Terms of Service

1.1 Zenith CC provides AI-powered voice and messaging agents that help automotive dealerships handle customer enquiries. These include answering calls, sending and responding to SMS, capturing customer and vehicle details, making or requesting service bookings, and transferring conversations to your staff. The Service also includes a dashboard for reviewing calls, transcripts and reports.

1.2 We may update, improve or change features of the Service from time to time. We will not materially reduce the core functionality of a paid subscription during its current term without giving you reasonable notice.

2.1 You are responsible for the users you authorise to access the Service on your behalf and for all activity under your accounts.

2.2 You must keep login credentials and any API keys confidential, ensure information you provide to us is accurate, and notify us promptly if you become aware of any unauthorised access or use.

3.1 The Service uses automated systems, including artificial intelligence provided by third parties, to understand and respond to your customers. AI agents may mishear, misunderstand or respond incorrectly. This includes errors in names, phone numbers, vehicle registrations, booking details and other information.

3.2 You are responsible for:

• reviewing bookings, messages and other information captured or created by the Service before relying on them;
• maintaining reasonable processes for your staff to handle transferred calls, follow-ups and customer complaints; and
• the information, scripts, policies and instructions you ask us to configure the agents with.

3.3 The Service is not designed for emergencies or for safety-critical communications. It must not be relied on as the only way for customers to contact you about urgent vehicle safety issues.

3.4 Bookings made through integrations with your dealer management or booking systems depend on those systems. Some bookings may be created as provisional, may require manual confirmation, or may not be completed. It is your responsibility to check them.

4.1 The Service records and transcribes calls and stores message content in order to operate, provide reporting and support quality review.

4.2 You are responsible for making sure that your use of the Service complies with applicable laws. This includes laws on call recording, surveillance devices, telecommunications, privacy, spam and telemarketing. In particular, you are responsible for ensuring that:

• callers are appropriately informed that calls may be recorded and that they may be speaking with an automated agent;
• you have the consents required to contact customers through any outbound calls or SMS campaigns, including under the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth); and
• opt-out requests are honoured.

4.3 We can help configure greetings and disclosures on request. Configuring them does not make us responsible for your legal compliance.

5.1 Ownership. You retain ownership of all data and content submitted to or generated through the Service on your behalf, including call recordings, transcripts, messages, customer details and booking information ("Customer Data").

5.2 Our use. You grant us a non-exclusive licence to host, store, process and transmit Customer Data as needed to provide, secure, support, maintain and improve the Service for you, and as otherwise instructed by you. We do not sell Customer Data.

5.3 Usage data. We may collect technical and usage information about how the Service is used, and may use it in aggregated or de-identified form to operate and improve the Service.

5.4 Your responsibilities. You are responsible for having all rights, notices and consents needed for us to process Customer Data under these Terms.

5.5 Retention and deletion. We retain Customer Data in line with your order form or, if none is specified, for the duration of your subscription. You may ask us to delete specific Customer Data sooner. After your subscription ends, you may request an export of available Customer Data within 30 days. We will then delete or de-identify Customer Data within a reasonable period, except where we are required by law to retain it. Residual copies may remain in backups or with our service providers for a limited period before being deleted.

5.6 Privacy. Our handling of personal information is described in our Privacy Policy.

We implement reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, loss or disclosure. However, no system is completely secure, and we cannot guarantee that Customer Data will never be subject to unauthorised access.

7.1 The Service relies on third-party services, including telephony carriers, voice and AI providers, hosting providers, and your dealer management, booking and phone systems ("Third-Party Services").

7.2 Call quality, call connection and transfers, message delivery and integration features depend on Third-Party Services and on your own phone system configuration. We are not responsible for failures or limitations caused by Third-Party Services or your systems. We will, however, work with you in good faith to investigate issues.

7.3 Phone numbers we provide to you remain subject to the terms of the relevant carrier. On termination, we will reasonably assist with porting numbers where the carrier permits it.

You must not, and must not allow others to:

• use the Service in breach of any law, including to make unsolicited, misleading or unlawful calls or messages;
• configure agents to impersonate a real person or to mislead callers about their automated nature where disclosure is required by law;
• access or attempt to access data belonging to other customers;
• interfere with, disrupt or attempt to gain unauthorised access to the Service or its systems;
• copy, modify, reverse engineer or create derivative works of the Service, except as permitted by law; or
• resell, sublicense or provide the Service to third parties without our written consent.

9.1 You agree to pay the fees set out in your order form or as otherwise agreed with us in writing. These may include subscription fees and usage-based charges, such as call minutes, SMS or phone numbers.

9.2 Unless stated otherwise, fees are invoiced monthly, payable within 14 days of the invoice date and exclusive of GST and other applicable taxes.

9.3 If fees remain unpaid after we have given you written notice and at least 14 days to pay, we may suspend access to the Service until payment is received.

9.4 We may change our fees with effect from your next renewal by giving you at least 30 days' written notice.

10.1 We use reasonable efforts to keep the Service available and to provide support during our normal business hours. Any specific service levels will be set out in your order form.

10.2 The Service may occasionally be unavailable or degraded due to scheduled maintenance, upgrades, Third-Party Service outages or events outside our reasonable control. You should maintain an alternative way for calls to reach your staff if the Service is unavailable.

11.1 We and our licensors own all rights in the Service, including its software, agent configurations, prompts, design and documentation. Except for the limited right to use the Service under these Terms, no rights are transferred to you.

11.2 If you provide feedback or suggestions, we may use them without restriction or obligation to you.

Each party must keep confidential any non-public information received from the other party in connection with the Service, and use it only for the purposes of these Terms. This does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

13.1 Your subscription runs for the term set out in your order form and renews as described there.

13.2 Either party may terminate by written notice if the other party materially breaches these Terms and does not remedy the breach within 30 days of receiving notice of it.

13.3 We may suspend access to the Service, in whole or in part, where reasonably necessary to address a security risk, prevent harm to the Service, callers or other customers, or comply with law. We will give notice where practical and restore access once the issue is resolved.

13.4 On termination, your right to use the Service ends and clause 5.5 applies to your Customer Data. Clauses that by their nature should survive termination will survive.

14.1 Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by law (including the Australian Consumer Law) that cannot lawfully be excluded or limited ("Non-Excludable Rights").

14.2 Subject to the Non-Excludable Rights, the Service is provided on an "as is" and "as available" basis. We do not warrant that it will be uninterrupted or error-free, that AI agents will respond accurately in every case, or that it will achieve any particular business outcome, such as booking volumes or call handling rates.

15.1 To the extent permitted by law, neither party is liable for any indirect or consequential loss, or for any loss of profits, revenue, bookings, business or goodwill, arising in connection with these Terms.

15.2 To the extent permitted by law, each party's total aggregate liability arising in connection with these Terms is limited to the fees paid or payable by you to us in the 12 months before the event giving rise to the claim. This limit does not apply to your obligation to pay fees.

15.3 Where our liability for a breach of a Non-Excludable Right can be limited, it is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

15.4 Nothing in these Terms limits liability for fraud or any liability that cannot be limited by law.

You indemnify us against third-party claims to the extent they arise from the calls or messages made on your instructions, or from Customer Data processed on your behalf, in breach of these Terms or applicable law. This includes failures to give required disclosures or obtain required consents.

We may update these Terms from time to time. We will give you at least 30 days' notice of any material change. If you do not agree to the change, you may terminate your subscription before the change takes effect and we will refund any prepaid fees for the unused portion of your term.

18.1 Governing law. These Terms are governed by the laws of South Australia, Australia, and each party submits to the non-exclusive jurisdiction of its courts.

18.2 Events outside our control. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including carrier or network outages, other than payment obligations.

18.3 Assignment. You may not assign your rights under these Terms without our written consent, which we will not unreasonably withhold. We may assign our rights to a related entity or a successor to our business on notice to you.

18.4 Entire agreement. These Terms, together with your order form and our Privacy Policy, form the entire agreement between the parties regarding the Service.

18.5 Severability. If any provision is found unenforceable, it will be read down to the extent necessary and the remaining provisions will continue to apply.

18.6 No waiver. A failure to enforce a right is not a waiver of that right.