Effective Date: 24 August 2025

Provider: Numerical Triverse Pty Ltd (ABN 84 665 123 987) (“Reptri”, “we”, “us”, “our”)

These Terms and Conditions (“Terms”) govern your use of the Reptri® AI Receptionist service, including our mobile applications, websites, and associated products and services (collectively, the “Service”). By creating an account, clicking “I agree”, or otherwise using the Service, you agree to be bound by these Terms.

Definitions

1. Eligibility & Account Registration

   1.1 By registering for the Service, you represent and warrant that:

        a. You are at least 18 years of age and have the legal capacity to enter into a binding agreement; 

        b. All registration information you provide is accurate, complete, and will be kept up to date;

        c. You are responsible for all activity occurring under your Account and must maintain the confidentiality of your access credentials;

        d. You must notify us immediately of any unauthorised use of your Account.

2. Service Description

     2.1 Account – A registered business account created by you to access and use the Service.

     2.2 Average Usage Baseline – The monthly call volume and average call duration you report to us during the onboarding process, used as a reference for fee adjustments.

     2.3 Billing Cycle – The monthly recurring billing period commencing on

the date of your subscription activation.

     2.4 Business Day – Any day other than a Saturday, Sunday, or official public holiday in New South Wales, Australia.

     2.5 Content – Any text, audio, image, data, prompt, message, or other materials submitted, recorded, uploaded, transmitted, or processed through the Service.

    2.6 Customer – A legal entity or individual entering into this agreement for use of the Service (“you”, “your”).

    2.7 Mobile App – The Reptri mobile application for iOS or Android.

3. Fees, Billing & Fee‑Change Mechanism

     3.1 Subscription Fees: You agree to pay all fees set out in your Order Form or checkout page. All fees are in Australian Dollars (AUD) and inclusive of GST unless otherwise specified.

4. Cancellations & Termination

    4.1 Either party may terminate this Agreement for any reason by providing the other party with at least 15 days’ written notice..

     4.2 We may suspend or terminate your access to the Service:

            a. With immediate effect in the event of a material breach of these Terms;

           b. To comply with any applicable law or legal requirement; or

      4.3 Effect of Termination: Upon termination, your access to the Service will cease. We may permanently delete your Content 30 days after termination unless otherwise agreed in writing.

5. Call Recording & Data Handling

    5.1 Reptri records all inbound and outbound calls for the purposes of quality assurance, training, regulatory compliance, and integration with our client management system..

    5.2 For information on how we process personal data, please refer to our Privacy Policy.

6. User‑Generated Content Licence

     6.1 By submitting Content (including greetings, prompts, scripts, or training data), you grant Reptri a worldwide, royalty-free, non-exclusive, and irrevocable licence to use, store, reproduce, and display such Content for the purposes of delivering, maintaining, and improving the Service (including AI training and enhancement) and, with your prior written consent, for Reptri’s marketing and promotional purposes.

     6.2 You retain ownership of your Content.

7. Prohibited Activities

     7.1 You agree not to:

           a. Use the Service for any unlawful, fraudulent, or harmful purpose;

          b. Attempt to access or reverse engineer any part of the Service;

          c. Introduce malware, spam, or unauthorised automated systems;

          d. Submit Content that is discriminatory, obscene, harassing, or otherwise objectionable;

          e. Infringe upon the intellectual property or privacy rights of others.

8. Intellectual Property

     8.1 Reptri IP: All intellectual property rights in the Service (including software, source code, algorithms, AI models, trademarks, logos, designs, and associated documentation) are and remain owned or licensed by Reptri. Except as expressly permitted in these Terms, no rights are granted to you.

     8.2 Customer IP: All intellectual property rights in Content you submit remain owned by you or your licensors. You grant Reptri the licence described in clause 6 to use such Content for the purposes set out in these Terms.

      8.3 Feedback: If you provide comments, suggestions, or ideas about the Service (“Feedback”), you grant Reptri a perpetual, irrevocable, royalty-free licence to use and incorporate the Feedback into the Service without obligation to you.

      8.4 Restrictions: You must not copy, modify, distribute, sell, lease, reverse-engineer, or create derivative works from any part of the Service except as expressly permitted in these Terms or required by law.

9. Mobile App Licence & App‑Store Terms

     9.1 We grant you a personal, non-exclusive, non-transferable, and revocable licence to install and use the Mobile App solely for your internal business purposes, in accordance with these Terms and the usage rules set by the Apple App Store and Google Play.

     9.2 The Apple App Store and Google Play (and their affiliates) are third-party beneficiaries of this licence. This means they may enforce these Terms as they apply to the Mobile App.

10. Electronic Communications & Signatures

     10.1 You agree that we may provide you with all notices, disclosures, agreements, and other communications relating to the Service electronically, including by email, in-app messaging, or posting on our website or client portal.

     10.2 You acknowledge and agree that electronic signatures (including clicking “I agree” or using an e-signature service) have the same legal effect as a handwritten signature, in accordance with applicable laws, including the Electronic Transactions Act 1999 (Cth).

11. SMS Messaging Terms

      11.1 If you opt-in to SMS notifications, you consent to receive text messages from Reptri. Message frequency may vary. Standard carrier rates apply. Reply “STOP” to opt out.

12. Data Retention & Backup

       12.1 Reptri may modify, suspend, or discontinue any part of the Service at any time.

       12.2 While we aim to ensure continuity, we do not guarantee uninterrupted access.

       12.3 Material changes will be communicated where practicable.

13. Indemnity

        13.1 You agree to indemnify Reptri, its officers, directors, employees, contractors, and agents against any claims, damages, losses, liabilities, costs, and expenses (including legal costs on a full indemnity basis) arising from:

                  (a) Your use of the Service;

                  (b) Any Content you provide; or

                  (c) Your breach of these Terms or any applicable law.

14. Service Modifications & Interruptions

        14.1 We may modify, update, suspend, or discontinue any part of the Service at any time to maintain or improve functionality, security, or compliance with applicable laws.

         14.2 While we use reasonable commercial efforts to ensure the Service is available with minimal interruption, we do not guarantee continuous, error-free, or uninterrupted access.

          14.3 We will provide reasonable prior notice of any planned maintenance or material changes that are likely to affect your access to the Service, where practicable.

          14.4 In the event of an unplanned outage, we will take all reasonable steps to restore the Service as soon as possible and keep you informed of progress via email or in-app notification. In the meantime, your incoming calls would be automatically redirected to your pre-elected phone number.

15. Disclaimers & Limitation of Liability

        15.1 The Service is provided on an “as is” and “as available” basis. We make no express or implied representations, warranties, or guarantees regarding the accuracy, reliability, suitability, or availability of the Service.

       15.2 To the fullest extent permitted by law, all conditions, warranties, and guarantees that are not expressly set out in these Terms are excluded, including any implied warranties of merchantability, fitness for purpose, or non-infringement.

      15.3 Limitation of Liability: To the extent permitted by law, our total aggregate liability to you for any claim or series of related claims arising out of or in connection with the Service, these Terms, or their subject matter (whether in contract, tort, statute, or otherwise) is limited to the total fees paid by you for the Service in the six (6) months immediately preceding the event giving rise to the claim.

       15.4 Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, or death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.

16. Governing Law & Dispute Resolution

       16.1 These Terms are governed by the laws of New South Wales, Australia.

       16.2 You agree to submit to the exclusive jurisdiction of the courts of New South Wales.

       16.3 Before commencing legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation or mediation.

17. Copyright & IP Infringement

       17.1 If you believe that any material on the Service infringes your copyright, please send a written notice to our Copyright Agent (See Contact Details at the bottom of this document) containing:

               a. Identification of the copyrighted work;

              b. Identification of the infringing material;

             c. Your name, contact information, and signature.

17.2 We reserve the right to remove content and suspend repeat infringers.

18. Miscellaneous

        18.1 Assignment: You must not assign, transfer, or novate your rights or obligations under these Terms without our prior written consent. We may assign, transfer, or novate our rights or obligations under these Terms at any time and at our discretion, including as part of a sale of our business or a corporate restructure.

        18.2 Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be severed, and the remainder will continue in full force and effect.

        18.3 Waiver: A failure or delay by us to exercise any right or remedy under these Terms will not constitute a waiver of that right or remedy, unless expressly stated in writing.

        18.4 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms due to events beyond our reasonable control, including acts of God, natural disasters, epidemic, pandemic, labour disputes, internet or telecommunications failures, government actions, or the failure of third-party service providers. Our performance will be suspended for the duration of the Force Majeure event.

19. Changes to These Terms

        19.1 We may update these Terms from time to time.

        19.2 If changes are material, we will provide at least 30 days’ notice via email or in-app notification.