Terms of Service

Effective date: 01 July 2026
Last updated: 01 July 2026

1. Parties and acceptance

These Terms of Service (Terms) govern services supplied by Sandeep Dudhraj trading as NeptoLabs, ABN 59182383443, a sole trader based in Western Australia (NeptoLabs, we, us or our), to the person or business purchasing the services (Client, you or your).

These Terms apply together with any proposal, quotation, order form, statement of work or project schedule accepted by you (Service Order). A Service Order describes the selected services, scope, fees, delivery assumptions, support arrangements and any special terms.

You accept these Terms by signing or electronically accepting a Service Order, paying an invoice, or instructing us to start work. A person accepting on behalf of a business warrants that they have authority to bind that business.

If documents conflict, any expressly identified special conditions in the Service Order take priority, followed by the remainder of the Service Order and then these Terms.

2. Services

NeptoLabs designs, configures, integrates and supports AI-enabled automations and software solutions for HVAC, plumbing and other trade businesses. Depending on the Service Order, the services may include the following.

2.1 Missed-call response and lead capture

When your business misses a telephone call, an automation may send an SMS or other message such as:

Sorry we missed your call. What were you looking for help with?

The automation may collect details such as the caller's name, contact information, service address, service requested, preferred appointment time and other job information. It may then create a lead, customer record, task, quote request or booking in your approved field-service or business-management platform.

You approve the wording, decision rules, business hours, escalation process and information collected. You are responsible for ensuring that messages identify the correct sender and comply with applicable communications, privacy and marketing laws.

2.2 Payment reminder automation

After work is completed and an invoice becomes payable, an automation may send payment reminders at agreed intervals, such as:

1 day after the due event;
3 days after the due event;
7 days after the due event; and
every 7 days after that until the invoice is marked paid, closed, disputed, cancelled or otherwise excluded.

The exact schedule, trigger and stop conditions must be stated in the Service Order or approved workflow. The Client is responsible for invoice accuracy, the legal entitlement to payment, customer contact details, approved message wording, pausing reminders for disputed accounts, and compliance with debt-collection, consumer, privacy and communications laws.

Unless expressly agreed, the automation does not provide debt-collection, legal or financial advice. NeptoLabs does not guarantee that a reminder will be delivered or that an invoice will be paid.

2.3 Job creation from inbound communications

Automations may extract job information from SMS, messaging platforms, emails, call transcripts, voice notes or other approved sources and enter it into the Client's backend system. Because automated extraction may misunderstand names, addresses, dates, urgency, pricing or technical information, the Client must review material bookings and job details before dispatching personnel or relying on them.

You must ensure that call recording, transcription and voice-note processing are lawful and that all required notices and consents have been provided, including any consent required under the Surveillance Devices Act 1998 (WA) (which generally requires the consent of a party to a private conversation before it is recorded) and any equivalent law in another jurisdiction where your customers are located.

2.4 Customer email drafts

Automations may aggregate job details, technician notes, attachments and other records to create draft customer emails after job completion. Unless the Service Order expressly provides for approved automatic sending, drafts must be reviewed and sent by an authorised Client representative.

The Client is responsible for checking factual accuracy, tone, pricing, attachments, warranty statements, technical advice, privacy and recipient details before sending.

2.5 Business dashboards

We may build dashboards that estimate or report profitability, margins, unpaid invoices, unbilled work, cash leakage, technician utilisation and related operational measures. Dashboard results depend on the completeness, consistency and accuracy of source data and configured business rules.

Dashboards are operational tools, not audited accounts, tax advice or financial advice. The Client must validate material figures against its accounting and operational records before relying on them.

2.6 Scope and change requests

Only items expressly included in the Service Order are in scope. A new integration, workflow, data source, report, feature or material change is additional work. We will disclose any additional fees and timing before beginning an approved change.

Unless expressly included, services do not include legal, tax, accounting, regulated debt collection, HVAC, plumbing, electrical, engineering, safety or cybersecurity advice.

3. Client responsibilities

The Client agrees to:

provide accurate, complete and current information, instructions, message wording, business rules and test cases;
provide timely access to required accounts, systems, APIs, data, personnel and documentation;
obtain and maintain all required third-party subscriptions, licences, telephone numbers, API allowances and payment methods;
pay third-party usage and subscription charges unless the Service Order states otherwise;
have the legal right to provide and process all data, messages, recordings, notes, files and customer information used by the solution;
provide all notices and obtain all permissions and consents required for SMS, email, call recording, transcription and automated processing;
comply with applicable laws, trade requirements, platform terms, privacy obligations and industry standards;
review and approve workflows, templates, escalation rules and stop conditions before production use;
maintain appropriate human supervision, backups, internal controls and business-continuity procedures;
protect passwords, API keys and access tokens, use available multi-factor authentication, and promptly remove access for former users;
notify us promptly of suspected unauthorised access, incorrect automation behaviour, customer disputes or material data errors; and
review AI-generated and automated outputs before relying on them where an error could affect a customer, payment, booking, safety, compliance or business decision.

The Client is responsible for the actions of its personnel and authorised users and for decisions made using the services.

4. Electronic messages and customer communications

The Client authorises only the communications and workflows documented in the Service Order. The Client remains the sender or authorising business for customer-facing messages sent on its behalf.

Payment and appointment reminders that contain no advertising are generally treated differently from marketing messages, but adding promotional content may cause a message to be treated as commercial marketing. The Client must approve message content and obtain consent where required. Marketing messages must not be enabled unless the parties have agreed the relevant consent, sender-identification and unsubscribe controls.

The Client must promptly tell us when a recipient opts out, disputes a debt, requests no further contact, provides corrected details, or should otherwise be suppressed. We may suspend a campaign or workflow that we reasonably believe is unlawful, misleading, unsafe or likely to cause harm.

5. Implementation, testing and acceptance

The Client must participate in testing and provide representative, lawfully obtained test data. We may use staging, sandbox or limited-release testing before production launch.

Unless the Service Order specifies different criteria, the Client has 10 Business Days after delivery to report a material failure to meet the agreed scope. The report must include reasonable details and, where possible, steps to reproduce the issue. We will use reasonable efforts to correct a verified in-scope issue.

A deliverable is accepted when the Client confirms acceptance, uses it in production, or does not report a material in-scope issue within the review period. Minor defects that do not materially prevent the agreed use do not delay acceptance. Acceptance does not remove rights that cannot lawfully be excluded.

6. Third-party services

The services may depend on third-party platforms, software, APIs and infrastructure (Third-Party Services), including:

OpenAI, Anthropic, Google and Microsoft;
Twilio;
n8n, Zapier and Make.com;
Stripe;
ServiceM8, Simpro and AroFlo; and
hosting, email, telephony, database, analytics, accounting and security providers.

Not every provider is used for every Client. Third-Party Services are governed by their own terms, privacy policies, pricing, limits and availability. Providers may change or discontinue products, models, APIs, features, data locations, prices or usage limits.

The Client is responsible for keeping Client-owned accounts, licences, balances, payment methods, credentials and API access active. We do not guarantee that a Third-Party Service will continue to work, particularly where the Client's subscription expires, a payment fails, usage credits are exhausted, credentials are revoked or provider terms are breached.

Reasonable work required because a provider changes or discontinues a service is additional work unless the Service Order expressly includes it in maintenance.

7. AI and automation disclaimer

AI and rules-based automation may produce inaccurate, incomplete, inconsistent, outdated or fabricated outputs. They may misunderstand a caller, use stale data, select the wrong customer or job, create duplicate records, send a message at an unsuitable time, or suggest a method that does not comply with laws or standards in the relevant geographical region.

The Client must apply qualified human review before relying on an output for dispatch, emergency response, safety, technical instructions, quoting, billing, debt escalation, legal compliance or another material decision.

The Client is responsible for determining whether a workflow is suitable for its business and for compliance with applicable regional laws, codes, licences, manufacturer instructions and professional obligations. The services are not a substitute for professional judgement.

No automation may be used as the sole decision-maker for emergencies, life-safety matters, regulated technical certification, employee discipline, credit or other high-impact decisions unless expressly agreed with suitable safeguards.

8. Availability, support and maintenance

Unless a Service Order contains a separate written service level agreement, we do not guarantee uninterrupted availability, 100% uptime, a particular response time or a particular resolution time.

Availability may be affected by maintenance, defects, internet or telecommunications failures, cyber incidents, provider outages, API changes, usage limits, expired credentials, exhausted credits, failed Client payments or events outside our reasonable control. Cloud providers and services such as OpenAI, Twilio, n8n, Make.com and Zapier may fail or become unavailable.

An active monthly maintenance plan covers only the support activities stated in the Service Order. Unless expressly included, maintenance does not cover new functionality, major workflow changes, new integrations, data remediation, provider migrations, recovery from Client modifications, compromised Client accounts or redevelopment caused by a third-party change.

We may suspend a hosted component or support where Fees are overdue, a required account or licence is inactive, continued operation creates a material security or legal risk, or the Client materially breaches these Terms. Where reasonably practicable, we will provide notice before a non-urgent suspension.

9. Fees and payment

Fees are stated in the Service Order. Unless stated otherwise:

all amounts are in Australian dollars;
Fees exclude GST;
invoices are sent electronically to the Client's nominated email address;
invoices are due within 14 calendar days of the invoice date; and
payment may be made by approved credit card, debit card, Stripe, bank transfer or another online payment method we offer.

We may require a deposit, milestone payment or advance payment before starting or continuing work. Payments for work already performed and committed third-party costs are not refundable except where required by law.

9.1 Monthly maintenance

If the parties agree to monthly hosting, support or maintenance:

the monthly Fee is charged in advance at the start of each monthly billing period;
the Client authorises the agreed recurring card charge or Direct Debit Request;
a bank-account direct debit is also subject to the applicable Direct Debit Request and service agreement;
the arrangement may be cancelled at any time by email or another standard communication channel nominated by us; and
cancellation takes effect at the end of the current paid billing period unless agreed otherwise.

Cancelling a payment authority does not cancel Fees already due. Unless required by law, no pro-rata refund is given for a partly used monthly billing period.

9.2 Failed or overdue payment

If payment fails or an invoice is overdue, we may notify the Client and retry an authorised payment method where permitted. The Client has 14 calendar days after the original due date to clear the overdue amount.

If the amount remains unpaid, we may suspend support and services and cancel the monthly maintenance arrangement. The Client remains liable for completed work, accrued Fees and authorised third-party costs.

A later request to restore maintenance may be treated as new work and may incur our then-current audit, setup, remediation and reactivation fees. We will disclose those fees before starting the work.

9.3 GST

If GST applies to a taxable supply, the Client must pay the GST amount in addition to the Fees after receiving a valid tax invoice. Terms used in this clause have the meanings given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

9.4 Interest on overdue amounts

Without limiting our other rights, we may charge interest on an undisputed amount that remains unpaid after the due date, at the rate of 2% per annum above the Reserve Bank of Australia's cash rate target (or 10% per annum, whichever is greater), calculated daily from the due date until payment. This clause does not apply to the extent it would be unlawful, and interest is not charged on an amount that is the subject of a genuine, notified dispute.

10. Intellectual property

10.1 Client Data

The Client retains ownership of its business data, customer data, records, files and pre-existing materials (Client Data). The Client grants us a limited, non-exclusive licence to host, copy, transmit, transform and process Client Data only as reasonably necessary to provide, maintain, secure and support the services, comply with law and perform the agreement.

10.2 NeptoLabs Materials

NeptoLabs owns and retains all rights in its pre-existing and reusable materials, including custom programming scripts and code, connectors, libraries, prompts, templates, workflow patterns, dashboards, calculation structures, documentation formats, methods, know-how and reusable components (NeptoLabs Materials).

Third-party and open-source materials remain subject to their respective licences.

10.3 Client licence after payment

After full payment of all Fees for the relevant deliverable, NeptoLabs grants the Client a perpetual, non-exclusive, non-transferable licence to use that deliverable and any embedded NeptoLabs Materials for the Client's own internal business operations.

Unless a Service Order expressly states otherwise, the Client must not:

sell, sublicense, publish, distribute or commercialise the deliverable or NeptoLabs Materials;
share them with another business except a contractor using them solely for the Client's internal operations under confidentiality obligations;
provide them to a competitor or use them to create a competing product or service;
remove proprietary notices; or
reverse engineer or extract reusable components, except where that restriction is prohibited by law.

No licence to an unpaid deliverable is granted. A Service Order may expressly assign identified bespoke material to the Client, but an assignment does not include NeptoLabs Materials or third-party components unless expressly stated.

10.4 Client references and case studies

Unless the Client opts out in writing, NeptoLabs may identify the Client as a customer (including business name and logo) and may use de-identified or aggregated outcome data (for example, general call-answer-rate or response-time improvements, without figures that could identify the Client's confidential financial performance) in marketing materials, our website and case studies. Any case study, testimonial or marketing content that names the Client and includes specific figures, quotes or confidential information requires the Client's prior written approval of that specific content. The Client may withdraw this permission at any time by written notice, effective for future use.

11. Confidentiality and data security

Each party must protect the other party's non-public business, technical, customer, pricing and security information and use it only for the agreement. Disclosure is permitted to personnel, contractors and professional advisers who need the information and are bound by confidentiality duties, or where disclosure is required by law.

Each party must use reasonable safeguards for systems within its control. The Client remains responsible for Client-controlled devices, networks, accounts, users, credentials and backups.

The Client must provide credentials through an agreed secure method, rotate temporary credentials and revoke access when no longer required. NeptoLabs is not responsible for unauthorised access caused by weak or reused passwords, a failure to use available multi-factor authentication, former users retaining access, credentials stored by the Client, or compromise of a third-party service, except to the extent caused by our breach, negligence or another liability that cannot lawfully be excluded.

Our handling of personal information is also governed by our Privacy Policy at https://www.neptolabs.com/privacy-policy.

12. Warranties and Australian Consumer Law

We will perform the services with due care and skill. Except for an express promise in a Service Order and rights that cannot lawfully be excluded, the services and deliverables are provided "as is" and "as available".

We do not warrant that the services will be uninterrupted, error-free, completely secure, compatible with every future third-party change, or achieve a specific number of bookings, payments, recovered invoices, cost savings, profits or other business outcome.

Figures, case studies, testimonials, sample workflows, benchmarks or ROI examples referenced in our marketing, proposals or sales conversations illustrate past results for a particular client in particular circumstances. They are not a forecast, projection or guarantee of results for the Client, and the Client should not enter into a Service Order in reliance on any such figure without independently assessing its own circumstances.

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right, remedy or liability under the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law or another law where doing so would be unlawful.

Where the law permits liability for failure to comply with a guarantee to be limited, our liability is limited, at our option, to supplying the services again or paying the reasonable cost of having the services supplied again. This limitation does not apply where the law does not permit it.

13. Liability

13.1 Liability cap

To the maximum extent permitted by law, NeptoLabs' total aggregate liability arising out of or connected with a Service Order, whether in contract, tort including negligence, statute or otherwise, is limited to the total Fees paid or payable to NeptoLabs under that Service Order during the 12 months immediately before the event giving rise to the first claim.

For a one-off project completed less than 12 months before the event, the cap is the total Fees paid or payable for that project.

The cap does not apply to fraud, wilful misconduct or liability that cannot lawfully be limited or excluded. A restriction is read down only to the minimum extent necessary to comply with law.

13.2 Indirect and consequential loss

To the maximum extent permitted by law, NeptoLabs is not liable for indirect, special, incidental, exemplary, punitive or consequential loss, or for loss of profits, revenue, opportunity, anticipated savings, goodwill, business, production, use or data, or business interruption or downtime, whether direct or indirect in character.

This exclusion does not apply to liability that cannot lawfully be excluded.

13.3 Third-party and Client-controlled events

To the maximum extent permitted by law, NeptoLabs is not liable for loss caused by:

failure, outage, change, discontinuation, security incident or data leak affecting a Third-Party Service;
an API key, password, login, credential or token being stolen or compromised in a Client-controlled or third-party system;
a forgotten, expired, deleted, incorrectly configured or inadequately protected credential;
a failed Client payment, inactive subscription, exhausted usage allowance or breach of provider terms;
inaccurate Client Data or instructions;
a Client modification or unauthorised use;
failure to review an automated or AI-generated output; or
an event outside our reasonable control,

except to the extent the loss was caused by our breach, negligence, wilful misconduct or another liability that cannot lawfully be excluded.

Each party must take reasonable steps to minimise loss. Our liability is reduced to the extent the Client, its personnel, its systems or a person for whom it is responsible caused or contributed to the loss.

14. Client indemnity

To the maximum extent permitted by law, the Client indemnifies NeptoLabs against third-party claims, liabilities, losses and reasonable external legal costs arising from:

Client Data or materials infringing privacy, intellectual property or other rights;
the Client's unlawful or unauthorised use of the services;
customer messages, payment demands, decisions or content approved or issued by the Client; or
the Client's material breach of sections 3, 4, 10 or 11.

The indemnity does not apply to the extent a claim was caused by our breach, negligence, wilful misconduct or infringement by unmodified NeptoLabs Materials. We must give prompt notice of a claim and reasonable cooperation. The Client may control the defence, but may not admit fault for or impose a non-monetary obligation on NeptoLabs without our consent.

15. Termination

15.1 Ongoing maintenance

Either party may terminate a month-to-month maintenance arrangement at any time by written notice. Unless otherwise agreed, termination takes effect at the end of the current paid billing period.

15.2 Project termination

Either party may terminate a fixed-scope project on 14 days' written notice. If the Client terminates for convenience, it must pay for:

work completed up to termination;
work reasonably performed or committed during the notice period;
non-cancellable third-party costs; and
any agreed transition or handover assistance.

15.3 Termination for breach

Either party may terminate immediately by written notice if the other party commits a material breach that cannot be remedied, or fails to remedy a remediable material breach within 14 days after written notice.

We may immediately suspend or terminate an unlawful use or a use creating an urgent material security, safety or reputational risk.

15.4 Effect of termination

Termination does not affect accrued rights. The Client must pay for completed work and authorised costs. The right to use unpaid deliverables ends.

Subject to payment of outstanding Fees and agreed transition charges, the Client may request a reasonable export of Client Data held by us in a commonly available format where technically practicable. The request should be made within 30 days after termination. We may then delete remaining Client Data in accordance with our Privacy Policy, legal obligations and backup cycles.

Provisions concerning payment, intellectual property, confidentiality, liability, indemnity, disputes and other terms intended by their nature to survive continue after termination.

16. Dispute resolution

Before starting court proceedings, a party must give written notice describing the dispute and the outcome sought. Representatives with authority to resolve the dispute must confer in good faith within 10 Business Days.

If unresolved within 20 Business Days after notice, either party may propose mediation in Perth, Western Australia. The parties will share the mediator's fee equally unless agreed otherwise.

This section does not prevent urgent injunctive relief, action for an undisputed debt, or exercise of a right that cannot lawfully be restricted.

17. General

Independent contractor: NeptoLabs acts as an independent contractor. Nothing creates employment, partnership, joint venture, agency or a fiduciary relationship.
Subcontractors: We may use suitably qualified subcontractors and remain responsible for their work to the extent required by the agreement.
Force majeure: Neither party is liable for delay caused by circumstances beyond its reasonable control. This does not excuse payment for services already supplied.
Assignment: The Client may not assign the agreement without our prior written consent, not to be unreasonably withheld. We may assign it as part of a genuine sale or restructure of our business if the assignment does not materially reduce the Client's rights.
Variation: Project-specific changes must be agreed in writing. Updated Terms apply to future Service Orders. A material update to an existing ongoing service requires reasonable notice, and the Client may cancel that service before the update takes effect.
Entire agreement: The Service Order and these Terms form the entire agreement about their subject matter, subject to rights arising from fraud, misleading conduct or other rights that cannot lawfully be excluded.
Severability: An invalid provision is read down or severed to the minimum extent necessary, and the remaining provisions continue.
Waiver: Delay in enforcing a right is not a waiver.
Electronic acceptance: The agreement may be signed or accepted electronically and in counterparts.
Notices: A formal notice under this agreement (including a notice of breach or termination) must be in writing and is validly given if sent to the email address a party has nominated for legal notices, or to the postal address in section 19, and is treated as received the next Business Day after sending unless the sender receives a delivery-failure message.
Insurance: NeptoLabs maintains professional indemnity and public liability insurance appropriate to the nature and scale of the services and will provide reasonable evidence of currency of cover on written request.
Unfair contract terms: If the Client is a "small business" for the purposes of the unfair contract term provisions of the Australian Consumer Law, and a court or tribunal of competent jurisdiction determines that a term of this agreement is unfair within the meaning of that law, that term is void, and the term is severed to that extent only. The rest of the agreement continues to bind the parties so far as is practicable.

18. Governing law

The agreement is governed by the laws of Western Australia and applicable Commonwealth laws. Each party submits to the non-exclusive jurisdiction of the courts of Western Australia and courts hearing appeals from them.

19. Contact details

Legal name: Sandeep Dudhraj trading as NeptoLabs
ABN: 59182383443
Email: sandeep.dudhraj@neptolabs.com
Phone: +61 426163951
Address: 149 Manning Rd, Bentley, WA, 6102, Australia