Terms and Conditions

These Terms and Conditions (“Terms”) are a legally binding agreement between Cloutly Co Pty Ltd (ACN 637 155 045) (“Cloutly”, “we”, “us”, “our”) and the person or entity that registers for, subscribes to, or uses the Cloutly platform (“Customer”, “you”, “your”).

By creating an account, subscribing to a plan, signing an Order Form, or accessing or using the Service, you agree to be bound by these Terms. If you are accepting on behalf of a company or other organisation, you represent that you have authority to bind that organisation. If you do not agree to these Terms, do not use the Service.

The Service is a business tool. It is provided to businesses and other organisations for their business purposes, and is not intended for personal, domestic or household use. Where you deal with us as a “consumer” within the meaning of the Australian Consumer Law or an equivalent law, nothing in these Terms limits rights that cannot lawfully be excluded (see clause 22).

These Terms apply to new customers from 4 September 2026. For customers who accepted an earlier version of these Terms (last published September 2021), these Terms take effect on 5 October 2026, or at the start of your next billing period after that date, whichever is later.

1. Definitions

“AI Assistant” means a third-party conversational AI product (for example Claude, ChatGPT or Microsoft Copilot) through which an Authorised User may access the Service where we make that available, including via the Model Context Protocol.

“Authorised User” means an individual authorised by the Customer to access the Service under the Customer’s account, such as the Customer’s employees, contractors, franchisees and team members.

“Connected System” means a third-party system the Customer connects to the Service — for example a booking, appointment, reservation, point-of-sale, CRM, accounting, messaging or automation tool — so that data can flow between it and the Service.

“Contact Data” means the names, email addresses, phone numbers and other personal information of the Customer’s own customers, clients, guests or contacts (“Review Recipients”) that the Customer imports into, enters in, or syncs from a Connected System to the Service in order to send Review Invitations or other communications, together with any visit, appointment or transaction context received with it.

“Customer Data” means all data, content and materials submitted to, uploaded to, synced to, or ingested by the Service by or on behalf of the Customer, including Contact Data, Review Content, Staff Data, Listing Records and messaging content.

“Listing Record” means the details the Customer maintains in the Service about each of its locations — such as name, address, phone number, website, description, categories, trading hours and special hours — as the Customer’s own record of what should appear on Review Platforms and directories.

“Order Form” means a proposal, order form, quote, statement of work or enterprise agreement issued by Cloutly and accepted by the Customer that sets out plan, scope, fees, term or other commercial terms.

“Output” means any suggested reply, classification, severity grade, signal, summary, brief, report, answer, insight, analysis, recommendation, attribution, listing comparison, measurement or other content generated by the Service, including content generated using artificial intelligence.

“Review Content” means reviews, ratings, testimonials, survey responses, feedback, photographs, videos and related content submitted by Review Recipients, collected by the Service from Review Platforms or public sources the Customer monitors, or imported by the Customer from its own feedback channels, and any responses to that content.

“Review Invitation” means an email, SMS or other message sent through the Service inviting a Review Recipient to leave a review, rating, testimonial or feedback.

“Review Platform” means a third-party platform on which reviews or business listings are hosted or published (for example Google, Facebook, TripAdvisor or Yelp).

“Service” means the Cloutly platform: a customer-experience and reputation platform that helps businesses request, collect, monitor, respond to, analyse and act on customer reviews and feedback. Depending on plan, it includes review requesting by email and SMS; a review and message inbox with response workflows and approvals; AI-assisted reply drafting; review, chat and lead-capture widgets; video and written testimonial tools; signals, insights, scorecards and reporting; question answering over the Customer’s data (“Ask”); staff attribution and leaderboards; listing management and publishing; AI-search visibility measurement; hosted public business pages; integrations with Review Platforms and Connected Systems; a mobile app; and any related dashboards, APIs, AI Assistant connectors and support.

“Staff Data” means the names, roles, locations and aliases of the Customer’s staff that the Customer records in the Service or syncs from a Connected System, and the association between a staff member and the Review Content that mentions them.

“Subscription Term” means the period of the Customer’s subscription as selected at sign-up or specified in an Order Form, including any renewal periods.

“White-Label Partner” means a third party authorised by Cloutly to resell or provide access to the Service under its own brand.

2. The Service

2.1 Cloutly grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, for the Customer’s internal business purposes, in accordance with these Terms and the plan or Order Form the Customer has selected.

2.2 The Service helps the Customer understand and manage its customer experience and reputation. It is a tool for requesting, organising, analysing, responding to and displaying reviews and feedback, and for keeping listings accurate. It is not a substitute for the Customer’s own judgment, or for its legal, regulatory, food-safety, workplace-safety, employment or advertising-compliance obligations.

2.3 Cloutly does not control, and is not responsible for, the customers, clients, guests or members of the public who choose to leave (or not leave) reviews about the Customer, or the content of any review. The Service provides facilities to request, monitor, analyse and respond to reviews; it does not generate reviews on the Customer’s behalf.

2.4 Cloutly does not guarantee any particular outcome — including any increase in the number, rating or visibility of reviews, any change in how the Customer is described by search engines or AI Assistants, or any improvement in an operational metric — and does not guarantee that the Service can be used with every website, Review Platform or Connected System.

2.5 Cloutly may improve, modify or update the features of the Service from time to time, provided it does not materially reduce the core functionality of the Service during a paid Subscription Term. Where a change is a beneficial improvement, we may apply it automatically; where a change would materially and detrimentally affect the Customer, clause 27.1 applies.

2.6 Beta and preview features. We may offer features labelled beta, preview, early access or similar. These are provided for evaluation, may be changed or withdrawn at any time, may be subject to additional terms, and are provided without the warranties in clause 22.2 or any service level.

2.7 Free plans and trials. Where we offer a free plan or trial, it is provided as-is, may be limited in features, locations, usage or duration, may include Cloutly branding, and may be modified, suspended or withdrawn at any time on reasonable notice. Free accounts that remain inactive for an extended period may be closed and their data deleted in accordance with the Privacy Policy.

3. Accounts, roles and Authorised Users

3.1 The Customer is responsible for: (a) the accuracy of the information provided at registration; (b) maintaining the confidentiality of account credentials; (c) all activity that occurs under its account and by its Authorised Users; and (d) ensuring its Authorised Users comply with these Terms.

3.2 Accounts may not be shared, except that the Customer’s own Authorised Users may access the account. Anyone accessing the account under the Customer’s credentials is treated as authorised by the Customer and able to bind the Customer.

3.3 Roles and scoping. The Service lets the Customer assign roles to Authorised Users and limit each user’s access to particular locations, brands or groups, and — where enabled — to particular data sources. The Customer is responsible for configuring and maintaining those permissions so that each Authorised User sees only what the Customer intends, and for removing access when a person leaves. Cloutly enforces the permissions the Customer sets; it does not decide who in the Customer’s organisation should see what.

3.4 Single sign-on. Where the Customer or its Authorised Users sign in through a third-party identity provider (for example Google or LinkedIn), that provider’s terms apply to the identity service, and the Customer remains responsible for access under its account.

3.5 Mobile app. Use of the Cloutly mobile app is also subject to the terms of the app store from which it is downloaded. The Customer is responsible for devices on which the app is installed under its account.

3.6 Access to the Service may be limited by plan — for example, by the number of Authorised Users, locations, contacts, messages, queries or credits included. The Customer must not attempt to circumvent those limits.

3.7 The Customer must not impersonate any person, or use another person’s credentials, and must notify us promptly at support@cloutly.com if it becomes aware of any unauthorised access to or use of its account.

4. Review Invitations and messaging

4.1 The Service enables the Customer to send Review Invitations and other communications to Review Recipients by email and SMS, including automatically after a visit, appointment or transaction recorded in a Connected System. The Customer is solely responsible for its communications, for the Contact Data it uploads or syncs, and for the triggers and timing it configures.

4.2 Consent and lawful basis. The Customer must ensure that, for every Review Recipient it contacts through the Service, it has a lawful basis and any consent required to send that communication by the relevant channel. The Customer must only upload, sync and message contacts it is entitled to contact.

4.3 Messaging compliance. The Customer is responsible for complying with all laws that apply to its communications, including, as applicable: the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth) in Australia; the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and messaging-industry requirements such as A2P 10DLC registration and carrier codes of conduct in the United States; and the GDPR, the UK GDPR and the ePrivacy rules in the EU and UK. This includes providing accurate sender identification, a functioning unsubscribe or opt-out mechanism, and honouring opt-out requests promptly.

4.4 Opt-outs and suppression. The Service provides unsubscribe links in emails, STOP-style opt-out handling for SMS, and configurable frequency caps and quiet periods. The Customer must not attempt to defeat, remove or circumvent these mechanisms, and must not contact any Review Recipient who has opted out.

4.5 Sender registration. Where the Customer uses a dedicated sending number, sender ID or domain, the Customer must provide accurate registration information and comply with the applicable carrier, platform and Review Platform requirements. We may require verification before enabling certain sending features.

4.6 Suspension for abuse. We may suspend or throttle messaging, or suspend the account, where reasonably necessary to protect the Service, our sending infrastructure and reputation, our other customers, or recipients — for example, in response to high spam-complaint or opt-out rates, carrier or platform violations, or suspected unlawful use. We will restore access promptly once the issue is resolved.

5. Reviews and Review Platforms

5.1 The Service interoperates with third-party Review Platforms, both through connections the Customer authorises and by reading publicly available review pages the Customer chooses to monitor. Each Review Platform is controlled by its operator and governed by its own terms and policies. Cloutly does not control, and is not responsible for, a Review Platform’s availability, policies, content-moderation decisions, or removal or display of any review, or for gaps or delays in the review history available from it.

5.2 The Customer must comply with the terms and policies of each Review Platform it uses through the Service. In particular, the Customer must not use the Service to solicit, publish or manipulate reviews in a way that breaches a Review Platform’s policies — including prohibited “review gating” (selectively inviting only customers expected to leave positive reviews), offering incentives where the platform prohibits them, or submitting fake or misleading reviews. The Service is designed to invite every eligible customer; the Customer must not configure it otherwise.

5.3 Cloutly is not a party to any review and has no responsibility for reviews posted by the Customer’s customers or other members of the public. Any claim arising out of a review is to be pursued against the reviewer or the relevant Review Platform, not against Cloutly. The Customer is responsible for its own responses to reviews and for any Review Content it chooses to publish, embed or display (for example, through widgets, public pages or testimonials).

5.4 Direct feedback sources. Where the Customer brings its own feedback into the Service — for example survey responses, reservation feedback or internal web forms — the Customer is responsible for having collected that feedback lawfully and for deciding which Authorised Users may see it (clause 3.3).

6. Connected Systems and Listings

6.1 Connecting systems. The Customer may authorise the Service to connect to Connected Systems and to Review Platforms on the Customer’s behalf. By connecting a system, the Customer authorises Cloutly to access, read and — where the feature requires it — write the data the Customer has enabled, for the purposes of the Service, and warrants that it is entitled under that system’s terms to grant that access. The Customer may disconnect a system at any time; some features will then stop working.

6.2 Data from Connected Systems. Data received from a Connected System (for example client contact details, visit or appointment records, staff rosters, or feedback) is Customer Data. The Customer is responsible for what it chooses to sync and for any notices or consents required to use that data through the Service. Cloutly is not responsible for the accuracy or completeness of data as supplied by a Connected System, or for changes a Connected System makes to its service or API.

6.3 Listing Records. The Customer is responsible for the accuracy of each Listing Record it maintains in the Service, including trading hours, special hours and temporary closures, and for keeping any first-party source it asks us to read (for example a spreadsheet or internal export) accurate and available.

6.4 Publishing to platforms. Where the Customer connects a Review Platform that accepts updates (for example Google Business Profile), the Service can publish listing details, hours, and review responses to that platform. Publishing happens only when an Authorised User approves it or has configured an automatic rule for it. The Customer authorises each such publication as its own act, and acknowledges that a Review Platform may accept, reject, modify, delay or later revert a publication, and may take action against a profile under its own policies. Cloutly is not responsible for those decisions. For platforms without a write interface, the Service identifies discrepancies and provides a path for the Customer to fix them itself.

6.5 Discrepancy detection. Comparisons between a Listing Record and what a platform displays are produced by automated collection and matching, which can be out of date or wrong. The Customer should confirm a discrepancy before acting on it, and should not rely on the Service as the sole record of what is published about its locations.

6.6 Profile ownership. The Customer is responsible for holding, and maintaining, ownership of or authorised access to the platform profiles it connects. Cloutly can assist in identifying ownership gaps and duplicate profiles but does not control platform ownership processes.

7. Signals, alerts and escalation

7.1 The Service can identify recurring issues and emerging themes in Review Content (“signals”), grade their severity, track them over time, and — where configured — notify nominated Authorised Users when content is classified as describing a serious matter (for example a suspected food-borne illness or allergic reaction, an injury, a security incident, or discrimination or harassment).

7.2 These classifications and alerts are generated automatically from the text of reviews and feedback. They are probabilistic, may be incomplete, delayed, mis-graded or missed entirely, and depend on the Customer’s escalation configuration, notification settings and the availability of third-party delivery services.

7.3 Not an incident-reporting or emergency system. The Service is a tool to help the Customer notice and organise feedback. It is not, and must not be relied on as, an incident-reporting, food-safety, workplace-health-and-safety, security, complaints-handling, legal-compliance or emergency-response system. The Customer remains solely responsible for investigating and responding to any incident, for meeting its reporting obligations to regulators, insurers and others, and for the welfare of its customers and staff. Nothing in the Service constitutes legal, medical, safety or regulatory advice.

7.4 Actions and records. Where the Customer logs actions, notes or decisions against a signal, those records are Customer Data. They are for the Customer’s operational use and are not verified by Cloutly.

8. Subscriptions, term and renewal

8.1 The Service is offered on the plans and service levels shown at sign-up or in an applicable Order Form. The Customer may select monthly or annual billing where offered.

8.2 Monthly plans run for successive one-month periods and renew automatically each month until cancelled. The Customer may cancel a monthly plan at any time; cancellation takes effect at the end of the current paid month, and the Customer retains access until then.

8.3 Annual plans run for a twelve-month term, are paid in advance (usually at a discount to the equivalent monthly rate), and renew automatically for successive twelve-month terms unless cancelled. We will send a renewal reminder before each annual renewal, generally between 14 and 28 days before the renewal date.

8.4 The Customer may change plans or service levels at any time. Upgrades take effect immediately (with fees adjusted for the remainder of the billing period where applicable); downgrades take effect from the next billing period. A change between monthly and annual billing takes effect at the next renewal unless we agree otherwise.

8.5 Any monthly figure shown for an annual plan is provided for comparison only; the amount payable for an annual plan is the annual fee.

8.6 Enterprise and Order Forms. Where the Customer subscribes under an Order Form, the term, renewal, notice periods, pilot or evaluation periods and any exit criteria, price adjustments, included scope, professional services and tailored builds are as set out in that Order Form. Where an Order Form specifies a matter differently from clauses 8 to 11 or clause 21, the Order Form prevails for that matter (see clause 27.5).

8.7 Add-ons and usage. SMS, additional locations, additional venues beyond an Order Form’s included count, and other add-ons are charged as shown at purchase or in the Order Form.

9. Fees and payment

9.1 The Customer must pay the fees for the plan it selects, plus any usage-based charges (for example SMS credits or add-ons) and applicable taxes. Fees are set locally for each currency and region: the price for a given plan is the local price we have set for the Customer’s country or currency, as shown at the point of purchase, and is not derived by applying a currency conversion to a price set in another currency.

9.2 Prices quoted in Australian dollars (AUD) are inclusive of Australian GST where GST applies, unless an Order Form states that they are exclusive of GST. Prices quoted in United States dollars (USD) or other currencies are exclusive of any applicable sales, use, VAT or similar taxes, which are added at the point of purchase where they apply. Where our payment provider acts as merchant of record, that provider calculates, collects and remits applicable taxes, and the tax treatment applied to the Customer’s purchase is the treatment shown at checkout or on the applicable invoice.

9.3 SMS and usage credits. Certain features (including SMS) consume credits or usage allowances. Credits are consumed as messages are sent; a single message may consume more than one credit depending on length and destination. Credits and usage add-ons are non-refundable once purchased, except as required by law or as set out in clause 11.

9.4 Automatic payment. By providing a payment method, the Customer authorises recurring charges for its subscription and any usage charges on or around each billing date, until the subscription is cancelled and all amounts are paid. Customers billed by invoice under an Order Form must pay within the period stated on the invoice (30 days unless stated otherwise).

9.5 Overdue amounts. If any amount is overdue, we may suspend access to the Service on reasonable notice until payment is received, and/or recover reasonable costs of collection. Suspension does not relieve the Customer of its payment obligations.

9.6 Fee changes. We may change fees effective from the start of the next Subscription Term by giving at least 30 days’ notice before renewal. Continued use after a fee change takes effect constitutes acceptance of the new fees. Where an Order Form fixes fees or a price-adjustment formula for a period, that provision applies instead.

10. Merchant of record

10.1 Cloutly sells self-serve subscriptions and related charges through Paddle, which acts as the merchant of record for those purchases (the specific Paddle entity is identified at checkout). This means Paddle is the seller of record for the payment transaction: it processes payment, calculates, collects and remits applicable taxes, and issues the invoice or receipt.

10.2 Your purchase is also subject to Paddle’s buyer terms and privacy policy, presented at checkout, in addition to these Terms. These Terms continue to govern your access to and use of the Service.

10.3 Refunds and payment disputes are handled as set out in clause 11 and, where applicable, through Paddle. We do not receive or store full payment card numbers; card details are collected and held by Paddle.

10.4 Some long-standing accounts are billed through Stripe, and enterprise customers under an Order Form may be invoiced by Cloutly directly. In those cases the relevant billing provider’s terms (if any) apply to the payment transaction and clauses 10.1 to 10.3 apply with the necessary changes.

11. Cancellation and refunds

11.1 30-day money-back guarantee. If you are a new self-serve customer and are not satisfied with the Service, you may request cancellation and a refund of your subscription fee within 30 days of first subscribing, by written notice to support@cloutly.com stating your account name. Where the guarantee applies, we will refund the subscription fee for that initial period, through the billing provider, within 14 days of accepting the request. The guarantee applies once per customer, does not apply to consumed usage charges such as SMS credits already sent, and does not apply to subscriptions under an Order Form (which may instead include a pilot period with its own exit terms).

11.2 Monthly plans. You may cancel at any time; your cancellation takes effect at the end of the current paid month and you retain access until then. Monthly fees already paid are not refunded on a pro-rata basis, except under clause 11.1 or where required by law.

11.3 Annual plans. Annual fees are paid in advance and, except under clause 11.1 or where required by law, are non-refundable. You may cancel an annual plan to prevent renewal at the end of the current term; access continues until the end of the term you have paid for.

11.4 How to cancel. You can cancel from within your account or by written notice to support@cloutly.com. Where you cancel by email, your notice is effective when we confirm receipt. Where an Order Form specifies a notice period or method, that applies.

11.5 Termination for our breach. If we materially breach these Terms and do not remedy the breach within 14 days of your written notice, you may cancel and we will refund the pro-rata portion of any prepaid fees for the unused remainder of your term.

11.6 Refund method. Where a refund is due, it is processed through the original billing provider back to the original payment method, in the original currency of purchase. The time for funds to appear depends on that provider and your card issuer or bank. Any taxes collected are refunded in line with the provider’s tax handling for your region.

11.7 Your consumer-law rights are preserved. Nothing in this clause limits any right or remedy you have under the Australian Consumer Law or any other law that cannot lawfully be excluded (see clause 22).

12. Customer Data

12.1 Ownership. As between the parties, the Customer owns all Customer Data. Nothing in these Terms transfers ownership of Customer Data to Cloutly.

12.2 Licence. The Customer grants Cloutly a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process, analyse, index and display Customer Data solely as necessary to (a) provide, maintain, secure and support the Service; (b) generate Outputs, send communications and publish content for the Customer at its direction; (c) display content the Customer has chosen to make public (clause 16); and (d) comply with law.

12.3 Responsibility. The Customer is responsible for the accuracy, quality and legality of Customer Data (including Contact Data, Review Content, Staff Data and Listing Records) and warrants that its collection, upload, sync and use through the Service does not breach any law or any third party’s rights, and that it has provided any notices and obtained any consents required to do so.

12.4 Staff Data. Where the Customer uses staff attribution or leaderboards, the Customer is responsible for its obligations as an employer or principal — including any notice to staff, any consultation required under applicable workplace law or agreements, and any decisions it makes using attribution data. Attribution is produced by matching names in Review Content against Staff Data and is confirmed or corrected by the Customer; it may be incomplete or wrong, and the Customer should not use it as the sole basis for any employment-related decision.

12.5 Public review data and competitive intelligence. Review Content and listing information collected from publicly available sources is collected on the Customer’s instructions. This includes information about businesses the Customer does not operate: the Service provides competitor benchmarking and AI-visibility measurement, and the Customer may use those features to monitor publicly available ratings, review volumes, listing details and assistant responses concerning other businesses, including competitors. The Customer must not use those features to take action in respect of a business it is not authorised to manage — including connecting or claiming its platform profile, publishing responses or listing changes to it, sending Review Invitations in its name, or collecting reviews on its behalf — and must not use collected Review Content or competitor data for any purpose that breaches the source platform’s terms or applicable law, including unsubstantiated comparative claims.

12.6 Privacy roles. In respect of Contact Data, Staff Data and other personal information of Review Recipients, staff and other individuals within Customer Data, the Customer is the controller (or the entity responsible under applicable privacy law) and Cloutly acts as its processor / service provider, handling that personal information on the Customer’s behalf and on its instructions. Each party must comply with the privacy laws that apply to it. Our handling of personal information is described in the Cloutly Privacy Policy, which forms part of these Terms. Where required, the parties will enter into a data-processing agreement, and Cloutly’s standard data-processing terms are available on request. Cloutly’s core sub-processors and provider categories are published in the Cookie Policy; a complete, named sub-processor schedule, with change notice and a right to object, is provided to Customers under an Order Form or data-processing agreement and prevails over the published page for those Customers.

12.7 Export and deletion. The Customer may export its Customer Data at any time during the Subscription Term in a standard machine-readable format (CSV and, where enabled, the API), and may request deletion of Customer Data at any time; we will confirm when deletion is complete. Clause 25.4 applies after termination.

12.8 Aggregated data. Cloutly may create and use aggregated and de-identified data derived from use of the Service (such as usage statistics and de-identified benchmarks) to operate, secure and improve the Service, provided such data does not identify the Customer, any Review Recipient, any staff member or any other individual, and cannot reasonably be re-identified.

12.9 AI training. Cloutly does not use Customer Data to train generalised artificial-intelligence models made available to other customers, does not operate a fine-tuning pipeline on Customer Data, and requires its AI sub-processors to process Customer Data only on a per-request basis under terms that exclude use for training — except with the Customer’s prior written consent.

13. AI features, Ask and AI assistants

13.1 The Service uses artificial intelligence, including large language models operated by third-party providers and models operated by Cloutly, to: draft suggested replies to reviews and messages; classify reviews and feedback by topic, sentiment and severity and extract signals; summarise feedback and produce briefs and reports; answer questions the Customer asks of its data (“Ask”); attribute reviews to staff, dishes and services; detect listing discrepancies; measure how AI Assistants and search engines describe the Customer’s locations; transcribe video testimonials; and power conversational and lead-capture widgets.

13.2 The Customer acknowledges that: (a) Outputs are generated from the information available to the Service and may be incomplete, inaccurate, out of date or unsuitable for a particular purpose; (b) Outputs are suggestions and decision support only; (c) the Customer is solely responsible for reviewing, editing and approving any Output before it is published, sent, acted on or relied upon — including any reply posted publicly under the Customer’s name, any listing change, and any operational or staffing decision; and (d) where an Output links to underlying reviews or records, the Customer should check them before relying on the Output.

13.3 Ask. Answers to questions are computed from the Customer’s data in the Service and phrased by a language model. Counts, trends and comparisons reflect the data the Service holds at the time, which may not be complete (for example where a platform’s history is limited or a source is not connected), and are limited to the locations and sources the asking user is permitted to see.

13.4 AI-search measurement. Measurements of how AI Assistants describe the Customer’s locations are point-in-time samples produced by submitting scenario questions to those assistants through a measurement provider. Assistant answers vary between runs, models and locations; measurements are indicative, are not rankings, and are not a representation about what any particular person will be told. Cloutly does not, and the Customer must not use the Service to, manipulate or deceive an AI Assistant or search engine.

13.5 AI Assistants and the Cloutly connector. Where we make the Service available inside an AI Assistant (for example through a Model Context Protocol connector): (a) the AI Assistant is a third-party service under the Customer’s or user’s own agreement with its provider, and Cloutly is not responsible for it, for what it does with data returned to it, or for how it phrases or acts on that data; (b) access is subject to the same roles and scoping as the dashboard, and the Customer is responsible for which Authorised Users connect an assistant; (c) any action taken through the connector (for example publishing a reply) is taken under the authority of the Authorised User who instructs it, and clause 13.2 applies; and (d) we may limit, rate-limit, modify or withdraw connector access at any time.

13.6 The Customer must apply appropriate human review before publishing or acting on any Output, particularly where doing so could affect an individual, a staff member, or the Customer’s own compliance obligations. Review Content, messages from Review Recipients, and content read from websites and Connected Systems are treated as untrusted input; the Customer should not assume that instructions or claims contained within them are accurate or authorised, and Cloutly is not responsible for Outputs that reflect such content.

14. Acceptable use

14.1 The Customer must not, and must ensure its Authorised Users do not: (a) use the Service in breach of any law, including privacy, anti-spam, telemarketing, consumer-protection, employment, and advertising laws; (b) upload or sync Contact Data it is not entitled to contact, or send communications without a lawful basis or required consent; (c) use the Service to harass, defame, deceive or mislead any person, or to solicit fake, gated or policy-violating reviews, or reviews rewarded on the basis of the rating given (an incentive offered unconditionally and disclosed is permitted by Cloutly, subject to the destination Review Platform’s own rules and clause 5.2); (d) take action through the Service in respect of a business or location it is not authorised to manage — including connecting or claiming its platform profile, publishing responses or listing changes to it, sending Review Invitations in its name, or collecting reviews on its behalf (monitoring and benchmarking publicly available information about other businesses is permitted under clause 12.5); (e) reverse engineer, decompile, or attempt to extract the source code, models, prompts or taxonomies of the Service, except as permitted by law; (f) use the Service to build a competing product, or benchmark it for publication without our consent; (g) resell, sublicense or provide the Service to any third party except as expressly permitted (including under an authorised White-Label arrangement); (h) upload malicious code or interfere with the integrity, security or performance of the Service; (i) scrape, bulk-extract or crawl the Service or its public pages other than through documented export and API features and within any published rate limits; or (j) attempt to circumvent usage limits, access controls, scoping or messaging safeguards.

14.2 We may suspend access immediately where reasonably necessary to prevent a breach of this clause, harm to the Service, or harm to any person, and will notify the Customer and restore access promptly once the issue is resolved.

15. Intellectual property

15.1 Cloutly and its licensors own all intellectual property rights in the Service, including its software, models, prompt architectures, issue taxonomies, interfaces, widgets, documentation, and all improvements. No rights are granted except as expressly set out in these Terms.

15.2 As between the parties, the Customer owns its Customer Data and the Outputs generated for it, subject to Cloutly’s underlying rights in the Service. Cloutly grants the Customer a licence to use Outputs for its internal business purposes and, for Outputs the Customer chooses to publish (such as review responses and testimonials), for that publication.

15.3 Review Invitations, widgets, public pages and certain other elements of the Service may carry Cloutly branding, depending on the Customer’s plan and any White-Label arrangement.

15.4 Publicity. We may identify the Customer as a customer of Cloutly and use its name and logo in our marketing and customer lists. The Customer may opt out by contacting support@cloutly.com. We will not publish the Customer’s data, metrics or case-study details without its written consent.

15.5 If the Customer provides feedback or suggestions about the Service, we may use them without restriction or obligation.

16. Public pages and widgets

16.1 The Customer may choose to publish a Cloutly-hosted public business page for a location, and to embed review, testimonial, chat or lead-capture widgets on its own websites. By enabling these, the Customer authorises Cloutly to display the Customer’s business information and the Review Content the Customer selects publicly, on a Cloutly domain or a domain the Customer or its White-Label Partner provides.

16.2 The Customer is responsible for the content it publishes through these features — including complying with the source Review Platform’s terms on re-display of reviews, honouring any request from a reviewer to remove their content, and ensuring published business details are accurate. The Customer may unpublish a page or remove a widget at any time, after which cached copies may persist for a short period.

16.3 Visitors to public pages and widgets are the Customer’s audience. The Customer is responsible for its own privacy and cookie notices on its website; Cloutly’s Cookie Policy describes what Cloutly-hosted pages and widgets set.

17. White-label and reseller access

17.1 Where the Customer accesses the Service through a White-Label Partner, additional or different commercial terms agreed with that partner may apply to billing, support and branding. The White-Label Partner, not Cloutly, may be the Customer’s contracting party for those matters.

17.2 These Terms continue to govern the underlying operation of the Service and the handling of Customer Data. In the event of an inconsistency between these Terms and a White-Label Partner’s terms in respect of the operation of the platform or data handling, these Terms prevail to the extent of the inconsistency.

18. Affiliate program

18.1 Where we offer an affiliate or referral program, participants may earn commission by referring new customers using a unique referral link, subject to the program’s published rules and these Terms. Commission is calculated on eligible referred customer amounts (excluding taxes) at the published commission rate, and paid via the payout method we specify (for example PayPal), once the applicable payout criteria are met.

18.2 Affiliates must not: bid on Cloutly’s trademarked terms (including variations or misspellings) in paid search or content campaigns; promote Cloutly through spam, deceptive or misleading practices, or on sites involving illegal, violent, explicit or discriminatory content; use cookie-stuffing, commission-diversion or similar software; or register domains that are confusingly similar to Cloutly’s.

18.3 We may vary, suspend or terminate the affiliate program, or withhold or reverse commission for ineligible, fraudulent or reversed transactions, in accordance with the program rules.

19. Confidentiality

19.1 Each party must keep confidential all non-public information disclosed by the other in connection with these Terms, use it only for the purposes of these Terms, and disclose it only to personnel and advisers who need to know it and are bound by confidentiality obligations.

19.2 These obligations do not apply to information that is public through no fault of the recipient, already lawfully known, independently developed, or required to be disclosed by law. Customer Data (other than content the Customer has chosen to publish) is the Customer’s confidential information, and obligations in respect of personal information survive indefinitely.

20. Third-party services

20.1 The Service interoperates with third-party services — for example Review Platforms, Connected Systems, AI Assistants, email and SMS providers, hosting infrastructure, data-collection and measurement providers, payment providers, identity providers and AI model providers. Cloutly is responsible for its sub-processors as described in the Privacy Policy, but is not responsible for third-party services that the Customer separately elects to connect, authorise or use (including the Customer’s own Google, Facebook, booking, point-of-sale, CRM or AI Assistant accounts), or for changes those third parties make to their services, APIs, availability or policies, including changes that remove or limit a feature of the Service.

21. Availability and support

21.1 We use commercially reasonable efforts to make the Service available 24/7, excluding planned maintenance (notified in advance where practicable) and events beyond our reasonable control. Data from connected and monitored platforms is refreshed on a schedule that varies by source, and freshness is shown in the Service; the Service is not a real-time feed.

21.2 Support is provided by email at support@cloutly.com and through in-app chat during Australian business hours, unless a different support level, response target or account-management arrangement is agreed in an Order Form.

22. Warranties and disclaimers

22.1 Each party warrants that it has the power and authority to enter into these Terms.

22.2 We warrant that the Service will be provided with due care and skill and will perform materially in accordance with its documentation.

22.3 Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law (“ACL”), or any other law that cannot lawfully be excluded. To the extent the ACL applies and permits, our liability for breach of a consumer guarantee in respect of services is limited, at our option, to (a) resupplying the services or (b) paying the cost of having the services resupplied. If you are a customer outside Australia, any mandatory consumer or statutory rights available to you under your local law are likewise not excluded or limited by these Terms.

22.4 Except as set out in these Terms and to the maximum extent permitted by law, the Service is provided “as is” and we exclude all other warranties, whether express or implied, including fitness for a particular purpose, non-infringement, and any warranty as to results. We do not warrant that the Service will be uninterrupted or error-free; that Outputs, classifications, alerts, attributions, listing comparisons or measurements will be accurate, complete, timely or suitable for any particular decision; or that any publication to a Review Platform will be accepted or retained.

23. Liability

23.1 To the maximum extent permitted by law, neither party is liable to the other for any loss of profits, loss of revenue, loss of goodwill or business reputation, loss of anticipated savings, or any indirect, incidental, special or consequential loss, however arising.

23.2 To the maximum extent permitted by law, each party’s total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), statute or otherwise, is limited to the total fees paid or payable by the Customer under these Terms in the twelve (12) months preceding the event giving rise to the liability.

23.3 The limitations in clauses 23.1 and 23.2 do not apply to: (a) the Customer’s payment obligations; (b) either party’s liability arising from wilful misconduct or fraud; (c) the Customer’s breach of clause 14 (Acceptable use) or its indemnity obligations; or (d) liability that cannot be limited by law (including under the ACL).

23.4 Without limiting clause 23.1, Cloutly is not liable for any loss arising from: the Customer’s response to, or failure to respond to, a signal, alert or classification (clause 7); any decision made about a staff member using attribution data (clause 12.4); any publication to a Review Platform approved by the Customer (clause 6.4); the conduct of an AI Assistant or Connected System (clauses 13.5 and 20); or the Customer’s reliance on an Output without the review required by clause 13.

24. Indemnity

24.1 The Customer indemnifies Cloutly and its officers, employees and agents against claims, damages, liabilities, losses and reasonable costs arising from (a) the Customer’s Contact Data, Staff Data, Review Content or communications, including any breach of clause 4 (consent and messaging compliance) or clause 12.4 (Staff Data); (b) the Customer’s misuse of the Service or Outputs in breach of clause 14; (c) any review, response, listing change or content the Customer publishes or displays; (d) the Customer’s connection of a Connected System, Review Platform or AI Assistant in breach of that service’s terms; or (e) decisions or actions the Customer takes in reliance on Outputs, signals or alerts — except to the extent the claim arises from Cloutly’s breach of these Terms or its negligence.

24.2 Cloutly indemnifies the Customer against third-party claims that the Service, as provided by Cloutly and used in accordance with these Terms, infringes an intellectual property right, provided the Customer promptly notifies us, gives us control of the defence, and provides reasonable assistance. We may, at our option, procure the right to continue use, modify the Service to be non-infringing, or terminate the affected part of the Service and refund prepaid unused fees. This indemnity does not apply to claims arising from Customer Data, Connected Systems, or the Customer’s combination of the Service with things not supplied by Cloutly.

25. Term and termination

25.1 These Terms apply for as long as the Customer has an account or uses the Service.

25.2 Either party may terminate immediately by written notice if the other party (a) materially breaches these Terms and fails to remedy the breach within 14 days of written notice, or (b) becomes insolvent, enters external administration, or ceases to carry on business.

25.3 Cancellation for convenience and refunds are governed by clause 11 and, where applicable, the Order Form.

25.4 On expiry or termination: (a) the Customer’s right to access the Service ends, and any AI Assistant connectors, widgets and public pages stop working; (b) the Customer must pay all amounts due up to the effective date of termination; (c) for 30 days (or a longer period agreed in an Order Form), the Customer may request an export of its Customer Data in a standard machine-readable format, after which we will delete or de-identify Customer Data in accordance with the Privacy Policy and our retention obligations, and will confirm deletion on request; (d) we will, on request, disconnect the Customer’s Review Platform and Connected System authorisations; and (e) clauses which by their nature survive (including 12, 15, 19, 22–24, 25.4 and 27) survive termination.

26. Force majeure

26.1 Neither party is liable for any failure or delay in performance (other than a payment obligation) caused by events beyond its reasonable control, including natural disasters, acts of government, utility or telecommunications failures, and failures or changes of third-party infrastructure, Review Platform, Connected System, AI model or AI Assistant providers, provided the affected party takes reasonable steps to mitigate.

27. General

27.1 Variation. We may update these Terms from time to time. For material changes, we will give reasonable notice (at least 30 days where practicable) by email or in-app notice. Changes take effect on the stated effective date or at the start of the Customer’s next billing period following the notice. If a material change adversely affects the Customer, the Customer may cancel before the change takes effect, with a pro-rata refund of prepaid unused fees. Where an Order Form fixes terms for a period, changes to these Terms that would reduce the Customer’s rights under that Order Form do not apply until the Order Form’s term ends.

27.2 Assignment. Neither party may assign these Terms without the other’s consent (not to be unreasonably withheld), except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, with notice.

27.3 Notices. Notices to Cloutly must be in writing and sent to support@cloutly.com; notices to the Customer are sent to the email address on its account or to the contact named in an Order Form. Email notices are taken to be received on the next business day after sending, absent a delivery failure.

27.4 Entire agreement. These Terms, together with the Privacy Policy, the Cookie Policy, any data-processing agreement, and any Order Form, are the entire agreement between the parties regarding the Service and supersede all prior discussions.

27.5 Order of precedence. If there is an inconsistency, the following order applies, highest first: (a) a signed data-processing agreement, in respect of personal information; (b) an Order Form, in respect of the matters it expressly addresses; (c) these Terms; (d) the Privacy Policy and Cookie Policy; (e) documentation. An Order Form cannot expand the Customer’s rights to Cloutly’s intellectual property or reduce the Customer’s obligations under clauses 4, 5, 12.3–12.5 or 14 unless it expressly says so.

27.6 Severability and unfair terms. If any provision is void, unenforceable, or an unfair contract term under the ACL, it is severed or read down to the minimum extent necessary, and the remainder of these Terms continues in effect.

27.7 No waiver. A failure to enforce a right is not a waiver of that right.

27.8 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.

27.9 Governing law. These Terms are governed by the laws in force in Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction. This does not deprive a customer of the benefit of any mandatory consumer-protection law of the place where they are resident.

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Cloutly Co Pty Ltd (ACN 637 155 045)
WOTSO Workspace, Level 2, 194 Varsity Parade, Varsity Lakes QLD 4227, Australia
Email: support@cloutly.com · Web: cloutly.com