1. NeuralNet Chat owns and operates the NeuralNet Leads business, which has developed and deploys automated lead search, email, SMS and voice chatbot systems for clients’ businesses.
2. The Client owns and operates a business and has requested NeuralNet Chat to develop and deploy an automated chatbot system for the Client’s business.
3. NeuralNet Chat has agreed to develop and deploy the automated leads software system for the Client’s business on the following terms and conditions.

2. Application Of These Terms And Conditions
   2.1 These Terms constitute the whole of the agreement between NeuralNet Chat and the Customer. Any other contractual terms of the Customer which are in any way contrary to or inconsistent with these Terms will not apply and will not constitute a Counter-offer.

    

   2.2 By receiving a supply of the Services from NeuralNet Chat, the Customer is deemed to have agreed that these Terms will apply to the supply of the Services to the exclusion of all other contractual terms, and whether or not the Customer has signed these Terms.

    

   2.3 These Terms commence on the earlier of:

   2.3.1 the date on which the Customer signs these Terms and returns them to NeuralNet Chat; and

   2.3.2 the date on which NeuralNet Chat begins supplying the Services to the Customer.

3.2 Without limiting any other provision of these Terms in any way, the Customer shall fully cooperate with NeuralNet Chat by providing all necessary information, access, and approvals in a timely manner to facilitate the development and deployment of the Services.

4.1 NeuralNet Leads 2-Bot Systems

Each 2-Bot plan includes:

5.1 The Customer must pay NeuralNet Chat for the Services as follows:

5.1.1 The Customer must pay NeuralNet Chat the Price for the Services.

5.1.2 Before NeuralNet Chat commences any work to supply the Services, the Customer must pay the Deposit to NeuralNet Chat.

5.1.3 The Customer must pay the balance of the Price to NeuralNet Chat within seven (7) days after the latter of the following: 

NeuralNet Chat has completed the provision of the Services to the Customer; and NeuralNet Chat has issued a tax invoice to the Customer for the balance of the Price.5.2 Unless otherwise agreed in writing, the Customer must make all payments of the Price electronically to NeuralNet Chat’s nominated bank account as stated in any tax invoice or other payment directions issued by NeuralNet Chat.5.3 Before making any payment, the Customer is responsible for:

5.3.1 confirming the NeuralNet Chat’s nominated bank account details by telephone; and

5.3.2 taking other steps that are reasonable to verify NeuralNet Chat’s nominated bank account details.

5.4 NeuralNet Chat will have no liability for any payment that the Customer purports to make in respect of the Price (or any other monies payable to NeuralNet Chat pursuant to these Terms) to an incorrect bank account or the bank account of a third party as a result of:

5.4.1 any error or mistake by the Customer; or

5.4.2 any fraudulent conduct (including any cyber fraud) by a third party.

5.5 The Customer will remain responsible for paying the Price in full notwithstanding that the Customer might have made a purported payment in respect of the Price to an incorrect bank account or the bank account of a third party as contemplated by Clause 5.4.

Enterprise Plan Payment Options

5.6 Monthly Subscription

7.1.1 will receive information about the Customer and its business; and

7.1.2 may for the purpose of supplying the Services, store the information referred to in Clause 7.1.1 or supply it as required to third parties.7.2 NeuralNet Chat will only use any information that it receives about the Customer and its business for the purposes of:

7.2.1 supplying the Services to the Customer;

7.2.2 invoicing the Customer for the supply of the Services.

7.3 NeuralNet Chat will only use any information that it receives about the Customer and its business where it is reasonably necessary to do so for either of the purposes referred to in Clause 7.2 or where NeuralNet Chat is legally required to do so.

7.4 If any information that NeuralNet Chat receives about the Customer and its business includes any personal information about the Customer’s officers, employees, contractors, clients or customers, the Customer warrants to NeuralNet Chat that the Customer has obtained the prior consent from those officers, employees, contractors, clients or customers to pass that information to NeuralNet Chat and for NeuralNet Chat to use that information in accordance with these Terms.

7.5 The Customer must indemnify NeuralNet Chat and hold NeuralNet Chat harmless against any claims, demands, losses, damages, liabilities and costs (including any legal costs on an indemnity basis) whatsoever which NeuralNet Chat might suffer or incur (and whether directly or indirectly) as a result of a breach by the Customer of the warranty is given in this Clause 7.4.

NeuralNet Leads credits are used for AI-powered lead generation and engagement.

8.1 Customers may purchase additional NeuralNet Leads credits at a rate of $0.99 AUD per credit, subject to future pricing adjustments.8.2 Provider reserves the right to adjust credit pricing with 30 days’ notice.

9.1 Customers may cancel their Subscription Plan with a 30-day written notice.

9.2 Upon cancellation, no refunds or prorated credits will be issued. Customers will retain access until the end of the current billing cycle, after which services will terminate.

10.1 NeuralNet Chat Pty Ltd does not guarantee any specific sales or lead generation results from the NeuralNet Leads service.

11.1 Subject to Clause 8 below, except where NeuralNet Chat has been negligent, to the maximum extent permitted by law, NeuralNet Chat shall not be liable for any indirect, incidental, or consequential damages, including but not limited to lost profits, business interruption, or data loss, arising out of or in connection with the provision of Services, except where caused by gross negligence or willful misconduct.11.2 Nothing in these Terms is intended to exclude or modify or has the effect of excluding or modifying, any terms, warranties or guarantees which, by operation of any statute (including, without limitation, the Australian Consumer Law):

11.2.1 form part of or apply to these Terms; and

11.2.2 cannot be modified or excluded from forming part of or applying to these Terms.

11.3 If in connection with the supply of the Services to the Customer:

11.3.1 NeuralNet Chat has been negligent; or

11.3.2 any terms, warranties or guarantees which, by operation of any statute (including, without limitation, the Australian Consumer Law):  form part of or apply to these Terms; or

b. cannot be modified or excluded from forming part of or applying to these Terms then the liability of NeuralNet Chat is limited to the following:
11.3.3 the supply of the Services again;

11.3.4 the payment of the cost of having the Services supplied again.

12.1 The Customer must indemnify NeuralNet Chat for any claims, demands, losses,  damages, liabilities and costs (including any legal costs on an indemnity basis) whatsoever which NeuralNet Chat might suffer or incur (and whether directly or indirectly) as a result of:12.1.1 any breach of these Terms by the Customer; and

12.1.2 any breach by the Customer of any terms of use of any software or online platform including without limitation any software or social media platform including Go High Level, Sythnflow, CloseBot, Google, LinkedIn, Facebook, WhatsApp, Instagram or Tik Tok.

13.1 Where the Customer is a company, and if requested by NeuralNet Chat, The customer must procure that any directors of the Company give to NeuralNet Chat a personal guarantee from those directors for the obligations of the Customer pursuant to these Terms.13.2 Any personal guarantee to be given pursuant to Clause 9.1 is to be in the standard form of guarantee required by NeuralNet Chat at that time.

13.3 NeuralNet Chat is under no obligation to commence to supply the Services to the Customer pursuant to these Terms unless and until NeuralNet Chat has received any personal guarantees that NeuralNet Chat has requested from the Customer’s directors  pursuant to Clause 9.1.

14.1 NeuralNet Chat is the owner of all intellectual property that to be used in connection with the supply of the Services pursuant to these Terms including, without limitation, all specific processes, procedures, configurations and methods used by NeuralNet Chat to develop and deploy the software and other automated systems for the Customer.14.2 The Customer shall not, without prior written consent from NeuralNet Chat:

14.2.1 asssign, transfer, or disclose any NeuralNet Chat intellectual property to third parties in connection with the supply of the Services pursuant to these Terms; or

14.2.2 specific processes, procedures, configurations and methods used by NeuralNet Chat in which the intellectual property referred to in Clause 14.2.1 Inheres.

15.1.3 Customers subscribed to the 3-Bot or 4-Bot Enterprise packages are entitled to four (4) individual training sessions. These sessions will be available three (3) times per week at no additional cost and do not include any ongoing services for the training of the Customer or its officers, employees or contractors in the use of the software.

15.2 The Customer further acknowledges and agrees that NeuralNet Chat will provide any ongoing services for maintenance or management of the software and the training of the Customer or its officers, employees or contractors in the use of the software pursuant to a separate and additional set of terms for maintenance and training.

15.3 The Customer further acknowledges and agrees that any additional services that:

15.3.1 The customer requests NeuralNet Chat to supply pursuant to these Terms; and

15.3.2 do not form part of the Services and will be charged to the Customer at the rate of charge set out in a separate Scope Of Work (SOW) document.

15.4 The Customer further acknowledges and agrees that NeuralNet Chat is under no obligation to supply any additional services that the Customer might request pursuant  to Clause 15.3. NeuralNet Chat may choose to supply any additional services that are requested in its sole and absolute discretion.

16.2  Automatic Renewal: Subscriptions will automatically renew unless canceled in accordance with the Cancellation Policy. 

16.3 Price Adjustments: Any changes to pricing, credits, or services will be communicated at least 30 days in advance. 

16.4 Severability: If any provision of these Terms proves to be illegal or unenforceable pursuant to any statute, rule of law or for any other reason, then that provision is deemed to be omitted from these Terms without affecting the legality of the remaining provisions of these Terms, which will continue in full force and effect.

16.5 GST: All prices and monetary amounts stated in these Terms are exclusive of GST and if any GST is payable by the Customer in respect of the supply of Goods or Services to the Customer, then the price specified for that supply (‘original price’) is to be increased so that NeuralNet Chat receives an amount (‘increased price’) which, after subtracting the GST liability of NeuralNet Chat on that increased price, results in NeuralNet Chat obtaining the original price after payment of that GST liability.

16.6 Entire Agreement: These Terms constitute the entire agreement between the parties with respect to the subject matter hereof. Any prior arrangements, agreements, representations or undertakings are hereby superseded.

16.7 Force Majeure: Neither party will be liable in damages for, nor will these Terms be terminable or cancelable by reason of, any delay or default in such party’s performance if such default or delay is caused by events beyond such party’s reasonable control including, but not limited to, acts of God regulation or law or other action of any Government or agency thereof, war or insurrection civil commotion destruction of production facilities or materials by earthquake fire flood storm labour disturbance or other accidental or other cause beyond the reasonable control of the party. Each party agrees to endeavour to resume its performance hereunder as soon as is reasonably practicable if such performance is delayed or interrupted by reason of force majeure.

16.8 Waiver: Any waiver in regard to the performance of these Terms operates only if in writing and applies only to the specified instance, and must not affect the existence and continued applicability of the terms of the Terms thereafter.

16.9 Amendments: These Terms may not be varied except in writing signed by both of the parties.

16.10 Governing Law and Jurisdiction: These Terms must be read and construed according to the laws of the State of Victoria and the Courts of the State of Victoria will have exclusive jurisdiction for the resolution of any dispute between the parties arising out of these Terms.

16.11 Dispute Resolution: Any disputes arising under this Agreement shall be subject to mediation in Melbourne, Victoria, before proceeding to litigation.

16.12 No Assignment: The Customer must not assign the benefit of these Terms without first obtaining the written consent of NeuralNet Chat. NeuralNet Chat may grant or withhold its consent in its absolute discretion and may grant its consent subject to any conditions. NeuralNet Chat may assign its rights and benefits under these Terms at any time and without first obtaining the consent of the Customer. 

16.13 Electronic Execution and Exchange: The parties agree that these Terms may be executed electronically (including by DocuSign or Adobe Sign). The parties also agree that these Terms may be exchanged electronically (including by DocuSign or Adobe Sign or by email). 

Authorised Representative:

Rory Clark 
NeuralNet Chat Pty Ltd
25/140 William Street, Melbourne, Australia, 3000

Email: info@neuralnetchat.com
NeuralNet Leads Website: https://neuralnetleads.com

For all contract-related inquiries, contact us via our support portal at: support@neuralnetleads.com