Inspra Customer Terms
Genius365 Pty Ltd, trading as Inspra, Version 3.4, effective 3 November 2026
On this page
1.Introduction#
These are the customer terms for Inspra AI, the AI platform developed and supplied by Genius365 Pty Ltd ABN 50 679 963 967, trading as Inspra (Inspra, we, us). They apply to all Inspra products and use of the Inspra AI platform, and to any bolt-ons we agree to supply. If you also use our API, the API terms in Schedule 1 also apply.
These terms, together with the policies and other documents listed in clause 4A, form our agreement with you. The current versions, and earlier versions, are published at https://inspra.ai/legal.
2.About the Inspra AI platform#
- a.
The platform is a proprietary cloud-based platform for creating, deploying and operating AI-powered software and applications, including AI agents, AI applications, automation systems, voice bots and other voice AI applications.
- b.
Each voice bot can undertake a specialised telephone-based task. One bot might be created to conduct an opinion survey. Another might make a sales call to a consumer who agreed to be contacted for that purpose. Another might answer inbound calls to your business as a virtual receptionist, answering questions, taking messages or, if you connect a supported calendar, booking appointments.
- c.
A telephony service interfaces with the platform and enables each bot to communicate by telephone.
- d.
With access to the platform, you can create one or more bots, determine what they 'know' about the customer's goods, services or other matters, their behaviour and the content they will convey, and cause them to make or receive telephone calls to carry out their particular task (including what numbers are to be called and when they should be called, or how inbound calls are to be answered and handled) – the 'campaign design'.
- e.
Campaign design is your responsibility, and every campaign design is approved by you. Clause 11 sets out who owns the materials in it: your content, and bespoke campaign materials once you have paid for them, are yours; our templates, software and shared configurations remain ours. We provide the platform as a tool that you can use on your own account and in accordance with your own campaign design. If we assist you with onboarding or set-up, or supply a managed service, clause 10.2 applies to that assistance.
- f.
A bot that you create, or that we set up for you, is your agent, not ours. For your campaigns, we are a software licensor, not a marketer. (We do market our own products, as our Privacy Policy explains.)
- g.
We do not own or operate a telecommunications network or supply phone services. You can use your own carrier, or take phone numbers and voice carriage directly from our carrier partner (see clause 8). We are not a call centre: in your campaigns and on your numbers, you make and receive the calls, not us.
- h.
Campaigns are carried out by you and the bot(s) you create, not by us. You and the bot(s) you create deal with the public in your campaigns; we do not. If we supply a managed service, we set up, review and tune your bots and campaign designs for you (clause 10.3). Each of us keeps its own legal obligations, and you remain responsible for your campaigns, contacts and consents.
- i.
The platform and our products are not limited to voice bots. Where these terms refer to a bot, a call or a campaign, they apply with necessary changes to any other application, software or service we supply, whether on or in connection with the platform or otherwise.
- j.
Our products and services may incorporate or interoperate with artificial intelligence models, tools and services supplied by third parties. We may add, remove or substitute a third party AI provider, and the availability and performance of our products and services may depend on those providers. If a change of provider is likely to have a materially adverse impact on you, clause 14 applies to it. Our Sub-processor List names the providers that may handle your call data and personal information, and clause 4 of Schedule 3 applies when we add or replace one.
3.Australia: eligibility to use the Inspra AI platform and products#
- a.
We only supply Inspra products on the Inspra AI platform to persons carrying on a business in Australia with a valid ABN, including companies, sole traders, partnerships and trustees of trading trusts. We do not supply them for personal, domestic or household use.
- b.
When you sign up, you must confirm that you are carrying on a business in Australia. Before you buy a paid plan or credit, or make or receive live calls (whichever happens first), you must give us your ABN (and ACN, if you are a company), unless it is already stated in our proposal or your order. You warrant that the information you give us is correct and valid, and that you are acquiring the product in the course of carrying on a business.
- c.
If it is later determined that you are not carrying on a business, or that your ABN is not valid, we may give you a breach notice, and clause 15.2 applies. For example, you can cure the breach by giving us a valid ABN.
- d.
We may check the ABN and other details you give us against public registers, and use the results of the checks in clause 6.5(e), to decide whether to open your account. If we decline to open your account, we will tell you and refund any amount you have paid us. We may close an existing account only as these terms allow (for example under clause 15).
4.Application of these terms#
- a.
If you have not previously agreed to these terms, we will obtain your assent to them before supplying a product, for example by asking you to tick a box or click to accept them when you sign up.
- b.
If you have previously agreed to these terms, they apply to all products we subsequently supply unless we and you agree different terms or these terms are changed under clause 14.
- c.
If we supply you with an API, the API terms apply to it and its use.
- d.
To the extent of any inconsistency between the documents that form our agreement, the order of priority (from highest to lowest) is:
- i.
clauses 6.4, 11, 12, 13.1, 13.2 and 17 of these terms and Schedule 3, which special terms may vary only to give you greater protection, or in a document signed by both of us;
- ii.
any special terms, including an order form, statement of work, service level agreement or partner agreement agreed in writing by both of us, for the matters they deal with;
- iii.
the Campaign Terms, for campaigns, campaign telephony, batch calling and messaging, live transfers and lead transactions;
- iv.
the API terms;
- v.
the balance of these terms; and
- vi.
the Acceptable Use Policy.
This order applies only to a genuine inconsistency. Where the Acceptable Use Policy or the Campaign Terms set a stricter rule of conduct than another document, you must comply with the stricter rule.
- i.
- e.
Terms in your purchase orders, vendor portals or similar documents do not apply unless we agree to them in writing.
4A.Policies and other documents#
- a.
Our Acceptable Use Policy and our Campaign and Batch Calling Terms (Campaign Terms), published at https://inspra.ai/legal, form part of our agreement with you. The Acceptable Use Policy applies to all use of a product. The Campaign Terms apply when you use a product for an outbound campaign, batch calling or batch messaging, a live transfer or a lead transaction. Carrier Terms means a carrier partner's terms that you accept under clause 8.3(a). They are a separate agreement between you and the carrier partner and do not form part of your agreement with us.
- b.
Our Privacy Policy, Cookie Policy and Sub-processor List explain how we handle personal information and which providers we use. Clause 12.2 sets out our privacy commitments to you.
- c.
Service levels, service credits, dedicated hosting and Australian-only processing apply only if special terms signed by both of us provide for them, for example on an Enterprise plan. Terms for reselling or white-labelling a product are set out in a partner agreement.
- d.
We may update a document listed in this clause 4A. An update that is likely to have a materially adverse impact on you takes effect only under clause 14 (see clause 22.2(e)).
5.Licence#
- a.
Subject to these terms, we grant you a licence to use a product on our platform for your internal business purposes only, unless you are authorised to resell or supply a product to your own customers under a partner agreement, in which case that partner agreement applies to the extent of any inconsistency with these terms. A partner agreement does not reduce the protections that the Acceptable Use Policy, the Campaign Terms and Schedule 3 give to the people that bots interact with.
- b.
Your licence starts when you accept these terms and we open your account or accept your order (licence date). No prepayment is needed for the free start under clause 6.5. A paid product starts when you have made the prepayment it requires.
- c.
Outside the free start under clause 6.5, you cannot make new calls or other chargeable interactions while you have no available balance (see clause 7.1(a)). This does not limit your right to access or export your data under clauses 6.5 and 15.
- d.
Your licence ends if and when it is ended or terminated under these terms, including under clause 6.1(c), 14(c), 15 or 19(a), or when you close your account under clause 15.5.
6.Subscription products and pay-as-you-go products#
We may supply a product on a month-to-month basis, subscription basis and/or a PAYG basis. When you open an account through our website, clause 6.5 (free start) applies.
6.1Month-to-month products#
With a month-to-month product:
- a.
before the start of each month, you must prepay a monthly charge and may then use the product for that month;
- b.
at the end of that month, your prepayment expires and your plan entitlement for that month ends. Your plan entitlement is the minutes or other amounts included in your plan for a month, and it resets at the start of the next month. Unused amounts do not roll over and are not paid credit; and
- c.
you may terminate the product by notice to us, which takes effect at the end of the month in which you give it. We may end the product only under clause 13.6(d), 15 (including clause 15.6, which requires 30 days' notice) or 15B.
6.2Subscription products#
With a subscription product:
- a.
a minimum term applies;
- b.
you must pay our charges for the product for the whole minimum term, except as clause 6.4 provides;
- c.
you pay those charges by equal monthly prepayments during the minimum term, and we cannot require earlier payment except under clause 6.2(f);
- d.
before the start of each month during the minimum term, you must prepay a monthly charge and may then use the product for that month;
- e.
at the end of that month, your prepayment expires and your plan entitlement for that month ends under clause 6.1(b);
- f.
if you do not pay a monthly charge when it is due, and you still have not paid it 14 days after we give you written notice of the default, we may invoice you, and you must pay, the charges for the rest of the minimum term, less any costs we avoid as a result (for example, because we stop supplying the product to you); and
- g.
at the end of the minimum term, the product becomes a month-to-month product and clause 6.1 applies to it.
6.3PAYG products#
- a.
With a PAYG product:
- i.
you may prepay an amount and are entitled to specified rights to use a product;
- ii.
your prepayment is consumed as you use the product;
- iii.
when your account credit in respect of the product is zero, you have no further right to use the product, unless and until you make a top up payment.
- i.
- b.
PAYG account credit expires 12 months after the date of the prepayment that bought it, extended as clauses 15.3 and 15B(c) provide. Credit is used in the order in which it was bought. We will send you an email at least 30 days before any of your credit expires.
- c.
You may choose to turn on automatic top-up. If you do, you authorise us to charge your nominated credit card or bank account the top-up amount you choose each time your credit falls below the level you set. You can turn automatic top-up off at any time in your account.
6.4Refunds#
- a.
A prepayment for a product is not refundable in whole or part, except:
- i.
as required by law;
- ii.
to correct a billing error;
- iii.
if you end your licence or a product under clause 14(c), 15.2A, 15B(c) or 19(a), or clause 4(d) of Schedule 3;
- iv.
if we end your licence, or stop supplying a product to you, when you are not in breach of these terms;
- v.
if you close your account under clause 15.5; or
- vi.
where another clause of these terms, a proposal or special terms promises a refund.
- i.
- b.
A refund under clause 6.4(a)(iii) or 6.4(a)(iv) covers your unused paid credit and the unused part of any period you have prepaid for a plan. We will pay it within 30 days after your licence or the product ends, and you do not have to pay charges for any period after it ends, including the rest of any minimum term.
- c.
A refund under clause 6.4(a)(v) covers your unused paid credit. We will pay it within 30 days after you close your account.
6.5Free start#
- a.
When you open an account through our website, you get a free start: for 14 days you can build AI agents and test them with browser test calls at no charge. You do not need to give us a payment card.
- b.
A free start does not include calls to or from phone numbers. To make or receive live calls, you must buy credit or a plan.
- c.
A free start is subject to fair use. We set an internal usage limit to prevent misuse, and test calls pause if it is reached.
- d.
When the free start ends, test calls stop and we email you to ask you to choose a plan. If you do not buy credit or a plan, we keep your set up for 15 days after the free start ends. We may then delete your set up, content and call data, and any remaining trial credits are lost. Copies in backups are deleted as the backups expire, within 90 days.
- e.
To open an account, you must verify your email address and phone number, and we may check sign-ups from free email services before we open them. Each business may have one free start. We may decline to open an account, or close an account before you buy a product, if we reasonably suspect fraud or misuse, for example a second account opened to get another free start or to avoid a limit or a suspension. If we do, we will tell you and refund any amount you have paid us.
7.Charges and prepayment#
7.1Charges – general#
- a.
Except for the free start under clause 6.5, Inspra is a prepaid service. Service is only available while you have paid credit, a remaining plan entitlement or another payment arrangement agreed in a proposal or special terms (available balance), and will cease when you have no available balance.
- b.
Prepayments for our products are refundable only as set out in clause 6.4.
- c.
Our website and/or our proposal will detail the charges for a product we will supply.
7.2Direct debit arrangements#
- a.
Unless we agree otherwise, you must enter and at all times maintain a direct debit arrangement for payment of our charges for a month-to-month product or a subscription product. For a PAYG product, you need a direct debit arrangement only if you turn on automatic top-up under clause 6.3(c).
- b.
We may suspend service without liability to you at any time when a required direct debit arrangement ceases to apply or to operate, but not while you still have paid credit or a remaining plan entitlement.
7.3Charges – payment#
Where clause 7.2 does not apply, charges are normally payable through our website by a payment method indicated on our website.
7.4Charges – variation#
- a.
We will not increase charges for a product or feature, including our rates for platform usage, during any applicable minimum term.
- b.
If we and you expressly agree that a charge for a product or feature is fixed for a specified period, we will not increase that charge during that period.
- c.
In any other case, our charges are as stated on our pricing page and will be presented before you order a product. The prices and plan inclusions shown on our pricing page when you order a product form part of our agreement with you. Please check them carefully and do not order a product if you do not agree to the charges presented.
- d.
Subject to clauses 7.4(a) and 7.4(b), we may change our charges, including our rates for platform usage. Any change applies only to usage after the change takes effect. We will give you at least 30 days' notice by email before any increase takes effect. Your credit is held in Australian dollars (AUD), and a change to our charges does not change when your credit expires.
- e.
If a change to our charges is likely to have a materially adverse impact on you, clause 14 also applies to it, including your right under clause 14(c) to end your licence and receive a refund.
- f.
If one of our websites or documents shows a lower charge than our pricing page for the same product, through our error, we will charge you the lower amount for usage before we correct it.
7.5GST#
All our charges are in Australian dollars (AUD). Unless expressly stated otherwise, our charges are exclusive of GST. If GST is payable on a taxable supply we make to you under these terms, you must pay us the amount of that GST in addition to, and at the same time as, the relevant charge.
7.6Payment disputes#
If you think a charge is wrong, please contact us first at hello@inspra.ai so we can fix it. We may suspend your account because of a chargeback only if it reverses a payment that you owe us or we reasonably suspect fraud. We will not suspend your account merely because you contacted your bank or card issuer first.
7.7Platform usage, plan entitlements and add-ons#
- a.
Platform usage means use of the platform while a bot is on a call or other interaction. We charge platform usage only for connected time, measured in the billing increments shown on our pricing page. Calls that do not connect are not charged, and neither is time spent on any call handling that our pricing page lists as free.
- b.
Platform usage is drawn first from your plan entitlement for the month and then from your paid credit at your plan's per-minute rate. If you have no plan entitlement and no paid credit left, and automatic top-up is off, new calls stop until you top up or your plan entitlement resets.
- c.
Add-ons, such as extra AI agents and extra concurrent calls, are charged monthly at the prices on our pricing page, together with any once-off activation charge shown there. You can remove an add-on with effect from the end of the month.
- d.
SMS, WhatsApp and other messages are charged at the rates on our pricing page or in your plan. The pricing page shows whether third-party charges, such as Meta's WhatsApp charges, are included or charged separately.
8.Telephony and phone numbers#
8.1Your options#
- a.
Your bots need voice carriage to make or receive phone calls. You can:
- i.
bring your own carrier, by connecting a SIP trunk or numbers from your own carriage service provider (clause 8.2); or
- ii.
take phone numbers and voice carriage directly from one of our carrier partners, which supplies them to you under its own terms (numbers from our carrier partner) (clause 8.3).
- i.
- b.
We do not own or operate a telecommunications network, and we do not supply, resell or arrange phone services. Whichever option you choose, the carrier supplies the carriage to you, and we connect your numbers to the platform.
8.2Bring your own carrier#
- a.
If you bring your own carrier, your agreement with that carrier governs that carriage, including its charges and your telephone numbers, and we are not a party to it.
- b.
You are responsible for the configuration and security of your trunk and numbers, including preventing unauthorised use and toll fraud.
8.3Numbers from our carrier partner#
- a.
If you choose numbers from our carrier partner, you take the numbers and voice carriage directly from that carrier partner. Before a number is allocated, you accept the carrier partner's terms (Carrier Terms) in the platform, and the carrier partner becomes your supplier for that service. Our carrier partners and their Carrier Terms are listed at https://inspra.ai/legal.
- b.
The carrier partner bills you directly for your numbers and calls. We do not charge you for them, take a commission or add a margin.
- c.
Your agreement with the carrier partner governs the numbers and carriage, including porting, faults and its charges, and we are not a party to it. We connect your numbers to the platform and, if you ask, pass your requests to the carrier partner.
- d.
Your use of a carrier partner's services does not make us responsible for how you use the numbers or for your compliance with the laws that apply to your calls and messages.
- e.
You may move to your own carrier at any time. Porting is governed by your carrier's terms and the law.
8.4Phone numbers#
- a.
Australian phone numbers are allocated under the Telecommunications Numbering Plan 2025. Neither you nor we own a number. Your right to use a number comes from your carrier, the Numbering Plan and the law.
- b.
Your carrier may require identity, business and address information about you before it allocates a number, for example your ABN or an address in the area of a local number. If you give that information through the platform, we pass it to the carrier partner and handle it under our Privacy Policy.
- c.
Phone numbers are not included in our plans. Your carrier charges you for them.
- d.
A carrier may withdraw, change or reclaim a number where the Numbering Plan, a regulator or its terms require it. Where we know of it, we will tell you as soon as practicable.
- e.
You may port a number to another provider under your carrier's terms and the law. We will help by updating your set up on the platform.
8.5Caller ID and use of numbers#
- a.
You are responsible for every number and caller ID (calling line identification) your bots present, whether the number comes from our carrier partner, your own carrier or anyone else, and for how your numbers are used.
- b.
You must only present a number that you are authorised to use and that can receive return calls, keep caller ID enabled, and never use a number to hide or misrepresent who is calling. The Campaign Terms set out further caller ID rules for outbound campaigns.
- c.
You must not rotate or cycle numbers to avoid call blocking, spam labelling or complaint detection.
- d.
We do not guarantee that a carrier, handset or app will display a particular number or name, or that calls will not be labelled as spam or blocked.
8.6No emergency calls#
The platform does not support calls to emergency services (000, 112 or 106), and you must not use it as a way for anyone to reach emergency services. Bots cannot reliably recognise an emergency or transfer a caller to 000. If you use a number for inbound calls, you must tell your callers how to reach emergency services by other means where that is relevant to your business.
8.7Carrier rules, directions and blocking#
- a.
Your carrier, and the carriers that receive your calls and messages, may block, filter or trace them under the Reducing Scam Calls and Scam SMs Industry Code (C661), other industry codes, directions from regulators, or their own terms. We may also act on those requirements.
- b.
If a carrier or regulator directs us to stop or limit traffic from your account or a number on the platform, we may do so without liability to you. We will tell you why as soon as practicable, unless the law or the direction prevents it, and clause 15.3 applies.
8.8Telephony charges#
- a.
Your carrier charges you directly for the numbers, calls and messages it supplies. Our charges are for platform usage and the other products shown on our pricing page.
- b.
Our charges are set out on our pricing page and may change only under clause 7.4.
- c.
If a carrier charges us because of your use of a number or service, you must reimburse only the reasonable amount we actually pay, without mark-up, to the extent your actual breach of these terms or the law caused it, and clause 3 of Schedule 2 applies. We will first give you the carrier's notice or invoice and, on your reasonable request and after consulting you, dispute the charge or seek to reduce it. We will not recover the same amount twice. A fine or penalty imposed on us by a regulator or court can be recovered only under clause 3 of Schedule 2.
- d.
Credit used to pay for platform usage expires under clause 6.3(b).
8A.Messaging, integrations and third-party services#
- a.
You can connect the platform to services supplied by others, such as your own carrier, SMS providers, WhatsApp Business, calendars, CRMs, your own voice or AI model accounts, webhooks and AI assistants that use our MCP server (third-party services).
- b.
Your use of a third-party service you connect is governed by your agreement with its supplier. You are responsible for having the right to connect it and for the data you send to it. We are not responsible for a third-party service you choose to connect, or for its availability, except to the extent our breach of these terms or our negligence causes the loss.
- c.
If you use WhatsApp, you must comply with Meta's WhatsApp Business terms and policies, including its opt-in, message template and messaging window rules. If you send SMS using an alphanumeric sender ID, you must make sure it is registered in ACMA's SMS Sender ID Register, as required from 1 July 2026.
- d.
When you connect a third-party service, you instruct us to send it the data the connection needs, and we do so on your behalf.
9.Restrictions#
You must not do, or attempt to do, any of the following:
- a.
use a product to develop or support any service that is substitutable for a product or the platform;
- b.
share with or resell, resupply or sub-license a product to any person, except as authorised under a partner agreement;
- c.
disclose your access credentials to any person who is not your employee or contractor;
- d.
modify, reverse engineer or create derivative works of a product or any part of the platform;
- e.
use a product or the platform to distribute malware, a virus or any other harmful code;
- f.
deliberately disrupt or damage the platform;
- g.
use a product or the platform in a way that breaches any law;
- h.
use a product or the platform to disseminate unlawful, hateful or offensive content;
- i.
use a product or the platform in a way that is likely to cause us to breach a law or a direction from a regulator;
- j.
use a product for emergency or life-safety services, or as a way for anyone to reach emergency services (a bot cannot reliably connect anyone to 000);
- k.
show a caller ID or sender ID that you are not authorised to use, or hide your identity where the law requires it to be shown;
- l.
use a bot to impersonate a real person or organisation, or to mislead anyone about who is calling or why;
- m.
use a product to harass, threaten or abuse anyone;
- n.
open more than one account, or use automated means, to get another free start or to avoid our sign-up checks, a suspension, a limit or a charge;
- o.
breach the Acceptable Use Policy; or
- p.
run an outbound campaign, batch calling or batch messaging, a live transfer or a lead transaction in breach of the Campaign Terms.
9A.AI features and your responsibilities#
- a.
Our products use AI models to understand speech, generate responses and voices, transcribe calls, and classify and summarise outcomes. AI output can be wrong, incomplete or unsuitable for a situation (see clause 13.3(c)).
- b.
You must:
- i.
configure each bot so that it tells the people it talks to that it is an AI agent, as the Acceptable Use Policy requires, and tells them about any recording;
- ii.
give your bots accurate instructions and knowledge, test them before live use, and monitor and review their calls and outputs;
- iii.
give people a way to reach a human, or to end the interaction, where the Acceptable Use Policy or the law requires it;
- iv.
not rely only on AI output to make a decision that has a legal or similarly significant effect on a person (for example about credit, employment, insurance, housing or health) without meaningful human review; and
- v.
where the Privacy Act requires it, tell the people whose personal information your systems use about decisions of that kind that your systems make or substantially assist.
- i.
- c.
You must not use a voice that imitates a real person unless that person has given documented consent, and must not use a product to impersonate anyone.
- d.
We may apply safety measures, such as content filters, limits on certain topics or actions, and automated checks, to reduce misuse. They help, but they do not make us responsible for your bots' conduct.
10.Campaign support and onboarding assistance#
10.1Third party campaign support#
Except for the onboarding, set-up and managed services described in clauses 10.2 and 10.3, and any service we agree in writing, we do not supply campaign support. We do not supply, sell, buy or broker leads or contact lists. If you require campaign support, we may be able to introduce you to a third party provider. In that case:
- a.
you acknowledge that the third party provider is an independent contractor providing support to you, and is not our agent or representative; and
- b.
you authorise us to allow the campaign support provider to use a product on your account for the purposes of your campaign.
10.2Onboarding and set-up assistance#
- a.
We or our personnel may assist you with onboarding, including the initial set-up and configuration of a bot or a campaign design, and with training you in the use of the platform. If you buy a managed service (clause 10.3), our assistance also includes reviewing, tuning and changing your bot or campaign design during the term of that service.
- b.
In providing that assistance, we act on, and rely on, your instructions and the information you give us about your business, your goods and services, your customers, your data and your intended use of the bot.
- c.
Every campaign design remains your responsibility, however much assistance we provide in preparing it, and clause 11 sets out who owns the materials in it. You must review and approve a campaign design (including a bot's prompts, scripts, knowledge, behaviour and calling or answering configuration) before it is put into live use, and you are taken to have approved a campaign design if you put it, or allow it to be put, into live use.
- d.
Our assistance, including any managed service, does not transfer to us your responsibility for complying with the laws that apply to your campaigns (see clause 12.1, Schedule 2 and the Campaign Terms), and it does not remove any legal obligation that applies to us. You remain the owner and operator of your campaign, and you approve each campaign design before it goes live.
- e.
Nothing in this clause 10.2 excludes, restricts or modifies a consumer guarantee that applies under the ACL to services we supply to you; our liability for a failure to comply with such a guarantee is limited as set out in clause 13.
10.3Consulting, engineering, advisory and managed services#
Where we agree to supply consulting, advisory, engineering, development or managed services, the scope, deliverables, charges, any minimum term and payment model will be set out in a proposal or special terms, and any payment model stated there (such as a fixed fee, a fixed monthly fee, milestone charges or time-based charges) applies to those services in place of clauses 6 and 7.
In a managed service, we set up, review and tune a bot or campaign design for you for a monthly fee. We will do that work with reasonable care and skill, and clause 10.2 applies to it. You approve each campaign design before it goes live, you remain its owner and the party that makes and receives the calls, and you remain responsible for your data, your contacts and consents, and for using the service lawfully.
Unless a proposal or special terms expressly provide otherwise:
- a.
we will perform those services with reasonable care and skill;
- b.
our advice and recommendations are provided for your consideration, and decisions made and actions taken on the basis of them remain your responsibility;
- c.
we do not provide legal, financial or regulatory compliance advice; and
- d.
clause 13 applies to those services.
11.Intellectual property#
11.1General rule#
- a.
Except as expressly provided otherwise in this clause 11, all IP in and associated with the platform and an API belong to the Inspra group.
- b.
Clause 11.1(a) applies regardless of whether any IP was suggested by you or developed in accordance with your request or using your call data. However, nothing in this clause 11.1 gives us ownership of your content (clause 11.4) or of call data (clause 11.2).
11.2Call data#
- a.
You own the IP in call data, including the transcripts, summaries and other outputs your bots produce from your calls, but not any of our IP that they include.
- b.
We have a licence to:
- i.
retain call data for the periods in clause 15.7 and our Privacy Policy, and for longer only where the law requires it or to resolve a dispute (clause 7(c) of Schedule 3); and
- ii.
use de-identified call data for development purposes, which do not include training or fine-tuning AI models.
- i.
- c.
We do not use call recordings or transcripts in demonstrations without your permission. Removing names alone is not enough to de-identify call content, such as recordings and transcripts.
- d.
We do not ourselves use call data, including audio, recordings, transcripts and de-identified call data, to train or fine-tune AI models, or commission others to do so on our behalf. Our permitted use of de-identified call data for development purposes excludes model training and fine-tuning.
- e.
Operating the platform involves sending call data to third-party orchestration, speech, voice and AI model providers. Their handling of that data depends on the applicable contracts and settings. Some providers may retain call data and use it to train or improve their models. Our commitment in clause 11.2(d) about our own conduct does not extend to those providers' independent training activities. We remain responsible for meeting our own privacy obligations.
- f.
You may opt out of our use of de-identified call data for development purposes at any time, in your account settings where the platform allows it, or by email to hello@inspra.ai. Accounts on an Enterprise plan, and accounts that tell us they handle health information, are opted out unless they opt in. An opt-out applies to call data from the date it takes effect.
11.3Deliverables#
Unless a proposal or special terms expressly provide otherwise, all IP in deliverables we create in the course of supplying a product or service (including reports, configurations, prompts, code and documentation) belongs to the Inspra group, and we grant you a non-exclusive, non-transferable licence to use those deliverables for your internal business purposes or as authorised under a partner agreement. However, bespoke campaign materials (prompts, scripts, knowledge content and other campaign design material that we write only for your bots at your request, for example during set-up or a managed service) become your content under clause 11.4 once you have paid for that work. This does not apply to our templates, software, shared configurations or other general material that we also use for other customers.
11.4Your content#
- a.
You own the IP in the content you write for, or upload to, the platform, including the prompts, scripts and knowledge you give your bots and the contact lists you upload (your content).
- b.
You grant us a non-exclusive licence to host, copy, process and transmit your content and call data to the extent needed to supply products and services to you, keep the platform secure, give you the support you ask for, comply with the law and enforce these terms. Clause 11.2(b) also continues to apply to call data.
11.5Feedback#
If you give us suggestions or feedback about our products, we may use them without restriction or payment, but we will not identify you, or use your confidential information or your content, in doing so.
12.Legal compliance and privacy#
12.1Your compliance#
- a.
Schedule 2 and, for campaigns and lead transactions, the Campaign Terms have effect.
- b.
Without limiting Schedule 2, you are responsible for your use of any product, service or deliverable we supply (including AI agents, applications, integrations and their outputs), for ensuring that your use complies with all laws that apply to you, and for the decisions you make and the actions you take on the basis of them.
12.2Our privacy and security commitments#
- a.
We will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in respect of personal information that we collect or hold in connection with the platform.
- b.
Our Privacy Policy, published on our website, explains how we collect, hold, use and disclose personal information, and how you or a target may make a complaint or request access or correction. It also describes the decisions that could significantly affect a person and that we make, or substantially and directly assist, using automated systems.
- c.
Genius365 Pty Ltd (Inspra) maintains an information security management system certified to ISO/IEC 27001:2022. We will give you a copy of the certificate, which sets out its scope, on request.
- d.
If we become aware of a security incident that affects your data on the platform, we will tell you without undue delay and, where feasible, within 72 hours after we confirm the incident, unless the law or a law enforcement or regulator investigation requires us to delay. We will also notify affected individuals and the regulator where the law requires it.
- e.
We do not sell personal information in your content or call data, or use it for our own direct marketing.
12.3Data processing#
Schedule 3 sets out how we handle personal information in your content and call data, and other personal information we handle on your behalf.
12.4Where data is stored#
- a.
We store the primary copy of your content and call data in Australia, currently in the Amazon Web Services Sydney region. Some sub-processors hold copies elsewhere to provide their services, as the Sub-processor List shows.
- b.
Some of our providers, including some speech, voice, AI model, messaging and hosting providers, process data outside Australia, mainly in the United States, to run the platform. Some of our staff and contractors work from outside Australia, in India and Pakistan; they can access data only where their role needs it, and they are vetted and bound by confidentiality and non-disclosure obligations. The Sub-processor List shows where each provider processes data, and clause 8 of Schedule 3 applies.
- c.
On an Enterprise plan, special terms may require all processing of your call data to take place in Australia.
13.Liability#
13.1Rights and remedies for PDH goods and services#
- a.
If we supply you with goods or services of a kind ordinarily acquired for personal, domestic or household (PDH) use or consumption you have important rights under the Australian Consumer Law (ACL) including consumer guarantees and remedies. Nothing in these terms limits those rights and remedies in any way.
- b.
If we supply you with PDH goods or services, and you are told they come with a 'manufacturer's warranty' or 'one year product assurance' or similar, those rights are in addition to, and not instead of, your rights under the ACL.
13.2Rights and remedies for certain non-PDH goods#
If we supply you with goods or services that are not of a kind ordinarily acquired for personal, domestic or household use or consumption and cost no more than $100,000, you have important rights under the ACL including consumer guarantees and remedies but, unless you show that it is not fair or reasonable for us to rely on this limit (section 64A of the ACL):
- a.
in relation to these goods, our liability for failure to comply with a consumer guarantee (other than certain guarantees about ownership and undisturbed use) is limited to:
- i.
replacing the goods or supplying equivalent ones;
- ii.
repairing the goods;
- iii.
paying the cost of replacing the goods or of acquiring equivalent ones; or
- iv.
paying the cost of having the goods repaired; and
- i.
- b.
in relation to these services, our liability for failure to comply with a consumer guarantee is limited to:
- i.
supplying the services again; or
- ii.
paying the cost of having the services supplied again.
- i.
- c.
If we supply you with non-PDH goods or services that cost no more than $100,000 and you are told they come with a 'manufacturer's warranty' or 'one year product assurance' or similar, those rights are in addition to, and not instead of, your rights under the ACL.
13.3Exclusion of implied terms#
Subject to clauses 13.1 and 13.2:
- a.
any representation, warranty, condition or undertaking (whether in favour of you or of us) that would be implied in these terms by legislation, common law, equity, trade custom or usage or otherwise is excluded to the fullest extent permitted by law;
- b.
we do not warrant or represent the performance, accuracy, reliability or continued availability of products or that products will operate free from faults, errors or interruptions.
- c.
Products may generate content and outcomes using artificial intelligence. AI-generated outputs are probabilistic in nature and may contain errors, omissions or inaccuracies, and we do not warrant that they will be accurate, complete or fit for a particular purpose. You remain responsible for reviewing outputs and deliverables before relying on them or putting them into live use, including reviewing and approving campaign designs as set out in clause 10.2.
13.4Limitation of liability#
- a.
Subject to clauses 13.1, 13.2 and 13.4(d), and to the extent permitted by law, each party's total liability to the other for all claims in connection with these terms, the platform, your licence, any product(s), an API or any other goods or services we supply to you is limited to the greater of:
- i.
the total charges you paid us in the 12 months before the first claim arose; and
- ii.
AUD 1,000.
- i.
- b.
For claims arising from our breach of clause 12.2(d), clause 15A or Schedule 3 (including a data breach that breach causes), and for our obligations under clause 13.6, our total liability is instead limited to the greater of three times the amount in clause 13.4(a)(i) and AUD 10,000.
- c.
To the extent permitted by law, neither of us is liable to the other for consequential loss. Consequential loss means loss of profit, revenue, business opportunity or goodwill, and any loss that does not arise naturally in the usual course of things from the breach. It does not include amounts you owe us for products, the reasonable cost of restoring or re-creating lost or corrupted data, the reasonable cost of notifying and assisting individuals and regulators after a data breach, or amounts payable under clause 13.6 or clause 3 of Schedule 2.
- d.
The limits in clauses 13.4(a) and 13.4(b) and the exclusion in clause 13.4(c) do not apply to:
- i.
your obligation to pay our charges;
- ii.
your liability under clauses 2.7(c) and 3 of Schedule 2 and clause 3(l) of Schedule 1, which is subject instead to the safeguards in clauses 3(b) to 3(e) of Schedule 2;
- iii.
either party's liability for its fraud or wilful misconduct, or for death or personal injury caused by its negligence;
- iv.
any liability that the law does not allow to be limited or excluded; or
- v.
refunds we must pay under these terms.
- i.
- e.
Each of us must take reasonable steps to mitigate any loss for which it claims against the other.
13.5Campaign support providers#
To the extent permitted by law, we exclude all liability and any claim in respect of or arising out of the acts and/or omissions of a campaign support provider, even if we introduced you to them. This does not exclude or limit any right you have under the ACL that cannot be excluded, or our liability for our own acts or omissions.
13.6Our intellectual property indemnity#
- a.
We will defend you against a third-party claim that your authorised use of our platform software infringes intellectual property rights enforceable in Australia. We will pay damages and costs finally awarded against you, and settlements we approve. Our platform software means software developed by us or for us and supplied as part of the platform, including software components we incorporate into it. It excludes external third-party models, speech, voice, orchestration and carrier services, and AI-generated outputs.
- b.
Cover is excluded only to the extent the claim results from your content or call data; customer-supplied prompts, scripts, knowledge, voices or instructions; AI-generated outputs; external third-party services; campaign materials; unauthorised modifications; or use contrary to these terms. Combination with something we did not supply is excluded only where we did not authorise that combination and the claim would not otherwise have arisen. Merely using a supported integration does not exclude cover for our platform software.
- c.
You must notify us as soon as reasonably practicable, let us control the defence, provide reasonable assistance at our cost, and take reasonable steps to minimise loss. Failure to comply reduces our obligations only to the extent it materially prejudices us. Neither of us may admit liability or settle a covered claim without the other's consent, which must not be unreasonably withheld. We cannot require you to accept an admission, payment or continuing obligation without your consent.
- d.
If we reasonably consider infringement likely, we may obtain continued usage rights or modify or replace the affected software without materially reducing its core functionality. If neither is reasonably available, we may end the affected product and refund its unused paid credit and unused prepaid plan period within 30 days, with no further charges for that product (see clause 6.4). Cover excludes additional loss caused by continued use after reasonable notice and a reasonable opportunity to adopt an equivalent non-infringing alternative supplied without additional charge.
- e.
Our obligations under clauses 13.6(a) to 13.6(c), including reasonable defence and assistance costs, count towards the limit in clause 13.4(b), subject to clause 13.4(d). We will notify you before that limit is exhausted and cooperate in handing over the defence. Clause 13.4(c) does not exclude amounts expressly covered by clause 13.6(a). Refunds under clause 13.6(d) and payments under clause 13.6(f) are outside the limit. Nothing in this clause 13.6 limits rights or liability that cannot lawfully be limited.
- f.
On receiving notice of an output infringement claim against you, we will notify the relevant provider and ask whether its indemnity applies. We do not promise coverage or recovery and need not commence proceedings against the provider. If we receive money under that indemnity specifically compensating your loss, we will pay it to you within 30 days, less only reasonable, unreimbursed external recovery costs you approved beforehand, without double recovery. This is not an output indemnity from us.
13.7Proportionate liability#
Each party's liability to the other in connection with these terms is reduced to the extent that the other party, or anyone acting for it, caused or contributed to the loss.
14.Changes#
We may change these terms, your licence (or an API or access credentials) as follows:
- a.
if we, acting reasonably, consider that the change is likely to benefit you, or is not likely to have a materially adverse impact on you, we may make the change by publishing the changed terms on our website with the date they take effect;
- b.
if we, acting reasonably, consider that the change is likely to have a materially adverse impact on you, we may make the change:
- i.
if the change is to address an urgent situation, for example a cyber-attack: after giving you as much notice as practicable (which may be no notice); or
- ii.
otherwise: on at least 30 days' notice to you by email; and
- i.
- c.
if you do not accept a change under clause 14(b), you may end your licence by notice to us before the change takes effect or, for a change under clause 14(b)(i), within 30 days after we tell you about it. If you do, we will refund you, and you will not have to pay later charges, as set out in clause 6.4(b).
- d.
We will publish each version of these terms and the documents listed in clause 4A with its effective date, and keep earlier versions available at https://inspra.ai/legal.
- e.
A change under this clause 14 does not affect a fixed price or minimum term already agreed under clause 7.4(a) or 7.4(b), or special terms signed by both of us, unless you agree.
15.Termination and suspension#
15.1No available balance#
If you have no available balance for a product (see clause 7.1(a)) on a paid account (clause 6.5(d) applies when a free start ends, and clause 15.7 if you close your account):
- a.
clause 5(c) applies;
- b.
your set up will be preserved for 60 days and will be available if you buy credit or pay for a plan within that time; and
- c.
if you do not buy credit or pay for a plan within that time:
- i.
we may terminate your licence by notice, without liability to you; and
- ii.
if we terminate your licence, you have the 30-day export period under clause 15.7 before we delete your set up, content and call data, subject to clause 15.2(d).
- i.
15.2For breach#
- a.
If you materially breach your licence, we may give you a breach notice.
- b.
If you do not cure the breach within 10 business days after we give a breach notice, we may terminate your licence and your access to product(s).
- c.
If you breach clauses 9(e), (f), (j), (k), (l) or (m), commit a serious or deliberate breach of clause 9(g), or breach the Acceptable Use Policy or the Campaign Terms in a way that we reasonably believe causes or risks serious harm to people, the platform or our carrier partners, we may terminate your licence and your access to product(s) immediately, and give you notice of that termination afterwards. For any other breach, including of clause 9(h), we must give you a breach notice under clause 15.2(a) before we terminate.
- d.
If your licence is terminated under this clause 15.2, clause 15.7 applies, except that we may delete content sooner if it is unlawful or keeping it would cause harm.
- e.
If we terminate your licence under this clause 15.2, we will refund your unused paid credit, less any amount you owe us. Plan fees already paid are not refunded.
15.2A Ending for our breach#
If we materially breach these terms and do not fix the breach within 10 business days after you give us a notice describing it, you may end your licence, or the affected product, by notice to us. If you do, we will refund you, and you will not have to pay later charges, as set out in clause 6.4(b).
15.3Suspension#
We may suspend your licence or your access to product(s), or part of them (such as a campaign, a bot or a number):
- a.
if we reasonably believe that you have materially breached clause 9, the Acceptable Use Policy or the Campaign Terms, and you have not fixed the breach within a reasonable time after we tell you about it; or
- b.
immediately, where we reasonably believe it is needed to prevent serious harm to anyone, because the activity is or is likely to be unlawful, to comply with a direction or requirement of a carrier partner, a regulator, a law enforcement agency or a court, or to protect the security or integrity of the platform or a carrier's network.
If a regulator investigates a complaint about your campaign or your use of a product or service, we may suspend only where we reasonably believe it is needed to stop ongoing harm or the regulator requires it. Where practicable, we will suspend only the campaign, bot or number concerned. We will tell you why we have suspended you, before we act where practicable and otherwise promptly afterwards, unless the law or a regulator prevents it. We will lift the suspension promptly once the breach is fixed, the suspected breach or complaint is resolved or not established, or the direction ends. We are not liable for a suspension we reasonably believed was justified. However, we will not charge you plan fees (such as a monthly charge) for any period of suspension that turns out to be unjustified, or that results from a carrier's or regulator's direction that your breach did not cause, and we will extend the expiry date of your paid credit by the length of that period.
15.4Keep your own copies#
You are responsible for keeping your own copies of your set up, content and call data, for example by downloading call records where the platform allows it. Before anything is deleted, the period in clause 6.5(d), 15.1 or 15.7 applies, whichever is relevant, except where clause 15.2(d) allows earlier deletion.
15.5Closing your account#
- a.
You may close your account at any time, by email to hello@inspra.ai or in your account settings where the platform allows it.
- b.
When you close your account:
- i.
automatic top-up stops;
- ii.
we will refund your unused paid credit under clause 6.4(a)(v) and clause 6.4(c);
- iii.
for a month-to-month product, we will not charge you any later monthly charge, but a monthly charge you have already paid for the current month is not refunded, unless clause 6.4 requires a refund; and
- iv.
clause 6.2 still applies to the rest of any minimum term of a subscription product.
- i.
15.6Ending a product by us on notice#
We may stop supplying a product to you, or end your licence, for any reason by giving you at least 30 days' notice. During a minimum term, we may do so only if we stop offering that product to all our customers. If we do, clause 6.4(a)(iv) applies and we will refund you as set out in clause 6.4(b).
15.7After your licence ends#
- a.
For 30 days after your licence ends, however it ends, you may export your content and call data using the platform's export features, or ask us for a copy in a common electronic format.
- b.
At the end of that period, we will delete or de-identify your set up, content and call data, except where we must keep it by law, or for a purpose our Privacy Policy allows, such as resolving a dispute. Copies in backups are deleted as the backups expire, within 90 days after your licence ends. We do not keep an archive of your data, so you must export and keep any records you need.
- c.
Your phone numbers stay with your carrier (clause 8.4(e)).
- d.
Clauses 6.4, 11, 13, 15.7, 15A, 16A, 17 and 18, clause 3 of Schedule 2 and Schedule 3 continue after your licence ends, as do any other clauses that by their nature are intended to.
15A.Confidentiality#
- a.
Each of us must keep the other's non-public business, technical and pricing information confidential, and use it only to perform these terms or as these terms allow.
- b.
Either of us may disclose that information:
- i.
where the law requires it, after telling the other first where the law allows;
- ii.
to its professional advisers who are bound to keep it confidential; or
- iii.
to its personnel, contractors and service providers who need it to perform these terms and are bound to keep it confidential.
- i.
- c.
This clause 15A continues for 3 years after your licence ends. However, we keep your content and call data confidential for as long as we hold them, as our Privacy Policy explains.
15B.Events outside our control#
- a.
Neither of us is liable for a failure or delay in performing these terms (other than an obligation to pay money) to the extent it is caused by an event outside its reasonable control, such as a natural disaster, pandemic, war, terrorism, an action of a government or regulator, or a failure of a carrier, cloud provider or AI model provider that it could not reasonably have prevented or worked around.
- b.
The affected party must tell the other promptly, take reasonable steps to reduce the effect of the event, and resume performance as soon as practicable.
- c.
If a product is substantially unavailable because of such an event for more than 7 consecutive days, you do not have to pay plan fees for the whole period of unavailability, and we will extend the expiry date of your paid credit by the same period. If the event continues for more than 30 days, either of us may end the affected product by notice, and we will refund you as set out in clause 6.4(b).
16.Notices#
- a.
A notice from you to us in relation to these terms is valid only if:
- i.
it is in writing;
- ii.
it is delivered to us:
- A.
by hand delivery or post to Suite 1, Level 10, 3 Bowen Crescent, Melbourne 3004 Victoria Australia; or
- B.
by email to hello@inspra.ai, with the words 'Important Legal Notice' in the subject line.
- A.
- i.
- b.
A notice from us to you in relation to these terms is valid only if:
- i.
it is in writing;
- ii.
it is delivered to you:
- A.
by hand delivery or post to your registered office or principal place of business; or
- B.
by email to the email address in our records associated with your account, with the words 'Important Legal Notice' in the subject line.
- A.
- i.
- c.
Subject to clause 16(d):
- i.
a notice delivered by hand delivery is deemed to have been received two hours after delivery;
- ii.
a notice that is posted is deemed to have been received at 10am on the fourth business day after (and excluding) the day of posting;
- iii.
a notice that is emailed is deemed to have been received four hours after despatch, but only if the sender does not receive an automated notification of non-delivery within that period.
- i.
- d.
If the operation of clause 16(c) would have the effect that a notice would be deemed delivered other than between 9am and 4pm on a business day, the notice is instead deemed to have been received at 10am on the business day next following the original deemed date of receipt.
- e.
In this clause 16, references to time and to business days mean time, and business days, in the locale of the intended recipient of a notice.
- f.
A cancellation from you, including ending a product or your licence, does not need the words 'Important Legal Notice' in the subject line. It is valid if you send it in writing to hello@inspra.ai, or through your account where the platform allows it. To opt out of our marketing messages, see clause 17(b).
- g.
Routine service emails from us, such as reminders and warnings about credit, usage or expiry, do not need the words 'Important Legal Notice' in the subject line. Other notices from us under these terms, such as a breach notice, a notice that we are ending your licence or a notice of a change under clause 14, must still meet clause 16(b).
- h.
Privacy questions and complaints can be sent to our Privacy Officer at compliance-officer@inspra.ai. Reports of unwanted calls, messages or misuse of the platform can be sent to report-dnc@inspra.ai.
16A.Disputes#
- a.
If a dispute arises in connection with these terms, either of us may give the other a notice describing it. Senior representatives of each of us must then try in good faith to resolve it within 20 business days.
- b.
If the dispute is not resolved within that time, either of us may refer it to mediation administered by the Resolution Institute, or by another mediator we agree. We will share the mediator's fees equally.
- c.
Neither of us may start court proceedings about a dispute until the steps in clauses 16A(a) and 16A(b) have been taken, except to seek urgent interim relief, or if the other party has not complied with this clause 16A.
- d.
This clause 16A does not stop either of us from making a complaint to a regulator or an ombudsman, and does not affect any right you have under the ACL.
17.Commercial electronic messages#
- a.
We may send you commercial electronic messages regarding goods and services that we supply where you have agreed to receive them or the law otherwise allows it, as our Privacy Policy explains.
- b.
Each message will include a way to unsubscribe. You can unsubscribe at any time by using any unsubscribe link or by replying to a message, and we will stop sending you those messages within 5 business days. Clause 16 does not apply to an unsubscribe request.
- c.
This clause 17 survives the termination of your licence.
18.Governing law and jurisdiction#
Your licence is governed by, and to be interpreted in accordance with, the laws of:
- a.
if you are an ACL consumer or ACL small business in Australia:
- i.
Victoria, Australia if you have a permanent place of business in that State;
- ii.
otherwise – the State or Territory closest to Victoria, Australia in which you do have a permanent place of business; and
- i.
- b.
otherwise – Victoria, Australia,
and both of us submit to the jurisdiction of the courts of the State or Territory so determined.
19.Assignment#
- a.
We may assign or novate all or part of our rights and obligations under these terms only to a person who acquires all or part of our business, and we will give you notice. If the assignment materially and adversely affects you, you may end your licence within 30 days after our notice, and we will refund you, and you will not have to pay later charges, as set out in clause 6.4(b).
- b.
You may not assign or novate all or part of your rights and obligations under these terms unless we agree in writing. We will be reasonable about that.
19A.Publicity#
We will not use your name or logo to promote our products without your consent. You may withdraw your consent at any time by notice to us, and we will stop new uses within a reasonable time.
20.Severability#
If any provision, or part of a provision, of your licence is found to be illegal or unenforceable, it will be severed from the licence, and the remainder of the licence will be construed as if that provision or part did not form part of the licence, unless the provision or part to be severed constitutes a material and fundamental element of the agreement between the parties.
21.Entire agreement#
These terms are the entire agreement between you and us regarding their subject matter. Our agreement does not include any term, condition, warranty, representation or guarantee that is not expressly set out in it, other than a consumer guarantee under the ACL to the extent it may not lawfully be excluded, and the prices and plan details that form part of our agreement under clause 7.4(c). This clause does not limit any right you have under the ACL, including for misleading or deceptive conduct.
22.Dictionary and interpretation#
22.1Dictionary#
In this document including the API terms:
ABN means Australian Business Number.
Acceptable Use Policy means our policy of that name published at https://inspra.ai/legal.
Access credential means a password, security token, API key or other access authorisation required to access and use a product or an API.
Account means your account with us for using the platform, including our records of your products, usage and financial dealings with us.
ACL means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010.
ACL consumer means an individual who enters a standard form contract for goods and/or services wholly or predominantly for personal, domestic or household use or consumption.
ACL small business means a business that enters a standard form contract where at least one party to the contract:
- a.
makes the contract in the course of carrying on a business and at a time when the party employs fewer than 100 persons calculated on the basis that:
- i.
a casual employee who is not employed on a regular and systematic basis is not counted; and
- ii.
a part-time employee (including a part-time casual employee counted under paragraph (i) of this definition) is to be counted as an appropriate fraction of a full-time equivalent; and/or
- i.
- b.
has a turnover, worked out under subsection 23(6) of the ACL for the party's last income year (within the meaning of the Income Tax Assessment Act 1997) that ended at or before the time when the contract is made, that is less than $10,000,000.
ACN means Australian Company Number.
API means application programming interface as that expression is commonly used in the software industry.
API terms means Schedule 1 of these customer terms.
Automatic top-up has the meaning in clause 6.3(c).
Available balance has the meaning in clause 7.1(a).
Batch calling, batch messaging, live transfer, lead transaction and outbound campaign have the meanings in the Campaign Terms.
Bespoke campaign materials has the meaning in clause 11.3.
Bolt-on or add-on means a product we agree to supply that is ancillary to another product, for example extra AI agents.
Breach notice means a written notice outlining a breach of your licence and requiring that it be cured.
Business day means a weekday, other than a public holiday in your location.
Call means a natural language interaction between a bot and a target, whether the call is made or received by the bot.
Call data means data relating to a call including its transcript, particulars of the target, the date, time and duration of the call, actions taken or to be taken in the course of or as a result of the call, and includes reports and analyses of such data.
Campaign means actions directed to achieving goals of a particular campaign design.
Campaign design – see clause 2(d).
Campaign support means services to carry out a campaign such as causing calls to be made by bots or washing telephone numbers under the Do Not Call Register Act 2006 in preparation for such calls.
Campaign support provider means an entity that provides campaign support.
Campaign Terms has the meaning in clause 4A(a).
Carrier partner means a carrier or carriage service provider listed at https://inspra.ai/legal that supplies numbers or carriage directly to you under clause 8.3.
Carrier Terms has the meaning in clause 4A(a).
Charge means an amount we charge for use of a product for a period of time or a quantity of service.
Claim means any and all claims, alleged claims, actions, suits or proceedings by any person of any nature or kind, whether in contract, tort (including negligence) at common law, in equity, under statute or otherwise however arising (including by way of set off, cross-claim or counterclaim).
Commercial electronic message means the same as in the Spam Act.
Consequential loss has the meaning in clause 13.4(c).
Cookie Policy means our policy of that name published at https://inspra.ai/legal.
Credit or paid credit means an amount that you have prepaid for usage of a product (for example, a PAYG top-up), to the extent that the prepayment has not been consumed or expired. It does not include a plan entitlement.
Customer or you means an entity or person carrying on a business that we allow to use the platform.
Customer personal information has the meaning in clause 1(a) of Schedule 3.
Customer Terms or terms means this document as updated from time to time.
De-identify means to edit or re-arrange data to the extent (if any) necessary to ensure that it is not personal information.
Development purposes means the purpose of developing, testing, troubleshooting and improving our platform only. It does not include training or fine-tuning AI models.
Direct debit arrangement means an arrangement, compliant with Australian law, under which we may extract payment of our charges from your nominated credit card or bank account.
Enterprise plan means a plan supplied under special terms signed by both of us, described on our pricing page as Enterprise.
Feature means a product feature or facility for which we have a separate charge.
Future copyright means the same as in the Copyright Act 1968.
GST means the goods and services tax under the GST Act.
GST Act means A New Tax System (Goods and Services Tax) Act 1999.
Health information means the same as in the Privacy Act 1988.
Inspra or we means Genius365 Pty Ltd ABN 50 679 963 967 (ACN 679 963 967), trading as Inspra.
Inspra group means Genius365 Pty Ltd and each of its related bodies corporate.
Integration means integration of our product and another person's technology system by means of an API.
IP means all forms of intellectual property including copyright, future copyright and patents.
Licence means a licence for a product in accordance with these terms, any special terms for the product and any documents incorporated by reference.
Licence date – see clause 5(b).
Loss means losses, harm, damages, liabilities, charges, expenses, compensation, fine, penalty, payment outgoings or costs and all related costs and expenses (including reasonable legal fees and reasonable costs of investigation, litigation, settlement, judgment, appeal, interest and penalties) of any nature or kind, however arising and whether it is present or future, fixed or unascertained, actual or contingent, including but not limited to (a) economic loss (b) business interruption (c) loss of (i) revenue (ii) profits (iii) actual or potential business (iv) opportunities (v) contracts (vi) anticipated savings (vii) data (d) indirect or consequential loss (e) an obligation to indemnify another person (f) an obligation to contribute to the compensation of loss or damage suffered by another person (g) an obligation to pay a penalty or fine.
Managed service has the meaning in clause 10.3.
Mensiversary means, in relation to a date, the day of a subsequent month bearing the same number as that date or, if the subsequent month has no such day, the last day of that month.
Minimum prepayment means an amount (however described) that we require you to pay to activate a licence.
Minimum term means a period so specified in relation to a product.
Month means: (a) the period between the date of your first paid plan charge for a product and its next mensiversary; and (b) the period between each mensiversary of that date and its next mensiversary.
Month-to-month product means a product of the kind described by clause 6.1.
Numbers from our carrier partner has the meaning in clause 8.1(a)(ii).
Order means an order or request by you for a product, that we accept.
Our platform software has the meaning in clause 13.6(a).
Partner agreement means a separate written agreement between you and us under which we authorise you to resell, resupply or sub-license products, or to supply services incorporating products, to your own customers.
PAYG means pay-as-you-go.
PAYG product means a product of the kind described by clause 6.3.
Personal information means the same as in the Privacy Act 1988.
Plan entitlement has the meaning in clause 6.1(b).
Platform means our proprietary cloud-based platform, the Inspra AI platform, for creating, deploying and operating AI-powered software and applications, including AI agents, AI applications, automation systems, voice bots and other voice AI applications.
Platform usage has the meaning in clause 7.7(a).
Prepayment means an amount you pay in advance for credit or for a plan.
Pricing page means the pricing page on our website at https://inspra.ai (or another page we tell you replaces it).
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Policy means our policy of that name published at https://inspra.ai/legal.
Product means a combination, that we specify, of platform features and functionality, usage entitlements, inclusions, exclusions, licence term, applicable pricing, applicable special terms and, if applicable, any API. A product may also include, where we agree, other AI applications, AI agents, automation systems, orchestration or workflow software, integrations and related engineering, development, consulting or advisory services.
Proposal means an offer by us of a product, that you accept.
Related body corporate means the same as in the Corporations Act 2001.
Security incident means an event that compromises, or is reasonably likely to compromise, the confidentiality, integrity or availability of your content or call data on the platform.
Set up means the bots you have created and the data and settings on our platform associated with them.
Spam Act means the Spam Act 2003.
Special terms means additional terms and conditions that are notified to you in connection with a particular product, including an order form, statement of work, service level agreement or partner agreement agreed in writing by both of us.
Standard form contract means a contract that is a standard form contract within the meaning of section 23(1)(b) of the ACL.
Sub-processor has the meaning in clause 4(a) of Schedule 3.
Sub-processor List means our list of the third-party providers that may handle customer personal information, published at https://inspra.ai/legal.
Subscription product means a product of the kind described by clause 6.2.
Target means a person with whom a bot interacts or may interact, whether the person calls you or you contact them, e.g. an inbound caller, a person who responds to a sales enquiry or a person who undertakes a survey.
Third-party service has the meaning in clause 8A(a).
Top up payment means a prepayment to increase your existing credit.
Transcript means a transcript or other record of the interaction between a bot and a target.
Voice bot, bot or AI agent means AI-powered software designed to interact with humans by telephone, using natural language processing to understand spoken words and respond appropriately using a synthetic voice, or by SMS, WhatsApp or other electronic messages.
Voice carriage or carriage means a telephony service that interfaces with our platform and enables a bot to communicate with targets.
Your content has the meaning in clause 11.4(a).
22.2Interpretation#
In these terms, unless the context requires otherwise:
- a.
headings are for convenience only and do not affect interpretation;
- b.
the singular includes the plural and the plural includes the singular;
- c.
'including' and similar expressions are not words of limitation;
- d.
a reference to legislation, an industry code or a standard includes any amendment, replacement or re-enactment of it and any subordinate instrument made under it;
- e.
a reference to a document, including a policy published on our website, is to that document as updated from time to time, but an update that is likely to have a materially adverse impact on you takes effect only under clause 14; and
- f.
a reference to a person includes an individual, a body corporate and any other entity.
Schedule 1 – API terms#
1.Introduction#
- a.
We may make available to you one or more APIs and access credentials to enable you to integrate a product with your technology system and use the product in accordance with your licence.
- b.
Your licence and these API terms apply to your integration and use of our API and access credentials.
2.Licence to use API#
We grant you a worldwide, non-exclusive, non-transferable, royalty-free licence to use our API and the access credentials, and to access and use your product(s) by means of the API.
3.Your responsibilities and restrictions#
You:
- a.
warrant that you have all necessary legal capacity to agree to these API terms;
- b.
must provide to us any information we reasonably require to facilitate your use of an API or access credentials, and the information you provide must be current, complete and accurate;
- c.
must only use an API and access credentials in accordance with your licence including the API terms;
- d.
must comply with any use requirements of which we notify you (if a new requirement is likely to have a materially adverse impact on you, clause 14 applies to it);
- e.
must only use an API and access credentials to facilitate your own use of a product that you acquire directly from us, including through integrations and tools that you set up and control (such as a Model Context Protocol (MCP) client), or as authorised under a partner agreement;
- f.
must not use an API or access credentials to resell, resupply or give any other person access to a product, or to integrate a product with another person's technology system for that person's use, except as authorised under a partner agreement;
- g.
must not reverse engineer, decompile, or disassemble or otherwise interfere with an API;
- h.
must not use an API or access credentials in any way that adversely affects the performance or functioning of our platform;
- i.
must not use an API to transmit information or materials that breach the rights of any third party or which contains a virus or other harmful code;
- j.
must keep access credentials supplied safe and secure;
- k.
must immediately notify us if you know or suspect the safety or security of access credentials has been compromised; and
- l.
are responsible for the use of an API or access credentials by anyone you allow to use them, or by any other person who gains access to them because you did not keep them secure, and must indemnify us against the covered amounts described in clause 3(a) of Schedule 2 that are actually caused by that use, except to the extent our breach of these terms or our negligence caused it.
4.Future development#
- a.
We may release a new or updated API from time to time, but we are not obliged to do so.
- b.
If we do release a new or updated API, we may or may not notify you or supply it to you. If we do, its use will be on the same terms as applied to the prior version. If a change to an API you use is likely to have a materially adverse impact on you, clause 14 applies to it.
- c.
You are not obliged to update or modify your technology system to reflect any modifications of an API, but you acknowledge that failure to do so may result in the integration being disrupted.
5.Support#
We will provide technical support for an API or access credentials to the extent required by the ACL but we do not otherwise provide any warranties or guarantees for any such support.
Schedule 2 – Legal compliance#
1.Introduction#
- a.
Clause 2 of these terms describes the platform and each party's role. You remain responsible for the legal compliance of your campaigns, contacts and consents, including when we help you under clause 10. We do not own or operate a telecommunications network or supply phone services (clause 8). Each of us keeps its own legal obligations, and this does not remove any legal obligation that applies to us, including when we supply a managed service.
2.Examples of laws that you may need to comply with#
We do not provide legal advice or supervise your legal compliance, but we can give some examples of laws that may be relevant to your use of voice bots.
2.1Consumer protection laws#
If you advertise or sell goods or services, you must comply with all laws about standards in advertising and sales conduct, including the Competition and Consumer Act 2010 (Cth).
2.2Do Not Call Register Act#
If you make telemarketing calls, you must comply with the Do Not Call Register Act 2006.
2.3Spam Act#
If you send commercial electronic messages, you must comply with the Spam Act 2003.
2.4Telemarketing Industry Standard#
If you make telemarketing or research calls, you must comply with the Telecommunications (Telemarketing and Research Calls) Industry Standard 2017, including its rules on calling hours, identifying the caller and the purpose of the call, keeping calling line identification enabled with a number that can receive return calls, and ending a call on request. The Campaign Terms summarise these rules.
2.5Telecommunications Consumer Protections Code#
If you market or sell telecommunications products to residential or small business consumers, you must comply with the Communications Alliance Telecommunications Consumer Protections Code (C628) as in force from time to time.
2.6Privacy and personal information#
You must comply with:
- a.
the Privacy Act 1988;
- b.
where applicable – Divisions 1, 2 & 3 of Part 13 of the Telecommunications Act 1997;
- c.
any other law that applies to you with respect to the privacy of information; and
- d.
any other law that requires you to maintain privacy or confidentiality with respect to information or communications.
2.7Use of Client-Supplied Data and Consented Databases#
- a.
If you choose to use your own database, contact lists, or other customer or prospect data (whether in whole or in part) for any campaign conducted through the platform (“Client-Supplied Data”), you warrant, represent, and undertake that:
- i.
all entries in the Client-Supplied Data have been obtained, recorded, stored, and will be used strictly in compliance with all applicable laws, regulations, and industry standards, including (without limitation) the Do Not Call Register Act 2006 (Cth), the Privacy Act 1988 (Cth), and any relevant ACMA rules, guidelines, or directions;
- ii.
you have obtained all necessary consents, permissions, and authorisations from each person or entity contained in the Client-Supplied Data for the purposes for which you intend to use their information; and
- iii.
such consents are current, valid, and have not been withdrawn.
- i.
- b.
You acknowledge and agree that:
- i.
Inspra does not review, validate, cleanse, or “wash” Client-Supplied Data against the ACMA Do Not Call Register or any other suppression list unless expressly agreed in writing as a separate paid service;
- ii.
Inspra has no responsibility or liability for the legality, accuracy, currency, or completeness of any Client-Supplied Data as you supply it to us; and
- iii.
you are responsible for complying with applicable laws when using Client-Supplied Data, and this does not remove any legal obligation that applies to us.
- i.
- c.
Indemnity: Without limiting any other indemnity in these terms, and subject to clauses 3(b) to 3(e) of this Schedule, you indemnify Inspra, its related bodies corporate, officers, employees, contractors and agents (together, the “Indemnified Parties”) against the covered amounts described in clause 3(a) of this Schedule that any of them incurs, to the extent they are actually caused by:
- i.
your actual breach of the Do Not Call Register Act 2006 (Cth), the Spam Act 2003 (Cth), the Privacy Act 1988 (Cth), or any other applicable law in connection with your use of Client-Supplied Data; or
- ii.
your actual breach of this clause 2.7.
- i.
- d.
This clause 2.7 survives termination of your licence or any agreement between you and Inspra.
2.8Call recording and AI disclosure#
If you record or transcribe calls, you must comply with the laws that apply to recording, including the Telecommunications (Interception and Access) Act 1979 (Cth) and State and Territory laws about listening devices and surveillance devices, which differ between States and Territories. As a minimum, you must make sure that each person on a call is told at the start that the call is recorded or transcribed. You must also make sure your bots tell people that they are AI, as the Acceptable Use Policy requires, and give any other disclosure the law requires. Recording and transcription settings are set before a bot or campaign goes live, and recording cannot be stopped during a call. If a person objects to being recorded, you must end the call courteously.
2.9Outbound campaign confirmation#
By launching an outbound campaign, you confirm that you have identified its purpose, approved the script or prompt, have a lawful basis or consent for each contact, will give the recording and AI disclosures that the law and the Acceptable Use Policy require, and have screened your contacts against the Do Not Call Register and your own suppression list where the law requires. We may refuse or suspend a launch if we reasonably believe this confirmation is incorrect or incomplete.
2.10Messaging#
If you send SMS or other electronic messages, you must comply with the Spam Act, the Telecommunications (SMS Sender ID Register) Industry Standard 2025 for alphanumeric sender IDs, and the terms and policies of any messaging platform you use, such as Meta's WhatsApp Business policies.
2.11Health information#
If your bots may collect health information, you must comply with the Privacy Act rules for sensitive information and any State or Territory health records law that applies to you, such as the Health Records Act 2001 (Vic), the Health Records and Information Privacy Act 2002 (NSW) or the Health Records (Privacy and Access) Act 1997 (ACT). You must tell us before you start, and clause 10 of Schedule 3 applies.
2.12Industry-specific rules#
Some industries have extra rules for calls and sales, for example energy retail (explicit informed consent under the National Energy Retail Law), financial products (the anti-hawking rules in the Corporations Act 2001 (Cth)), consumer credit (the National Consumer Credit Protection Act 2009 (Cth)), insurance, and debt collection (the ACCC and ASIC Debt Collection Guideline). The Acceptable Use Policy requires our prior written approval for some of these uses.
2.13Unsolicited consumer agreements#
If your bots negotiate or make agreements with consumers in calls you initiate, you must comply with the unsolicited consumer agreement rules in the ACL, including the disclosure and cooling-off requirements.
2.14Scam prevention and carrier requirements#
You must cooperate with requests from us, our carrier partners and regulators that relate to the Reducing Scam Calls and Scam SMs Industry Code (C661), the Scams Prevention Framework in the Competition and Consumer Act 2010 (Cth) to the extent it applies, and similar requirements, including requests to trace calls or messages.
2.15Campaign Terms#
The Campaign Terms set out further rules for outbound campaigns, batch calling and messaging, live transfers and lead transactions, including consent records, Do Not Call Register washing, calling hours, caller ID, call attempts and list quality.
3.Indemnity#
Despite anything else in these terms or your licence:
- a.
you must indemnify us against the following amounts (covered amounts), to the extent they are actually caused by your actual breach of clause 8.5, 9, 9A or 12.1 of these terms, this Schedule, the Acceptable Use Policy or the Campaign Terms, by your failure to comply with a law that applies to an activity you carry out using our platform, a product or voice carriage, or by your content or campaigns to the extent they breach a law or a third party's rights:
- i.
amounts we must pay to a third party under a claim, judgment or settlement;
- ii.
fines and penalties imposed on us, and the reasonable costs of responding to a regulator's investigation or enforcement action;
- iii.
charges imposed on us by a carrier partner; and
- iv.
reasonable legal costs of dealing with any of those;
- i.
- b.
you are not liable under clause 2.7(c) or this clause 3 for a breach that is only alleged and not established, or for a complaint to a regulator unless it results from your actual breach;
- c.
you are liable for a fine or penalty, or for the costs of a regulator's investigation, only where your actual breach caused it, and only to the extent the law allows;
- d.
your liability under clause 2.7(c) and this clause 3 is reduced to the extent that we, another Indemnified Party or anyone acting for us caused or contributed to the covered amounts; and
- e.
for any covered amount under clause 2.7(c) or this clause 3, we will take reasonable steps to reduce it, tell you promptly about any claim against us, and not settle such a claim without your consent, which you must not unreasonably withhold or delay.
Schedule 3 – Data processing#
1.Application#
- a.
This Schedule applies to personal information in your content and call data, and to other personal information we handle on your behalf in supplying products (customer personal information).
- b.
Each of us must comply with the Privacy Act to the extent it applies to it. You decide the purposes for which customer personal information is collected and used through your bots, and we handle it on your behalf as this Schedule describes.
2.How we handle customer personal information#
We will:
- a.
handle customer personal information only to supply products to you, keep the platform secure, give you the support you ask for, comply with the law, enforce these terms, and as clause 11 allows, and otherwise only on your documented instructions (which include how you configure the platform);
- b.
tell you if we believe an instruction from you breaches the Privacy Act, unless the law prevents us;
- c.
make sure our personnel who can access customer personal information are bound by confidentiality obligations and trained in privacy and security;
- d.
not sell customer personal information or use it for our own direct marketing; and
- e.
not use it to train or fine-tune AI models, as clause 11.2(d) describes.
3.Security#
- a.
We will maintain reasonable technical and organisational security measures, consistent with our ISO/IEC 27001:2022 certified information security management system, including encryption of customer personal information in transit and at rest, role-based access controls, multi-factor authentication for administrative access, logging and monitoring, vulnerability management, secure development practices and business continuity arrangements.
- b.
You are responsible for the security of your accounts, credentials, devices, integrations and settings, including deciding who in your organisation can access recordings and transcripts.
4.Sub-processors#
- a.
You authorise us to use the providers on our Sub-processor List, and our related bodies corporate, to handle customer personal information (sub-processors).
- b.
We will choose sub-processors, and the settings we use with them, so that customer personal information is kept secure and confidential. Some large providers deal only on their standard terms; we review those terms before we use a provider. Clause 11.2(e) explains how providers handle call data. We remain responsible for meeting our own privacy obligations.
- c.
We will give you at least 30 days' notice, by email or in the platform, before a new sub-processor starts handling customer personal information, unless we must make the change urgently for security or to keep the service running, in which case we will tell you as soon as practicable.
- d.
If you reasonably object to a new sub-processor on data protection grounds, tell us within the notice period. We will try in good faith to address your objection. If we cannot, you may end the affected product by notice to us, and clause 14(c) applies as if the change were a change under clause 14(b).
- e.
Third-party services you connect under clause 8A, and carriers that supply you under clause 8.2 or 8.3, are not our sub-processors for clauses 4(b) to 4(d). Our carrier partners are listed at https://inspra.ai/legal.
5.Security incidents and data breaches#
- a.
Clause 12.2(d) applies to a security incident affecting customer personal information. Our notice will describe, as far as we know them, what happened, the kinds of information and the number of people affected, the steps we have taken, and who to contact. We will keep you informed.
- b.
We will assess a suspected eligible data breach as the Privacy Act requires, and cooperate with you so that each of us can meet its obligations under the Notifiable Data Breaches scheme. Unless the law requires otherwise, we will consult you before we notify individuals about an incident affecting customer personal information.
- c.
Each of us bears its own costs of complying with the Notifiable Data Breaches scheme, except that a party whose breach of these terms caused the incident must reimburse the other's reasonable notification and remediation costs, subject to clause 13.4.
6.Requests, complaints and assistance#
- a.
If we receive a request from an individual to access or correct customer personal information, or a complaint about it, we will tell you within 5 business days, unless the law requires us to deal with it directly, and give you reasonable assistance to respond. Our Privacy Policy explains how we deal with requests made directly to us.
- b.
We will give you reasonable assistance with privacy impact assessments and regulator inquiries about the products. We may charge our reasonable costs for assistance beyond our standard support if we tell you first.
7.Retention, return and deletion#
- a.
We keep call recordings, transcripts and other call data for the retention period that applies to your plan or that you set in the platform. You can delete call data earlier using the platform.
- b.
When your licence ends, clause 15.7 applies.
- c.
We may keep customer personal information for longer only where the law requires it or to resolve a dispute, and in invoices and billing records for the period our Privacy Policy states. We do not keep an archive of call data for you, and we will continue to protect anything we keep under this Schedule.
8.Location and overseas disclosure#
- a.
We store the primary copy of customer personal information in Australia (clause 12.4). Some sub-processors hold copies elsewhere, as the Sub-processor List shows.
- b.
We disclose customer personal information to sub-processors outside Australia only as the Sub-processor List shows. Before we do, we take reasonable steps under Australian Privacy Principle 8 to make sure they handle it in line with the Australian Privacy Principles.
- c.
If your plan or special terms require Australian-only processing, we will process your customer personal information only in Australia, except as those special terms allow.
9.Evidence and audit#
- a.
We will give you a copy of our ISO/IEC 27001:2022 certificate at any time on request (clause 12.2(c)). On request, no more than once in any 12 months (or more often after a security incident or a regulator's request), we will also give you a summary of our relevant security policies and answer a reasonable security questionnaire.
- b.
An Enterprise plan or other special terms may give you further audit rights.
10.Sensitive and restricted information#
- a.
You must not use the platform to collect health information or other sensitive information unless it is reasonably necessary for your business, you have any consent the law requires, and you have told us in writing before you start. We may require special terms for it.
- b.
You must not configure a bot to collect full payment card numbers, card security codes, tax file numbers or government identifiers such as Medicare numbers, unless we agree in writing to a secure method for doing so.
- c.
The platform is not designed for children. You must not use it to target children or to collect personal information about children for marketing.