Terms and Conditions

Last Updated: 1 Jan 2026

These Terms and Conditions ("Terms") govern your use of our services, including AI chatbot development, voice agent systems, lead generation, and related software solutions ("Services"). By engaging our Services, you agree to be bound by these Terms.

1. Service Description

We provide custom software development and SaaS services including, but not limited to:

• AI chatbot design, development, training, and deployment
• Voice agent systems (powered by third-party providers)
• Lead research, verification, and list delivery
• Dashboard analytics and monitoring
• Ongoing maintenance, updates, and support

The scope of Services for your engagement is defined in your Service Agreement or proposal.

2. Fees and Payment

Payment Terms:

• Fees are due in advance, as outlined in your invoice
• We accept bank transfer, credit card, and other agreed payment methods
• Invoices are issued on the first day of each billing period
• All fees are exclusive of GST, which you are responsible for paying

Billing Cycle:

• Monthly recurring fees are charged on the 28th of each month
• Your first billing date is specified in your Service Agreement
• Continued use of Services constitutes acceptance of charges

Minimum Terms and Lock-In Periods:

• Lead Research & Verification: Minimum 3-month commitment. Non-cancellable during the initial 3-month term. After 3 months, month-to-month with 30 days notice to cancel.
• AI Chatbot & Voice Agent Services: Minimum 12-month commitment. Non-cancellable during the initial 12-month term. After 12 months, month-to-month with 30 days notice to cancel.
• Early termination requests during minimum term periods will not be honoured. All remaining fees for the minimum term remain due and payable in full.

Non-Refundable:

All payments are non-refundable. This includes:

• Setup fees and development costs
• Monthly subscription fees
• Lead research, data, and verification fees
• Fees paid in advance
• Fees for minimum term periods, even if Services are not fully utilised
• Fees for early termination requests during minimum terms

No refunds will be issued for:

• Cancellation or termination of Services during minimum term periods
• Underutilisation of Services
• Changes to scope or requirements
• Service interruptions caused by force majeure or third-party systems
• Dissatisfaction with results or outcomes

3. Term and Termination

Service Term:

• Services commence on the date specified in your Service Agreement ("Effective Date")
• Lead Research Services: Minimum initial term of 3 months. This term is non-cancellable.
• AI Chatbot & Voice Agent Services: Minimum initial term of 12 months. This term is non-cancellable.
• After the minimum term expires, Services continue month-to-month unless otherwise agreed

Termination by You (After Minimum Term Expires):

• You may only terminate Services after the applicable minimum term has expired
• Termination requires 30 days written notice via email
• Termination is effective 30 days from the date of notice
• No refund or credit applies to fees already paid
• Final invoice will be issued for Services rendered through the termination date

Early Termination During Minimum Term (NOT PERMITTED):

• Services cannot be cancelled during the minimum term period
• If you request early termination, all remaining fees for the minimum term remain due and payable in full
• Your access to systems may be revoked, but invoicing continues for the full minimum term
• We will not issue refunds or credits for early termination requests

Termination by Us:

• We may suspend or terminate Services immediately if:
  • Payment is 14 days or more overdue
  • You violate these Terms or applicable law
  • Continued provision would expose us to legal liability
• We may terminate Services with 30 days written notice for any reason. If termination occurs during the minimum term, we will issue a pro-rata refund for the unused portion of the minimum term.

Effect of Termination:

Upon termination:

• Your access to Systems and dashboard will be revoked
• You retain ownership of data we have provided (leads, customer records)
• We are not obligated to maintain your data beyond 30 days post-termination
• All outstanding fees remain due and payable
• If you terminate early during the minimum term, all remaining fees for that term are immediately due and payable

4. Intellectual Property and Ownership

Your Data:

You retain ownership of:

• Lead data and contact lists we provide
• Customer conversation records and call logs
• Business data, analytics, and performance metrics
• Content you input into the systems

You may use this data for any lawful business purpose.

Our IP:

We retain all rights to:

• The underlying AI chatbot and voice agent technology and algorithms
• The dashboard platform and infrastructure
• Our proprietary processes, methodologies, and software
• Documentation and materials we provide

You are granted a non-exclusive, non-transferable licence to use these Systems solely for your internal business purposes during the Service Term. You may not:

• Resell, redistribute, or commercialise the Services
• Reverse engineer, decompile, or attempt to derive the underlying technology
• Create derivative works based on the Systems
• License or sublicense the Systems to third parties

5. Data and Privacy

Data Processing:

• You are responsible for ensuring compliance with Australian Privacy Principles (APPs), GDPR, CCPA, and applicable privacy laws
• We process your data as a service provider under your instructions
• We do not sell or share your customer data with third parties
• We may use anonymised data and conversation logs to improve AI models and Services

Security:

• We implement industry-standard security measures to protect data
• We are not liable for data loss resulting from your actions, force majeure, or third-party breaches
• You are responsible for maintaining secure access credentials

Backup and Data Retention:

• We maintain backups of your data for operational purposes
• Data may be deleted after 30 days following Service termination
• We are not obligated to retain data indefinitely

6. Service Level and Performance

Availability:

• We target 99% system uptime, measured monthly
• This excludes scheduled maintenance (typically during off-hours) and third-party service outages
• We will use reasonable efforts to notify you of scheduled maintenance in advance

What We Provide:

• Functional AI chatbot and voice agent systems
• Verified lead data according to our standard verification process
• Regular monitoring and basic maintenance
• Email support with response within 24 business hours

What We Don't Guarantee:

• Conversion rates or business outcomes from leads provided
• Revenue generation or business success
• Performance of your follow-up processes or sales execution
• Responsiveness of leads or prospects contacted
• Third-party service availability (hosting, telephony providers, etc.)

Our role is to provide the tools and data; your execution and business decisions drive results.

7. Third-Party Services

Our Services may integrate with or depend on third-party platforms (voice providers, hosting services, etc.). We are not liable for:

• Third-party service outages or failures
• Changes to third-party APIs or terms
• Third-party fees or rate changes
• Data loss caused by third-party systems

You are responsible for compliance with third-party terms of service.

8. Limitation of Liability

We Are Not Liable For:

• Lost revenue, lost profits, or lost business opportunities
• Indirect, incidental, consequential, special, or punitive damages
• Business decisions or actions you take based on data or Services provided
• Outcomes beyond our control (lead responsiveness, customer decisions, market conditions)
• Data loss caused by your actions or third-party systems

Our Maximum Liability:

Regardless of cause, our total liability to you shall not exceed the fees you paid in the 30 days immediately preceding the claim. This is the exclusive remedy for all claims.

You Indemnify Us:

You will indemnify and hold harmless our company and personnel from any claims, damages, or costs (including legal fees) arising from:

• Your use of Services
• Your violation of these Terms or applicable law
• Your infringement of third-party rights
• Customer complaints or legal action related to your business

9. Warranties and Disclaimers

Services Provided "As Is":

We provide Services on an "as-is" basis without warranties of any kind, express or implied. We disclaim:

• Merchantability and fitness for a particular purpose
• Non-infringement of third-party rights
• Accuracy, reliability, or completeness of data
• Uninterrupted or error-free operation

Data Accuracy:

Lead data is verified to our standard process using publicly available information and reasonable verification efforts. We do not guarantee:

• Current accuracy of all contact information
• Completeness or exhaustiveness of lead lists
• Responsiveness or interest of prospects

10. Your Responsibilities

By using our Services, you represent and warrant that you:

• Have authority to enter into this agreement
• Will comply with all applicable laws, including privacy and anti-spam regulations under the Spam Act 2003 (Cth)
• Will not use Services to:
  • Harass, spam, or contact individuals without consent
  • Violate privacy or data protection laws
  • Engage in illegal activity
  • Infringe third-party intellectual property rights
  • Circumvent security measures or attempt unauthorised access
• Will keep access credentials confidential
• Will promptly notify us of any security breaches or unauthorised access

11. Changes to Services and Terms

Service Changes:

We may modify, update, or discontinue features of the Services with reasonable notice (where practicable). Continued use constitutes acceptance of changes. If material changes adversely affect you, you may terminate per Section 3 (subject to minimum term restrictions).

Terms Changes:

We may update these Terms at any time. Material changes will be communicated at least 14 days in advance. Your continued use of Services following changes constitutes acceptance.

12. Confidentiality

• We maintain the confidentiality of your business information
• You maintain the confidentiality of access credentials and system information
• Confidential information excludes: publicly available information, information you disclose to third parties, and information independently developed

13. Governing Law and Jurisdiction

These Terms are governed by the laws of New South Wales, Australia, without regard to conflict of law principles. Both parties submit to the exclusive jurisdiction of the courts of New South Wales and Australia.

14. Dispute Resolution

Informal Resolution:

Before pursuing formal action, the parties agree to attempt good-faith resolution of disputes by:

1. Sending written notice of the dispute
2. Meeting (in person, by phone, or video) to discuss within 14 days
3. Attempting to reach agreement

Legal Action:

If informal resolution fails, either party may pursue legal action in the courts of New South Wales, Australia.

15. General Provisions

Entire Agreement:

These Terms, along with your Service Agreement or proposal, constitute the entire agreement between you and us. They supersede all prior understandings.

Severability:

If any provision is found to be unenforceable, the remaining provisions remain in full effect.

Waiver:

Our failure to enforce any term does not constitute waiver of that term.

Assignment:

You may not assign these Terms without our written consent. We may assign these Terms to successor companies.

Contact

For questions, disputes, or service requests:

• Email: sales@koma.click
• Phone: 0421 149 012
• Response time: 24 business hours

By engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

Effective Date: 28 May 2026