Terms and Conditions | Offsider Agency

1. About these Terms

These Terms apply when you visit offsideragency.com.au or engage Offsider Agency Pty Ltd (ACN 701 384 714) to build or operate services for your business. In these Terms, "we", "us" and "our" mean Offsider Agency Pty Ltd, and "you" means the business engaging us.

They operate alongside the proposal, order form or statement of work you sign with us, which we call your Service Agreement. Where a Service Agreement says something different from these Terms, the Service Agreement wins.

You accept these Terms at the earliest of: signing a Service Agreement, paying a Build & Implementation Fee, or your Agent going live.

We also hold offsideragency.com, which does nothing but redirect to offsideragency.com.au. If you arrived through it, these are the Terms that apply to you.

2. Definitions

Agent. The voice and messaging assistant we build, configure and operate for your business.
Build & Implementation Fee. The one-off fee to design, build, configure, test and launch your Agent and the deliverables that come with it.
Subscription Fee. The recurring monthly fee to run, host, monitor and tune the service.
Go-Live Date. The first day your Agent handles live customer conversations.
Client Data. Your business content, brand assets, customer and lead records, and recordings and transcripts of conversations with your customers.
Offsider Platform. Our software configuration, agent prompts, workflow and automation logic, templates, integrations and reporting tooling.
Tracking Number. A phone number we provision so calls can be routed and measured.
Included Minutes. The monthly voice-minute allowance for your plan, and the per-minute rate that applies beyond it, as described in clause 7.

3. Eligibility and authority

You must be at least 18. If you engage us for a business, you confirm you are authorised to bind that business. Our services are supplied for business use in Australia, and you agree to comply with Australian law in using them.

4. What we provide

Build phase. We map how your business handles enquiries, design and configure your Agent, build the website and supporting assets included in your plan, test the Agent against your real scenarios, and launch it.

Operate phase. We host, monitor, maintain and tune the Agent and the automations around it, and report on calls, enquiries and bookings.

Your Agent is software. It is not an employee and it is not perfect. It will occasionally mishear, misclassify or mishandle a conversation. You should review the reporting we provide and keep your escalation settings current.

Where your plan includes a website, that website is a deliverable within the Build & Implementation Fee, not a separately purchased product.

5. The build phase

To build your Agent we need accurate business information, your pricing and service areas, your availability, your brand assets, access to the systems we are integrating, and your approvals at each stage.

Your plan includes two rounds of revisions to the deliverables during the build. Changes beyond that, or changes that materially alter what was agreed, are quoted separately before we do them.

If we ask in writing for access, information or an approval and do not receive it within 10 business days, the build timeline and the Go-Live Date move out accordingly. We will follow up at least once before treating a request as outstanding.

6. Fees, GST and payment

All fees are in Australian dollars and exclusive of GST. GST is added and shown separately on every quote and invoice.

Build & Implementation Fee. 50% payable to begin the build, 50% payable on the Go-Live Date.
Subscription Fee. Billed monthly in advance from the Go-Live Date, by card or direct debit.
Invoices. Payable within 14 days.
Annual prepay. Available at a 10% discount. Because the discount is given in exchange for the certainty of a paid year, a prepaid year is not refundable, except that we refund the unused portion pro rata if you claim under the Risk-Free Guarantee (clause 8). This does not affect your rights under the Australian Consumer Law.

Late or failed payment. If a payment fails we will tell you and give you 7 days to fix it. If it remains unpaid after that we may suspend the service on a further 7 days' written notice. We will not suspend without notice.

Fee changes. We will not increase your Subscription Fee in the first 12 months. After that, we may change it on 30 days' written notice. If you do not accept the change you may cancel before it takes effect, at no cost and with no notice period. We never change a fee part-way through a billing period.

7. Included voice minutes and the rate after them

Each plan includes a monthly allowance of voice minutes handled by your Agent. Minutes used beyond the allowance are billed at the rate set out for your plan. All figures are ex-GST.

Included voice minutes by plan, and the per-minute rate after the allowance
Plan	Included each month	After the allowance
Front Desk	500 inbound minutes	$0.60 per inbound minute
Front Desk Pro	900 inbound minutes	$0.55 per inbound minute
Operations	1,500 inbound and 300 outbound minutes	$0.50 per inbound minute, $0.90 per outbound minute

We tell you before you go over, not after. We will notify you when your usage in a month is approaching your allowance. Minutes do not roll over between months. Your Service Agreement records the allowance and rates that apply to you, and where it differs from the table above, your Service Agreement applies.

If your usage materially and persistently exceeds your allowance, we will contact you to discuss a plan that fits. Any change to your plan takes effect on at least 30 days' notice, and you may cancel instead at no cost.

Your included minutes do not cover: using the Agent for a business other than the one we built it for; deliberately generated or automated call traffic; or use as a general-purpose call centre. We may block traffic that is fraudulent, abusive or a risk to a carrier's network, and will tell you when we do.

8. The Risk-Free Guarantee

Your Build & Implementation Fee is protected by the Risk-Free Guarantee. If, at the end of the 60-day period beginning on your Go-Live Date, you do not wish to continue because you do not feel the Agent has delivered value for your business, you may cancel and claim a full refund of the Build & Implementation Fee you paid. You do not need to prove that the Agent generated any minimum number or dollar value of bookings, leads or jobs.

What the guarantee covers

The guarantee applies to your initial Build & Implementation Fee. Subscription Fees for months in which the Agent was live and operating are not refundable, because they cover services already delivered. Where a subscription month is part-way through when your claim is received, we refund the unused days pro rata. Where Subscription Fees have been prepaid annually, we refund the unused portion pro rata from the date your claim is approved.

What happens to your assets

The Build & Implementation Fee covers work we perform and retain ownership of until the guarantee period ends. If you claim a refund, the website, Tracking Number, Agent configuration, automations and associated accounts we built are decommissioned or retained by us on the cancellation date. Your customer data, call recordings and contact records are exported to you at no charge. Any domain name you owned before the engagement remains yours.

How to claim

Email your written claim to hello@offsideragency.com within 14 days after the end of the 60-day period. We may ask for enough information to identify your account and original payment. Claiming the guarantee ends the agreement on the date the claim is received; no further Subscription Fees are charged and no notice period applies. Approved refunds are paid to the original payment method within 30 days of approval.

Conditions

The guarantee assumes we were given a reasonable opportunity to deliver and operate the Agent as agreed. It does not apply where: the Agent was disabled, paused, or had calls or chats diverted away from it for more than five business days in total during the period; agreed access, phone number porting, integrations or content approvals were not provided within 10 business days of a written request; the scope was materially changed at your request; or fees remain unpaid. The guarantee applies once per customer, to your initial engagement.

This guarantee is a contractual promise in addition to, and does not limit, your rights under the Australian Consumer Law. The plain-English version of this clause is on our Risk-Free Guarantee page; where the two differ, these Terms apply.

9. Your responsibilities

Give us accurate information about your pricing, availability, service areas and the claims your Agent is to make. You are responsible for the accuracy and legality of what you ask it to say.
Hold the licences, registrations and insurances required for the work your Agent books on your behalf.
Keep your account credentials secure and tell us promptly about any unauthorised access.
Keep your escalation and failover contact details current.
Do not use the services for unsolicited marketing that breaches the Spam Act 2003 (Cth) or the Do Not Call Register Act 2006 (Cth), and do not supply purchased or scraped contact lists for outbound messaging.

10. Call recording, AI disclosure and consent

Calls and messages handled by your Agent are recorded and transcribed so the enquiry can be acted on, so you have a record, and so the service can be maintained and improved.

Every Agent we build discloses, at the start of the call, that the call is recorded, and offers a way through to a person. Where a caller asks whether they are speaking with a person or a machine, the Agent answers honestly that it is an automated assistant. Both of those are our default and neither is removable. You must not ask us to configure an Agent to deny being automated, or to present itself as a named human being.

Recording and surveillance laws differ between Australian States and Territories. We configure the disclosure; you are responsible for making sure the wording is accurate for your business, and for any recordings you separately make, keep or use. Personal information is handled as set out in our Privacy Policy.

11. Emergency and life-safety calls

Your Agent is not an emergency service and cannot call 000. It must not be relied on for any life-safety communication.

Where a caller describes something urgent (gas, electrical, flooding, structural or medical) the Agent is configured to flag it and route it down the escalation path you nominate. You are responsible for monitoring that path and for responding. A caller facing an emergency should end the call and dial 000.

12. Messaging compliance

Text-back, follow-up, quote-chase and review-request messages are commercial electronic messages under the Spam Act 2003 (Cth). Every message we send on your behalf identifies your business and carries a working unsubscribe. Opt-outs are actioned promptly and at no charge.

You must not instruct us to message people who have not given consent or from whom consent cannot reasonably be inferred, and you must not supply lists obtained by purchase or scraping.

13. Intellectual property

What we own. The Offsider Platform, meaning our agent prompts and configurations, workflow and automation logic, templates, components, integrations, reporting tooling and know-how, is ours and stays ours. You receive a non-exclusive, non-transferable licence to use it for your own business for the term of your Service Agreement. That licence ends when the engagement ends.

What you own. Client Data is yours. You grant us the licence we need to host and process it in order to run the service.

The website. Ownership of the website we build for you passes to you when the Build & Implementation Fee has been paid in full and the Risk-Free Guarantee claim window has closed without a claim. Until then it remains ours. We keep our underlying templates, components and tooling in every case. The Agent, automations and platform configuration are never transferred and remain licensed for the term.

14. Ending the engagement

The engagement runs month to month. Either of us may end it with 30 days' written notice, taking effect at the end of the current billing month.

There is no lock-in, no exit fee and no handover fee.

On exit you receive, at no charge: an export of your contacts, conversation records, call recordings and transcripts; and, where ownership has passed under clause 13, a copy of your website files.

Phone numbers. Any number you ported in can be ported out on request, and we will not withhold or delay a port. A Tracking Number we provisioned is released to your own carrier account on request where the carrier permits it; where it cannot be released, we tell you before go-live so you know which number is portable and which is not.

What stops. The Agent, the automations, the workflows, our licensed configurations and your platform access.

Data deletion. We delete or de-identify your data 30 days after your export is delivered, other than records we must keep for tax or legal reasons.

We may end the engagement immediately only for unlawful use, or conduct that puts our platform or a carrier's network at genuine risk. Anything else follows the notice and cure process in clause 6.

15. Third party platforms

The service runs on third party providers, including telephony carriers, language and speech model providers, CRM and automation platforms, hosting and payment providers. Their availability, pricing, terms and policies are outside our control. The current list, and where each one holds data, is in our Privacy Policy.

We may replace an underlying provider with one of equivalent or better capability. If a replacement materially reduces what you receive, you may cancel without penalty.

16. Availability and continuity

We aim for high availability but do not warrant uninterrupted or error-free operation. Carrier faults, platform outages and scheduled maintenance can affect the service.

If your Agent is unavailable, calls fail over to the number you nominate. You must keep that number current and monitored. Any specific service level we agree is recorded in your Service Agreement.

17. No guarantee of results

How many leads, bookings or jobs you get depends on your market, your pricing, your capacity and how quickly you respond. Nothing on our website, in a demonstration, in a calculator or in a case study is a forecast or a promise of a result. The Risk-Free Guarantee in clause 8 is the one contractual promise we make about outcomes.

18. Demonstrations and calculators

Demonstrations, sample agents and calculators on our website are illustrative. Calculator outputs are estimates based on the figures you enter and the assumptions shown; they are not a quote. Please do not submit confidential information through a demonstration. Demonstration calls may be recorded.

19. Australian Consumer Law and liability

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law that cannot lawfully be excluded. Where we are permitted to limit our liability for failing to comply with a statutory guarantee, our liability is limited to resupplying the services or paying the cost of having them resupplied.

Subject to that paragraph, and to the extent the law allows: neither party is liable to the other for indirect or consequential loss, or for loss of profits, revenue, goodwill, data or anticipated savings; and our total aggregate liability arising out of the services is limited to the greater of the fees you paid us in the 12 months before the event giving rise to the claim, or $5,000.

Nothing in this clause limits either party's liability for fraud, or for personal injury or death caused by its negligence.

20. Indemnity

You indemnify us against claims, losses and reasonable costs arising from the content and claims you instructed your Agent to convey, your unlawful use of the services, or your failure to obtain a consent you were responsible for, except to the extent caused by our own breach, negligence or wrongful act.

21. Confidentiality

Each of us will keep the other's non-public information confidential, use it only to perform or receive the services, and protect it with reasonable care. This does not apply to information that is public through no breach, was independently developed, was lawfully received from someone else, or must be disclosed by law.

22. Force majeure

Neither of us is liable for delay or failure caused by events beyond reasonable control, including carrier or platform failure, natural disaster, industrial action or government action. Payment obligations already incurred still stand. If the event continues for more than 30 days, either of us may end the engagement without penalty.

23. Disputes

If something goes wrong, tell us in writing first and we will work with you in good faith to resolve it within 30 days. If it is still unresolved, either of us may refer it to mediation in Melbourne or start proceedings. Either of us may seek urgent injunctive relief at any time. Nothing in this clause prevents you from making a complaint to a regulator.

24. Changes to these Terms

We may update these Terms by publishing a new version with a new effective date. Changes are never retrospective. Where a change is material and affects an active engagement, it takes effect only after 30 days' written notice, and you may cancel before it takes effect at no cost and with no notice period.

25. General

You may not assign these Terms without our consent, which we will not unreasonably withhold. We may assign them to a related body corporate or in connection with a sale of our business. If any provision is unenforceable it is severed and the rest continues. These Terms and your Service Agreement are the entire agreement between us about the services. Notices are given by email to the addresses each of us has on file.

26. Governing law

These Terms are governed by the laws of Victoria, Australia. Each of us submits to the non-exclusive jurisdiction of the courts of Victoria and the courts that hear appeals from them.

27. Contact

Questions about these Terms, or a Risk-Free Guarantee claim: hello@offsideragency.com.

Offsider Agency Pty Ltd
ACN 701 384 714 · ABN 62 701 384 714
5 Seminary Crescent, Scoresby VIC 3179, Australia
hello@offsideragency.com
+61 481 321 269, business line
+61 468 008 174, Jessica, our AI receptionist