1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

Business Day: a day other than a Saturday, Sunday, or registered public holiday in New South Wales, Australia.Change of Control: any change in the ability to control or direct, directly or indirectly, the board, executive body, decision-making process or management of an entity by virtue of ownership, right of appointment, right to control election or appointment, voting rights, or the ability to control the exercise of voting rights, management agreement or any other agreement.Client: individuals or entities who are clients of or engage the Customer, to whom the Customer seeks to provide or provides goods and services.Confidential Information: any information that is proprietary or confidential by its nature or is clearly labelled as such. Confidential Information includes details of the Services and the results of any performance tests of the Service.Customer Data: the data inputted by the Customer or Klyr on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.Data Privacy Laws: all applicable privacy and data protection laws and regulations relating to or impacting the handling, processing and/or privacy of personal information, including but not limited to the Privacy Act 1988 (Cth), including the Australian Privacy Principles, the Spam Act 2003 (Cth), and the Do Not Call Register Act 2006 (Cth), in each case as amended, repealed or superseded from time to time.Effective Date: the date set out in the Letter.Fees: the fees payable by the Customer to Klyr, as set out in the Letter.Klyr Data: the data generated by the Services, excluding any Customer Data.Services: comprise the artificial intelligence (AI)-driven automation solutions Klyr provides to the Customer, including but not limited to lead reactivation, customer engagement, and sales process automation. The Services are described online at https://klyr.com.au/services.Term: the period during which Klyr will provide Services to the Customer, as set out in the Letter.

1.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2. SERVICES

2.1 Subject to the Customer paying the Fees, the restrictions set out in clause 3, and the other terms and conditions of this Agreement, Klyr agrees to provide the Services as set out in the Letter to the Customer.

3. USAGE RIGHTS AND LIMITATIONS

3.1 The Customer shall not:

3.1.1 except as may be allowed by applicable law:

3.1.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or3.1.1.2 attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;

3.1.2 access all or any part of the Services in order to build a product or service which competes with the Services;
3.1.3, except with Klyr’s prior written consent (which Klyr may withhold at its absolute discretion), use the Services to provide services to third parties;
3.1.4 attempt to obtain, or assist any third party in obtaining, access to or use of the Services, other than as provided under this Agreement; or
3.1.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or make the Services available to any third party.

3.2 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Klyr.

4. DATA AND PROPRIETARY RIGHTS

4.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Customer Data.

4.2 Klyr shall own all right, title and interest in and to the Klyr Data.

4.3 Klyr grants the Customer a licence to access Klyr Data for the Term solely for the Customer's internal business purposes. The Customer’s right to use the data does not include the right to sublicense, sell, or otherwise exploit it, or to combine it with other data sources.

4.4 The Customer agrees that Klyr and/or its licensors own all intellectual property rights in the Services, and all materials, content and branding on Klyr’s website and service platform. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.

4.5 Klyr confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under this Agreement.

5. THIRD PARTY PROVIDERS

5.1 The Customer agrees that the Services may access or interact with third-party systems and/or content, and that the Customer’s access will be solely at its own risk. Klyr makes no representation, warranty or commitment and, subject to the remainder of this Agreement, shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party system or website, or any transactions completed, or contracts entered into by the Customer with any such third party.

6. KLYR'S OBLIGATIONS

6.1 The Services will be provided substantially in accordance with the Agreement, except to the extent of any non-conformance caused by use of the Services contrary to Klyr’s instructions, or modification of the Services by any party other than Klyr (or persons duly authorised by Klyr).

6.2 If the Services do not conform with clause 6.1, Klyr will, at its expense, use reasonable endeavours to correct the non-conformance promptly or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking in clause 6.1.

6.3 Notwithstanding the foregoing, Klyr:

6.3.1 does not warrant that the Customer’s use of the Services will be uninterrupted or error-free, or that the Services and/or the information obtained through the Services will meet the Customer’s requirements; and6.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer agrees that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7. CUSTOMER’S OBLIGATIONS

The Customer shall:

7.1 provide Klyr with all necessary co-operation in relation to this Agreement, and all necessary access to such information as may be required to provide the Services, including but not limited to security access information and configuration services;
7.2 comply with all applicable laws and regulations with respect to its activities under this Agreement, including Data Privacy Laws;
7.3 obtain and maintain all necessary licences, consents and permissions for Klyr to perform its obligations under this Agreement, including those required under Data Privacy Laws;
7.4 warrant that it has obtained Clients’ consent and is entitled to use and disclose Clients’ data to Klyr for the purpose of the Services. The Customer shall also be responsible for ensuring its Clients are properly informed about how their data will be used in the provision of Services in accordance with Data Privacy Laws;
7.5 ensure that its network and systems comply with the relevant specifications provided by Klyr from time to time; and
7.6 be solely responsible for procuring and maintaining its network connections, including its internet connection, and for all issues, delays, delivery failures and any loss or damage arising from or related to its network connections, telecommunications links or the internet.

8. FEES

8.1 In order to access the Services, the Customer shall pay the Fees to Klyr in accordance with this clause 8 and the Letter.

8.2 All amounts and fees stated or referred to in this Agreement:

8.2.1 shall be payable in Australian Dollars;8.2.2 are non-cancellable and non-refundable;8.2.3 are exclusive of GST, which shall be added to Klyr’s invoice(s) at the applicable rate.

8.3 Klyr shall be entitled to increase the Fees pursuant to any agreement between the parties to renew the Agreement under clause 12.1.

9. CONFIDENTIALITY

9.1 Each party may be given access to Confidential Information from the other party to perform its obligations under this Agreement. A party’s Confidential Information shall not include information that:

9.1.1 is or becomes publicly known other than through any act or omission of the receiving party;9.1.2 was in the other party’s lawful possession before the disclosure;9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or9.1.4 is independently developed by the receiving party, as evidenced in writing.

9.2 Subject to clause 9.3, each party shall keep the other’s Confidential Information confidential and not disclose it to any third party, nor use it for any purpose other than the implementation of this Agreement.

10. Contact Information

For any questions regarding these Terms & Conditions, please contact us at: Klyr AI Automation Agency

Email: [email protected]

Phone: +61 449 247 577

Address: Sydney, NSW, Australia