These Terms of Service ("Terms") govern your access to and use of the website at www.nexusagency.au  ("Website") and the AI-powered products and services supplied by Nexus Agency (ABN 29 881 740 289), "we", "us", "our") (together, the "Services"). By accessing the Website, signing a quote, statement of work, or order form with us, or otherwise using the Services, you ("you", "your", "Client") agree to be bound by these Terms. If you do not agree, please do not use the Website or the Services.

If you are agreeing to these Terms on behalf of a business or other entity, you confirm you have the authority to bind that entity, and "you" refers to that entity.

1. About Us and What These Terms Cover

1.1 We design, build, configure, and support AI-powered chatbots, voice bots, and related automation tools (including SMS bots, appointment scheduling, lead generation and follow-up sequences, CRM integrations, and conversational AI design) which we supply to businesses under a quote, order form, or engagement agreement ("Engagement").

1.2 These Terms apply to (a) your use of the Website, and (b) your use of the Services once an Engagement is in place. Where an Engagement contains terms that conflict with these Terms, the Engagement prevails to the extent of the inconsistency.

2. Eligibility and Accounts
2.1 You must be at least 18 years old and have authority to contract on behalf of your business to use the Services.

2.2 Where an account is required to access the Services, you must provide accurate and current information and keep it up to date. You are responsible for all activity under your account and for keeping your login credentials confidential.

3. The Services

3.1 We provide AI-powered chatbot and automation solutions for businesses, which may include AI-powered SMS and voice bots, appointment scheduling, customer support automation, lead generation and nurturing, CRM integration, conversational AI design, and related automation tasks ("Services"), as described in your Engagement.

3.2 We may update, improve, or change the features of the Services from time to time, provided this does not materially reduce the Services you have paid for during a current billing period.

4. AI Services and Automation Disclaimer

4.1 Our AI tools generate responses using programmed logic, large language models, and training or knowledge base data you provide. While we take reasonable care in configuring the Services, you acknowledge that:

• AI-generated responses may occasionally be inaccurate, incomplete, or unexpected;

• we do not guarantee specific outcomes, conversion rates, lead volumes, or revenue results from using the Services;

• the Services are not a substitute for professional legal, medical, financial, tax, or accounting advice, and must not be used to provide such advice to your end users;

• AI performance depends on the quality and accuracy of the training data, knowledge base, and configuration you provide;

• you are responsible for reviewing and approving AI-generated communications, workflows, and configurations before they are relied upon or sent to your customers, particularly during initial setup and after any changes to your knowledge base.

4.2 You remain responsible for the content and conduct of your business's communications with its customers, including those sent or handled via the Services.

5. Your Responsibilities

5.1 You must not, and must not permit any end user or third party to, using the Website or Services:

• engage in unlawful, fraudulent, or deceptive activity;

• upload or transmit viruses, malware, or other harmful code;

• interfere with or disrupt the Website, our AI bots, or the Services;

• infringe the intellectual property or other rights of any person;

• use the Services to send spam, unsolicited messages, or communications in breach of the Spam Act 2003 (Cth) or other applicable telecommunications, privacy, or anti-spam legislation;

• reverse-engineer, decompile, extract, or attempt to derive the underlying AI models, prompts, conversational flows, or bot configurations, except to the extent this cannot lawfully be excluded.

5.2 You are responsible for obtaining any consents required from your own customers or end users before their data is collected or they interact with an AI-powered system, and for informing them that they may be interacting with an AI system, in accordance with the Privacy Act 1988 (Cth) and any other applicable law.

5.3 You must provide accurate, lawful, and non-infringing content, data, and instructions for use in configuring your chatbot(s), and you are responsible for ensuring you have the right to provide us with any data you upload.

6. Data Handling and AI Training

6.1 By using the Services, you acknowledge that interactions between your customers and your AI chatbot(s) may be recorded, stored, and analysed by us for the purposes of providing the Services, improving service quality, generating performance reports, and — unless you opt out in writing — improving our underlying AI systems.

6.2 We will handle personal information in accordance with our Privacy Policy at https://nexusagency.au/privacy  and the Australian Privacy Principles under the Privacy Act 1988 (Cth). Where you provide us with personal information about your customers or end users, you confirm you are authorised to do so and that appropriate notices and consents are in place.

7. Intellectual Property

7.1 Website and platform IP. All content on the Website, and all underlying software, AI chatbot frameworks, prompt designs, conversational flow templates, and bot-building tools (excluding any Client Content, defined below) are owned by us or our licensors and protected by copyright and other intellectual property laws. Nothing in these Terms transfers ownership of this underlying IP to you.

7.2 Your content. You (or your licensors) retain ownership of the data, text, branding, and other materials you provide to us for configuring your chatbot(s) ("Client Content"). You grant us a licence to use Client Content solely to provide, support, and improve the Services for you.

7.3 Configured bot. Subject to full payment of applicable fees, and unless your Engagement says otherwise, we grant you a non-exclusive, non-transferable licence to use the specific chatbot configuration built for you for the term of your Engagement. This licence does not extend to our underlying platform, frameworks, or generic prompt libraries, which remain our property.

7.4 You must not copy, modify, reverse-engineer, distribute, or create derivative works from any Website or platform content without our prior written consent, except as permitted by law or expressly allowed under your Engagement.

8. Fees and Billing

8.1 Fees for the Services are as set out in your Engagement. Unless stated otherwise, subscription fees are billed in advance on a recurring basis (e.g. monthly or annually).

8.2 We may change our fees on renewal by giving you at least [30] days' written notice. Continued use of the Services after a fee change takes effect constitutes acceptance of the new fees.

8.3 If payment is not received by the due date, we may suspend or deactivate your chatbot(s) and other Services until payment is made, without affecting any other rights we may have.

9. Service Availability

9.1 We will use reasonable efforts to keep the Services available, but we do not guarantee uninterrupted or error-free operation. Scheduled maintenance, third-party platform outages (including CRM, telephony, and messaging providers), and unforeseen technical issues may cause temporary disruption. Where reasonably practicable, we will give advance notice of planned downtime.

10. Third-Party Integrations and Links

10.1 The Services may integrate with, or the Website may link to, third-party platforms (including CRM systems, telephony providers, payment processors, and messaging platforms). We do not control and are not responsible for the content, practices, availability, or performance of these third-party services, and a link or integration is not an endorsement

11. Confidentiality

11.1 Each party must keep the other's confidential information (including business, technical, and pricing information not publicly available) confidential, and use it only to perform its obligations under these Terms and any Engagement, except where disclosure is required by law.

12. Limitation of Liability

12.1 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded.

12.2 Subject to clause 12.1, to the maximum extent permitted by law: (a) we are not liable for any indirect, special, or consequential loss, or for loss of profits, revenue, data, or leads, or missed appointments, arising from your use of the Website or Services; and (b) our total liability arising from or in connection with the Services is limited, at our option, to re-supplying the Services or the total fees you paid for the Service giving rise to the claim in the [three (3) months] before the claim arose.

13. Indemnity

13.1 To the extent permitted by law, you indemnify us and our officers, employees, contractors, and agents against any claims, losses, liabilities, and reasonable costs (including legal fees) arising from your misuse of the Website or Services, your breach of these Terms, or your infringement of any third party's rights, except to the extent caused by our negligence or breach of these Terms.

14. Terms, Suspension and Termination

14.1 These Terms apply from the date you first access the Website or Services and continue until your Engagement ends or is terminated in accordance with its terms.

14.2 We may suspend or terminate your access to the Website or Services at our reasonable discretion, with notice where practicable, including for breach of these Terms, non-payment, or unlawful or harmful use. On termination, your chatbot(s) may be deactivated and access to associated data and analytics may be revoked, subject to any data export or retention obligations we owe you under your Engagement or applicable law.

15. Privacy

15.1 Our collection and handling of personal information is governed by our Privacy Policy at https://nexusagency.au/privacy , which forms part of these Terms.

16. General

16.1 Governing law. These Terms are governed by the laws of NSW, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that State/Territory.

16.2 Amendment. We may update these Terms from time to time by posting an updated version on the Website. Material changes will be notified to active clients by email where practicable. Continued use after changes take effect constitutes acceptance.

16.3 Entire agreement. These Terms, together with any Engagement, form the entire agreement between you and us regarding the Services and supersede any prior discussions or agreements on that subject.

16.4 Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.5 No waiver. A failure to enforce a right under these Terms is not a waiver of that right.

16.6 Severability. If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions continue in full force.

17. Contact us

If you have any questions about these Terms, please contact us :

Nexus Agency

ABN: 29 881 740 289

Website: www.nexusagency.au

Email: [email protected]