Parties and agreement
Bludge is operated by Jewell Group Pty Ltd (ACN 649 111 357) as trustee for Jewell Group Trust, trading as Jewell Projects (ABN 56 822 550 848), with its principal place of business at 1190 Dandenong Road, Murrumbeena VIC 3163, Australia and address for service at PO Box 933, Carnegie VIC 3163, Australia. “We”, “us” and “our” mean that company in its trustee capacity. “You” means the business accepting an order for the service.
Before activation, an authorised representative of your business must expressly accept the quote or order and the identified version of these terms. We retain the accepted documents, acceptance date and evidence of authority, and provide you with a copy. Continued browsing alone is not that acceptance.
Mandatory law takes priority. A signed data processing agreement controls a conflict about personal information. An accepted order controls the scope, fees, term and any variation it expressly identifies. These terms otherwise apply. The privacy policy describes information handling; it is not consent to every use a customer may make of the software.
An existing agreement continues on its own terms until validly changed. A proposed feature, demonstration or draft does not become part of your service unless agreed and enabled.
The service and project scope
We configure, host and maintain business software around the agreed workflows. It can include forms, records, tasks, approvals, documents, scheduling, communications, phone assistance and payment integrations. The enabled features and our responsibilities are set out in your order.
The order identifies deliverables, dependencies, setup and migration work, a testing checklist, ongoing support, usage limits and charges. Setup is charged separately; larger projects use agreed payment milestones. You provide reasonably necessary information, decisions and access and check that the agreed configuration reflects your business process.
After we make the agreed work available for testing, you have seven business days to check it against the agreed checklist and report issues. We correct failures to meet the agreed scope without a separate development charge. The review period is a project milestone; it does not waive statutory rights or prevent reporting a defect discovered later. New requirements or changes outside the agreed scope are separately quoted and agreed before work begins.
We provide the service with reasonable care and skill. We do not guarantee a particular commercial result, uninterrupted availability or error-free AI output. Service levels, staffed support hours, response times, recovery targets or service credits apply only if expressly agreed. The service is not an emergency response service.
Accounts and access
You decide who may access your business's information and are responsible for reasonable account security, appropriate roles and promptly removing access when people leave. Keep your contact and billing details accurate and report suspected unauthorised access promptly.
Passwords, recovery links, administrator access and connected-service credentials must be kept secure. Your responsibility does not extend to loss caused by our own breach, negligence or security failure.
Your information and permitted use
You retain your rights in your business content, brand, uploaded material and account records, subject to the rights of the people concerned. You give us the limited permission needed to provide the agreed service and carry out the security, billing, dispute and lawful retention purposes described in the privacy policy.
You must have the authority and lawful basis to collect, upload, use and disclose information and to instruct the enabled workflows. Give affected people appropriate privacy notices and obtain consent where required, particularly for sensitive information, communications and recording.
Do not use the service for unlawful activity, fraud, harassment, impersonation, unauthorised disclosure, security attacks or infringement. Do not bypass access controls, usage restrictions or safety measures. Do not load purchased, scraped or otherwise unauthorised lists for automated contact. Any resale or provision to another business requires an agreed arrangement.
At launch, the service is offered to Australian business customers for ordinary business operations. Health and care record systems, workflows directed at children, other workflows requiring special handling of sensitive information, and service arrangements for overseas customers are outside the supported scope. Do not configure these uses or upload sensitive information for them. Any future support requires a separately agreed scope and safeguards before activation. Ordinary operational records remain subject to applicable law, and the service does not replace professional judgement.
AI and automated actions
Staff drafting and phone assistance are separate features with separate processing. Relevant information is sent to the providers described in the privacy policy when an enabled feature is used. You must review drafts and configure access and automation appropriately.
An assistant can misunderstand a person or generate inaccurate content. Do not configure it to make commitments beyond its approved authority, provide professional advice or make decisions requiring a lawful human decision process. Automated records, notifications, bookings and other actions may occur when the enabled workflow permits them; these terms do not represent that every action is reviewed by a person.
You must check prices, tax treatment, calculations, availability, messages, customer terms and approval rules before relying on a workflow. We remain responsible for meeting our own contractual and legal obligations; an AI or supplier error does not automatically excuse a failure to exercise reasonable care.
Calls and messages
Use only numbers and communication channels you are entitled to control. Contact people only where you have the permissions and lawful basis required for the particular communication, purpose and location. An enquiry or existing customer relationship does not automatically authorise every marketing call or message. Keep any required evidence of permission.
The assistant must identify itself as AI. You must provide notices and obtain any consent required for transcription, monitoring, recording and external processing. Call audio is processed by suppliers during the conversation and transcripts are stored as described in the privacy policy. Routine audio recording is not included. A diagnostic recording is permitted only under a separately enabled, consented testing process with seven-day retention and verified cleanup. Other recording requires a separately agreed scope and safeguards before activation.
Promptly honour withdrawal and opt-out requests across the relevant business process. Do not assume a spoken request, hangup or a reply to every channel automatically updates a shared suppression register. Use the supported controls and ensure manual follow-up where needed. Do not override a person's request through another number or account.
We agree the enabled call windows, permitted purposes, limits and escalation routes during setup. Safeguards assist your process; they are not a guarantee that every contact is lawful.
Phone numbers remain subject to carrier and numbering rules. If a number can be transferred, we will reasonably assist an authorised request subject to those rules and agreed charges. Carrier timing and successful transfer cannot be guaranteed.
Bookings and customer payments
Your business supplies the goods or services booked or paid for through your system. You are responsible for accurate descriptions, prices, taxes, customer terms, fulfilment and lawful cancellation and refund policies. Clearly tell the customer who supplies the underlying service.
Where enabled, Stripe processes payments through the applicable connected-account arrangement and its terms. A booking or payment request is not proof that payment succeeded. Card details must be entered on the hosted payment page; the assistant must not request card numbers or security codes.
Your business handles ordinary service cancellations, refunds and chargebacks arising from the goods or services you supply. We cooperate in processing necessary corrections and are responsible for proven errors we cause, under these terms and applicable law. We reimburse documented, nonrecoverable payment-processing costs to the extent directly caused by a proven technical failure in our service. This does not guarantee that a processor returns its own fee.
The order or payment addendum discloses platform fees and third-party processing charges, including their treatment on refunds, before activation. Your customer-facing refund policy must be lawful and accurately describe the service; no universal non-refundable deposit rule applies.
Account suspension or closure does not cancel a customer's booking or eliminate an established refund or other statutory right. Each party must cooperate to resolve open transactions within its responsibility.
Fees and changes in price
Your accepted quote or order states setup and ongoing fees, currency, GST or other taxes, usage allowances, rates, billing frequency, payment dates and any agreed minimum term. Pricing is based on the agreed system, work and service; adding another user does not itself create a per-user fee.
Additional usage must be charged only under rates and limits you have accepted. An increase to an agreed spending limit or a separately charged feature requires agreement. If a safe pause or fallback is needed at a limit, we agree its behaviour during setup rather than assume all workflows can stop immediately.
For an ongoing service, we give at least 30 days' written notice of a proposed price increase. It does not take effect during a fixed-price commitment unless the order expressly permits it. You may end the affected ongoing service before the increase takes effect and receive a refund of prepaid fees for the unused period after termination.
Tell us promptly if an invoice appears wrong. We review the supporting records and correct errors. We will not suspend solely for a genuinely disputed amount while you cooperate in good faith and pay undisputed amounts.
Support and third parties
Contact [email protected] for service matters and [email protected] for privacy matters. Unless your order states otherwise, ordinary support is provided during weekday business hours in Melbourne, excluding Victorian public holidays. We aim to acknowledge ordinary support requests within one business day; this is not a guaranteed resolution time. Your order identifies included support and maintenance. Additional work is separately quoted and agreed. No continuous staffing or guaranteed incident-resolution time is included.
If you connect your own service, you authorise the data exchanges needed for the agreed integration. You remain responsible for that account, its subscription, permissions and lawful use. Third-party availability can affect a feature. We remain responsible for the suppliers we engage to the extent required by our agreement and law.
Confidentiality and privacy
Each party must protect the other's confidential information, use it only for the agreement and share it only with people who need it and are subject to appropriate confidentiality obligations. Exceptions apply to information lawfully known already, independently developed, lawfully received from another source or public without breach. A legally required disclosure is permitted, with advance notice where lawful and practicable.
Confidentiality continues for three years after the agreement ends; trade secrets remain protected while secret, and personal information remains protected as required by law.
For customer-directed processing, we follow lawful documented instructions, protect information with reasonable safeguards, use appropriate supplier arrangements and reasonably assist with individual rights and applicable breach obligations. We notify you without undue delay after becoming aware of a personal-information breach affecting your information and cooperate in the required response. Neither party's own legal responsibilities are removed by assigning a controller or processor label.
Before a sensitive or overseas workflow is activated, the necessary supplier assessment, notices, agreements and transfer safeguards must be in place. The privacy policy and the order must accurately describe the actual retention and deletion arrangements. A privacy notice alone does not execute a data processing agreement or international transfer document.
Intellectual property
We own the software we develop and retain rights in the platform, customer-specific software and configurations, reusable components, templates, methods and our branding. Third-party components remain subject to their owners' rights. You receive a non-exclusive right to use the agreed hosted service for your business during the agreement. Setup and development fees do not transfer software ownership, source code or a right to self-host.
You retain your data, branding and supplied content, subject to the rights of the people concerned. Incorporating that content into the service does not transfer its ownership to us.
We do not train our own models on your customer content. Supplier data use follows the privacy policy and applicable arrangements. Feedback may be used to improve the service without transferring ownership of your confidential content or personal information. We will not use your name or logo as a customer reference without permission.
Suspension and ending the service
We may suspend only the affected functions reasonably necessary to address unlawful use, a material security risk, an applicable legal or carrier requirement, or a serious breach. We explain the reason as soon as reasonably practicable, provide a reasonable opportunity to resolve it where appropriate and restore service when the reason no longer applies.
Before suspending for an undisputed overdue payment, we give written notice and at least 14 days to pay. Either party may terminate for a material breach not remedied within 14 days after written notice, or immediately where a breach cannot reasonably be remedied and continued performance is untenable.
Ongoing service is monthly with no minimum term unless your accepted order expressly states otherwise. Unless a different notice period is expressly agreed, either party may end the ongoing service on 30 days' written notice. Agreed charges for completed setup and service already supplied remain due. We return prepaid recurring service fees for unused periods after termination, subject to any lawful, expressly agreed treatment in the order. Statutory refund rights remain unaffected.
Before closure, we agree a handover for open records, communications, bookings and payments. We include one standard export of available business records and attachments on request as part of departure. It can be requested during the service or within 30 days after closure, subject to identity checks, other people's rights, lawful retention and records already lawfully deleted. The export includes available data and supplied files; it does not include our software or source code. Bespoke migration work is separately quoted and agreed. Account closure does not itself erase records, backups or supplier copies. Our privacy policy explains the approved retention schedule and the disposal controls still being implemented. We assess disposal requests and applicable lawful retention separately.
Accrued rights and provisions about payment, confidentiality, intellectual property, retained information, liability and disputes continue where their purpose requires it.
Liability and statutory rights
Nothing in these terms excludes, restricts or modifies a guarantee, right or remedy under the Australian Consumer Law or another law where that would be unlawful. Describing the service as business software does not remove applicable consumer or small-business protections.
To the extent lawful, each party's total aggregate liability to the other arising from this agreement, whether in contract, negligence or otherwise, is limited to the greater of AUD 500 and the Bludge service fees paid or payable for the three months immediately before the first event giving rise to the claim. If the service has run for less than three months, use the elapsed period.
Claims for breach of confidentiality, mishandling of personal information and claims under the indemnity below instead have a higher aggregate cap: the greater of AUD 2,000 and the Bludge service fees paid or payable for the twelve months immediately before the first event. All claims combined are limited to this higher amount, with ordinary claims still subject to the ordinary cap. Related events are treated as one event; caps do not multiply by claim, document or legal cause of action.
Service fees include agreed setup, recurring service, usage and platform fees. They exclude tax, third-party pass-through charges and amounts collected for your underlying goods or services.
To the extent lawful, neither party is liable to the other for indirect or consequential loss. Reasonable direct costs of investigating, containing and remedying a confidentiality or personal-information breach are not excluded by this sentence and fall under the higher cap.
The caps and exclusions do not limit agreed fees properly due; repayment of money held for another; refunds or return of platform fees established as due; our reimbursement of documented nonrecoverable processing costs attributable to a proven technical failure; fraud or wilful misconduct; death or personal injury caused by negligence; or liability that cannot lawfully be limited. They do not limit an individual's rights or a regulator's powers.
Each party is responsible only to the extent its conduct caused or contributed to a loss, must take reasonable steps to reduce avoidable loss and cannot recover the same loss twice. An AI or supplier error does not automatically excuse our failure to exercise reasonable care.
You indemnify us against reasonable third-party damages and defence costs to the extent caused by unlawful instructions you give us or content you supply that infringes a third party's rights. This excludes loss caused by our breach, negligence or wilful misconduct, and any fine or penalty that cannot lawfully be recovered. This indemnity is subject to the higher cap above. We must notify you promptly, reasonably reduce loss and allow you a reasonable opportunity to participate in the defence. Neither party may agree a settlement admitting the other's fault or imposing obligations on it without consent, not unreasonably withheld.
Changes and general terms
We give at least 30 days' written notice of material changes to these terms. They apply prospectively through the agreement's valid change process. You may end an affected ongoing service before a materially adverse change takes effect, with a refund of prepaid fees for its unused period after termination. Urgent restrictions necessary for law or security may take effect sooner, with an explanation as soon as practicable.
Neither party may transfer the agreement without the other's consent, not unreasonably withheld, except as expressly agreed in a reviewed order. If a provision is unenforceable, the remainder continues to the extent lawful. Failure to exercise a right immediately does not waive it. The parties are independent contractors.
Notices and disputes
Service notices go to your nominated account contact. Write to [email protected] for contractual notices and to the postal address above for formal service, subject to any legally required method. Contact [email protected] for privacy concerns.
Before starting ordinary court proceedings, each party will try in good faith to resolve a written complaint and make a responsible representative available within 14 days. This does not prevent urgent relief, a regulator complaint or exercising a statutory right.
Victorian law governs the agreement and the courts of Victoria have non-exclusive jurisdiction, subject to mandatory law and rights that cannot be excluded.