Terms & Conditions

MASTER TERMS & CONDITIONS

‍Xtreme Digital Pty Ltd (ABN 66 619 207 877)
Trading as Live Chat Agent and Call Eva
Website: www.livechatagent.com.au
Email: support@livechatagent.com.au
Last Updated: 09/12/2025

1. Definitions and Interpretation

Interpretation of key terms used throughout this Agreement

1.1 In this Agreement, unless the context requires otherwise:

• "Agreement" means these Master Terms together with any Order Form or written document expressly incorporated.
• "AI Services" refers collectively to the Hybrid Chat AI Service and the Voice AI Service delivered under this Agreement.
• "Background Intellectual Property" means Intellectual Property owned or developed independently of this Agreement.
• "Business Day" means a day other than a Saturday, Sunday, or public holiday in New South Wales.
• "Client" means the individual or entity purchasing or using the Services.
• "Client Data" includes all text, recordings, transcripts, information, content, or materials uploaded, generated, stored, transmitted or otherwise used through the Services.
• "Commencement Date" means the date the Client first executes an Order Form or begins using the Services.
• "Confidential Information" means all information of a confidential, sensitive, proprietary or commercially valuable nature, whether oral or written.
• "Fees" means all fees payable by the Client under an Order Form or this Agreement.
• "Hybrid Chat AI Service" means the service described in Clause 6.
• "Intellectual Property" includes all copyright, patents, trade marks, algorithms, system logic, software, scripts, training data, conversation flows and documentation.
• "Order Form" means any executed order, online sign-up, proposal acceptance, or onboarding document.
• "Provider" means Xtreme Digital Pty Ltd (ABN 66 619 207 877), trading as Live Chat Agent and Call Eva.
• "Services" means all services provided under or in connection with this Agreement.
• "Third-Party Platforms" includes Twilio, ElevenLabs, OpenAI, Azure, Google, Anthropic, AWS, Cloudflare, LiveChat, telecommunications carriers, and other third-party tools used by the Provider.
• "Voice AI Service" means the service described in Clause 7.

1.2 In interpreting this Agreement:

• Words in the singular include the plural and vice versa.
• References to legislation include amendments or replacements.
• Headings do not affect interpretation.
• If any provision is invalid, the remaining provisions continue in effect.

2. Agreement Structure

How these Terms interact with your Order Form

2.1 This Agreement consists of the Order Form and these Master Terms. Where they conflict, the Order Form prevails. Each Order Form constitutes a separate Agreement unless expressly stated otherwise.

2.2 The Provider may amend these Master Terms by giving the Client thirty days’ written notice. Continued use of the Services after that date constitutes acceptance of the amended terms.

3. Order Form and Acceptance

How Services are requested and legally accepted

3.1 Submitting an Order Form constitutes an offer by the Client to acquire the Services.

3.2 The Client acknowledges that the Provider may rely on instructions from any person representing themselves as acting for the Client.

3.3 The Provider may accept or reject any Order Form at its absolute discretion.

3.4 Upon acceptance, the Order Form becomes a binding Agreement that cannot be cancelled except with written approval from the Provider.

4. Term, Renewal and Termination

Duration of the Agreement and cancellation requirements

4.1 This Agreement begins on the Commencement Date and continues for the initial term stated in the Order Form. Unless otherwise stated, the Agreement renews automatically for successive periods equal to the initial term.

4.2 The Provider may revise the Fees by giving at least thirty days’ written notice.

4.3 The Client may terminate the Agreement by providing thirty days’ written notice, and remains liable for all Fees up to the effective termination date.

4.4 The Provider may suspend or terminate the Agreement immediately if the Client:

• Fails to pay any Fees when due.
• Breaches telecommunications, call-recording, AI-disclosure, privacy, or surveillance legislation.
• Misuses the Services or engages in unlawful conduct.
• Supplies misleading or inaccurate information.
• Engages in conduct that threatens system integrity or security.

4.5 Upon termination, all licences granted under this Agreement terminate immediately and the Provider may delete Client Data after any legally required retention period.

5. Licence Grant and Restrictions

Your rights to use the Services and important limitations

5.1 The Provider grants the Client a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to use the Services solely for the Client’s internal business purposes.

5.2 The Client must not:

• Reverse engineer, decompile, disassemble or attempt to derive the source code of the Services.
• Modify, copy, reproduce, replicate or create derivative works based on the Services.
• Build or attempt to build a competing product or service using the Services.
• Interfere with or disrupt the security, stability or integrity of the Services.
• Use automated tools, scraping software, data-mining processes or extraction technologies to access, copy or harvest any part of the Services (full-sentence bullet requirement).

6. Hybrid Chat AI Service

Including AI-generated and human-assisted chat

6.1 The Hybrid Chat AI Service comprises AI chat responses supplemented by human chat operators located in Australia or overseas.

6.2 The Client acknowledges that AI-generated content may contain inaccuracies, misinterpretations, or incomplete information, and the Client remains solely responsible for verifying any output before relying on it to make decisions.

7. Voice AI Service

Automated inbound and outbound call handling

7.1 The Voice AI Service includes automated call answering, outbound calling, sales and service campaigns, call routing, call transfers, recording, transcription and intent recognition.

7.2 The Client is solely responsible for ensuring legally required notifications regarding call recording, AI involvement and monitoring are communicated to callers in accordance with the Telecommunications (Interception and Access) Act 1979 (Cth) and applicable State laws.

7.3 The Client acknowledges that AI may misinterpret accents, unclear speech, noisy environments, or caller names, and accepts full responsibility for reviewing such outputs.

8. Third-Party Platforms

Use of external tools and responsibility for their performance

8.1 The Services depend on Third-Party Platforms such as Twilio, ElevenLabs, AWS, OpenAI, Azure, Google, and telecommunications carriers.

8.2 By using the Services, the Client agrees to all terms of service and acceptable use policies imposed by these third parties.

8.3 The Provider does not guarantee the availability, accuracy, uptime or continuity of any Third-Party Platform and is not liable for outages, rate limiting, policy changes, platform failures, latency or degradation, pricing changes or performance issues arising from them.

9. Overseas Processing and Subcontracting

Use of overseas personnel and data handling

9.1 The Client acknowledges and consents to the Provider using overseas contractors—including but not limited to teams located in India and the Philippines—for chat handling, QA monitoring, technical support, data processing and AI training.

9.2 The Client expressly consents to the secure transfer and storage of Client Data in such jurisdictions.

10. Data Protection, Privacy and AI Training

Data handling obligations under Australian law

10.1 The Provider complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

10.2 The Client warrants that all necessary consents have been obtained from individuals whose personal information is collected or processed through the Services.

10.3 The Client acknowledges and agrees that de-identified or anonymised Client Data may be used to train or improve AI systems supporting the Services.

10.4 The Provider does not guarantee security of data transmitted over the internet or telecommunications networks.

11. Intellectual Property

Ownership of all IP relating to the Services

11.1 All Intellectual Property in the Services is owned exclusively by the Provider or its licensors.

11.2 The Client acquires no rights other than the limited licence granted under Clause 5.

11.3 Any feedback or suggestions submitted by the Client become the property of the Provider without compensation.

11A. Ownership of Scripts, Prompts and Conversational Assets

Clarifying ownership of AI scripts and voice flows

All conversational scripts, voice prompts, chat flows, training data, dialogue patterns, automations, call-handling logic, intent libraries and system-generated content created or supplied by the Provider remain the exclusive property of the Provider. The Client receives only a limited licence to use such materials for the duration of this Agreement. Upon termination, the Client shall not copy, reproduce, adapt or use any such materials for the benefit of any third-party system or AI provider without the Provider’s express written consent.

12. Acceptable Use

Requirements, restrictions and prohibited conduct

12.1 The Client must comply with all laws applicable to AI, call-recording, privacy and telecommunications.

12.2 The Client must not:

• Use the Services in a manner that is unlawful, deceptive, harmful or misleading.
• Transmit or publish content that is offensive, abusive, hateful, discriminatory, defamatory or obscene.
• Introduce viruses, malware or harmful code into the Services.
• Attempt to bypass security mechanisms or interfere with operation of the Services.
• Attempt to analyse system behaviour for competitive or exploitative purposes.

12A. Fair Use, Volume Controls and Network Protection

Important limits to protect system stability

The Client acknowledges that the Services operate on shared infrastructure and rely upon third-party telecommunications, AI-processing and cloud platforms. In order to preserve network stability, the 12A.1 Provider may implement Fair Use controls where it reasonably considers that the Client’s usage is excessive, anomalous, harmful, abusive or operationally disruptive.

12A.2 The Provider may, without liability:

• Apply rate limits, concurrency limits or throughput caps to inbound or outbound calls, chats or API requests.
• Suspend or throttle usage where system behaviour indicates potential misuse, fraud, technical malfunction or security risk.
• Charge additional Fees for usage materially exceeding the volumes or assumptions contemplated in the Client’s Order Form.
• Require the Client to upgrade to a higher-volume plan where usage patterns exceed the scope of the originally contracted Services.

The Provider shall not be liable for any delay, limitation or impact on the Client’s operations arising from such Fair Use protection measures.

12B. Client Responsibilities for Legal and Operational Compliance

The Client warrants and undertakes that it shall:

• Obtain and provide all notices, warnings, announcements and consents legally required for call recording, AI involvement, monitoring, disclosure and data processing.
• Ensure that its website, call flows, messaging and customer communication channels display all disclosures required by telecommunications, privacy and surveillance laws.
• Maintain and update all business details supplied to the Provider, including trading hours, departments, transfer rules, pricing, service availability and operational instructions.
• Ensure the accuracy of all information provided to the Provider for AI training, scripting or automation purposes.
• Comply with all applicable laws relating to telemarketing, spam, consumer protection, fair trading and finance disclosure obligations.

The Client acknowledges that compliance with these obligations is essential to the lawful operation of the Services and agrees that the Provider bears no responsibility for the Client’s failure to meet such obligations.

12C. Lawful Use of Services

Ensuring the Services are only used for lawful purposes

The Client may only use the Services for lawful purposes. The Client must not use, attempt to use, or permit the use of the Services in any manner that:

• Violates any telecommunications, spam, marketing, privacy, surveillance or consumer law.
• Constitutes harassment, deception, intimidation or unlawful solicitation of customers.
• Misrepresents the Client’s products or services, including finance or insurance offerings regulated under Australian law.
• Attempts to mask or falsify caller identity or origin.

The Provider may immediately suspend or terminate the Services in the event of any breach of this clause.

12D. Right to Suspend the Services for High-Risk Activity

Immediate suspension rights for network protection

The Provider may, acting reasonably and without liability, temporarily suspend or restrict the Services where it identifies behaviour that threatens network stability, security or compliance, including:

• Suspected fraud, abuse, spam activity or bot-driven traffic.
• Excessive call attempts, abnormal volumes or patterns indicative of system malfunction.
• Security threats including hacking attempts, credential sharing or account compromise.
• Behaviour that risks breaching telecommunications, privacy or surveillance laws.

The Provider will notify the Client where practicable but may act immediately where required to protect its systems or legal obligations.

13. Fees, Payment Obligations and Refund Policy

When fees apply and refund limitations

13.1 The Client must pay all Fees specified in the Order Form and any usage-based charges.

13.2 Fees are non-refundable except where required by the Australian Consumer Law.

13.3 The Client acknowledges that Services such as AI usage, telephony calls, message actions, transcripts, chat handling and call transfers cannot be reversed once delivered, and therefore cannot qualify for refunds.

13.4 The Provider may suspend Services for non-payment.

13.5 The Client must pay any reasonable costs incurred by the Provider in recovering overdue amounts.

14. Disclaimers

Limitations on warranties and accuracy of AI systems

14.1 The Services are provided on an "as is" and "as available" basis.

14.2 The Provider does not warrant:

• That AI-generated content will be accurate, reliable or complete.
• That Third-Party Platforms will operate without failure or interruption.
• That telecommunications networks will operate continuously.
• That the Services will be free from errors, defects, latency or outages.

14.3 The Client accepts responsibility for verifying AI-generated outputs before relying on them.

14A. No Guarantee of Lead Conversion or Business Outcomes

Clarifying that results are not guaranteed

The Client acknowledges and agrees that the Provider does not guarantee, represent or warrant any particular commercial outcome, lead quality, conversion rate, sales result, revenue improvement, customer satisfaction level or business performance because of using the Services. Artificial intelligence systems, hybrid chat systems and automated telephony processes may affect engagement outcomes in ways that cannot be predicted or controlled. The Provider expressly disclaims all liability arising from any reliance placed by the Client on projected or expected commercial outcomes, whether such outcomes relate to the quality or volume of leads, customer behaviour, booking rates, or sales performance.

14B. Misconfiguration, Third-Party System Failures and Client-Side Errors

Protecting against errors caused by client systems

The Provider shall not be liable for faults, failures, delays, losses or inaccuracies arising from or in connection with:

• Misconfiguration of the Client’s CRM, telephony system, call-routing setup, API integrations, DNS, hosting environment or business applications.
• The Client’s failure to maintain accurate business information, routing instructions, opening hours or internal contact details.
• The Client’s inability to receive transfers due to line congestion, disabled features, PBX restrictions, number-blocking or network limitations.
• Failures caused by the Client’s internet, Wi-Fi network, firewalls, routers, local devices, security policies or third-party platforms.

The Client acknowledges that it bears exclusive responsibility for ensuring that its own systems are configured, maintained and monitored to support the Services.

14C. Service Availability and Absence of Service-Level Guarantee

No uptime guarantee unless explicitly contracted

While the Provider uses reasonable efforts to maintain continuous operation of the Services, the Provider makes no representation, warranty or guarantee regarding uptime, availability, response time or continuous operation. The Client acknowledges that the Services rely upon telecommunications networks, internet connectivity and third-party cloud providers that may experience outages or degradation. Any interruption, slowdown or unavailability of the Services does not constitute a breach of this Agreement, and the Provider shall not be liable to pay compensation, credits or refunds for such interruptions unless expressly required under the Australian Consumer Law.

14D. AI Output Variability and Client Duty to Supervise Content

Clarifying responsibility for oversight

The Client acknowledges that artificial intelligence systems may misinterpret user intent, generate responses that are incomplete, inaccurate or inappropriate, or behave unpredictably under certain conditions including unclear audio, accents, noise and unusual phrasing. The Client agrees that it has an ongoing duty to supervise AI-generated outputs and to verify any material information relied upon in its business operations. The Provider shall not be liable for losses arising from the Client’s reliance on AI-generated interpretations, summaries, bookings, messages or call-handling outcomes where human oversight would reasonably have prevented such losses.

15. Limitation of Liability

Limitations on claims and compensation

15.1 Except where required by the Australian Consumer Law, all conditions, warranties and guarantees are excluded.

15.2 Where liability cannot be excluded, the Provider’s liability is limited to supplying the Services again or paying for the cost of having them supplied again.

15.3 The Provider is not liable for:

• Loss of profits, revenue, goodwill, contracts or data.
• Consequential or indirect loss.
• Errors resulting from Client Data or reliance on AI output.
• Failures of telecommunications networks or Third-Party Platforms.

15.4 The Provider’s total aggregate liability is limited to the Fees paid by the Client in the preceding twelve months, capped at a maximum of AUD $500 unless the Australian Consumer Law requires otherwise.

15A. Limitation of Liability Relating to Telecommunications Services

Additional protections relating to carrier networks

The Client acknowledges that the Provider does not operate as a telecommunications carrier and relies upon third-party carriers for call routing, number assignment, SMS delivery, voice processing and connectivity. Accordingly, the Provider shall not be liable for:

• Call drops, latency, jitter, packet loss or degraded call quality caused by carrier networks.
• Delays or failures in SMS delivery or caller ID display.
• Incorrect caller location, caller line identification information or network-supplied metadata.
• Losses arising from number porting failures, routing delays, or emergency service unavailability.

The Client accepts all risks associated with telecommunications network behaviour outside the Provider’s control.

16. Indemnity

Your responsibility for losses caused to the Provider

16.1 The Client indemnifies the Provider against all claims, losses, damages, penalties, liabilities and legal costs arising from:

• Any breach of this Agreement.
• Any unlawful, negligent, deceptive or improper use of the Services.
• Any failure to comply with AI disclosure, privacy or call-recording laws.
• Any infringement of third-party intellectual property rights.
• Any failure to obtain required consents for personal information or call recordings.

16.2 This indemnity survives termination.

17. Confidentiality

Obligations relating to non-public information

17.1 Each Party must keep the other Party’s Confidential Information secure and protected from disclosure.

17.2 Confidential Information may only be disclosed where required by law or with written consent.

18. Force Majeure

When delays or failures are beyond control

18.1 The Provider will not be liable for delays or failures caused by events beyond its reasonable control, including cyberattacks, telecommunications failures, outages of Third-Party Platforms, natural disasters, pandemics and infrastructure failures.

19. Dispute Resolution

Process for resolving disputes prior to litigation

19.1 The Parties must attempt to resolve disputes in good faith for at least fourteen days.

19.2 If unresolved, the dispute must be referred to mediation in New South Wales before litigation is commenced, excluding urgent injunctive matters.

20. Governing Law and Jurisdiction

Legal jurisdiction for resolving disputes

20.1 This Agreement is governed by the laws of New South Wales, Australia.

20.2 Each Party submits exclusively to the courts of New South Wales.

21. Notices

How formal notices must be sent

21.1 Notices must be in writing and delivered by email or registered post.

21.2 Notices sent by email are deemed received when transmitted unless sent outside business hours.

22. Entire Agreement, Variation and Waiver

Complete contract and variation requirements

22.1 This Agreement constitutes the entire agreement between the Parties.

22.2 No variation is effective unless in writing, except as permitted under Clause 2.2.

22.3 A failure to enforce any provision is not a waiver.

23. Survival

Clauses that continue after termination

23.1 Provisions relating to confidentiality, intellectual property, indemnity, liability, privacy, governing law and any clause intended to survive termination shall continue in force after expiry or termination of this Agreement.