Chargetree Pty Ltd ABN 56 671 867 137 (Chargetree, we, us, our) of New South Wales, Australia.

These Terms of Service (Terms) govern the supply of the Chargetree platform and related services to the business customer that registers for or uses the Services (Client, you, your). By registering for an account, clicking to accept, making payment, or using the Services, you agree to these Terms on behalf of the Client and warrant that you are authorised to bind the Client. If you do not agree, do not use the Services.

1. Definitions and interpretation

1.1 In these Terms:

• “Authorised User” means an individual the Client permits to access the Services.

• “Client Data” means all data, records and information (including Contact Data) that the Client or its Authorised Users input into, upload to, or generate through the Services, or provide to Chargetree.

• “Confidential Information” means non-public information disclosed by one party to the other that is by its nature confidential, is marked confidential, or would reasonably be understood to be confidential, including Client Data, pricing, and the Platform.

• “Contact” means a customer of the Client (whether a business or an individual/consumer) from whom the Client seeks payment of an amount owed to the Client.

• “Contact Data” means personal information (as defined in the Privacy Act) about a Contact or a Contact's representatives.

• “Fees” means the subscription and other fees payable for the Services as notified to the Client (per the pricing published at chargetree.co or in the Client's order).

• “Platform” means Chargetree's software-as-a-service platform accessible at chargetree.co and related domains.

• “Privacy Act” means the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

• “Subprocessor” means a third party engaged by Chargetree to process Client Data (see clause 7). 

1.2 Headings are for convenience only. Words importing the singular include the plural and vice versa. "Including" and similar words are not words of limitation. A reference to legislation includes amendments and re-enactments. References to $ are to Australian dollars.

2. The Services and Chargetree's role

2.1 Chargetree provides a "done-for-you" accounts receivable automation service that enables the Client to follow up and seek payment of the Client's own overdue invoices through automated email, SMS and AI voice-call communications, escalation workflows, and integrations with accounting software (such as Xero) and payment processing (Stripe). 

2.2 Agent/service-provider only – no assignment of debt. The Client acknowledges and agrees that: 

(a) Chargetree acts solely as the Client's agent and as a software and communications service provider, performing invoice-follow-up activities on behalf of, in the name of, and at the direction of the Client; 

(b) Chargetree does not purchase, take assignment of, acquire, or take ownership of any debt, and at all times the debt remains owed to and owned by the Client; 

(c) Contact-facing communications are sent in the name of the Client's own business and may display a "Powered by Chargetree" attribution. Chargetree does not hold itself out to Contacts as an independent third-party debt-collection agency, or as the creditor;

(d) Chargetree is not a law firm, does not provide legal, financial, tax or accounting advice, and nothing in the Services constitutes such advice; and 

(e) the Client, as principal and creditor, is responsible for its collection strategy and remains liable for the conduct of collection activity carried out on its behalf, consistent with the ACCC/ASIC Debt Collection Guideline (RG 96). 

2.3 Chargetree may modify, enhance or discontinue features of the Services from time to time, provided it does not materially degrade the core Services during a paid period without notice. 

2.4 The Services are provided for the Client's internal business purposes only.

2.5 Where a business accesses the Services through a Chargetree partner under a white-label agreement, these Terms do not apply to the partner or to that business. The white-label agreement, and the end customer terms required under it, apply instead.

3. Eligibility, registration and Client obligations

3.1 The Client must be a business (not a consumer acquiring the Services for personal, domestic or household purposes), and the person accepting these Terms must be at least 18 and authorised to bind the Client. 

3.2 The Client must provide accurate, current and complete registration information and keep it up to date, and is responsible for the security of its account credentials and for all activity of its Authorised Users. 

3.3 Client compliance responsibilities. The Client warrants and agrees that, in respect of every Contact and every communication initiated through the Services, the Client: 

(a) has a lawful basis and all necessary consents to contact the Contact by the relevant channel(s) (email, SMS, voice); 

(b) has the right to provide the Contact Data to Chargetree and its Subprocessors and to have it processed for the purposes of the Services, consistent with the Privacy Act and any notices/consents the Client has given its Contacts; 

(c) will ensure the amount owing is genuine, accurate, correctly quantified, currently due and payable, and not disputed, statute-barred, or subject to hardship, insolvency or legal representation that would make contact inappropriate; 

(d) will comply with all laws applicable to it, including the Australian Consumer Law, the Privacy Act, the Spam Act, the Do Not Call Register Act, the ACCC/ASIC Debt Collection Guideline (RG 96), and any applicable state/territory debt-collection or commercial-agent legislation; 

(e) will configure contact timing, frequency and content so that communications occur only within reasonable hours and at a reasonable frequency and are not harassing, coercive, misleading or deceptive; and 

(f) is responsible for the content, tone and accuracy of all messaging templates and scripts it approves or configures, and for ensuring communications do not misrepresent the sender's identity or status (e.g., do not imply the sender is a court, government body, or solicitor). 

3.4 The Client must not use the Services for any unlawful, fraudulent, harassing or misleading purpose, must not attempt to reverse-engineer or resell the Platform, and must not introduce malicious code or circumvent security controls.

4. Fees, billing, cancellation and non-payment

4.1 Fees. The Fees are published on the website (chargetree.co/pricing), or as otherwise agreed. There is no commission charged on amounts collected. 

4.2 No lock-in / cancel anytime. There is no minimum term and no lock-in period. The Client may cancel at any time with effect from the end of the then-current monthly billing cycle. Cancellation takes effect prospectively; the Client retains access until the end of the paid period. 

4.3 Billing and payment processing. Fees are billed monthly in advance and processed via Stripe. By providing payment details, the Client authorises Chargetree (via Stripe) to charge the Fees to the nominated payment method on each billing date. The Client agrees to Stripe's applicable terms. 

4.4 No refunds for part-periods. Except where required by law (including the non-excludable ACL consumer guarantees), Fees already paid for the current billing cycle are non-refundable on cancellation. 

4.5 Taxes. Fees are exclusive of GST unless stated; the Client must pay GST on taxable supplies. 

4.6 Non-payment and suspension. If a payment fails or is more than 14 days overdue, Chargetree may suspend the Services (including pausing active follow-up workflows) until payment is made, and may terminate under clause 13 if non-payment continues. Chargetree will use reasonable efforts to notify the Client before suspension.

4.7 Payments by Contacts. Payments made by Contacts through the payment portal are processed by Stripe using Stripe Connect and paid directly to the Client's connected Stripe account. Chargetree does not receive, hold or control those funds and does not deduct any fee or commission from them; Stripe's processing fees are deducted by Stripe under its terms. The Client is responsible for all refunds, chargebacks and disputed payments relating to its connected Stripe account.

5. AI voice calls, call recording and consent

5.1 The Services include AI-generated voice calls made on the Client's behalf (via third-party providers including Twilio and VAPI). The Client acknowledges that such calls are automated and are recorded for quality, compliance, record-keeping and dispute-resolution purposes. 

5.2 Call recording and disclosure. Call-recording laws vary between Australian States and Territories, and some require the consent of all parties to a call. Accordingly:

(a) each AI voice call begins with a standard disclosure, which cannot be changed or removed, that the caller is an automated assistant calling on behalf of the Client and that the call is recorded; and

(b) the Client is responsible for ensuring its automated contact with Contacts is lawful, and for determining whether any additional notice or consent is required (for example, under its own privacy notices or because of a Contact's particular circumstances) and giving or obtaining it.

5.3 Chargetree may update the disclosure and consent functionality from time to time. This clause does not transfer to Chargetree the Client's responsibility for lawful contact with, and recording of, its Contacts.

6. White-labelling and content responsibility

6.1 Communications sent through the Services are sent in the Client's name and may display a "Powered by Chargetree" attribution. The Client is the "sender" and authorising party for the purposes of the Spam Act and is responsible for the accuracy, currency and lawfulness of all communication content, sender identifiers, and unsubscribe/opt-out facilities. 

6.2 Chargetree will provide functional unsubscribe (email/SMS) and opt-out mechanisms as platform features; the Client must ensure opt-out and do-not-contact requests are honoured (including within the 5-business-day period required by the Spam Act) and must not re-add Contacts who have opted out. 

6.3 The Client grants Chargetree a licence to use the Client's name, branding and templates solely to provide the Services (including white-labelling communications).

6.4 Keeping information current. The Client must record in the Platform, promptly and in any case within 2 business days of becoming aware of it, any payment received other than through the Services, any dispute or hardship request, any opt-out or do-not-contact request, any notice that a Contact is legally represented, insolvent or deceased, and any other matter that makes further contact inappropriate.

7. Data handling, privacy and subprocessors

7.1 Each party will comply with the Privacy Act in respect of personal information handled in connection with the Services. As between the parties, the Client is responsible for the collection of Contact Data and for ensuring it has provided all required privacy notices to, and (where required) obtained consents from, its Contacts. 

7.2 Chargetree will handle Client Data in accordance with its Privacy Policy and will implement reasonable technical and organisational security measures to protect Client Data. 

7.3 Subprocessors and hosting. The Client authorises Chargetree to engage Subprocessors to provide the Services, including: 

(a) Supabase – backend database and hosting (hosted in the Sydney/Australia region); 

(b) Twilio and VAPI – telephony and AI voice-call delivery; 

(c) Resend – email delivery; 

(d) Vercel – application hosting and monitoring; and 

(e) Stripe – payment processing. 

7.4 Cross-border disclosure (APP 8). The Client acknowledges that certain Subprocessors (including Vercel, Twilio, VAPI, Resend and Stripe) are located in, or may process or store data in, countries outside Australia (including the United States). This involves a cross-border disclosure of personal information. Chargetree will take reasonable steps to ensure Subprocessors handle personal information consistently with the APPs; however, the Client acknowledges and consents to these overseas disclosures and acknowledges that overseas recipients may be subject to foreign laws. Chargetree will maintain data-processing arrangements with its Subprocessors. 

7.5 Data breaches. Each party will promptly notify the other on becoming aware of any actual or suspected data breach affecting Client Data, and will cooperate in good faith to meet obligations under the Notifiable Data Breaches scheme (Part IIIC of the Privacy Act). 

7.6 On termination, Chargetree will, on request and within 90 days, return or delete Client Data, except records Chargetree is required by law to retain or reasonably requires in connection with an active dispute or legal claim, which will be retained only for as long as required and then deleted or de-identified.

8. Pre-legal reminders and escalation

8.1 The Services may include an escalation step under which, at the Client's election and direction, a matter may proceed to a pre-legal reminder stage.

8.2 Chargetree is not a law firm and does not provide legal advice. Any "pre-legal reminder" template or escalation communication is a document actioned on the Client's instruction and does not constitute legal advice from Chargetree. 

8.3 The Client remains responsible for deciding whether escalation or legal action is appropriate and for compliance with all laws relating to that escalation.

8.4 Pre-legal reminders. Pre-legal reminders are disabled by default. The Client may enable them for an invoice only where it genuinely intends to consider legal action if the invoice remains unpaid, and confirms this through the Platform. Chargetree is not responsible for any pre-legal reminder sent in accordance with the Client's configuration and confirmation.

9. Intellectual property

9.1 Chargetree (and its licensors) owns all intellectual property rights in the Platform, the Services and all related materials. These Terms grant the Client a non-exclusive, non-transferable, revocable licence to use the Services for its internal business purposes during the subscription. 

9.2 The Client owns all Client Data. The Client grants Chargetree a non-exclusive licence to host, copy, process and transmit Client Data as necessary to provide the Services and as permitted by these Terms. 

9.3 Chargetree may use aggregated and de-identified data derived from use of the Services for analytics, benchmarking and product improvement, provided such data does not identify the Client or any Contact. 

9.4 If the Client provides feedback, Chargetree may use it without restriction or obligation.

10. Confidentiality

10.1 Each party must keep the other's Confidential Information confidential, use it only for the purposes of these Terms, and disclose it only to personnel and advisers who need to know and are bound by equivalent obligations. 

10.2 These obligations do not apply to information that is public (other than through breach), independently developed, lawfully received from a third party, or required to be disclosed by law (with notice where lawful).

11. Limitation of liability and indemnity

11.1 Nothing excluded that cannot be excluded. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded. 

11.2 ACL guarantees – limitation to resupply. To the extent the Client is a "consumer" under the ACL and the Services are not of a kind ordinarily acquired for personal, domestic or household use, Chargetree's liability for breach of a consumer guarantee is limited, at Chargetree's option, to resupplying the Services or paying the cost of having the Services resupplied (as permitted by s 64A of the ACL). 

11.3 Cap on liability. Subject to clauses 11.1 and 11.2, and to the maximum extent permitted by law, each party's total aggregate liability arising out of or in connection with these Terms and the Services (whether in contract, tort (including negligence), statute or otherwise) is limited to the total Fees paid by the Client to Chargetree in the 12 months immediately preceding the event giving rise to the liability. This clause does not limit the Client's obligation to pay Fees.

11.4 Consequential loss. To the maximum extent permitted by law, neither party is liable for any indirect or consequential loss, loss of profit, loss of revenue, loss of goodwill, or loss of anticipated savings. 

11.5 Client responsibility carve-outs. Chargetree is not liable for loss to the extent caused by: 

(a) the Client's breach of clause 3, 5 or 6; 

(b) inaccurate, unlawful or misleading Client Data or content; 

(c) the Client's failure to obtain required consents or to comply with the Debt Collection Guideline, Privacy Act, Spam Act, Do Not Call Register Act, or call-recording laws;

(d) acts or omissions of Contacts, or of third parties other than Chargetree's personnel and Subprocessors processing Client Data on Chargetree's behalf; or

(e) any outage or failure of telecommunications networks, carriers or third-party services that Chargetree could not reasonably have prevented.

11.6 Indemnity. The Client indemnifies Chargetree against loss, liability, claims and reasonable costs (including reasonable legal costs) suffered or incurred by Chargetree to the extent arising from the Client's breach of clauses 3, 5 or 6, the Client's unlawful contact with or recording of Contacts, or a third-party claim (including by a Contact or regulator) arising from the Client's collection strategy, content, or failure to hold necessary consents or authority. This indemnity is limited to the extent the loss was not caused by Chargetree's own breach, negligence or unlawful conduct, and the Client's liability is reduced proportionately to the extent Chargetree contributed to the loss. Chargetree must take reasonable steps to mitigate. 

11.7 This clause survives termination.

12. Warranties and disclaimers

12.1 Each party warrants it has the authority to enter into these Terms. 

12.2 Chargetree will provide the Services with due care and skill and substantially in accordance with its published descriptions. 

12.3 To the maximum extent permitted by law and subject to clause 11.1, the Services are otherwise provided "as is." Chargetree does not warrant that the Services will be uninterrupted or error-free, that AI-generated content or voice outputs will be accurate or free from error, or that use of the Services will result in the recovery of any particular amount. AI outputs are supplemental and the Client is responsible for reviewing them.

13. Term and termination

13.1 These Terms commence on acceptance and continue on a rolling monthly basis until terminated. 

13.2 Termination for convenience. The Client may cancel at any time under clause 4.2. Chargetree may terminate for convenience on 30 days' written notice. 

13.3 Termination for cause. Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to remedy within 14 days of notice (or immediately if the breach is not capable of remedy), or if the other becomes insolvent. 

13.4 Suspension and pausing. Chargetree may suspend the Services immediately where required by law, where continued provision would expose Chargetree to liability or regulatory risk, or for non-payment under clause 4.6. Chargetree may also pause Communications for any Contact or invoice where a complaint, dispute or regulatory enquiry is received, and will notify the Client of any pause as soon as reasonably practicable.

13.5 Effect of termination on active matters. On termination or cancellation, Chargetree will cease initiating new Contact communications on the Client's behalf. The Client acknowledges that active follow-up workflows and any pending escalations will stop, and the Client is responsible for managing its outstanding invoices thereafter. Accrued rights and obligations, and clauses intended to survive (including clauses 9, 10, 11 and 15), survive termination.

14. Force majeure

14.1 Neither party is liable for failure or delay in performing its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control, including natural disasters, telecommunications or third-party service outages, cyber-attacks, changes in law, or acts of government. The affected party must notify the other and use reasonable efforts to mitigate. If a force majeure event continues for more than 30 days, either party may terminate on notice.

15. Dispute resolution and governing law

15.1 Governing law. These Terms are governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales. 

15.2 Escalation before proceedings. Before commencing proceedings (except for urgent injunctive relief), a party must give written notice of the dispute, and the parties must attempt in good faith to resolve it through senior-representative negotiation and, failing resolution within 21 days, through mediation administered by the Australian Disputes Centre in Sydney.

16. Variation of terms

16.1 Chargetree may vary these Terms by giving the Client at least 30 days' prior written notice (including by email or in-platform notice) of material changes. If the Client does not agree to a material variation, the Client may cancel under clause 4.2 before the change takes effect; continued use after the effective date constitutes acceptance. Minor, non-material changes (e.g., to reflect new features or correct errors) may take effect on notice. 

17. General

17.1 Assignment. The Client may not assign these Terms without Chargetree's prior written consent (not to be unreasonably withheld). Chargetree may assign or novate to a related body corporate or in connection with a sale of business, on notice. 

17.2 Notices. Notices must be in writing and sent to the Client's registered email or to Chargetree at support@chargetree.co, and are deemed received on the day of sending if before 5pm on a business day (otherwise the next business day). 

17.3 Severability. If any provision is void or unenforceable, it is severed and the remainder continues. 

17.4 Entire agreement. These Terms (with any order and the Privacy Policy) are the entire agreement and supersede prior representations. 

17.5 No waiver. A failure or delay to exercise a right is not a waiver, and no waiver is effective unless in writing. 

17.6 Relationship. Except for the limited agency described in clause 2 (under which Chargetree acts as the Client's agent for invoice-follow-up communications only), nothing creates a partnership, employment, joint venture or broader fiduciary relationship. 

17.7 Electronic acceptance. The parties consent to entering into these Terms electronically, consistent with the Electronic Transactions Act 2000 (NSW).