The Formalities
This agreement is between you ("Customer") and DigiTLC Pty Ltd (ABN 69 646 587 911) or its nominee ("Provider"),
and governs the use of our Software as a Service (SaaS) platform, DigiSyncro ("Service").
The Service is offered in various tiers: DigiSyncro Core, DigiSyncro Plus, DigiSyncro Max, DigiSyncro Pro AI,
and DigiSyncro Pro AI Addon, each with different features, capabilities, and pricing structures.
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License:
The Provider grants the Customer a non-exclusive, non-transferable, and limited licence to access and use the Service
based on the tier selected, solely for the Customer’s internal business purposes during the term of this agreement.
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Transfer of Service Delivery:
The Provider may assign this agreement, subcontract services, or transfer service delivery of any tier of DigiSyncro
to another entity, provided that entity continues service provision materially in accordance with these terms.
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Governing Law:
This agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction
of the courts of New South Wales.
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Indemnity:
The Customer agrees to indemnify and hold the Provider harmless against claims, liabilities, damages, costs, or losses
arising from misuse of the Service, breach of these terms, violation of applicable laws, or any third-party claim
resulting from the Customer’s use of the Service.
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Limitation of Liability:
To the maximum extent permitted by law, the Provider is not liable for any loss arising out of the Customer’s use
or inability to use the Service, including loss of data, loss of profits, or any indirect or consequential loss.
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Dispute Resolution:
Both parties agree to first attempt to resolve disputes through good-faith negotiation. If unresolved, the parties agree
to mediation before commencing litigation (except for urgent injunctive or debt recovery relief).
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Taxes:
Any applicable tax changes affecting the Service may result in adjustments to payable amounts.
GST is applied to all services purchased in Australia and is included in pricing. Where purchases are outside Australia,
GST is not applied.
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Consumer Protection:
Nothing in this agreement excludes, restricts, or modifies rights under the Competition and Consumer Act 2010 (Cth)
or equivalent state/territory laws, except to the extent permitted by those laws.
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Updates to Terms:
The Provider may update these terms from time to time. Updated terms will apply from the date they are published
(or otherwise notified). Continued use of the Service after that date constitutes acceptance of the updated terms.
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Modification Requests:
Any material changes or modifications to the Service that are specific to the Customer must be agreed in writing by both parties.
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Personal Liability:
The Customer warrants they have authority to enter into this agreement on behalf of the business. Where the Customer is an entity,
the Provider may require a director or authorised representative to accept personal responsibility for amounts due if reasonably required
for credit or risk purposes.
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Entire Agreement:
This document constitutes the entire agreement for the Service and supersedes prior representations or agreements relating to the Service.
Other memberships or programs remain governed by their respective terms.
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Severability:
If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions remain in effect.
About Us and Our Role
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Confidentiality:
Service materials are proprietary and confidential. They must not be used, disclosed, or duplicated outside the Customer’s business
without written consent.
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Software and Systems:
The Provider provides access to software and configurable features. Configuration beyond AI Agent setup is the Customer’s responsibility
unless otherwise agreed in writing. While the Provider provides support and assistance, the Provider cannot set up Customer-specific
systems without the Customer’s timely input, information, approvals, and access.
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Service Changes:
The Provider may alter Service materials or structure and will provide advance notice where reasonably practicable.
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No Warranties:
To the maximum extent permitted by law, the Provider does not guarantee specific results or outcomes from use of the Service.
Results may vary. The Customer is responsible for implementation decisions.
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Recommendations:
Where recommendations are provided, implementation and effectiveness remain the Customer’s responsibility unless expressly agreed otherwise.
About Your Program
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The System:
The Service is a software and technology system provided as a base program with predefined inclusions. Specific inclusions, features,
and pricing depend on the Customer’s selected DigiSyncro tier. The Service may include third-party services and resources
that are separate to the base program.
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Customisations:
Customisations beyond the base program are the Customer’s responsibility unless otherwise agreed. While the Provider provides support,
the Customer must have a dedicated resource to set up, manage, and use the system.
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System Setup:
Other than AI Agent setup (where included), the system is designed to be configured by the Customer to suit the needs of their business.
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Setup and Configuration Fees:
Where an initial setup fee is paid or included in the purchase price, it applies to AI Agent setup only (after the Service has commenced).
Other setup and configuration assistance can be provided for an additional fee.
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AI Agent Setup:
AI Agent setup commences after the Service has started and payment has been received.
AI Agent setup is limited to configuration of the Customer’s selected AI Agent (phone or chat, depending on plan level) and includes
standard AI Agent actions such as call handling, message capture, notifications, and escalation actions relevant to that agent.
AI Agent setup does not include configuration, customisation, or activation of other system features such as websites, forms, calendars,
pipelines, reporting, integrations, or custom automations, unless expressly agreed in writing.
Timeframes vary based on agent type, complexity, and the Customer’s availability and responsiveness in providing required information,
approvals, and third-party access (including phone forwarding or logins where applicable).
Delays in providing requested information may delay setup but do not pause or defer subscription fees.
The Customer acknowledges that AI Agent setup does not guarantee that all system features or custom configurations will be active upon commencement.
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Commencement:
The Service begins upon receipt of payment or formal order confirmation from the Customer.
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Subscription (Minimum Term):
The Service is a subscription that continues until terminated in accordance with these terms.
The minimum term is 90 days on a monthly plan and 365 days on an annual plan, commencing on the Service start date.
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Program Fees:
Program fees are payable in Australian Dollars and are due on the monthly or annual anniversary of the commencement date.
Pricing is determined by the selected DigiSyncro tier (Core, Plus, Max or Pro AI) and does not include Additional Fees.
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Additional Fees:
Service fees for usage of add-on services are charged monthly. Where applicable, they will be billed in US Dollars and charged to the
Customer’s registered card. These fees are subject to change.
Details of these are outlined in Service Usage Charges.
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Monthly Credits:
Some plans include monthly credits that apply to included services first. Once credits are used, additional usage charges will be billed
to the Customer’s nominated credit/debit card.
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No Refunds:
Except where expressly stated in these terms or required by law, there are no refunds, holds, or pauses.
No refunds are provided for unused services or early termination.
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Late Payments:
Late payments may incur interest at 5% per month (or the maximum rate permitted by law, if lower),
and access to the Service may be restricted until the outstanding balance is cleared.
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Termination:
Customer-Initiated Termination
The Customer may terminate this agreement with 30 days’ written notice, provided the minimum term has been completed.
For monthly plans, termination takes effect on the next monthly anniversary date occurring after the notice period ends.
For annual plans, termination takes effect on the next annual anniversary date occurring after the notice period ends.
Payments due during the notice period remain payable. No refunds apply for unused portions of any plan.
Provider-Initiated Termination
The Provider may terminate this agreement with 30 days’ written notice.
Payments due during the notice period remain payable, and the Customer will retain access to the Service until the termination date.
If the Provider terminates a paid annual or monthly plan (other than for breach by the Customer), the Customer will be entitled to a
prorated refund for any prepaid and unused portion of the plan, calculated from the termination date.
Data Retrieval and Retention
The Customer may request retrieval of their data within 30 days of the termination date. After this period, data may be
permanently deleted unless otherwise agreed. Data exports are provided in the format available from the platform and may be subject to
technical and third-party constraints.
Transfer of the System
The System is available only while the Customer’s DigiSyncro subscription is active and paid, and access depends on the Customer’s DigiSyncro tier.
The System and all related intellectual property, templates, configurations, workflows, and proprietary components are owned by the Provider
and are not transferable. If the Customer requests a transfer to another GoHighLevel provider, the Provider may, at its discretion,
agree to facilitate a transfer or provide an export where technically possible. Any agreed transfer may be limited by technical constraints
and third-party agreements and will incur a transfer/migration fee (plus any third-party costs) payable in advance.
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Customer Obligations:
The Customer must provide accurate and complete information within 7 days of a request. Failure to do so may limit the Service.
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Data Protection:
The Provider will process Customer data in compliance with Australian privacy laws and implement reasonable measures to prevent unauthorised
access or disclosure.
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Intellectual Property:
The Provider retains all rights to the Service. The Customer retains ownership of their data but grants the Provider a licence to use it
solely for Service delivery and support.
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Usage Restrictions:
The Customer agrees not to copy, modify, distribute, reverse-engineer, or use the Service for unlawful purposes or to infringe on others’ rights.
Getting Started
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Acceptance:
By selecting a plan (Core, Plus, Max or Pro AI) or verbally agreeing during an online session, the Customer confirms acceptance of these terms
and authorises payments as outlined.
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Authorisation:
The Customer confirms they are authorised to accept these terms on behalf of their business and accepts responsibility as permitted by law.
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Communication:
The Customer agrees to communicate promptly via email, phone, or SMS to facilitate service delivery.
Illegal or Unauthorized Use
The Customer agrees to use the Service only for lawful purposes and in accordance with all applicable laws and regulations.
The Customer must not use the Service to engage in any illegal, fraudulent, or unauthorized activities, including but not limited to:
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Violation of intellectual property rights, including unauthorised copying, modification, or distribution of content provided by the Service.
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Activities that disrupt, damage, or impair functionality or security, including introduction of malicious code, viruses, or harmful components.
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Misuse to harass, defraud, or harm others, including distribution of false or misleading information.
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Violating third-party rights, including privacy, confidentiality, and intellectual property rights.
If the Provider determines, in its sole discretion, that the Customer has engaged in illegal or unauthorized use, the Provider may immediately
suspend or terminate access. The Customer agrees to indemnify the Provider from claims, damages, or legal consequences resulting from such use.
Additional Considerations
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Support:
The Provider has multiple support options including online training/guidance, online live chat support (generally available 24/7),
and onboarding/general support during business hours. Response times may vary. For urgent issues or configuration assistance, additional
paid support options may be offered and outlined separately.
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Third-Party Integrations:
The Provider disclaims liability for issues caused by third-party tools, APIs, or services that the Service integrates with or relies upon.
Third-party integrations operate independently and may change, discontinue, or malfunction. The Customer is responsible for understanding
third-party limitations and ensuring compatibility.
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Beta Features:
Any beta features are experimental and provided “as-is” without guarantees and may change or be discontinued at the Provider’s discretion.
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Automatic Renewals:
Subscriptions automatically renew on the anniversary of the Customer's commencement date. Monthly plans renew monthly and annual plans renew annually.
Cancellation requires at least 30 days’ notice prior to the renewal date. No renewal notifications will be sent.
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Trial Periods (if applicable):
Trials may be free or partially paid and limited to the agreed number of days. Trials include access as stated. Upon trial expiry, the Customer
will transition to a paid plan unless cancelled before the trial ends.
Fair Use Policy
The following Fair Use Policy applies to usage of SMS and AI-powered features within DigiSyncro (the "Service").
By using the Service, the Customer agrees to comply with this policy and to use the Service ethically, responsibly, and in line with applicable laws.
SMS Usage
- Permitted Use
SMS features are intended for legitimate business communications (including customer engagement, marketing, and operational notifications).
The Customer agrees to comply with applicable laws, including the Spam Act 2003 (Cth) and the
Do Not Call Register Act 2006 (Cth).
- Volume Limitations and Restrictions
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The DigiSyncro SMS service is not intended for bulk SMS campaigns and is designed for individual or small-scale communications.
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The Customer agrees not to send more than one SMS per minute.
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Unsolicited, high-volume, or spam messaging, including bulk SMS campaigns that exceed the one message per minute limit,
is a violation of this policy.
- Prohibited Use
The Customer shall not:
- Send unsolicited or spam messages to individuals who have not consented.
- Use SMS for malicious, harassing, or fraudulent activities (including phishing).
- Send messages that violate privacy or contain false, misleading, or deceptive information.
- Use SMS for high-volume automated campaigns beyond reasonable use.
- Opt-Out Mechanism
The Customer is responsible for ensuring recipients can easily opt out of further communications where required by law.
An unsubscribe mechanism must be included in all marketing or promotional SMS communications.
- Abuse Monitoring and Enforcement
DigiSyncro reserves the right to monitor SMS usage and investigate suspicious or excessive activity.
If usage exceeds allowed thresholds or violates this policy, the Provider may suspend or terminate SMS service and/or charge additional fees.
SMS Service Policy
The SMS service provided through DigiSyncro is operated by a third-party provider. The Provider has no control over their operations.
If the service is abused (including sending bulk SMS or exceeding one SMS per minute), the third-party provider may suspend service without warning.
The Customer acknowledges that misuse may result in immediate suspension and the Provider is not responsible for loss or inconvenience caused by that action.
The Provider is not liable for downtime or service interruptions caused by the third-party SMS provider. The Customer agrees to hold the Provider harmless
from liability associated with such interruptions.
AI Usage
- Permitted Use
AI-powered features are intended for tasks including automating customer interactions, enhancing marketing campaigns, and improving operational efficiency.
The Customer agrees to use AI features responsibly and ethically.
- Prohibited Use
The Customer shall not:
- Use AI to generate or disseminate harmful, offensive, or unlawful content.
- Deploy AI in a way that impersonates or misleads individuals.
- Use AI to infringe intellectual property rights.
- Use AI in a manner that breaches privacy or data protection laws.
- Ethical AI Usage
The Customer acknowledges AI outputs may be imperfect and agrees not to use AI for unethical practices such as discrimination, misinformation, or privacy violations.
- Abuse Monitoring
DigiSyncro reserves the right to monitor AI feature usage and may suspend or restrict access if misuse is detected.
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Voice AI Usage (If applicable for your DigiSyncro product)
Definitions: “Voice AI Features” refers to functions that process, generate, or interact with user-provided voice or text,
including speech synthesis, transcription, and conversational voice agents. “Input” means voice data, audio recordings, or text prompts submitted.
“Output” means AI-generated responses, synthetic speech, or transcripts produced.
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Consent and Responsibility:
The Customer warrants they have obtained explicit and informed consent from all individuals whose voices are captured, uploaded, or used with Voice AI Features,
and will comply with all privacy and data protection laws.
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Licence to Use Input:
By submitting Input, the Customer grants the Provider a limited licence to process Input solely to provide Voice AI Features.
Input will not be used to train external AI models without consent.
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Restrictions:
- Use Voice AI to create unauthorised or deceptive voice clones.
- Reverse engineer, extract, or replicate the Provider’s Voice AI technology.
- Use Outputs unlawfully, to infringe rights, or to mislead others.
- Fail to disclose, where legally required, that content was AI-generated.
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Ownership:
All rights to the underlying Voice AI technology remain with the Provider. Subject to law, the Customer may use Outputs in accordance with these terms.
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Accuracy and Limitations:
Outputs may contain errors, inaccuracies, or bias. Outputs are provided “as-is” and must not replace professional advice.
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Compliance and Enforcement:
The Customer agrees to comply with all applicable laws when using Voice AI Features. The Provider may suspend or terminate access if misuse is detected.
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Indemnification:
The Customer agrees to indemnify the Provider against claims arising from misuse of Voice AI Features, including failure to obtain consent or violations of third-party rights.
By agreeing to these Terms and Conditions, you confirm your acceptance and understanding of all provisions outlined above.
DigiSyncro Terms and Conditions Agreed Date/Time:
Last updated: 10 Feb 2026