Terms of service

Introduction

These Terms are a binding agreement between RecDial Pty Ltd ACN 698 654 232 (RecDial, we, us, or our) and the business identified in an Order or whose authorised representative accepts these Terms (Customer, you, or your).

These Terms apply to recdial.com, recdial.app, the RecDial desktop application, and the calling, messaging, phone number, recording, transcription, AI, integration, support, and related services we provide together as the Services. These Terms apply only where the Services are acquired for business purposes.

If you accept these Terms on behalf of an organisation, you warrant that you are at least 18 years old and have authority to bind that organisation to these Terms. If you do not agree, do not access or use the services.

The agreement and orders

The agreement between the parties consists of any signed agreement, addendum, data processing addendum, order form, proposal, or other ordering document accepted by RecDial (each an Order), these Terms, our Acceptable Use Policy, our Privacy Policy, and any other document expressly incorporated by an Order or these Terms.

The terms of any particular written agreement executed between RecDial take precedence over these Terms to the extent of any conflict or ambiguity. The terms of any data processing addendum executed by RecDial and you takes precedence over these Terms in respect of any personal data processing that data processing addendum covers. These Terms otherwise take precedence over the Acceptable Use Policy and any other online RecDial policies to the extent of any conflict or ambiguity.

Each Order identifies the Services purchased, supported countries and destinations, subscription term, minimum quantities, included allowances, rates, and any additional service levels. RecDial retains the right to decline to accept an Order for any reason, but including on the basis of the country in which the proposed Services are proposed to be suppliedthe country of origin of the proposed Customer or any customer affiliate, the proposed number type, integration, or use case.

A Customer affiliate may use the Services which are subject to the Order only if that Customer affiliate is named in an Order. The Customer remains responsible for each named affiliate and its users.

Accounts and customer responsibilities

Accounts are for named users and may not be shared nor used by other users. When you make an Order, you warrant that legal entity of the Customer, any users, billing details, phone numbers, service addresses, and/or contact information are current and accurate. You agree to update that information from time to time to ensure that it remains current and accurate. RecDial, or its authorised persons, and Customer administrators, may add, remove, and manage authorised users. The Customer is responsible for assigning and maintain appropriate access by its users.

You are responsible for your authorised users, their compliance with these Terms (and the terms of any other agreement between you and RecDial), the security of user devices and credentials, and any activity conducted through user accounts using our Services. You must promptly remove access when it is no longer authorised and notify us at support@recdial.com if you suspect there has been a compromise or other unauthorised use of the Services.

For unauthorised calling or messaging, you are responsible for charges where that breach arose from matters within your control until the breach is reported in writing by you to support@recdial.com which is accompanied by the details of the suspected breach and the details of the user or Customer affiliate (as the case may be) associated with the compromise. RecDial is responsible for taking reasonable steps to prevent and mitigate against any unauthorised usage caused by RecDial's own security breach. . Each party must take reasonable steps to contain and investigate suspected misuse of the Services.

Access and software licence

Subject to the agreement and payment of applicable charges, RecDial grants you a limited right to access and use the Services during the applicable term for business purposes. This access is granted only to you and you may not transfer, sublicense, or assign. any access or usage rights to any person. Nothing in these Terms prevents RecDial from granting similar rights to others.

You may not resell, provide white label versions of, lease, sublicense, timeshare, provide or assign the Services as a service bureau, managed service, or other offering to a third party without the express consent of RecDial in writing executed by RecDial. You may not remove proprietary notices or use RecDial trademarks without express permission in writing executed by RecDial.

Your use requires compatible devices, supported operating systems, reliable internet access, and third party services identified in the documentation. You are responsible for obtaining and maintaining those items and installing reasonably required updates. RecDial does not, and will not, provide you nor any Customer affiliate or user with any license to use any third-party product or service which may be used by you in conjunction with the services provided by RecDial.

Service availability and changes

RecDial uses reasonable efforts to operate and support the paid Services, but does not warrant that the Services will be available at all times nor that it will be able to provide support in the case of a service failure within any fixed period of time. An Order may include a separate service level. Standard support is available through support@recdial.com on a reasonable efforts basis.

The Services may become unavailable because of maintenance, internet or power failure, carrier or provider outages, network conditions, security events, or circumstances outside our reasonable control. We may perform scheduled or emergency maintenance and will give notice where reasonably practicable.

We may add, change, replace, or discontinue features, integrations, platforms, or destinations. If, during a committed term, we materially remove a core paid feature without providing a replacement of substantially equivalent functionality, assessed on a reasonable, objective basis, we will give reasonable notice where practicable and you may terminate the materially affected Service.

Trials, previews, pilots without a paid production commitment, beta features, and complimentary accounts are provided as available, may be incomplete, and may be changed or ended at any time, subject to rights that cannot lawfully be excluded.

Telephony and emergency calling

RECDIAL DOES NOT SUPPORT EMERGENCY CALLING. CALLS TO 000 AND OTHER EMERGENCY NUMBERS ARE TECHNICALLY BLOCKED.

The Services are intended for business communications and are not a primary or replacement emergency telephone service. You must maintain a separate mobile phone, fixed line service, or other reliable way for every user to contact emergency services. Internet, power, device, carrier, or network failure may interrupt ordinary calling.

Nothing in the agreement excludes or limits a statutory duty or right that cannot lawfully be excluded or limited.

Phone numbers and porting

Phone numbers are allocated or made available for use with the Services. You receive a right to use an allocated phone number during the applicable Service term but you do not acquire ownership nor any other proprietary right (including goodwill) in any phone number allocated to or used by you nor any other Customer affiliate or user. Number availability, activation, replacement, routing, and portability depends on regulators, carriers, identity verification, technical feasibility, and applicable numbering rules.

RecDial may , acting reasonably, withdraw, replace, block, or reconfigure a number including to comply with any law, the direction of any lawful regulator, the lawful direction of any carrier, to prevent fraud or other unlawful conduct, to address any security breach or anticipated security breach, , where there is a technical necessity, or otherwise in accordance with the Acceptable Use Policy. You must not hoard, warehouse, park, spoof, or misleadingly present a phone number.

You may request to port a number out. RecDial may, in its reasonable discretion, accept a request to port a number out subject to identity and authority checks, carrier feasibility, payment of all undisputed amounts, and disclosed reasonable carrier and administration fees and any other matter which RecDial, in its reasonable discretion, considers relevant to the request. Porting must be completed before the effective termination date. We do not guarantee porting timeframes set or affected by any third party. If porting cannot be completed in time, you must agree an extension with us and continue paying applicable number and Service Charges which may apply until such time as the number is ported and the Services have ended. Numbers are not reserved after termination unless we expressly agree otherwise in writing.

Number allocation and activation are subject to carrier feasibility, identity and authority checks, and applicable numbering rules. Porting is handled under a separate port order; the port-in rate is set out in the rate schedule.

Calls, messages, and recordings

RecDial supports individual business calls and SMS initiated by a user where enabled. The Services do not authorise bulk messaging, predictive dialling, power dialling, robocalling, or automated outreach. You and your users must comply with the Acceptable Use Policy and applicable carrier requirements that we make available or notify to you.

You are responsible for complying with laws applying where you, your users, and communication participants are located, as well as any privacy regulations, surveillance, recording, telemarketing, spam, Do Not Call, caller identification, recruitment, employment, and marketing laws or regulations (howsoever described). You must obtain and retain all required consents, give all required notices, accurately identify the sender or caller, and promptly honour requests to opt out.

Recording, transcription, and AI analysis are configurable. You decide when to enable them and authorise RecDial and its subprocessors to process the resulting communications to provide the configured Services. RecDial complies with laws applying to its own supply of the Services.

Customer content and service data

Customer Content means data, communications, files, recordings, messages, contacts, recruitment information, instructions, and other material submitted to or processed through the Services, together with transcripts, summaries, notes, action items, outcomes, and other outputs generated for you. As between the parties, you retain any ownership or rights you have in respect of any material submitted by you or a proxy as assigned by you and, to the extent permitted by law, you take any rights in outputs generated by you using the Services.

For the avoidance of doubt, you are not authorised by RecDial to use the Services to infringe on the intellectual property rights (including any copyright, registered design, patent, or other intellectual property right) of any third party in any jurisdiction.

You grant, and will procure that each user grants, RecDial a licence that is not exclusive to host, copy, transmit, modify, display, and otherwise process Customer Content only as reasonably necessary to provide, secure, support, troubleshoot, and improve the operation of the Services, follow your instructions, comply with law, or enforce the agreement.

You warrant on a continuing basis that you have the rights, authority, notices, and consents needed for Customer Content and its processing. You are responsible for the lawfulness, accuracy, and use of the Customer Content. You will ensure that any applicant tracking system (howsoever described) (ATS) or another system controlled by the Customer is maintained by you as a primary recruitment record and backup. You must review synchronisation and keep copies required for legal or operational purposes. You acknowledge that RecDial is not responsible for keeping records on your behalf.

RecDial may internally use telemetry and data from which identifying information has been irreversibly removed, or that has been aggregated, to operate, secure, support, analyse, and improve the Services. We will not use that data to identify you publicly, sell customer datasets, or publish benchmarks that identify a Customer or user.

AI features

AI features can produce transcripts, summaries, action items, outcomes, and prompts that are incomplete, inaccurate, not unique, or unsuitable. You must review outputs against the underlying information and apply independent judgement before relying on them.

AI output does not replace recruitment, employment, legal, professional, or business judgement. You must provide meaningful human review before using an output in a decision that significantly affects a person.

RecDial does not use identifiable Customer Content to train general AI models. Customer Content may be sent to the AI subprocessors listed on our Subprocessors page only as needed to provide the requested feature. Service data from which identifying information has been removed, or that has been aggregated, may be used as described in these Terms and our Privacy Policy.

Third party services and integrations

You may choose to connect recruitment systems, identity providers, presence services, carriers, and other third party services. Enabling an integration authorises the data exchange reasonably required for its configured operation. Your use of a third party service is also governed by that provider's terms and privacy practices.

You are responsible for accounts, licences, permissions, configurations, and instructions associated with third party services. RecDial does not control or guarantee a third party's availability, security, data handling, pricing, continued compatibility, modification, or deletion of data. A provider or RecDial change may interrupt an integration.

Fees, usage, and taxes

You must pay the setup, subscription, user, number, calling, messaging, usage, overage, porting, professional service, and other charges stated in an Order or incurred through authorised use (Charges).

An Order may establish minimum committed quantities for users, numbers, messaging credits, or other Services. Minimums may be reduced only at renewal unless we otherwise agree with you. Active quantities above a minimum may rise or fall monthly and are billed using daily proration. Increasing active quantities does not permanently increase the committed minimum unless the parties otherwise agree in writing.

Unused monthly allowances expire without rollover, transfer, refund, or credit unless the Order says otherwise. Usage may continue automatically beyond an allowance and will be billed at the applicable overage rate unless a configured cap applies. You agree that RecDial’s and any carrier records are evidence of any usage for the purposes of billing, subject to correction of any clear and demonstrated error in those records.

Charges exclude GST and similar taxes unless expressly stated otherwise. We may add applicable taxes and issue electronic tax invoices. If an overseas payment is subject to withholding, you must pay the additional amount required for RecDial to receive the invoiced amount, excluding taxes on RecDial's net income.

If a price change is reasonably expected to cause a material increase in your Charges, we will give at least 30 days notice. You may terminate the affected Service before the change takes effect without an early termination charge. If an Order expressly states that particular prices are fixed or protected for a specified period, those prices will not change during that period.

Billing and payment

We invoice monthly in arrears and invoices are due on receipt. Direct debit through our payments provider is the default payment method unless an Order permits another method. You authorise applicable Charges to be processed using the payment instructions you provide and must keep those instructions current.

If you wish to dispute an invoice, you must do so in writing within 14 days of the date the invoice was issued. That notification must explain the basis for the dispute, and you agree to provide such further information as RecDial reasonably requires for the purpose of investigating the basis for the dispute. A dispute raised after that period may still be pursued, but does not defer the obligation to pay undisputed amounts. You must pay undisputed amounts when due without set off or deduction. We will investigate a genuine dispute in good faith and will not suspend the Services for the disputed amount while that investigation continues.

If an undisputed amount remains unpaid for 5 days after it becomes due, we may suspend the affected Services after providing you with written notice. Overdue amounts accrue interest at 1.5 percent per month, calculated daily and capped at the maximum lawful rate. You must reimburse reasonable external collection costs we incur recovering overdue amounts on an indemnity basis.

Term, renewal, and termination

Each Order states its initial subscription term. Unless the Order says otherwise, it renews for successive periods of the same length unless either party gives written notice at least 30 days before the next renewal date.

During the term of an Order, you may terminate a Service on the basis of an irremediable breach of a material term these Terms by RecDial, RecDial’s insolvency or external administration, a qualifying material price increase, material removal of a core paid feature without a substantially equivalent replacement, or on the basis of another right that cannot lawfully be excluded.

You agree that, if a breach by RecDial is remediable, you will give a notice to RecDial identifying the breach and accompanied by sufficient information to enable RecDial to understand the breach and requiring that breach to be remedied within a period no less than 30 days from the date of the notice. If the notified breach is not remedied within that period (being not less than 30 days), then you may terminate the Services by written notice to RecDial.

RecDial may terminate an Order or affected Service for convenience on 30 days written notice. If RecDial terminates for convenience, RecDial will refund any prepaid Charges for the terminated Service that relate to the period after the effective date of termination.

Either party may terminate an affected Service after a force majeure event has prevented material performance of the affected Service for 30 continuous days.

On termination, you must stop using the affected Services and software, and all Charges accrued through the effective date remain payable. The Services synchronise Customer Content, including notes, transcripts, summaries, and, where the connected system supports it, recordings, to your connected ATS or other system controlled by the customer on an ongoing basis as configured, and that ATS is intended to hold your standalone copy. You are responsible for maintaining that connection, confirming what it captures, and retrieving or exporting anything that it does not (for example, any recordings that a connected system will not accept) before date the termination takes effect. RecDial's exit obligation is limited to having synchronised Customer Content as configured up to that date; we do not provide a separate export service after termination. Account access ends on the date the termination takes effect, and Customer Content is afterwards retained and deleted in accordance with our Privacy Policy, subject to rights or obligations that cannot lawfully be excluded.

Suspension and service controls

We may investigate suspected misuse and apply, in our reasonable discretion, warnings, filters, spend controls, destination blocks, number restrictions, or suspension. Where practical, we will give you a notice and a reasonable opportunity to cure.

We may act immediately where reasonably necessary to address fraud, illegality, security risk, carrier or regulatory requirements, unusual or excessive usage, failure to pay, network harm, or urgent risk to a person, the Services, or a third party. We will limit action to the affected users, numbers, destinations, or Services where reasonably practicable.

Suspension does not remove your obligation to pay committed Charges where the suspension results from your breach, misuse, or failure to pay.

Confidentiality

Confidential Information means information that is not public and is disclosed by one party, marked confidential, or reasonably understood to be confidential from its nature and circumstances. Customer Content and security information that is not public are Confidential Information whether or not marked.

Confidential Information does not include information that the recipient can show was already lawfully known without restriction, becomes public without breach, is received lawfully from another source without restriction, or is independently developed without use of the discloser's information.

Each party must protect the other's Confidential Information using at least reasonable care and use it only for the agreement. Disclosure is permitted to personnel, advisers, contractors, subprocessors, and affiliates who need to know it and who are bound by obligations of confidences which are at least co-extensive with those contained in these Terms. A party may disclose information where legally compelled, but must give advance notice where lawful and reasonably practicable.

Intellectual property and feedback

RecDial and its licensors retain all rights in the Services, software, designs, documentation, trademarks, models, workflows, and underlying technology. Except for the limited rights expressly granted, neither party transfers its intellectual property to the other.

You may evaluate the Services internally for procurement and operational purposes. You may not reverse engineer, circumvent security, copy protected features or materials, use RecDial Confidential Information to build a competing product, or publish test or benchmark results identifying RecDial without written consent.

If you provide ideas, suggestions, or feedback, you retain any ownership you have in those ideas, suggestions, or feedback but grant RecDial a perpetual, worldwide, irrevocable licence to use and commercialise those ideas, suggestions, or feedback without restriction, attribution, royalties, or other compensation.

You permit RecDial to identify you as a customer and use your name and logo in customer lists and marketing materials, subject to reasonable brand guidelines. You may opt out by written notice. Testimonials, quotations, videos, and case studies will require your specific written approval.

Privacy and security

Our Privacy Policy explains how we handle personal information, and our Subprocessors page identifies providers that support the Services. Where required and agreed, a separately signed data processing addendum applies to covered processing.

RecDial uses reasonable administrative, technical, and organisational safeguards appropriate to the Services and information involved. No transmission or storage method is completely secure. Each party remains responsible for the security matters it controls.

Warranties and statutory rights

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED AS AVAILABLE AND WITHOUT WARRANTIES NOT EXPRESSLY STATED IN THE AGREEMENT.

RecDial does not warrant that the Services, integrations, telecommunications networks, Customer Content, or AI outputs will be uninterrupted, free from errors, complete, accurate, secure, or suitable for every purpose. You are responsible for deciding whether the Services meet your requirements and for maintaining appropriate business continuity and backup arrangements.

Nothing in the agreement excludes, restricts, or modifies a consumer guarantee, statutory right, or remedy that cannot lawfully be excluded. Where permitted for Services not ordinarily acquired for personal, domestic, or household use, RecDial's liability for breach of a guarantee that cannot be excluded is limited, at our option, to resupplying the Services or paying the reasonable cost of resupply.

Indemnities

To the extent permitted by law, you indemnify RecDial and its officers, employees, and contractors against claims by a third party, losses, liabilities, and reasonable external legal costs caused by unlawful Customer Content, missing recording or messaging consent, infringement of another person's rights (including such rights which attach to information which is confidential to that third party or of a kind which may be confidential to that third party, and including any intellectual property rights which subsist in any material provided or disclosed by you or any user associated with you), fraud, spoofing, impersonation, deliberate misuse, or your material breach of the Acceptable Use Policy.

The indemnity is reduced to the extent RecDial directly caused the loss. We must promptly notify you of a claim which is indemnified under this agreement and provide reasonable cooperation. You may control the defence with our reasonable oversight, but may not settle in a way that admits fault by or imposes an obligation on RecDial without our written consent.

RecDial will defend you and your officers, employees, and contractors against a claim by a third party alleging that the Services, as supplied by RecDial and used in accordance with the agreement, infringe that third party's intellectual property . rights, and will pay the damages finally awarded or reasonably agreed in settlement. If such a claim arises, or RecDial reasonably believes one may, RecDial may modify the Services, obtain a right for you to continue using them, or terminate the affected Service and refund prepaid unused Charges. You agree that RecDial is not responsible for, and will have no liability in respect of, a claim arising from Customer Content, use of the Services in breach of these Terms (or the terms of any other agreement between RecDial and you), combination of the Services with items RecDial did not provide, modifications to the Services which RecDial did not make or publish, nor wilful misconduct by you. The notice, cooperation, and settlement process above applies to this indemnity with the parties' roles reversed, and this paragraph states your exclusive remedy for intellectual property claims by a third party relating to the Services.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE LOSS, OR FOR INDIRECT LOSS OF PROFIT, REVENUE, OPPORTUNITY, GOODWILL, OR BUSINESS CONTINUITY.

To the maximum extent permitted by law, each party's aggregate liability arising from or related to an affected Order, the Services, or the agreement is limited to the Charges paid or payable under the affected Order in the 12 months before the event giving rise to the claim. Where no Charges were paid or payable for a free Service, no monetary liability applies except for liability that cannot lawfully be limited and the exceptions below.

The cap does not apply to fraud, wilful misconduct, death nor personal injury caused by negligence, nor does it apply to the Customer's payment obligations, the Customer's indemnity obligations, the Customer's breach of the Acceptable Use Policy, nor infringement of a third party's intellectual property rights, nor liability that cannot lawfully be limited. The limitations apply regardless of legal theory and even if a remedy fails of its essential purpose.

Dispute resolution

A party raising a dispute must give written notice describing the facts, relevant agreement provisions, and requested outcome. Senior representatives must then try in good faith to resolve it for 30 days.

If unresolved, either party may refer the dispute to mediation in Sydney, New South Wales, Australiaunder the Resolution Institute Mediation Rules. The parties will share the mediator's fees equally and bear their own professional costs. If the dispute remains unresolved 30 days after mediation is requested, either party may commence court proceedings.

This process does not prevent urgent injunctive relief, action needed to protect the Services or Confidential Information, or recovery of an undisputed debt. The laws of New South Wales, Australia and Australia govern the agreement, and the parties submit to the exclusive jurisdiction of New South Wales courts and competent Commonwealth courts.

Changes to these Terms

We may update these Terms by publishing a revised version at this URL and changing the effective date. Any updates to these terms, will be published on this URL at least 30 days prior to becoming effective. We may also notify you or request express acceptance, and will do so where required by law. Changes apply from their stated effective date. If a change has a material adverse effect on you, you may terminate the affected Service by written notice before the change takes effect, without an early termination charge. Continued use after the Effective Date means you accept the revised Terms.

You must keep your account email current and review notices we send. The specific notice and exit rights for material price changes, material removal of core paid features, and material Acceptable Use Policy restrictions continue to apply despite this general clause.

General terms

Assignment

You may not assign or transfer the agreement without RecDial's prior written consent, which will not be unreasonably withheld. RecDial may assign it to an affiliate or in connection with a merger, acquisition, financing, restructure, or sale of all or part of its business without prior notice or consent.

Force majeure

Neither party is liable for delay or failure caused by an event outside its reasonable control, except for accrued payment obligations. The affected party must give prompt notice where practicable and take reasonable steps to mitigate the effect. Either party may terminate an affected Service if material performance is prevented for 30 continuous days.

Notices

RecDial may send notices to the current account email. Notices to RecDial must be sent to support@recdial.com. An email is treated as received on the next business day in New South Wales, Australia unless the sender receives a delivery failure.

Entire agreement

The agreement is the entire agreement about its subject and replaces prior discussions and representations about that subject. Purchase order or procurement terms do not modify it unless RecDial expressly signs them.

Relationship and third party rights

The parties are independent contractors. The agreement does not create a partnership, employment, fiduciary, or agency relationship and does not give enforcement rights to a third party.

Severability, waiver, and survival

If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining agreement continues. A failure to enforce a provision is not a waiver. Provisions that by their nature should survive termination do so, including payment, ownership, confidentiality, indemnity, liability, dispute, and general provisions.

Interpretation

Headings are for convenience only. The words including and includes mean including without limitation. The singular includes the plural and vice versa. English is the controlling language.

Contact us

Questions and formal notices about these Terms may be sent to: