Service Agreement

1. Parties

This Service Agreement ("Agreement") is between:

• Provider — Calvin Kennedy, sole trader, ABN to be confirmed, trading as calvinkennedy.com ("we", "us", "our").
• Client — the dental practice or business entity identified in the onboarding form ("you", "your").

By subscribing to the Service, you agree to the terms set out in this Agreement.

2. Service description

We provide an automated missed-call SMS notification service ("the Service"). When a call to your practice phone number goes unanswered, the system automatically sends a single SMS to the caller's mobile number. The SMS contains:

• Your practice name
• A brief factual message acknowledging the missed call
• A link to your online booking page (if applicable)
• An opt-out instruction ("Reply STOP to opt out")

The Service is provided on a best-effort basis. We do not guarantee SMS delivery, as delivery depends on mobile carriers, handset availability, and network conditions outside our control.

3. Fees and payment

All fees are in Australian dollars and exclude GST. If we become registered for GST, GST will be added at the prevailing rate. We will provide a tax invoice for each payment.

If a payment fails, we will notify you and retry within 3 business days. If payment remains outstanding for more than 14 days, we may suspend the Service until the balance is cleared.

4. Money-back guarantee

If the Service does not catch at least 3 missed patient enquiries within your first 30 days of active use, we will refund your first monthly fee in full upon request. To claim, email us within 7 days after the 30-day period ends. The setup fee is non-refundable under this guarantee.

5. Term and cancellation

This Agreement is month-to-month with no lock-in contract. Either party may cancel at any time by providing written notice (email is sufficient). Upon cancellation:

• The Service will continue until the end of the current paid billing period.
• No refund is provided for unused days in the current billing period.
• The setup fee is non-refundable after the 30-day guarantee period.
• We will delete your data in accordance with Section 11 (Data retention and deletion).

6. Your obligations

As a Client, you agree to:

6.1 Phone greeting / IVR update

Update your practice phone greeting or IVR (interactive voice response) to inform callers that if their call is missed, they may receive an SMS. For example: "If we miss your call, we'll send you a text so you can book online." This disclosure supports compliance with the Spam Act 2003.

We provide ready-to-use phone greeting scripts for common setups. See the onboarding guide for scripts and recording instructions.

6.2 Spam Act compliance

You are responsible for ensuring that the SMS content sent on your behalf complies with the Spam Act 2003 (Cth). In particular:

• The default SMS template is a designated commercial electronic message (DCEM) under Schedule 1 of the Spam Act — it is factual in nature (acknowledging a missed call) and does not require prior consent.
• If you request changes to the SMS content that make it promotional (e.g., adding offers, discounts, or marketing language), you are responsible for ensuring appropriate consent exists under the Spam Act. We will advise you if proposed content may change the classification.
• You must honour all STOP/opt-out requests. Our system processes opt-outs automatically, but you must not contact opted-out individuals through other channels for the same purpose.

6.3 Business details

Provide us with your ABN (Australian Business Number), correct practice name, and current contact details. Notify us promptly if any of these change.

6.4 Privacy obligations

Maintain a privacy policy that covers your use of automated SMS notifications and discloses that patient phone numbers may be processed by third-party service providers. If you are covered by the Privacy Act 1988 or the NSW Health Records and Information Privacy Act 2002, you are responsible for meeting your obligations under those laws.

6.5 Lawful use

Use the Service only for lawful purposes. Do not use the Service to send messages that are misleading, deceptive, harassing, or in breach of any applicable law.

7. Our obligations

7.1 Service availability

We target 99% uptime for the Service, measured monthly. This excludes scheduled maintenance (which we will notify you about in advance) and outages caused by third-party providers (Twilio, mobile carriers, hosting platforms).

7.2 Opt-out processing

We will process STOP replies automatically and ensure opted-out numbers do not receive further messages through the Service. Opt-outs are processed within 1 business day.

7.3 Support

We will provide email support at hello@calvinkennedy.com during business hours (Monday to Friday, 9am-5pm AEST). We aim to respond to support requests within 1 business day.

7.4 Security

We will take reasonable steps to protect the data processed through the Service, including encryption in transit (TLS), access controls, and secure credential storage.

8. Data processing

8.1 Roles

For the purposes of this Agreement, you are the data controller — you determine the purposes and means of processing patient phone numbers. We are the data processor — we process phone numbers on your behalf solely to deliver the Service.

8.2 Data collected

The Service processes the following personal information:

• Caller phone number (from the missed call)
• Date and time of the missed call
• SMS delivery status
• Opt-out status

We do not collect caller names, health information, or any other personal details beyond what is listed above.

8.3 Purpose limitation

We will only process personal information for the purpose of delivering the Service. We will not use the data for our own marketing, sell it to third parties, or use it for any purpose other than operating the Service on your behalf.

8.4 Sub-processors

We use the following sub-processors to deliver the Service:

By agreeing to this Agreement, you acknowledge and consent to the cross-border transfer of personal information to these US-based sub-processors. Each sub-processor is bound by their own privacy and security commitments.

We will notify you before adding any new sub-processors and give you the opportunity to object.

8.5 Breach notification

If we become aware of a data breach that affects personal information processed through the Service, we will notify you within 72 hours of becoming aware of the breach. The notification will include the nature of the breach, the data affected, and the steps we are taking to address it.

9. SMS content and approval

We will provide you with a default SMS template during onboarding. You may request changes to the template, subject to the following:

• All SMS messages must include your practice name, accurate sender identification, and a STOP opt-out instruction, as required by the Spam Act 2003.
• Messages must not exceed 160 characters (standard SMS length) unless agreed otherwise.
• We reserve the right to reject proposed content that we reasonably believe is misleading, non-compliant with the Spam Act, or harmful to our reputation or platform.

10. Intellectual property

We retain all intellectual property rights in the Service, including the software, systems, and processes used to deliver it. This Agreement does not transfer any IP rights to you. Your practice name, branding, and content remain your property.

11. Data retention and deletion

• Call and SMS records are retained for 12 months from the date of the event.
• Opt-out records are retained for the duration of the Service (to ensure we continue to respect opt-outs).
• Upon termination of this Agreement, we will delete all your data within 30 days, except where retention is required by law. Opt-out records will be retained to prevent future messages to opted-out numbers.
• You may request deletion of specific records at any time by emailing hello@calvinkennedy.com.

12. Limitation of liability

12.1 Liability cap

To the maximum extent permitted by law, our total liability to you under or in connection with this Agreement is limited to the total fees you have paid to us in the 3 months immediately before the event giving rise to the claim.

12.2 Exclusions

We are not liable for:

• SMS delivery failures caused by mobile carriers, network outages, handset issues, or number porting.
• Any loss, damage, or claim arising from SMS content you have requested or approved.
• Indirect, consequential, or incidental losses, including loss of revenue, loss of patients, or reputational damage.
• Downtime or service interruptions caused by third-party providers (Twilio, Vercel, Neon, mobile carriers).

12.3 Australian Consumer Law

Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee or right under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010) that cannot be excluded, restricted, or modified by agreement. If the Australian Consumer Law applies to you as a consumer, our liability for breach of a non-excludable consumer guarantee is limited, to the extent permitted by law, to resupplying the Service or paying the cost of having the Service resupplied.

13. Indemnity

You agree to indemnify and hold us harmless from any claim, loss, liability, cost, or expense (including reasonable legal fees) arising from:

• Your breach of this Agreement.
• SMS content you have requested or approved that breaches the Spam Act 2003 or any other applicable law.
• Your failure to update your phone greeting or IVR as required by Section 6.1.
• Your failure to maintain a compliant privacy policy as required by Section 6.4.
• Any claim by a third party (including patients) arising from your use of the Service.

14. Dispute resolution

This Agreement is governed by the laws of New South Wales, Australia. If a dispute arises under this Agreement, the parties agree to the following process:

1. Negotiation — the parties will first attempt to resolve the dispute through good-faith negotiation within 14 days of written notice.
2. Mediation — if negotiation fails, the parties will attempt mediation through a mediator agreed upon by both parties (or, failing agreement, appointed by the Resolution Institute). Each party bears their own mediation costs.
3. Litigation — if mediation fails, either party may pursue the dispute in the courts of New South Wales.

15. Force majeure

Neither party is liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond the party's reasonable control, including but not limited to:

• Telecommunications provider outages (including Twilio service disruptions)
• Cloud infrastructure or hosting platform failures (including Vercel and Neon outages)
• Mobile carrier network issues or SMS delivery disruptions
• Internet service provider outages
• Natural disasters, pandemics, or government-imposed restrictions
• Power failures or utility disruptions

The affected party must notify the other party as soon as reasonably practicable and take reasonable steps to mitigate the impact. If the force majeure event continues for more than 30 consecutive days, either party may terminate this Agreement by written notice without liability.

16. General

15.1 Entire agreement

This Agreement, together with our Privacy Policy, constitutes the entire agreement between the parties regarding the Service and supersedes all prior discussions and agreements.

15.2 Amendments

We may update this Agreement from time to time. We will notify you of material changes at least 14 days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated terms.

15.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

15.4 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement to a successor in the event of a business transfer, provided the successor agrees to be bound by the same terms.

15.5 Notices

All notices under this Agreement must be in writing and sent by email. Notices to us should be sent to hello@calvinkennedy.com. Notices to you will be sent to the email address provided during onboarding.

17. Contact

For questions about this Agreement, contact:
Calvin Kennedy
hello@calvinkennedy.com
calvinkennedy.com