The short version

• These terms are the agreement between your organisation and NV Digital Systems Pty Ltd for your Milla subscription.
• You pay a monthly subscription and any setup fee for your plan. Usage (calls, SMS, email and AI) comes out of a prepaid wallet that tops up automatically.
• Monthly plans can be cancelled with 7 days' notice by email. The Standard 12 Month plan has a 12-month minimum term.
• Milla supports your team. Your staff stay responsible for decisions about participants, services, safety and hiring.
• Your data stays yours. We handle it only to provide Milla to you.

1. The agreement

These terms apply to the Milla service supplied by NV Digital Systems Pty Ltd (ACN 695 554 093, ABN 84 695 554 093) ("we", "us", "our") to the organisation named on the order form ("you", "your").

The agreement is made up of your order form, these terms, our Acceptable Use and AI Disclosure page and our Privacy Policy. If they conflict, the order form applies first, then these terms.

By ticking the box at checkout, signing an order form or using Milla, you accept these terms. The person accepting confirms they're authorised to bind your organisation. Milla is for businesses, and is not offered to individuals for personal use.

2. The Milla service

Milla is an AI team member for NDIS providers. Depending on your plan and setup, it can:

• answer inbound calls and messages, including participant, family and Support Coordinator enquiries;
• qualify enquiries, capture details and arrange callbacks;
• screen job applicants against your requirements and book interviews;
• send SMS and email follow-ups, confirmations and reminders; and
• update your records and pass anything sensitive or uncertain to your team.

The features included in your plan are described on your order form and our pricing page. We may improve or change features over time. We won't make a change that materially reduces the core service you've paid for without telling you first, and if we do, you may cancel without any early-exit charge.

3. Plans and fees

Our current plans are below. The fees on your order form apply to you.

• Usage. Calls, SMS, email and AI usage (including AI call minutes) are paid from a prepaid wallet in your account, at the usage rates shown in your account. When the wallet balance falls below its minimum, it tops up automatically from your card on file by the recharge amount set at signup. You can view your balance and usage at any time.
• Extra work. New workflows, integrations or changes beyond your standard setup are quoted separately. We'll only start once you've accepted the quote.
• Currency and GST. Plan fees are in Australian dollars. Usage rates are in US dollars. We're not currently registered for GST, so no GST is charged. If we register, we'll give you at least 30 days' notice before adding GST.
• Price changes. We may change our fees or usage rates with at least 30 days' written notice. Fees for a Standard 12 Month plan won't increase during the minimum term. If you don't accept an increase, you may cancel before it starts.

4. Billing and payment

• Your first monthly fee, and any setup fee, is payable at checkout. After that, the monthly fee is charged in advance on the same day each month to the card or account you give us.
• Your card is kept on file for the monthly fee and wallet top-ups.
• Payments are processed by Stripe. You authorise us to charge your nominated payment method for amounts due under this agreement.
• If a monthly payment or wallet top-up fails, we'll let you know. Calls, messages and AI features may stop working while the wallet is empty. If a monthly payment isn't fixed within 7 days, we may pause the service until it's paid (see section 13).
• Setup fees cover work done to prepare your service and are not refundable once onboarding has started, except as required by law or section 14.

5. Term and cancellation

• Monthly plans (Foundation Partner and Standard) continue month to month until cancelled. Either party may cancel by giving 7 days' written notice by email. Your service continues to the end of the month you've paid for, and no further monthly fees are charged. Fees already paid aren't refunded, except where the Australian Consumer Law requires a refund. Any unused wallet balance is refunded or credited when the agreement ends, less any usage owed.
• Standard 12 Month has a 12-month minimum term from your start date. After that it continues month to month. If you cancel during the minimum term, the waived $1,950 setup fee becomes payable.
• Foundation Partner pricing stays the same while your subscription continues. If you cancel and later return, current pricing applies.
• Either party may end the agreement immediately by written notice if the other seriously breaches it and doesn't fix the breach within 14 days of being asked, or becomes insolvent.
• On termination, you must pay fees and usage up to the end date. We'll give you an export of your contacts and booking records if you ask within 30 days, then delete it as set out in section 9.

6. Onboarding and support

After payment, you'll complete an intake form and book an onboarding call. We use what you tell us to set Milla up around your services, service areas, processes and escalation rules. Before go-live, you'll test Milla and approve it. You're responsible for checking that Milla's answers, greetings and escalation rules are accurate for your organisation.

Support is available by email at [email protected], 9am to 5pm AEST, Monday to Friday. We aim to respond within 1 business day. Changes beyond minor adjustments to your setup may be quoted as extra work.

7. Your responsibilities

You must:

• use Milla in line with our Acceptable Use and AI Disclosure page and all applicable laws, including privacy, surveillance and listening device, spam, telemarketing, anti-discrimination and workplace laws;
• meet your obligations as an NDIS provider, including under the NDIS Code of Conduct and, if registered, the NDIS Practice Standards;
• keep Milla's call greeting, which tells callers they're speaking with an AI and that calls are recorded, switched on;
• tell participants, applicants and others in your own privacy policy that you use Milla, and get any consent needed for us to handle their information;
• only ask Milla to send marketing SMS or email to people who have consented, and include an unsubscribe option;
• give us accurate information about your services and rules, and tell us promptly when anything changes;
• monitor and act on escalations, callback requests and items flagged for review in a reasonable time; and
• keep your logins secure and tell us straight away about any unauthorised access.

You must not ask us to set up Milla to collect clinical notes or detailed health histories.

You're responsible for your staff's and users' use of Milla, and for the decisions your organisation makes.

8. AI limitations

Milla uses AI, which can misunderstand callers, mishear names or numbers, or give incomplete answers. We design Milla to stay within the rules you set and to pass uncertain or sensitive matters to a person, but we can't guarantee every conversation will be handled perfectly.

• Milla is not an emergency or crisis service and must not be relied on to detect or respond to emergencies.
• Milla does not give clinical, medical, legal, financial or NDIS planning advice.
• Milla does not make final decisions about services, eligibility, funding, incidents, complaints or hiring. Your staff do.

You should review Milla's outputs, such as summaries, screening results and booked appointments, before relying on them for important decisions.

9. Your data and privacy

• Ownership. You own the data you and your callers put into Milla, including recordings, transcripts, messages and contact records ("Customer Data").
• Our use. We handle Customer Data only to provide, support, secure and improve your Milla service, on your instructions, and as required by law. We don't sell it, use it for our own marketing or share it with other customers.
• AI training. We don't use your Customer Data to train AI models offered to other businesses, and we use providers whose terms do not permit training on your data.
• Privacy. We comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in handling Customer Data, and we handle it as described in our Privacy Policy.
• Security. We take reasonable steps to protect Customer Data from misuse, loss and unauthorised access.
• Data breaches. If we become aware of a data breach affecting your Customer Data, we'll tell you without undue delay, and within 72 hours, and help you assess it and meet your own notification obligations.
• Subcontractors. We use third-party providers to run Milla (see section 10). Some store or process data outside Australia, as described in our Privacy Policy.
• Retention and deletion. Call recordings and transcripts are kept for up to 12 months, then deleted, unless you ask us to keep them longer. We keep other Customer Data while your subscription is active. We delete all Customer Data 90 days after your subscription ends, except where the law requires us to keep it. You can ask for an export before then.
• Usage data. We may use anonymous, aggregated information about how Milla performs (which doesn't identify you or any individual) to run and improve the service.

10. Third-party services

Milla runs on third-party platforms, including CRM, telephony, SMS, email, AI and payment providers. Their availability is outside our control. We'll choose reputable providers and work to restore service quickly if one fails, but we're not responsible for outages or changes caused by them. If you connect Milla to your own systems, such as your calendar or rostering software, your agreement with those providers also applies.

The service depends on third-party platforms and phone networks. We don't guarantee it will always be available, and we aren't responsible for outages outside our control, including calls or messages missed during an outage. We'll tell you about known outages, help restore the service and give you notice of planned maintenance that may affect your callers.

11. Intellectual property

We (or our licensors) own Milla, including its software, prompts, scripts, workflows, templates and documentation, and any improvements to them. While your subscription is active, we give you a non-exclusive, non-transferable right to use Milla for your organisation's business. You must not copy, resell, reverse engineer or build a competing product from Milla.

You own your Customer Data, logos and content. You give us permission to use them to provide Milla to you. If you give us feedback, we may use it freely.

12. Confidentiality

Each party must keep the other's confidential information confidential and use it only for this agreement. This doesn't apply to information that is public, that the recipient already knew or that it must disclose by law. This clause continues after the agreement ends.

13. Suspension

We may suspend all or part of the service, after giving you notice where reasonably possible, if:

• fees remain unpaid as set out in section 4;
• your use breaches our Acceptable Use page or the law, or puts people, our systems or other customers at risk; or
• a provider or authority requires it.

Where Milla answers your phone line, we'll work with you to set up call forwarding or a voicemail message so callers aren't left without a response. We'll restore the service once the issue is resolved.

14. Consumer law

Nothing in this agreement excludes, restricts or changes any right or remedy you have under the Australian Consumer Law or any other law that can't be excluded. If we're allowed to limit our liability for failing to meet a consumer guarantee, our liability is limited to supplying the services again or paying the cost of having them supplied again.

15. Liability

• To the extent the law allows, our total liability to you under or in connection with this agreement is limited to the fees you paid us in the 12 months before the event giving rise to the claim.
• To the extent the law allows, neither party is liable for indirect or consequential loss, or for loss of profit, revenue or data, even if it was foreseeable.
• These limits don't apply to your obligation to pay fees, a party's liability for breaching confidentiality or privacy obligations, fraud, or personal injury or death caused by negligence.
• Each party's liability is reduced to the extent the other party, or its staff, caused or contributed to the loss. This includes losses from inaccurate setup information you gave us or from not acting on escalations.
• You indemnify us against third-party claims arising from your breach of the law or of section 7, except to the extent we caused them.

16. Changes to these terms

We may update these terms by giving you at least 30 days' written notice. If you don't accept a change, you may cancel before it takes effect, without any early-exit charge. Changes required by law may take effect sooner.

17. Disputes

If a dispute arises, either party may give written notice of it. Senior representatives of both parties will meet within 14 days to try to resolve it in good faith. If it isn't resolved within 30 days of the notice, either party may refer it to mediation or start court proceedings. This doesn't stop a party seeking urgent court relief.

18. General

• Governing law. This agreement is governed by the laws of Victoria, and each party submits to the courts of that state.
• Notices. Notices must be in writing and may be sent by email. Our email for notices is [email protected]. Yours is the email on your order form.
• Assignment. Neither party may transfer this agreement without the other's consent, which won't be unreasonably refused. We may transfer it to a buyer of our business with notice to you.
• Events outside our control. Neither party is liable for delays caused by events outside its reasonable control, other than payment obligations.
• Entire agreement. This agreement is the whole agreement between the parties about Milla.
• Severability. If any part of this agreement is unenforceable, the rest continues to apply.

Contact us

NV Digital Systems Pty Ltd (ACN 695 554 093, ABN 84 695 554 093)
Email: [email protected]

Related: Privacy Policy · Acceptable Use and AI Disclosure