Terms and Conditions

Effective date: June 2026 Last updated: June 2026

These Terms and Conditions ("Terms") govern your access to and use of ReviewProsper.ai (the "Service"), operated by SEO BY DESIGN (ABN 27 604 617 923) ("we", "us", "our"). By accessing the website, creating an account, or using the Service, you ("you", "the Client") agree to be bound by these Terms. If you do not agree, you must not use the Service.

1. About the Service

ReviewProsper.ai is an SMS reactivation and customer re-engagement platform that enables Clients to send commercial electronic messages to their own contacts and manage the resulting replies and engagement. We provide the platform; you are responsible for the contacts you upload and the messages you send.

2. Definitions

Client / you - the person or entity that registers for or uses the Service.

Recipient - an individual who receives a message sent through the Service.

Content - any data, contact lists, message text or material you upload or transmit through the Service.

Fees - the charges payable for the Service as set out in your plan or order.

3. Eligibility and accounts

To use the Service you must be at least 18 years old and able to enter into a binding contract. If you use the Service on behalf of a business, you warrant that you are authorised to bind that business. You are responsible for keeping your account credentials secure and for all activity that occurs under your account. Notify us immediately of any unauthorised use.

4. Your obligations and acceptable use

You agree that you will:

use the Service only for lawful purposes and in accordance with these Terms;

comply with all applicable laws, including the Spam Act 2003 (Cth), the Privacy Act 1988 (Cth) and the Australian Consumer Law;

obtain and maintain all necessary consents from Recipients before sending them messages through the Service, and keep records of that consent;

ensure every message clearly identifies you as the sender and includes a functional, prominent unsubscribe facility;

promptly honour all opt-out and unsubscribe requests;

not upload contact data you are not authorised to use; and

not use the Service to send unlawful, misleading, deceptive, defamatory, harassing, fraudulent or otherwise prohibited content.

You acknowledge that you, not us, are the sender of the messages you create and send, and that you are responsible for their content and for compliance with the Spam Act and Privacy Act in respect of your campaigns and contact lists. You warrant that you have a lawful basis and the required consent for every Recipient you message. Recommended consent and opt-in wording is set out in Schedule A, which you should adapt and use to support your consent records.

We may suspend or terminate your access if we reasonably believe you have breached this section, including to protect the integrity of the Service, our other Clients, or our relationships with messaging carriers.

5. Fees and payment

Fees are payable in accordance with your selected plan or order. Unless stated otherwise, fees are in Australian dollars and exclusive of GST, which will be added where applicable. You authorise us (and our payment providers) to charge your nominated payment method. Late or failed payments may result in suspension of the Service. Except where required by law, fees already paid are non-refundable.

We may change our fees on reasonable notice. Continued use of the Service after a fee change takes effect constitutes acceptance of the new fees.

6. Intellectual property

We own (or are licensed to use) all intellectual property rights in the Service, including the platform, software, branding and documentation. We grant you a non-exclusive, non-transferable, revocable licence to use the Service for your internal business purposes during your subscription. You retain ownership of your Content, and grant us a licence to host, process and transmit it as necessary to provide the Service.

7. Data, privacy and confidentiality

Our handling of personal information is described in our Privacy Policy, which forms part of these Terms. Where we process Recipient data on your behalf, you remain responsible for ensuring you have the right to provide that data to us. Each party will keep the other's confidential information confidential and use it only as needed to perform these Terms or use the Service.

8. Third-party services

The Service relies on third-party providers, including messaging carriers and gateways, hosting and payment processors. We are not responsible for the acts, omissions or availability of those third parties, and delivery of messages depends on networks and carriers outside our control.

9. Service availability

We aim to keep the Service available and reliable but do not warrant that it will be uninterrupted, error-free or available at all times. We may perform maintenance, updates or changes, and may modify or discontinue features, with reasonable notice where practicable.

10. Australian Consumer Law and warranties

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you may have under the Australian Consumer Law or any other law that cannot lawfully be excluded ("Non-excludable Rights").

To the extent the Service is a supply of services to which a consumer guarantee applies, and to the extent permitted by law, our liability for a failure to comply with that guarantee is limited (at our option) to re-supplying the services or paying the cost of having the services re-supplied.

Except for the Non-excludable Rights, and to the maximum extent permitted by law, the Service is provided "as is" and we exclude all other warranties, whether express or implied.

11. Limitation of liability

To the maximum extent permitted by law and subject to section 10:

we exclude all liability for any indirect, incidental, special or consequential loss, and for any loss of profits, revenue, savings, data, goodwill, reputation or business opportunity, however arising (whether in contract, tort including negligence, statute or otherwise);

we are not liable for any loss or claim arising from: (a) the Content you upload or the messages you send; (b) your failure to obtain or maintain Recipient consent; (c) any claim by a Recipient or other third party in connection with your messages; (d) delays, failures or errors in message delivery caused by carriers, networks or other third parties; or (e) your breach of these Terms or of any law, including the Spam Act and Privacy Act;

our liability is reduced to the extent that your acts, omissions or breach caused or contributed to the relevant loss; and

our total aggregate liability arising out of or in connection with the Service or these Terms, across all claims combined, is limited to the total Fees paid by you to us in the three (3) months immediately preceding the event giving rise to the liability, or AUD $500, whichever is the lesser.

You acknowledge that the Fees have been set on the basis of the allocation of risk in these Terms, and that this allocation is reasonable.

12. Indemnity

You indemnify us and our officers, employees and contractors against all claims, demands, proceedings, losses, liabilities, damages, costs and expenses (including reasonable legal costs on a full-indemnity basis) arising from or in connection with: (a) your Content; (b) your use of the Service; (c) the messages you send and the contact data you upload; (d) any claim by a Recipient or other third party relating to your messages or your handling of their information; (e) your failure to obtain or maintain consent; and (f) your breach of these Terms or of any applicable law, including the Spam Act and Privacy Act. This indemnity reflects that you alone control who you message and what you send, and survives termination. This indemnity is not reduced by anything in section 11.

13. Suspension and termination

You may cancel your subscription in accordance with your plan. We may suspend or terminate your access if you breach these Terms, fail to pay Fees, or where reasonably necessary to protect the Service or comply with the law. On termination, your licence to use the Service ends and we may delete your Content after a reasonable period, subject to our retention obligations and the Privacy Policy. Provisions that by their nature should survive termination (including sections 6, 11, 12 and 14) will survive.

14. Governing law and jurisdiction

These Terms are governed by the laws of the State of Victoria, Australia. You and we submit to the non-exclusive jurisdiction of the courts of Victoria and the courts competent to hear appeals from them.

15. Disputes

Before commencing proceedings (except for urgent injunctive relief), the parties agree to attempt in good faith to resolve any dispute by negotiation, and will give written notice of the dispute and a reasonable opportunity to resolve it.

16. Changes to these Terms

We may update these Terms from time to time. The current version will always be available on our website, and the "Last updated" date will reflect the most recent changes. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

17. General

If any provision of these Terms is found to be invalid or unenforceable, it will be severed and the remaining provisions will continue in force. Our failure to enforce a right is not a waiver of that right. These Terms, together with the Privacy Policy and any order or plan, form the entire agreement between us.

18. Contact us

SEO BY DESIGN (ReviewProsper.ai) - ABN 27 604 617 923 Level 27, 101 Collins Street, Melbourne VIC 3000, Australia Phone: 1300 667 241 or +61 489 083 592

This document is a general template provided for SEO BY DESIGN / ReviewProsper.ai and does not constitute legal advice. Because the Service sends commercial electronic messages, it carries specific obligations under the Spam Act 2003 (Cth) and Privacy Act 1988 (Cth). These Terms should be reviewed by a qualified Australian legal practitioner before publication to confirm they fit your commercial model, payment terms and risk position.

Schedule A - Client consent

The Spam Act 2003 (Cth) requires that you have consent before sending commercial electronic messages, that each message identifies you as the sender, and that each message contains a working unsubscribe facility. The wording below is provided to help you build and document a defensible consent chain. Adapt it to your business and keep records of when and how each Recipient consented.

Point-of-collection opt-in (web form, in-store, or at sign-up):

[Business name] would like to send you occasional SMS messages about our products, services, offers and reminders. By providing your number and ticking this box, you consent to receive these messages. Message and data rates may apply. You can opt out at any time by replying STOP. See our Privacy Policy for how we handle your information. ☐ Yes, I'd like to receive SMS messages from [Business name].

Verbal/in-person consent script (to be logged):

"Is it OK if we send you the occasional text about offers and updates? You can reply STOP any time to opt out." - Record date, time, staff member and the Recipient's agreement.

Required footer on each SMS:

[Business name]. Reply STOP to opt out.

Re-engagement / reactivation message example (for existing customers with prior consent):

Hi [first name], it's [Business name]. We'd love to see you again - [offer]. Reply STOP to opt out.

Consent record-keeping - for each Recipient, keep a record of: the consent wording shown, the date and method of consent, and the source of the contact. You must honour every STOP/opt-out promptly. These records support the warranty you give us in section 4.

Schedule A is a practical guide, not legal advice. Confirm your consent process with a qualified Australian legal practitioner, particularly if you rely on inferred (rather than express) consent.