Terms of Conditions

1. Agreement to Terms

These Terms of Conditions ("Terms") constitute a legally binding agreement between you and NexDesign Agency Pty Ltd (ACN: 643850159) trading as NexChat ("Company", "we", "our", or "us") concerning your access to and use of the NexChat platform and services (the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services. These Terms are governed by the laws of Victoria, Australia.

2. Eligibility

To use our Services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using our Services under Australian law
• Provide accurate and complete registration information
• Maintain the security of your account credentials

If you are accepting these Terms on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.

3. Account Registration and Security

When you create an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized access
• Accept responsibility for all activities under your account

We reserve the right to suspend or terminate accounts that provide false information or violate these Terms.

4. Services Description

NexChat provides an AI-powered chatbot platform that enables businesses to:

• Create and deploy AI chatbots
• Manage customer conversations
• Integrate with third-party AI services
• Access analytics and reporting tools
• Customize chatbot appearance and behavior

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice.

5. Subscription and Billing

5.1 Subscription Plans: Our Services are offered on a subscription basis with various plans and pricing tiers. Details of current plans are available on our pricing page.

5.2 Billing: By subscribing to a paid plan, you authorize us to charge your payment method on a recurring basis. All fees are in Australian Dollars (AUD) unless otherwise stated and include GST where applicable.

5.3 Free Trial: We may offer free trials for certain plans. You will not be charged during the trial period. At the end of the trial, your subscription will automatically convert to a paid plan unless you cancel.

5.4 Refunds: Refunds are provided in accordance with Australian Consumer Law. Fees are generally non-refundable except where required by law or as specified in our refund policy.

5.5 Price Changes: We reserve the right to change our pricing with at least 30 days notice. Continued use of the Services after a price change constitutes acceptance of the new pricing.

6. Acceptable Use Policy

You agree not to use our Services to:

• Violate any Australian or international laws or regulations
• Infringe on intellectual property rights of others
• Transmit harmful, offensive, or illegal content
• Engage in fraud, deception, or misleading conduct
• Distribute malware, viruses, or harmful code
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt the Services
• Scrape or collect data without authorization
• Impersonate others or misrepresent your identity
• Use the Services for automated or high-volume queries that abuse the system

7. Intellectual Property Rights

7.1 Our IP: The Services, including all software, designs, text, graphics, and other content, are owned by or licensed to us and are protected by Australian and international intellectual property laws.

7.2 License to You: We grant you a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes, subject to these Terms.

7.3 Your Content: You retain ownership of any content you upload or create using our Services ("Your Content"). By using our Services, you grant us a license to use, store, and process Your Content solely to provide the Services.

7.4 Feedback: Any feedback, suggestions, or ideas you provide to us may be used by us without obligation or compensation to you.

8. Third-Party Services

Our Services integrate with third-party services, including AI providers like OpenAI. Your use of third-party services is subject to their respective terms and conditions. We are not responsible for third-party services or content.

You acknowledge that third-party API costs may apply based on your usage, and you are responsible for managing your API usage and costs.

9. Data and Privacy

Your use of our Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. You acknowledge that:

• We collect and process personal information as described in our Privacy Policy
• You are responsible for ensuring your use of the Services complies with applicable privacy laws
• You have obtained necessary consents from your customers for data processing
• You will not upload sensitive personal information without appropriate safeguards

10. Warranties and Disclaimers

10.1 Service Availability: We strive to maintain 99.9% uptime but do not guarantee uninterrupted access. Services may be unavailable due to maintenance, updates, or circumstances beyond our control.

10.2 AI Accuracy: AI-generated responses may contain errors or inaccuracies. You are responsible for reviewing and verifying AI outputs before use.

10.3 Disclaimer: Except as required by Australian Consumer Law, the Services are provided "as is" without warranties of any kind. We disclaim all warranties, express or implied, including merchantability and fitness for a particular purpose.

11. Limitation of Liability

To the maximum extent permitted by Australian law:

• Our total liability to you for any claim arising from these Terms or the Services shall not exceed the amount you paid us in the 12 months preceding the claim
• We shall not be liable for indirect, incidental, special, consequential, or punitive damages
• We are not liable for loss of profits, revenue, data, or business opportunities

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Australian Consumer Law, including liability for death or personal injury caused by negligence.

12. Indemnification

You agree to indemnify and hold harmless NexDesign Agency Pty Ltd, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from your use of the Services, violation of these Terms, or infringement of any third-party rights.

13. Termination

13.1 By You: You may terminate your account at any time through your account settings or by contacting us. Termination does not entitle you to a refund of prepaid fees.

13.2 By Us: We may suspend or terminate your account if you violate these Terms, fail to pay fees, or for any other reason with reasonable notice.

13.3 Effect of Termination: Upon termination, your right to use the Services ceases immediately. We may delete your data after a reasonable period. You remain liable for all fees incurred prior to termination.

14. Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement. To the extent permitted by law, our liability for breach of a non-excludable consumer guarantee is limited to, at our option, resupplying the Services or paying the cost of resupplying the Services.

15. Dispute Resolution

15.1 Informal Resolution: Before initiating formal proceedings, you agree to first contact us at hello@nexchat.co to attempt to resolve any dispute informally.

15.2 Mediation: If informal resolution fails, the parties agree to attempt mediation before pursuing litigation.

15.3 Governing Law: These Terms are governed by the laws of Victoria, Australia. Any legal proceedings must be brought in the courts of Victoria, Australia.

16. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by email or through the Services at least 14 days before the changes take effect. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

17. General Provisions

17.1 Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Services.

17.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17.3 Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

17.4 Assignment: You may not assign or transfer these Terms without our written consent. We may assign these Terms without restriction.

17.5 Force Majeure: We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control.

18. Contact Information

For questions about these Terms or our Services, please contact us:

19. Acknowledgment

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Conditions.