Terms of Use
Last updated: July 2026
1. About These Terms
These Terms of Use ("Terms") constitute a legally binding agreement between MERCURIAL CONNECT (ABN 60 937 478 235) and the business entity or individual ("Client") that subscribes to or uses the Mercurial Desk AI voice agent services (the Inbound AI Agent and the Outbound AI Agent), the website, and related features (together, the "Services"). The Inbound AI Agent answers incoming calls to your business; the Outbound AI Agent makes outgoing calls to your CRM contacts.
By accessing the website, submitting a demo request, or subscribing to the Services, the Client confirms that: (a) the Client has read and understood these Terms; (b) the Client has the authority to bind the business entity it represents; and (c) the Client agrees to be bound by these Terms. If the Client does not agree, the Client must not use the website or Services.
MERCURIAL CONNECT may update these Terms from time to time. Material changes will be communicated to the Client via email or through the Services. Continued use after changes take effect constitutes acceptance. If the Client does not agree to the updated Terms, the sole remedy is to cancel the subscription in accordance with Section 9.
2. Licence to Use the Services
We grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services for your internal business purposes, per business location, for the duration of your paid subscription. You do not own the Services. You are renting a limited right to use them. We retain all right, title, and interest in and to the Services, including all intellectual property, software, AI models, voice packages, trade marks, and underlying technology.
This licence is conditional on your full and ongoing compliance with these Terms. We may suspend or revoke your licence immediately, without prior notice, and in our sole discretion if you breach these Terms, including but not limited to: non-payment of any fees when due, prohibited use (Section 3), or any conduct that we determine, in our sole opinion, poses a risk to our systems, reputation, other clients, or business interests. Revocation of your licence means your right to access the Services ends. You are not entitled to any compensation, refund, or credit for the period of suspension or after revocation.
3. Acceptable Use and Prohibited Conduct
You must not, and must not permit any third party to:
- Use the Services for any unlawful purpose or in violation of any applicable law or regulation;
- Use the Services to make unsolicited, spam, or scam calls, or to harass, intimidate, or defraud any person;
- Impersonate any person, business, government body, or organisation without lawful authority;
- Use the Services for any business or activity involving illegal goods, gambling, adult content, or any industry we have not expressly approved in writing;
- Reverse engineer, decompile, disassemble, copy, modify, or create derivative works based on our Services, AI models, voice packages, or software;
- Resell, sublicense, rent, lease, share, or otherwise make the Services available to any third party outside your own business (including affiliates, related entities, or franchisees, unless each has purchased its own licence);
- Disclose, share, demonstrate, or provide access to the Services, AI voice agents, call flows, configurations, scripts, voice packages, or any confidential or proprietary aspect of the Services to any competitor, third-party AI provider, or any other person or entity for any purpose , including for comparison, benchmarking, or evaluation of competing products;
- Use the Services to build or train a competing product or service, or to benchmark our Services against a competitor;
- Reproduce, copy, screenshot, record, or document the functionality, interface, workflows, call flows, scripts, configurations, or behaviour of the Services for the purpose of replicating, imitating, or creating a similar service;
- Interfere with or disrupt the integrity, performance, or security of the Services;
- Exceed reasonable or fair use call volumes for your plan tier, as determined by us in our reasonable discretion.
If we determine that you have shared your licence with another business, entity, or location without purchasing separate licences: (a) your access will be immediately terminated without notice or the 30-day period in Section 9; (b) no refund, credit, or compensation of any kind will be provided; (c) all outstanding fees and any remaining fees for the current billing period become immediately due and payable; and (d) we reserve the right to invoice you for the applicable licence fees for each unauthorised business or location using the Services, calculated from the date unauthorised use commenced. We reserve the right to monitor usage for compliance and to immediately suspend or terminate your access , without notice or the 30-day period in Section 9 , if we reasonably believe you have engaged in any prohibited conduct. You remain liable for all fees owing to the date of suspension or termination.
Non-circumvention: during your subscription and for a period of 24 months after its termination, you must not directly or indirectly solicit, engage, contract with, or employ any of our subprocessors, suppliers, contractors, AI model providers, voice synthesis providers, telephony carriers, SMS gateway providers, or any other third-party service provider we use to deliver the Services, where such engagement relates to services that are the same as or similar to the Services. You acknowledge that our subprocessor and supplier relationships are proprietary and confidential business information. Any attempt to circumvent us and engage our providers directly constitutes a material breach of these Terms, entitling us to: (a) immediately terminate your licence without notice; (b) seek injunctive relief; and (c) claim damages, including recovery of all profits or cost savings you obtained through the circumvention.
4. Your Responsibilities
Account security: you are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorised access or breach of security. We are not liable for any loss or damage arising from your failure to secure your account.
Accurate information: you agree to provide accurate, current, and complete information when creating an account, submitting a demo request, or communicating with us.
Compliance with laws: you are solely responsible for ensuring your use of the Services complies with all applicable laws, including privacy laws, telecommunications regulations, and consumer protection laws in your jurisdiction.
Business number ownership: you warrant that you own, or have the lawful right to use, any phone number you connect to our Services. You must not forward or connect a number you do not control.
5. Call Recording and Consent
Our Services involve recording and transcribing telephone calls. Australian law governing call recording varies by state and territory. Some jurisdictions require all-party consent; others require one-party consent. You acknowledge that:
- You are solely responsible for determining what call recording laws apply to your business and your callers;
- You are solely responsible for obtaining any required consent from callers before or at the commencement of a recorded call;
- You are solely responsible for any disclosure to callers that they are interacting with an AI-powered service;
- We provide the tool; you bear the legal responsibility for how it is used.
You agree to indemnify us against any claim, loss, damage, liability, fine, penalty, or cost (including legal fees on a full indemnity basis) arising from your failure to comply with this Section 5.
6. Payment, Fees, and Billing
Fees: fees are set out on our website at the time of subscription. All fees are in Australian dollars and are exclusive of GST unless otherwise stated. GST will be added where applicable.
Billing cycles: monthly, quarterly, and annual plans are available. Quarterly and annual plans are billed in full upfront at the start of each billing period. By selecting a quarterly or annual plan, you commit to the full billing period as set out in these Terms.
Auto-renewal: unless cancelled in accordance with Section 9, your subscription will automatically renew at the end of each billing period at the then-current rate. You authorise us to charge your payment method on each renewal date.
Price changes: we may change our fees at any time. We will provide at least 30 days notice before any price increase takes effect on your next renewal. If you do not agree to the new fees, your sole remedy is to cancel under Section 9 before the renewal date.
Late payment: if payment is not received by the due date, we may suspend your access to the Services immediately and without notice. Subscription fees continue to accrue during any period of suspension. Reactivation of a suspended account may be subject to a reactivation fee at our discretion. We may charge interest on overdue amounts at the rate prescribed under the applicable Australian state legislation for court debts, calculated daily from the due date until payment is received in full. You are liable for all costs we incur in recovering overdue amounts, including debt collection agency fees and legal costs on a full indemnity basis. If your account remains unpaid for more than 30 days after the due date, we may permanently terminate your account under Section 9 without further notice, and all outstanding amounts for the remainder of your billing period become immediately due and payable.
Chargebacks: if you initiate a chargeback or payment dispute with your bank or payment provider, we may immediately suspend your account. You remain liable for all fees owing plus any chargeback fees we incur. A chargeback does not constitute a valid cancellation under Section 9.
Non-refundable establishment fee: a one-time establishment fee may apply to new subscriptions. This fee covers provisioning, configuration, and onboarding. It is non-refundable under all circumstances as it relates to services performed.
Promotional offers , free month: from time to time, we may offer a "free month" or similar promotional credit ("Promotion"). Promotions are only available on quarterly and annual plans. Monthly plans are not eligible. For quarterly plans, a minimum of 1 additional renewal (total commitment of 6 months) is required to be eligible. The free month is applied as a credit to the first renewal after the minimum commitment period has been satisfied. For annual plans, the free month is applied as a credit at the time of the first renewal (after 12 months). Promotions are subject to change or withdrawal at any time without notice, in our sole discretion. A Promotion has no cash value, is non-transferable, and cannot be redeemed for any form of refund or credit other than as expressly stated. If you cancel before the minimum commitment period is met, the Promotion is forfeited in full.
7. Refund Policy
7-day change-of-mind period: if you cancel your subscription within 7 calendar days of your initial payment, you may request a refund of your subscription fees. The establishment fee is non-refundable. This 7-day period applies to your first subscription only and does not apply to renewals.
After 7 days: subscription fees are non-refundable. If you cancel a monthly plan, you will retain access until the end of the current billing period. No refund is provided for any unused portion of that period.
Quarterly and annual plans: if you cancel a quarterly or annual plan after the 7-day period, you will retain access until the end of the current billing period. No refund, pro-rata or otherwise, is provided for the unused portion of the prepaid term. You will not be charged on renewal.
Australian Consumer Law: nothing in this Section 7 limits any right you may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), including any right to a remedy for a major failure of the Services. If the ACL applies and there has been a major failure, you may be entitled to a refund or other remedy as determined in accordance with the ACL.
Our discretion: we may, in our sole and absolute discretion, offer a partial refund, credit, or other remedy in circumstances not covered above. Any such offer is made as a gesture of goodwill, does not set a precedent, and does not oblige us to do so again.
8. AI Limitations and Disclaimers
You acknowledge and agree that:
- Our AI voice agents use artificial intelligence and machine learning technology. It may make errors, misunderstand callers, produce inaccurate transcriptions, capture incomplete information, or fail to respond appropriately in certain situations;
- The AI is a tool to assist your business, not a replacement for human judgment. You remain responsible for reviewing all lead summaries and exercising your own judgment and care in all business decisions and client communications;
- We do not guarantee that the AI will correctly identify all callers, capture all relevant information, or always route calls appropriately;
- We do not guarantee any particular business outcome, including but not limited to: increased leads, higher conversion rates, increased revenue, or reduced staff costs. Any marketing statements, case studies, or testimonials are illustrative only and do not constitute a guarantee;
- Call handling is not guaranteed: while our AI voice agents are designed to answer calls, we do not guarantee that: (a) every call will be answered; (b) calls will be answered within any specific timeframe; (c) the AI will correctly understand, transcribe, or capture all information from every caller; (d) every lead will be qualified or passed on; (e) callers will not hang up, experience connection issues, or encounter errors. The AI may miss calls, drop calls, mishear information, or fail to respond appropriately due to technical limitations, network conditions, caller behaviour, or other factors beyond our control. You acknowledge these limitations and agree that you are subscribing to a tool that assists your business, not a service that guarantees call coverage.
- The AI is designed to identify itself as an automated service. If you instruct us not to do so, you assume all associated risk and liability.
9. Cancellation and Termination
By you: you may cancel your subscription at any time by providing 30 days written notice. Cancellation takes effect at the end of the current billing period or, if you provide notice mid-cycle, at the end of the following billing period. For monthly plans, you will be charged for the full month in which the 30-day notice period ends.
By us , without cause: we may terminate your subscription at any time by providing 30 days written notice. We will refund any prepaid fees for the period after the effective date of termination on a pro-rata basis.
By us , with cause: we may, in our sole discretion, suspend or terminate your access immediately and without notice or liability, if: (a) you breach any provision of these Terms; (b) you fail to pay any fees when due; (c) you engage in prohibited conduct under Section 3; (d) you become insolvent, enter into administration, or a receiver or liquidator is appointed; or (e) we determine, in our sole opinion, that your continued use poses a risk to our systems, other clients, reputation, or business interests. Upon termination under this clause: (i) all outstanding fees and any remaining fees for the current billing period become immediately due and payable; (ii) no refund, credit, or compensation of any kind applies; and (iii) you must immediately cease all use of the Services.
Effect of termination: upon termination for any reason: (a) your licence to use the Services ends immediately; (b) all fees owing and any accelerated amounts under this Section 9 become immediately due and payable; (c) we are not liable to you for any compensation, reimbursement, or damages arising from the termination; (d) your data will be retained for up to 120 days during which you may request an export at our convenience, after which it will be permanently deleted without further notice; and (e) Sections 3, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 17, and any other provisions that by their nature should survive, will survive termination and remain enforceable.
10. Third-Party Services and Subprocessors
Our Services depend on third-party providers, including cloud hosting, AI model and voice synthesis providers, telephony carriers, SMS gateways, and payment processors. We are not responsible for any failure, outage, or degradation of service caused by these third parties. You acknowledge that: (a) we may change our subprocessors at any time without notice; (b) data may be processed on servers outside Australia as described in our Privacy Policy; and (c) you consent to our use of subprocessors as described.
11. Intellectual Property
Our IP: we own all intellectual property rights in and to the Services, including but not limited to: software, AI models, voice packages, algorithms, branding, trade marks, designs, documentation, and any improvements, modifications, or derivative works. Nothing in these Terms transfers any ownership interest to you.
Your data: you retain ownership of the data you provide and the call recordings, transcripts, and lead summaries generated through your use of the Services ("Client Data"). You grant us a worldwide, royalty-free licence to use, reproduce, and process Client Data for the purpose of providing and improving the Services, including using de-identified and aggregated Client Data for AI model training and service enhancement.
Feedback: any suggestions, feature requests, feedback, or ideas you provide about the Services may be used by us without restriction, compensation, or obligation to you.
12. Confidentiality
Each party agrees to keep confidential any non-public information received from the other party that is marked or reasonably understood to be confidential. This includes, for Mercurial Desk: our pricing, technical infrastructure, AI models, and business processes. For the Client: Client Data as defined in Section 11. This obligation does not apply to information that: (a) is or becomes publicly available without breach; (b) was lawfully known before disclosure; (c) is independently developed; or (d) must be disclosed by law. This obligation survives termination for a period of 3 years, or indefinitely for trade secrets.
13. Indemnity
You agree to indemnify, defend, and hold harmless MERCURIAL CONNECT, its officers, directors, employees, agents, and contractors from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including legal fees on a full indemnity basis) arising out of or in connection with:
- Your breach of these Terms;
- Your use or misuse of the Services;
- Your failure to obtain required consents for call recording as described in Section 5;
- Your violation of any law, regulation, or third-party right;
- Any claim by a third party (including your callers or customers) arising from or relating to your use of the Services;
- Any misrepresentation you make about the Services to your own clients or callers.
14. Limitation of Liability
To the maximum extent permitted by law:
- The Services are provided on an "as is" and "as available" basis without warranty of any kind, express or implied. We expressly disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
- We do not warrant that the Services will be uninterrupted, error-free, secure, or free from viruses or harmful code.
- We shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to: loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data, business interruption, loss of anticipated savings, or loss of opportunity, whether arising in contract, tort (including negligence), statute, or otherwise, even if we were advised of the possibility of such damages.
- Our total aggregate liability to you for any and all claims arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total fees paid by you to us in the 6 months immediately preceding the event giving rise to the claim.
- These limitations apply regardless of the form of action and even if a remedy fails of its essential purpose.
Nothing in these Terms excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot lawfully be excluded or limited under the Australian Consumer Law or other applicable legislation.
15. Service Availability and Modifications
We strive for high availability but do not guarantee uninterrupted or error-free operation. We may: (a) suspend the Services for scheduled or emergency maintenance with reasonable notice where practicable; (b) modify, enhance, or discontinue features or functionality at any time without liability; (c) impose usage limits or fair use caps at our discretion if your usage materially exceeds what is typical for your plan tier. If we make a material change that substantially reduces the core functionality, we will notify you and you may cancel under Section 9.
16. Dispute Resolution and Governing Law
Governing law: these Terms are governed by the laws of Victoria, Australia. You submit to the exclusive jurisdiction of the courts of Victoria and any courts competent to hear appeals from those courts.
Binding arbitration , you waive your right to sue: to the fullest extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your use of the Services , whether based in contract, tort, statute, or otherwise , shall be resolved exclusively through binding arbitration, and NOT through litigation in court. You expressly waive your right to bring or participate in any lawsuit, court action, or judicial proceeding against us. The arbitration shall be conducted in Melbourne, Victoria, before a single arbitrator mutually agreed upon by the parties or, failing agreement, appointed by the President of the Law Institute of Victoria. The arbitration shall be conducted in English. The arbitrator's decision shall be final, binding, and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and legal fees in the arbitration, and the parties shall share equally the arbitrator's fees and administrative costs. This arbitration clause does not prevent us from seeking urgent injunctive or equitable relief from a court to protect our intellectual property, confidential information, or business interests. If you commence any court proceedings in breach of this arbitration clause, you agree to indemnify us for all our legal costs (on a full indemnity basis) in having those proceedings dismissed or stayed, and you agree that we may immediately terminate your account and licence without notice, refund, or compensation.
Limitation period: any claim, action, or proceeding arising out of or relating to these Terms or the Services must be commenced within 12 months of the date on which the cause of action arose. You waive any right to bring a claim after this period to the fullest extent permitted by law.
Mandatory mediation: before commencing any court proceedings (except for urgent interlocutory relief), the parties must attempt to resolve the dispute through mediation. The mediation shall be conducted in Melbourne, Victoria, by a mediator agreed upon by the parties or, failing agreement, appointed by the President of the Law Institute of Victoria. Each party shall bear its own costs of mediation and share equally the mediator's fees. Either party may terminate the mediation at any time after the first mediation session. This clause does not prevent us from seeking urgent injunctive or equitable relief from a court.
No class actions: to the fullest extent permitted by law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
17. General Provisions
Entire agreement: these Terms, together with our Privacy Policy and any service order or agreement referencing these Terms, constitute the entire agreement between you and us regarding the Services. They supersede all prior understandings, representations, negotiations, and agreements, whether written or oral. You acknowledge that you have not relied on any representation, warranty, or undertaking not expressly set out in these Terms.
No partnership or agency: nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between you and us. You have no authority to bind us in any way.
Non-solicitation: during your subscription and for 12 months after its termination, you must not solicit, induce, or attempt to hire any of our employees or contractors who were materially involved in providing the Services to you.
Assignment: you may not assign, transfer, or novate your rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms without your consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.
Waiver: our failure or delay in exercising any right or remedy does not constitute a waiver. A waiver is only effective if in writing and signed by us. A waiver of a breach does not waive any subsequent breach.
Severability: if any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed and the remaining provisions shall continue in full force and effect. Where possible, the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
Force majeure: we are not liable for any failure or delay in performing our obligations where such failure or delay results from any cause beyond our reasonable control, including but not limited to: natural disasters, pandemics, acts of government, war, terrorism, civil unrest, internet or telecommunications outages, cyberattacks, or failure of third-party services or infrastructure.
Notices: any notice under these Terms must be in writing. Notices to you may be sent to the email address associated with your account and are deemed received 24 hours after sending. Notices to us must be sent to support@mercurialdesk.com.au and are deemed received upon acknowledgement of receipt.
No reliance on future features: you agree that you are subscribing based on the functionality of the Services as they exist at the time of your subscription, not on any roadmap, future feature announcement, or development timeline we may share. We may change our roadmap at any time without liability.
Survival: any provision of these Terms that by its nature is intended to survive termination shall continue in full force and effect, including Sections 3, 5, 6, 7, 8, 10, 11, 12, 13, 14, 16, and 17.
18. Contact
For questions or notices regarding these Terms, contact us at:
support@mercurialdesk.com.au
Billing enquiries: billing@mercurialdesk.com.au
MERCURIAL CONNECT (ABN 60 937 478 235)
