Jamie Clerk

These Terms & Conditions (the Terms) govern your access to and use of the Jamie Clerk service (the Service) provided by Jamie Clerk Pty Ltd (ABN 67 698 745 881) (Jamie Clerk, we, us or our). By signing up for, accessing, or using the Service you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you warrant that you have authority to bind that organisation, and You and Your in these Terms refer to that organisation.

In these Terms, capitalised words have the meanings set out below.

Agreement means these Terms together with any Subscription Documentation, our Privacy Policy and any Data Processing Addendum executed between the parties.

Australian Consumer Law or ACL means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Customer Data means any data, content, messages, documents, contacts or other materials You or Your end customers upload to, or generate within, the Service — including conversations between Jamie and Your customers.

End Customer means a customer or prospective customer of Your business who interacts with the Service (for example, by sending a message to the Jamie chat widget on Your website).

Jamie Output means any reply, summary, classification, confidence score, suggested rule or other content generated by the Service in response to Customer Data.

Privacy Act means the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) contained in it.

Subscription Documentation means the order form, sign-up flow, pricing page or invoice that records the plan, Fees and term You have subscribed to.

Sub-processor means a third party engaged by Jamie Clerk to process Customer Data on our behalf to deliver the Service (for example, our cloud hosting provider or large language model providers).

Jamie Clerk is an AI customer-service assistant and lightweight CRM for small service businesses. The Service includes a web-based chat widget, an inbox and dashboard, automated reply generation grounded in Your business knowledge base, confidence scoring, human-in-the-loop review, and contact records.

We provide the Service on a software-as-a-service basis. You access it through a web browser and, where available, native mobile apps. We may add, modify, or remove features over time; where a change materially reduces functionality You rely on, we will give You reasonable advance notice.

The Service is not a substitute for professional advice. Jamie Output may include suggested replies on health, fitness, legal, financial or other regulated topics that originate from Your knowledge base. You are responsible for ensuring that those replies are accurate, appropriate, and lawful for Your industry, and for keeping a human in the loop where required.

You must be at least 18 years old and capable of forming a binding contract under Australian law to use the Service. The Service is intended for businesses, not consumers in their personal capacity.

You are responsible for keeping Your account credentials confidential and for all activity that occurs under Your account. Notify us through the Service as soon as You become aware of any unauthorised access.

You may invite team members and grant them administrator-level permissions. Administrator actions (including adjusting Jamie's settings, knowledge base, rules, and the handover threshold) are deemed to be Your actions, and we are not liable for the consequences of those actions.

You must use the Service only for lawful purposes and in accordance with these Terms. In particular, You must not:

(a) represent or imply that Jamie is a human — Jamie is an AI assistant and the Service is designed to disclose this clearly to End Customers;

(b) use the Service to send unsolicited commercial electronic messages in breach of the Spam Act 2003 (Cth) or to make unsolicited calls in breach of the Do Not Call Register Act 2006 (Cth);

(c) submit Customer Data containing payment card numbers, government identifiers (such as Medicare or TFN), or passwords, or any records sourced from the My Health Record system established under the My Health Records Act 2012 (Cth);

(d) use the Service to provide regulated medical, legal, or financial advice without a qualified human reviewer in the loop;

(e) attempt to reverse engineer, decompile, scrape, or otherwise extract the underlying models, prompts, or source code of the Service, or use Jamie Output to train a competing product;

(f) interfere with the integrity, performance, or security of the Service, or circumvent any usage limits set out in Your Subscription Documentation.

We may suspend Your access if we reasonably believe You are in breach of this section, and we will tell You why as soon as practicable.

As between You and us, You retain all right, title, and interest in and to Customer Data. We do not claim ownership of Customer Data.

You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, display, and create derived signals from Customer Data solely for the purposes of operating, securing, supporting, and improving the Service for You; generating Jamie Output on Your behalf; producing operational metrics (such as confidence scores and handover counts) for Your dashboard; and complying with our legal obligations.

We do not use Customer Data that identifies You or Your End Customers to train foundation models, and we contractually require our LLM Sub-processors not to do so either. We may use de-identified and aggregated signals derived from Customer Data (for example, anonymised confidence-score distributions or rule-acceptance rates) to evaluate model performance and improve features of the Service.

Our handling of personal information contained in Customer Data is governed by our Privacy Policy and, where applicable, our Data Processing Addendum. We maintain administrative, technical and physical safeguards designed to protect Customer Data appropriate to its sensitivity; however, no system is perfectly secure and we cannot guarantee absolute security.

Jamie Output is generated by AI models that draw on Your knowledge base, the conversation context, and underlying foundation models provided by our LLM Sub-processors. As between You and us, You own the Jamie Output, subject to the licence in section 5.2 and to the underlying intellectual property of the foundation models.

AI output may be wrong. The Service generates probabilistic responses and may produce inaccurate, incomplete, biased or otherwise inappropriate content (including so-called "hallucinations"). Jamie scores its own confidence and is designed to hand low-confidence conversations to a human reviewer, but that mechanism is a safeguard, not a guarantee. You are responsible for reviewing, approving and editing Jamie Output before it is acted on in any high-stakes context.

Jamie Output is not professional advice. Nothing produced by the Service is medical, dietary, health, legal, financial, taxation, or other professional advice. Where Your business operates in a regulated industry (including, for example, allied health, fitness, healthcare, legal services or financial services), You are solely responsible for ensuring that Jamie Output is reviewed by an appropriately qualified person before it is relied upon by an End Customer, and for complying with any registration, licensing, or conduct obligations that apply to Your industry.

Jamie does not impersonate humans and is configured to identify itself as an AI assistant when asked. We will not send marketing emails to Your End Customers without Your explicit configuration of that behaviour.

You agree to pay the fees set out in Your Subscription Documentation (the Fees). Fees are charged in advance for the relevant billing cycle (monthly or annually) via the payment method on file and, except as required by law or as expressly stated in these Terms, are non-refundable.

Unless stated otherwise, Fees are exclusive of GST and any other applicable taxes. We are not currently registered for GST under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). If and when we become registered for GST, where a supply made by us under these Terms is a "taxable supply" within the meaning of that Act, You must pay us, in addition to the consideration for the supply, an additional amount equal to the GST payable on that supply at the same time as the consideration is payable, and we will provide a valid tax invoice. Customers located outside Australia are not charged Australian GST in respect of supplies made to them outside Australia, but remain responsible for any sales tax, VAT, withholding tax or other levy imposed by their own jurisdiction.

We may change the Fees by giving You at least 30 days' written notice, with the change taking effect from the next renewal of Your subscription. If You do not accept the change, You may terminate the affected subscription before the change takes effect by giving us notice in accordance with section 9, and we will refund any pre-paid Fees attributable to the period after termination.

If an invoice is overdue and remains unpaid for more than 14 days after we have given You written notice of the overdue amount, we may: (a) charge interest on the overdue amount at the Reserve Bank of Australia cash rate target plus 2% per annum, calculated daily; and (b) suspend Your access to the Service until the overdue amount (and any accrued interest) is paid. Suspension does not relieve You of the obligation to pay outstanding Fees.

We use Sub-processors to deliver the Service. Our current Sub-processors include Google Cloud Platform (hosting and infrastructure in Australia), Google Vertex AI (large language model inference and embedding generation, both served from Google's global endpoint predominantly in the United States), Firebase / Google (authentication and serverless functions), Cloudflare (bot protection and edge content delivery for the chat widget on a globally distributed network), Resend (transactional email delivery in the United States), Sentry (application error monitoring in the United States) and a third-party payment gateway. A current list with the countries in which each Sub-processor operates is maintained in our Privacy Policy and may be updated from time to time.

We remain responsible for the acts and omissions of our Sub-processors to the same extent as if those acts and omissions were our own.

The Agreement commences when You first sign up for the Service and continues for the subscription term set out in Your Subscription Documentation. Subscriptions auto-renew for successive equal terms unless either party gives notice of non-renewal at least 30 days before the end of the then-current term.

Either party may terminate the Agreement on written notice if the other party commits a material breach of the Agreement and fails to remedy that breach within 30 days of being given written notice of it.

Either party may also terminate the Agreement on written notice if the other party becomes bankrupt, becomes insolvent, or is unable to pay its debts as and when they fall due.

You may cancel Your subscription at any time from within the Service. Cancellation takes effect at the end of the then-current billing cycle and Fees already paid for that cycle are not refunded except where required by the Australian Consumer Law.

On termination Your right to access the Service ends. For 30 days after termination we will retain Customer Data and make it available for export. After that period we delete it and it cannot be recovered, except for de-identified or aggregated data and anything we must retain by law.

We retain all right, title, and interest in and to the Service, including all software, models, prompts, designs, documentation, trade marks, and know-how that make up the Service, and any improvements to them. Nothing in these Terms transfers any of those rights to You other than the limited right to use the Service in accordance with these Terms.

If You provide us with feedback or suggestions about the Service, You grant us a perpetual, irrevocable, royalty-free licence to use that feedback to improve the Service, without any obligation to compensate You.

Each party may receive information of the other party that is marked or reasonably understood to be confidential (Confidential Information). The receiving party will: (a) use Confidential Information only to perform the Agreement; (b) protect it with at least the same standard of care it uses for its own confidential information of a similar nature, and not less than reasonable care; and (c) limit access to those of its personnel and Sub-processors who have a need to know and who are bound by equivalent confidentiality obligations.

These obligations do not apply to information that is publicly known through no fault of the receiving party, was already known to the receiving party without restriction, was independently developed without reference to the disclosing party's information, or is required to be disclosed by law (in which case the receiving party will, where lawful, give the disclosing party reasonable advance notice).

To the maximum extent permitted by law, the Service is provided "as is" and "as available". We do not warrant that the Service will be uninterrupted, error-free, or that Jamie Output will be accurate or fit for any particular purpose.

Australian Consumer Law. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that You may have under the Australian Consumer Law or any other applicable law that cannot lawfully be excluded. Where the Service is supplied to You as a consumer within the meaning of the ACL, our liability for a failure to comply with a consumer guarantee that cannot lawfully be excluded is limited, at our option, to: (a) re-supplying the Service; or (b) paying the cost of having the Service re-supplied, except where it is not fair and reasonable for us to rely on that limitation.

Subject to section 12, to the maximum extent permitted by law: (a) neither party will be liable to the other for any indirect, incidental, special, consequential or punitive loss, including loss of profits, revenue, goodwill, data, or anticipated savings; and (b) each party's total aggregate liability arising out of or in connection with the Agreement (including under any indemnity in section 14) is limited to the Fees paid or payable by You to us under the Agreement in the 12 months immediately preceding the event giving rise to the claim.

The limitations in this section 13 do not apply to: (i) Your obligation to pay Fees; (ii) breaches of confidentiality under section 11; (iii) infringement of the other party's intellectual property rights; (iv) liability arising from a party's fraud or wilful misconduct; or (v) any other liability that cannot lawfully be excluded or limited under Australian law.

You will indemnify and keep us indemnified against any third-party claim, loss, damage, cost or expense (including reasonable legal fees) suffered or incurred by us and arising out of or in connection with: (a) Customer Data, including any claim that Customer Data infringes the rights of, or has caused harm to, a third party; (b) Your breach of section 4 (acceptable use); or (c) Your use of Jamie Output in a way that breaches applicable law or the rights of any third party.

We will indemnify You against any third-party claim that Your authorised use of the Service infringes that third party's intellectual property rights subsisting in Australia, provided You promptly notify us of the claim, give us sole control of the defence and settlement (and do not settle without our prior written consent), and reasonably cooperate with us at our cost. This indemnity does not apply where the claim arises from Customer Data, modifications to the Service made by You or at Your direction, or Your combination of the Service with other products or services not supplied by us.

The party seeking indemnification must take reasonable steps to mitigate its loss. The indemnities in this section 14 are subject to the cap on liability in section 13, except that the cap does not apply to our indemnity in the second paragraph of this section.

If a dispute arises out of or in connection with the Agreement, the parties will first attempt to resolve it by good-faith negotiation between senior representatives. If the dispute is not resolved within 30 days of written notice of the dispute, the parties agree to refer it to mediation in Brisbane, Queensland in accordance with the Resolution Institute Mediation Rules before commencing court proceedings, except where urgent injunctive or interlocutory relief is required. The costs of the mediator will be borne equally by the parties; each party will bear its own legal costs.

The Agreement is governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and the courts competent to hear appeals from those courts.

Assignment. You may not assign or transfer the Agreement without our prior written consent. We may assign the Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of our assets, on notice to You.

Notices. Notices to us must be sent through the Service or to such other channel as we publish for legal notices from time to time. Notices to You will be sent to the email address associated with Your account.

Variation. We may vary these Terms by posting an updated version. Any change takes effect 30 days after we notify You by email or in-product notice. If You do not agree to the change, You may terminate Your subscription before the change takes effect by giving us notice, and we will refund any pre-paid Fees attributable to the period after termination. Continued use of the Service after the change has taken effect constitutes acceptance of the change.

Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior discussions and agreements.

Severability. If any provision of these Terms is held to be unenforceable, that provision will be severed and the remaining provisions will continue in full force.

No waiver. A failure by either party to enforce a right under these Terms is not a waiver of that right.

Force majeure. Neither party is liable for any delay or failure to perform caused by an event beyond its reasonable control, including natural disasters, pandemics, internet or telecommunications failures, acts of government, or large-scale failures of upstream service providers.

Questions about these Terms, or support enquiries, can be sent to us through the Service.

The Service is provided by Jamie Clerk Pty Ltd (ABN 67 698 745 881).