# HKM Systems — Client Terms

> **DRAFT for review by an Australian lawyer before any client accepts it.**
> Items in [square brackets] must be filled in or decided. Written to
> match how the software actually behaves. These terms are a standard
> form contract with small businesses, so every term must be fair under
> the unfair contract terms provisions of the Australian Consumer Law;
> they are drafted to be mutual and no wider than needed to protect
> legitimate interests. Not legal advice.

Version 2026-09-7
Effective on acceptance

## 1. Who these terms are between

1.1 These terms are between **[HKM legal entity name], ABN [number]**
("HKM", "we") and the business that accepts them ("you").

1.2 The person accepting these terms confirms they are authorised to
bind the business.

1.3 You accept these terms by signing them or by accepting them in the
HKM console. HKM keeps a record of who accepted, when, and which
version.

## 2. Definitions

- **Service**: HKM's software and support for review requests, quote
  follow-ups, missed-call text replies and related features.
- **Your Data**: information you or your systems give HKM, including
  your customers' personal information, and messages and replies about
  them.
- **Message**: an email or text sent through the Service in your name.
- **Auto mode**: the setting that lets Messages that pass every check
  send without a person at your business approving each one.
- **HKM's Rules**: the checks the Service applies to Messages, as they
  applied when the Message was sent.
- **Fees**: the fees in clause 9.
- **General Cap** and **Data Cap**: the limits in clause 11.

## 3. The Service

3.1 HKM drafts Messages, shows them to you for approval, and sends the
ones you approve (or, in auto mode, the ones that pass HKM's Rules) in
your business's name, from your own email account and phone number.

3.2 The Service is **designed to**: check each Message against HKM's
Rules before you see it and again before it sends; hold Messages outside
your sending hours, on public holidays in the recipient's state, over
your daily limits and within the cooldown for each recipient; act on
STOP and unsubscribe replies it receives straight away; and keep your
data separate from other clients' data.

3.3 HKM will provide the Service with due care and skill. HKM does not
promise that the Service will be uninterrupted or free of errors.

3.4 HKM's Rules are a safeguard, not legal advice, and do not guarantee
that a Message complies with the law.

3.5 Every business starts in dry-run, in which nothing is sent to real
customers. Live sending starts only when HKM has approved your business
for it, after checking your consent practices, wording and sender
details, and you then switch it on. HKM may withdraw its approval under
clause 6.

3.6 **You are the sender.** Each Message is sent by you, with your
authority, and identifies your business as its sender. HKM transmits
Messages as your service provider on your instructions, including the
instructions you give by approving a Message or by turning on auto mode.

3.7 **Changes to the Service.** HKM may change the Service, including its
features and HKM's Rules, as long as the change does not materially
reduce the Service. Making HKM's Rules stricter, for example to follow a
change in the law or in a regulator's guidance, is not a material
reduction.

## 4. Your responsibilities

4.1 **Consent.** You will only give HKM contact details of people you
are entitled to contact this way under the *Spam Act 2003* (Cth). For
review requests you will only mark a person as having given **express
consent** if they actually did (for example, by ticking a box or
agreeing on a job sheet), and you will keep evidence of it. HKM records
the basis you give for each person; you confirm it is true.

4.2 **Wording.** You approve the wording sent in your name and keep it
accurate, including prices, links and your business details.

4.3 **Reviews.** In connection with the Service, you will not offer
anything in return for a review, ask only customers you expect to be
happy, or ask for a particular rating.

4.4 **Opt-outs.** You will not give HKM, or re-add, anyone who has opted
out of hearing from your business.

4.5 **Telling your customers.** You will tell your customers, for
example in your own privacy policy or booking terms, that a service
provider sends messages on your behalf, and point them to HKM's
Privacy Policy.

4.6 **Connected accounts.** You keep the email, Twilio and other accounts
you connect in good standing, comply with their terms, and tell HKM
promptly if access changes.

4.7 **Sensitive information.** You will not give HKM sensitive
information (as defined in the *Privacy Act 1988* (Cth)), such as health
information, and will not put it in wording sent through the Service.

4.8 **Your users.** You decide who at your business can sign in to the
console, and you are responsible for what they do there, including
approving Messages and turning on auto mode. You will keep sign-in
details secure and tell HKM promptly if you think they have been misused.

## 5. Auto mode

5.1 Auto mode is off unless you turn it on. Turning it on requires you
to accept the auto-mode terms shown in the console, which form part of
these terms; HKM records each acceptance.

5.2 Messages sent in auto mode that pass HKM's Rules are sent on your
instructions, and you are responsible for them as if you had approved
each one.

5.3 Auto mode is designed to switch itself off if Messages start
bouncing. You can switch it off at any time.

## 6. Pausing the Service

6.1 HKM may pause sending for your business if HKM reasonably believes
that Messages may breach the law, a provider's rules (such as Google's
or Twilio's), or these terms, or that your account has been
compromised. HKM will give you notice first where that is practicable;
where it is not, HKM will tell you as soon as it can, and why. While
sending is paused, approved Messages are held, not sent or discarded,
and the console shows you the reason.

6.2 HKM will restart sending as soon as the reason has been dealt with.
A pause under 6.1 is not a breach of these terms. If a pause lasts more
than 7 days and was not caused by your breach, HKM will credit the Fees
for the whole pause. The credit is your only remedy for a pause HKM
makes in good faith under 6.1.

6.3 If an invoice is more than [14] days overdue, HKM may pause the
Service after giving you 7 days' notice, and will restart it once the
invoice is paid.

## 7. Your data and privacy

7.1 You own Your Data. You give HKM permission to use Your Data only to
provide the Service to you.

7.2 HKM will take reasonable steps to handle personal information in
Your Data consistently with its Privacy Policy and the Australian
Privacy Principles, whether or not HKM is exempt from them.

7.3 HKM will not sell Your Data or use it for its own marketing. HKM may
use statistics derived from use of the Service that do not identify you
or any individual to operate and improve the Service.

7.4 HKM uses the service providers listed in its Privacy Policy, some of
which store or process data outside Australia. HKM will tell you at
least 14 days before adding a provider that will hold Your Data, or,
where a provider must be replaced urgently to keep the Service running,
as soon as practicable afterwards. If you object on reasonable grounds
within 14 days of being told, either party may end the agreement
immediately, and HKM will refund prepaid Fees pro rata.

7.5 If HKM reasonably suspects or becomes aware of unauthorised access
to or disclosure of Your Data, it will tell you **within 72 hours**, with
the information it has at the time, update you as it learns more, and
co-operate with you, including on any notification to affected people or
the OAIC.

7.6 Message and reply text is removed after 24 months unless you ask
HKM in writing for a different period (between 1 and 120 months). The
record that a Message was sent, and opt-outs, are kept.

7.7 **When the agreement ends**, HKM will send you an export of Your Data
in a standard format (JSON or CSV) within 14 days, without you needing
to ask, and another copy if you ask within 30 days of the end. HKM will
delete Your Data within 60 days of the agreement ending, except:
(a) opt-outs, which HKM keeps only so that those people are never
contacted again;
(b) the record of who accepted these terms and when, which HKM keeps as
evidence of the agreement;
(c) anything HKM must keep by law; and
(d) copies in HKM's encrypted backups, which are deleted in the ordinary
backup cycle within a further 30 days and are not restored except to
recover from a failure.

7.8 On request, HKM will give you a copy of the record the Service keeps
for your business of what was drafted, approved, held, sent and
skipped, and why.

7.9 HKM will not change its Privacy Policy in a way that reduces the
protection of Your Data without giving you notice under clause 14.

## 8. Confidentiality

8.1 Each party will keep the other's confidential information
confidential and use it only for these terms. This does not apply to
information that is public (other than through a breach), already known
to the recipient, independently developed, or that must be disclosed by
law (with notice to the other party where lawful).

8.2 This clause continues for 3 years after the agreement ends, and for
personal information, for as long as it is held.

## 9. Fees

9.1 You will pay the fees in **[schedule / order form]**, invoiced
**[monthly in advance]**, payable within **[14]** days.

9.2 Fees are exclusive of GST. If GST is payable on a supply under these
terms, you will pay an amount equal to the GST when you receive a tax
invoice.

9.3 Amounts more than [14] days overdue bear interest at [rate, e.g. the
Reserve Bank cash rate plus 2%] a year until paid.

9.4 HKM may change the Fees by giving at least 30 days' written notice,
and not more than once in any 12 months.
If you do not agree, you may end the agreement before the change takes
effect, without penalty and with a pro-rata refund of prepaid Fees.

## 10. Intellectual property

HKM owns the Service and everything it develops. You own Your Data and
your wording. Each gives the other the permissions needed to provide and
use the Service.

## 11. Liability

11.1 Nothing in these terms excludes, restricts or modifies any right or
remedy you have under the Australian Consumer Law that cannot be
excluded.

11.2 Where the Service is not of a kind ordinarily acquired for
personal, domestic or household use, HKM's liability for failing to
comply with a consumer guarantee is limited, as section 64A of the
Australian Consumer Law allows, to supplying the Service again or paying
the cost of having it supplied again.

11.3 **General Cap.** Subject to 11.1 and 11.4, each party's total
liability to the other under or in connection with these terms is
limited to the Fees paid or payable by you in the 12 months before the
event giving rise to the claim or, if the event happens in the first 12
months of the agreement, the Fees that would be payable for those first
12 months.

11.4 **Data Cap.** Instead of the General Cap, each party's total
liability for:
(a) HKM's breach of clause 7, or of clause 8 as it relates to personal
information;
(b) your liability under clause 12.1(a); and
(c) HKM's liability under clause 12.2(d) and (e),
is limited to the greater of [3] times the Fees paid or payable in the
12 months before the event and $[amount].
The Data Cap is each party's maximum total liability under these terms,
including any amounts under the General Cap.

11.5 Neither party is liable for loss of profit, revenue or data, or for
indirect or consequential loss, except that:
(a) loss of data caused by HKM's breach of clause 7 is recoverable up to
the Data Cap; and
(b) amounts payable to a third party or regulator that are covered by
an indemnity in clause 12 are not excluded by this clause, but remain
subject to the applicable cap; and
(c) this clause and the caps do not limit a party's liability for its
fraud, or its wilful or deliberate breach of clause 8.

11.6 A party should notify the other of a claim within 12 months of
becoming aware of the facts giving rise to it. A later notice does not
bar the claim, but the claim is reduced to the extent the delay caused
the other party loss.

## 12. Indemnity

12.1 To the extent permitted by law, you indemnify HKM against loss HKM
suffers from a third-party claim or regulatory action to the extent it
arises from:
(a) contact details you gave HKM that you were not entitled to use, or a
consent you recorded that was not true;
(b) wording you wrote or changed, except to the extent the loss arises
from wording HKM supplied or from a fault in HKM's Rules; or
(c) your breach of clause 4, or of the law in connection with the
Service,
**except to the extent the loss was caused or contributed to by HKM's
breach of these terms, negligence or wilful misconduct.**

12.2 HKM indemnifies you against loss you suffer from a third-party
claim or regulatory action to the extent it arises from:
(a) HKM sending a Message you did not approve and that did not pass
HKM's Rules;
(b) HKM's breach of clause 7 resulting in unauthorised access to or
disclosure of Your Data;
(c) a claim that the Service, used as these terms allow, infringes a
third party's intellectual property rights;
(d) the Service failing to act on an opt-out (a STOP or unsubscribe
reply) that it received, and sending to that person afterwards; or
(e) the Service sending a Message after you rejected it.

12.3 The indemnified party must tell the other promptly about the claim,
not settle it without the other's consent (which will not be
unreasonably withheld), and let the other help defend it. Clause 11
applies to these indemnities: the Data Cap to 12.1(a) and 12.2(b), (d)
and (e), and the General Cap to the rest. An indemnity covers a civil penalty only to
the extent the law allows.

## 13. Term and ending the agreement

13.1 These terms start when accepted and continue until ended under this
clause. [Optional: there is a minimum term of [x] months.]

13.2 Either party may end the agreement for any reason by written
notice [after the minimum term]: you on 30 days' notice, and HKM on 60
days' notice.

13.3 Either party may end the agreement by notice if the other breaches
it materially and does not fix the breach within 14 days of being asked
to, or becomes insolvent.

13.4 Clauses 6.2 (for credits already due), 7 (for as long as HKM holds
any of Your Data), 8, 9 (for amounts owing), 11, 12 and 15 survive the
agreement ending.

## 14. Changes to these terms

14.1 HKM may change these terms by giving at least 30 days' written
notice. Each version states the date it takes effect. The Service
continues under the version you last accepted until then, and under the
new version after it; you do not need to accept it again for the Service
to continue. If a change is materially detrimental to you, you may end
the agreement before it takes effect, without penalty and with a
pro-rata refund of prepaid Fees.

14.2 Changes to the auto-mode terms apply only once you accept them in
the console; until then auto mode stays off.

## 15. General

15.1 These terms are governed by the law of **[State]**, Australia, and
the parties submit to its courts.

15.2 These terms and the auto-mode terms are the whole agreement about
the Service. HKM's Privacy Policy explains how HKM handles personal
information and is not itself a term of this agreement, except as
clauses 7.2 and 7.9 say.

15.3 A party may not assign these terms without the other's consent,
which will not be unreasonably withheld, except to a successor to its
whole business on notice.

15.4 Neither party is liable for delay or failure caused by events
beyond its reasonable control, including failures or changes by email,
messaging or hosting providers or telecommunications carriers. The
affected party will tell the other promptly and do what it reasonably
can to limit the effect. This clause does not excuse an obligation to
pay money. HKM is not responsible for the acts or
omissions of the providers whose accounts you connect.

15.5 HKM will hold professional indemnity and cyber insurance
of at least $[amount] each while this agreement is in force, and will
give you evidence of it on request.

15.6 Notices may be given by email: to you, at the alert address set for
your business in the console; to HKM, at **[notices email]**.

15.7 **Disputes.** If you and HKM disagree about these terms, either
party may give the other written notice of the dispute, and senior
people from each will try in good faith to resolve it within 20 business
days before either starts court proceedings (except to seek urgent
relief).