Charly
Agreement between Charly and schools using the platform
This agreement applies to schools and organisations that provide Charly to their students. Students who subscribe to Charly directly, without a school, are not covered by this agreement. Their use of the Charly student app is governed by the Subscriber Terms at callcharly.io/subscriber-terms, together with the Charly Privacy Policy at callcharly.io/privacy.
Charly AI Pty Ltd
ACN 699 334 560 · ABN 40 699 334 560
help@callcharly.io · callcharly.io
This agreement is between Charly AI Pty Ltd (ACN 699 334 560) ("Charly") and the school or organisation that has signed up for access to the Charly platform ("School").
By activating a Charly account, the School's authorised representative confirms they have read, understood, and agree to be bound by this agreement on behalf of the School.
Charly provides access to an AI-powered English conversation practice platform, including:
Charly does not guarantee uninterrupted access. Charly may perform maintenance or updates from time to time and will endeavour to provide reasonable notice where possible. Charly will respond to support requests from the School within five business days.
The School pays for each student who is active on the platform, calculated by the week.
A billing week runs Monday to Sunday, Sydney time. A student is counted for a billing week if their account was active at any point during that week. A student who is suspended for an entire billing week is not counted for that week.
The applicable weekly rate per student is agreed in writing between Charly and the School before the account is activated. Rates may be varied by agreement; any variation applies from the date agreed and does not affect weeks already invoiced.
Where Charly and the School agree in writing to a pilot or trial period, no fees are payable for billing weeks falling within that period. The fee provisions of this agreement apply from the first billing week after the pilot period ends, at the rate agreed in writing between the parties.
A School has 18 active students in the first billing week of the month, 19 in the second, 19 in the third, and 20 in the fourth. That is 76 student-weeks for the month, and the fee is 76 multiplied by the School's agreed weekly rate, invoiced on the first of the following month.
All fees are in AUD and exclude GST where applicable. Where Charly is registered for GST, invoices will include GST at the applicable rate and the School will be charged accordingly.
Charly invoices the School monthly, as soon as practicable after the first day of each month, for the billing weeks belonging to the preceding month.
A billing week belongs to the month in which its Monday falls. A week that begins in one month and ends in the next is invoiced in full in the month in which it began.
Each invoice itemises the number of active students in each billing week and the rate applied.
If payment is not received within 14 days of the due date, Charly reserves the right to suspend the School's access until outstanding amounts are paid. Charly may charge interest on overdue amounts at the rate of 10% per annum, calculated daily.
This agreement commences on the date it is accepted by the School and continues for as long as the School uses the platform.
The School may stop using the platform at any time by notifying Charly in writing (including by email) and ceasing to enrol students. No notice period applies. The School remains liable for fees for all billing weeks in which its students were active, up to and including the week in which it stops, which will be invoiced in the normal monthly cycle. There is no cancellation fee.
Charly may terminate this agreement:
The School agrees to use the Charly platform only for its intended purpose of English language practice and education. The School must not:
Charly reserves the right to suspend or terminate access immediately and without notice where there is a serious breach of this clause.
The School agrees to ensure that only students aged 18 years or over use the platform. Charly is an adults-only platform and is not intended for use by minors.
Students register themselves on the platform using the School's invite code and provide their own account information directly. The School agrees to:
Charly retains all intellectual property rights in the Charly platform, including the Charly student app, the teacher portal, its software, interfaces, designs, and the Charly name and branding.
The Charly platform incorporates third-party artificial-intelligence technologies that are licensed to Charly by their respective providers. Charly does not own those underlying third-party technologies, and this agreement does not transfer to the School any rights in them.
The School retains ownership of the data its staff input into the platform, including teacher-assigned student settings. Charly is granted a licence to use that data solely for the purpose of delivering the service.
Conversation transcripts and feedback reports generated by the platform are provided to the School for its use. Charly may use anonymised, aggregated data derived from platform usage to improve its services, provided that no individual student can be identified.
Charly's handling of personal information is governed by the Charly Privacy Policy, available at callcharly.io/privacy, which forms part of this agreement.
Charly provides the platform on an as-is basis. To the maximum extent permitted by law, Charly excludes all warranties, express or implied, including any warranty of fitness for a particular purpose or merchantability.
Charly is not liable for any indirect, incidental, special, or consequential loss or damage arising from use of the platform, including loss of revenue, loss of data, or loss of business opportunity.
Charly's total liability to the School under or in connection with this agreement is limited to the total fees paid by the School in the twelve months immediately preceding the event giving rise to the claim.
Nothing in this agreement limits liability for fraud, death or personal injury caused by negligence, or any liability that cannot be excluded by law.
If a dispute arises in connection with this agreement, the parties agree to attempt to resolve it in good faith through direct negotiation before commencing any legal proceedings. If the dispute cannot be resolved within 14 days of written notice from one party to the other, either party may seek appropriate legal remedies.
Charly may update the terms of this agreement from time to time. Charly will provide 14 days written notice to the School's billing email address before any changes take effect. Continued use of the platform after the notice period constitutes acceptance of the updated terms. If the School does not accept the updated terms, it may stop using the platform as described in the Term and Cancellation section.
This agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales.
This agreement is accepted when an authorised representative of the School activates a Charly account or otherwise confirms acceptance in writing (including by email) to help@callcharly.io.
For questions about this agreement, contact:
Charly AI Pty Ltd