Terms of Service
These Terms govern access to and use of NEURALNET websites, platforms, products and services.
1. About These Terms
These Terms of Service ("Terms") govern your access to and use of websites, platforms, products and services provided by NEURALNET CHAT PTY LTD (ABN 21 675 522 451), trading as NEURALNET ("NEURALNET", "we", "us" or "our").
Our services may include prospecting and lead-data tools, outbound revenue systems, CRM and workflow automation, inbound marketing systems, venue systems, AI-assisted reception and enquiry management, AI employee implementation and management, consulting, training, managed services and related technology and services, including related services we introduce in future (collectively, the "Services").
By purchasing, accessing or using our Services, you agree to these Terms and our Privacy Policy. You must be at least 18 years old and legally capable of entering into a binding agreement. If you accept these Terms on behalf of a business, you confirm that you are authorised to bind that business.
2. How These Terms Fit With Other Documents
Your agreement with NEURALNET for a Service is made up of these Terms together with any applicable plan, order, proposal, statement of work ("SOW") or other written service agreement for that Service (each an "Agreement Document").
If a separately signed agreement, proposal or SOW expressly conflicts with these Terms, the specifically agreed written term prevails to the extent of the conflict. Otherwise, these Terms apply.
Any terms you include in your own purchase order, supplier form or similar document do not apply unless NEURALNET expressly agrees to them in writing.
3. Purchases
When purchasing a Service, you must provide accurate and complete information required to process the purchase and deliver the Service. You warrant that you are authorised to use any payment method you provide. We may use third-party payment providers to process payments.
We may refuse or cancel an order where reasonably necessary, including where there is an error in pricing or description, suspected fraud or unlawful activity, or where the Service is unavailable or unsuitable.
4. Prices and GST
Unless expressly stated otherwise, prices displayed by NEURALNET are in Australian dollars and published business pricing excludes GST. Applicable GST will be added as required by law. Usage-based charges and third-party costs may apply in addition to subscription or implementation fees where disclosed.
5. Setup and Implementation Fees
Some Services require a one-off setup or implementation fee. The applicable scope and fee will be shown on the relevant order, proposal, checkout page or agreement.
Setup fees may be payable in instalments where separately agreed in writing.
Unless otherwise agreed, setup and implementation fees are non-refundable once work has commenced, subject to any rights that cannot lawfully be excluded.
6. Subscriptions and Go-Live
Some Services are billed on a recurring subscription basis.
Where implementation is required before a recurring Service can be used, the recurring subscription begins at go-live, once the agreed system has been built and made available for use, unless otherwise stated in the applicable agreement.
Services requiring no implementation, including eligible self-service products, may commence from purchase or activation.
Subscriptions automatically renew for each billing cycle unless cancelled in accordance with these Terms.
7. Month-to-Month Services and Cancellation
Unless a separate written agreement states otherwise, recurring NEURALNET subscriptions are provided on a month-to-month basis with no fixed lock-in term.
You may cancel by giving NEURALNET at least 30 days' written notice at [email protected]. Charges falling due during the applicable notice period remain payable.
Although there is no compulsory six-month term, revenue-generation and outbound systems generally require time to establish sending cadence, generate conversations and produce sufficient information to assess performance.
NEURALNET therefore generally recommends allowing at least six months for a meaningful assessment.
This recommendation is not a minimum contractual term and is not a guarantee of results or return on investment.
8. Payment
You must maintain a valid payment method where recurring billing applies. You authorise NEURALNET and its payment providers to charge fees and applicable usage charges due under your selected Service or agreement.
If payment fails or an account becomes overdue, we may suspend access or pause Services until outstanding amounts are paid.
Bank transfers and payment security. Where you pay by bank transfer, pay only into the account shown on a NEURALNET tax invoice or other payment instruction from NEURALNET. Before sending funds to a new or changed account, you must independently verify the details with NEURALNET, for example by calling us on a phone number you already know is ours, and not by using contact details in the message that requested the change.
To the extent permitted by law, NEURALNET is not responsible for funds sent to an incorrect account or a third party's account because of your error or because of fraud by a third party (including email or cyber fraud), and the amount owing to NEURALNET remains payable.
9. Fee Changes
We may change subscription fees from time to time. Where a change affects an existing recurring subscription, we will provide reasonable prior notice before the new fee applies. If you do not accept the revised fee, you may cancel in accordance with the applicable cancellation terms.
10. Refunds
Because many NEURALNET Services involve digital access, data retrieval, implementation work, configuration, consulting or immediately incurred third-party costs, fees are generally non-refundable once the relevant access, work or consumption has occurred.
Refund requests may be considered case-by-case.
Nothing in these Terms excludes or limits any right or remedy that cannot lawfully be excluded, including applicable rights under the Australian Consumer Law.
11. Managed and Self-Service Services
Responsibilities depend on the plan or written scope purchased.
Self-service Services may include platform access, templates, onboarding and reasonable support while requiring you to operate campaigns or workflows.
Managed Services may include additional campaign execution, optimisation, content, outreach or operational work as expressly described in your plan or agreement.
12. Scope and Additional Work
Only the work expressly included in your purchased plan or Agreement Document is included in the Service.
If you ask for work outside that scope, including additional integrations, custom builds, extra AI employee roles or functions, additional campaigns or extra managed work, we may quote for it separately. Additional fees will be disclosed before that work is performed.
NEURALNET is not obliged to perform additional work unless we agree to do so. Additional work may require a separate SOW or a written variation to your existing scope.
13. Your Cooperation
You must provide, in a timely manner, the information, access, credentials, materials, decisions and approvals that NEURALNET reasonably requires to supply the Services. This may include access to domains, DNS settings, mailboxes, phone or messaging accounts, CRM and other systems, brand materials, target-market details and sign-off on content or workflows.
If you do not provide something we reasonably need, or provide it late, delivery dates and the performance of the Services may be affected. NEURALNET is not responsible for delay, reduced performance or additional cost to the extent caused by missing, late or inaccurate information, access or approvals from you or people acting for you.
14. Estimated Timeframes
Unless expressly agreed otherwise in writing, implementation, delivery, go-live, warm-up and other timeframes we give are estimates only.
We will use reasonable efforts to meet estimated timeframes. However, we are not bound by an estimate where it is affected by your delays, third-party dependencies or circumstances outside our reasonable control. These commonly include DNS and domain changes, mailbox and messaging setup, warm-up periods, integrations, third-party platforms, data providers, AI providers and client approvals.
15. Prospect Data, Usage and Included Capacity
Some Services include access to prospect discovery, contact data, enrichment or a monthly prospecting capacity.
Published contact volumes are approximate unless expressly guaranteed in writing. Actual volume can vary depending on the target market, data required and enrichment requested.
Where a Service measures capacity or usage allowances internally, consumption may occur when data is retrieved, enriched, exported or otherwise used. Consumed usage is generally irreversible except where a verified system malfunction directly attributable to NEURALNET applies. Unused monthly allowances may expire at the end of the relevant billing cycle unless otherwise stated. Additional capacity may be available for purchase.
NEURALNET may source or aggregate business information from third-party and publicly available sources. While reasonable efforts are made to provide useful information, we do not guarantee that every record will be complete, current, accurate or suitable for a particular purpose.
16. Data You Provide to Us
In supplying the Services, NEURALNET will receive information about you and your business and may receive personal information, business information, CRM records, customer or prospect data and other materials you supply for processing ("Client Data"). We handle personal information in accordance with our Privacy Policy.
You warrant that:
• you have the lawful authority to provide the Client Data to NEURALNET;
• you have obtained any notices, permissions and consents required for NEURALNET to collect, use, store and process
the Client Data to supply the Services, including through third-party technology providers that form part of the Services, some of which may process information outside Australia; and
• providing and using the Client Data as contemplated by these Terms will not breach any law, contract or third-party right.
You remain responsible for having an appropriate basis for collecting the Client Data and for instructing NEURALNET to process it.
Health and sensitive information. Do not provide health information or other sensitive information to a NEURALNET Service, including an AI workflow, unless the relevant use case has been specifically assessed and agreed in writing with
NEURALNET.
If you have specific data-residency or cross-border requirements, you must raise them with us before implementation.
17. Client Data Ownership and Exit
Contact and prospect data obtained by a client through its NEURALNET Service remains available for that client's business use subject to applicable law, third-party rights and relevant licence restrictions.
When a client leaves NEURALNET, we will provide a CSV export of the client's contacts and reasonably assist with the handover of exportable client data.
Some third-party platforms, configurations, software, templates, workflows, licences or system elements may not be technically transferable or exportable.
NEURALNET's pre-existing intellectual property, frameworks, templates, processes, know-how and proprietary materials remain NEURALNET's property (see section 23).
18. Client Responsibilities
You are responsible for providing accurate information and instructions, maintaining appropriate access credentials and security, reviewing materials where approval is required, operating self-service components, responding where human follow-up is required, and ensuring your use of the Services complies with applicable laws and industry requirements.
For outbound systems, unless separately agreed, NEURALNET builds, automates, monitors and optimises the agreed system. Your team remains responsible for human sales conversations, commercial negotiations and closing.
19. Messaging, Domains and Third-Party Usage Costs
Certain Services use third-party infrastructure such as domains, mailboxes, phone/SMS numbers, email delivery, messaging, AI processing or other software.
Where stated in the applicable plan, specified setup components may be included in an implementation fee.
Other third-party licences, additional domains, mailbox licences, messaging numbers, usage or consumables may be charged separately. Usage-based charges may vary with actual consumption.
20. AI-Assisted Services and AI Employees
Some NEURALNET Services use artificial intelligence or automated systems.
AI-generated or AI-assisted outputs can contain errors, omissions or inappropriate suggestions and should not be treated as infallible.
Where human review, approval or professional judgement is appropriate, you remain responsible for ensuring appropriate human oversight.
Unless expressly agreed and appropriately configured, NEURALNET AI services are not intended to provide medical, legal, financial or other regulated professional advice.
You must not use an AI Service in an unlawful, deceptive, discriminatory or otherwise prohibited manner.
21. Training and Support
Subscriptions may include reasonable onboarding, documentation, standard support or training as described in the applicable plan.
Additional consulting, custom configuration, campaign builds, training or support outside the included scope may incur additional fees agreed in advance (see section 12).
We endeavour to respond promptly, but response times are not guaranteed unless a specific service level is agreed in writing.
22. Accounts and Security
You must provide accurate and current account information and safeguard passwords, credentials and account access. Notify NEURALNET promptly if you become aware of unauthorised access or a security breach relating to your account.
23. Intellectual Property
Unless otherwise agreed in writing, NEURALNET websites, brand assets, original content, software configuration materials, documentation and proprietary materials are owned by or licensed to NEURALNET.
NEURALNET owns, and keeps ownership of, its pre-existing and underlying processes, procedures, methodologies, configurations, frameworks, role architectures, playbooks, templates, workflows, proprietary prompts and instructions, software configuration methods, know-how, and the systems and methods it uses to develop or deploy the Services. This applies even where those materials are configured, adapted or applied for your business, and includes improvements NEURALNET makes to them.
Nothing in these Terms transfers ownership of NEURALNET's intellectual property to you. During your Service, you may use those materials only as part of the Service and for your internal business purposes. Without our prior written consent, you must not copy, disclose, sell, transfer or license them to anyone else, or use them to build or operate a substitute service.
You retain ownership of your own pre-existing content, branding and materials supplied to us, and you grant NEURALNET a licence to use them as needed to supply the Services. Where deliverables are specifically created for you, ownership or licence terms in the relevant proposal, SOW or agreement apply.
24. Third-Party Services
Our Services may integrate with or rely on third-party software, data providers, hosting, payment, messaging, AI, CRM, communications or other services.
Those third parties may have their own terms, privacy policies, availability limits and pricing. NEURALNET is not responsible for third-party services outside our reasonable control, although we will use reasonable efforts to manage integrations included in our agreed scope.
Where your use of a Service involves a third-party platform or account, you must comply with that platform's terms of use.
25. Compliance With Law and Electronic Messaging
You must use the Services lawfully, including complying with applicable laws relating to privacy, data protection, electronic messaging, intellectual property, consumer protection and marketing.
Where you use NEURALNET Services to send commercial electronic messages, you are responsible for ensuring the campaign and use of recipient data comply with applicable laws, including the Spam Act 2003 (Cth) where relevant.
You must not knowingly use the Services for spam, unlawful surveillance, fraud, harassment, deceptive conduct or other unlawful activity.
If you operate outside Australia or contact people in other jurisdictions, you are responsible for considering additional laws that apply.
26. No Guarantee of Commercial Results
NEURALNET provides systems, technology, data, implementation, automation, strategy and/or managed services according to the scope purchased.
Commercial outcomes depend on factors outside our control, including your offer, market, pricing, competition, sales capability, targeting, timing, follow-up and customer demand.
Unless expressly stated in a separate written guarantee, NEURALNET does not guarantee any specific number or level of leads, sales, meetings, responses, revenue, profit, conversions, inbox placement, return on investment or other commercial outcome.
Case studies and performance figures describe specific historical outcomes and do not guarantee future results.
27. Suspension and Termination
We may suspend or terminate access where reasonably necessary, including for material breach, non-payment, unlawful or abusive use, security risk, or conduct that materially threatens our systems, clients, suppliers or reputation.
Where practical and appropriate, we will provide notice and an opportunity to remedy a breach.
Termination does not remove obligations accrued before termination. Clauses that by their nature should survive termination continue to apply, including those dealing with payment, data you provide, intellectual property, indemnity, liability, dispute resolution and governing law.
28. Indemnity
To the extent permitted by law, you indemnify NEURALNET against claims, losses, liabilities, damages and reasonable costs (including reasonable legal costs) arising from:
• your material breach of these Terms or an Agreement Document;
• your unlawful use of the Services;
• infringement of another person's rights, including intellectual property or privacy rights, by you or by content, data or
• instructions you provide;
• a breach of your warranties about Client Data in section 16; or
• your breach of the terms of any third-party platform, software or service used in connection with the Services.
Your liability under this indemnity is reduced to the extent the loss was caused or contributed to by NEURALNET's own negligence, unlawful conduct or breach, or by any other matter for which liability cannot lawfully be excluded.
29. Limitation of Liability
Nothing in these Terms excludes, restricts or modifies any term, warranty, guarantee, right or remedy that by law (including the Australian Consumer Law) applies to these Terms and cannot lawfully be excluded, restricted or modified.
To the maximum extent permitted by law, NEURALNET is not liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, opportunity, goodwill or anticipated savings, business interruption, or loss or corruption of data, arising out of or in connection with the Services. This does not limit liability for loss caused by NEURALNET's fraud, wilful misconduct or gross negligence.
Where the law allows NEURALNET to limit its liability for breach of a statutory guarantee, our liability is limited, at our option, to supplying the relevant Services again or paying the cost of having them supplied again.
To the extent permitted by law, NEURALNET's aggregate liability arising from a Service is limited to fees paid by you to NEURALNET for the relevant Service during the period giving rise to the claim.
30. Disclaimer
Services are provided subject to the applicable plan, proposal or agreement and, to the extent permitted by law, on an "as available" basis.
Technology, third-party data and external platforms can experience outages, changes, delays or inaccuracies.
We may update products, functionality, pricing and service descriptions from time to time.
31. Events Outside Reasonable Control
Neither party is liable for delay or failure in performing its obligations to the extent it is caused by an event outside its reasonable control. Examples include natural disasters; fire, flood or storm; war, terrorism or civil disturbance; government action or a change in law or regulation; labour disruption; major telecommunications or internet outages; major outages of third-party cloud or platform services; and other events genuinely beyond the party's reasonable control.
The affected party must tell the other party about the event when reasonably practicable and use reasonable efforts to resume performance as soon as practicable.
This section does not excuse an obligation to pay money that is due.
32. Links to Other Websites
Our websites may contain links to third-party websites. We do not control those websites and are not responsible for their content, availability, privacy practices or terms.
33. Copyright Complaints
If you believe material made available through a NEURALNET website infringes your copyright, contact
[email protected] with sufficient information to identify the work, the allegedly infringing material and your contact details.
34. Dispute Resolution
If a dispute arises in relation to these Terms or the Services, the party raising it should give the other party written notice describing the dispute.
Before commencing court proceedings in relation to a dispute, the parties will first use reasonable efforts to resolve the dispute in good faith and, if unresolved, attempt mediation in Melbourne, Victoria.
35. Governing Law and Jurisdiction
These Terms are governed by the laws of the State of Victoria, Australia. The courts of Victoria have exclusive jurisdiction in relation to disputes arising out of these Terms. Before commencing litigation, the parties will first seek to resolve the dispute through mediation in Melbourne, Victoria, as set out in section 34.
36. Changes to These Terms
We may update these Terms from time to time. The current version will be published on our website with its last-updated date.
Where a change materially affects an existing paid Service, we will provide reasonable notice where appropriate. If you do not accept the change, you may cancel in accordance with section 7.
An update to these Terms does not override a term of a separately signed agreement, proposal or SOW that expressly varies these Terms. Those specifically agreed terms can be changed only in the way that document allows or by written agreement between you and NEURALNET.
37. General
Entire agreement. These Terms, together with the applicable Agreement Documents, form the entire agreement between you and NEURALNET relating to the relevant Services, and replace any earlier representations, discussions or arrangements on that subject. This does not exclude any liability that cannot lawfully be excluded.
Severability. If any provision of these Terms is illegal, invalid or unenforceable, it will be read down to the extent necessary or, if that is not possible, severed, without affecting the rest of these Terms.
Waiver. A waiver is effective only if given in writing, and applies only to the specific instance for which it is given. A failure or delay in exercising a right does not waive that right.
Assignment. You must not assign or transfer your rights or obligations under these Terms or an Agreement Document without NEURALNET's prior written consent. Subject to applicable law, NEURALNET may assign or transfer its rights and obligations as part of a restructure, sale or transfer of all or part of its business, and will notify you where appropriate.
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