Call Cleo – Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the Call Cleo services, websites and applications (collectively, the "Service") provided by Call Cleo Pty Ltd ("Call Cleo", "we", "us", or "our"), a company registered in Australia (ABN: 89 687 045 870).

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

2. Definitions

• Account: Your registered account to access the Service.
• Authorised User: A person you invite and permit to use the Service via your Account.
• Clinic: The healthcare provider (e.g., allied health practice) subscribing to the Service.
• Patient: An individual who interacts with the Service (e.g., calling a Clinic).
• Your Data / Content: Information processed via the Service, including call audio, recordings, transcriptions, caller details, appointment data, and configuration.
• Platform: Our software and websites through which the Service operates.
• Subscription Fees: Recurring fees for plan access.
• Usage Fees: Metered fees (e.g., per-minute call handling).
• Documentation: User guides, runbooks, and integration instructions we provide.

3. Eligibility, Term & Changes to These Terms

• Eligibility: You must be 18 years or older to use the Service.
• Term: These Terms apply from account creation until your Account is terminated.
• Changes: We may amend these Terms with notice. By continuing to use the Service after the effective date or 30 days after notice (whichever occurs first), you accept the amendments. If you do not agree, you may cancel your Subscription; any prepaid, unused Subscription Fees will be pro-rated and refunded (see 16.3).

4. Service Description & Critical Disclaimers

• What we do: Call Cleo is an AI-powered receptionist and scheduling assistant for allied health Clinics. The Service can answer and place calls, triage, transcribe conversations, capture messages, and perform scheduling as configured by the Clinic. It may integrate with third-party systems (e.g., Cliniko, Halaxy, Nookal) and telephony providers.
• You must verify appointments: AI outputs and caller-provided information may be incomplete or inaccurate. You are responsible for verifying appointments and any actions taken based on the Service outputs.
• No clinical advice; no emergencies: The Service does not provide medical advice or clinical decision-making. The Service is not suitable for emergency calls. Clinics must instruct callers with urgent or life-threatening issues to dial local emergency numbers (e.g., 000 (AU)) and configure their telephony accordingly.
• Additional/Beta services: Extra scope (e.g., training, custom development, data recovery) requires a separate order. Any beta/pre-release features are provided for evaluation, without uptime or support commitments, and may be withdrawn.

5. Accounts & Security

• Each Authorised User requires a unique login. You are responsible for your Authorised Users and for maintaining credential confidentiality. Notify us promptly of any unauthorised access or suspected compromise.
• Where reasonably necessary to provide the Service, you will provide safe access (e.g., API keys/tokens) to your systems.

6. Fees, Billing, Trials & Taxes

• Components: Fees may include (a) Subscription Fees (recurring), and (b) Usage Fees (e.g., per-minute call handling) as shown in your plan, order, or invoice.
• Billing: Subscription Fees are billed in advance each billing cycle; Usage Fees are billed in arrears at cycle end.
• Payment method: You authorise charges to the payment method on file (including direct debit, if enabled).
• Late payments: We may suspend the Service and charge interest on overdue amounts at the RBA cash rate + 2% p.a., calculated daily and compounding monthly.
• Trials: If offered, trials apply for the period stated. Standard fees apply thereafter unless you cancel before the trial ends.
• Taxes: Fees are exclusive of GST. You are responsible for applicable taxes unless we must collect them by law.
• Fair use: We may apply reasonable limits (e.g., minutes, concurrency, API throughput) to protect platform stability.

7. Licence & Acceptable Use

Subject to these Terms and your plan, we grant you and your Authorised Users a limited, non-exclusive, non-transferable right to access and use the Service. You must not (and must ensure your Authorised Users do not):

• violate laws or third-party rights; transmit unlawful/defamatory/abusive content; introduce malware;
• reverse engineer, decompile, or attempt to discover source code; use unauthorised/modified clients;
• use the Service to build, train, or operate competing products; or provide service bureau, outsourcing, renting, reselling, sublicensing, or time-sharing;
• share logins or circumvent security; access non-authorised systems; overload or interfere with the Service.

8. Availability, Maintenance & Third-Party Services

• We strive for high availability but do not guarantee 100% uptime. Maintenance (scheduled/emergency) and third-party outages (e.g., carriers, cloud hosts, practice-management vendors) may disrupt the Service. We will give reasonable notice of disruptions where practicable.
• Integrations and links to third-party services are used at your risk and are subject to their terms and privacy policies. To the extent permitted by law, we are not liable for third-party disruptions. We may receive referral fees/commissions and will disclose where applicable.

9. Intellectual Property

• Our IP: The Service, software, interfaces, designs, and Documentation are owned by Call Cleo or its licensors and protected by IP laws. No rights are granted except as expressly set out.
• Feedback: You grant us a perpetual, irrevocable, royalty-free licence to use ideas/suggestions to improve the Service without obligation.

10. Your Data & Analytics

• Ownership: You retain rights in Your Data. You grant Call Cleo a limited licence to access, process, copy, store, transmit, back up, and display Your Data to: (a) deliver the Service, (b) troubleshoot and secure the Service, (c) improve and develop features, (d) perform analytics and quality assurance, and (e) comply with law.
• Backups: You are responsible for local backups and data integrity on your systems.
• Aggregated/Anonymised data: We may create and use anonymised/aggregated statistics derived from Your Data. Once anonymised, we own that data and may publish aggregated insights that do not reasonably identify you or Patients.

11. Privacy, Roles & Consents

• Controller/Processor: For Patient personal data, the Clinic is data controller (or equivalent) and Call Cleo acts as data processor, processing only on your documented instructions.
• Clinic responsibilities: You represent and warrant that you:
  • maintain a lawful basis for processing Patient data (e.g., consent or other permitted basis);
  • notify Patients that their personal information may be disclosed to and processed by an AI receptionist service;
  • obtain and retain evidence of required consents/authorisations and provide copies on reasonable request;
  • configure and use the Service in compliance with Australian Privacy Principles (APPs), and other health-privacy/records laws;
  • acknowledge we are not liable for your failure to obtain consents or comply with applicable laws.
• Our Privacy Policy: Personal data handling is described in our Privacy Policy.
• Data Processing Agreement (DPA): Where required, our DPA applies. If there is any conflict about personal-data processing, the DPA controls.
• Retention model (default – Ephemeral):
  • Ephemeral processing: By default, Call Cleo processes call audio and transcripts ephemerally and does not retain them beyond transient processing necessary to provide the Service.
  • Optional configurable retention (if enabled by you in writing): recordings/transcripts retained for QA, dispute resolution, and feature delivery, then deleted unless longer retention is required by law.

12. Australian Consumer Law (ACL) & Similar Rights

• Nothing in these Terms limits non-excludable rights under applicable consumer laws.
• We do not provide refunds for change of mind or change in circumstances.
• Where the Service is not ordinarily for personal/household use, our remedy for breach of a non-excludable condition is limited (at our option) to resupplying the Service or paying the cost of resupply.

13. Warranties & Disclaimers

The Service is provided "AS IS" and "AS AVAILABLE". To the fullest extent permitted by law, we disclaim all warranties (express, implied, statutory), including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

14. Liability & Indemnities

• To the maximum extent permitted by law, we are not liable for losses arising from: (i) your computing/telephony environment, (ii) use of the Service by anyone other than you/Authorised Users, (iii) third-party outages or integrations, (iv) your failure to verify appointments or obtain/manage consents.
• No consequential loss: Neither party is liable for indirect/special losses, or loss of profits, revenue, data, reputation, or opportunity.
• Proportionate liability: Liability is reduced to the extent the other party contributed to the loss or failed to mitigate.
• Cap: Our aggregate liability for all claims in any 12-month period is limited to the fees you paid for the affected Service in that period, or if you do not have a subscription, AU$1,000.
• Your indemnity: You will defend and indemnify us against claims/losses arising from (a) your unlawful use, (b) Your Data, or (c) your breach of these Terms or privacy/health-information laws.

15. Suspension & Termination

• Suspension: We may suspend access for security concerns, non-payment, suspected breach, or legal requests and will notify you where practicable.
• Termination for breach: Either party may terminate for material breach not cured within 14 days of notice, or immediately if the breach cannot be cured. We may terminate for insolvency events.
• Termination for convenience: You may end your Subscription at any time; it takes effect at the end of the current billing term.
• Refunds: If you terminate due to our uncured material breach, we will pro-rate and refund unused prepaid Subscription Fees.
• After termination: Access ceases. We will provide a reasonable export of Your Data for 30 days (subject to the chosen retention model). We may retain data as required by law and will then delete or de-identify it per our schedules.

16. Service Changes; Packaging & Pricing

We may modify, suspend, or discontinue features or packaging with reasonable notice. Pricing/plan changes apply prospectively with notice.

17. Confidentiality

Each party must protect the other's non-public information with at least reasonable care, use it only for this relationship, disclose it only to those with a need-to-know under confidentiality obligations, and may disclose where required by law. This clause survives termination.

18. Marketing, Publicity & Relationship

• We may send you product/service communications; you may opt-out at any time.
• With your prior written consent, we may identify you as a customer and display your logo for that purpose.
• These Terms do not create a partnership, joint venture, employment, or agency relationship.

19. Assignment; Notices; Survival

• You may not assign these Terms without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Notices to Call Cleo: support@callcleo.app | Postal Address: 253-255 David Low Way, Peregian Beach, QLD, 4573
• Notices to you: to your Account email or via the Platform.
• Sections 7–15, 17–21 survive termination.

20. Dispute Resolution; Force Majeure

• Good-faith meeting: Senior representatives will confer in good faith to resolve disputes before litigation/arbitration.
• Mediation/Arbitration: If unresolved — For customers in Australia: mediation administered by the Australian Disputes Centre under its Commercial Mediation Guidelines. For customers outside Australia: arbitration administered by ACICA in Brisbane, QLD, in English, before one arbitrator, under the ACICA Arbitration Rules.
• Force Majeure: Neither party is liable for delays/failures caused by events beyond reasonable control (e.g., internet/carrier outages, acts of God, epidemics, war, labour disputes, third-party non-performance).

21. Governing Law & Venue

These Terms are governed by the laws of Queensland, Australia, and the parties submit to the exclusive jurisdiction of the courts of Queensland, Australia.

22. Expanded Definitions

• Consequential Loss: Indirect or special loss (including loss of profit, revenue, data, reputation, opportunity, and data corruption). Your obligation to pay fees is not Consequential Loss.
• Services: The SaaS Service (AI phone answering/scheduling) and any support included in your plan/order.
• Support Services: Troubleshooting and technical support provided remotely; excludes training, on-site services, bespoke development, installation, and data recovery unless separately agreed in writing.
• Order/Quote: Any quote, proposal, checkout, or order you accept (including emails) showing plan, pricing, or scope.

23. Entire Agreement

These Terms (together with the Privacy Policy, DPA, and any Order/Quote) are the entire agreement and supersede prior discussions. If any provision is invalid, the remainder remains effective and a valid substitute reflecting the original intent applies. Failure to enforce is not a waiver. We may refuse requests we reasonably consider inappropriate, unethical, unlawful, or non-compliant with these Terms.

Contact