

(b)nothing in any document overrides Section 13 (Australian Consumer Law), which prevails over every other provision of the Agreement.

1.5 Plain-English summaries. We may publish short summaries or FAQs alongside these Terms to help explain them. Those summaries are for convenience only and are not part of the Agreement; the wording of the Agreement governs.

1.6 Authority to sign up and activate. At or before activation of the Service — including where sign-up is completed through an SMS link or a payment link following a call from us — the signing individual must confirm that they are authorised to enter into the Agreement and to bind the Customer. By completing sign-up or activating the Service, the signing individual warrants that they are an owner, director, officer, partner, authorised employee or authorised agent of the Customer, with authority to bind the Customer to the Agreement (consistent with Sections 1.2 and 4.1).

(a) Evidence and suspension. We may, at any time, ask the signing individual or the Customer to provide reasonable evidence of that authority. If authority cannot be reasonably verified, or evidence we reasonably request is not provided within a reasonable time, we may suspend or decline activation, or cancel the Agreement and refund any Fees paid for the period after cancellation.

(b) Personal liability for signing without authority. To the extent permitted by law, a signing individual who accepts the Agreement when they knew or ought reasonably to have known they lacked the authority warranted in this Section is personally liable to us for the obligations they purported to accept on the Customer’s behalf, and indemnifies us against loss arising from the lack of authority. This personal liability is subject to the cap in Section 15.3, except where the lack of authority was fraudulent or deliberate. This Section does not apply to the extent the signing individual is, or is already liable as, the Customer, and does not limit any rights against the Customer where the Customer is in fact bound.

(c) Sign-up record trail (outbound sign-up). Where sign-up follows an outbound call from us, we will take reasonable steps to create and retain a record of the sign-up, which may include the call recording, the date and time, the authority confirmation, an Order summary, the payment authorisation, and the Customer’s acceptance of the sign-up SMS. We keep these records for as long as reasonably necessary for the purposes described in the Privacy Policy and to meet our legal obligations.

(d) Business contract — unsolicited-consumer-agreement rules do not apply. The Service is supplied for business use only (clause 4.1) and is a “business contract” under regulation 81 of the Competition and Consumer Regulations 2010 (Cth) — a supply of services not of a kind ordinarily acquired for personal, domestic or household use. Accordingly, an Order for the Service is not an unsolicited consumer agreement, and the unsolicited-consumer-agreement cooling-off and no-supply / no-payment-during-cooling-off requirements do not apply — including where sign-up follows an outbound call from us and is paid annually in advance (see the Order, Section 9). The Customer’s business-use acknowledgement is given by its acceptance of the Agreement (clause 4.1). If, exceptionally, a person is genuinely acquiring the Service for personal, domestic or household use (outside our target market), we will handle that sign-up appropriately, including complying with any unsolicited-consumer-agreement requirements (disclosure, documentation, cooling-off, payment restrictions and termination rights) that then apply. This carve-out is only from the unsolicited-consumer-agreement rules and does not affect the ACL consumer guarantees, the unfair-contract-terms regime, misleading-conduct rules, or the telemarketing / Spam Act / Do Not Call duties (where applicable).

2. Definitions

In the Agreement:

• “Service” (or “AI Receptionist”) means Hello Harper’s subscription platform of AI-powered business tools. At launch it is the AI voice receptionist, which answers your inbound calls, greets Callers, handles routine enquiries, takes messages and details, sends SMS, and gives quotes using only the pricing and other information you provide or configure (it does not invent prices), and — where you connect your Google Calendar — checks availability and books appointments on your behalf (see Section 3.6). At launch the Service does not run your own outbound calling or SMS campaigns (see Sections 3 and 8.3). The Service includes any related software, websites, APIs and documentation we make available, and any further tools or integrations we add over time.
• “Caller” means any person who calls, messages or otherwise interacts with the Service through your account.
• “Caller Data” means personal information about your Callers that the Service collects or processes on your behalf, including call audio, transcripts, phone numbers, SMS content and derived data.
• “Caller Data Breach” has the meaning given in Section 20 (in general, a breach of security affecting Caller Data).
• “Customer Data” means data and content you provide or configure (including Customer Materials), and Caller Data. It does not include the Service itself or anything in Section 11 (our IP).
• “Customer Materials” means the scripts, prompts, system instructions, greetings, business rules, pricing information, configurations, data, content and other materials you provide, upload, input or configure in or for the Service.
• “Order” means the plan details, pricing and other terms you select or agree at sign-up (or in a later order or upgrade we accept), including the plan, included usage, Fees, any setup fee, any free trial, and any service level we expressly agree in writing.
• “Fees” means the recurring subscription fees, any usage-based charges, any Overage Charges, any setup fee, and all other amounts payable for the Service under your Order. Unless stated otherwise, Fees are exclusive of GST and other applicable taxes, which are dealt with in Section 5.1.
• “Subscription Term” means the initial subscription term you select in your Order, together with each renewal term that follows under Section 5.6, until the Agreement ends. For a month-to-month (monthly) plan the Subscription Term is a rolling one-month term; for an annual prepaid plan it is a 12-month prepaid term.
• “Authorised User” means an individual you permit to access or use the Service through your account (including your personnel and agents). You are responsible for each Authorised User’s use of the Service.
• “Administrator” means an Authorised User you designate to manage your account, configuration, users and settings. Acts of an Administrator are treated as your acts.
• “Support Data” means information you or an Authorised User provide to us, or that we collect, in connection with support, diagnostics, troubleshooting, or fraud and abuse prevention (which may include limited Caller Data where necessary to provide support).
• “Usage Data” means data about the operation and use of the Service — for example, call minutes, SMS volumes, feature usage, performance and event logs — used to operate, secure, bill and improve the Service.
• “Carrier Services” means the telephony and SMS carriage, numbers, routing and related services provided by third-party carriers that are used to carry your calls and messages.
• “Third-Party Services” means products, services, networks, integrations or content provided by a third party (including Carrier Services, AI models, speech-to-text and text-to-speech engines, payment processing, analytics, and the Google Calendar integration) that the Service uses or that you connect.
• “Supplementary Terms” means terms that apply to a specific optional or additional feature, integration or module, made available to you before you activate or use that feature, as described in Section 1.3A.
• “Connected Service” means a third-party product, service or account you choose to connect to the Service (for example a calendar, CRM, messaging, email or accounting service), as described in Section 3.7.
• “High-Risk Use” means any use of the Service in or for a context where an error, delay, mishearing, misrouting, unavailability or other failure could lead to death, personal injury, serious harm, or significant impact on a person’s legal or material rights or interests — for example emergency, crisis, clinical or safety-critical services, or making or implying credit, employment, insurance, housing, health, legal, eligibility or other decisions that significantly affect a person.
• “Emergency Use” means use of the Service as, or as a substitute for, an emergency, crisis, life-safety or urgent-response service, or to receive, triage or dispatch emergency or distress calls.
• “Sensitive Data” means sensitive information as defined in the Privacy Act 1988 (Cth) (for example, health, biometric, racial or ethnic origin, sexual orientation, criminal record, and similar categories of personal information).
• “Overage Charges” means usage-based charges that apply when your use exceeds the usage included in your plan (for example, additional call minutes or SMS), as described in Section 5 and your Order.
• “Excluded Services” means features, integrations or use cases that are not included in the Service at launch or in your plan, that are labelled as future, optional, beta or separately priced, or that we have not made available to you (for example, your own outbound calling or SMS campaigns).
• “Beta Features” means features labelled “beta”, “preview”, “trial”, “early access” or similar.
• Words like “including” mean “including without limitation”. Headings are for convenience only.

3. The Service

3.1 What the Service does. The Service is an AI-powered system, intended to operate on a continuous basis (subject to Section 14.3), that answers calls to a number you connect, handles routine (level-one) enquiries, can send SMS, and can take the actions you configure. It uses automated speech and language technology. It is not a human, and it is not a substitute for professional, emergency, legal, medical, financial or safety-critical advice or services.

3.2AI outputs may be wrong. Because the Service is automated, its responses, transcriptions, captured requests and other outputs may be inaccurate, incomplete or unsuitable. You are responsible for reviewing and verifying outputs and for any decision or action you (or your Callers) take based on them. This Section operates subject to Section 13 (Australian Consumer Law).

3.2A No binding commitments by the Service. Unless expressly enabled in an Order, the Service is not authorised to, and you must not configure or hold it out as able to, on your behalf: bind the Customer, accept orders, conclude or vary contracts, vary prices, give discounts, accept or give refunds, settle disputes or complaints, make admissions, or give legal, medical, financial, safety-critical or other professional advice. Booking an appointment in your connected calendar (Section 3.6), where you enable it, is permitted and books a time slot only — it is not an authority to bind you to a contract, a price or any other commitment. Any quote, message, booking request, summary, classification or other output is provided for the Customer’s review and action only, and a quote is informational only unless you separately confirm it. Customer Materials (including scripts, business rules and pricing information) are your responsibility (Section 7.3). Any default prompts or templates we supply are general starting points only and must be reviewed and adapted by you. This Section operates subject to Section 13.

3.3 Emergencies and safety-critical use. The Service must not be used for Emergency Use or High-Risk Use, and must not be used as, or relied on as, an emergency call service. It cannot dispatch emergency services and may not be available at all times.

(a) You must not connect to the Service any number or use case used for emergencies, crisis or distress services, clinical triage, urgent repairs or other time-critical or safety-critical services, unless we have approved that use in writing.

(b) You must make your own arrangements for emergencies, tell your Callers how to reach emergency services, and configure fallback call forwarding to your own number (or another arrangement you control) for when the Service is unavailable (see Section 14.3).

(c) Where we reasonably believe a connected number or use case is an Emergency Use or High-Risk Use that we have not approved, we may suspend or limit the affected use under Section 17, including immediately where there is a serious or urgent risk.

3.4 Changes to the Service. We may update, improve or change features of the Service from time to time. We will not make a change that materially reduces the core functionality of a plan you are paying for during your current Subscription Term without giving you reasonable notice and, where the change is materially detrimental to you, a right to cancel under Section 6.6. We may add, remove or change non-core features from time to time; where such a change is materially detrimental to a feature you are actively using, we will give reasonable notice and the cancellation right in Section 6.6 applies. A change required by law, for security, to prevent or address platform abuse, or required by an upstream provider or carrier where no commercially reasonable workaround exists, may take effect immediately on such notice as is reasonable in the circumstances. A change made by a Third-Party Service is not a breach of the Agreement by us if we use reasonable efforts to maintain materially similar functionality or to provide a reasonable alternative.

3.5 Beta Features. We may offer Beta Features. These are provided “as is”, may be changed or withdrawn at any time, and are excluded from any express service levels or availability commitments, and are provided subject to Section 13 (which preserves your non-excludable Australian Consumer Law rights). Nothing in this Section limits a guarantee that cannot be excluded.

3.6 Bookings (Google Calendar integration). Where you connect your Google Calendar, the Service can check your availability and create, change or cancel appointments in that calendar on your behalf, and tell the Caller the appointment is booked. The following apply:

(a) You connect and control the calendar. Booking works only on a Google Calendar you choose to connect, using access you grant through Google sign-in, which you can withdraw at any time in your Google account or in the Service. You are responsible for connecting the right calendar and for having the right to use it.

(b) The Service books against what your calendar shows. The Service determines availability and books, changes or cancels slots based on the information in your connected calendar and the rules you configure (such as your hours, appointment types and buffers). It is your responsibility to keep your calendar, availability and booking rules accurate and up to date. To the maximum extent permitted by law and subject to Section 13, we are not responsible for a booking that is wrong, missed, double-booked or unavailable because your calendar, availability or rules were inaccurate, out of date, or were changed outside the Service, or because of a Third-Party Service failure (including Google’s).

(c) A booked slot is not a binding contract. Booking a time slot is a scheduling action only. It does not bind you to supply, conclude or vary any contract, guarantee a price, or make any other commitment on your behalf (Section 3.2A); honouring a booked appointment is up to you.

(d) AI outputs may be wrong. As with all outputs (Section 3.2), a booking the Service makes may be inaccurate or mistimed; you are responsible for reviewing your calendar and managing your appointments, and you can disable booking or disconnect your calendar at any time.

The Google Calendar integration is a Third-Party Service (Section 3.4): we are not responsible for Google’s availability or for changes Google makes to its service, and your use of Google is also subject to Google’s own terms.

3.7 Integrations and Connected Accounts. (a) The Service may let you connect third-party products, services or accounts (each a “Connected Service” — for example a calendar, CRM, messaging, email or accounting service). Connecting a Connected Service is your choice.

(b) You authorise the connection using credentials or access you grant (and can withdraw) through the third party, and you are responsible for having the right to connect it and to allow the Service to access the data and perform the actions you enable.

(c) Each Connected Service is provided by the third party, not by us, and your use of it is also governed by that third party’s own terms and privacy practices. To the maximum extent permitted by law, subject to Section 13 and to our obligation in Section 3.4 to use reasonable efforts to maintain materially similar functionality or provide a reasonable alternative, we are not responsible for a Connected Service itself — its availability, performance, security, changes, or the accuracy of the data it supplies — or for the third party’s acts or omissions.

(d) Nothing in this Section limits our responsibility (subject to Section 13) for our own part of an integration — the way the Service itself is built and operated to connect to, read from or write to a Connected Service — or excludes any guarantee that cannot be excluded under the Australian Consumer Law.

(e) We may add, change, suspend or remove an integration. Where we do so by our own decision, Section 3.4 and the cancellation/refund right in Section 6.6 apply. Where access is lost solely because of a genuine uncontrollable outage or withdrawal by the third party, Section 19.11 (force majeure) applies; but in either case, if the Connected Service was material to the plan you bought and we cannot provide a reasonable equivalent, you may terminate the affected feature and receive a pro-rata refund of Fees pre-paid for its unused period.

(f) Where the Service handles Caller Data through a Connected Service, Section 20 governs and prevails. Where the Service, on your instruction, writes Caller Data out to a Connected Service that you connect and control, that is a return of that data to you as the controlling business: from the point it is delivered into your connected system you are responsible for it, and the sub-processor protections in Section 20 do not apply to your own connected system. The Google Calendar booking feature (Section 3.6) is an example of a Connected Service, and that Section prevails for it to the extent of any inconsistency.

4. Eligibility and your account

4.1 Eligibility and business-use acknowledgement. The Service is offered to businesses for business use. To subscribe you must be at least 18 years old, be able to enter a binding contract, and use the Service for genuine business purposes. The Service is not intended for personal, domestic or household use. By entering into the Agreement (including by clicking “I agree” or otherwise accepting under clause 1.1), you acknowledge, represent and warrant that you are acquiring the Service for business use only — for your business, and not for personal, domestic or household use — and that the phone number you connect to the Service is a business number. This business-use acknowledgement is given by your acceptance of the Agreement; no separate confirmation step is required. (This does not affect any rights you may have under the Australian Consumer Law — see Section 13.)

4.2 Sanctions and export control. You warrant that you, your Authorised Users, and your beneficial owners are not subject to, and you will not use the Service in breach of, applicable sanctions, export-control or trade-restriction laws, and that you are not located in, or acting for a person in, a country or for a purpose those laws prohibit. We may suspend or terminate under Section 17 if this ceases to be true.

4.3 Right to decline high-risk or restricted use. We may decline to provide, or may discontinue providing, the Service for any use case, industry or configuration we reasonably consider to be a High-Risk Use, an Emergency Use, an unapproved Sensitive Data use (Section 8.4), or otherwise unsuitable for the Service or likely to breach the Agreement, an upstream provider’s terms, or the law.

4.4 Account details. You must give accurate account and billing information and keep it up to date, including a valid phone number and email address for notices, and accurate emergency/fallback contact and routing details (Section 3.3(b)).

4.5 Authorised Users and Administrators. You are responsible for all activity that occurs under your account, including the acts and omissions of your Authorised Users and Administrators, and for your configuration of the Service. You must ensure your Authorised Users comply with the Agreement.

4.6 Account security. You are responsible for activity that occurs under your account and for keeping login credentials secure. Tell us promptly at support@helloharper.com.au if you suspect any unauthorised access. We are not responsible for loss arising from your failure to keep credentials secure, to the extent permitted by law.

4.7 Connecting your number. You are responsible for any phone number, SMS sender details or third-party accounts you connect to the Service, and for having the right to use them.

5. Subscription, Fees and billing

5.1 Fees. You agree to pay the Fees for your chosen plan as set out in your Order. Unless stated otherwise, Fees are in Australian dollars. Where Fees are quoted exclusive of GST, the applicable GST and any other applicable taxes will be added and shown before you confirm your Order; where a single total price is displayed, it includes GST.

5.2 Usage-based charges, Overage Charges and fair use. In addition to the recurring subscription Fee, your Order may include usage-based charges, which you agree to pay. These may include charges for: call minutes and SMS beyond any included allowance; Carrier Services pass-through charges; premium, special-service or international numbers and traffic; recording storage; and transcription.

(a) Overage at stated rates. Where your use exceeds the usage included in your plan, Overage Charges apply at the rates set out in your Order (or, for third-party pass-through charges, at the carrier’s or provider’s rate as passed through transparently). We do not set Overage rates at our discretion outside the rates published in your Order.

(b) Fair-use thresholds are objective. Where usage is described as “unlimited” or “included”, a fair-use policy applies. Fair use is measured against objective criteria stated in your Order or plan documentation (for example, a stated monthly cap on call minutes or SMS, a maximum concurrent-call number, or a defined multiple of the average usage for your plan tier). We will not treat your use as exceeding fair use, or as triggering throttling or a new Overage Charge, except by reference to those stated criteria.

(c) Prior notice and a chance to stop or cancel before any new discretionary charge or throttling. Before we first apply a discretionary Overage Charge, a fair-use throttle or a rate-limit to your account (other than the Overage rates already stated in your Order and third-party pass-through charges that are outside our control), we will give you reasonable prior notice stating which threshold has been or is about to be exceeded, the rate or limit that would apply, and the date from which it would apply. You may then reduce your usage, change plan, or cancel under Section 6 before that charge or throttle takes effect, in which case it will not apply to you for the period before the change or cancellation takes effect. This paragraph (c) does not apply to the Overage rates already set out in your Order, which apply as stated, or to third-party pass-through charges outside our control (for which we will give such notice as is reasonable in the circumstances).

(d) Usage information. We will make usage information available to you so you can monitor your usage against the included allowance and the fair-use criteria.

5.3 Billing through our payment provider. We use a third-party payment provider, to process payments and manage subscriptions. By subscribing, you authorise us (through the payment provider) to charge your nominated payment method for the Fees and any usage-based charges and Overage Charges, on the billing cycle shown in your Order, until you cancel. Your use of the payment provider is also subject to the payment provider’s own terms. The payment provider processes your billing data only (not Caller Data) under its own terms, which involves overseas processing; we do not store your full card details.

5.4 Recurring charges and authority. You authorise recurring charges for each billing period in advance (and usage-based charges and Overage Charges in arrears or as stated in your Order), including on each renewal under Section 5.6, until the Agreement ends. It is your responsibility to keep a valid payment method on file.

5.5 Failed or late payment; chargebacks; no set-off.

(a) If a payment fails or is overdue, we may retry the charge, ask you to update your payment method, and (after giving you notice and a reasonable chance to fix it) suspend or limit the Service under Section 17 until payment is made. We may charge reasonable costs of recovering overdue amounts, to the extent permitted by law.

(b) If you initiate a chargeback or your payment is reversed or disputed with the payment provider, or we reasonably suspect fraudulent payment, we may suspend or limit the Service under Section 17 pending resolution.

(c) You must pay all amounts in full without set-off, deduction or withholding, except to the extent set-off cannot lawfully be excluded.

5.6 Auto-renewal — stated plainly.Your subscription renews automatically at the end of each Subscription Term for a further period of the same length, at the then-current Fees, unless you cancel before the renewal date under Section 6. For annual (12-month) prepaid plans, we will maintain reasonable processes to remind you, by email to the address on your account, before each renewal; for month-to-month plans (which you may cancel at any time, effective at the end of the current paid month) we do not send a separate reminder before each monthly renewal. Any reminder we send will state the renewal date, the Fees that will apply, and how to cancel.

5.7 Price changes — with notice and an exit right. We may change the Fees (including usage and Overage rates) from time to time. We will give you at least 30 days’ notice before a price change takes effect. A price change will not apply to the current Subscription Term you have already paid for; it takes effect from your next renewal. If you do not agree to the new Fees, you may cancel under Section 6 before the change takes effect, and the change will not apply to you (your subscription will simply end at the close of your current paid period). Third-party pass-through charges (for example, Carrier Services) that are outside our control may change on shorter notice; we will pass them through transparently.

5.8 Plan changes. You may ask to change plans. Unless we agree otherwise, an upgrade takes effect immediately (with the Fee difference charged on a pro-rata basis for the current period), and a downgrade takes effect at the start of your next Subscription Term. A downgrade may reduce features or usage allowances.

5.9 Billing disputes. If you believe you have been billed incorrectly, you must tell us within 30 days of the invoice or charge so we can investigate; we will work with you in good faith to resolve it. This does not limit your rights under the Australian Consumer Law (Section 13), and you must pay undisputed amounts when due.

6. Cancellation, refunds and trials

6.1 How to cancel. You may cancel your subscription at any time by contacting us at support@helloharper.com.au. We aim to make cancelling straightforward and no harder than signing up.

6.2 When cancellation takes effect. Cancellation takes effect at the end of your current paid Subscription Term, which depends on your plan (as set out in your Order):

(a) Month-to-month (monthly) plans are a rolling one-month term. You may cancel at any time, and cancellation takes effect at the end of the current paid month. Your subscription will not renew for the following month.

(b) Annual prepaid (12-month) plans are a 12-month prepaid term. You may cancel at any time, and cancellation takes effect at the end of the current paid 12-month term. Your subscription will not renew for the following 12-month term.

In each case you keep access to the Service until the end of the current paid period, your subscription will not renew after that, and Fees already paid are non-refundable except as set out in this Section 6 or required by law (including Section 13).

6.3 No refunds for partial periods. Except as set out in this Section 6 or required by law (including Section 13), Fees already paid are non-refundable and we do not provide pro-rata refunds for the unused part of a Subscription Term. This does not limit your rights under the Australian Consumer Law.

6.4 Money-back window. If you are a new Customer and you are not satisfied, you may request a refund of your first subscription payment within 14 days of your first paid Order by contacting us at support@helloharper.com.au. This goodwill window is in addition to, and does not limit, your rights under the Australian Consumer Law. The following conditions apply to this goodwill window (they do not apply to, and do not limit, your Australian Consumer Law rights):

(a)it is available once only per Customer, and only once across any related entities, the same ABN, and the same payment method or business;

(b)it covers the first recurring subscription Fee only, and excludes any setup fee, usage-based charges and Overage Charges, Carrier Services and other third-party pass-through charges, and any amounts relating to your breach or misuse;

(c)any refund is made to the original payment method; and

(d)we may decline or withdraw the goodwill window where we reasonably suspect abuse, duplicate accounts, or other misuse.

6.5 Free trials. If we offer a free trial, the trial runs for the stated period. Unless you cancel before the trial ends, your subscription will start automatically and we will begin charging the Fees. We will tell you, at sign-up, when the trial ends and what you will be charged. Before a free trial converts to a paid subscription we will send you the reminder described in Section 5.6 (stating the conversion date, the Fees and how to cancel). You may cancel during the trial at any time at no cost. We may withhold, withdraw or refuse a free trial, or end it early, where we reasonably suspect abuse, duplicate accounts or suspicious activity.

6.6 Cancellation because of a change we make. If we make a change under Section 3.4 or 5.7, or a change to these Terms under Section 19.1, that is materially detrimental to you, you may cancel by notifying us before the change takes effect, and we will refund any Fees you have pre-paid for the period after your subscription ends. In addition, where such a materially detrimental change (other than a price change under Section 5.7, which is always deferred to your next renewal) would otherwise take effect during an annual prepaid term, you may instead either: (a) reject the change, in which case it will not apply to you until your next renewal; or (b) terminate the affected part of the Service immediately and receive a pro-rata refund of the recurring subscription Fees you have pre-paid for the unused period of that affected Service (excluding usage-based and Overage Charges already incurred and any one-off setup fee). This overrides Sections 6.2(b) and 6.3 for that change. This does not apply to a change required by law, for security, to prevent or address platform abuse, or required by an upstream provider or carrier where no commercially reasonable workaround exists, which may take effect on reasonable notice.

6.7 Australian Consumer Law remedies preserved. Nothing in this Section 6 limits any refund or other remedy you are entitled to under the Australian Consumer Law where there is a major failure with the Service or it is not of acceptable quality. See Section 13.

7. Acceptable use

Most acceptable-use rules already live in this Section 7 (prohibited uses, high-risk/emergency restrictions, recording/consent, enforcement and immediate block) and in Sections 8 (recording, consent and messaging) and 17 (suspension). This Section folds the former Acceptable Use Policy into the Terms. The sub-sections below carry over the parts of the former Acceptable Use Policy that were NOT already stated here. Where this Section conflicts with Section 13 (Australian Consumer Law), Section 13 prevails (Section 1.4(b)); nothing here excludes, restricts or modifies any guarantee, right or remedy you have under a law that cannot lawfully be excluded.

7.1 Comply with the law and these Terms. You must use the Service in accordance with these Terms and all laws that apply to you and your Callers. You are responsible for all activity under your account (including by your Authorised Users, Administrators, agents and anyone you allow to configure or use the Service) and for the Service as you configure it. Your Callers are not bound by these acceptable-use rules; ensuring the Service is not misused through your account is your responsibility.

7.2 Prohibited uses. You must not, and must not allow anyone else to, use the Service to:

(a)break any law, or to help anyone else do so;

(b)record, monitor or intercept any call or communication without the notices and consents required by law (including applicable State and Territory surveillance-devices and listening-devices laws, the Telecommunications (Interception and Access) Act 1979 (Cth), and the Privacy Act 1988 (Cth)) — see Section 8;

(c)conduct telemarketing, send commercial electronic messages, or make outbound calls or SMS in breach of the Do Not Call Register Act 2006 (Cth), the Spam Act 2003 (Cth), or the Telecommunications (SMS Sender ID Register) Industry Standard 2025 — see Sections 7.5 and 8;

(d)engage in fraud, scams, phishing, or deceptive or misleading conduct (including conduct contrary to the Scams Prevention Framework in Part IVF of the Competition and Consumer Act 2010 (Cth), where it applies);

(e)configure the Service to impersonate a real, named person, or to hide, disguise or misrepresent that a Caller is dealing with an automated AI system, in breach of Section 8 (presenting your own business name and a non-deceptive AI persona is permitted; passing the AI off as a specific real person, or denying it is an AI, is not);

(f)harass, threaten, defame or harm any person, or create, send or transmit unlawful, obscene, hateful, discriminatory, exploitative or infringing content;

(g)collect, use or disclose any person’s personal information (including Sensitive Data) without the consents and notices required by law;

(h)infringe anyone’s intellectual property or other rights;

(i)introduce malware, attempt to gain unauthorised access to, probe, interfere with, overload, or disrupt the Service, anyone else’s use of it, or its security; or

(j)copy, resell, sublicense, reverse engineer, scrape or build a competing product from the Service, or benchmark, conduct competitive analysis of, or publish performance testing of the Service, without our prior written consent, except to the extent the law says this cannot be prevented.

7.2A High-risk AI, traffic and prompt abuse. Without limiting Section 7.2, you must not use the Service for a High-Risk Use or Emergency Use except as approved in writing (Section 3.3), and you must not:

(a)use the Service for robocalling, lead-generation fraud or “lead laundering”, number harvesting, caller harassment, excessive call retries or redials, spam, spoofing, or caller-ID or sender-ID manipulation; or

(b)attempt to override, jailbreak, prompt-inject, disable, suppress or circumvent the AI disclosure, the recording notice, the recording-objection workflow, any unsubscribe or do-not-contact handling, or any refusal, safety, content-filter, rate-limit or compliance control built into the Service — whether by your scripts, prompts, system instructions, configuration or integrations. Configuring the Service to ignore a Caller’s recording objection, or to behave in any of these ways, is a serious breach.

7.3 Your content and configuration (Customer Materials). You are responsible for how you set up and operate the Service and for all Customer Materials (scripts, prompts, business rules, pricing information, personas, integrations and actions you configure). You must ensure they comply with these Terms and the law, are not deceptive or misleading, do not infringe anyone’s rights, and do not cause the Service to behave in a way that would breach this Section. You must not configure scripts that tell a Caller a booking is confirmed when it has not actually been booked in your connected calendar, that an order is accepted, or that a price is guaranteed when it is not (Section 3.6). You warrant you have the rights needed for your Customer Materials.

7.4 Restricted, high-risk and sensitive uses (prior written approval). In addition to the Emergency/High-Risk restrictions in Section 3.3 and the Sensitive Data gate in Section 8.4, the following require our prior written approval, and we may decline, restrict or require additional terms on reasonable grounds (including legal, fraud, carrier or regulatory risk):

(a)connecting the Service to, or using it for, any line Callers may reasonably rely on for emergency, crisis, suicide-prevention or mental-health support; clinical triage or urgent medical/veterinary advice; or urgent utility, gas, electrical, water, fire, security-alarm or other repairs where delay could affect safety. Whether or not we approve, you must configure a fallback for when the Service is unavailable and tell your Callers how to reach emergency services (000) and any relevant crisis service. The Service does not detect, and you must not rely on it to detect, emergencies, distress, vulnerability, self-harm risk or fraud;

(b)services directed at, or whose Callers are predominantly, minors, and any deployment where Callers are likely to include vulnerable persons (for example aged care, disability, family or domestic violence, child protection, counselling, financial-hardship or crisis contexts). Where Callers may be vulnerable you must configure appropriate human-escalation pathways and must not configure the Service to exploit or pressure a person’s vulnerability; and

(c)higher-risk industries and use cases, including high-volume lead-generation or telemarketing operations, debt collection, gambling/wagering/lotteries, adult services, cryptocurrency or high-risk/“get-rich-quick” investment promotions, payday or high-cost lending, multi-level marketing, political or electoral calling, and any use likely to generate a high rate of complaints, fraud reports or carrier warnings.

The Service is a level-one receptionist. Any quote, message, summary or other output is informational and for your review and action only; it does not bind you and is not regulated advice or a decision of any kind unless you separately confirm it (Section 3.2A). A booking the Service makes in your connected calendar is a scheduling action only and is not a binding commitment (Sections 3.2A and 3.6).

7.5 Commercial SMS and outbound conduct. At launch the Service is an inbound receptionist and you cannot run your own outbound campaigns (an Excluded Service — Section 8.3). The Service does, however, send SMS at launch (for example quotes, follow-ups and sign-up messages). To the extent any SMS sent through your account is a commercial electronic message under the Spam Act 2003 (Cth), the following apply now:

(a) Consent. You must hold the consent the Spam Act requires (express or, where genuinely available, inferred) before the message is sent, and you bear the burden of proving it;

(b) Sender identification. Every message must clearly and accurately identify you (or the business it is sent for), with accurate, current contact details that stay functional for at least the period the Spam Act requires after sending;

(c) Working unsubscribe, honoured. Every message must contain a clear, functional, low-cost (or no-cost) unsubscribe facility that does not require the recipient to log in or give unnecessary information. You must action unsubscribe and do-not-contact requests within the time the Spam Act requires; and

(d) Indefinite suppression. Once a person opts out (by an SMS unsubscribe or by asking not to be contacted), that suppression is indefinite: you must add them to your do-not-contact / suppression list, keep that list indefinitely, and not re-contact them without fresh consent.

If we later make customer-run outbound calling or SMS available to you and you use it, the further obligations in Section 8.3 (Do Not Call Register washing, branded sender-ID registration, calling-hours and telemarketing-conduct rules) also apply. The detailed timing figures sit in Section 21 so they can be kept current.

7.6 Our technical controls — a safeguard, not a compliance service. We do not rely on your promises alone. To protect Callers, other customers, carriers, upstream providers, us and the Service, and to manage our own regulatory exposure (which we may carry where we are the technical sender or the traffic uses a Hello Harper-registered sender ID or carrier arrangement, to the extent those laws apply to us — this does not make us a carrier), we may block, suppress, throttle, quarantine, disable or refuse to transmit any call, number, caller ID, sender ID, script, prompt, persona, Customer Material, integration, call flow, or (if customer-run outbound is ever enabled) any campaign or traffic, that breaches, or we reasonably believe breaches or is likely to breach, these Terms or the law, or that lacks required consent, washing, sender identification or a functional unsubscribe, suppresses an AI or recording disclosure or objection workflow, or generates a high rate of complaints, fraud reports or carrier warnings. We may require compliance evidence before transmitting, restoring or lifting a restriction, and may maintain our own suppression list and decline to contact suppressed numbers regardless of your instructions. These controls are a safeguard only — not a compliance service, an endorsement, or a guarantee that your activity is lawful; transmission of a call or message does not mean it complies with the law, and you remain fully responsible for the lawfulness of your activity. We may act under this Section and Section 17 to suspend, limit or block; where we have blocked, suspended or refused to transmit in error, without reasonable grounds, or through our own act or omission, the credit/refund arrangements in Section 17.2B apply. To the maximum extent permitted by law and subject to Section 13, we are not liable for blocking, suppressing, throttling or refusing to transmit where we act reasonably and in good faith — but this does not exclude our liability for our own error, negligence, service failure, bad-faith or wrongful blocking, or any non-excludable ACL right.

7.7 Compliance evidence and records. You must keep records reasonably sufficient to demonstrate the notices, consents, authorisations and lawful bases for your use of the Service (including for call recording, transcription, AI disclosure, SMS, telemarketing and any Sensitive Data handling), and provide them to us on reasonable request where needed for compliance, an investigation, a dispute, or a carrier or regulator inquiry (operating with Section 8.6). The Service logs delivery of the in-call disclosure and any Caller objection, and we may rely on those logs as evidence of delivery.

7.8 Enforcement. If we reasonably believe you have breached this Section, we may investigate (and you must reasonably cooperate) and take action proportionate to the issue under Section 17 — including applying the controls in Section 7.6, limiting/suspending the Service or particular features, reverting to a safe fallback mode, removing offending content or configuration, or terminating. Where practical and lawful we will give you notice and a chance to fix the problem first; we may act immediately where there is a serious or urgent risk (for example unlawful use, fraud or a scam, a security threat, a breach of the direct-marketing or surveillance laws, a high complaint or fraud rate, a carrier or regulator direction, or a risk of harm), telling you as soon as reasonably practicable. A decision not to enforce on one occasion is not a waiver (Section 19.9). Nothing in this Section requires us to monitor the Service, and nothing limits any person’s right to complain to a regulator (including ACMA, the OAIC or the ACCC) or to pursue a non-excludable remedy.

7.9 Reporting abuse. If you become aware of any actual or suspected misuse of the Service (including unlawful, fraudulent, harassing or infringing use, a security issue, or unwanted calls or messages sent through it), report it to support@helloharper.com.au with enough detail for us to investigate. This is in addition to your duty to notify us of a breach affecting Caller Data under Section 9.2 and Section 20.

8. Your responsibilities for recording, consent and messaging

This Section reflects that, for the AI Receptionist, you are the business with the primary relationship to your own Callers. We process Caller Data on your behalf and on your instructions, as set out in Section 20. The detailed rules are in Section 21; where Section 21 deals more specifically with its subject matter (AI disclosure, recording, caller consent and objection, outbound calling, SMS and messaging), it governs to the extent of any inconsistency with this Section. This Section sets out the core obligations.

8.1 You are primarily responsible for Caller Data. As between you and us, you decide why and how Caller Data is processed through your account, and you are the party with the primary relationship to your Callers. We act as your service provider and process Caller Data only on your documented instructions, as described in Section 20 and the configuration choices you make.

8.2 Recording and AI-disclosure notices, and consent mode. As between you and us, you are responsible for ensuring your use of the Service is lawful in relation to your Callers — including giving any notice, and obtaining any consent, the law requires for the way you configure and use it — including that:

(a)the call may be recorded and transcribed, and the recording, transcript and derived data may be used by Hello Harper to operate, improve, train and analyse its AI and voice systems (see Section 10);

(b)the Caller is interacting with an automated AI system;

(c)the Service is designed to let a Caller decline to be recorded, and you must configure how it responds to an objection (stop recording, transfer, or end the call) as required by the recording-objection clause of Section 21 (currently Section 21 Part B) and must not configure it so an objection is ignored; giving the recording notice does not by itself satisfy the all-party-consent requirement that applies in some States; and

(d)any use, disclosure or sharing by you (or at your direction) of a recording, transcript or derived data is lawful and within the scope of the notices and consents you have obtained (see the using-or-sharing-a-recording clause of Section 21, currently Section 21 Part B).

Default recording-consent mode. Unless you select, and warrant to us that it is lawful for your use, a specific recording-consent mode in your configuration, the Service applies the baseline national notice-and-objection mode by default (as described in Section 21, currently Section 21 Part B) — giving an up-front recording-and-AI disclosure on every call path and handling any Caller objection. This baseline is a conservative national default across the differing State and Territory rules; it is not presented as the strictest possible standard, and it does not guarantee compliance with every additional requirement that may apply to your particular use. Selecting a different mode is your decision and your warranty of lawfulness; choosing the baseline default does not transfer your compliance responsibility to us.

Disclosure delivery and objection logging; no disabling. The Service is designed to give an in-call disclosure that it is an AI system, that the call is recorded, and that the recording may be used to handle the call and to improve, train and analyse Hello Harper’s AI and voice systems, at the start of each call, before any substantive discussion, with a way for a Caller to object, and to log the delivery of that disclosure and any Caller objection and the response. You must not disable, suppress or override these disclosures or the caller consent/objection workflow. You are responsible for telling your Callers, in your own notices, that their calls are recorded and may be used for training and analytics — Hello Harper’s in-call disclosure supports this but does not replace your own notice. You acknowledge that Hello Harper also collects and uses Callers’ personal information under Hello Harper’s own caller notice and Privacy Policy (not under this Agreement), and you will not configure the Service to prevent the disclosure/objection workflow operating as designed. We are responsible for the in-call AI and recording disclosures built into the Service, for how the Service itself behaves, for the security of the platform, and for our own compliance obligations as your service provider. You remain responsible for ensuring your overall use complies with the law in each State or Territory in which your Callers are located, including the applicable surveillance-devices and listening-devices laws and the federal Telecommunications (Interception and Access) Act 1979 (Cth).

8.3 Outbound calling and messaging. At launch the Service is an inbound AI voice receptionist; using the Service to run your own outbound calling or SMS campaigns is an Excluded Service / not a launch feature. If we make outbound calling or messaging available to you in future and you use it, then for that use you warrant that you will comply with, and are responsible for:

(a) Do Not Call Register Act 2006 (Cth) — not contacting numbers on the Do Not Call Register, and taking reasonable steps to wash the calling list against the Do Not Call Register, consistent with the Do Not Call Register regime;

(b) Spam Act 2003 (Cth) — having the required consent, identifying yourself as the sender, and including a working, low-cost unsubscribe facility that is honoured promptly; and

(c) Telecommunications (SMS Sender ID Register) Industry Standard 2025 — registering any sender IDs you use as and when required.

The detailed figures (including the DNCR washing window, the unsubscribe-action timeframe and any Sender ID registration deadline), the caller-identification and calling-hours rules, and the technical controls we may apply, sit in Section 21 and Section 7 so they can be kept current. We may refuse to transmit outbound campaigns until compliance evidence is supplied, and may maintain our own suppression list and override your instructions, as set out in Section 7.6 and Section 21.

8.4 Sensitive Data — approval required. Call audio and transcripts may include Sensitive Data. You must not configure the Service to deliberately collect Sensitive Data (including health, biometric, children’s, financial-hardship, legal-matter, crisis or other high-risk information) from Callers, and must not deploy the Service in a health, counselling, aged-care, legal, financial-hardship, child or crisis-services context, unless we have approved that use in writing and any additional terms we require are in place. Where Sensitive Data is collected (whether by approved configuration or volunteered by a Caller), you are responsible for meeting the higher consent requirements that apply to you in relation to your Callers.

Our own obligations are not transferred. Your responsibility for notices and consents in this Section and in Section 8.2 does not transfer to you, remove, or reduce, our own obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles where we collect, hold, use, disclose or secure call data (including Sensitive Data) — for example, our obligations under APP 3 (which contains special rules limiting the collection of sensitive information, generally requiring consent), APP 6, APP 8, APP 11 and the other APPs that apply to us. To the extent we are an APP entity in our own right in relation to call data we handle, we remain responsible for our own compliance, and nothing in this Section 8 shifts that responsibility onto you. The split of responsibility between us is dealt with in Section 20.

We may decline or suspend an unapproved Sensitive Data use under Sections 4.3 and 17.

8.5 Your indemnity for these matters. You indemnify us for claims and losses arising from your breach of this Section 8, on the basis set out in Section 12 (including the deliberate/reckless uncapped carve-out in Section 12.5 and the fault-linked, proportionate treatment of ordinary breaches in Sections 12.3 and 12.4).

8.6 Verification and records. You must keep records sufficient to demonstrate that the caller notice the Service supplies, and any consents your Callers are owed, were given, and provide them to us on reasonable request. You acknowledge that the Service logs delivery of the in-call disclosure and any Caller objection, and that we may rely on those logs as evidence of delivery. On reasonable notice and no more than once a year (or where we reasonably suspect non-compliance, or a regulator requires it), we may audit your configuration and records relevant to the caller notices, consents and the matters in Sections 7 and 8, at our cost (or your cost if material non-compliance is found).

9. Data — privacy and protection

9.1 Privacy Policy and data processing. Our handling of personal information is described in our Privacy Policy. Where we process Caller Data on your behalf in connection with the AI Receptionist, Section 20 (Data Processing, Sub-processors and Security) applies and sets out each party’s roles and obligations.

9.2 Your privacy obligations. You must comply with all privacy and data-protection laws that apply to you, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles where they apply, and you must have all rights, notices and consents needed for us to process Caller Data as contemplated by the Agreement. You must also notify us promptly of any actual or suspected breach affecting Caller Data that arises on your side or from your configuration or systems.

9.3 Where Caller Data is processed.Primary processing of Caller Data takes place in Australia. Hello Harper self-hosts the speech-to-text engine and the text-to-speech engine on its own AWS infrastructure in the Sydney region, and runs the AI language model on AWS Bedrock in the Sydney region (a managed AWS service), so the core processing of call audio, transcripts and derived data happens onshore in Australia.

Honest catch-all — we do not warrant onshore-only. We do not warrant that all processing or transmission of Caller Data occurs only in Australia. Some limited processing or transmission may occur overseas — in particular through our telephony and SMS carrier, and incidental routing, and product analytics. Separately, our payments provider processes your billing data only (not Caller Data) under its own terms, which may involve overseas processing. We take the reasonable steps required by APP 8.1 before disclosing personal information overseas, and, in general, under section 16C of the Privacy Act 1988 (Cth), we remain accountable for the handling of personal information by overseas recipients to whom we disclose it, subject to the limited exceptions in the Act. Our approach to overseas disclosure, the providers and countries involved, and the steps we take are described in the Privacy Policy and Section 20.

9.4 Security. We take steps that are reasonable in the circumstances to protect Customer Data and Caller Data. These may include measures such as encryption, access controls, and hosting within the AWS Sydney region. No system is completely secure, and we do not guarantee that the Service or any data will be free from loss, unauthorised access or other security event. This Section operates subject to Section 13.

9.5 Data on exit. On request made within a reasonable period after the Agreement ends, we will make available for export, or delete, Customer Data we hold, except where we are required or permitted by law to retain it, or where it has been de-identified or aggregated. We keep Customer Data and Caller Data only for as long as reasonably necessary for the purposes described in the Privacy Policy and Section 20 — including operating and securing the Service and developing and training our models — or to meet our legal obligations; when we no longer need data in identifiable form we take reasonable steps to de-identify it (after which we may keep and use it indefinitely) or securely destroy it. Return/deletion on exit for Caller Data is governed by Section 20.

10. Ownership of data, and our right to process and improve

10.1 Your data is yours. As between you and us, you own (or retain your existing rights in) your Customer Data, including Caller Data and Customer Materials. We do not claim ownership of it.

10.2 Licence to us. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, transcribe, analyse and use Customer Data and Caller Data to: (a) provide, operate, support and secure the Service (including for security, fraud prevention and abuse detection); (b) meet our legal obligations; and (c) develop, improve, test and train our AI and voice models, products and services, in each case in accordance with the Privacy Policy, Section 20 and Section 10.4. This licence lasts for the Subscription Term and any further period reasonably needed to give effect to Sections 9.5 and 17, after which it ends, except for (i) Improvement Data (de-identified or aggregated data), which survives without restriction, and (ii) any data we are required or permitted by law to retain.

10.3AI processing. You acknowledge that operating the Service involves automated processing of call audio, transcripts and derived data using speech and language technologies and AI models. Primary processing of this data is in Australia: the speech-to-text engine and the text-to-speech engine are self-hosted by Hello Harper on its own AWS infrastructure in the Sydney region, and the AI language model runs on AWS Bedrock in the Sydney region (a managed AWS service). As described in Section 9.3, we do not warrant onshore-only processing — some limited processing or transmission (in particular carrier and incidental routing and analytics steps) may occur overseas.

10.4 Using data to improve, develop and train our models. We may use Customer Data and Caller Data to operate, support, secure and improve the Service and to develop, train, fine-tune and evaluate our AI and voice models and other products and services, in accordance with the Privacy Policy, Section 20 and applicable law. These uses are for the purposes for which the information was collected and for directly related purposes you would reasonably expect — operating, securing and improving the Service, and developing our AI and voice technology — consistent with the Australian Privacy Principles (in particular APP 6) and the Privacy Policy, and are limited to those purposes; we do not use Customer Data or Caller Data for unrelated purposes.

(a) De-identified data — unrestricted. We may de-identify Customer Data and Caller Data. Once genuinely de-identified or aggregated so that it is no longer personal information (“Improvement Data”), it is not Customer Data, and we may use and retain it indefinitely, including to train, fine-tune and develop our models, without restriction (including after termination), provided it remains non-personal. We treat data as de-identified only while the risk of re-identification in the setting where it is used stays very low, and we review that over time; if we cannot keep the risk that low, we treat the data as personal information under this Agreement rather than as de-identified.

(b) Identifiable data — on notice, with an objection path. Our main approach is to de-identify data before using it for model development. Where we use data that still identifies an individual to train, analyse or develop our models, we rely on the in-call recording-and-use disclosure (Sections 8.1–8.2), the Customer’s own notice to its Callers, and a path for a Caller to object (after which we exclude, de-identify or delete their data going forward). An objection or withdrawal operates prospectively only: we stop using the relevant identifiable data to train our models from then on, but are not required to delete, unwind or retrain any model already developed, to the extent permitted by law. As between you and us, you must tell your Callers that their calls are recorded and may be used for training and analytics, and must not disable or interfere with the disclosure/objection workflow the Service supplies (Sections 8.1–8.2 and 8.6); you warrant you hold the rights and consents needed for your use of the Service and for us to process Caller Data as described (Section 12.1(b)).

(c) Voice. We do not use voice characteristics to create a voiceprint or to identify a person across calls (Section 10.5).

We do not sell Customer Data or Caller Data, and do not disclose it to data brokers, advertisers or unrelated third parties for their own purposes. We use Customer Data and Caller Data for our own business purposes — operating, securing and improving the Service, business analytics, and developing and training our AI and voice models — and not for any unrelated commercial purpose; this does not prevent the disclosures expressly permitted by this Agreement (to sub-processors and the carrier under Section 20.6, on a business sale or novation under Section 19.2, and where the law requires or authorises). We do not use Customer Data or Caller Data to build advertising profiles. Sub-processors are contractually prohibited from training on, or independently using, Customer Data and Caller Data (consistent with the no-sub-processor-training rule in Section 20.6). We will not materially broaden our rights to use Customer Data or Caller Data — for model training, analytics, product development, marketing, disclosure to third parties or unrelated purposes — without your agreement in writing, and any broader use will not apply to data already collected unless that agreement says so and privacy law permits it.

10.5 Voiceprints. Our speech technology transcribes speech and may label which speaker said what within a single call. The Service does not retain or reuse a reusable voiceprint or any cross-call speaker-recognition artefact, does not recognise a person as the same individual across separate calls, and does not use voice characteristics for biometric identification, identity verification or authentication. Any temporary same-call processing used only to tell speakers apart within a single call is not retained or reused. Voiceprints and similar identifiers are sensitive information under the Privacy Act; we will not create, retain or reuse a voiceprint, biometric template or cross-call speaker-recognition identifier unless we have first updated these Terms and the Privacy Policy and obtained express consent from each affected individual before collecting or using that biometric information.

11. Intellectual property

11.1 We own the Service. We (and our licensors) own all intellectual property rights in the Service, including the software, models, technology, documentation, and all updates, modifications and improvements to it. Nothing in the Agreement transfers any of those rights to you.

11.2 Your licence. We grant you a non-exclusive, non-transferable licence to use the Service for your internal business purposes during the Subscription Term, in accordance with the Agreement. This licence ends, or may be suspended, only on termination or suspension of the Agreement under Section 17 (which includes notice and, where applicable, a chance to fix the problem).

11.3 Your Customer Materials. You retain ownership of your Customer Materials and grant us the licence in Section 10.2 to use them to provide the Service. You are responsible for your Customer Materials and warrant they do not infringe any third party’s rights (Section 7.3); your indemnity in Section 12 covers claims arising from your Customer Materials and configuration.

11.4 Restrictions. Except to the extent the law says this cannot be prevented, you must not benchmark, conduct model extraction on, automatically scrape, conduct competitive analysis of, or publicly publish performance testing of the Service without our prior written consent (see Section 7.2(j)).

11.5 Feedback. If you give us feedback, ideas or suggestions about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose, without obligation to you. This does not give us any right to your Customer Data or your confidential business information, which remain governed by Sections 10 and 16. We will not identify you as the source without your consent.

11.6 Improvements belong to us. Any improvement, enhancement or derivative of the Service (including those informed by Improvement Data or Feedback) is owned by us. This does not affect your ownership of your Customer Data under Section 10.1.

11.7 Trained models are ours. All AI models, voice models, model weights, parameters, fine-tunes, embeddings and other artefacts that we train, develop or improve — including any trained or improved using Customer Data, Caller Data, Improvement Data or Feedback — are owned exclusively by us (or our licensors). Neither you nor any Caller acquires any right, title, interest or licence in them, and they are not Customer Data. This does not affect your ownership of your underlying Customer Data under Section 10.1, or any individual’s rights under the Privacy Act 1988 (Cth).

12. Customer obligations and indemnity

12.1 Your warranties. You warrant that:

(a)you will use the Service lawfully and in accordance with the Agreement;

(b)you have all rights, consents and authority needed for your use of the Service and for us to process Customer Data and Caller Data as contemplated by the Agreement (including the improvement, training and analytics described in Section 10), you will tell your Callers that their calls are recorded and may be used for training and analytics, and you will not disable or interfere with the caller notice and objection workflow the Service supplies (Sections 8.2 and 8.6); and that your use of the Service will not give rise to a serious invasion of privacy actionable under the statutory tort for serious invasions of privacy in Schedule 2 to the Privacy Act 1988 (Cth);

(c)your Customer Materials and configuration do not infringe any third party’s rights; and

(d)you will meet your obligations in Sections 7 and 8 (acceptable use; recording, consent and messaging).

12.2 Indemnity. You indemnify us, our related bodies corporate, and our and their respective officers, employees, agents, contractors and sub-processors (each an “Indemnified Party”), against loss, damage, liability, reasonable legal costs and claims by third parties to the extent they arise out of or in connection with:

(a)your use or misuse of the Service;

(b)your breach of the Agreement;

(c)your breach of any law or infringement of any third party’s rights, including the Privacy Act 1988 (Cth), the Do Not Call Register Act 2006 (Cth), the Spam Act 2003 (Cth), the Telecommunications (SMS Sender ID Register) Industry Standard 2025, the Telecommunications (Interception and Access) Act 1979 (Cth), applicable State and Territory surveillance-devices and listening-devices laws, and the statutory tort for serious invasions of privacy in Schedule 2 to the Privacy Act 1988 (Cth);

(d)your fraud, wilful misconduct, deliberate or reckless unlawful outbound calling or SMS campaigns, spoofing or misuse of sender identification, or knowing breach of call-recording, listening-devices or surveillance-devices laws; or

(e)your Customer Materials, or scripts or configurations you use, including misleading booking scripts and your responsibilities for the connected calendar, its accuracy, and honouring bookings (Section 3.6).

Recoverable costs. The loss and costs covered by this indemnity include, to the extent they arise from the matters above and subject to Sections 12.3–12.5: the costs of responding to a regulatory investigation or inquiry; remediation, notification and forensic costs; takedown costs; Carrier Services charges and number-remediation costs; and any fines or penalties to the extent they are recoverable by law.

12.3 Fair and proportionate. This indemnity is limited to loss to the extent it is caused by the matters in Section 12.2, and is reduced to the extent our own breach or negligence contributed to the loss. You are not required to indemnify us for loss caused by our breach of the Agreement or our negligence, or for any amount that cannot lawfully be recovered.

12.4 Cap on the indemnity (ordinary breaches). Except as set out in Section 12.5 and except for liability that cannot be limited by law, your total liability under the indemnity in Section 12.2 for ordinary breaches is subject to the same aggregate cap that applies to us under Section 15.3, calculated on the same basis as Section 15.3 (the greater of the recurring subscription Fees — excluding usage-based charges, Overage Charges, any setup fee and third-party pass-through charges — paid in the 12 months immediately before the event giving rise to the liability, and A$5,000). This makes the parties’ exposure for ordinary faults broadly reciprocal.

12.5 Deliberate, reckless or fault-caused compliance failures are not capped (narrow carve-out). The cap in Section 12.4 (and the cap in Section 15.3) does not apply to loss, damage, liability, reasonable legal costs and claims (including the recoverable costs listed in Section 12.2) arising out of or in connection with the Customer’s deliberate, reckless or clearly fault-caused failure to comply with its obligations relating to: call recording; privacy; surveillance-devices and listening-devices laws and interception law; the Do Not Call Register; the Spam Act; SMS sender identification; Sensitive Data; caller notices, consent and objection handling; or Customer Materials — including the Customer’s: (a) fraud; (b) wilful misconduct; (c) deliberate or reckless unlawful outbound calling or SMS campaigns; (d) spoofing, falsifying or misusing sender identification; (e) knowing breach of call-recording, listening-devices or surveillance-devices laws; or (f) a Caller Data Breach to the extent caused by the Customer’s unlawful instruction, the Customer’s failure to obtain the notices or consents the law requires, or the Customer’s breach of Section 8.

Meaning of “clearly fault-caused”. In this Section, “clearly fault-caused” means conduct that (i) is the Customer’s own act or omission (not Hello Harper’s, and not the act of a third party for whom the Customer is not responsible); (ii) clearly breaches a specific legal obligation or a specific obligation under the Agreement identified in this Section; and (iii) is established on objective evidence to a clear standard (not merely arguable or inferred), where the breach is obvious or grossly negligent rather than a borderline, technical or good-faith compliance question. A genuine, reasonably-held difference of view about an unsettled legal requirement is not “clearly fault-caused”. For the avoidance of doubt, “clearly fault-caused” is narrower than mere negligence and sits alongside “deliberate” and “reckless”; it does not extend the carve-out to ordinary breaches.

Customer Materials limb is narrow. The reference to Customer Materials in this Section 12.5 is limited to loss, claims and costs arising from Customer Materials (or scripts or configurations the Customer uses) that (x) breach a law or infringe a third party’s rights, or (y) give rise to a third-party claim — in each case to the extent caused by the Customer’s deliberate, reckless or clearly fault-caused conduct. It does not bring within the uncapped carve-out any loss arising from Customer Materials that is not so caused (for example, a mere quality, accuracy or performance shortfall in the Customer’s content), which remains capped as an ordinary breach under Sections 12.3 and 12.4.

To that extent your liability under the indemnity in Section 12.2 is uncapped, but only for amounts recoverable by law and except to the extent the loss is caused by Hello Harper’s breach of the Agreement or its negligence. This carve-out is limited to deliberate, reckless or clearly fault-caused conduct and does not change the proportionate, fault-linked treatment of ordinary breaches in Sections 12.3 and 12.4. It is not a blanket uncapped indemnity for every compliance breach.

Conditions for relying on uncapped recovery. We may rely on this uncapped carve-out (and the matching carve-out in Section 15.4) only where: (a) there is objective evidence of the conduct; (b) the loss is caused by that conduct (a causal link between the conduct and the loss); (c) the amount we recover is proportionate to that conduct; and (d) the amount is recoverable by law. We may notify you, with written reasons and the objective evidence, that we consider the uncapped carve-out may apply; but unless you admit the conduct, or it is established by a final determination of a court, tribunal or regulator of competent jurisdiction, or by a binding settlement or enforceable undertaking that resolves the relevant claim, any disputed amount remains subject to the cap pending resolution. To the extent any of these conditions is not met, the relevant liability remains subject to the cap in Section 12.4 and is treated as an ordinary breach under Sections 12.3 and 12.4. If any part of this Section 12.5 is found to be unfair or unenforceable, it is to be read down to the minimum extent necessary and the remainder of Sections 12.4–12.5 continues to apply. This does not limit our right to claim, or your liability, for any amount within the cap.

13. Australian Consumer Law

13.1 Non-excludable guarantees come first. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) (“ACL”). Nothing in the Agreement excludes, restricts or modifies any guarantee, right, warranty or remedy you have under the ACL or any other law where it cannot lawfully be excluded. If any part of the Agreement would do so, it does not apply to that extent. You may be a “consumer” under the ACL — and entitled to these guarantees — even though you acquire the Service for business purposes. This can be so where the amount payable for the Service does not exceed the ACL consumer threshold, or (regardless of price) where the Service is of a kind ordinarily acquired for personal, domestic or household use. Whether you are a consumer depends on how the law applies to you.

13.2 Limiting liability where the law allows. Where the ACL permits a supplier to limit its liability for failing to meet a consumer guarantee (and the supply is not of a kind ordinarily acquired for personal, domestic or household use or consumption), and only to the extent it is fair and reasonable for us to rely on this limitation, our liability for that failure is limited, at our option, to:

(a)for services — re-supplying the services, or paying the cost of having the services re-supplied; and

(b)for goods — replacing or repairing the goods, supplying equivalent goods, or paying the cost of doing so.

13.3 This Section 13 prevails over any other part of the Agreement to the extent of any inconsistency.

14. Warranties and disclaimers

14.1 “As is”. Except for the guarantees that cannot be excluded under the ACL (Section 13) and any express commitments in the Agreement, the Service is provided “as is” and “as available”, and to the maximum extent permitted by law we exclude all other warranties, conditions and representations, whether express, implied or statutory, including any implied warranties or guarantees as to acceptable quality, fitness for a particular or disclosed purpose, accuracy, or non-infringement. (This Section uses Australian Consumer Law concepts of acceptable quality and fitness for purpose; it does not rely on the United States concept of “merchantability”.)

14.2 No guarantee of accuracy or uninterrupted service. To the extent permitted by law and subject to Section 13, we do not warrant that the Service will be error-free or uninterrupted, or that AI-generated outputs — including transcriptions, price quotes, the message and request details it records, and call routing or transfers — will be accurate, complete or correctly understood; the Service may mishear or mis-route a call. We do not warrant that defects will be corrected or that the Service will meet your specific requirements. You remain responsible for reviewing outputs (Sections 3.2 and 3.6).

14.3 No guarantee of availability, third-party services, or detection. Unless we expressly agree a service level in writing in your Order, we do not promise any particular level of availability, and we will use reasonable efforts to keep the Service available. To the extent permitted by law and subject to Section 13, we do not guarantee:

(a)the availability, performance or continuity of Carrier Services, the phone network, SMS or call delivery, any other Third-Party Service (including AI-model availability) or any provider feature; or

(b)that the Service will detect or correctly identify any emergency, distress, vulnerability, fraud, or legal significance in a call.

During an outage, calls may not be answered or actions may not be carried out. You are responsible for arranging how your calls are handled when the Service is unavailable (for example, by configuring fallback forwarding to your own number — Section 3.3(b)).

14.4 This Section operates subject to Section 13.

14.5IP infringement — our options and your sole remedy. If the Service, as provided by us and used in accordance with the Agreement, is alleged or found to infringe a third party’s intellectual property, we may at our option (a) procure the right for you to continue using the affected Service, (b) modify or replace it so it is non-infringing, or (c) terminate the affected Service and refund Fees pre-paid for the period after termination. This is your only remedy for infringement of intellectual property by the Service, except for any remedy you have under Section 13 (which cannot be excluded). This Section 14.5 does not apply to, and we have no liability for, any claim to the extent it arises from: your Customer Data, Customer Materials, prompts or configuration; any Third-Party Service or integration you connect; your use of the Service outside the Agreement; or any modification to the Service not made by us. Our liability under this Section 14.5 is within the general cap in Section 15.3.

15. Limitation of liability

15.1 Subject to the ACL. This Section applies to the maximum extent permitted by law and is subject to Section 13. Nothing in this Section limits liability that cannot be limited by law (including liability under the ACL consumer guarantees, for fraud, or for death or personal injury caused by our negligence).

15.2 No indirect or consequential loss. To the extent permitted by law, neither party is liable to the other for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity, or loss of or damage to data, however arising, even if advised of the possibility.

15.3 Liability cap. To the extent permitted by law, and subject to Section 13 (which preserves your non-excludable Australian Consumer Law rights), each party’s total aggregate liability to the other arising out of or in connection with the Agreement — whether in contract, tort (including negligence), under statute or otherwise — is limited to the greater of: (a) the total recurring subscription Fees (excluding usage-based charges, Overage Charges, any setup fee, and any Carrier Services or other third-party pass-through charges) the Customer paid to us for the Service in the 12 months immediately before the event giving rise to the liability; and (b) A$5,000. This cap is mutual and applies equally to each party. Nothing in this Section limits the non-excludable rights, guarantees or remedies preserved by Section 13, or the carve-outs in Section 15.4.

15.4 Carve-outs from the cap. The cap in Section 15.3 and the exclusion in Section 15.2 do not apply to:

(a)your obligation to pay Fees, usage-based charges, Overage Charges, Carrier Services and other third-party pass-through charges, taxes, and our reasonable costs of recovering overdue amounts and of chargebacks (all of which remain fully recoverable);

(b)a party’s breach of confidentiality (Section 16);

[Note — paragraph (b1) is intentionally not a carve-out from the cap. A party’s breach of its privacy or data-protection obligations, and a Caller Data Breach or other security incident affecting Customer Data or Caller Data, are dealt with in Section 15.4A below: they remain within the cap in Section 15.3, while the non-excludable statutory rights described there are always preserved.]

(c)the Customer’s infringement of our intellectual property (uncapped, to the extent recoverable by law), and our infringement of a third party’s intellectual property by the Service, which is dealt with under Section 14.5 and is within the general cap in Section 15.3;

(d)fraud, or wilful misconduct; or

(e)the Customer’s deliberate, reckless or clearly fault-caused compliance failures described in Sections 12.2(d)–(e) and 12.5 (recording, privacy, surveillance/interception, DNCR, Spam Act, sender identification, Sensitive Data, caller notices/consent and Customer Materials), which are not capped to the extent set out in Section 12.5.

For clarity, your liability under the indemnity in Section 12 remains subject to the cap (Section 12.4) for ordinary faults, except for the deliberate/reckless/fault-caused matters in Section 12.5, which are not capped (only for amounts recoverable by law and except to the extent caused by our breach or negligence); subject to that exception the parties’ exposure is broadly reciprocal. We may rely on carve-out (e) only where the gating conditions in Section 12.5 (objective evidence, causation, proportionality, “recoverable by law” and an established-conduct trigger) are met; to the extent they are not met, the relevant liability remains subject to the cap in Section 15.3 and is treated as an ordinary breach.

15.4A Privacy, data-protection and Caller Data breaches are within the cap. A party’s breach of its privacy or data-protection obligations, and a Caller Data Breach or other security incident affecting Customer Data or Caller Data, are subject to the cap in Section 15.3 (the greater of the Fees paid by the Customer in the 12 months immediately before the event giving rise to the liability and A$5,000) and are not an uncapped carve-out, except that:

(a)nothing in the Agreement limits any liability that cannot lawfully be excluded, restricted or modified — including under the Australian Consumer Law (Section 13), the Privacy Act 1988 (Cth) (including the Australian Privacy Principles and the statutory tort for serious invasions of privacy in Schedule 2 to that Act) and any other statutory privacy rights — and those rights, guarantees and remedies are always preserved and sit outside this cap to the extent the law does not allow them to be capped; and

(b)the Customer’s deliberate, reckless or clearly fault-caused compliance failures (including a Caller Data Breach within Section 12.5(f)) remain governed by Section 12.5 and are not capped to the extent set out there.

Where a Caller Data Breach or other security incident affecting Customer Data or Caller Data is caused by our breach of the Agreement or our negligence, our liability for it (up to the cap) is not reduced or removed by the data-loss exclusion in Section 15.2, so we remain liable for it within the cap. This Section is consistent with Section 20, which caps liability for a Caller Data Breach (Section 20.11), so the precedence of Section 20 for Caller Data matters (Section 1.4(a)) does not create a conflict. This Section does not limit or reduce your non-excludable rights under Section 13.

15.5 Your responsibility. Each party’s liability is reduced to the extent the other party’s act, omission or breach (including, in your case, under Sections 7, 8 and 12) caused or contributed to the loss.

16. Confidentiality

16.1 Each party may receive confidential information of the other. Each party will keep the other’s confidential information confidential, use it only for the purposes of the Agreement, and protect it with reasonable care.

16.2 Confidential information does not include information that is public (other than through a breach), independently developed, or lawfully received from a third party. A party may disclose confidential information where required by law, giving notice where lawful.

16.3 What is confidential. Our confidential information includes the Service, our pricing and non-public technical and security information, security and audit reports and materials, model behaviour, prompts and configurations (other than your Customer Materials), system design, and incident and vulnerability information. Customer Data and Caller Data are also governed by Sections 9, 10 and 20 and the Privacy Policy.

16.4 Incident confidentiality. You must not make any public statement about, and must not (except where required by law) disclose, any security incident, vulnerability or Caller Data Breach involving us, or make any regulator or individual notification naming us, without first consulting us and giving us a reasonable opportunity to comment, except where you are required to act immediately by law or to comply with your own legal obligations. The consult-first obligation in this Section does not delay or prevent any notification, report or complaint you are entitled or required to make to a regulator (including the Office of the Australian Information Commissioner or the ACMA), and nothing in this Section limits a person’s right to complain to, or notify, a regulator. This Section is intended to align with Section 20.9.

16.5 Equitable relief. Each party acknowledges that damages may not be an adequate remedy for breach of this Section and that the other party may seek injunctive or other equitable relief, in addition to any other remedy, without the need to prove special damage.

17. Suspension and termination

17.1 Termination by you. You may cancel under Section 6. You may also terminate the Agreement if we materially breach it and do not fix the breach within 30 days of your written notice.

17.2 Suspension and other protective measures. We may suspend or limit your access to all or part of the Service, or take the measures in Section 17.2A, if:

(a)you fail to pay Fees, usage-based charges or Overage Charges when due (after notice under Section 5.5);

(b)we reasonably believe you are breaching Section 7, 8 or 21, or using the Service for a High-Risk Use, Emergency Use or unapproved Sensitive Data use;

(c)it is necessary to protect the Service, other customers, any person, or to comply with law;

(d)we reasonably suspect fraud, abuse of trials, or a chargeback, reversed or disputed payment (Section 5.5);

(e)there is a high rate of complaints, a carrier warning or carrier action, a regulator inquiry or direction, or a security risk; or

(f)we reasonably believe, on objective grounds, that your use is likely to breach an upstream provider’s or carrier’s terms or to create a material reputational or compliance risk (and not a trivial or merely theoretical one).

Objective and proportionate grounds. Any suspension or limitation under this Section must be based on objective grounds and must be proportionate to the risk or breach it addresses; we will use the least restrictive measure reasonably available to address it (see the granular measures in Section 17.2A). Where practical and lawful, we will give you notice and a chance to fix the issue; for serious or urgent risks we may suspend or act immediately. We will restore access once the cause is resolved to our reasonable satisfaction, and we will not maintain a suspension or limitation for longer than is reasonably necessary to address the cause.

17.2A Granular measures. Instead of, or in addition to, a full suspension, we may take proportionate measures to address a risk or breach, including: throttling or rate-limiting; blocking numbers; disabling SMS, recording, or outbound features; blocking or quarantining particular calls, scripts, prompts, integrations or traffic; or reverting the account to a safe fallback mode.

17.2B Effect of suspension. A suspension or limitation under this Section does not extend the Subscription Term. Where the suspension or limitation was caused by you (for example, your breach of Section 7, 8 or 21, non-payment under Section 5.5, fraud or trial abuse, or an unapproved High-Risk, Emergency or Sensitive Data use), it does not, on its own, entitle you to any credit or refund, except as required by law (including Section 13).

Credit or refund where the suspension was not your fault. Where we suspend or limit the Service and the cause was not caused by you or your breach (for example, where we acted to protect the Service or comply with an upstream provider, carrier or regulator requirement, or out of caution while investigating, and you are subsequently found not to be at fault), we will, for the period your access was materially affected, provide a pro-rata credit or refund of the recurring subscription Fee for that period (at your election where a refund is reasonably practicable). This does not limit your rights under the Australian Consumer Law (Section 13) or any other remedy you may have.

17.3 Termination by us. We may terminate the Agreement: (a) for your material breach not fixed within 30 days of our written notice; (b) immediately, for a serious breach, unlawful use, or where required by law; or (c) at the end of a Subscription Term by giving you at least 30 days’ notice before renewal. If we terminate under (c), we will refund any Fees you have pre-paid for the period after your subscription ends.

17.4 Effect of termination. On termination, your right to use the Service ends and any accrued Fees and charges become payable. Sections that by their nature should survive (including Sections 9–16, this Section 17.4, and Sections 18–19) continue after termination, together with the obligations, warranties and indemnities in Sections 7, 8 and 12 in respect of any act or omission occurring before termination.

17.5 Data on exit. Section 9.5 applies to export and deletion of data after the Agreement ends, and Section 20 governs return and deletion of Caller Data.

18. Disputes and governing law

18.1 Talk to us first. If you have a problem, please contact us at support@helloharper.com.au so we can try to resolve it. Each party agrees to attempt in good faith to resolve any dispute by discussion before starting court proceedings (except where urgent relief is needed).

18.2 Urgent relief. Nothing in Section 18.1 prevents a party from seeking urgent or interlocutory relief from a court — including, in our case, to address payment fraud, misuse of the Service, a security issue, a privacy or data incident, misuse of our intellectual property or confidential information, or a regulatory-compliance risk.

18.3 Governing law. The Agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and the courts that hear appeals from them.

18.4 Consumer rights unaffected. Nothing in this Section limits your right to make a complaint to a regulator (such as the Office of the Australian Information Commissioner or the ACMA) or to pursue any remedy you have under the ACL or other law that cannot be excluded.

19. Changes to these Terms and general provisions

19.1 Changes to these Terms — with notice and an exit right. We may update these Terms from time to time. If a change is material and detrimental to you, we will give you at least 30 days’ notice before it takes effect (by email or in-product notice), and you may cancel under Section 6 before it takes effect; if you do not cancel, the updated Terms apply from the stated date. Minor changes (for example, clarifications or changes required by law) may take effect on notice. We will not change the core commercial terms of your current paid Subscription Term to your detriment without your agreement.

19.2 Assignment and novation. You may not assign or transfer the Agreement without our written consent (not to be unreasonably withheld). We may assign or novate the Agreement to a related entity or to a bona fide purchaser of all or part of our business, on notice to you, provided the incoming party assumes our obligations. A bona fide sale, reorganisation or novation does not of itself give you a right to terminate. However, if the assignment or novation materially reduces your rights or the data-protection commitments that apply to you, you may terminate the affected Service on 30 days’ notice and we will refund any Fees you have pre-paid for the period after termination.

19.3 Subcontractors and sub-processors. We may use subcontractors and third-party service providers (including sub-processors described by category in our Privacy Policy) to help provide the Service. We remain responsible for the Service. Changes to sub-processors are handled under Section 20, including notice and your right to object.

19.4 Sanctions and export control. Each party will comply with applicable sanctions, export-control and trade-restriction laws in connection with the Agreement (see Section 4.2).

19.5 Anti-bribery and corruption. Each party will comply with applicable anti-bribery and anti-corruption laws, and will not offer, give, request or accept any improper payment or benefit in connection with the Agreement.

19.6 Notices. We may give you notices by email to the address on your account or through the Service. You may give us notice at support@helloharper.com.au. Notices are taken to be received when sent, unless the sender knows delivery failed.

19.7 Entire agreement. The Agreement is the entire agreement between the parties about the Service and replaces any earlier representations or agreements, except for any liability that cannot be excluded by law (including under the ACL).

19.8 Severability. If any part of the Agreement is unenforceable, it is read down or severed to the minimum extent necessary, and the rest continues.

19.9 Waiver; no waiver of unpaid amounts. A failure or delay in exercising a right is not a waiver of it. Without limiting this, our acceptance of a late or partial payment, or our delay in enforcing payment, does not waive any unpaid Fees, charges or our right to recover them.

19.10 No partnership. The parties are independent contractors. The Agreement does not create any partnership, agency, employment or joint venture.

19.11 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, except for obligations to pay money. Force majeure events include, without limitation, outages, failures or changes affecting upstream providers, Carrier Services, the phone network or other Third-Party Services. During a force majeure event the affected obligations (other than obligations to pay money) are suspended for its duration, and an interruption caused by a force majeure event is not a change to the Service for the purposes of Section 3.4. If a force majeure event affecting our performance continues for more than 30 days, either party may terminate the affected Service on notice, and we will refund Fees pre-paid for the period after termination. Nothing in this clause relieves us of our obligation to take reasonable steps to protect Customer Data and Caller Data (Section 9.4 and Section 20), of our data-breach notification obligations under Section 20, or of any obligation under the Privacy Act 1988 (Cth). This does not limit your rights under Section 13.

19.12 Force of the ACL. For the avoidance of doubt, Section 13 prevails over every other provision of the Agreement.

20. Data Processing, Sub-processors and Security

This Section sets out how we handle the personal information of your Callers (“Caller Data”) when we run the Service for you. For Caller Data matters this Section prevails over the rest of these Terms to the extent of any inconsistency (Section 1.4(a)). It does not change how we handle our own data as described in the Privacy Policy. The Australian Consumer Law (Section 13) prevails over this Section. Capitalised terms have the meaning given in Section 2.

20.1 Roles. For the AI Receptionist you are the business with the primary relationship to your own Callers and you decide why and how Caller Data is processed. We process Caller Data on your behalf and on your documented instructions, as your service provider. Your configuration and use of the Service, these Terms and any written instruction we accept are your complete documented instructions. Each party complies with the Privacy Act and the Australian Privacy Principles (“APPs”) as they apply to it; nothing here shifts our own APP obligations onto you (Section 8.4). We aim to meet the APP standard, and we do not give up any protection the law allows a small business: unless we are listed on the OAIC opt-in register, nothing in this Agreement or our Privacy Policy is a formal choice to be treated as a covered organisation under section 6EA of the Privacy Act, or a waiver of any exemption, defence or limit otherwise available to us. This concerns our own status under the Privacy Act only; it does not reduce your rights under this Agreement or any non-excludable rights you have under the Australian Consumer Law or the Privacy Act (Section 13).

20.2 Your responsibilities as the controlling business. You warrant you have the authority and have given and kept all rights, notices and consents needed for us to process Caller Data as the Agreement contemplates — including for recording, transcribing and using calls, and including the caller-facing notice that calls are recorded and may be used to train and analyse our AI and voice systems (Sections 8.2 and 10.4). You must keep records sufficient to show those notices and consents and provide them on reasonable request; if you do not, we may suspend the affected part of the Service (Sections 8.6 and 17). You must not configure the Service to deliberately collect Sensitive Data without our written approval (Section 8.4).

20.3 What we use Caller Data for. We process Caller Data only to provide, operate, support, secure and troubleshoot the Service on your instructions, and as required by law. In addition, as part of providing the Service, we may process Caller Data to the extent reasonably necessary for information security and platform integrity, fraud prevention and abuse detection, protecting the rights, property or safety of any person, establishing or defending a legal claim, and meeting our own legal obligations. These permitted uses are limited to what is reasonably necessary and remain subject to this Section. We do not process Caller Data for any unrelated commercial purpose. We do not sell Caller Data, do not disclose it to any third party for that third party’s own purposes (except to sub-processors strictly to provide the Service, and the carrier carve-out in 20.6), and do not use it to build advertising or marketing profiles. We will tell you if, in our reasonable opinion, an instruction is unlawful, technically infeasible or unsafe, and may pause or decline it without liability until you confirm, amend or withdraw it.

20.4 Model training. Our use of Caller Data to develop, train and analyse our AI and voice models is governed by Section 10.4: de-identified or aggregated data is unrestricted, and identifiable data is used on the basis of the in-call recording-and-use disclosure with a caller objection path, supported by your own notice to your Callers. We do not use voice characteristics to create a voiceprint or to identify a person across calls (Section 10.5).

20.5 Security. We take steps that are reasonable in the circumstances to protect Caller Data from misuse, interference, loss and unauthorised access, modification or disclosure, consistent with APP 11 — for example encryption, access controls, personnel confidentiality and need-to-know access, and primarily hosting Caller Data in the AWS Asia Pacific (Sydney) region. This is a general description, not a detailed architecture, a service level or a guarantee that any data will be free from a security event; no system is completely secure. You are responsible for the security of your own systems, credentials, configuration, connected numbers and integrations, and any Caller Data you export from the Service. This Section operates subject to Section 13.

20.6 Sub-processors. You authorise us to engage sub-processors to process Caller Data to provide the Service (for example, the telephony and SMS carrier, infrastructure hosting and product analytics). We maintain a sub-processor list, made available before the Service goes live for you, that names each sub-processor, the country or countries where it processes Caller Data and the data it touches. Before a sub-processor processes Caller Data we put it under written terms that are, in substance, no less protective than this Section and that prohibit it from training its own models on, marketing from, or otherwise commercially exploiting, Caller Data beyond providing its service to us. We remain responsible to you for our sub-processors. Carrier carve-out: the carrier also handles carriage data in its own right under its own terms and the law (network operation and security, fraud prevention, and legal, regulatory and law-enforcement duties such as IPND, emergency-call handling, lawful interception and the scam-call industry code); the training, marketing and other-commercial-use prohibitions do not restrict that, but the carrier remains prohibited from those uses in relation to Caller Data. We give you at least 30 days’ notice before a new sub-processor starts (by updating the list or notifying you); if you do not object within that period you are deemed to approve it. You may object on reasonable, good-faith data-protection grounds, and we will use reasonable efforts to offer an alternative; if we cannot, you may terminate only the affected Order or part of the Service and we refund any pre-paid Fees for the period after termination. That remedy is for the objection process itself and does not limit your rights where we have breached the Agreement or any non-excludable ACL right. We may replace a sub-processor faster where needed for security or continuity, notifying you as soon as reasonably practicable.

20.7 Where Caller Data is processed. Primary processing and storage of Caller Data is in Australia: we self-host the speech-to-text and text-to-speech engines on our own AWS infrastructure and run the AI language model on AWS Bedrock, in the AWS Sydney region. We do not warrant onshore-only processing — some limited processing or transmission may occur overseas, including in the United States, in particular through the telephony and SMS carrier, incidental routing and product analytics, and — where a Customer connects its Google Calendar — through Google’s calendar service (Google LLC, US-based) for the booking feature (this is described further in Sections 9.3 and 3.7). Before Caller Data is processed by an overseas recipient we take the steps reasonable in the circumstances to ensure it does not breach the APPs (other than APP 1), consistent with APP 8.1, and we remain accountable under section 16C of the Privacy Act, subject to the limited statutory exceptions. As the controlling business you are responsible for telling your Callers, where required, that some processing may occur overseas.

20.8 Assisting with Caller requests. As you have the primary relationship with your Callers, you are primarily responsible for responding to your Callers’ access, correction and other privacy requests. If we receive such a request we will direct or forward it to you and not respond on the substance (unless required by law or you instruct us otherwise). We will give you reasonable assistance, within a commercially reasonable time, to locate, access, correct or delete the relevant Caller Data; routine assistance is at no extra charge, but we may charge a reasonable, cost-based fee (after telling you) for requests that are manifestly unfounded, excessive, repetitive or disproportionate.

20.9 Data breach. If we become aware of a breach of security affecting Caller Data we process (a “Caller Data Breach”), we will notify you without undue delay, and in any event within 72 hours of becoming aware, with the information then known (the nature of the breach, likely consequences, steps taken or proposed, and a contact point), updating you as more becomes known. Where we reasonably suspect a serious breach but are not yet certain, we will give you an early-warning notice promptly. As the controlling business you are primarily responsible for any notification to your Callers and the OAIC under the Notifiable Data Breaches scheme; we will give you reasonable assistance, and we will not notify your Callers without your consent unless the law requires it. We may notify in our own right where our own legal obligations require, after consulting you where practicable. You must notify us without undue delay of any breach affecting Caller Data, the Service or your account that arises on your side, and each party will cooperate in good faith to investigate, contain and remediate. Breach information is confidential (Section 16). Where a breach or its response costs are caused by your breach, unlawful instruction or failure to obtain required notices or consents, we may recover our reasonable response costs from you, subject to Sections 12 and 15. A notification is not an admission of fault.

20.10 Return and deletion on exit. When the Agreement or the relevant Order ends, and on your written request made within 30 days afterwards, we will, at your choice, make the Caller Data we then hold available for export (in a commonly used machine-readable format we reasonably support) or delete it. If you do not make a request within that window we may delete or de-identify it in the ordinary course. Where Caller Data is to be deleted, we will delete it from our production systems within 30 days of the deletion being triggered, except for: de-identified or aggregated data (which we may keep and use under Section 10.4); data we are required or permitted by law to retain, or reasonably need to defend a legal claim; and data in routine backups, which is deleted on our standard backup cycle. Once deleted or once the window closes we are not obliged to recover it; if recovery is still possible and you ask, we may charge a reasonable, cost-based fee.

20.11 Liability and audit. Our liability for a Caller Data Breach is within the cap in Section 15.3 (consistent with Section 15.4A); the data-loss exclusion in Section 15.2 does not reduce our liability for a Caller Data Breach caused by our breach or negligence; and nothing limits any liability that cannot be limited by law, including under the ACL and the Privacy Act. On your reasonable written request, no more than once in any 12-month period (or after a Caller Data Breach affecting you, or where a regulator requires), we will give you information reasonably necessary to demonstrate our compliance with this Section; where that is not sufficient, you may audit our processing of Caller Data, by default remotely, on at least 30 days’ notice, subject to confidentiality, reasonable limits (no access to source code, model weights, secrets, other customers’ data or security-sensitive material) and no intrusive testing without our prior written approval. The provisions of this Section that should by their nature survive termination continue after it.

20.12 Territory. The Service is designed for use under Australian privacy law and for Callers located in Australia. You must not use the Service for Callers in, or in a way that subjects Hello Harper to the data-protection law of, the European Union, the United Kingdom or another foreign jurisdiction without our prior written agreement. If you do, you are responsible for any additional legal requirements that apply (for example, GDPR Article 28 processor terms or a lawful transfer mechanism), you indemnify us for them on the basis in Section 12, and we may decline or suspend that use.

21. AI Disclosure, Recording and Messaging

This section sets the binding rules for AI self-identification, call recording and its notice-and-objection model, and outbound calling and SMS. Defined terms have the meanings given elsewhere in these Terms. This section sits within the order of precedence in Section 1.4 and is subject to Section 13 (Australian Consumer Law), which always prevails. Section 20 prevails for the handling of Caller personal information.

Two roles. When you use the Service you are the business with the primary relationship to your Callers; we provide product features designed to help you meet the obligations in this section. Hello Harper separately runs its own outbound sales and demonstration calls — that activity is governed by Hello Harper’s own internal standards, not by these Terms. References here to how the Service is designed to behave do not transfer your responsibilities to us, and do not reduce your obligations to use the Service lawfully and to give your Callers the notices the law requires. Hello Harper is a customer of its telephony/SMS carrier, not a licensed carrier; carrier-side statutory duties (e.g. IPND, 000 handling, the scam-call industry code) rest with the carrier.

A. AI self-identification

• At the start of each call, before any substantive discussion, the Caller hears a clear statement that they are speaking with an automated AI system, not a human, and (where practicable) which business it is for. The statement must convey that substance in plain language; a disclosure that is buried, rushed or given only after substantive discussion does not count.
• You must not disable, suppress, shorten so it loses its substance, or otherwise modify or override this disclosure, or configure the Service to prevent it, and you must keep it on for the whole Subscription Term. You must ensure it fires on every call path on which a Caller deals with the AI (inbound; transfers; callbacks; and, if and when available to you, outbound and re-engagement calls).
• You must not configure or use the Service to impersonate a real, named person, to pass the AI off as a specific individual, or to hide or misrepresent that the Caller is dealing with an AI. Presenting your own business name and a non-deceptive AI persona is permitted.
• The Service logs delivery of the disclosure as compliance evidence (this must remain accurate if the build changes); the log does not reduce your obligations.

B. Recording notice and objection handling

• Before any substantive discussion, the Service gives each Caller a clear notice that the call is recorded (and the audio may be transcribed and processed by automated systems, including AI, and used to handle the call and to improve, train and analyse Hello Harper’s AI and voice systems — see Section 10), and a genuine opportunity not to proceed. You must not disable, suppress or modify this notice and must keep it enabled.
• Configured Lawful Pathway. The Service captures a Caller’s objection (to recording, to continuing, or to dealing with an AI) and acts on it on every call path, by following the outcome you configure: (a) stop recording and continue on a non-recorded path, only if that path is supported; (b) transfer to a non-recorded pathway (e.g. a human); or (c) end the call. You must configure one of these and must not configure the Service so an objection is ignored. Where the objection is to recording itself, the objection event is captured independently of retaining the recording. The Service logs each objection and the response taken.
• Your caller-notice obligation. It is your responsibility — not ours — to also tell your Callers, in your own notices, that their calls are recorded and may be used for training and analytics. Hello Harper’s in-call disclosure supports but does not replace your notice. You must obtain any consent the law requires from your Callers.
• Australian surveillance laws. There is no single national recording law. All-party jurisdictions (recording a private conversation generally needs all parties’ awareness/consent): NSW, SA, WA, Tas, ACT. One-party jurisdictions: Vic, Qld, NT. Because a call may involve people in different States, the Service defaults to a baseline national notice-and-objection mode (notice on every call, objection honoured). Hello Harper’s position is that an up-front recording, AI and purpose disclosure on every call puts Callers on notice so the call may not be a “private conversation”. This baseline is a conservative national default; it is not, and must not be relied on as, the strictest possible standard. In some all-party jurisdictions and contexts (WA in particular) express consent may be required; where it is, you must use an express-consent mode where the build supports it, or handle those calls by another lawful means, and you must not treat the baseline as legal advice that notice-plus-participation is enough for your case.
• Using or sharing a recording is separately regulated. Using, communicating, publishing or sharing a recording, transcript or derived data can be a distinct matter under surveillance laws and the Privacy Act. You must ensure any such use by you (or at your direction) is lawful and within the notices and consents you have obtained.
• You acknowledge the federal Telecommunications (Interception and Access) Act 1979 (Cth) and must not use the Service to intercept or access communications except as that Act and the applicable surveillance laws permit.
• The Service’s design helps you, but you remain responsible for ensuring your overall use complies with the law in each State or Territory where your Callers are located, and for obtaining any consent required.

C. Outbound calling (if and when made available to you)

Running your own outbound calling or SMS is not a launch feature; these rules are fixed now and apply if and when Hello Harper enables it for you and you use it. You are responsible for complying with all laws that apply, and you warrant that you will.

• Conduct and calling hours. You must comply with the Telemarketing and Research Calls Industry Standard (made under the Do Not Call Register Act 2006 (Cth)) and that Act — including calling only within permitted hours/days in the recipient’s local time and not on national public holidays. The Service may apply a stricter operating default than the legal minimum; that stricter default is Hello Harper’s own choice, not the legal requirement.
• Caller identity and termination. Each call must identify who is calling and the purpose, and provide accurate call-back/contact details on request. If the person asks to end the call, it must end promptly; a request not to be called again is treated as an opt-out and added to suppression. Where a call uses a recorded or synthetic (AI) voice, the called person must be able to obtain the information the Standard requires during the call (e.g. a keypress or voice path) where the build supports it; you must not configure scripts that prevent this.
• Calling-line identification. Every outbound call must present a valid, dialable CLI that, if called back, reaches you. You must not withhold CLI, present a blank or non-dialable number, or spoof, falsify or manipulate a CLI you are not authorised to use.
• Do Not Call Register. You must not call numbers on the Do Not Call Register except where a recognised exemption or consent applies, and you must take reasonable steps to “wash” your calling lists against the Register and keep that wash current, consistent with the Do Not Call Register regime. The Service applies a pre-dial gate so a number without a current wash is blocked from dialling until re-washed, and registered numbers are suppressed (this must remain accurate if the build changes); the gate checks for the presence of a current wash, not its correctness or completeness.

D. Outbound messaging (SMS)

• Consent. Each commercial electronic message sent through the Service must have the consent the Spam Act 2003 (Cth) requires (express, or properly inferred where the Act allows); you bear the burden of proving consent. Rely on express consent where a message carries a payment link or similar.
• Sender identification. Each message must clearly identify you as the sender with accurate contact details that remain accurate and functional for at least 30 days after the message is sent.
• Unsubscribe. Each message must contain a clear, functional, low- or no-cost unsubscribe that does not require login or unnecessary personal information, remains functional for at least 30 days, and is actioned within 5 business days. On unsubscribe, the number is added to suppression.
• SMS Sender ID Register. Where the Telecommunications (SMS Sender ID Register) Industry Standard 2025 applies, you must register the branded sender IDs you use, as required, via your messaging carrier (the Register opened 30 November 2025; the standard becomes mandatory on 1 July 2026). Until registered, messages may be marked “Unverified”. A branded sender ID that cannot receive replies must not be used without an alternative functional unsubscribe path (e.g. an opt-out link or a reply-capable number).
• Suppression. You must maintain a do-not-contact/suppression list, and the Service checks it before every outbound call and message (this must remain accurate if the build changes). A number is suppressed when the recipient asks not to be contacted (including by STOP), objects to recording or to the AI, is returned as on the Do Not Call Register, or you otherwise decide. Suppression is indefinite, durable and overriding — it persists across campaigns and overrides any re-engagement or callback logic; no re-contact without fresh consent. An opt-out from calls suppresses calls, from SMS suppresses SMS, and “stop contacting me” suppresses both.
• Templates and audit. You are responsible for the content of templates you configure and the variable content merged in; any default templates we supply are starting points only and are not warranted compliant for your campaign. The Service keeps an audit trail for outbound communications (DNCR wash evidence, consent records, unsubscribe/suppression records, objection events, complaints) which you must not disable or circumvent; it does not reduce your own record-keeping duty.
• Scams. You acknowledge the Scams Prevention Framework Act 2025 (Cth); your outbound communications must not be structured to mislead a recipient into thinking they are dealing with someone else (urgency, threats, look-alike sender names, or obscured links).
• Where Hello Harper is the technical sender. Where Hello Harper is the technical sender, or messages carry a Hello Harper-registered sender ID or use a carrier arrangement held by Hello Harper, a contractual warranty from you alone may not remove Hello Harper’s own regulatory exposure. Accordingly, Hello Harper may apply technical controls (blocking, suppressing, throttling or refusing to transmit a non-compliant call, message or campaign), under Section 17 and Section 7. Where the build supports it, controls are designed to prevent transmission of an outbound campaign unless the required compliance evidence (consent, DNCR washing, sender identification and a functional unsubscribe) is present, with a written-exception path; those controls check for the presence of the evidence, not its legal sufficiency. Where practical and lawful we give notice and a chance to fix first; for serious or urgent risk we may act immediately.

E. Voice and biometrics

Hello Harper records call audio and converts speech to text and text to speech to run the Service. Its speech technology may label which speaker said what within a single call. The Service does not retain or reuse a reusable voiceprint or any cross-call speaker-recognition artefact, does not recognise a person as the same individual across separate calls, and does not use voice characteristics for biometric identification, identity verification or authentication. Any temporary same-call processing used only to tell speakers apart within a single call is not retained or reused. Voiceprints and similar identifiers are sensitive information under the Privacy Act; we will not create, retain or reuse a voiceprint, biometric template or cross-call speaker-recognition identifier unless we have first updated these Terms and the Privacy Policy and obtained express consent from each affected individual before collecting or using that biometric information. This must remain accurate if the build changes and is aligned with Section 10.5 and the Privacy Policy.

F. Warranties, controls and indemnity

• You warrant that your use (including all outbound communications) is and will be lawful; that you hold and will maintain all notices, rights, consents and authority needed from your Callers and message recipients for the Service to record, transcribe and process Caller Data and to make outbound communications — including any express recording consent an all-party jurisdiction requires and any consent the Spam Act requires; that where you depart from the baseline recording mode, the mode you select is lawful for your calls and Callers; that any use, disclosure or sharing of a recording by you (or at your direction) is lawful and within your notices and consents; and that you will keep records reasonably sufficient to demonstrate the notices, consents and washing for your use and provide them on reasonable request.
• Your breach of this section is covered by your indemnity in Section 12, on the same proportionate, fault-linked, capped basis (Sections 12.3–12.4), with the same narrow uncapped carve-out for deliberate, reckless or clearly fault-caused compliance failures and its gating conditions (Section 12.5), and subject to the same liability cap and carve-outs (Sections 15.3–15.4) and to Section 13.