These Terms of Service ("Terms") create a legally binding agreement between you (the "Customer", "you", "your") and Evolving Technologies Pty Ltd (ABN 72 654 819 128), trading as Valory ("Valory", "we", "us", "our").
By clicking "I Accept", creating an account, signing up for the Service, or by accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which forms part of these Terms and governs how we collect, use, and protect Customer Data. If you are accepting these Terms on behalf of an organisation or entity, you represent and warrant that you have the authority to bind that entity to these Terms, and all references to "you" in these Terms shall refer to that entity.
If you do not agree to these Terms or our Privacy Policy, you must not use the Service.
In these Terms, unless the context otherwise requires:
Valory provides the Service as described on our website at www.valory.com.au. Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the term of your subscription.
The Service is provided for business use only and is not intended for life-critical, emergency, or safety-critical purposes. You acknowledge that:
We reserve the right to modify, suspend, or discontinue the Service (or any part, feature, or functionality of it) at any time. For changes that materially reduce the overall functionality of the subscribed Service, we will provide reasonable prior notice where practicable (typically at least thirty (30) days). If you do not agree to such material adverse change, you may terminate your subscription by providing written notice before the change takes effect, without incurring any early termination fees beyond fees already accrued to that date.
Valory will implement and maintain reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, modification, disclosure, destruction, or loss, in accordance with our Privacy Policy. These measures include (without limitation) encryption of data in transit and at rest, access controls, secure credential storage, and incident response procedures.
You acknowledge that no method of transmission over the internet or method of electronic storage is completely secure. While we strive to use commercially reasonable means to protect Customer Data, we cannot guarantee absolute security and do not warrant that the Service will be immune from security vulnerabilities, cyberattacks, or data breaches.
To use the Service, you must register for an account. You represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms. You must provide accurate, current, and complete information during the registration process and keep such information up to date.
You are solely responsible for safeguarding your account credentials (including passwords, API keys, and access tokens) and for all activities that occur under your account, whether authorised by you or not. You must implement reasonable security measures to protect your account credentials and must notify us immediately at security@valory.com.au of any unauthorised access to or use of your account or any other breach of security.
You are responsible for:
You acknowledge that we are not responsible for verifying the accuracy, completeness, or lawfulness of Customer Data, nor for ensuring that your configuration of the Service is appropriate for your particular use case, industry, or regulatory requirements.
You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not (and must not permit any third party to):
The Service involves the recording, processing, and analysis of phone calls. You acknowledge and agree that you are solely responsible for ensuring compliance with all applicable laws and regulations regarding call recording, telecommunications interception, and privacy, including without limitation:
You must provide all necessary notifications and obtain all necessary consents from your End-Users (callers) before (or at the commencement of) any call that is recorded or processed by the Service. This typically requires a clear verbal or written notification prior to or at the beginning of the call (for example, "Please be aware this call may be recorded for quality assurance and training purposes").
Valory may provide configurable tooling (such as pre-call announcements, call flow scripts, or notification templates) to assist with consent notifications. However, the provision of such tooling does not relieve you of your obligation to ensure that your specific consent scripts and notification mechanisms comply with all applicable laws in all relevant jurisdictions. You remain solely responsible for the content, accuracy, and legal sufficiency of any consent notices and disclosures.
You agree to indemnify and hold Valory harmless from and against any claims, damages, losses, liabilities, fines, penalties, costs, or expenses (including reasonable legal fees) arising from or in connection with your failure to provide adequate notifications, obtain required consents, or comply with applicable call recording and interception laws.
Valory will provide the Service using reasonable care and skill. However, you acknowledge and agree that:
Subject to Section 8.2 (Australian Consumer Law), and except to the extent that loss is directly caused by Valory's breach of these Terms or Valory's negligence, Valory is not liable for any loss, damage, cost, or expense arising from:
You must not use the Service for any use case where errors, omissions, or delays in AI Output or automated actions could reasonably be expected to result in death, personal injury, significant property damage, or other critical harm. The Service does not provide, and you must not treat AI Output as, clinical, medical, legal, financial, or other professional advice.
The Service may depend upon, integrate with, or interoperate with Customer Systems and Third-Party Services (including, without limitation, telephony providers, SMS providers, internet service providers, practice management systems, booking platforms, calendars, CRMs, LLM and voice providers, and hosting infrastructure).
You acknowledge and agree that:
Subject to Section 8.2 (Australian Consumer Law), and except to the extent directly caused by Valory's breach of these Terms or Valory's negligence, we disclaim all liability arising from or in connection with:
You are responsible for maintaining appropriate and regular backups of all data held in Customer Systems and Third-Party Services. We strongly recommend that you implement comprehensive backup and disaster recovery procedures independent of the Service.
You agree to pay all applicable subscription fees for the Service as set out on our website or as otherwise agreed in writing. Subscription fees are billed in advance on a monthly or annual basis, as selected by you at the time of subscription.
Certain features of the Service may be subject to usage-based charges (including, without limitation, per-minute call fees, SMS fees, and telephony charges). These charges will be calculated based on your actual usage and billed in arrears, typically on a monthly basis.
You authorise us (or our third-party payment processor) to charge your nominated payment method for all fees. All fees are non-refundable once paid, except as expressly stated in these Terms, as required by the Australian Consumer Law, or as otherwise required by applicable law.
All fees are exclusive of applicable taxes, including Goods and Services Tax (GST) and any other applicable transaction taxes, levies, or duties. You are responsible for paying all such taxes. If we are required to collect or remit taxes on your behalf, such taxes will be invoiced to you.
We reserve the right to change our prices. We will provide you with at least thirty (30) days' prior written notice of any price increase. If you do not agree to the price increase, you may terminate your subscription before the price increase takes effect by providing written notice to us. Your continued use of the Service after the price change takes effect constitutes your agreement to pay the modified amount.
If you are not satisfied with the Service within the first 30 days of your initial subscription, you may request a full refund by contacting sales@valory.com.au. Refunds will be processed within 14 business days. This satisfaction guarantee applies only to your first subscription period and cannot be used after 30 days from your initial subscription date.
For refund requests outside of the initial 30-day period, please contact sales@valory.com.au. Refund eligibility will be assessed on a case-by-case basis in accordance with the Australian Consumer Law and our refund policy.
We reserve the right to deny refunds if you have breached these Terms, engaged in fraudulent or illegal activity, misused the refund guarantee, or if we reasonably believe the refund request is abusive, vexatious, or made in bad faith.
We (and our licensors) own all right, title, and interest in and to the Service, including without limitation all underlying software, technology, algorithms, models, designs, documentation, and content (excluding Customer Data), and our "Valory" name, logo, and trademarks. All rights not expressly granted to you in these Terms are reserved by Valory.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service strictly in accordance with these Terms for the duration of your subscription.
You must not remove, obscure, alter, or tamper with any proprietary notices, trademarks, logos, or attribution contained in or on the Service.
As between you and Valory, you retain all ownership rights in your Customer Data, including call recordings, transcripts, and any other data you provide to us. Nothing in these Terms transfers ownership of your Customer Data to us.
You grant Valory a worldwide, royalty-free, non-exclusive licence to use, host, process, reproduce, modify, store, transmit, and display your Customer Data as follows:
(a) Service Provision: To process Customer Data as reasonably necessary to provide, maintain, support, secure, and improve the Service for you, including (without limitation) handling calls, processing bookings, facilitating integrations, generating analytics, and providing customer support.
(b) Service Improvement and AI Training: To use aggregated or de-identified Customer Data to improve and develop the Service, including (without limitation) training, refining, and improving our AI models, algorithms, and voice processing capabilities. Where reasonably practicable, we will rely on aggregated or de-identified data for such purposes. We will not use Customer Data for training or improving AI models in a way that identifies you, your business, or any individual End-User to other customers. Where Sensitive Information is involved, we will only use such information for training or improvement purposes in accordance with our Privacy Policy and applicable law (including, where applicable, through de-identification and/or appropriate consent).
We will handle Customer Data in accordance with our Privacy Policy, which forms part of these Terms, and in compliance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
We may collect, create, use, and disclose aggregated, de-identified, and anonymised data derived from your use of the Service for our own business purposes, including (without limitation) analytics, reporting, benchmarking, research, and service improvement. Such aggregated data will not identify you, your business, or any individual. We may retain and use such aggregated data even after termination of your account.
If you provide us with any feedback, ideas, suggestions, feature requests, or other input ("Feedback"), you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable licence to use, reproduce, modify, incorporate, and commercialise such Feedback into our products and services without any obligation, compensation, or attribution to you.
Subject to Sections 8.2 and 8.3, Valory will defend, indemnify, and hold you harmless from and against any third-party claim alleging that the Service (as provided by Valory and used in accordance with these Terms) infringes any Australian patent, copyright, or trademark of that third party, and will pay any damages finally awarded by a court of competent jurisdiction or agreed in settlement.
This indemnity does not apply to claims arising from or in connection with:
If the Service becomes, or in our reasonable opinion is likely to become, the subject of an infringement claim, we may at our option and expense: (i) procure for you the right to continue using the Service; (ii) modify or replace the Service to make it non-infringing; or (iii) if neither of the foregoing is commercially reasonable, terminate the affected portion of the Service and refund any prepaid fees for the terminated portion on a pro rata basis.
This Section 7.6 states Valory's entire liability, and your sole and exclusive remedy, with respect to any intellectual property infringement claims relating to the Service.
To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available" without any warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement.
Without limiting the foregoing, we do not warrant that the Service will: (a) be uninterrupted, timely, secure, or error-free; (b) meet your specific requirements, expectations, or performance outcomes (including any expectations about bookings, revenue, customer conversion, or call handling accuracy); (c) be compatible with all Customer Systems or Third-Party Services; or (d) be free from vulnerabilities, defects, or bugs. We do not guarantee any particular number of calls answered, bookings made, revenue increases, customer conversion rates, or other business outcomes from your use of the Service.
Nothing in these Terms excludes, restricts, or modifies any guarantee, warranty, term, condition, right, or remedy implied or imposed by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable legislation that cannot be lawfully excluded or limited ("Non-Excludable Rights").
If the ACL applies to you as a consumer, our liability for failure to comply with a consumer guarantee in relation to the supply of services is limited (at our option) to:
If the ACL applies to you as a consumer in relation to the supply of goods (if any), our liability for failure to comply with a consumer guarantee is limited (at our option) to:
Subject to Section 8.2 (Non-Excludable Rights) and to the maximum extent permitted by applicable law:
Exceptions to Liability Cap: The liability cap in this Section 8.3 does not apply to:
Without limiting the generality of the above, we specifically disclaim liability (subject to Section 8.2) for any losses, damages, costs, or expenses arising from missed bookings, booking errors, scheduling conflicts, lost business opportunities, customer dissatisfaction, reputational damage, or other consequential or indirect losses, regardless of whether such losses were foreseeable or whether we were advised of the possibility of such losses.
You agree to indemnify, defend, and hold harmless Valory and its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and costs of investigation) to the extent arising out of or in connection with:
This indemnity does not apply to the extent that a claim is directly caused by or contributed to by Valory's breach of these Terms or Valory's negligence.
For any indemnification claim (whether under Section 9.1 or Section 7.6), the indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party reasonable cooperation and assistance in the defence of the claim; and (c) give the indemnifying party sole control of the defence and settlement of the claim (provided that the indemnifying party may not settle any claim in a manner that admits liability on behalf of the indemnified party or imposes obligations on the indemnified party without its prior written consent).
These Terms commence on the date you first accept them (by clicking "I Accept", creating an account, or using the Service) and continue until terminated in accordance with this Section 10.
You may terminate your account and these Terms at any time by cancelling your subscription through your account settings or by providing written notice to us at support@valory.com.au. Unless otherwise agreed in writing, termination will be effective at the end of your current paid billing period, and you will not be entitled to a refund of any prepaid fees (except as required by the Australian Consumer Law).
We may suspend or terminate your access to the Service and these Terms immediately and without prior notice if you:
We may also suspend your access to the Service without notice if required for security reasons, to investigate suspected misuse or breach, or to prevent imminent harm. We will notify you of such suspension as soon as reasonably practicable, unless prohibited by law or unless such notification would compromise our ability to investigate or prevent ongoing harm.
Upon termination of these Terms for any reason:
Customer Data will be retained in accordance with our Privacy Policy. Following termination of your account:
If you wish to request earlier deletion of your data or have specific data retention requirements, please contact us at legal@valory.com.au.
The Service is primarily hosted and operated in Australia. However, in providing the Service, we may use third-party service providers (including hosting providers, telephony providers, LLM and AI providers, and other infrastructure providers) that are located in or process data from countries outside Australia, including the United States and the European Union, as described in our Privacy Policy.
When transferring personal information internationally, Valory will take reasonable steps to ensure that overseas recipients do not breach the Australian Privacy Principles in relation to such personal information, including (where appropriate) entering into contractual arrangements, conducting security assessments, and implementing appropriate safeguards.
By using the Service, you consent to the transfer, storage, and processing of your data (including Customer Data) in countries outside Australia as described in this Section 11 and in our Privacy Policy, subject to the safeguards described therein. For more information about international data transfers, please refer to Section 8 of our Privacy Policy.
These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia. You irrevocably submit to the exclusive jurisdiction of the courts of Victoria and the courts entitled to hear appeals from them in respect of any dispute arising out of or in connection with these Terms or the Service.
We may modify these Terms at any time. For material changes, we will provide notice by posting the updated Terms on our website, by email to the address associated with your account, or by notification within the Service. We will endeavour to provide at least thirty (30) days' notice of material changes where practicable.
If you do not agree to the updated Terms, you may terminate your subscription by providing written notice to us before the updated Terms take effect. In such case, the previous version of the Terms will continue to apply to you until the effective date of your termination. Your continued use of the Service after the updated Terms take effect constitutes your acceptance of the updated Terms.
These Terms, together with our Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and Valory regarding the Service and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to the subject matter of these Terms.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed or modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions will remain in full force and effect.
Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver of any provision of these Terms will only be effective if in writing and signed by an authorised representative of Valory.
You may not assign, transfer, or delegate these Terms, or any rights or obligations hereunder, in whole or in part, without our prior written consent, and any attempt to do so without such consent will be void. We may assign or transfer these Terms without restriction, including to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.
Except as otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when sent by email to the email address associated with your account (for notices to you) or to legal@valory.com.au (for notices to us).
Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) where such failure or delay results from circumstances beyond that party's reasonable control, including (without limitation) acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, pandemics, epidemics, internet or telecommunications failures, power outages, or failures of Third-Party Services.
Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between you and Valory. Neither party has authority to bind the other or incur obligations on the other's behalf.
For any questions about these Terms, please contact us at:
Questions about this policy? Contact us at legal@valory.com.au