Terms of Service
Last Updated: December 3, 2025

This Agreement is entered into between us and you, together the Parties and each a Party.

1.    Our Services
   
   1. We will provide access to our cloud‑hosted platform and related Services as described below:
   2. Access to the Quarterzip Platform, inclusive but not limited to;
      
      1. Access to an AI Video and Voice Agents delivered via the cloud, providing interactive onboarding, activation, and support experiences for customers.
      2. Access for your team to our Adoption hub, capturing customer challenges, support needs, and product feedback to inform continuous improvement.
   3. Renewals and Tier Changes: Where usage exceeds your plan’s fair use thresholds consistently, we may recommend or automatically transition your account to the appropriate tier, after notifying you.
   4. We will provide the Services to you in accordance with this Agreement.
   5. If you require Support Services, you may request these by getting in touch with us by email.
   6. Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.
   7. Where we require access to your premises or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.
   8. We will not be responsible for any other services unless expressly set out in this Agreement.
   9. We may make updates or improvements to the Services from time to time.
   10. Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Services), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide.
   11. All variations to our Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of our Services or our obligations under this Agreement, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.
   12. Account Registration and Eligibility:  You must ensure that all account information provided to us is accurate and kept up to date. You are responsible for maintaining control over your login credentials and for all activity on your account.

2.    Payment and Billing
   
   1. You agree to pay us the Services Fees displayed to you at the time of purchase. All fees must be paid in advance by credit card or other permitted online payment method..
   2. Subscriptions renew automatically at the end of each billing cycle unless cancelled before the renewal date.
   3. Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

3.   Services Licence
   
   1. During the  Term, we grant you a non exclusive, non transferrable and non sublicensable right to use our Services (which may be suspended or revoked in accordance with this Agreement).
   2. You must not:
      
      1. access or use our Services in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;  
      2. interfere with or interrupt the supply of our Services, or any other person’s access to or use of our Services;  
      3. introduce any viruses or other malicious software code into our Services;  
      4. use any unauthorised or modified version of our Services, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Services;
      5. attempt to access any data or log into any server or account that you are not expressly authorised to access;  
      6. where we provide Cloud Services, use our Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
      7. circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
      8. access or use our Services to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

4. Availability, Disruption and Downtime
   
   1. While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
   2. Our Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
   3. We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.  

5. Intellectual Property and Data
   
   1. We own all intellectual property rights in our Services. This includes our software, copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property).
   2. We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
   3. We do not own any of Your Data, but when you make available any of Your Data into our Services, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data during the Term (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:
   4. supply our Services to you (for example, to enable you to access and use our Services), and otherwise perform our obligations under this Agreement;
   5. diagnose problems with our Services;
   6. improve, develop and protect our Services;
   7. send you information we think may be of interest to you based on your marketing preferences;
   8. perform analytics for the purpose of remedying bugs or issues with our Services; or
   9. perform our obligations under this Agreement (as reasonably required).
   10. You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur on various networks, and may be transferred unencrypted.
   11. You are responsible for (meaning we are not liable for):
   12. the integrity of Your Data on your systems, networks or any device controlled by you; and
   13. backing up Your Data.
   14. When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
   15. If you do not provide Your Data to us, it may impact your ability to receive our Services. We make available to our customers the ability to store (for their reference) any video screen recordings, audio recordings and transcripts conducted via the Quarterzip platform. Storing these artefacts enriches key functionality we offer you as part of the platform.
   16. If requested by you in writing or via the platform, we can disable any or all capture of video screen recordings and (or) audio recordings and (or) transcripts.
   17. You may also opt in to automatic data deletion after a defined period of retention of any of the above data types by letting us know in writing at any time or via the platform.

6.  Confidential Information and Personal Information
   
   1. While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
   2. However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
   3. We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.
   4. You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
   5. We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).
   6. Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

7. Consumer Law Rights
   
   1. In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and this Agreement does not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of this Agreement. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.
   2. Nothing in this Agreement should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

8. Liability
   
   1. To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:  
      
      1. your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
      2. any use of our Services by a person or entity other than you.  
   2. Regardless of whatever else is stated in this Agreement, to the maximum extent permitted by law:  
      
      1. neither we or you are liable for any Consequential Loss;
      2. a party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
      3. (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying our Services again or paying the cost of having our Services supplied again; and
      4. our aggregate liability to you for any Liability arising from or in connection with this Agreement will be limited to the amount of any Services Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates.  

9.  Termination
   
   1. This Agreement will commence on the date You accept its terms .
   2. You may terminate at any time by cancelling your subscription through the platform. Your subscription will end at the end of the current billing cycle.
   3. We may terminate this Agreement (meaning you will lose access to our Services) if:
      
      1. you fail to pay your Services Fees when they are due;
      2. you breach this Agreement and do not remedy that breach within 14 days of us notifying you of that breach;
      3. you breach this Agreement and that breach cannot be remedied; or
      4. (to the extent permitted under the Corporations Act 2001 (Cth)) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
   4. Upon termination of this Agreement:
      
      1. you must cease to use our Services ;
      2. we may delete or restrict access to Your Data after a reasonable period;
      3. you will not receive refunds for unused subscription periods unless required by law; and
      4. we will retain Your Data (including copies) as required by law or regulatory requirements.
   5. Termination of this Agreement will not affect any other rights or liabilities that we or you may have.  

10.  General
    
    1. Amendment: We may update these Terms from time to time. Continued use of the Services constitutes acceptance of updated Terms..
    2. Assignment: You may not transfer or assign this Agreement (including any benefits or obligations you have under this Agreement) to any third party without our prior written consent. We may assign or transfer this Agreement to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
    3. Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
       
       1. If the Dispute is not resolved at that initial meeting:
          
          1. where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
          2. where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Melbourne, Victoria, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
       2. Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
          
          1. as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
          2. uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
          3. Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.
       3. Governing law: This Agreement is governed by the laws of Victoria, and any matter relating to this Agreement is to be determined exclusively by the courts in Victoria and any courts entitled to hear appeals from those courts.
       4. Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
       5. Nature of Legal Relationship: This Agreement does not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
       6. Notices: Any notice you send to us must be sent to support@quarterzip.ai.. We may send notices to your account email. Any notice we send to you will be sent to the email address set out in the schedule above. Notice will be deemed to have been served at the time of transmission.
       7. Publicity: You agree that we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
       8. Subcontracting: We may subcontract the provision of any part of our Services without your prior written consent.  We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.
       9. Survival: Clauses 7 to 11 will survive the termination or expiry of this Agreement.

11. Definitions: In this Agreement, unless context otherwise requires, capitalised terms have the meanings given to them , and:
    
    1. Agreement means this agreement, any documents attached to it .
    2. Cloud Services means the Services hosted by us through our third party hosting provider as a cloud based service.
    3. Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services will not constitute “Consequential Loss”.
    4. Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
    5. Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
    6. Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
    7. Services means the services we provide to you, as detailed in the Terms of Service.
    8. Services Fees means the fees you agreed to pay to us to access our Services , as detailed in the Checkout at the time of purchase.
    9. Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.