Plain-English Summary (Not Legally Binding)
Before the legal language begins, here's what this document does in plain English:
The detailed legal terms below override anything in this summary. If anything is unclear, contact us at [email protected] before agreeing.
THESE MASTER TERMS GOVERN THE PROVISION OF SERVICES OFFERED BY MY AI SIDEKICK. BY ACCESSING OUR WEBSITE, BOOKING A SETUP, OR EXECUTING AN ORDER FORM THAT REFERENCES THESE MASTER TERMS, THE CUSTOMER ACCEPTS AND AGREES TO ALL OF THESE TERMS AND CONDITIONS.
(a) A Customer may enter into an Order Form that is governed by these Master Terms.
(b) Where an Order Form is entered into by a Customer, reference to "My AI Sidekick", "we", "us" or "our" refers to Amanda Joy Coldwell (ABN 74 392 276 062) trading as My AI Sidekick, and references to "Customer" or "you" refer to the party named in the Order Form.
(c) 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.
This Agreement consists of the following documents:
(a) These Master Terms apply to all Services provided by My AI Sidekick to the Customer to the exclusion of any order or other document submitted by the Customer to My AI Sidekick.
(b) If there is any conflict between any elements of the Agreement, the descending order of precedence will be (unless expressly stated otherwise): Order Form and related schedules, then the Master Terms, then the Privacy Policy.
(a) The Customer may request Services from My AI Sidekick in writing by completing and returning an Order Form, by booking a setup through our website, or by accepting a written quote from us.
(b) The Customer acknowledges and agrees that:
(a) Subject to acceptance of the Order Form, the Agreement commences on the Commencement Date and shall continue on an automatically renewing monthly subscription basis unless terminated.
(b) The Customer may terminate this Agreement at any time by providing thirty (30) days' written notice to My AI Sidekick at [email protected].
(c) My AI Sidekick may modify the Fees by providing at least thirty (30) days' written notice to the Customer prior to such change taking effect.
(d) The Agreement will remain in force until termination pursuant to the Termination clause.
Subject to acceptance of the Order Form and payment of applicable Fees, My AI Sidekick agrees to provide the Customer with the Services as specified in the relevant Order Form, which may include:
The Services are provided on a non-exclusive basis. My AI Sidekick may provide identical or similar Services to other customers, including competitors of the Customer.
In consideration for the Fees, My AI Sidekick grants the Customer a non-exclusive, non-transferable, non-sub-licensable licence to access and use the Services for the Term, solely for the Customer's internal and ordinary business purposes and on the terms of this Agreement.
(a) The Customer may be required to create login credentials to access certain Services (Credentials).
(b) The Customer is solely responsible for:
(c) The Customer's representative must be at least eighteen (18) years of age and have legal authority to bind the Customer.
At all times during the Term, the Customer must (at its cost):
The Customer must not (and must not permit any third party to):
(a) The Customer acknowledges that the Services include artificial intelligence (AI) technology, including but not limited to the Tilly AI receptionist and AI chat, voice and follow-up tools.
(b) The Customer further acknowledges that there are inherent risks associated with AI technology, including errors in data processing, biases, inaccuracies in AI-generated responses, missed nuances in caller intent, and potential system limitations.
(c) The Customer agrees to:
(d) My AI Sidekick shall not be liable to the Customer or any third party for any loss arising from the Customer's use of, or reliance on, AI-generated data, decisions, recordings, or transcripts.
(a) The Customer acknowledges and agrees that the Services may include the recording of telephone calls received by, or made through, the Tilly AI receptionist or other AI voice tools.
(b) The Customer is solely responsible for ensuring that all necessary disclosures regarding call recording are made to its end users in accordance with applicable laws, including but not limited to the Telecommunications (Interception and Access) Act 1979 (Cth) and any state-specific surveillance device or listening device legislation.
(c) The Customer warrants that, throughout the Term, it has obtained or will obtain all consents and authorisations required by law in respect of any call recording activity carried out as part of the Services.
(a) The Customer acknowledges that the Services are delivered using third-party platforms and providers, including but not limited to GoHighLevel, telephony providers (such as Twilio), payment processors (such as Stripe), and AI model providers.
(b) My AI Sidekick has no control over the availability, performance, pricing, or continued existence of these third-party platforms.
(c) Any outage, disruption, error, breach, or change to a third-party platform may affect the Services. My AI Sidekick will use reasonable endeavours to mitigate the impact on the Customer but is not liable for losses arising from third-party platform failures or changes.
(d) Where the Customer purchases or uses any third-party product through us, the Customer's use of that product is governed by the third-party's own terms.
(a) My AI Sidekick will use reasonable endeavours to provide ongoing access to the Services, with a target uptime aligned to that of the underlying GoHighLevel platform, except for:
(b) We do not warrant that the Services will be uninterrupted, error-free, or free of malicious code, but we will take reasonable steps to maintain a secure and reliable Service.
(a) My AI Sidekick may add, modify or discontinue any functionality, feature or any other aspect of the Services.
(b) Where there is a material change in the core functionality of the Services, the Customer will be notified in writing at least thirty (30) days prior to implementation. The Customer may terminate this Agreement by notice to My AI Sidekick if it does not agree with the change. If the Customer does not notify us of termination within fourteen (14) days of receipt of the notice, the Customer is deemed to have accepted the change.
(a) In consideration for our provision of the Services, the Customer must pay the Fees as specified in the Order Form. Fees may include:
(b) Setup Fees are non-refundable once setup work has commenced, except where a refund is payable under the money-back guarantee in clause 5.6.
(c) Subscription Fees are payable in advance and are non-refundable for the current billing month, except where a refund is payable under the money-back guarantee in clause 5.6.
(a) At the date of these Terms, My AI Sidekick is not registered for Goods and Services Tax (GST). No GST is currently charged on Fees.
(b) If My AI Sidekick becomes registered for GST during the Term, GST will be added to all Fees from the effective date of registration. The Customer will be notified in writing prior to GST being applied.
(a) The Customer authorises My AI Sidekick to charge the nominated Payment Method (credit card, direct debit, or bank transfer) for the Fees as they fall due.
(b) The Customer authorises us to use a third-party payment processor to process payments and consents to the disclosure of payment information to that processor for that purpose.
(c) The Customer's payment information is processed and stored by third-party payment processors in accordance with their own privacy and security policies.
(a) If the Customer fails to pay any amount by the due date, without limiting any other remedy, My AI Sidekick may:
If the Customer disputes any Fees, the Customer must notify My AI Sidekick in writing at [email protected] within fourteen (14) days of receipt of the relevant invoice and pay any undisputed Fees by the due date. Disputed Fees must be managed in accordance with clause 11 (Dispute Resolution).
(a) The Customer receives a 30-day free trial period (Free Trial) commencing on the date the system goes live (Go-Live Date). No Subscription Fee is charged during the Free Trial period.
(b) The first Subscription Fee is charged automatically on Day 31 from the Go-Live Date to the payment method provided at signup.
(c) To cancel during the Free Trial without incurring any further charges, the Customer must give at least five (5) Business Days written notice to My AI Sidekick at [email protected] before Day 30 from the Go-Live Date.
(d) My AI Sidekick provides a 60-day money-back guarantee (Guarantee Period) running concurrently with and from the same Go-Live Date as the Free Trial.
(e) If the Customer is not satisfied with the Services at any point within the Guarantee Period, the Customer may request a full refund of the Setup Fee and any Subscription Fees paid to that date.
(f) To claim a refund under this clause, the Customer must give at least five (5) Business Days written notice to My AI Sidekick at [email protected] before Day 60 from the Go-Live Date.
(g) The refund under this clause is conditional on the Customer having genuinely used the Services during the Guarantee Period. My AI Sidekick tracks system activity, including calls answered, bookings made and follow-up sequences sent, and both parties will have access to that usage data.
(h) After Day 60 from the Go-Live Date, the Guarantee Period closes and the standard cancellation terms in clause 6.1 apply.
(a) The Customer may terminate this Agreement at any time by providing thirty (30) days' written notice to [email protected].
(b) The Customer remains liable for all Fees payable up to and including the effective termination date.
Either Party may terminate this Agreement with immediate effect by written notice if the other Party:
Upon termination of this Agreement:
(a) The Customer acknowledges that the underlying GoHighLevel "snapshot," workflows, automations, AI prompts, and system configurations developed by My AI Sidekick remain the Intellectual Property of My AI Sidekick.
(b) The Customer's data (Customer Data) remains the property of the Customer and is exportable in accordance with clause 8.5.
(a) 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.
(b) The Customer acknowledges that all Intellectual Property in the Services, including the Tilly AI receptionist character, voice persona, brand assets, GoHighLevel snapshots, prompts, workflows, automations, training materials, and Documentation, is owned by, or licensed to, My AI Sidekick.
(a) The Customer grants to My AI Sidekick a non-exclusive, non-transferable, royalty-free licence to copy, modify and use the Customer Data and the Customer's branding, logos, business information and trade marks for the sole purpose of providing the Services.
(b) The Customer grants My AI Sidekick permission to use its name, logo and a brief description of the engagement in client lists, case studies, and marketing materials, unless the Customer has opted out in writing prior to such use.
If the Customer provides My AI Sidekick with ideas, comments or suggestions relating to the Services (Feedback), all Intellectual Property rights in such Feedback (and any improvements created as a result) are owned solely by My AI Sidekick. We may use or disclose any Feedback for any purpose.
Each Party must keep the other Party's Confidential Information confidential, and not disclose it except:
The confidentiality obligations in this clause survive termination of this Agreement for as long as the information remains Confidential Information.
(a) The Customer Data, including all recorded calls, transcripts, contact records and form submissions, remains the property of the Customer.
(b) My AI Sidekick will only access, use, process and store the Customer Data for the purpose of providing the Services and complying with this Agreement.
The Customer agrees that My AI Sidekick may collect, use and analyse anonymised and aggregated data derived from the Services (which does not identify the Customer or any individual) to improve the Services, train AI models, and develop new products and features.
Upon written request to [email protected], My AI Sidekick will use commercially reasonable efforts to provide the Customer with a standard export of the Customer Data within twenty-one (21) Business Days, in a standard format (such as CSV or JSON). Custom or bespoke exports may be subject to reasonable professional services fees, agreed in advance.
(a) Each Party must comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and all other applicable privacy and data protection laws in respect of Personal Information collected, used or disclosed in connection with the Services.
(b) The Customer is responsible for obtaining all necessary consents from its end users (including for AI-powered call answering and recording) before providing any Personal Information to My AI Sidekick.
(c) My AI Sidekick will handle Personal Information in accordance with our Privacy Policy, available at myaisidekick.com.au/privacy-policy.
(a) If a Party becomes aware of any actual or suspected unauthorised access, disclosure, loss or misuse of Personal Information held in connection with this Agreement, that Party must notify the other Party in writing as soon as reasonably practicable, and in any event within seventy-two (72) hours of becoming aware.
(b) The Parties will cooperate in good faith to assess whether the incident constitutes an Eligible Data Breach under the Privacy Act and to comply with any notification obligations.
(a) The Customer warrants that it understands, and is solely responsible for ensuring, that its use of the Services complies with all industry-specific compliance requirements applicable to its business (including any heightened privacy or licensing obligations).
(b) The Customer indemnifies My AI Sidekick against any loss arising from the Customer's non-compliance with such requirements.
Each Party warrants that it has full power and authority to enter into and perform its obligations under this Agreement.
My AI Sidekick warrants that it will perform the Services with reasonable skill and care, exercising the competence and diligence reasonably expected of a competent provider of similar services.
(a) Where the Customer acquires services from My AI Sidekick as a "consumer" within the meaning of the Australian Consumer Law, the Customer may have rights and remedies (including consumer guarantees) that cannot be excluded.
(b) Nothing in this Agreement excludes, restricts or modifies any non-excludable rights, guarantees, warranties or remedies that may apply under the Australian Consumer Law (Non-Excludable Obligations).
(a) Except in relation to Non-Excludable Obligations, My AI Sidekick will not be liable to the Customer for any indirect, special, remote or unforeseeable loss, including loss of revenue, profit, anticipated savings, business opportunity, goodwill, or data (Consequential Loss).
(b) Subject to clause 10.3, the maximum aggregate liability of My AI Sidekick under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed the greater of:
(c) Each Party must take reasonable steps to mitigate any loss it may suffer arising under or in connection with this Agreement.
The Customer indemnifies My AI Sidekick against any liability, loss, damage or cost (including legal costs on a full indemnity basis) suffered by My AI Sidekick arising out of or in connection with:
If a dispute arises in connection with this Agreement, the Party raising the dispute must give written notice to the other Party (sent to [email protected] in the case of My AI Sidekick) describing the dispute. Representatives of each Party must meet within five (5) Business Days to seek to resolve the dispute in good faith.
If the dispute is not resolved within ten (10) Business Days of the notice, either Party may refer the dispute to mediation. The Parties must agree on the mediator and the location (which must be in Queensland), failing which the mediator and location will be determined by the President of the Queensland Law Society. The cost of the mediator is shared equally.
A Party may not commence court proceedings (other than for urgent injunctive or interim relief) until the dispute resolution process in this clause has been exhausted.
Each Party must continue to perform its obligations under this Agreement during a dispute, except as provided in clause 5.4.
A Party will not be liable for any delay or failure to perform its obligations (other than payment obligations or confidentiality and data protection obligations) if the delay or failure is caused by a Force Majeure Event, provided that the affected Party gives prompt written notice to the other Party.
Either Party may terminate this Agreement by giving written notice if a Force Majeure Event continues for more than thirty (30) consecutive days.
A notice, agreement, consent, direction or other communication required under this Agreement:
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).
This Agreement does not prevent My AI Sidekick from entering into the same or similar agreements with third parties (including competitors of the Customer), or independently developing, using, selling or licensing similar products or services.
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.
(a) The Customer may not assign, transfer or sublicense any rights under this Agreement except with the prior written consent of My AI Sidekick.
(b) My AI Sidekick may assign or deal with any of its rights or obligations under this Agreement without the Customer's consent, including in connection with a sale of the business.
If any part of this Agreement is or becomes invalid or unenforceable, it is severed only to the extent of the invalidity or unenforceability, and the remaining provisions continue in full force.
The rights and obligations of the Parties that by their nature are intended to survive termination (including those relating to confidentiality, intellectual property, indemnities, and limitation of liability) survive termination of this Agreement.
Nothing in this Agreement creates an employment, agency, partnership, fiduciary or joint venture relationship between the Parties.
This Agreement constitutes the entire agreement between the Parties and supersedes any prior conduct, arrangement, or understanding in relation to its subject matter.
Each Party must pay its own costs for the negotiation, preparation, execution and performance of this Agreement.
(a) This Agreement is governed by the laws in force in Queensland, Australia.
(b) Each Party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia, and waives any right to claim that those courts are an inconvenient forum.
No amendment, variation or modification of this Agreement is valid or binding unless made in writing and signed by both Parties, except that My AI Sidekick may modify these Master 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.
Agreement means the Order Form, these Master Terms, the Privacy Policy, and all schedules and annexures, as varied from time to time.
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Business Day means a day other than a Saturday, Sunday, or gazetted public holiday in Townsville, Queensland.
Commencement Date means the date noted in the Order Form, or the date setup work begins, whichever is earlier.
Confidential Information means all information of a confidential, commercially sensitive or valuable nature disclosed by one Party to the other, including pricing, business processes, customer information, voice recordings and transcripts, but does not include information that is in the public domain (other than through a breach of this Agreement).
Consequential Loss means any indirect, special, remote or unforeseeable loss, including loss of revenue, profit, anticipated savings, business opportunity, goodwill, contract, production, or data, and any loss incurred by a third party.
Customer Data means all data, content, recordings, transcripts and information uploaded, submitted, transmitted, processed or stored through the Services by, or on behalf of, the Customer.
Eligible Data Breach has the meaning set out in the Privacy Act 1988 (Cth).
Fees means the fees set out in the Order Form, including any Setup Fees, Subscription Fees, and usage-based Fees, as varied in accordance with this Agreement.
Force Majeure Event means an extraordinary act, event or circumstance beyond a Party's reasonable control, including acts of God, fire, flood, cyclone, storm, earthquake, pandemic, war, civil unrest, terrorism, government action, telecommunications failure, internet outage, or third-party platform failure.
Insolvency Event means, in relation to a Party, any of: bankruptcy; the appointment of a receiver, liquidator, trustee or administrator; an inability to pay debts as they fall due; or ceasing to carry on business.
Intellectual Property means any copyright, patent, trade mark, design, trade secret, know-how, business name, brand asset, software, configuration, prompt, workflow, training material, or other intellectual property right, whether registered or unregistered, anywhere in the world.
Order Form means the document, web form, written quote, or other written record by which the Customer engages My AI Sidekick to provide the Services.
Party means My AI Sidekick or the Customer, as the context requires.
Personal Information has the meaning set out in the Privacy Act 1988 (Cth).
Privacy Policy means My AI Sidekick's privacy policy, as published at myaisidekick.com.au/privacy-policy, as amended from time to time.
Services means the AI automation, lead capture, AI receptionist (Tilly), CRM configuration, calendar booking, automated follow-up, reputation management, and related setup, support and subscription services provided by My AI Sidekick to the Customer.
Setup Fee means the one-off fee payable for the configuration and deployment of the Services, as set out in the Order Form.
Subscription Fee means the recurring monthly fee payable for ongoing access to the Services, as set out in the Order Form.
Term means the period from the Commencement Date until termination of this Agreement.
Third Party means any party other than My AI Sidekick or the Customer.
In this Agreement, unless the context requires otherwise:
For questions about these Terms of Service, or to give any notice, request, or consent under this Agreement:
My AI Sidekick (ABN 74 392 276 062)
For formal legal notices (including notices of dispute, breach, or termination), please email [email protected].
Important
This document is a working draft prepared for review by an Australian commercial lawyer prior to publication. Until reviewed and signed off by a qualified legal professional, it should not be relied upon as a final legal instrument. The Customer agreeing to these Terms is bound by them once accepted.