Terms of Service

The Parties & Agreement

These Terms form a legally binding agreement between:

• Nominal Vault — a sole-trader business operated by Vansh Batra (ABN 62 703 634 359), New South Wales, Australia (referred to as "we", "us", "our" or "Nominal Vault"); and
• The business or individual purchasing services from us (referred to as "you", "your" or the "Client").

These Terms apply alongside any signed proposal, statement of work, plan-tier description on our website at the time of purchase, or written order confirmation (each a "Service Order"). Together, these documents form the complete agreement between us (the "Agreement"). In the event of conflict, a signed Service Order prevails for that specific engagement; otherwise these Terms prevail.

Definitions

The Services We Provide

Nominal Vault provides done-for-you SMS automation infrastructure to Australian service businesses (including but not limited to dental, physiotherapy, chiropractic, veterinary, skin and cosmetic clinics, plumbing, electrical, hair and beauty, gyms, and other local service trades). The Services consist of:

• Missed-call text-back automation (automated SMS reply to inbound missed calls);
• Automated Google review request campaigns (triggered SMS inviting customers to leave a review);
• Customer database reactivation campaigns (a.k.a. "win-back" — automated SMS to lapsed customers);
• Provision of a dedicated Australian (+61) mobile number for outbound automations;
• Configuration of compliant SMS sending hours, sender identification, and opt-out handling;
• Real-time performance dashboard;
• Ongoing maintenance, monitoring and support of the deployed infrastructure.

The exact scope of Services and included message volume is set out in Section 04 and in any signed Service Order.

3.1 Service nature

We are a service-based agency. We do not license proprietary software to you. The Services are delivered on top of a third-party CRM platform (currently GoHighLevel) and other third-party providers (see Privacy Policy). Your access continues only while your Subscription is active.

3.2 Features not currently offered

For transparency: AI-powered conversational chat agents, AI review-response generation, and AI voice receptionists are not currently included in our Services and are not offered for sale. Any reference to these features in older marketing material is superseded by these Terms. If we add such features in future, we will notify Clients in writing and update these Terms.

Plans, Pricing & Inclusions

We currently offer one universal plan, set out below. All amounts are in Australian Dollars (AUD) and are quoted exclusive of GST (10%) unless otherwise stated. Pricing on our website at the time of purchase prevails.

4.1 Overage

SMS sent in excess of the included monthly volume are billed in arrears at AUD $0.09 per segment (ex-GST). Multi-part messages, messages to non-mobile numbers, and international messages may incur additional carrier charges, which we will pass through at cost. We will notify you when usage approaches 80% of your included volume. We do not throttle or block messages without your written instruction.

4.2 Price changes

We may revise pricing for new clients at any time. For existing clients, we will give at least thirty (30) days' written notice of any change to your recurring Subscription Fee. If you do not agree, you may cancel your Subscription before the change takes effect.

Setup, Build & Onboarding

1. You select a Plan and submit an enquiry or apply through our website.
2. We schedule a discovery / operational audit call.
3. We issue a Service Order or proposal confirming scope, timeline, and Setup Fee.
4. You pay the Setup Fee in full. Build work does not commence until the Setup Fee is paid in cleared funds.
5. You complete our onboarding intake (business details, brand voice, integrations, Google login).
6. We complete the Build Period (typically 48–72 hours, longer for complex configurations).
7. You review and approve the configured Services at a final test stage.
8. On Go-Live, your Subscription begins. The first thirty (30) days are free of Subscription Fees ("Free Onboarding Month"); recurring monthly billing of $599 (ex-GST) commences on day 31 from Go-Live.

Payment Terms

6.1 Method of payment

Payments are processed by Stripe. By providing payment details to Stripe, you authorise us to:

• Charge the Setup Fee on issue;
• Charge the recurring Subscription Fee monthly on the same day each month, beginning on day 31 from Go-Live (the first thirty (30) days from Go-Live are the Free Onboarding Month);
• Charge any overage fees, additional services, or out-of-scope work agreed in writing;
• Re-attempt payment automatically in the event of a failed charge.

6.2 GST & tax invoices

All prices are exclusive of GST (10%) unless explicitly stated otherwise. We will issue a tax-compliant invoice (Tax Invoice within the meaning of the A New Tax System (Goods and Services Tax) Act 1999) for every payment.

6.3 Late or failed payments

If a payment is not received by its due date:

• We will notify you by email and SMS;
• We may suspend the Services after seven (7) days of overdue payment;
• We may charge interest on overdue amounts at the rate of 1.5% per month or part thereof;
• We may terminate this Agreement after fourteen (14) days of overdue payment under Section 09.

You remain liable for the Subscription Fee during any suspension caused by your non-payment.

6.4 Disputed amounts

If you genuinely dispute an invoice, you must notify us in writing within ten (10) business days of the invoice date with details of the dispute. Undisputed amounts must still be paid by the due date.

Cancellation, Refunds & Suspension

7.1 Month-to-month, no lock-in

Subscriptions are month-to-month. You may cancel your Subscription at any time, including during the Free Onboarding Month, by giving us at least fourteen (14) days' written notice (email to [email protected] is sufficient). Cancellation takes effect at the end of your current paid month (or, if you cancel during the Free Onboarding Month and the 14-day notice expires before day 31, at the end of the Free Onboarding Month). No partial-month refunds are issued.

7.2 Setup Fee refunds

Setup Fees are non-refundable once we have commenced build work. If you cancel before build work commences and within seven (7) days of payment, we will refund the Setup Fee less any reasonable administrative costs (capped at 20% of the Setup Fee).

7.3 Suspension

We may suspend the Services (in whole or in part) immediately if:

• Payment is overdue;
• You materially breach these Terms (including any breach of the Spam Act compliance obligations in Section 10);
• We reasonably believe the Services are being used unlawfully or to harm third parties;
• A third-party provider essential to the Services suspends or terminates our access for reasons attributable to your conduct.

7.4 Australian Consumer Law

Nothing in this Section 07 limits your rights under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) where it applies to you. Where the ACL provides guarantees that cannot be excluded, our liability for breach of those guarantees is, to the extent permitted, limited as set out in Section 15.

Suburb Exclusivity

To protect the competitive advantage of our clients, we limit our partnerships to a maximum of three (3) businesses per industry per suburb. Suburb exclusivity:

• Is honoured for the duration of your active Subscription only;
• Is allocated on a first-paid, first-served basis at the time the Setup Fee is received;
• Does not create a non-compete, partnership, joint venture, or any obligation on us beyond not onboarding a fourth business in the same industry-suburb combination;
• Lapses immediately upon cancellation or termination of your Subscription. We are then free to onboard a replacement client in your suburb.

Termination

9.1 Termination by you

You may terminate this Agreement under Section 7.1 (Cancellation).

9.2 Termination by us

We may terminate this Agreement, with immediate effect and on written notice, if:

• You fail to pay any undisputed amount within fourteen (14) days of the due date;
• You materially breach these Terms and fail to remedy the breach within seven (7) days of receiving notice;
• You become insolvent, enter external administration, or are otherwise unable to pay your debts as they fall due;
• You engage in conduct that is unlawful, fraudulent, abusive, or that would expose us to legal or regulatory risk (including any deliberate breach of the Spam Act 2003 or Australian Consumer Law);
• A third-party provider essential to the Services permanently withdraws or restricts our access in a way that prevents us from delivering the Services to you.

9.3 Consequences of termination

• All amounts due and outstanding become immediately payable;
• The Services are deactivated and the dedicated +61 number is recycled within thirty (30) days unless you arrange porting at your cost;
• End-Customer data we processed on your behalf is deleted within thirty (30) days, unless retention is required by law;
• We will provide reasonable cooperation in transitioning data to a CSV export, on request, for up to thirty (30) days post-termination at no extra charge. Beyond that, reasonable hourly rates apply.

Client Responsibilities & Spam Act Compliance

The lawful sending of marketing messages depends on a shared compliance framework. You retain ultimate responsibility for the lawful basis on which messages are sent to your customer database.

10.1 Your warranties

You warrant and represent to us that:

• You have the legal right to send commercial electronic messages to every contact you upload, sync, or instruct us to message — whether through express consent, inferred consent under Schedule 2 of the Spam Act 2003, or another lawful basis;
• The contact details you provide are accurate and lawfully obtained;
• You will promptly process and honour every opt-out, withdrawal of consent, or "STOP" reply, and you will not attempt to circumvent suppression lists;
• You will comply with the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), the Australian Consumer Law, and all other applicable Australian laws and ACMA codes;
• You will not instruct us to send messages that are misleading, deceptive, harassing, defamatory, or that promote illegal activity;
• You will provide accurate sender identification information for every message and campaign;
• You will not send messages outside legally permissible hours unless we have agreed and applicable law permits.

10.2 Our compliance configuration

We will configure the Services with the following baseline compliance protections:

• Mandatory opt-out language on every outbound automated marketing message ("Reply STOP");
• Sender identification embedded in message templates;
• Compliant sending windows hard-coded at the workflow level;
• Automatic suppression of any contact that opts out via STOP, unsubscribe link, or formal request.

10.3 Indemnity for misuse

Intellectual Property

11.1 Our IP

Nominal Vault retains all right, title and interest in:

• Our methodologies, frameworks, automation templates, workflow blueprints, prompts, scripts, dashboards, training materials, and the configuration of the third-party CRM as deployed for clients;
• The Nominal Vault name, logo, brand kit, website, and all related materials;
• Any improvements, derivatives, or new IP created by us during delivery of the Services.

Nothing in this Agreement transfers ownership of our IP to you. You receive a non-exclusive, non-transferable, revocable licence to use the Services for your internal business purposes only, for the duration of your Subscription.

11.2 Your data

You retain all right, title and interest in:

• Your business name, logo and brand assets;
• Your customer database, contacts, and conversation history;
• The content of messages you draft or specifically approve;
• Performance data generated through the use of the Services about your business.

You grant us a limited licence to use this data solely to deliver the Services and to produce de-identified, aggregated insights.

11.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, royalty-free, worldwide licence to use them without obligation to you.

Confidentiality

Each party will keep the other's Confidential Information confidential, will not disclose it to any third party without prior written consent (other than to its sub-processors and professional advisers under equivalent confidentiality obligations), and will use it only to the extent necessary to perform its rights and obligations under this Agreement. This obligation survives termination for a period of three (3) years.

Confidentiality does not apply to information that is publicly available through no breach of this Agreement, was already known by the receiving party, is independently developed, or is required to be disclosed by law.

AI & Automated Communication Disclaimer

The Services as currently offered do not include any customer-facing AI conversational agents, AI review-response generation, or AI voice receptionists. Outbound SMS messages sent through the Services use templates that you review and approve before Go-Live.

13.1 Use of AI tools during build and template drafting

During onboarding, build, and ongoing optimisation we may use Large Language Models (LLMs) such as Anthropic Claude or OpenAI GPT to assist us in:

• Drafting SMS message templates for your review;
• Generating workflow logic in our CRM platform;
• Producing internal documentation and operational reports.

Every SMS template that goes live is reviewed and approved by you before the Services are activated. No customer of yours receives an AI-generated message that has not been approved by you in its template form.

13.2 Future AI features

We may, in future, offer optional AI-powered features (such as AI-drafted review responses, AI chat agents, or AI voice handling). Any such feature will be introduced only with separate written notice to you, will be opt-in, and will be subject to a specific addendum to these Terms.

13.3 Probabilistic technology disclaimer

13.4 Your acknowledgements

You acknowledge and agree that:

• You are responsible for reviewing and approving every SMS template before Go-Live, and for any subsequent change you instruct;
• You will notify us immediately if any approved template proves inaccurate, off-brand, or harmful so we can suspend, amend, or republish it;
• Nominal Vault accepts no liability for business loss, reputational damage, customer dissatisfaction, regulatory inquiry, or any other consequence arising from messages sent on your behalf using a template you have approved, except to the extent caused by our gross negligence or wilful misconduct.

Service Availability & Third-Party Dependencies

The Services depend on third-party providers including (but not limited to) GoHighLevel (CRM and SMS infrastructure), Stripe (payments), Google (Workspace), Anthropic and/or OpenAI (used by us internally for template drafting and operational tooling), Cloudflare (website hosting), and Australian telecommunications carriers. We do not control these providers and offer no uptime guarantee.

• We will use commercially reasonable efforts to maintain availability;
• We will not be liable for outages, latency, errors, or failures caused by third-party providers, telecommunications carriers, or force majeure events;
• Scheduled maintenance windows will be communicated in advance where practicable;
• Where a third-party provider materially changes its terms, pricing, or technical capabilities in a way that affects the Services, we may reasonably modify or substitute components of the Services on notice to you.

Limitation of Liability

To the maximum extent permitted by law:

15.1 Excluded losses

Neither party is liable to the other for any:

• Indirect, consequential, special, punitive or exemplary loss;
• Loss of profits, revenue, business opportunity, anticipated savings, or goodwill;
• Loss of data (other than Nominal Vault's obligation to take reasonable steps to maintain backups);
• Damage to reputation;

arising under or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise.

15.2 Liability cap

Nominal Vault's total aggregate liability to you for all claims arising under or in connection with this Agreement is capped at the total fees you have paid to us in the three (3) months immediately preceding the event giving rise to the claim. This cap applies in aggregate, not per claim.

15.3 Australian Consumer Law

Where the Services are supplied to you as a "consumer" under the Australian Consumer Law and the ACL implies guarantees that cannot be excluded, our liability for breach of those non-excludable guarantees is limited (at our option) to:

• The supply of the Services again; or
• The payment of the cost of having the Services supplied again.

15.4 Carve-outs

Nothing in this Section 15 limits liability for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation;
• Any liability that cannot be excluded or limited by Australian law.

Indemnity

You will indemnify, defend and hold harmless Nominal Vault, its operators, contractors and assignees from and against all claims, demands, actions, losses, damages, fines, penalties (including ACMA infringement notices), costs and expenses (including reasonable legal costs on a solicitor-client basis) arising from or in connection with:

• Any breach by you of Section 10 (Spam Act compliance) or Section 11.2 (your data warranties);
• Any content, instruction, or message you require us to send or configure on your behalf;
• Any claim by an End-Customer or third party that messages sent through the Services on your instruction were unlawful, harassing, deceptive, or breached their privacy;
• Any breach by you of these Terms or applicable law.

This indemnity survives termination of this Agreement.

Privacy & Data Protection

Our handling of personal information is governed by our Privacy Policy, which forms part of these Terms by reference. By engaging the Services you consent to the collection, use and disclosure of personal information described in that policy, including overseas disclosure to sub-processors.

Where we process End-Customer personal information on your behalf, we act as a data processor under your authority. You remain the data controller and warrant your lawful basis for that processing.

Force Majeure

Neither party is liable for failure to perform any obligation (other than payment) caused by events beyond its reasonable control, including natural disasters, pandemics, acts of government, regulatory orders, war, terrorism, civil unrest, cyber-attack, internet or telecommunications failure, or third-party provider outages. The affected party must give prompt notice and take reasonable steps to mitigate. If a force majeure event continues for more than thirty (30) days, either party may terminate the Agreement on written notice without penalty.

Variations to These Terms

We may revise these Terms from time to time. The "Effective" date at the top of this page indicates the most recent revision. Material changes will be notified to active Clients by email at least thirty (30) days before they take effect. If you do not agree with the change, you may cancel under Section 7.1 before the effective date. Continued use of the Services after the effective date constitutes acceptance.

Assignment

You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign this Agreement (in whole or in part) to a successor of our business or a related entity on written notice to you.

Notices

Notices under this Agreement must be in writing and sent by email to the email addresses on file. Notices to us must be sent to [email protected]. A notice is taken to have been received on the next business day after it is sent, provided no bounce-back is received.

Severability & Waiver

If any provision of these Terms is held invalid or unenforceable, that provision is severed to the minimum extent necessary, and the remainder of the Terms continues in full force. A failure or delay by either party in exercising a right is not a waiver of that right.

Entire Agreement

These Terms, together with any signed Service Order and our Privacy Policy, constitute the entire agreement between the parties about the Services, and supersede all prior representations, negotiations, understandings or agreements (whether written or oral) on the subject. No party has relied on any pre-contractual statement not expressly set out in this Agreement.

Governing Law & Dispute Resolution

These Terms are governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia, and waives any objection to those courts on the basis of forum non conveniens.

24.1 Dispute escalation

Before commencing court proceedings (other than urgent injunctive relief), the parties must:

1. Notify the other party in writing of the dispute, with reasonable detail;
2. Attempt in good faith to resolve the dispute through direct negotiation between authorised representatives within fourteen (14) days;
3. If unresolved, attempt mediation administered by the Resolution Institute (or another mutually-agreed mediator) for at least one (1) session;
4. Only thereafter commence court proceedings.

Each party bears its own costs of negotiation and mediation, unless the mediator orders otherwise.

Contact

For any questions about these Terms, billing, cancellation, or to give formal notice under this Agreement, please contact us: