Terms of Service

Acceptance by login. By logging in to the Platform, the Customer (and any Authorised User acting on its behalf) accepts these Terms in full.

1. Definitions

In these Terms the following words have the meanings set out below:

Agreement: These Terms of Service together with any Order Form, Data Processing Addendum, or other document expressly incorporated by reference.
Authorised User: Any employee or contractor of the Customer who is permitted by the Customer to access and use the Platform.
Billing Cycle: Each successive calendar month during which the Customer has an active account.
Customer: The Group entity that has registered for an account with jaluru and is a party to this Agreement. References to "you" or "your" mean the Customer.
Customer Data: All data uploaded, input, or generated through the Customer's use of the Platform, including Talent Data, transcripts, call recordings, reports, and survey responses.
Fees: All amounts payable by the Customer under this Agreement, as published at jaluru.com/pricing.html or as set out in an Order Form, and as may be amended in accordance with these Terms.
Group: A legal entity that owns or operates one or more Stores.
jaluru / we / us / our: Jaluru Trust (ABN 18 596 203 312), a trust registered in New South Wales, Australia, whose registered address is 6 Scarborough Ct., Terrigal, NSW 2260, Australia.
Platform: The jaluru software-as-a-service application (including the web interface, APIs, AI voice agents, telephony integrations, reporting engine, and all associated infrastructure) operated by jaluru and made available to the Customer.
Services: The features and functions of the Platform made available to the Customer, as further described in clause 2.
Store: An individual restaurant location or operational unit owned or operated by the Customer.
Talent: Employees, workers, or contractors of the Customer whose data is processed through the Platform.
Talent Data: Personal data relating to Talent processed through the Platform, including names, phone numbers, voice recordings, transcripts, survey responses, and absence/sickness records.

2. Services

Subject to these Terms and payment of the applicable Fees, jaluru will make the following Services available to the Customer:

Sickness self-reporting — an inbound AI voice call service enabling Talent to report sickness absence by telephone.
Outbound surveys — automated outbound AI voice calls to Talent conducting HR check-ins, performance conversations, and other surveys configured by the Customer.
Transcripts and AI summaries — automated transcription of calls and AI-generated summaries of conversation content.
PDF reports — downloadable reports generated from call data, including Statutory Sick Pay (SSP) reports and clock/attendance summaries.
Management dashboard — a web interface for configuring surveys, managing Talent records, scheduling calls, reviewing transcripts, and accessing analytics.
Custom development — bespoke development work, if agreed in writing, billed on a time-and-materials basis as described in clause 4.

jaluru may update, enhance, or modify the Services from time to time. jaluru will not make changes that materially reduce the core functionality of the Services without reasonable notice to the Customer.

3. Account and Access

3.1 The Customer is responsible for maintaining the confidentiality of its account credentials and for all activity that occurs under its account.

3.2 The Customer must ensure that Authorised Users comply with these Terms and must promptly notify jaluru of any suspected unauthorised access to or use of the account.

3.3 Account credentials must not be shared between individuals. Each Authorised User must have their own login.

3.4 The Customer is responsible for ensuring that all information it provides to jaluru (including Store and Talent records) is accurate, current, and complete.

4. Fees and Payment

4.1 Fee structure. Fees consist of:

Account setup fee — a one-off fee payable on account activation.
Monthly Store licence fee — a recurring fee per active Store, billed each Billing Cycle.
Per-call fee (sickness self-reporting) — charged per completed inbound sickness call.
Per-survey fee — charged per PDF report generated (may consist of multiple calls).
Custom development — billed at time-and-materials rates as quoted and agreed in writing before work commences.

Current Fees are published at jaluru.com/pricing.html. jaluru reserves the right to amend Fees on 30 days' written notice.

Fees may be amended through an Addendum to these Terms.

4.2 Invoicing. jaluru will issue invoices monthly. Invoices are due for payment within 30 days of the invoice date. Payment may be made by bank transfer (details on invoice) or online via the payment portal.

4.3 Late payment. If any undisputed amount is not paid within 30 days of the invoice date, jaluru may charge interest at 2% per annum above the Reserve Bank of Australia cash rate on the overdue amount from the due date until the date of payment. jaluru may also suspend access to the Platform where any invoice remains unpaid for more than 14 days after the due date, without liability to the Customer.

4.4 Taxes. All Fees are exclusive of GST and any other applicable taxes, which will be added to invoices where required by law. The Customer is responsible for all applicable withholding taxes in its jurisdiction.

4.5 Disputed invoices. The Customer must raise any invoice dispute in writing within 14 days of the invoice date. Undisputed amounts remain payable by the due date.

5. Acceptable Use

5.1 The Customer must use the Platform only for lawful purposes and in accordance with these Terms.

5.2 The Customer must not, and must ensure its Authorised Users do not:

use the Platform for any unlawful purpose, or in a way that violates any applicable law or regulation;
use the Platform to harass, intimidate, threaten, or discriminate against any person;
impersonate any person or misrepresent any affiliation with any person or organisation;
attempt to reverse engineer, decompile, disassemble, or derive the source code of any part of the Platform;
use the Platform to process the personal data of any individual under the age of 16 without the prior written consent of that individual's parent or guardian;
circumvent, disable, or interfere with any access controls, security features, or authentication mechanisms of the Platform;
transmit any malicious code, virus, or harmful data through the Platform;
use the Platform in a way that places an unreasonable load on jaluru's infrastructure or interferes with other customers' use;
resell, sublicence, or otherwise make the Platform available to any third party without jaluru's prior written consent.

5.3 jaluru may suspend or terminate access without notice if it reasonably believes the Customer is in material breach of this clause 5.

6. AI Voice Calls

6.1 Customer's responsibility for lawful calls. The Customer warrants that it has a lawful basis to make or receive AI voice calls to and from Talent (including where required, a valid employment or contractual relationship with each Talent member), and that its use of the Services complies with all applicable employment laws, telecommunications laws, and workplace regulations in the jurisdictions in which it operates.

6.2 In-call disclosure. At the commencement of every AI voice call, the Platform will automatically announce to the person called that the call is conducted by an AI assistant and may be recorded and transcribed. The Customer must not suppress or circumvent this disclosure.

6.3 AI limitations. The Customer acknowledges that AI-generated summaries, scores, and outputs are provided for informational purposes only and should not be the sole basis for any employment decision. jaluru does not warrant the accuracy or completeness of AI-generated content.

6.4 Telephony. The Platform uses third-party telephony infrastructure to deliver voice calls. jaluru is not responsible for call quality, delivery failures, or costs attributed to the Talent's telephone carrier.

7. Data Processing

7.1 Roles. As between jaluru and the Customer: (a) the Customer is the data controller in respect of Talent Data; and (b) jaluru is the data processor, processing Talent Data only on the Customer's instructions as described in the Data Processing Addendum.

7.2 Data Processing Addendum. The parties' respective obligations with respect to personal data are set out in the Data Processing Addendum, which forms part of this Agreement and is available on request.

7.3 Customer's obligations. The Customer is solely responsible for: (a) ensuring it has a lawful basis under applicable data protection law to process Talent Data; (b) providing any required notices to Talent; and (c) maintaining accurate and up-to-date Talent records in the Platform.

7.4 Aggregated data. jaluru may use anonymised, aggregated, non-personally identifiable data derived from the Customer's use of the Platform (including usage patterns, call outcomes, and survey results) to improve the Platform and develop new features for all users. Such aggregated data will never identify the Customer or any individual.

8. Intellectual Property

8.1 jaluru IP. jaluru retains all intellectual property rights in and to the Platform, including all software, algorithms, models, interfaces, trademarks, and documentation. Nothing in this Agreement grants the Customer any ownership interest in the Platform.

8.2 Customer Data. The Customer retains all intellectual property rights in Customer Data. The Customer grants jaluru a non-exclusive, royalty-free licence to use, process, store, and copy Customer Data solely to the extent necessary to provide the Services and as otherwise permitted by these Terms.

8.3 Feedback. If the Customer provides suggestions or feedback about the Platform, jaluru may use such feedback without restriction and without obligation to the Customer.

9. Confidentiality

9.1 Each party ("Receiving Party") agrees to keep confidential the other party's ("Disclosing Party") Confidential Information and not to disclose it to any third party without the Disclosing Party's prior written consent, except as permitted in clause 9.2.

"Confidential Information" means any information disclosed by one party to the other that is marked confidential or that a reasonable person would consider confidential given its nature and the circumstances of disclosure. Customer Data is the Customer's Confidential Information. The Platform (including pricing, architecture, and roadmap) is jaluru's Confidential Information.

9.2 A Receiving Party may disclose Confidential Information: (a) to its employees, contractors, or advisers who need it to perform their duties under this Agreement and who are bound by equivalent confidentiality obligations; or (b) as required by law, court order, or regulatory requirement (provided the Receiving Party gives the Disclosing Party reasonable advance notice where legally permitted).

9.3 These confidentiality obligations survive termination of this Agreement for three years.

10. Service Level Agreement

10.1 Uptime target. jaluru will use commercially reasonable efforts to ensure the Platform is available 99.9% of the time in each calendar month, measured on a 24/7 basis ("Uptime Target"), excluding:

scheduled maintenance windows (of which jaluru will provide at least 48 hours' notice where reasonably practicable);
outages caused by third-party services outside jaluru's reasonable control (including telephony carriers, AI voice providers, or cloud infrastructure providers);
outages caused by the Customer's acts or omissions; and
Force Majeure events (as defined in clause 16).

10.2 Service credit. If the Platform's monthly availability falls below the Uptime Target, the Customer may claim a service credit equal to a proportionate reduction in the monthly Store licence fee for the affected Billing Cycle. Service credits are the Customer's sole and exclusive remedy for any failure to meet the Uptime Target.

10.3 Claiming credits. Credits must be claimed within 14 days of the end of the affected Billing Cycle by written request to jaluru.

11. Warranties and Disclaimers

11.1 jaluru warrants that: (a) it will provide the Services with reasonable skill and care; and (b) the Platform will perform materially as described in the documentation.

11.2 Except as expressly set out in these Terms, the Platform and Services are provided "as is" and jaluru disclaims all other representations, warranties, or conditions, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

11.3 jaluru does not warrant that the Platform will be error-free, uninterrupted, or free of viruses or other harmful components beyond the commitments in clause 10.

12. Limitation of Liability

12.1 Aggregate cap. To the maximum extent permitted by law, jaluru's total aggregate liability to the Customer under or in connection with this Agreement (whether in contract, tort including negligence, breach of statutory duty, or otherwise) will not exceed the total Fees paid by the Customer to jaluru in the twelve (12) months immediately preceding the event giving rise to the claim.

12.2 Excluded losses. Neither party will be liable to the other for any indirect, consequential, special, incidental, or punitive loss or damage, or for any loss of profits, revenue, data, goodwill, or anticipated savings, even if that party has been advised of the possibility of such losses.

12.3 Exceptions. Clauses 12.1 and 12.2 do not exclude or limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; or (d) any liability that cannot be excluded or limited by applicable law.

12.4 The Customer acknowledges that the Fees have been set by jaluru in reliance upon these limitations of liability, and that the limitations are reasonable given those Fees.

13. Indemnification

The Customer will indemnify, defend, and hold harmless jaluru and its officers, directors, employees, and contractors from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

the Customer's or any Authorised User's use of the Platform in breach of these Terms;
Customer Data, including any claim that Customer Data infringes any third party's rights;
the Customer's breach of any applicable employment law, data protection law, or telecommunications law;
the Customer's failure to obtain or maintain the lawful basis required to process Talent Data or to make or receive AI voice calls; or
any employment claim brought by Talent arising from the Customer's use of the Services.

14. Term and Termination

14.1 No minimum term. This Agreement has no minimum term. It commences on the date the Customer activates an account and continues month-to-month until terminated.

14.2 Termination by either party. Either party may terminate this Agreement by giving written notice to the other before the end of the current Billing Cycle, in which case the Agreement will terminate at the end of that Billing Cycle. No refunds will be given for any unused portion of a Billing Cycle.

14.3 Termination by jaluru for cause. jaluru may terminate this Agreement with immediate effect on written notice if:

the Customer fails to pay any undisputed amount within 14 days of a written demand following the payment due date;
the Customer commits a material breach of this Agreement and (if the breach is capable of remedy) fails to remedy it within 7 days of receiving written notice to do so; or
the Customer becomes insolvent, enters administration, receivership, or liquidation, or makes any arrangement with creditors.

14.4 Effect of termination. On termination:

all licences granted under this Agreement will immediately cease;
all outstanding Fees will become immediately due and payable;
the Customer will have 30 days from the termination date to export Customer Data using the export function in the Platform; and
jaluru will delete all Customer Data from its systems within 30 days after the export period ends, subject to any legal obligation to retain records for longer.

14.5 Survival. Clauses 1, 7.4, 8, 9, 12, 13, 15, 16, and 17 survive termination of this Agreement.

15. Changes to Terms

jaluru may amend these Terms by giving the Customer at least 30 days' written notice (by email to the account's registered address). Continued use of the Platform after the effective date of the changes constitutes acceptance of the amended Terms. If the Customer does not accept the changes, it must terminate in accordance with clause 14.2 before the effective date.

16. Force Majeure

Neither party will be in breach of this Agreement or liable for any delay in performing, or failure to perform, its obligations under this Agreement if such delay or failure results from circumstances beyond that party's reasonable control, including acts of God, war, terrorism, pandemics, strikes, government actions, or failures of third-party infrastructure providers. The affected party must promptly notify the other and use reasonable efforts to mitigate the impact.

17. General

17.1 Entire agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. Each party confirms it has not relied on any representation not set out in this Agreement.

17.2 Acceptance by login. By logging in to the Platform, the Customer accepts these Terms. Where the Customer is a legal entity, the individual logging in warrants that they have authority to bind the Customer.

17.3 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, it will be severed from the Agreement and the remaining provisions will continue in full force and effect.

17.4 No waiver. A party's failure to exercise or delay in exercising any right under this Agreement will not constitute a waiver of that right.

17.5 No assignment. The Customer may not assign or transfer its rights or obligations under this Agreement without jaluru's prior written consent. jaluru may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

17.6 Notices. Notices under this Agreement must be in writing and sent by email to the address registered in the account (for the Customer) or to legal@jaluru.com (for jaluru). Notices are deemed received on the next business day after sending, unless a delivery failure is received.

17.7 No class actions. All claims arising under this Agreement must be brought on an individual basis. The Customer waives any right to bring or participate in any class action or representative proceeding against jaluru.

17.8 Governing law and jurisdiction. This Agreement is governed by the laws of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia to resolve any dispute arising out of or in connection with this Agreement.

17.9 Privacy. jaluru's collection and use of personal data is governed by the Privacy Policy, which forms part of this Agreement.