Terms of Service | FreeCare

1. Introduction & acceptance

FreeCare ("the Platform") is operated by Base Analytics (ABN 88 666 144 609) ("FreeCare", "we", "us", "our"). These Terms of Service ("Terms") govern your access to and use of the FreeCare platform, including the business directory, online booking, customer relationship management, invoicing, marketing, the Sofia AI receptionist, and all related services (together, the "Services").

By registering a business, ticking the acceptance box at registration, creating an account, or otherwise accessing or using the Services, you (the "Business", "you", "your") agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Services.

2. Definitions

In these Terms:

Business means the organisation registering for or using the Services, including all of its administrators, staff and authorised users.
Consumer means any person searching for, enquiring about, booking, or purchasing goods or services from a Business through the Platform.
Platform means the FreeCare website, mobile experiences, public directory, widgets, APIs and associated systems.
Sofia means the AI voice receptionist service offered as part of the Services.
Content means any information, listings, descriptions, prices, images, documents, reviews, messages or other material submitted by a Business to the Platform.
Fees means the subscription and usage fees published on the Platform from time to time, including any metered charges.

3. The Services

The Platform connects Consumers with Businesses and provides Businesses with operational tools. Subject to these Terms and the payment of applicable Fees, we grant the Business a non-exclusive, non-transferable, revocable right to use the Services during the term of its subscription.

We may add, change, suspend or discontinue any feature or part of the Services at any time, including where required by law, security, or the availability of third-party services. Where a material feature is removed, we will use reasonable endeavours to notify affected Businesses in advance.

4. Business listings & content

The Business is solely responsible for the accuracy, completeness and lawfulness of all Content it submits, including its name, address, hours, categories, services, prices, photos and any claims made about its goods or services.

The Platform is a venue and technology provider only. We are not a party to, and are not responsible for, any contract, transaction, booking, advice, treatment, or outcome between a Business and a Consumer. Businesses must comply with all laws applicable to their industry, including (without limitation) health practitioner registration requirements, the Health Insurance Act 1973 (Cth), private health fund rules, the Therapeutic Goods Act 1989 (Cth), and all consumer protection laws.

You warrant that you own or hold all rights necessary to submit your Content, and you grant us a worldwide, royalty-free licence to host, display, reproduce and promote your Content for the purpose of providing the Services.

5. Sofia — AI receptionist

Where the Business subscribes to Sofia:

Sofia provides informational assistance only, based on the data and instructions the Business provides. Sofia does not provide medical, legal, financial or other professional advice, diagnosis or treatment. The Business remains solely responsible for the accuracy of all information Sofia provides, and for reviewing and approving Sofia's behaviour and responses.
The Business is the data controller of its customers' personal information. FreeCare acts as a data processor. The Business is responsible for complying with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs), including obtaining any consents required for calls to be answered, recorded or transcribed.
Call transcripts and summaries may be stored to provide the service. The Business must ensure its own privacy notices and practices cover such processing.
Sofia is billed as a fixed monthly fee plus metered per-minute usage as published on the Platform. Usage is measured by the Platform's records, which are conclusive absent manifest error.

6. Fees, payment & suspension

Fees are as published on the Platform from time to time and are payable in advance (monthly or annually as selected). Payment is processed through our third-party payment provider (Stripe). Fees are exclusive of GST unless stated otherwise.

Metered charges (for example SMS overage and Sofia usage) accrue during each billing period and are billed at the end of the period.
If payment is not made when due, we may suspend or terminate access to the Services. We may also suspend the Services immediately if we reasonably suspect fraud, unlawful activity, breach of these Terms, or a risk to the security or integrity of the Platform or other users.
Subject to the Australian Consumer Law, Fees are non-refundable, including for partially used billing periods, and no refunds are given for unused portions of prepaid amounts.
If you dispute an invoice, you must notify us in writing within fourteen (14) days of receipt. You are not obliged to pay the disputed portion pending resolution of the dispute.

7. Acceptable use

You must not, and must not permit any user to:

use the Services for any unlawful purpose, or to offer, promote or facilitate any unlawful, unsafe or prohibited goods or services;
submit Content that is false, misleading, deceptive, defamatory, infringing, obscene or otherwise objectionable, or that misrepresents your identity, qualifications, credentials, prices or availability;
send unsolicited commercial messages (spam) or use the Services to breach the Spam Act 2003 (Cth);
attempt to access, interfere with, disrupt, reverse-engineer, or circumvent any security or access-control measure of the Platform, or scrape data other than through our published APIs;
share accounts or credentials outside your Business, or resell, sublicense or white-label the Services without our prior written consent;
use the Services to store or transmit malicious code, or to infringe the intellectual property or privacy rights of any person.

We may remove Content or suspend access that we reasonably consider breaches this clause, without prejudice to our other rights.

8. Term & termination

Subscriptions are month-to-month (or annual, as selected) and renew automatically until cancelled. You may cancel at any time through the Platform or by emailing support@baseanalytics.com.au; cancellation takes effect at the end of the current billing period. We may terminate or suspend the Services: (a) for breach of these Terms, including non-payment; (b) if required by law or a regulator; or (c) with thirty (30) days' written notice for convenience.

On termination, your right to use the Services ceases. We will provide a reasonable period to export your data (via our export features) unless termination arises from your breach, fraud or a legal obligation. We are not obliged to retain data after termination except as required by law.

9. Intellectual property

All intellectual property in the Platform, its software, design, branding, documentation, and all technology and content created by us (the "FreeCare IP") remains the sole property of Base Analytics. The Business is granted a limited, non-exclusive, revocable licence to use the FreeCare IP solely to the extent necessary to use the Services. Content provided by the Business remains the Business's property, and the Business grants us the licence in clause 4.

10. Data, privacy & security

We process personal information in accordance with our Privacy Policy. The Business is responsible for: (a) obtaining all consents from its customers (including marketing consents required by the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth)); (b) the lawfulness of its own processing; and (c) maintaining adequate backups of its own data.

No security or backup system can guarantee protection against all cyber incidents, ransomware, malware, phishing, data breaches or unauthorised access. To the maximum extent permitted by law, we are not liable for loss, corruption, encryption, theft or destruction of data arising from such events except where directly caused by our proven gross negligence.

11. Service availability

The Services are delivered using infrastructure provided by major third-party providers (including but not limited to cloud hosting platforms, database providers, telephony providers, AI providers and payment processors). To the maximum extent permitted by law: (a) availability targets are targets only and are not binding guarantees; (b) we do not guarantee uninterrupted, error-free or permanent availability; and (c) we are not liable for downtime, data loss or interruption caused by upstream providers, internet connectivity, DNS propagation, DDoS attacks, or other factors outside our reasonable control.

12. Warranties

We warrant that the Services will be provided with due care and skill and that, to our knowledge, the Platform does not infringe the intellectual property rights of any third party. To the maximum extent permitted by law, all other warranties, conditions and representations (express or implied, including any implied warranty of fitness for a particular purpose) are excluded.

13. Limitation of liability

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms or the Services (whether in contract, tort, including negligence, statute or otherwise) shall not exceed the total Fees paid by the Business to us during the three (3) months immediately preceding the event giving rise to the claim.

To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, punitive, exemplary or consequential damages, including loss of profits, revenue, business opportunity, goodwill, anticipated savings, production, use, data or data corruption, business interruption, or third-party claims.

14. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) that cannot be excluded, restricted or modified. Where any such guarantee applies and we are permitted to limit our liability, our liability is limited, at our option, to: (a) the supply of the services again; or (b) the payment of the cost of having the services supplied again.

15. Indemnity

The Business indemnifies and holds harmless FreeCare, Base Analytics and their directors, officers, employees and contractors from and against all claims, losses, liabilities, costs and expenses (including legal costs on a solicitor-client basis) arising from or in connection with: (a) the Business's breach of these Terms; (b) the Business's Content or the goods or services it provides to Consumers; (c) the Business's unlawful activity or breach of any law or industry requirement; (d) any claim by a Consumer or third party arising from the Business's interactions with that person; and (e) the Business's use of the Services in a manner contrary to these Terms.

We will only indemnify the Business for direct loss arising solely from our proven gross negligence or wilful misconduct in providing the Services.

16. Force majeure

Neither party is liable for failure to perform or delay in performing any obligation under these Terms where the failure or delay arises from any cause beyond that party's reasonable control, including (without limitation) strikes, industrial action, acts of God, war, civil commotion, pandemics, natural disasters, power failures or network outages.

17. Confidentiality & IP of others

Each party will keep confidential any confidential information of the other party disclosed in connection with these Terms, and will use it only for the purposes of these Terms. This clause does not apply to information that is public knowledge (other than through breach) or required to be disclosed by law.

18. Claim limitation period

To the maximum extent permitted by law, any claim, action or proceeding arising out of or in connection with these Terms or the Services must be commenced within six (6) months of the date on which the claimant first became aware, or reasonably ought to have become aware, of the circumstances giving rise to the claim. Any claim not commenced within this period is barred to the fullest extent permitted by law.

19. Insurance

We maintain public liability insurance and professional indemnity insurance appropriate to the provision of technology services in Australia, and we may provide certificates of currency on reasonable request.

20. Changes to these Terms

We may update these Terms from time to time. We will notify Businesses of material changes by email and/or through the Platform at least thirty (30) days before they take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. Each version of the Terms is identified by its version date, and acceptance of each version is recorded against your account.

21. Governing law & disputes

These Terms are governed by and construed in accordance with the laws of the State of Western Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Western Australia. The parties will first attempt in good faith to resolve any dispute through negotiation, including escalation to a director of each party, before commencing proceedings.

22. Whole terms

These Terms, together with the Privacy Policy and any schedule or agreement expressly incorporated by reference, constitute the whole agreement between the parties in relation to the Services and supersede all prior proposals, agreements and communications, whether oral or written.

If any provision of these Terms is held to be invalid or unenforceable, it will be severed and the remaining provisions continue in full force and effect.

23. Contact

Questions about these Terms can be sent to support@baseanalytics.com.au.