TERMS OF SERVICE

Last updated October 1st, 2025

THESE MASTER TERMS GOVERN THE PROVISION OF SERVICES OFFERED BY SOPHIIE AI. BY EXECUTING AN ORDER FORM THAT REFERENCES THESE MASTER TERMS, THE CUSTOMER ACCEPTS AND AGREES TO ALL OF THESE TERMS AND CONDITIONS.

GENERAL
1. Parties
  1. A Customer may enter into an Order Form that is governed by these Master Terms.
  2. Where an Order Form is entered into by a Customer, reference to “Sophiie AI” refers to Sophiie AI Pty Ltd ACN 679 849 453 trading as Sophiie AI, and references to “Customer” refers to the Party named in the Order Form.
  3. Order Form(s) executed by the same entities, together with the Master Terms, collectively comprise a single Agreement between such entities only. Unless specified otherwise, if the Parties enter into more than one Order Form, then each additional Order Form shall be deemed to form a new and separate Agreement between the Parties (and the phrase “this Agreement” shall be deemed to reference the particular Agreement required by the context, independently of and separately from each other Agreement or other agreement between the Parties), unless the additional Order Form specifically states that it is supplementing and amending an existing Order Form.
2. Contract

This Agreement consists of the following documents:

the Order Form; and
1. these Master Terms.
1. Precedence
  1. These Master Terms apply to all Services provided by Sophiie AI to the Customer to the exclusion of any order or other document submitted by the Customer to Sophiie AI.
  2. If there is any conflict between any elements of the Agreement, the descending order of precedence will be (unless expressly stated otherwise for any particular terms): Order Form and related Annexure, Schedules, then the Master Terms.

ORDER FORM
1. Order Form process
  1. The Customer may request Services from Sophiie AI, in writing by completing and returning an Order Form to Sophiie AI.
  2. The Customer acknowledges and agrees that:
    1. by submitting an Order Form, the Customer is offering to acquire the relevant Services the subject of the Order Form at the price notified to the Customer by Sophiie AI and as recorded in the Order Form, the acceptance of which Order Form by Sophiie AI gives rise to a legally binding agreement between Sophiie AI and the Customer on the terms and conditions contained in this Agreement and the relevant Order From, which cannot be varied, cancelled or revoked without Sophiie AI’s written consent (which Sophiie AI may, in Sophiie AI’s sole discretion, withhold or provide subject to such conditions as Sophiie AI sees fit);
    2. Sophiie AI may act upon the instructions of any person purporting to be an employee or Representative of the Customer, or purporting to act on the Customer’s behalf, without the necessity to check the authority of that person, although Sophiie AI may require written instructions from the Customer prior to processing an Order Form, at Sophiie AI’s sole discretion; and
    3. Sophiie AI may accept or reject any Order Form (in Sophiie AI’s sole discretion without providing reasons). In so rejecting, Sophiie AI shall not incur any liability or obligation to the Customer.
2. Term
  1. Subject to acceptance of the Order Form by Sophiie AI, the Agreement commences on the Commencement Date on a subscription basis (if specified in the Order Form) and shall continue on a automatically renewing basis for the same period as the initial Term unless terminated.
  2. The Customer may terminate this Agreement at any time by providing thirty (30) days written notice to Sophiie AI.
  3. Sophiie AI may modify the Fees by providing at least thirty (30) days written notice to the Customer prior to such change taking effect.
  4. The Agreement will remain in force until termination of this Agreement pursuant to the Termination clause.
PROVISION OF SERVICES
1. Subject to acceptance of the Order Form by Sophiie AI and payment of applicable Fees, Sophiie AI agrees to provide the Customer with the Services and Documentation, as specified in the relevant Order Form, during the Term on the terms and conditions contained in this Agreement.
2. The Services are provided on a non-exclusive basis.
LICENCE
1. Trial License for Services
  1. If the Customer wishes to evaluate the Services, the Customer may request a trial licence from Sophiie AI, which Sophiie AI may permit or reject in its absolute discretion. If Sophiie AI permits the Customer a trial licence to the Services, such licence is expressly for trial purposes only (“Trial Licence”).
  2. The Trial Licence to use the Services shall, unless specified otherwise, be at no charge to the Customer and shall be:
    1. subject to the terms of this Agreement;
    2. solely for trial, non-production purposes only; and
    3. on an “as is” basis, without warranties or other Services of any kind.
  3. Sophiie AI shall specify the duration of time for the Trial Licence in writing. Following the end of the Trial Licence, unless converted to a standard full license on the terms of this Agreement, the Customer will immediately cease using and will permanently remove any such trial Services.
2. Grant of Licence to use the Services
  1. In consideration for the Fees, Sophiie AI agrees to provide a licence to the Customer on a non-exclusive, non-transferable and non-sub-licensable basis to permit the Customer to access and use the Services for the Term solely for the Customer’s internal and ordinary business purposes and on the terms and conditions of this Agreement.
  2. Unless recorded in the Order Form, the Customer acknowledges that the Services are not designed to the Customer’s individual requirements and that Customer is solely responsible for confirming that the Services meet such requirements. The Customer agrees that, unless specified otherwise, its license of the Services is not contingent on the delivery of any future functionality or features, or dependent on any statements made by Sophiie AI regarding possible future functionality or features.
3. Usernames and passwords
  1. The Customer may be required to sign up to a portal (or similar) to use the Services, and if so, may be required to create a username and password (“Credentials”).
  2. The Customer acknowledges that it is solely responsible for:
    1. maintaining the confidentiality of the Credentials; and
    2. all access and use of the Services that results from any person using the Credentials.
  3. The Customer must implement security measures to ensure that no unauthorised person may gain access to the Services using the Credentials or otherwise.
  4. The Customer may create an account and use the Services only if:
    1. Customer’s representative is eighteen (18) years of age or older (or has reached the age of majority in their place of residence, if higher) (Minimum Age); and
    2. such representative has the legal authority to bind the Customer.
  5. By creating an account, inviting users, or using the Services, the Customer represents and warrants that its representative and each user meets the Minimum Age and is acting for the Customer in the course of employment or business.
  6. The Customer must not permit individuals who do not meet the Minimum Age to access the Services including but not limited to any administrative, reporting, developer or billing features.
  7. Without limiting any other rights or remedies available to Sophiie AI under this Agreement, Sophiie AI reserves the right to monitor compliance with these use provisions and to investigate potential violations. If Sophiie AI believes, in its sole discretion, that a violation of this provision has occurred, it may take any action it deems appropriate, including but not limited to issuing warnings, suspending or terminating access to the Services.
4. Audit
  1. Sophiie AI and its Personnel may audit the Customer’s use of the Services to verify the Customer’s compliance with this Agreement.
  2. If such audit reveals that any Credentials have been provided to or accessed by any Third Party not authorised by the Customer, then, without prejudice to Sophiie AI’s other rights, the Customer (or Sophiie AI on behalf of the Customer) must promptly disable such Credentials.
5. Customer obligations

At all times during the Term, the Customer must (at its cost):

obtain and maintain all reasonable hardware, software, subscriptions, Third Party Products and communication equipment necessary for it to access and use the Services, and ensure that they comply with:
1. applicable specifications and guidelines set out in the Documentation (if any); and
  1. all reasonable security standards and any requirements otherwise communicated to the Customer by Sophiie AI from time to time;
  2. provide Sophiie AI with all reasonably necessary co-operation and access to its systems, data and Personnel as may be required by Sophiie AI to provide the Services;
  3. comply with all Relevant Laws, including without limitation all applicable privacy, data protection, and telecommunications laws and regulations regarding call recording and artificial intelligence disclosures;
  4. comply with all reasonable directions, policies and guidelines of Sophiie AI as notified from time to time; and
  5. perform all of its obligations in a timely and efficient manner.
1. Access and use restrictions
  1. During the Term, the Customer must not knowingly access, store, distribute or transmit:
    1. any viruses, worms, trojans, malicious code or similar harmful materials on or through the Services; or
    2. any material, data or content that:
      1. is unlawful or a contravention of the rights of any Third Party;
      2. facilitates illegal activity;
      3. causes damage or injury to any person or property; or
      4. corrupts, degrades or disrupts the operation or functionality of the Services.
  2. During the Term, The Customer must not, must not attempt to, and must not assist any Third Party to knowingly:
    1. adapt, alter, copy, create derivative works from, display, distribute, download, duplicate, frame, mirror, modify, republish, reverse engineer or transmit all or any portion of the Services, Documentation or their outputs by any means;
    2. infringe Sophiie AI’s Intellectual Property;
    3. build a product or service which competes with the Services;
    4. assign, licence, transfer any rights in, or otherwise commercially exploit, the Services;
    5. engage in illegal behaviour or any of the following:
      1. unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorisation of the owner of the system or network;
      2. interference with service to any user, host or network, including mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks;
      3. use of an internet account or computer without the owner’s authorisation; or
      4. collecting information by deceit, including internet scamming, password robbery, phishing, security hole scanning and port scanning;
    6. remove any proprietary notices related to the Services or the Documentation;
    7. repackage, re-bundle, rename or merge any part of the Services or the Documentation;
    8. challenge Sophiie AI’s ownership, or the validity, of the Services, the Documentation or any other item or material created or developed by or on behalf of Sophiie AI under or in connection with the Agreement (including but not limited to the Intellectual Property Rights in those items); or
    9. create new products or services having the same or similar function as the Services as a means of re-pricing or re-selling such products or services.
2. Sophiie AI obligations
  1. During the Term, Sophiie AI must provide the Services to the Customer and perform all of its obligations in accordance with the Documentation and in a timely and efficient manner with reasonable skill and care, exercising the requisite competence, diligence, qualifications and expertise expected of an experienced and competent provider of similar services.
  2. The obligations under clause 4.7(a) will not apply in the event of:
    1. any non-conformance which is caused by use of the Services by the Customer contrary to the Documentation, Sophiie AI’s written instructions or the terms of this Agreement;
    2. modification or alteration of the Services by any party other than Sophiie AI; or
    3. the unsuitability or malfunction of the Customer’s network, systems, computer hardware or software.
3. Remedial action
  1. In the event Sophiie AI fails to provide the Services in accordance with this Agreement generally and following notice from the Customer, Sophiie AI will use reasonable endeavours to:
    1. correct any such non-conformance; or
    2. provide the Customer with an alternative means of accomplishing the desired outcome,

in such reasonable time as to mitigate any delay and/or negative impact on the Customer’s operations and obligations that it has to its Customers or any Relevant Law.

Notwithstanding the foregoing and subject to requirements of any Relevant Laws, Sophiie AI:
1. does not warrant that the Customer’s use of the Services will be uninterrupted, error-free, or free from malware (including viruses), nor that the Services and any information obtained by the Customer through the Services will meet its requirements;
  1. is not responsible for any delays, delivery failures, or any other Loss resulting from the transfer of data over communications networks and facilities and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities or networks; and
    1. is not responsible for the reliability, accuracy or currency of any information or Customer Data. The Customer is solely responsible for uploading or submitting to the Service the most up-to-date information or Customer Data.
1. Recording acknowledgement

The Customer acknowledges and agrees that Sophiie AI may record calls as part of the Services, and that the Customer is responsible for ensuring all necessary disclosures regarding call recording are made to its end users in accordance with Relevant Laws, including but not limited to the Telecommunications (Interception and Access) Act 1979 (Cth) and state-specific surveillance laws.

Artificial intelligence (AI) acknowledgment
1. The Customer acknowledges that the Services provided by Sophiie AI are based on artificial intelligence (AI) technology. The Customer further acknowledges that while Sophiie AI endeavours to maintain the accuracy and reliability of the AI-driven Services, there are inherent risks associated with AI technology, including but not limited to errors in data processing, biases, inaccuracies in AI-generated responses, and potential system vulnerabilities.
  1. The Customer agrees to review and verify any AI-generated outputs and assumes responsibility for any decisions made based on such outputs.
  2. The Customer acknowledges its responsibility to obtain necessary consents and make required disclosures regarding AI-powered call answering and recording.
  3. Sophiie AI shall not be liable to the Customer or any Third Party for any Loss arising from the Customer’s use or reliance on AI-generated data or decisions.
1. Support services
  1. Sophiie AI will provide the Customer with Sophiie AI’s standard customer support services during Normal Business Hours in accordance with the Documentation as made available from time to time.
2. General maintenance
  1. Sophiie AI will use reasonable endeavours to make the Services accessible 24 hours a day, 7 days a week with a target uptime of 99.9%, except for:
    1. planned maintenance carried out at times advised in writing in advance by Sophiie AI; and
    2. unscheduled maintenance which may need to be performed from time to time. Sophiie AI will, where practicable, use reasonable endeavours to conduct any unscheduled maintenance outside of Normal Business Hours, or during hours as agreed to with the Customer.
  2. In the event that the Customer is hosting any components of the Services locally, Sophiie AI’s responsibility for general maintenance is limited accordingly, and covers only maintenance issues relating to the Services’ core functionality (and similar).
3. Modification and discontinuance of the Services
  1. Sophiie AI may add, modify or discontinue any functionality, feature or any other aspect of the Services, subject to the notice requirements in this Agreement for material changes.
  2. Where there is a material change in the core functionality of the Services, then the Customer will be notified of the change in writing at least thirty (30) days prior to implementation and the Customer will be entitled to terminate this Agreement by notice to Sophiie AI. If the Customer does not notify Sophiie AI of termination within fourteen (14) days of receipt of the notice, then the Customer will be taken as having agreed to vary this Agreement to include the material change as proposed in the notice.
4. Hosting the Services
  1. In the event that Sophiie AI is hosting the Services, the Customer acknowledges and agrees that:
    1. the Services are accessible online and are built as ‘cloud-based’ applications;
    2. Sophiie AI may require elements of the Services to be hosted by Third Party providers;
    3. this is reasonable considering the nature of the Services, and that Sophiie AI may not be able to deliver the Services in their current or future form and to the standard necessary if Sophiie AI did not utilise the hosting services of Third Party providers;
    4. certain functions are outside of Sophiie AI’s control, including (but not limited to):
      1. cloud services for servers;
      2. proprietary and internal code, which may include bugs, errors and exploits;
      3. actions by malicious, state-sponsored and hostile actors;
      4. hardware and connection failure; and
      5. data storage and backup.
  2. The Customer releases and indemnifies Sophiie AI fully for any damages the Customer incurs as a result of the mismanagement, negligence or any other acts or omissions by Third Party providers in their provision of servers, hosting and cloud technology.
  3. Sophiie AI reserves the right to nominate a different server, Third Party provider or cloud-based architecture at any time in their sole discretion.
5. Services not locally available

Unless agreed otherwise, the Customer acknowledges and agrees that the Services will only be accessible using the internet (or other connection to Third Party servers) and will not be available “locally” from the Customer’s own servers or within the Customer’s own local operating system environments.

Integration with Third Party Products
1. The Customer’s access to the Services may enable the Customer to use, access or otherwise integrate with Third Party Products.
  1. Sophiie AI makes no representations and will have no liability or obligation whatsoever in relation to the Third Party Products.

(c) Sophiie AI does not endorse, sponsor, or approve any Third Party Products made available via the Services (if any). It is the Customer’s sole responsibility to determine that specific products or services, introduced or used by the Customer, meets the needs of its business or requirements and are suitable for the purposes for which they are used. Sophiie AI makes no representations or warranties regarding any Third Party Products and shall not be liable for any losses, damages, or issues arising from the Customer’s use of such Third Party Products.

Additional Services
1. Subject to compliance by the Customer with this Agreement, the Customer may, at any time during the Term, request Sophiie AI to provide Additional Services in relation to the Services by giving Sophiie AI a written proposal to that effect including in relation to:
  1. any customised training requested by the Customer in relation to accessing and using the Services;
    1. any changes or modifications to the Services customised for the Customer’s specific needs or requirements; and
    2. a new Service Feature.
  2. Sophiie AI will consider any requests for Additional Services and will notify the Customer within ten (10) Business Days whether Sophiie AI:
    1. agrees to provide the Additional Services as set out in the Additional Service Proposal, including the applicable fees;
    2. does not agree to provide the Additional Services, which Sophiie AI may decide in its absolute discretion; or
    3. does not agree to provide the Additional Services as set out in the Additional Service Proposal, but offers to provide some of those services and/or similar services, whether for the fee proposed in the Additional Service Proposal or otherwise.
  3. An accepted Additional Service Proposal will be binding on the Parties and shall form part of this Agreement.
1. Acceptable Use

The Customer acknowledges that use of the Services is also subject to the Acceptable Use Policy as published on the Sophiie AI website. Any material changes to the Acceptable Use Policy will be notified to the Customer at least 30 days prior to implementation.

Use of Services Outside Australia
1. Sophiie AI makes no representation or warranty that the use of the Services will be possible or legal in jurisdictions outside of Australia.
  1. If the Customer chooses to access or use the Services in any jurisdiction other than Australia, the Customer does so at their own risk and assumes full responsibility for compliance with all applicable laws, regulations, and standards.
  2. The Customer agrees to indemnify, defend, and hold harmless Sophiie AI from and against any claims, damages, liabilities, losses, and expenses (including legal fees) arising out of or in connection with the Customer’s use of the Services in any jurisdiction other than Australia.
FEES AND PAYMENT TERMS
1. Payment of Fees
  1. In consideration for Sophiie AI’s provision of the Services, the Customer must pay the Fees, including any Fees which are on a recurring basis, as specified in the Order Form using the Payment Method. The Fees shall be payable in advance, with payment due upon invoice.
  2. Where applicable, the Fees will be automatically charged to the Customer’s designated Payment Method at the times specified in the Order Form.
  3. If GST is imposed on a supply made under, or in connection with, this Agreement, the recipient of the supply must pay Sophiie AI an amount equal to the GST payable on the supply in addition to, and at the same time as, any consideration for the supply.
2. Authority to charge
  1. By signing this Agreement, the Customer expressly authorises Sophiie AI to perform credit and security checks and, where reasonably necessary, to transmit or obtain information about the Customer to or from Third Parties, including Payment Method information, for the purposes of payment processing, fraud prevention, and credit validation. Such information sharing will be conducted in accordance with applicable Privacy Laws and Sophiie AI’s Privacy Policy.
  2. If the nominated Payment Method is a credit card or direct debit, the Customer authorises Sophiie AI to charge such credit card or direct debit for the nominated Fee or such other agreed amount. The Customer further authorises Sophiie AI to use a Third Party to process payments, and consents to the disclosure of its payment information to such Third Party.
3. Storage of payment information

The Customer’s payment information may be processed and stored through a Third Party payment processor. The Customer’s data will be stored in accordance with the relevant Third Party’s privacy policy.

Outstanding amounts
1. If the Customer fails to pay Sophiie AI any part of the Fees or any amount owing under this Agreement by the due date, without limiting any other remedies available to Sophiie AI, Sophiie AI may, in its discretion, either:
  1. immediately suspend provision of the Services (without liability to the Customer) until all overdue amounts are paid in full; and
    1. charge interest on such amount in accordance with clause 5.6; or
    2. terminate this Agreement.
  2. The Customer must pay Sophiie AI all costs incurred in recovering any outstanding amounts owing under this Agreement.
1. Disputed Fees

If the Customer disputes any Fees, then it will notify Sophiie AI in writing of such dispute, and will pay any Fees to the extent that they are not disputed. Disputed Fees must be managed and resolved in accordance with the dispute resolution process set out in clause 11 of this Agreement.

Interest

If any amount payable to Sophiie AI under this Agreement has not been paid by the Customer by the due date for payment, provided that such amount is not disputed under clause 5.5 above, Sophiie AI may charge interest on the amount outstanding (at the rate prescribed under the Civil Proceedings Act 2011 (Qld) or if this is greater than permitted by law then the highest rate permitted by law) from the due date for payment until such time as full payment of the outstanding amount is made by the Customer.

EXPIRY AND TERMINATION
1. Expiry of Term

The Term will expire, and the Agreement terminate, at the end of the Term as the case may be.

Termination
1. The Customer may terminate this Agreement at any time by providing thirty (30) days’ written notice to Sophiie AI.
  1. Either Party may terminate this Agreement with immediate effect if the other Party:
    1. commits a breach of any of its material obligations under this Agreement that is not capable of remedy;
    2. commits a breach of any of its material obligations under this Agreement, and if the breach is capable of remedy, does not remedy that breach within fourteen (14) days after receipt of notice of the breach or any further time allowed by the non-defaulting Party;
    3. suffers an Insolvency Event (and the Corporations Act does not prevent the Party from terminating);
    4. breaches any material Relevant Law;
    5. supplies any materially incomplete, false or misleading information; or
    6. engages in wilful misconduct, fraud, an unlawful act or omission or negligence; and
  2. Either Party may terminate this Agreement by giving notice with immediate effect if a Force Majeure Event continues for more than thirty (30) consecutive days.
1. Effect of termination

Upon termination of this Agreement for any reason:

all licences and rights of access granted under this Agreement, including but not limited to access and use of the Services, will immediately cease and terminate;
1. upon termination, the Customer will pay any outstanding Fees owing to Sophiie AI up to the effective date of termination; and
  1. the Customer must immediately destroy, delete or return to Sophiie AI (at Sophiie AI’s election) all Confidential Information of Sophiie AI in its possession, custody or control and, in the case of destruction, certify to Sophiie AI that it has done so (if requested by Sophiie AI, by way of statutory declaration or similar).

INTELLECTUAL PROPERTY
1. General
  1. Nothing in this Agreement assigns, transfers or grants any right, title or interest in or to a Party’s Intellectual Property, other than as expressly stated in this Agreement.
  2. Except for the rights granted to the Customer in this Agreement, the Customer acknowledges and agrees that all Intellectual Property subsisting in, or otherwise underlying, the Services, Additional Services, Documentation, and any related materials, technology or modifications, is owned by, or licensed to, Sophiie AI.
  3. The Customer acknowledges and agrees that the Services and Documentation, including all related technology, methods of operation, modifications, enhancements, and improvements are proprietary material which contain valuable trade secrets of Sophiie AI.
  4. The Customer must not submit, publish or upload any Customer Data through the Services unless the Customer has the right to do so.
2. Licence to Sophiie AI
  1. The Customer grants to Sophiie AI a non-exclusive, non-transferrable, royalty free licence to copy, modify, and use the Customer Data and its Background Intellectual Property exclusively for the purposes of providing the Services under this Agreement and on the terms of this Agreement.
  2. The Customer grants Sophiie AI permission to use and publish its name, logos and trade marks, together with reference to the fact that the Customer is a customer of Sophiie AI.
3. Feedback

If the Customer provides Sophiie AI with ideas, comments or suggestions relating to the Services or Documentation (“Feedback”):

all Intellectual Property Rights in such Feedback, and anything created as a result of such Feedback (including new material enhancements, modifications or derivative works), are owned solely by Sophiie AI; and
1. Sophiie AI may use or disclose any Feedback for any purpose.

CONFIDENTIAL INFORMATION
1. Obligation not to disclose Confidential Information
  1. Both Parties must keep the Confidential Information disclosed to each Party by the other Party confidential, and not disclose it except:
    1. to its Representatives for the purpose of performing its obligations under this Agreement;
    2. as required by law or a regulatory body (including a relevant stock exchange), court or governmental or administrative authority, subject to clause 8.2;
    3. as permitted or required by each Party, where such permission or requirement can only be performed by prior written consent of the disclosing party; or
    4. to its professional advisers engaged to provide legal, taxation or accounting advice, and to the extent necessary.
  2. Each Party must comply with any direction of the other Party to return, destroy or permanently delete all copies of the Confidential Information (to the extent reasonably practicable), at any time, at each Party’s expense.
2. Disclosure
  1. Any disclosure made under clause 8.1(a)(i) or 8.1(a)(iv) must be on terms no less restrictive than this Agreement.
  2. Each Party must notify the other Party prior to disclosing any information pursuant to clause 8.1(a)(ii), and provide the other Party the opportunity to challenge the requirement or redact information not required to be disclosed.
3. Uncertainty

If there is any uncertainty as to whether any information is Confidential Information, that information must be treated as Confidential Information.

Survival

This clause 8 applies as long as the information remains Confidential Information, regardless of whether the Agreement, and the resulting subscription, is active or terminated.

Customer Data
1. Sophiie AI acknowledges that the Customer Data, including all recorded calls and transcripts, is or is to be the property of the Customer and that all the Customer Data is Confidential Information.
  1. Sophiie AI must ensure that the Customer Data is, to the extent practicable, identified as the property of the Customer.
  2. Sophiie AI will provide the Customer with continuous self-service access to Customer Data through the Services’ standard user interface, APIs, and export tools, with a targeted 99.9% monthly uptime as described in the applicable Service Levels and subject to reasonable planned maintenance periods and Force Majeure events.
  3. Should the Customer require access to or export of Customer Data in a format or manner not provided by the standard Service functionality, the Customer may submit a written request to support@sophiie.ai specifying the requested scope, time period, and preferred standard machine-readable format (e.g. CSV, JSON, or for media files, WAV/MP3/MP4). Sophiie AI will use commercially reasonable efforts to fulfil such requests within twenty-one (21) Business Days of receipt of a complete and clear request.
  4. Standard self-service access and exports will be provided at no additional cost. Custom or bespoke exports that require material engineering effort, incur third-party costs, or require non-standard formats may be subject to reasonable professional services fees to be agreed in advance with the Customer.
  5. Sophiie AI may refuse, defer, or limit a data access or export request where compliance would breach applicable laws, regulations, third-party rights, confidentiality or security obligations, impose a disproportionate burden, or be technically infeasible. In such cases, Sophiie AI will notify the Customer in writing of the reason for the refusal, deferral or limitation, and will, where practicable, work with the Customer to provide an alternative solution that is reasonably equivalent.
  6. Sophiie AI must only access, use, process and store the Customer Data solely for the purpose of performing its obligations under this Agreement and providing the Services to the Customer.
PRIVACY AND SECURITY
1. Compliance with Privacy Act
  1. The Parties undertake to each other that they shall comply with Privacy Laws in relation to their collection, use or disclosure of Personal Information in connection with the Services.
  2. The Customer shall comply with all applicable call recording and monitoring laws throughout the Term, including but not limited to requirements for consent and disclosure, in respect of all Personal Information it passes, uses or discloses to Sophiie AI.
  3. Sophiie AI shall comply with the Privacy Laws and the Privacy Policy in respect of all Personal Information collected, used or disclosed from, or on behalf of, the Customer in accordance with this Agreement.
  4. Without limiting the above clause, Sophiie AI must, in relation to all Personal Information that Sophiie AI may hold in connection with this Agreement:
    1. protect, at all times, any Personal Information it holds in connection with this Agreement against any misuse, interference or loss or unauthorised access, modification or disclosure;
    2. promptly notify the Customer if it becomes aware of, or suspects, any misuse, interference or loss or unauthorised access, modification or disclosure of Personal Information; and
    3. have in place policies, processes and systems for detecting any misuse, interference or loss or unauthorised access, modification or disclosure of Personal Information.
  5. Sophiie AI shall:
    1. ensure that its staff who collect, use or disclose Personal Information have had the necessary training regarding the handling and security of Personal Information and have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
    2. at the choice of the Customer, as soon as reasonably practicable destroy, anonymise or return all the Personal Information to the Customer after the end of the provision of Services relating to the collection, use or disclosure, and destroy or de-identify all copies unless storage of the Personal Information is required by law and/or to carry out contractual obligations and on request provide written confirmation that it has done so;
    3. make available to the Customer all information necessary to demonstrate compliance with the obligations set out in this clause, subject to the Customer paying Sophiie AI’s reasonable costs in collating any such information; and
    4. inform the Customer if, in its opinion, an instruction infringes Privacy Laws.
  6. The Parties acknowledge and agree that:
    1. they are bound by the ‘Information Privacy Principles’ (“IPPs”) set out in the Privacy Act and any code of practice made under the Privacy Act that applies to the Parties (“Code of Practice”) with respect to any act done, or practice engaged in, by the Parties for the purposes of this Agreement in the same way and to the same extent as the other Party would have been bound by them had it been directly done or engaged in by that Party; and
    2. the IPPs and any applicable Code of Practice are enforceable against the other Party and any subcontractor in accordance with the procedures set out in the Privacy Act or the Code of Practice.
  7. Without limiting the generality of the preceding clauses, each Party must:
    1. not use or disclose any Personal Information other than for the purpose of performing its obligations under this Agreement;
    2. ensure that access to the Personal Information is given only to those Party Personnel who reasonably require access for the purpose of that Party carrying out its obligations under this Agreement;
    3. immediately notify the other Party if they become aware of an actual or potential breach of any Privacy Law by itself or any of its Personnel or if it receives a complaint by an individual in relation to the handling of their Personal Information;
    4. promptly provide the other Party with any information or assistance reasonably requested by the Party for the purposes of investigating an actual or potential breach of Privacy Laws or a complaint;
    5. comply with all directions given by the other Party to rectify or minimise any breach of Privacy Laws or any complaint;
    6. cooperate, and provide the other Party with assistance in cooperating, with any investigations or recommendations made by a Privacy Regulator in connection with the handling of Personal Information in the course of complying with its obligations under this Agreement; and
    7. provide the other Party with any assistance reasonably requested by the Party for the purposes of such Party complying with any Privacy Laws, including without limitation by responding to a request by any individual for access to their Personal Information.
2. Industry specific privacy and consent requirements
  1. The Customer acknowledges and warrants that it possesses the requisite knowledge and understanding of any industry-specific compliance requirements applicable to its business operations, including those relating to heightened data safety or privilege obligations.
  2. The Customer further acknowledges that it is solely responsible for ensuring that its use of the Services complies with all relevant laws, regulations, and industry standards pertaining to its operations and that it is not the responsibility of Sophiie AI to review, advise, or ensure compliance with such requirements.
  3. The Customer uses the Services at its own risk and agrees to indemnify, defend, and hold harmless Sophiie AI, its affiliates, and Personnel from and against any and all claims, damages, liabilities, losses, and expenses (including legal fees) arising out of or in connection with any non-compliance by the Customer with any applicable industry-specific privacy and/or disclosure and consent requirements.
3. Data security

Sophiie AI undertakes to maintain and implement appropriate security policies and procedures throughout the Term, at its own cost, to protect Customer Data and ensure the continuous and secure delivery of the Services. These policies shall include specific measures for call recording security and data protection to minimise the effect of any security incidents affecting the Services.

Data breaches
1. Where a Party becomes aware that there are reasonable grounds to suspect that there may have been an Eligible Data Breach relating to Personal Information that is jointly held by the Customer and Sophiie AI in connection with this Agreement, or, that there are reasonable grounds to believe that there has been an Eligible Data Breach, that Party must:
  1. immediately notify the other Party in writing of all relevant circumstances;
    1. if that Party suspects an Eligible Data Breach may have occurred, in accordance with the Privacy Act, carry out an expeditious assessment of whether there are reasonable grounds to believe that the relevant circumstances amount to an Eligible Data Breach within thirty (30) calendar days (or such other shorter period set out in the Privacy Act) and promptly report all findings in writing to the Customer; and
    2. if that Party believes an Eligible Data Breach has occurred, unless notified otherwise in writing by the other Party:
      1. immediately carry out a detailed investigation into the circumstances relating to the Eligible Data Breach;
      2. take all reasonable action to mitigate the risk of the Eligible Data Breach causing serious harm to any of the individuals to whom the Personal Information relates; and
      3. take any other action as reasonably directed by the other Party.
  2. The relevant Party must, as soon as practicable:
    1. prepare a statement for the Office of the Australian Information Commissioner (“Commissioner”) that complies with the Privacy Act and includes:
      1. the identity and contact details of the Customer and Sophiie AI;
      2. a description of the Eligible Data Breach that the Party has reasonable grounds to believe has happened;
      3. the kind or kinds of Personal Information concerned; and
      4. recommendations about the steps that individuals should take in response to the Eligible Data Breach.
    2. with the prior approval of the other Party, provide the statement prepared to the Commissioner:
      1. notify affected individuals in the manner as directed by the Customer; and
      2. take any other action as reasonably directed by the other Party.
  3. For the avoidance of doubt, this clause does not in any way prevent a Party from complying with its duties under Privacy Laws.
  4. The relevant Party will bear the costs and expenses of assessing, mitigating, remediating and providing notification of the actual or suspected Eligible Data Breach caused solely by such Party or its Personnel.
  5. Where a Party fails to comply with the Privacy Laws, it shall keep the other Party indemnified in full and hold the other Party harmless against all costs, expenses, damages and direct losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the other Party as a result of, or in connection with, any Claim made against the other Party in respect of any use of such Personal Information in breach of this Agreement arising from that Party’s failure to comply with its obligations except to the extent that the costs, expenses, damages and direct losses are as a result of or contributed to by the other Party and any Third Party or contractor of such Party.
  6. In the event that the Customer is served with a Technical Assistance Request, Technical Assistance Notice or Technical Capability Notice under the Telecommunications Act 1997 (Cth) or a Computer Access Warrant under the Surveillance Devices Act 2004 (Cth) (or similar) which would compel the Customer to access, or provide access to, any part of the Services on behalf of any Third Party, the Customer shall take all actions available to it to dispute such a notice. Any dispute shall include a submission that, where the notice or warrant relates to the Services, that notice should instead be served on Sophiie AI.
1. Insurance

Sophiie AI recommends that the Customer obtain and maintain cyber insurance to the appropriate level assessed by a reputable insurance company.

Personal Information and other sensitive data

The Customer warrants that, in relation to any Customer Data comprising Personal Information, call recordings, or otherwise sensitive data:

it has been collected in accordance with the Privacy Policy and applicable Privacy Laws; and
1. it has obtained all necessary Approvals and consents to make such information available to Sophiie AI for the purposes of performing its obligations under this Agreement, including explicit consent for AI-powered call recording and processing where required by applicable laws.
1. Other policies

Where not specifically dealt with in this Agreement, the Customer acknowledges that Sophiie AI will collect, store and use data in accordance with the Privacy Policy and website terms of use (www.sophiie.ai) as amended from time to time.

WARRANTIES, LIABILITY AND INDEMNITY
1. Mutual warranties

Each Party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting Party.

Sophiie AI warranties
1. Sophiie AI warrants that it will carry out the Services and all of its obligations under this Agreement in accordance with the Documentation and with reasonable skill and care, exercising the requisite competence, diligence, qualifications and expertise expected of an experienced and competent provider of similar services.
  1. Sophiie AI warrants that it shall implement and maintain industry-standard security measures to prevent malicious code, viruses, or other harmful components from being introduced into the systems used to provide the Services.
  2. Sophiie AI has obtained at its own cost all licences, Third Party approvals and consents required by it to lawfully perform its obligations under this Agreement.
  3. Sophiie AI will take all reasonable steps to ensure that security at its premises and systems is adequate to prevent unauthorised access to the Customer’s data in Sophiie AI’s possession or control (whether confidential or otherwise).
1. Breach of warranty

Subject to clause 11, if the Services do not meet the warranty in clause 10.2, Sophiie AI must, at its option and cost, remedy or enhance the Services so that they meet and satisfy that warranty. The remediation or enhancement of the Services as described in this clause will be the Customer’s sole remedy against Sophiie AI for a breach of warranty under this clause 10.

Exclusion of warranty cover

Sophiie AI is not obliged to remedy or enhance the Services under clause 10.2 to the extent that the defect or issue arises from or in connection with:

a modification or alteration of the Services by any person other than Sophiie AI; or
1. a breach of the Agreement by the Customer, including use of the Services by the Customer or its Personnel in a manner or for a purpose not reasonably contemplated by the Agreement, the Documentation or not authorised in writing by Sophiie AI.
1. Non-excludable Obligations
  1. To the extent that the Customer acquires goods or services from Sophiie AI as a consumer within the meaning of the Australian Consumer Law, the Customer may have certain rights and remedies (including rights in relation to consumer guarantees) that cannot be excluded, restricted or modified by agreement.
  2. Nothing in this Agreement operates to exclude, restrict or modify the application of any condition, warranty or provision implied by law, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law or any other statute where to do so would:
    1. contravene that statute; or
    2. cause any term of this Agreement to be void,

(“Non-excludable Obligation”).

Maximum aggregate liability

The maximum aggregate liability of Sophiie AI under or in connection with the Agreement or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed an amount equal to the greater of:

the Fees paid by the Customer in the twelve (12) months immediately preceding the event giving rise to liability; or
1. any minimum amount required by applicable law.
1. Mitigation

Each Party must take reasonable steps to mitigate any Loss, damage, cost, or expense it may suffer or incur arising out of anything done or not done by the other Party under or in connection with the Agreement.

Exclusion of Consequential Loss

Except in relation to Non-excludable Obligations and notwithstanding any other term of this Agreement, Sophiie AI will not be liable to the Customer or any other person for any Consequential Loss suffered as a result of this Agreement.

No warranties or guarantees

Except in relation to Non-excludable Obligations or as specified elsewhere in this Agreement:

all conditions, warranties, guarantees, rights, remedies, liabilities or other terms that may be implied or imposed by custom or law are expressly excluded under this Agreement;
1. Sophiie AI makes no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, currency or security of the Services; and
  1. Sophiie AI will not be responsible for any Loss, destruction, alteration, corruption or disclosure of any Customer Data caused by an act or omission of the Customer or any Third Party.
1. Indemnity

The Customer indemnifies, and must continue to indemnify, Sophiie AI against any liability incurred by Sophiie AI in respect of damage to property, death or personal injury or any Loss, caused by the Customer, its Related Bodies Corporate or any Personnel of those entities doing any of the following:

breaching this Agreement;
1. breaching any Relevant Law;
  1. infringing any Third Party’s Intellectual Property;
  2. uploading or transmitting the Background Intellectual Property;
  3. supplying any incomplete, false or misleading information; or
  4. engaging in wilful misconduct, fraud, an unlawful act or omission or negligence,

and any reasonable costs (including legal costs), Claims, demands and expenses arising out of or in connection with any liability referred to in this clause 10.

DISPUTE RESOLUTION
1. Before commencing court or tribunal proceedings (except for interlocutory or interim relief), the Parties must comply with the requirements of this clause 11.
2. If a dispute arises in connection with this Agreement, then a Party may give the other Party a notice identifying what it believes to be the main issues in dispute, and officers representing each Party must meet within five (5) Business Days with a view to resolving the dispute in good faith. If the Parties still fail to resolve the dispute in the next ten (10) Business Days, either of them may notify the other Party that it requires the dispute to be referred to mediation.
3. The Parties must agree to the mediator, the Australian location, the date and the time of the mediation, but if they cannot agree, the matters not agreed will be determined by the President for the time being of the Queensland Law Society.
4. The Parties must attend such mediation with a view to resolving the dispute between them. The mediation will be conducted in accordance with the principles determined by the mediator such that any resolution to the relevant issues will be made by the mediator. The cost of the mediator and the mediation (apart from each Party’s legal costs) will be borne equally between the Parties.
5. A Party may not institute legal proceedings (apart from injunctive or interim relief where required) as to relevant matters without referring the matter to mediation in accordance with this clause.
6. Save for the rights given in clause 5.4, each Party must continue to perform its obligations under this Agreement during the dispute.
FORCE MAJEURE EVENT
1. A Party will not be liable for any delay or failure to perform any of its obligations under the Agreement (other than an obligation to pay any monies or obligations relating to confidentiality and data protection) if as soon as possible after the beginning of the Force Majeure Event affecting the ability of the Party to perform any of its obligations under this Agreement, it gives a Notice to the other Party that complies with this clause 12.
2. A Notice given under clause 12 must:
  1. specify the obligations the Party cannot perform;
  2. fully describe the Force Majeure Event;
  3. estimate the time during which the Force Majeure Event will continue; and
  4. specify the measures proposed to be adopted to remedy or abate the Force Majeure Event.
3. The Party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure Event must:
  1. remedy the Force Majeure Event to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible; and
  2. take all action reasonably practicable to mitigate any liabilities suffered by the other Party as a result of its failure to carry out its obligations under this Agreement.
NOTICES
1. A notice, agreement, consent, direction, waiver, or similar given or required under this Agreement:
  1. must be in writing, in English and signed by, or sent by email from, a person authorised by the sender;
  2. must be delivered to the receiving Party in person, by email or registered post to the receiving Party’s address for notices as agreed by the Parties, or in the case of the Customer as otherwise set out in the Account Details; and
  3. is deemed to be received by the receiving Party:
    1. if delivered in person, on delivery;
    2. if sent by email, when successfully transmitted, unless received after 5pm on a Business Day or any time on a non-Business Day, in which case, it is deemed received at 9am the next Business Day, provided no failed delivery notification (or similar) is received; or
    3. if posted, five (5) Business Days (or eight (8) Business Days, if posted outside Australia) after the date of posting to the receiving Party.
GENERAL
1. Electronic communication

The Parties consent to giving and receiving notices electronically, and this Agreement may be executed and delivered electronically, in accordance with the Electronic Transactions (Queensland) Act 2001 (Qld).

No restraints

This Agreement will not prevent Sophiie AI from:

entering into the same or similar agreements with Third Parties; or
1. independently developing, using, selling or licensing documentation, products and/or services which are the same or similar to those provided under this Agreement.
1. Approvals and consent

Except as set out in this Agreement, a Party may:

give or withhold approval or consent at that Party’s discretion; and
1. give approval or consent subject to conditions.
1. No waiver

A waiver of a right, power or remedy must be signed by the Party giving it and cannot be implied by conduct, delay or failure to act.

Assignment
1. The Customer may not assign, transfer or sublicense any rights under this Agreement except with the prior written consent of Sophiie AI. Sophiie AI is not required to give consent or justify the withholding of consent.
  1. Sophiie AI may deal with any of its rights or obligations under this Agreement without the Customer’s consent.
1. Severability

If any part of this Agreement is or becomes invalid or unenforceable under any Relevant Law, it is severed in the relevant jurisdiction but only to the extent it is invalid or unenforceable. This does not invalidate the remaining provisions of this agreement, nor does it affect the validity or enforceability of that provision in any other jurisdiction.

No merger

On completion or termination of this Agreement, the rights and obligations of the Parties set out in this Agreement will not merge and survive after termination or completion, with the exception of those obligations that survive after termination or completion as set out in this agreement.

Relationship of the Parties

Unless otherwise provided in this Agreement, no Party is authorised to bind another Party and nothing in this Agreement is to be construed as creating an employment, agency, partnership, fiduciary or joint venture relationship between any of the Parties.

Remedies cumulative

Except as provided in this Agreement and permitted by any Relevant Law, the rights, powers and remedies provided in this Agreement are cumulative with and not exclusive to the rights, powers or remedies provided by any Relevant Law independently of this Agreement.

Entire agreement

This Agreement constitutes the entire agreement between the Parties in relation to, and supersedes any prior conduct, arrangement, agreement or understanding of, its subject matter.

Costs

Each Party must pay its own costs for the negotiation, preparation, execution and performance of this Agreement, unless otherwise set out in this Agreement.

Counterparts
1. This Agreement may be executed in counterparts.
  1. All executed counterparts constitute one (1) document.
1. Governing law and jurisdiction
  1. This Agreement is governed by the laws in force in Queensland, Australia.
  2. Each Party irrevocably submits to the exclusive jurisdiction of courts exercising jurisdiction in Queensland, Australia and waives any right to Claim that those courts are an inconvenient forum.
2. Variation

No amendment, variation, or modification of this agreement will be valid or binding unless made in writing and duly executed by or on behalf of the Parties, provided that Sophiie AI may modify the Terms upon thirty (30) days’ prior written notice to the Customer. The Customer’s continued use of the Services following such notice constitutes acceptance of the modified terms, provided that if Customer objects to such modifications within the notice period, the existing terms shall continue to apply until the end of the current subscription period.

DEFINITIONS AND INTERPRETATION
1. Definitions

Additional Service Proposal has the meaning given in clause 4.17(a).

Additional Services means services outside the then current scope of the Services.

Agreement means the Order Form, these Master Terms, including all schedules and annexures, as varied from time to time.

Australian Consumer Law means the Competition and Consumer Act 2010 (Cth).

Background Intellectual Property means all Intellectual Property rights contributed by a Party to this Agreement towards the provision of the Services that a Party:

owned prior to commencement of this Agreement; or
1. acquired or developed independently of Sophiie AI’s engagement by the Customer to provide the Services.

Business Day means a day other than a Saturday, Sunday, or gazetted public holiday on the Gold Coast in the State of Queensland.

Claim means any claim, demand, remedy, suit, action, proceeding, right of action, however arising.

Commencement Date means the date noted in the Order Form or such other date as the Parties agree.

Confidential Information means all information of a confidential, commercially sensitive or valuable nature, including Intellectual Property of a Party, financial, sales, customer, employee information, processes, statements, trade secrets, marketing plans, data, service specifications, methodologies, know-how, technical processes, pricing information, voice recordings and transcripts, other than information that is public or information previously disclosed to the receiving Party on a non-confidential basis.

Consequential Loss means any of the following:

special, remote or unforeseeable loss or damage;
1. loss of revenue, profit, income, bargain, opportunity, use, production, business, contract, goodwill, or anticipated savings, or the cost of obtaining new financing or maintaining existing financing;
  1. costs incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a Third Party; or
  2. loss or damage set out above in paragraphs (a) to (c) that is incurred or suffered by or to a Third Party.

Corporations Act means the Corporations Act 2001 (Cth).

Customer Data means all data, content, works, recordings, materials and information (in any form or medium):

uploaded, submitted, transmitted, processed or stored through the Services, generated through use of the Services, or otherwise made available, by the Customer;
1. transmitted through the Services at the instigation of the Customer;
  1. supplied by the Customer to Sophiie AI for uploading to, transmission by or storage through the Services; or
  2. generated through or resulting from the use of the Services by, or an act or omission of, the Customer.

Documentation means the service descriptions, user guides, technical specifications, service level agreements (if any), process documentation and other documents made available to the Customer by Sophiie AI relating to the Services, including updates, replacements, revisions and additions to such documentation, provided or made available by Sophiie AI from time to time, but does not include customised training materials.

Eligible Data Breach has the same meaning as in the Privacy Act.

Fees means the fees:

set out in the Order Form, which may include but are not limited to a setup fee, subscription fees and any other fee specified; and
1. as otherwise payable pursuant to this Agreement.

Force Majeure Event means an extraordinary act, event, omission or accident beyond a Party’s reasonable control and which could not have been reasonably foreseen or prevented by that Party to the extent that the act, event, omission or accident directly or indirectly results in a Party being prevented from or delayed in performing one or more of its material obligations under this Agreement, including strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, fire, flood, storm, earthquake, other physical natural disaster or extreme weather conditions, or any other weather conditions which would be expected to place at risk the health or safety of the employees of a Party or any other person, sabotage, war, riot, civil commotion, acts of terrorism or hostilities, a quarantine, epidemic, pandemic, outbreak or recurrence of a contagious disease or virus (including COVID-19), or any derivative or mutation of such viruses or disease, or the threat or perceived threat of any of these, compliance with any law or governmental order, rule, regulation or direction, a state of emergency that has been declared by an authority, accident, and breakdown of plant or machinery.

Government Agency means any governmental, judicial or statutory body with authority or jurisdiction over this Agreement or a Party.

GST has the meaning given in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event means in relation to a Party, any of the following events or circumstances:

a step taken to enter into an arrangement between the Party and its creditors;
1. a step taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator or other like person of the whole or part of that Party’s assets, operations or business;
  1. the Party cannot pay its debts as they become due; or
  2. it ceases to carry on business or indicates it is likely to cease carrying on a business or a material part of its business,

in each case, unless the event or circumstance occurs as part of a solvent reconstruction, amalgamation, scheme, compromise, arrangement, merger or consolidation approved by the other Party, not to be unreasonably withheld.

Intellectual Property means any business name, copyright, patents, trade marks, trade names, designs and similar industrial, commercial and intellectual property and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields anywhere in the world, regardless of the form and whether or not registered or registrable.

Loss means any liability, loss, injury, illness, damage, cost or expense, including legal costs on a full indemnity basis and Consequential Loss (unless otherwise specified as being excluded).

Normal Business Hours means 9am to 5pm on the Gold Coast, in the State of Queensland each Business Day.

Order Form means the collection of client details required to sign up for the Services, whether such details are collected through:

the order form document attached to this Agreement;
1. the Sophiie AI website; or
  1. telephone communications with Sophiie AI,

and includes any combination of the above methods of collecting client sign-up information.

Party means either Sophiie AI or the Customer, as the context requires, and Parties means both together.

Personal Information has the meaning set out in the Privacy Act.

Personnel means, in relation to a Party, its directors, officers, employees, contractors, agents and authorised representatives.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Laws means all privacy and data protection laws and regulations relating to privacy, data security, cybersecurity and the collection, storage, use and disclosure of Personal Information in any relevant jurisdiction, including the Privacy Act, the Australian Privacy Principles, any relevant code of practice and any other applicable privacy legislation.

Privacy Regulator means the Office of the Australian Information Commissioner (OAIC), the Australian Communications and Media Authority and any government or statutory body having regulatory authority over the handling of Personal Information by the Customer.

Privacy Policy means Sophiie AI’s privacy policy, as disclosed on the Sophiie AI website (www.sophie.ai) from time to time.

Related Body Corporate has the meaning in the Corporations Act.

Relevant Law means any law, regulation, mandatory guideline or standard, ordinance, court ruling or requirement or direction of a Government Agency, or similar, in any jurisdiction in which any part of this Agreement is performed, or governing the Services or a Party, at any time.

Representative means, in respect of a person, any director, officer, employee, agent, contractor, adviser or Related Body Corporate of or to that person, or any director, officer, employee, agent, contractor or adviser of or to a Related Body Corporate of that person.

Services means the AI-powered voice call answering and recording services, including any platform, mobile application or online portal made available (if any) and associated Documentation to be provided by Sophiie AI to the Customer under this Agreement including:

other services, including but not limited to the Additional Service; and
any incidental services provided by Sophiie AI as it deems necessary to provide,

or individually or a combination of the above, as context dictates.

Service Feature means new functionality that enhances or extends the capabilities of the Services available to the end user.

Tax means any tax, levy, charge, impost, duty, fee, deduction, goods and services tax, compulsory loan or withholding, which is assessed, levied, imposed or collected by any Government Agency, including any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of the above, including GST.

Term means the period from the Commencement Date until the expiry of the date specified in the Order Form, including any renewed term in accordance with clause 2.2, as the context dictates, unless terminated earlier in accordance with this Agreement.

Third Party means a party other than a Party to this Agreement.

Third Party Products means any software, product, service or material (including any related Intellectual Property) provided by a Third Party.

Interpretation

In the interpretation of this Agreement, unless stated otherwise:

a reference to a person includes a natural person or legal entity;
1. a reference to time is a reference to time on the Gold Coast, Queensland, Australia;
  1. a reference to AUD, $A, dollar or $ is to Australian currency;
  2. if an obligation must be performed or an event must occur on a day that is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day;
  3. words such as ‘including’ or ‘for example’ do not limit the preceding words;
  4. all grammatical forms of defined terms have a corresponding meaning;
  5. a provision of this Agreement must not be construed against a Party on the basis that Party was responsible for preparing it; and
  6. the main body of this Agreement will prevail to the extent of any inconsistency with any other part of this Agreement.

TERMS OF SERVICE

the IPPs and any applicable Code of Practice are enforceable against the other Party and any subcontractor in accordance with the procedures set out in the Privacy Act or the Code of Practice.

not use or disclose any Personal Information other than for the purpose of performing its obligations under this Agreement;

ensure that access to the Personal Information is given only to those Party Personnel who reasonably require access for the purpose of that Party carrying out its obligations under this Agreement;

immediately notify the other Party if they become aware of an actual or potential breach of any Privacy Law by itself or any of its Personnel or if it receives a complaint by an individual in relation to the handling of their Personal Information;

promptly provide the other Party with any information or assistance reasonably requested by the Party for the purposes of investigating an actual or potential breach of Privacy Laws or a complaint;

comply with all directions given by the other Party to rectify or minimise any breach of Privacy Laws or any complaint;

cooperate, and provide the other Party with assistance in cooperating, with any investigations or recommendations made by a Privacy Regulator in connection with the handling of Personal Information in the course of complying with its obligations under this Agreement; and

provide the other Party with any assistance reasonably requested by the Party for the purposes of such Party complying with any Privacy Laws, including without limitation by responding to a request by any individual for access to their Personal Information.

breaching this Agreement;

breaching any Relevant Law;

infringing any Third Party’s Intellectual Property;

uploading or transmitting the Background Intellectual Property;

supplying any incomplete, false or misleading information; or

engaging in wilful misconduct, fraud, an unlawful act or omission or negligence,

Background Intellectual Property means all Intellectual Property rights contributed by a Party to this Agreement towards the provision of the Services that a Party: