Terms of service for the Charly platform
Charly AI Pty Ltd · ACN 699 334 560 · ABN 40 699 334 560 · 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:
The platform is hosted on infrastructure designed for high availability and is monitored so that disruptions can be resolved promptly. 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. Support standards are set out separately in Charly's service standards.
The School pays for each student it enrols on the platform. For each enrolled student, the fee is calculated as the student's course duration (in weeks) multiplied by the applicable weekly rate per student.
The School sets each student's course duration when it approves the student on the platform. Where a student's access is set as indefinite (no fixed end date), the fee for that student is calculated month by month based on the number of weeks the student has been enrolled.
The applicable weekly rate is determined by a banded pricing structure: the more students the School enrols, the lower the per-student weekly rate. The specific rates and bands that apply to the School are set out in the Pricing Schedule agreed in writing between Charly and the School before the account is activated. The Pricing Schedule may be updated from time to time; current rates are available from Charly on request.
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. Around the first day of each month, Charly invoices the School for the students enrolled during the preceding month, calculated as described in the Pricing section (each student's committed course duration in weeks multiplied by the applicable weekly rate).
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 continues for as long as the School uses the platform.
The School may stop using the platform at any time by ceasing to enrol new students and notifying Charly in writing (including by email). No notice period applies. The School remains liable for the fees relating to the committed course duration of students already enrolled at the time it stops, which will be billed in the normal monthly cycle. There is no cancellation fee.
Charly may terminate this agreement immediately if the School breaches any material term of this agreement and fails to remedy the breach within 7 days of written notice.
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, which forms part of this agreement. In summary:
In the event of a data breach that is likely to result in serious harm, Charly will notify affected parties in accordance with the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth). For privacy enquiries, contact joe@callcharly.io.
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 one month 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 joe@callcharly.io.
For questions about this agreement, contact joe@callcharly.io.