Terms and Conditions

Danjoo AI is an AI voice agent designed to handle inbound and outbound communication services for You including but not limited to call answering, customer enquiries, appointment setting, lead qualification, and outbound call campaigns. The scope of services and specific deliverables are outlined in the Order Form.

Services to be provided are those set out in the Order Form and may include the following:

Danjoo AI will use reasonable efforts to provide the Services 24 hours a day, 7 days a week, except during scheduled maintenance or events outside Danjoo AI reasonable control.

Danjoo AI may schedule maintenance windows, with advance notice to You where practical. Services may be unavailable during these periods.

Neither party is liable for failure to perform obligations due to events beyond their reasonable control (See Section 14).

Commencement of the initial term and payment commencement date starts at the earliest date of:

• installation; or
• the date 30 days after you sign an Order Form.

Danjoo AI will make the following available to You for the term and any renewal term being:

• provision of the Services;
• maintenance of the Services to keep it up to date;
• ongoing training and support resources as identified in the Order Form.

Danjoo AI will use its best endeavours to make and keep the Services operational as soon as practical after receiving your support request.

Danjoo AI does not rectify hardware operating system or network problems or problems relating to third party software which is the responsibility of You or your IT providers.

You agree to:

• provide accurate and up to date information overview for interactive calls;
• ensure compliance with any relevant regulations regarding automated calls applicable to Your business (e.g. telemarketing laws, privacy regulations);
• You will supply all necessary resources including call lists for outbound services;
• You will use reasonable and diligent efforts to prevent unauthorised access or use of the services;
• You will notify us promptly if you become aware of any possible or actual unauthorised access for use of the Services;
• You will not make the Services available or any content or details required to access the services relating to any person other than You as the user;
• You will not commercialise the Services for your own benefit;
• You will not use the Services to store or transmit illegal materials or malicious code or otherwise engage in any illegal activities.

Subject to the terms and conditions of this Agreement, Danjoo AI grants You a non-exclusive and non-transferrable right to use the Services during the Payment Term or Renewal Term in accordance with the Agreement. This right is for the sole purpose of enabling You to use the Services for Your internal business purposes until termination of the Agreement.

We reserve the right to terminate the Agreement immediately if You become aware You have knowingly allowed any third party to access the Services for any purposes.

All functions, data, information or materials provided as part of the Services may only be used by You in the ordinary course of activities of Your organisation and expressly for the purpose of services supplied by Your organisation.

You have agreed to comply with and use reasonable efforts to ensure that any users of the Services comply with Danjoo AI policies in respect of access and use of the Services.

You acknowledge that if a user breaches such policies or this Agreement then Danjoo AI may suspend access to the Services for that user (at the sole discretion of Danjoo AI).

You must pay Danjoo AI on the payment date by electronic funds transfer, direct debit or such other method We nominate from time to time the amount set out in the Order Form You signed at the time of acceptance.

You agree any payment identified in the Order Form is payable by direct debit using a transaction agent nominated by Us.

If Danjoo AI does not receive Your payment within 30 days then at the sole discretion of Danjoo AI without limiting any other rights all services may be suspended and any fees and charges (including dishonour fees) are due and payable by You within 60 days. If payment of costs and expenses incurred as outlined are not received then Danjoo AI may instruct third parties to recover such associated costs (including their own costs) until amounts are paid in full.

The monthly amount and any professional services provided are exclusive of GST and GST will be added to the Danjoo AI monthly amount as indicated in the Order Form and as provided for in A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).

We will schedule a date to install the Services and provide such training as may be required and as identified in the Order Form.

Danjoo AI retains all right, title and interest in the Services. Except as expressly permitted, this Agreement does not grant You any intellectual property rights in the Services or otherwise as protected by copyright and other laws.

Danjoo AI acknowledges that nothing in this Agreement grants to Danjoo AI any right, title or interest in any of Your data other than a limited non-exclusive right to use or access Your data solely for the purpose of providing the Services.

You hereby grant Danjoo AI a worldwide non-exclusive unlimited term licence to use Your data solely to the extent necessary to provide the Services in accordance with this Agreement. You are responsible for ensuring that You have all the necessary rights to grant this licence and that Your data does not infringe any rights of any copyright owners, violate any applicable laws or violate the terms of any licence or agreement.

It is Your responsibility to ensure that Your information, technology and communications infrastructure (ITC) meet the Danjoo AI system requirements and You acknowledge that you will:

• regularly update and patch Your systems and services and maintain security;
• conduct periodic security assessments and implement any approvals as necessary;
• provide Danjoo AI with information about Your security practices upon reasonable request.

You agree that Danjoo AI does not accept any responsibility for defects, data corruptions, service failures or performance degradation caused by malware, viruses or other software components on your hardware or software if they will interfere with the way the Services operates.

Danjoo AI will comply with the requirements of applicable Privacy Laws.

Danjoo AI will collect, process and store client data as necessary for the provision of access of Services outlined in this Agreement and in compliance with Privacy Law.

Danjoo AI will notify You immediately of any data breaches and suspected breaches involving Your data.

You will comply with the requirements of applicable Privacy Laws.

You will notify Danjoo AI in writing at least 90 days prior to the end of the then current term that the supply of the Services is no longer required. If this notice is not provided then this Agreement will automatically renew for a further 90 day period.

If You terminate the Agreement at any time before the end of the term, You will no longer have any right to use or access the Services or any information or materials that Danjoo AI made available to You under this Agreement. In the case of such termination by You, the obligation to pay for the balance of the term continues.

Either party is entitled to terminate this Agreement immediately and upon any time for cause by giving written notice to the other party if the other party:

• commits a material breach of this Agreement and fails to remedy that breach within 30 days written notice of that breach;
• commits a material breach of this Agreement which is incapable of remedy;
• becomes the subject of an Insolvency Event.

Notwithstanding any other provision of this Agreement, neither party will be liable for any failure to perform its obligation under this Agreement where that performance is delayed, prevented or restricted or interfered with as a result of fire, flood, earthquake, utility failure, elements of nature or act of God, riot, civil disorder or rebellion, acts or war or terrorism, telecommunication breakdown interruptions, power failures and epidemic or pandemic.

Danjoo AI reserves the right to suspend access to the Services in whole or in part until further notice with immediate effect to periodically maintain or improve the Service.

Any dispute or difference arising from or in connection with this Agreement shall be dealt with in accordance with this clause. The dispute resolution process may be initiated at any time by either party serving a notice in writing or other party's dispute has arisen. That notice must contain reasonable information and nature of the dispute. The parties must use all reasonable endeavours to reach a negotiated resolution within 14 days of service of the notice. If the dispute remains unresolved following the 14 day period, You and Danjoo AI agree to enter into mediation in good faith in an attempt to settle such dispute. Until the parties agree the steps referred to in this clause and have failed to resolve the dispute neither party may commence formal legal proceedings or arbitration.

You acknowledge this Agreement (including Order Forms) are governed by the laws in force in Western Australia and each party irrevocably and unconditionally submits the exclusive jurisdiction of Western Australia and the courts that hear appeals from them.

Danjoo AI's liability to You is not limited or excluded where and to the extent such liability cannot be limited or excluded in accordance with the applicable law including, but not limited to, the Australian Consumer Law. In all other circumstances, to the maximum extent permissible by law, Danjoo AI is not liable to You or any third party for any costs or expenses, losses or damages incurred in relation to the Services where that liability arises in contract, tort, under statute or otherwise.

Danjoo AI will in no circumstance, be liable for any indirect or consequential losses, loss of profits, loss of revenue, loss of business opportunity, loss of or damage to data or records.

Subject to and as permissible by law, Danjoo AI's aggregate liability for any cause whatsoever is limited to the amount of fees paid, if any, for this AI Service in the six months immediately proceeding the date on which the claim arose.

You must not assign or subcontract Your rights and obligations of this Agreement without Danjoo AI's prior written approval.

Danjoo AI may subcontract the whole or any part of the obligation under this Agreement without obtaining Your prior written consent.

You acknowledge this Agreement constitutes the entire understanding between Danjoo AI and You and supersedes all other prior contemporaneous negotiations, agreements or understanding whether written or oral between Us or otherwise as published by Danjoo AI relating to this Agreement.