NextGen365 Marketing - Terms Of Service

Effective Date: November 15, 2025

1. Introduction

Welcome to NextGen365 Marketing ("we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our AI-powered marketing services, including AI voice agents, AI chatbots, marketing automation, and related digital marketing services.

By engaging our services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

Business Details:

Business Name: NextGen365 Marketing

Business Type: Sole Proprietorship

Location: Queensland, Australia

Website: nextgen365marketing.com

Contact Email: [email protected]

2. Definitions

"Services" means all AI voice agents, AI chatbots, marketing automation tools, consulting, implementation, training, support, and related digital marketing services provided by NextGen365 Marketing.

"AI Systems" refers to artificial intelligence tools, software, voice agents, chatbots, and automation systems developed, configured, or deployed by us for your business.

"Client Data" means all information, content, materials, and data you provide to us for the purpose of delivering Services, including but not limited to customer data, training data, business information, and proprietary content.

"Deliverables" means the completed AI systems, configurations, reports, documentation, and other work products we provide to you as part of the Services.

"Third-Party Platforms" means external software, services, or platforms we integrate with, including but not limited to GoHighLevel, CRM systems, communication platforms, and other marketing tools.

"Agreement" means these Terms of Service along with any executed service agreements, proposals, or order forms.

"Subscription Period" means the recurring monthly or annual period for which you have subscribed to our Services.

3. Services Provided

3.1 Scope of Services

We provide the following services to local businesses:

Design, development, and deployment of AI voice agents

Design, development, and deployment of AI chatbots

Marketing automation setup and management

Integration with Third-Party Platforms

Training and optimization of AI Systems

Ongoing support and maintenance

Consulting and strategy services related to AI marketing solutions

3.2 AI-Specific Limitations

You acknowledge and agree that:

a) AI Accuracy: AI Systems are not perfect and may occasionally produce incorrect, inappropriate, or unexpected responses. We do not guarantee 100% accuracy of AI-generated content or responses.

b) Learning Period: AI Systems require a learning and optimization period. Performance may improve over time as the systems are trained with more data and feedback.

c) Context Limitations: AI Systems operate based on the training data and instructions provided. They may not understand complex context, sarcasm, or highly nuanced situations.

d) Human Oversight: We recommend implementing human oversight and review processes for AI interactions, particularly for sensitive customer communications or high-value transactions.

e) Compliance Responsibility: While we strive to configure AI Systems to comply with applicable laws, you remain responsible for ensuring your use of AI Systems complies with all laws and regulations applicable to your business and industry.

f) Continuous Monitoring: AI technology evolves rapidly. We may update AI Systems periodically, which may temporarily affect performance. We will notify you of significant changes.

4. Payment Terms

4.1 Fees and Charges

Our Services are provided on a fee-for-service basis, which may include:

a) Setup Fees: One-time charges for initial development, configuration, and deployment of AI Systems. Setup fees are due upon execution of the service agreement or acceptance of our proposal.

b) Monthly Recurring Fees: Ongoing subscription charges for maintenance, hosting, support, and continued access to AI Systems. Monthly fees are billed in advance on the first day of each Subscription Period.

c) Usage-Based Fees: Additional charges based on usage metrics such as number of conversations, API calls, or message volume, as specified in your service agreement.

d) Custom Development: Additional fees for custom features, integrations, or modifications beyond the scope of your original agreement.

4.2 Payment Method

Payment must be made by credit card, debit card, bank transfer, or other approved payment methods. By providing payment information, you authorize us to charge your payment method for all fees incurred.

4.3 Billing Cycle

Recurring fees are billed monthly in advance. Your billing date is the date you first subscribed to Services or as otherwise specified in your service agreement.

4.4 Late Payment

Invoices are due within seven (7) days of the invoice date unless otherwise specified. Late payments may incur:

A late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on overdue balances

Suspension of Services until payment is received

Termination of Services if payment is more than thirty (30) days overdue

4.5 Price Changes

We reserve the right to modify our pricing with thirty (30) days' written notice. Price changes will apply to the next Subscription Period and will not affect fees already paid for the current period.

4.6 Taxes

All fees are exclusive of applicable taxes, duties, or government charges (including GST). You are responsible for paying all applicable taxes associated with the Services.

5. Client Responsibilities

5.1 Training Data and Information

You agree to:

a) Provide accurate, complete, and timely information necessary for us to deliver Services, including business information, branding materials, product/service details, and customer service protocols.

b) Provide adequate training data for AI Systems, including sample conversations, FAQs, scripts, knowledge base articles, and examples of desired responses.

c) Review and approve AI System responses during the setup and training phase.

d) Promptly provide feedback on AI System performance to facilitate ongoing optimization.

e) Ensure all training data and information you provide does not infringe on third-party rights or violate any laws.

5.2 Accuracy of Information

You represent and warrant that all Client Data provided to us is accurate, current, and lawful. You are solely responsible for the content and accuracy of Client Data.

5.3 Access and Cooperation

You agree to:

Provide timely access to Third-Party Platforms, accounts, and systems necessary for service delivery

Respond to our inquiries and requests within a reasonable timeframe

Designate authorized representatives to communicate with us regarding Services

Participate in scheduled training sessions and strategy meetings

5.4 Compliance

You are responsible for:

Ensuring your use of Services complies with all applicable laws and regulations

Obtaining necessary consents from customers for AI-assisted communications

Complying with data protection laws, telemarketing regulations, and industry-specific requirements

Monitoring AI System interactions with your customers

5.5 Security

You must:

Keep all login credentials and access information confidential

Implement reasonable security measures to protect your account

Notify us immediately of any unauthorized access or security breach

Not share access to AI Systems with unauthorized third parties

6. Intellectual Property Rights

6.1 Our Intellectual Property

We retain all rights, title, and interest in and to:

Our proprietary methodologies, processes, and know-how

Pre-existing software, tools, templates, and frameworks

Our brand names, trademarks, logos, and marketing materials

Any intellectual property developed by us prior to or independently of this Agreement

6.2 AI Systems and Deliverables

a) Custom Configurations: You receive a limited, non-exclusive, non-transferable license to use AI Systems we configure specifically for your business during the term of this Agreement.

b) Ownership: We retain ownership of the underlying software, algorithms, and frameworks. You own the specific training data you provide and the resulting configured AI System tailored to your business.

c) Restrictions: You may not:

Reverse engineer, decompile, or attempt to extract source code from AI Systems

Resell, sublicense, or redistribute AI Systems to third parties

Use AI Systems to develop competing services

Remove or modify any proprietary notices or labels

6.3 Client Intellectual Property

You retain all rights to your trademarks, brand names, logos, and proprietary business information. You grant us a limited license to use your intellectual property solely for the purpose of delivering Services.

6.4 Feedback

If you provide suggestions, feedback, or ideas about our Services, we may use such feedback without obligation or compensation to you.

7. Data Privacy and Security

7.1 Data Protection

We are committed to protecting your data and your customers' data in accordance with applicable privacy laws, including the Australian Privacy Act 1988 and Privacy Principles.

7.2 Data Collection and Use

We collect and process Client Data solely for the purpose of:

Delivering and improving Services

Training and optimizing AI Systems

Providing customer support

Complying with legal obligations

7.3 Data Security

We implement reasonable technical and organizational measures to protect Client Data from unauthorized access, loss, or misuse, including:

Encryption of data in transit and at rest

Access controls and authentication

Regular security assessments

Secure backup procedures

7.4 Data Retention

We retain Client Data for as long as necessary to provide Services and comply with legal obligations. Upon termination, we will delete or return Client Data as requested, subject to legal retention requirements.

7.5 Third-Party Processing

We may use third-party service providers to help deliver Services. These providers are contractually obligated to protect data and use it only for authorized purposes.

7.6 Data Breach Notification

In the event of a data breach affecting Client Data, we will notify you promptly and take reasonable steps to mitigate harm.

7.7 Your Responsibilities

You are responsible for:

Obtaining necessary consents from your customers for data processing

Ensuring your use of Services complies with privacy laws

Maintaining your own privacy policy

Handling data subject requests (access, deletion, etc.)

8. Third-Party Integrations

8.1 Third-Party Platforms

Our Services may integrate with Third-Party Platforms such as GoHighLevel, CRM systems, email platforms, social media platforms, and communication tools.

8.2 Third-Party Terms

Your use of Third-Party Platforms is subject to their respective terms of service and privacy policies. We are not responsible for the functionality, availability, or policies of Third-Party Platforms.

8.3 Integration Limitations

We will use commercially reasonable efforts to maintain integrations, but:

We do not control Third-Party Platforms and cannot guarantee uninterrupted integration

Third-party changes may affect integration functionality

Additional fees may apply for certain third-party services

We are not liable for issues caused by Third-Party Platform failures

8.4 Access Requirements

You must provide and maintain necessary access credentials and permissions for Third-Party Platforms. You are responsible for any fees charged by third-party providers.

9. Service Level Agreement and Uptime

9.1 Uptime Commitment

We strive to maintain AI Systems with 99% uptime, calculated monthly, excluding scheduled maintenance and circumstances beyond our control.

9.2 Scheduled Maintenance

We may perform scheduled maintenance with at least 24 hours' notice when possible. We will attempt to schedule maintenance during off-peak hours.

9.3 Unscheduled Downtime

Unscheduled downtime may occur due to:

Third-Party Platform outages

Internet or network failures

Force majeure events

Security incidents requiring immediate response

Emergency maintenance

9.4 Support Response Times

a) Critical Issues (Services completely unavailable): We will respond within 4 business hours.

b) High Priority Issues (Significant functionality impaired): We will respond within 8 business hours.

c) Medium Priority Issues (Minor functionality affected): We will respond within 24 business hours.

d) Low Priority Issues (General questions, feature requests): We will respond within 48 business hours.

Business hours are 9:00 AM to 5:00 PM AEST, Monday through Friday, excluding public holidays.

9.5 Exclusions

Uptime commitments do not apply to:

Issues caused by your actions or negligence

Problems with your internet connection or equipment

Third-Party Platform failures

Force majeure events

9.6 Remedies

If we fail to meet the 99% uptime commitment in any month (excluding permitted exceptions), you may request a service credit equal to 10% of that month's recurring fees. Service credits are your sole remedy for uptime failures.

10. Limitation of Liability

10.1 Disclaimer of Warranties

SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that:

Services will be uninterrupted, error-free, or secure

AI Systems will always produce accurate or appropriate responses

Services will meet your specific requirements

Defects will be corrected

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NEXTGEN365 MARKETING BE LIABLE FOR:

a) Indirect, Incidental, Special, Consequential, or Punitive Damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunities, whether arising from contract, tort, negligence, or otherwise.

b) Any Damages Exceeding the total fees you paid to us in the twelve (12) months preceding the event giving rise to liability.

10.3 AI-Specific Limitations

We are specifically not liable for:

Inaccurate, inappropriate, or offensive responses generated by AI Systems

Customer dissatisfaction with AI interactions

Business losses resulting from AI System errors or misunderstandings

Regulatory penalties or fines related to your use of AI Systems

Damages arising from your failure to implement human oversight

10.4 Exceptions

The limitations in this section do not apply to:

Our willful misconduct or gross negligence

Death or personal injury caused by our negligence

Fraud or fraudulent misrepresentation

Any liability that cannot be excluded or limited under Australian law

10.5 Acknowledgment

You acknowledge that the fees charged reflect this allocation of risk and that we would not provide Services without these limitations.

11. Indemnification

11.1 Your Indemnification

You agree to indemnify, defend, and hold harmless NextGen365 Marketing, its owner, employees, contractors, and agents from any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

a) Your use or misuse of Services

b) Your violation of these Terms or any applicable laws

c) Client Data you provide, including any claim that such data infringes third-party rights

d) Your interactions with customers using AI Systems

e) Your failure to obtain necessary consents or comply with communication regulations

f) Any content or materials you create or distribute using our Services

g) Claims by your customers regarding AI interactions

11.2 Indemnification Process

If we seek indemnification:

We will promptly notify you of the claim

You will have the right to control the defense, subject to our approval of counsel

We may participate in the defense at our own expense

You will not settle any claim without our prior written consent

12. Refund Policy

12.1 Setup Fees

Setup fees are non-refundable once work has commenced. This includes initial consultation, system design, development, configuration, and deployment activities.

12.2 Monthly Recurring Fees

a) Cancellation: You may cancel Services at any time by providing written notice. Cancellation will be effective at the end of the current billing period.

b) No Partial Refunds: Monthly recurring fees are non-refundable. If you cancel mid-month, you retain access to Services until the end of the paid period, but no refund will be issued for unused time.

c) Annual Subscriptions: If you prepay for annual Services, you may cancel with 30 days' notice, but refunds will only be provided for unused full months, minus a 20% administrative fee.

12.3 Money-Back Guarantee

We offer a 14-day money-back guarantee on setup fees only, subject to the following conditions:

You must request a refund within 14 days of the initial setup fee payment

You must demonstrate that Services were not delivered as agreed

The request must be made in writing to [email protected]

This guarantee does not apply to monthly recurring fees or if you have breached these Terms

12.4 Disputed Charges

If you dispute a charge, contact us at [email protected] within 30 days. We will investigate and respond within 10 business days.

12.5 Chargebacks

If you initiate a chargeback, we will immediately suspend Services and may pursue collection of outstanding amounts, including chargeback fees.

13. Compliance with Communication Regulations

13.1 Telephone Consumer Protection

You acknowledge that AI voice agents may be subject to telecommunications regulations, including:

The Spam Act 2003 (Australia)

Do Not Call Register Act 2006 (Australia)

Australian Communications and Media Authority (ACMA) regulations

Industry codes and standards

13.2 Your Compliance Obligations

You are responsible for ensuring that your use of AI voice agents and chatbots complies with all applicable laws, including:

a) Obtaining express consent before making automated calls or sending messages

b) Honoring opt-out requests immediately

c) Maintaining do-not-contact lists

d) Clearly identifying your business in AI communications

e) Providing accurate caller ID information

f) Complying with time-of-day restrictions for calling

g) Maintaining records of consent and communications as required by law

13.3 SMS and Messaging Compliance

If using AI chatbots for SMS or messaging, you must:

Obtain prior express written consent

Include opt-out instructions in messages

Honor opt-out requests immediately

Comply with message frequency and content requirements

13.4 Our Role

We provide technology tools. You are solely responsible for how you use these tools and for ensuring compliance with all applicable regulations. We are not liable for your non-compliance.

13.5 Right to Suspend

We reserve the right to suspend Services immediately if we reasonably believe you are using Services in violation of applicable laws or regulations.

14. Term and Termination

14.1 Term

This Agreement begins on the date you first access or use Services and continues until terminated in accordance with this section.

14.2 Termination by You

You may terminate this Agreement by:

Providing 30 days' written notice to [email protected]

Canceling your subscription through your account portal

Termination will be effective at the end of the current billing period

14.3 Termination by Us

We may terminate this Agreement:

a) For Cause: Immediately upon written notice if you:

Breach any material term of this Agreement and fail to cure within 10 days of notice

Fail to pay fees when due for more than 30 days

Engage in fraudulent or illegal activity

Misuse Services in a way that harms us or third parties

b) For Convenience: With 30 days' written notice for any reason

14.4 Effect of Termination

Upon termination:

a) Your right to access and use Services immediately ceases

b) You must immediately pay all outstanding fees and charges

c) You must cease all use of AI Systems and Deliverables

d) We will deactivate your account and AI Systems

e) We may delete or return Client Data at your request, subject to section 14.5

f) Sections of these Terms that by their nature should survive will continue, including intellectual property, limitations of liability, indemnification, and dispute resolution provisions

14.5 Data Retrieval

Upon termination, you have 30 days to request export of Client Data. After 30 days, we may permanently delete Client Data. We charge a reasonable fee for data export services.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate negotiations by providing written notice describing the dispute to the other party.

15.2 Arbitration Agreement

If the parties cannot resolve a dispute through negotiation within 30 days, the dispute shall be resolved through binding arbitration, except as provided in section 15.5.

a) Arbitration Rules: Arbitration shall be conducted in accordance with the Resolution Institute Arbitration Rules or such other rules as the parties may agree.

b) Arbitrator: The parties will jointly select an arbitrator. If the parties cannot agree within 14 days, the Resolution Institute shall appoint an arbitrator.

c) Location: Arbitration shall take place in Brisbane, Queensland, Australia, or via videoconference.

d) Governing Law: The arbitration shall be governed by the laws of Queensland, Australia.

e) Costs: Each party shall bear its own legal fees and costs. The parties shall split arbitration fees equally unless the arbitrator determines otherwise.

f) Confidentiality: The arbitration proceedings and award shall be confidential.

g) Award: The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

15.3 Class Action Waiver

You agree that disputes must be brought on an individual basis only, and not as a plaintiff or class member in any class or representative action or proceeding. Neither party may join or consolidate claims involving other parties.

15.4 Time Limitation

Any claim or dispute must be initiated within one (1) year of the event giving rise to the claim. Claims not brought within this period are permanently barred.

15.5 Exceptions to Arbitration

Either party may seek equitable relief in court for:

Intellectual property infringement

Unauthorized access to systems or data

Breaches of confidentiality

Collection of unpaid fees

15.6 Small Claims

Either party may bring an action in small claims court if the claim qualifies.

16. General Provisions

16.1 Governing Law

These Terms are governed by the laws of Queensland, Australia, without regard to conflict of law principles. Any litigation not subject to arbitration shall be brought exclusively in the courts of Queensland.

16.2 Entire Agreement

These Terms, together with any executed service agreements or order forms, constitute the entire agreement between you and NextGen365 Marketing regarding Services and supersede all prior agreements, understandings, and representations.

16.3 Amendments

We may modify these Terms at any time by posting updated Terms on our website or sending notice to your email address. Material changes will be effective 30 days after notice. Your continued use of Services constitutes acceptance of modified Terms. If you do not agree to changes, you may terminate this Agreement.

16.4 Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of that term or any other term. Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

16.5 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.6 Assignment

You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign this Agreement to any successor or affiliate without your consent. Any attempted assignment in violation of this section is void.

16.7 Force Majeure

Neither party shall be liable for failure to perform obligations due to events beyond reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or internet/telecommunications failures.

16.8 Notices

All notices must be in writing and sent to:

To NextGen365 Marketing:
Email: [email protected]
Website: nextgen365marketing.com

To You:
At the email address you provided during registration.

Notices are deemed received when sent by email (if during business hours) or the next business day (if sent outside business hours).

16.9 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

16.10 Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any person other than you and NextGen365 Marketing.

16.11 Headings

Section headings are for convenience only and do not affect interpretation of these Terms.

16.12 Language

These Terms are prepared in English. In the event of any conflict between English and other language versions, the English version shall prevail.

17. Contact Information

For questions, concerns, or notices regarding these Terms or our Services, please contact us:

NextGen365 Marketing
Email: [email protected]
Website: nextgen365marketing.com

18. Acknowledgment and Acceptance

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are accepting on behalf of a business or organization, you represent that you have the authority to bind that entity to these Terms.

Last Updated: November 15, 2025

END OF TERMS OF SERVICE