Terms of service

1.The agreement

These terms are a contract between the business that creates a Tern workspace (you, the customer) and the operator of Tern (we, us, Tern). They apply to the Tern application, the Tern Bridge browser extension, this website and any related support.

By creating a workspace, starting a trial or using the service you agree to these terms and to our privacy policy. If you accept on behalf of a business, you confirm you have authority to bind it. If you do not agree, do not use the service.

If you have a separate signed agreement with us, such as an Enterprise order, that agreement prevails where it conflicts with these terms.

2.Definitions

• Service means the Tern application, the Tern Bridge extension, the APIs and any documentation or support we provide.
• Workspace means a customer's tenant in the service, including its users and data.
• User means a person you authorise to use your workspace.
• Contact means a person you communicate with through the service, such as a lead or client.
• Customer data means all data you or your users submit to the service or that the service captures for you, including messages, recordings, transcripts, contacts, leads and notes.
• Connected platform means a third party messaging, email, social or telephony service you connect to Tern, such as WhatsApp, Messenger, Instagram, LinkedIn, Gmail, Outlook or Zoom Phone.
• Plan means the self serve subscription described on our pricing page, or an Enterprise plan agreed in writing.

3.Accounts and users

• You must provide accurate account and billing information and keep it current.
• You are responsible for everything done in your workspace by your users and for keeping sign in links and devices secure. Tell us promptly at support@ternup.io if you suspect unauthorised access.
• Users must be at least 16 years old and act for your business. You may add users up to the seat limit of your plan.
• A workspace administrator controls the AI processing toggle, recording policy, retention settings, user roles and the connected platforms. We act on the administrator's instructions.

4.Free trial

• New workspaces receive a 14 day free trial of the plan. A valid payment card is required to start the trial.
• Your card is not charged during the trial. At the end of the trial the subscription starts and the first monthly fee is charged, unless you cancel before then.
• You can cancel at any time during the trial from the billing page in settings, with no charge.
• One trial per business. We may refuse or end a trial where we believe it is being abused.
• Plan caps apply during the trial.

5.Subscription, fees and billing

• The plan is $99 USD per month per workspace, billed monthly in advance to the card on file through our payment provider. Fees are in USD unless your order says otherwise. GST may apply for Australian customers and is shown at checkout.
• The subscription renews each month on your billing anniversary until you cancel. Cancel from the billing page; the cancellation takes effect at the end of the current month and you keep access until then. We do not give refunds for partial months.
• If a payment fails we will retry and tell you. If it is still unpaid after 14 days we may suspend the workspace. After 30 days we may end the subscription and delete customer data under section 12.
• We may change prices with at least 30 days' notice by email. The new price applies from your next billing anniversary after the notice period.
• Enterprise plans are invoiced under the terms in the order, with payment due within 14 days of invoice unless the order says otherwise.
• Fees exclude taxes except where stated. You are responsible for any taxes on your use of the service other than our income tax.

6.What is included and what is capped

The plan includes up to 5 users and unlimited leads, contacts, capture from connected platforms, recorded and transcribed calls through your own phone system, WhatsApp replies inside the 24 hour window, message classification, playbooks, automations and support tickets.

The following are metered per calendar month of your billing cycle and have hard caps:

• One WhatsApp marketing template counts as four utility templates.
• We warn you at 80 percent of any cap by email and in the application.
• When a cap is reached the feature pauses until the cycle resets. We do not bill overage. Template messages fall back to the next step in the playbook; AI analyses queue until the reset.
• Usage resets on your billing anniversary. Unused allowance does not roll over.
• If you regularly need more, contact sales@fastflowup.com about an Enterprise plan. We may also propose an Enterprise plan if your usage is persistently at the caps.

7.Acceptable use

You must use the service lawfully and in a way that does not harm others, the connected platforms or us. In particular, you must not:

• Send unsolicited messages in breach of the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth) or any equivalent law, or continue to contact a person who has opted out.
• Use the service to harass, threaten, deceive or discriminate, or to send unlawful, infringing or harmful content.
• Run unattended automation on a connected platform. The Tern Bridge extension assists a signed in person who is present and reads each message before sending it. You must not use the extension, or any other tool with the service, to send messages, click, navigate or otherwise act on a connected platform without a human present and in control. You must not attempt to defeat the design limits of the extension, run it in a headless or cloud browser, share sessions between people, or use any anti detection technique.
• Use the service in a way that breaches the terms of a connected platform, or connect an account you are not authorised to use.
• Record a call where recording is unlawful, or without the notice or consent the law requires.
• Attempt to access another customer's workspace, probe or test the security of the service without our written permission, or interfere with its operation.
• Reverse engineer the service except where the law allows, resell it, or use it to build a competing product.
• Exceed reasonable use of unlimited features in a way that degrades the service for others. We will tell you before acting on this.

We may suspend or restrict a workspace or user that breaches this section. We will tell you when we do unless the law prevents it or the situation is urgent.

8.Your responsibilities for contacts, consent and data

You control the customer data in your workspace and how your team uses the service. You are responsible for:

• Having a lawful basis to collect, hold and use the personal information of your contacts and giving them any notice the Privacy Act 1988 (Cth) or other applicable law requires.
• Ensuring every message, call and follow up made through the service complies with consent, spam, telemarketing and consumer protection laws that apply to you and your contacts, including quiet hours and opt outs.
• Deciding whether to record calls, giving any required notice, obtaining any required consent and turning recording off where it is not permitted.
• Deciding whether to enable AI processing and telling contacts where the law requires it.
• Setting appropriate retention periods and deleting data you no longer need.
• The accuracy of data you import and the instructions you give the service through playbooks and settings.
• Reviewing AI analyses before relying on them. They are aids to judgement and may be wrong.

You indemnify us against claims, losses and costs arising from customer data, your contact practices, or your breach of this section or section 7.

9.Connected platforms

• Connected platforms are provided by third parties under their own terms. We do not control them and are not responsible for their availability, their changes or their decisions about your accounts.
• Capture through the Tern Bridge extension depends on the layout of a connected platform. When a platform changes, capture for that site may pause until we ship an update. We do not guarantee that every message will be captured. The extension's click to log feature exists so you can fill any gaps.
• Where the service sends messages through an official platform interface on your behalf, you are the sender and responsible for the content.
• Phone calls run through your own telephony provider. You are responsible for that account and its charges.

10.Our obligations

• We will provide the service with reasonable skill and care and in accordance with our privacy policy and the security measures described on our security page.
• We aim for the application to be available at all times other than planned maintenance, which we will schedule outside Australian business hours where possible and announce in advance.
• We will provide support by email at support@ternup.io on Australian business days.
• We will process customer data only to provide the service, to keep it secure and as the law requires. We will not sell it or use it to train general purpose AI models.
• We will give you a way to export your customer data in a standard format during the term and for 30 days after it ends.

11.Intellectual property

• We own the service, including its software, design, documentation and any improvements. We grant you a non exclusive, non transferable right to use the service for your business during the term.
• You own your customer data. You grant us a licence to host, copy, process and display it as needed to provide the service and to produce AI analyses for you.
• AI analyses produced for you are yours to use. We make no claim over them.
• You may give us feedback. We may use it without obligation to you.
• We may use aggregated and de-identified usage information to operate and improve the service. It will never identify you or your contacts.

12.Term, termination and data return

• These terms run from the start of your trial until the workspace is closed.
• You may cancel at any time from the billing page. Cancellation takes effect at the end of the current billing month.
• We may end these terms on 30 days' notice, or immediately if you materially breach them and do not fix the breach within 14 days of notice, if you become insolvent, or if continuing would breach the law or a connected platform's terms.
• When the subscription ends, the workspace becomes read only for 30 days so you can export customer data. After that we delete it, other than copies in backups, which are removed within a further 35 days. We keep only the records the law requires.
• Sections that by their nature should survive, including fees owed, intellectual property, liability, indemnities and governing law, survive termination.

13.Warranties and disclaimers

The service is provided as described in these terms. To the extent the law allows, we exclude all other warranties, conditions and guarantees, whether express or implied. In particular, we do not warrant that the service will be uninterrupted or error free, that every message on a connected platform will be captured, or that AI analyses will be accurate.

Nothing in these terms excludes, restricts or modifies any consumer guarantee or right under the Australian Consumer Law or other law that cannot be excluded. Where our liability for breach of such a guarantee can be limited, it is limited, at our option, to resupplying the service or paying the cost of resupply.

14.Limits on liability

• Neither party is liable to the other for indirect or consequential loss, loss of profit, revenue, business, goodwill or data, or for the cost of substitute services, however arising, even if advised of the possibility.
• Our total liability to you under or in connection with these terms in any 12 month period is limited to the fees you paid us in that period.
• These limits do not apply to a party's liability for death or personal injury caused by negligence, fraud, wilful misconduct, breach of the other party's intellectual property, or your indemnity in section 8. They also do not apply where the law does not allow them.
• You acknowledge that the service produces suggestions and analyses to support your team's decisions. Decisions about contacting, recording and pursuing contacts are yours.

15.Confidentiality

Each party will keep the other's confidential information confidential, use it only for the purposes of these terms and protect it with at least reasonable care. Confidential information does not include information that is public through no fault of the recipient, already known to the recipient, independently developed, or that must be disclosed by law, in which case the recipient will give notice where permitted. Customer data is your confidential information.

16.Changes to the service and these terms

• We improve the service continuously and may add, change or remove features. We will not materially reduce the core function of the service during a paid term without notice.
• We may update these terms. For material changes we will email workspace administrators at least 30 days before they take effect. Continuing to use the service after that date is acceptance. If you do not agree, cancel before the changes take effect.

17.General

• Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• You may not assign these terms without our consent. We may assign them to a successor of our business with notice to you.
• Notices to us go to support@ternup.io or, for legal notices, privacy@ternup.io. Notices to you go to your workspace administrators' email addresses.
• If any part of these terms is unenforceable, the rest continues to apply.
• These terms, the privacy policy and any order are the entire agreement between us about the service.
• Neither party is the agent, partner or employee of the other.

18.Governing law

These terms are governed by the laws of New South Wales, Australia. Each party submits to the non exclusive jurisdiction of the courts of New South Wales and the courts that hear appeals from them. Before starting proceedings, each party agrees to try in good faith to resolve a dispute by discussion between senior representatives for at least 30 days.

19.Contact

Questions about these terms: support@ternup.io. Sales and Enterprise: sales@fastflowup.com. Privacy: privacy@ternup.io.