Terms and Conditions

Bluebird Ai Pty Ltd
ABN: 85 696 013 788 | ACN: 696 013 788

IMPORTANT — PLEASE READ CAREFULLY

These Terms and Conditions ("Agreement") govern your access to and use of the Ultragent platform provided by Bluebird Ai Pty Ltd. By accessing the platform, creating an account, clicking "I Agree", or executing an Order Form that references this Agreement, you ("Customer") agree to be bound by these terms on behalf of yourself and your organisation. If you do not agree, do not access or use the Services.

This Agreement constitutes a legally binding contract between Bluebird Ai Pty Ltd and the Customer. You represent that you have the authority to bind your organisation to this Agreement.

1. Definitions

In this Agreement, unless the context requires otherwise, the following terms have the meanings set out below:

"Agreement" means these Terms and Conditions together with any Order Form, Schedules, and any documents expressly incorporated by reference.

"Authorised User" means an individual employee, contractor, or agent of the Customer who is permitted by the Customer to access the Services under a Subscription.

"Bluebird Ai" / "we" / "us" / "our" means Bluebird Ai Pty Ltd (ABN: 85 696 013 788), a company incorporated in Australia.

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

"Customer" / "you" / "your" means the legal entity that has agreed to this Agreement and whose details appear on the relevant Order Form or registration.

"Customer Data" means all data, information, content, and materials submitted by or on behalf of the Customer or its Authorised Users to the Services.

"Documentation" means any user guides, technical specifications, help articles, and other materials relating to the Services made available by Bluebird Ai from time to time.

"Fees" means all amounts payable by the Customer as specified in an Order Form or the applicable pricing schedule on the Ultragent website.

"GST" has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

"Intellectual Property Rights" means all present and future intellectual property rights including copyright, trade marks, patents, designs, trade secrets, know-how, and any other rights recognised under applicable law.

"Order Form" means a written or electronic ordering document (including an online checkout confirmation) specifying the Services, Subscription plan, pricing, and other relevant terms agreed between the parties.

"Personal Information" has the meaning given in the Privacy Act 1988 (Cth).

"Platform" means the Ultragent software-as-a-service platform and any associated mobile applications operated by Bluebird Ai.

"Services" means the Ultragent Platform, related software, APIs, Documentation, and support services made available by Bluebird Ai pursuant to this Agreement.

"Subscription" means a subscription to access and use the Services for the duration of the applicable Subscription Term, as specified in an Order Form.

"Subscription Term" means the period during which the Customer has access to the Services as specified in an Order Form, or if not specified, a monthly rolling period.

"Third-Party Services" means third-party products, software, services, or platforms that may be integrated with or used in connection with the Services but are not provided by Bluebird Ai.

2. Acceptance and Eligibility

2.1 Acceptance

By accessing or using the Services, executing an Order Form, or otherwise indicating acceptance, the Customer agrees to be bound by this Agreement. If you are entering into this Agreement on behalf of a legal entity, you represent and warrant that you have the legal authority to bind that entity.

2.2 Eligibility

The Services are made available exclusively to businesses and other legal entities (B2B). The Services are not intended for use by consumers as defined under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or equivalent legislation. By agreeing to this Agreement, the Customer confirms that it is acquiring the Services for business purposes.

2.3 Amendments to Agreement

Bluebird Ai may update or modify this Agreement from time to time. We will provide at least thirty (30) days' prior written notice of material changes via email or in-platform notification. Continued use of the Services after the effective date of any amendment constitutes acceptance of the amended Agreement. If the Customer does not agree to an amendment, the Customer may terminate the Agreement in accordance with clause 14.

3. The Services

3.1 Grant of Access

Subject to the terms of this Agreement and timely payment of all applicable Fees, Bluebird Ai grants the Customer a non-exclusive, non-transferable, revocable licence to access and use the Services during the Subscription Term solely for the Customer's internal business purposes and in accordance with the Documentation.

3.2 Subscription Plans

The Services are made available through the following subscription tiers (or such other plans as Bluebird Ai may offer from time to time), as further detailed on the Ultragent website and applicable Order Form:

Free Plan – core platform features for small teams.
Professional "Pro" Plan – expanded features, higher usage limits, and priority support.
Enterprise Plan – full feature access, custom usage limits, dedicated support, and optional SLA commitments.

The specific features, usage limits, and pricing applicable to each plan are set out on the Ultragent website or in the applicable Order Form. Bluebird Ai reserves the right to modify plan features and pricing in accordance with clause 3.5.

3.3 Authorised Users

The Customer may permit Authorised Users to access the Services up to the number of seats and/or user licences and/or tokens specified in the applicable Order Form. The Customer is responsible for all acts and omissions of its Authorised Users and must ensure that Authorised Users comply with this Agreement. The Customer must promptly notify Bluebird Ai if it becomes aware of any unauthorised access to or use of the Services.

3.4 Service Availability

Bluebird Ai will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding scheduled maintenance windows and events beyond Bluebird Ai's reasonable control. Bluebird Ai will provide reasonable advance notice of planned maintenance where practicable. Bluebird Ai does not warrant that the Services will be uninterrupted or error-free.

3.5 Service Changes

Bluebird Ai reserves the right to add, modify, or discontinue features or functionalities of the Services at any time, provided that Bluebird Ai will use reasonable efforts to give advance notice of material changes. If a change materially diminishes the core functionality of the Services, the Customer may terminate the Agreement pursuant to clause 14.3.

3.6 Third-Party Services and Integrations

The Platform may integrate with, or provide links to Third-Party Services. Bluebird Ai does not control Third-Party Services and is not responsible for their content, availability, or practices. The Customer's use of Third-Party Services is subject to the relevant third party's terms and conditions. Bluebird Ai excludes all liability arising from the Customer's use of Third-Party Services to the fullest extent permitted by law.

4. Account Registration and Security

4.1 Registration

To access the Services, the Customer must create an account and provide accurate, complete, and current information. The Customer agrees to maintain and update such information as required.

4.2 Account Security

The Customer is responsible for maintaining the confidentiality of all login credentials and for all activities that occur under its account. The Customer must implement and maintain reasonable security measures to prevent unauthorised access to the Services, including ensuring that Authorised Users use strong, unique passwords and enable multi-factor authentication where available.

4.3 Notification of Breach

The Customer must notify Bluebird Ai immediately upon becoming aware of any actual or suspected unauthorised access to the Customer's account or credentials. Bluebird Ai will not be liable for any loss or damage arising from the Customer's failure to comply with this clause.

4.4 Account Information

The Customer may not create accounts on behalf of others or share account credentials with any person other than Authorised Users. Bluebird Ai reserves the right to refuse registration, suspend, or terminate accounts at its discretion.

5. Fees, Payment and Billing

5.1 Fees

The Customer agrees to pay the Fees set out in the applicable Order Form or as published on the Ultragent pricing page. All Fees are in US Dollars (USD) unless otherwise specified in an Order Form.

5.2 Billing Cycle

Unless otherwise specified in an Order Form, Fees are billed monthly in advance on the date the Subscription commences (the "Billing Date") and on each monthly anniversary thereafter. Annual plans are billed annually in advance.

5.3 Payment Method

The Customer must provide a valid payment method at the time of registration. By providing payment details, the Customer authorises Bluebird Ai (or its payment processor) to charge the applicable Fees on each Billing Date. If a payment fails, Bluebird Ai may retry the charge and/or suspend access to the Services.

5.4 Taxes and GST

All Fees are exclusive of applicable taxes unless expressly stated otherwise. Where Bluebird Ai is required to charge GST under Australian law, GST will be added to the relevant Fee and shown separately on the tax invoice. The Customer is responsible for all taxes, duties, levies, and similar charges imposed by any authority outside Australia in connection with the Customer's use of the Services.

5.5 Price Changes

Bluebird Ai may change the pricing for any Subscription plan by providing at least thirty (30) days' written notice to the Customer. Price changes will take effect at the commencement of the next Subscription Term following the notice period. Continued use of the Services after the price change takes effect constitutes acceptance of the new pricing.

5.6 Late Payment

If any Fees remain unpaid after the due date, Bluebird Ai may, without limiting other remedies, (a) charge interest on the overdue amount at the rate of 1.5% per month (compounding monthly) from the due date until payment is received; and (b) suspend the Customer's access to the Services after providing at least seven (7) days' written notice.

5.7 Refunds

Except as required by applicable law (including the Australian Consumer Law), all Fees are non-refundable. If the Customer upgrades a Subscription plan mid-cycle, the difference will be charged on a pro-rata basis for the remainder of the billing cycle. Downgrading a plan does not entitle the Customer to a refund for the current billing cycle.

5.8 Disputed Invoices

If the Customer disputes any invoice in good faith, the Customer must notify Bluebird Ai in writing within fifteen (15) days of the invoice date, providing reasonable details of the dispute. The parties will work in good faith to resolve the dispute. Undisputed amounts remain payable by the due date.

6. Intellectual Property Rights

6.1 Bluebird Ai IP

As between the parties, Bluebird Ai owns all Intellectual Property Rights in and to the Services, Platform, Documentation, and all enhancements, derivatives, and improvements thereto. Nothing in this Agreement transfers any ownership rights in the Services to the Customer. The Customer's rights in respect of the Services are limited to the licence expressly granted in clause 3.1.

6.2 Customer Data

As between the parties, the Customer retains all Intellectual Property Rights in and to the Customer Data. The Customer grants Bluebird Ai a non-exclusive, worldwide, royalty-free licence to access, process, and use the Customer Data solely to the extent necessary to provide the Services and as otherwise permitted by this Agreement.

6.3 Feedback

If the Customer or any Authorised User provides suggestions, feedback, or ideas relating to the Services ("Feedback"), the Customer grants Bluebird Ai a perpetual, irrevocable, royalty-free, worldwide licence to use, reproduce, modify, and incorporate such Feedback into the Services or any future products without any obligation or restriction.

6.4 Aggregated Data

Bluebird Ai may collect, aggregate, and use anonymised and de-identified data derived from the Customer's use of the Services for product improvement, analytics, and research purposes. Such aggregated data will not identify the Customer or any individual and does not constitute Customer Data.

6.5 Trade Marks

The Ultragent and Bluebird Ai names, logos, and trade marks are owned by Bluebird Ai. Nothing in this Agreement grants the Customer any rights to use Bluebird Ai's trade marks without prior written consent.

7. Data Privacy and Security

7.1 Privacy Compliance

Each party agrees to comply with all applicable privacy and data protection laws in connection with its activities under this Agreement, including (to the extent applicable) the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) contained therein. Bluebird Ai's Privacy Policy, available at https://www.ultragent.ai/privacy, is incorporated into this Agreement by reference and describes how Bluebird Ai collects, uses, discloses, and manages Personal Information.

7.2 Customer Responsibilities

The Customer is the data controller (or equivalent) in respect of any Personal Information contained in Customer Data. The Customer warrants that it has obtained all necessary consents, authorisations, and permissions required under applicable law to submit Customer Data to the Services and to permit Bluebird Ai to process such data in accordance with this Agreement.

7.3 Bluebird Ai as Data Processor

To the extent that Bluebird Ai processes Personal Information contained in Customer Data on behalf of the Customer, Bluebird Ai acts as a data processor (or equivalent) and will:

process such Personal Information only on the Customer's documented instructions and as necessary to provide the Services;
implement and maintain appropriate technical and organisational measures to protect Personal Information against unauthorised or unlawful processing, accidental loss, destruction, or damage;
not disclose Personal Information to third parties except as necessary to provide the Services, as required by law, or as authorised by the Customer;
promptly notify the Customer upon becoming aware of a data breach affecting Personal Information in accordance with clause 7.5; and
assist the Customer in meeting its obligations under applicable privacy laws where reasonably requested.

7.4 Overseas Transfers (APP 8)

The Services may involve the storage or processing of Personal Information on servers located outside Australia. Before disclosing Personal Information to an overseas recipient, Bluebird Ai will take reasonable steps to ensure the overseas recipient handles that information in a manner consistent with the APPs, including by entering into contractual arrangements with overseas recipients. The Customer acknowledges that, by providing Personal Information for processing through the Services, the Customer consents to such overseas transfers in accordance with APP 8. Bluebird Ai maintains a list of jurisdictions in which data is processed, available upon written request.

7.5 Data Breach Notification

Bluebird Ai will notify the Customer without undue delay (and in any event within seventy-two (72) hours where practicable) upon becoming aware of a data breach affecting Personal Information in Customer Data. Such notification will include available details of the nature of the breach, the data affected, likely consequences, and measures taken or proposed to address the breach.

7.6 Security Measures

Bluebird Ai maintains technical and organisational security measures designed to protect the Services and Customer Data. These include, but are not limited to, encryption of data in transit and at rest, access controls, audit logging, and regular security testing. Details are available in Bluebird Ai's Security Documentation upon written request.

7.7 Data Deletion

Upon termination or expiry of this Agreement, Bluebird Ai will, at the Customer's written request made within thirty (30) days of termination, either delete or return Customer Data in a commonly used format. After such thirty (30) day period, Bluebird Ai is entitled to delete all Customer Data from its systems, subject to any applicable legal retention obligations.

8. Confidentiality

8.1 Obligations

Each party agrees to: (a) keep the other party's Confidential Information strictly confidential; (b) not use the other party's Confidential Information for any purpose other than exercising its rights or fulfilling its obligations under this Agreement; and (c) not disclose the other party's Confidential Information to any third party without the other party's prior written consent, except as permitted in clause 8.2.

8.2 Permitted Disclosures

A party may disclose the other party's Confidential Information to its employees, contractors, advisers, or subcontractors who have a legitimate need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less restrictive than those in this clause. A party may also disclose Confidential Information to the extent required by applicable law or a binding court order, provided that (where legally permissible) it gives the other party prompt notice and cooperates in seeking protective measures.

8.3 Exclusions

Obligations under this clause do not apply to information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is received from a third party without restriction on disclosure.

8.4 Survival

Obligations of confidentiality survive the termination or expiry of this Agreement for a period of five (5) years.

9. Acceptable Use Policy

9.1 Permitted Use

The Customer may use the Services solely for its legitimate internal business purposes in accordance with this Agreement, applicable law, and the Documentation.

9.2 Prohibited Conduct

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

use the Services for any unlawful purpose or in violation of any applicable law or regulation;
copy, modify, reverse engineer, decompile, disassemble, or create derivative works of the Services or any part thereof;
sublicence, resell, rent, lease, transfer, or otherwise deal in the Services to any third party without prior written consent from Bluebird Ai;
use the Services to store, transmit, or distribute any content that is defamatory, obscene, harmful, fraudulent, or that infringes a third party's Intellectual Property Rights;
use the Services to send unsolicited commercial communications (spam) or engage in any form of phishing, identity theft, or social engineering;
introduce any malicious code, viruses, worms, Trojans, or other harmful software into the Services;
use automated means (including scrapers, bots, or crawlers) to access the Services in a manner that exceeds normal usage or causes disruption;
attempt to gain unauthorised access to the Services or any related systems or networks;
use the Services in a manner that adversely affects the performance, availability, or integrity of the Services for other customers; or
circumvent or disable any security or access controls of the Services.

9.3 Suspension for Breach

Bluebird Ai reserves the right to immediately suspend access to the Services, without liability, if Bluebird Ai reasonably believes that the Customer or any Authorised User is in breach of this clause 9. Bluebird Ai will provide notice as soon as reasonably practicable and will work with the Customer to resolve the breach.

10. Warranties and Disclaimers

10.1 Bluebird Ai Warranties

Bluebird Ai warrants that: (a) it has the right and authority to enter into this Agreement and to grant the rights and licences described herein; (b) the Services will perform materially in accordance with the Documentation; and (c) Bluebird Ai will provide the Services with reasonable care and skill.

10.2 Customer Warranties

The Customer warrants that: (a) it has the right, power, and authority to enter into this Agreement and to grant the rights described herein; (b) the Customer Data does not and will not infringe any third party's Intellectual Property Rights or violate any applicable law; and (c) the Customer will comply with all applicable laws in connection with its use of the Services.

10.3 Disclaimers

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BLUEBIRD AI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL MEET THE CUSTOMER'S SPECIFIC REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

10.4 Australian Consumer Law

Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Australian Consumer Law or any other applicable legislation that cannot lawfully be excluded or limited. Where the Australian Consumer Law applies, Bluebird Ai's liability for a failure to comply with a consumer guarantee (where available) is, to the extent permitted by law, limited to re-supplying the Services or paying the cost of having the Services re-supplied.

11. Limitation of Liability

11.1 Exclusion of Consequential Loss

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, BLUEBIRD AI'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE) WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exceptions

The limitations and exclusions in this clause 11 do not apply to: (a) either party's liability for death or personal injury caused by negligence; (b) liability for fraud or fraudulent misrepresentation; (c) a party's liability under clause 8 (Confidentiality); or (d) any liability that cannot lawfully be excluded or limited under applicable law.

11.4 Mitigation

Each party has a duty to mitigate its losses and must take all reasonable steps to minimise any loss or damage that it may suffer in connection with this Agreement.

12. Indemnification

12.1 Customer Indemnity

The Customer will defend, indemnify, and hold harmless Bluebird Ai and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Customer's or its Authorised Users' use of the Services in breach of this Agreement; (b) Customer Data infringing or allegedly infringing a third party's Intellectual Property Rights; or (c) the Customer's breach of any applicable law.

12.2 Bluebird Ai IP Indemnity

Bluebird Ai will defend the Customer against any third-party claim that the Services as provided by Bluebird Ai infringe that third party's Intellectual Property Rights, and will indemnify the Customer for damages finally awarded by a court or agreed in settlement, provided that the Customer: (a) promptly notifies Bluebird Ai of the claim; (b) gives Bluebird Ai sole control of the defence and settlement; and (c) provides reasonable assistance to Bluebird Ai at Bluebird Ai's expense. This obligation does not apply where the alleged infringement arises from the Customer's modifications, combinations with third-party services, or use contrary to the Documentation.

12.3 Remedies for IP Claims

If Bluebird Ai reasonably believes the Services may become subject to an infringement claim, Bluebird Ai may, at its option and expense: (a) procure the right for the Customer to continue using the Services; (b) modify the Services to be non-infringing; or (c) terminate the Agreement and refund the Customer a pro-rata portion of prepaid unused Fees. This clause 12.2–12.3 sets out Bluebird Ai's entire liability for intellectual property infringement.

13. Suspension of Services

Bluebird Ai may suspend the Customer's access to the Services (in whole or in part) immediately, without prior notice, in any of the following circumstances:

the Customer fails to pay Fees by the due date and does not remedy the failure within seven (7) days of written notice;
the Customer materially breaches this Agreement (including the Acceptable Use Policy) and fails to remedy the breach within fourteen (14) days of written notice;
Bluebird Ai is required to do so by applicable law or a regulatory or governmental authority;
the suspension is necessary to protect the security, availability, or integrity of the Services or other customers; or
the Customer becomes insolvent, is placed in administration, liquidation, or receivership, or makes an assignment for the benefit of creditors.

Bluebird Ai will endeavour to give advance notice of suspension where it is reasonably practicable to do so. Suspension does not relieve the Customer of its obligation to pay outstanding Fees.

14. Term and Termination

14.1 Term

This Agreement commences on the date the Customer first accesses the Services or executes an Order Form (whichever is earlier) and continues until terminated in accordance with this clause.

14.2 Termination for Convenience

Either party may terminate this Agreement for convenience by providing at least thirty (30) days' written notice to the other party. Termination will take effect at the end of the current billing cycle. No refund of prepaid Fees is due upon termination for convenience by the Customer unless otherwise agreed.

14.3 Termination for Cause

Either party may terminate this Agreement with immediate effect by written notice if: (a) the other party materially breaches this Agreement and fails to remedy the breach within thirty (30) days of written notice specifying the breach; or (b) the other party becomes insolvent, is placed in administration, liquidation, or receivership, or makes an assignment for the benefit of creditors.

14.4 Effect of Termination

Upon termination or expiry of this Agreement for any reason: (a) all licences granted under this Agreement will immediately cease; (b) each party must promptly return or destroy the other party's Confidential Information; (c) the Customer will lose access to the Services and all Customer Data stored therein (subject to clause 7.7); and (d) all accrued rights, liabilities, and obligations of the parties will survive.

14.5 Surviving Clauses

Clauses 1 (Definitions), 6 (Intellectual Property Rights), 7.7 (Data Deletion), 8 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnification), 14.4 (Effect of Termination), 15 (Dispute Resolution), and 16 (General) survive termination or expiry of this Agreement.

15. Dispute Resolution

15.1 Negotiation

If a dispute arises between the parties in connection with this Agreement, a party must give the other party written notice describing the dispute in reasonable detail (a "Dispute Notice"). Within ten (10) business days of the Dispute Notice, authorised representatives of each party must meet (in person, by telephone, or by videoconference) and attempt in good faith to resolve the dispute.

15.2 Mediation

If the dispute is not resolved within twenty (20) business days of the Dispute Notice (or such longer period as the parties may agree in writing), either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) or such other mutually agreed mediator, in accordance with the ADC's mediation guidelines. The costs of mediation will be shared equally unless otherwise agreed.

15.3 Court Proceedings

If the dispute is not resolved through mediation within thirty (30) days of the referral to mediation (or such longer period as the parties agree), either party may commence court proceedings. Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief.

15.4 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 and the Federal Court of Australia, and waives any objection to proceedings in those courts on the ground of inconvenient forum.

16. International Customers

16.1 Export Controls

The Customer agrees to comply with all applicable export control laws and regulations, including those of Australia and any other jurisdiction from which the Customer accesses the Services. The Customer represents that it is not located in, or a national or resident of, any country subject to a government embargo or designated as a "terrorist supporting" country by Australia, the United States, or the European Union.

16.2 Local Laws

The Customer is responsible for determining whether the Services are suitable for use in the Customer's jurisdiction and for complying with all local laws applicable to the Customer's use of the Services. Bluebird Ai makes no representation that the Services are appropriate or available in jurisdictions outside Australia.

16.3 Currency and Taxes

Fees are charged in US Dollars (USD) unless otherwise specified. International customers are responsible for any currency conversion costs and for meeting their obligations under their local tax laws, including value-added tax, goods and services tax, or withholding tax obligations.

17. General Provisions

17.1 Entire Agreement

This Agreement (including all Order Forms and Schedules) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

17.2 Order of Precedence

In the event of a conflict between documents forming part of this Agreement, the order of precedence is: (1) Order Form; (2) these Terms and Conditions; (3) any other Schedules or policies incorporated by reference.

17.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the provision will be severed from the Agreement. The remaining provisions will continue in full force and effect.

17.4 Waiver

No failure or delay by a party in exercising any right or remedy will constitute a waiver of that right or remedy. A waiver of any breach of this Agreement will not be construed as a waiver of any subsequent breach.

17.5 Assignment

The Customer may not assign, transfer, novate, or otherwise deal with any of its rights or obligations under this Agreement without Bluebird Ai's prior written consent (not to be unreasonably withheld). Bluebird Ai may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganisation, or sale of substantially all of Bluebird Ai's assets, with written notice to the Customer.

17.6 Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, government actions, pandemics, internet or telecommunications failures, or civil unrest (each a "Force Majeure Event"). A party affected by a Force Majeure Event must promptly notify the other party, and the affected party's obligations will be suspended for the duration of the event. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement on written notice without liability.

17.7 Notices

All notices under this Agreement must be in writing and delivered by: (a) email to the addresses set out in the relevant Order Form or account profile (effective on confirmed receipt or the next business day); or (b) registered post to the party's registered address (effective three business days after posting). Notices to Bluebird Ai must be copied to: legal@bluebird.com.au.

17.8 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.

17.9 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement creates any rights in any third party.

17.10 Counterparts and Electronic Execution

This Agreement may be executed in counterparts, each of which will be deemed an original. Electronic signatures and acceptances (including click-through acceptance) are legally binding and have the same effect as handwritten signatures.

17.11 Language

This Agreement is written in English. To the extent that any translation of this Agreement is made available, the English version will prevail in the event of any inconsistency.

Schedule 1 — Data Processing Addendum (DPA)

This Data Processing Addendum ("DPA") forms part of the Agreement between Bluebird Ai and the Customer and supplements clause 7 of the Terms and Conditions.

DPA 1. Subject Matter and Duration

Bluebird Ai processes Personal Information on behalf of the Customer for the purpose of providing the Services. Processing commences when the Customer first submits Customer Data to the Services and continues until termination of the Agreement.

DPA 2. Nature and Purpose of Processing

Processing activities include: storage, retrieval, analysis, and display of Customer Data as required to operate and deliver the Services; transmission of data to authorised subprocessors necessary for service delivery; and any other processing activities necessary to provide the Services as described in the Documentation.

DPA 3. Types of Personal Information

The types of Personal Information processed depend on Customer Data submitted by the Customer and may include contact details (name, email, phone number), professional information, communication records, and any other data the Customer uploads to the Platform.

DPA 4. Data Subjects

Data subjects may include the Customer's employees, contractors, clients, and other individuals whose Personal Information is contained in Customer Data.

DPA 5. Subprocessors

The Customer authorises Bluebird Ai to engage subprocessors to assist in providing the Services. Bluebird Ai maintains a list of current subprocessors available at https://www.ultragent.ai/subprocessors and will provide at least thirty (30) days' notice before adding new subprocessors that process Personal Information.

DPA 6. Security

Bluebird Ai will implement and maintain technical and organisational measures appropriate to the risk, including: encryption of data in transit using TLS 1.2 or higher; encryption of data at rest; role-based access controls; regular security patching; vulnerability scanning; and incident response procedures.

DPA 7. Assistance with Data Subject Rights

Bluebird Ai will provide the Customer with reasonable assistance (taking into account the nature of the processing) to respond to requests from individuals exercising their rights under applicable privacy laws, including rights of access, correction, deletion, and data portability.

Contact Information

Bluebird Ai Pty Ltd
7 Gracemere Crescent, Glenorie NSW 2157, Australia
ABN: 85 696 013 788 | ACN: 696 013 788
Email: legal@bluebird.com.au
Website: www.ultragent.ai

For privacy enquiries, please contact our Privacy Officer at privacy@bluebird.com.au.

Terms and Conditions of Service