1. Introduction, Acceptance, and Definitions
1.1 About this Agreement
These Terms and Conditions (“Terms”) govern the Customer's access to and use of MRD Voice Intelligence, the managed cloud telephony, IVR, and call-flow service provided by MyRepublic Digital Pte. Ltd. (“MRD,” “we,” “us,” or “our”), including the optional AI Voice Receptionist add-on where purchased. These Terms, together with the applicable Order Form and any documents incorporated by reference, form a binding legal agreement (the “Agreement”) between MRD and the Customer.
1.2 Acceptance
By (a) signing an Order Form, (b) clicking “I Agree” or an equivalent acceptance mechanism, (c) accessing or using the Service, or (d) instructing MRD to provision a Number or build a Call Flow, the Customer accepts and agrees to be bound by this Agreement. If an individual accepts this Agreement on behalf of a company or other legal entity, that individual represents and warrants that they have the authority to bind that entity, in which case “Customer” refers to that entity. If the individual does not have such authority, or does not agree with this Agreement, that individual must not accept this Agreement and must not use the Service on the entity's behalf.
1.3 The AI Voice Receptionist is a separate, optional add-on
The Service consists of a core platform (call flow building, Number management, routing, and reporting) and an optional, separately priced AI Voice Receptionist add-on. Clauses 1-18 of these Terms apply to all Customers using the core Service. Clause 9 (AI Voice Receptionist-Specific Terms) applies only to Customers who have purchased the AI Voice Receptionist add-on and is in addition to, not in place of, the rest of these Terms.
1.4 Regional application
This Agreement applies to Customers located in, or invoicing from, Singapore, Australia, New Zealand, and Indonesia. Schedule 1 (Regional Variations) forms part of this Agreement and modifies, supplements, or overrides specific clauses of these Terms depending on the Customer's invoicing address or region of incorporation, as identified on the Order Form. Where Schedule 1 conflicts with the main body of these Terms for a given region, Schedule 1 prevails for that region only.
1.5 Definitions
Capitalised terms used in this Agreement have the meanings given below, or where first defined elsewhere in these Terms.
| Agreement | These Terms and Conditions, together with the applicable Order Form, the Privacy Policy, the Data Processing Addendum (if executed), Schedule 1 (Regional Variations), and any other document expressly incorporated by reference. |
| AI Voice Receptionist | The optional, separately priced add-on to the Service that uses conversational voice AI to answer, qualify, and route inbound calls without requiring a human agent or a fixed IVR menu, as further described in Clause 9. |
| Authorised User | An individual employee, contractor, or agent of the Customer who is authorised by the Customer to access or administer the Service on the Customer's behalf, including to build Call Flows or manage Numbers. |
| Call Flow | The configurable sequence of menus, prompts, routing rules, and integrations that the Customer (or MRD on the Customer's behalf) builds within the Service to handle inbound and, where enabled, outbound calls. |
| Caller | Any person who places or receives a call handled by the Service, including a Customer's own customer, prospect, or other contact. |
| Customer | The business entity that has signed up for, ordered, or otherwise agreed to receive the Service, as identified on the applicable Order Form or account registration. |
| Customer Data | Any data, content, call recordings, transcripts, voicemails, Call Flow configurations, or other information submitted to, collected by, or generated through the Service by or on behalf of the Customer, including data about Callers. |
| Generated Output | Any AI-generated voice response, transcript, call summary, or other content produced by the AI Voice Receptionist or other AI features of the Service. |
| Number | A telephone number issued to, or ported into, the Customer's account for use with the Service. |
| Order Form | A written or electronic order, quotation, subscription confirmation, or sign-up record referencing this Agreement that sets out the Service plan, fees, and Subscription Term purchased by the Customer. |
| MyRepublic Digital Pte. Ltd. (UEN 201842535D), a company incorporated in Singapore with its registered office at 11 Lorong 3 Toa Payoh, #04-11/15 Jackson Square, Singapore 319579, and/or its relevant regional Affiliate identified in Schedule 1 for the Customer's region. | |
| MRD Voice Intelligence / Service | MyRepublic Digital's managed cloud telephony, IVR, and call-flow platform marketed under the name “MRD Voice Intelligence,” comprising MRD's configuration, customisation, implementation, monitoring, reporting, and support services delivered using the Underlying Voice Platform, together with the AI Voice Receptionist add-on where purchased. |
| Subscription Term | The period for which the Customer has subscribed to the Service, as set out in the Order Form, including any renewal term. |
| Underlying Voice AI Provider | The third-party owner and operator of the conversational voice AI technology used to power the AI Voice Receptionist add-on. |
| Underlying Voice Platform | The third-party software-as-a-service cloud telephony, IVR, and call-flow infrastructure that MRD uses as a technology component in delivering the core Service, as further described in Clause 4. |
| Underlying Voice Platform Provider | The third-party owner and operator of the Underlying Voice Platform. |
2. Nature of the Service
2.1 What MRD provides
The Customer engages MRD to design, configure, customise, implement, host (via the Underlying Voice Platform), monitor, support, and continuously improve a cloud telephony and IVR solution tailored to the Customer's business, including but not limited to:
design and configuration of Call Flows, IVR menus, routing logic, and business-hours rules specific to the Customer's operations;
provisioning, porting, and management of Numbers, including local, mobile, and toll-free numbers where available in the Customer's region;
call recording, voicemail, transcription, and reporting features, where enabled by the Customer;
integration of the Service with the Customer's CRM, helpdesk, or other business systems, where agreed in the Order Form; and
ongoing monitoring, reporting, tuning, and support of the Service for the duration of the Subscription Term, in accordance with the service tier purchased on the Order Form.
2.2 The AI Voice Receptionist add-on
Where purchased, the AI Voice Receptionist add-on uses conversational voice AI to answer, qualify, and route inbound calls, look up basic information, and escalate to a human agent or voicemail with full conversation context preserved. The AI Voice Receptionist is provided in addition to, and integrates with, the core Call Flow and Number infrastructure described in Clause 2.1. Clause 9 sets out additional terms that apply specifically to the AI Voice Receptionist add-on.
2.3 What MRD does not provide
MRD does not grant, sell, sublicense, or otherwise transfer to the Customer any standalone licence, account, SDK, API key, or other direct right to access the Underlying Voice Platform or the Underlying Voice AI Provider's technology independently of MRD's managed Service. The Customer's relationship for the Service is with MRD only. MRD remains the relevant account holder and customer of record with the Underlying Voice Platform Provider and the Underlying Voice AI Provider at all times. The Customer must not attempt to register a separate, independent account directly with either provider in connection with the Service, and must not represent to any third party that it holds a direct licence, reseller right, or contractual relationship with either provider.
2.4 Service tiers and scope
The specific features, Number allowances, call volumes, response-time targets, support levels, and whether the AI Voice Receptionist add-on is included, are as set out in the applicable Order Form. Where the Order Form is silent on a feature described in these Terms, that feature is not included in the Customer's plan unless separately agreed in writing.
2.5 Changes to the Service
MRD may modify, update, add to, or discontinue features of the Service from time to time to reflect improvements in technology, changes made by the Underlying Voice Platform Provider or Underlying Voice AI Provider, security requirements, or regulatory developments. MRD will use reasonable efforts to provide advance notice of any change that materially reduces the core functionality of the Service for which the Customer is paying. MRD will not materially reduce the core functionality of a paid plan during a Subscription Term without either (a) providing a reasonably equivalent replacement feature, or (b) offering the Customer a pro-rata refund or service credit for the affected portion of the Subscription Term, at MRD's reasonable discretion.
3. Eligibility, Registration, Numbers, and Authorised Users
3.1 Business customers only
The Service is intended for use by business entities and individuals acting in a business capacity, and not by consumers acting purely for personal, domestic, or household purposes. By accepting this Agreement, the Customer represents and warrants that it is acquiring the Service for use in trade or business.
3.2 Account information
The Customer must provide accurate, current, and complete information when registering for the Service and must promptly update such information if it changes. Where required by applicable telecommunications regulation, the Customer must provide true, accurate, and complete identity and address information in connection with any Number issued to or ported by the Customer, and must keep that information current to support regulatory, emergency-service, and law-enforcement requirements.
3.3 Numbers
Numbers are allocated to the Customer for use with the Service during the Subscription Term and remain the property of the relevant telecommunications regulator or carrier, not the Customer. The Customer may not sell, assign, sublicense, or otherwise dispose of a Number. MRD will support number portability (porting Numbers in or out) in accordance with applicable law and the technical and geographic eligibility rules of the relevant carrier, on the Customer's written request. MRD is not liable for delays, failures, or losses arising from the porting process to the extent caused by the losing or gaining carrier, the relevant telecommunications regulator, or the Customer's failure to provide accurate or timely information.
3.4 Authorised Users
The Customer may permit its employees and contractors to act as Authorised Users, provided that the Customer remains fully responsible for their compliance with this Agreement, including their configuration of Call Flows and use of Numbers. The Customer must promptly remove access for any individual who is no longer authorised to use the Service on its behalf.
3.5 Notification of unauthorised use
The Customer must notify MRD promptly upon becoming aware of any unauthorised access to or use of the Service, any unauthorised porting attempt affecting a Number, or any other breach of security relating to the Service.
4. The Underlying Voice Platform and Telecommunications Connectivity
4.1 Disclosure
MRD Voice Intelligence is delivered using a third-party software-as-a-service cloud telephony, IVR, and call-flow infrastructure (the “Underlying Voice Platform”, operated by the “Underlying Voice Platform Provider”) as a technology component of MRD's managed Service. MRD configures, customises, and operates the Underlying Voice Platform on the Customer's behalf as part of the Service. Telephone connectivity (including Number issuance, call routing, and interconnection with the public switched telephone network) may be provided by the Underlying Voice Platform Provider directly, by MRD's own telecommunications carrier arrangements, or by a combination of both, as notified to the Customer at onboarding. The Customer does not contract directly with, and has no direct contractual relationship with, the Underlying Voice Platform Provider.
4.2 Why this matters to the Customer
Because part of the Service is delivered using third-party infrastructure and, in some cases, third-party telecommunications carriage that MRD does not own or control, certain obligations, limitations, and restrictions imposed on MRD by the Underlying Voice Platform Provider or relevant carriers necessarily apply, in substance, to the Customer's use of the Service. This Clause 4 sets out those obligations, limitations, and restrictions so that the Customer is aware of them upfront.
4.3 Restrictions that flow down to the Customer
In using the Service, the Customer must not, and must ensure its Authorised Users do not (to the extent within the Customer's control):
attempt to reverse engineer, decompile, disassemble, copy, or create derivative works of any software, code, or materials comprising the Underlying Voice Platform;
remove, obscure, or alter any proprietary notices appearing within the Service or the Underlying Voice Platform;
attempt to access the Underlying Voice Platform directly, other than through the Service as configured and provided by MRD;
trunk or forward a Number to another phone number, system, or private branch exchange capable of handling multiple simultaneous calls, except as expressly configured and supported by MRD;
use the Service to engage in robocalling, predictive dialing, bulk unsolicited calling, or any automated calling practice that would violate applicable telemarketing or anti-spam law; or
use the Service in any manner that disrupts, damages, or impairs the Underlying Voice Platform, the telecommunications network, or any other customer's use of either.
4.4 No warranty as to the Underlying Voice Platform Provider's own terms
The Customer acknowledges that MRD's right to deliver the Service using the Underlying Voice Platform depends on MRD's own commercial arrangements with the Underlying Voice Platform Provider and any relevant telecommunications carriers. MRD does not represent or warrant to the Customer the specific terms of those arrangements beyond what is expressly stated in this Agreement. If MRD's access to the Underlying Voice Platform or to telecommunications carriage is suspended or terminated for reasons outside MRD's reasonable control, Clause 17 (Force Majeure) and Clause 12.4 (Service interruptions caused by third parties) apply.
4.5 Quality of service factors outside MRD's control
Call quality and Service availability depend on factors outside MRD's control, including the Customer's local network, internet connectivity, power supply, and the public switched telephone network. MRD is not liable for any disruption, interruption, degradation, or delay in the Service caused by any such factor, or more generally by any item, hardware, service, or system over which MRD has no control.
4.6 Required disclosures (data processing)
MRD will identify the Underlying Voice Platform Provider, the Underlying Voice AI Provider (where the AI Voice Receptionist add-on is purchased), and any other sub-processor that processes Customer Data or Caller personal data in connection with the Service, in MRD's Privacy Policy and/or Data Processing Addendum made available to the Customer separately from these Terms. The Customer should review those documents, which are incorporated into this Agreement by reference, for further detail on how Customer Data and Caller data is processed, stored, and protected.
5. Emergency Calling: Important Limitations
5.1 The Service is not a substitute for traditional emergency calling
THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE, INCLUDING THE AI VOICE RECEPTIONIST ADD-ON, MUST NOT BE RELIED UPON AS THE CUSTOMER'S SOLE OR PRIMARY MEANS OF PLACING EMERGENCY CALLS (including to 000 in Australia, 111 in New Zealand, 999 or 995 in Singapore, or 112/110/118/119 in Indonesia, as applicable). Cloud-based and AI-powered voice services, including the Service, may not reliably support emergency call routing, automatic location identification, or availability during power, internet, or network outages in the way that traditional fixed-line telephone services do.
5.2 Customer warranty
The Customer represents and warrants that it maintains, and will continue to maintain for the duration of the Subscription Term, at least one alternative means of communication (such as a mobile phone on a traditional cellular network) capable of reaching the relevant local emergency services number for each location from which the Customer or its personnel may need to place emergency calls.
5.3 Customer responsibility to inform personnel
The Customer is responsible for informing all Authorised Users and other personnel who may use the Service of the limitations described in this Clause 5, and for ensuring that emergency calls are not routed through, or relied upon to be routed through, the Service or the AI Voice Receptionist add-on.
5.4 Disclaimer
To the maximum extent permitted by applicable law, MRD, the Underlying Voice Platform Provider, and the Underlying Voice AI Provider disclaim all liability arising from or relating to the Customer's, an Authorised User's, or any other person's attempt to place an emergency call using the Service, including any failure, delay, or misdirection of such a call, except to the extent such liability arises from MRD's gross negligence or wilful misconduct.
6. Fees, Billing, and Payment
6.1 Fees
The Customer will pay the fees set out in the applicable Order Form, which may include: (a) fixed recurring fees for the Service plan, Numbers, and seats; (b) usage-based fees for call minutes, messaging, transcription, or other metered features (“Usage Fees”); and (c) fees for the AI Voice Receptionist add-on, where purchased, which may be billed on a per-minute or other consumption basis. Unless stated otherwise, fees are quoted exclusive of applicable taxes (including GST, VAT, and other indirect taxes), which will be added at the rate applicable in the Customer's region as set out in Schedule 1.
6.2 Usage Fees and call measurement
Usage Fees are calculated based on actual usage in the relevant billing period and are invoiced monthly in arrears unless otherwise stated in the Order Form. Call duration is measured in full-minute increments and rounded up to the next full minute for invoicing purposes. Inbound calls to a local (non-toll-free) Number are generally included in the Customer's plan unless otherwise specified; inbound calls to a toll-free Number, outbound calls, and calls to premium-rate numbers will incur Usage Fees at the rates set out in the Order Form or then-current published rate card.
6.3 Invoicing and payment terms
Fixed fees will be invoiced in advance for each billing period (monthly or annually, as set out in the Order Form). Invoices are payable within thirty (30) days of the invoice date, unless a different payment term is specified in the Order Form or Schedule 1 for the Customer's region.
6.4 Late payment
Without limiting MRD's other rights and remedies, MRD may charge interest on overdue amounts at the maximum rate permitted by applicable law, and may suspend the Customer's access to the Service if any undisputed invoice remains unpaid more than fifteen (15) days after MRD provides written notice of non-payment.
6.5 Fee changes
MRD may change its fees, including Usage Fee rates, for any renewal Subscription Term by giving the Customer at least thirty (30) days' written notice prior to the renewal date. Fee changes will not apply to the then-current Subscription Term. If the Customer does not agree to a fee change, the Customer may decline to renew in accordance with Clause 7.
6.6 Currency
Fees will be billed in the currency specified in Schedule 1 for the Customer's region, or as otherwise agreed on the Order Form.
6.7 Refunds
Except as expressly set out in this Agreement, in Schedule 1 (to reflect mandatory local consumer protection law), or as otherwise required by applicable law, fees are non-refundable. Usage Fees already incurred are non-refundable in all cases. Where MRD agrees to a refund of fixed fees, refunds will be calculated on a pro-rata basis for the unused portion of the relevant billing period.
7. Subscription Term, Renewal, and Suspension
7.1 Commencement
The Subscription Term commences on the date set out in the Order Form, or, if no date is specified, on the date the Customer first gains access to the Service.
7.2 Renewal
Unless otherwise specified in the Order Form, the Subscription Term will automatically renew for successive periods equal to the initial Subscription Term (e.g., monthly renews monthly, annual renews annually), unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. The Customer may decline to renew, or may cancel a monthly subscription, by providing written notice to MRD or via the cancellation mechanism made available in the Customer's account, where applicable.
7.3 Trial periods
Where MRD offers the Customer a free trial or evaluation period, the trial is provided for evaluation purposes only, may be limited in features, Numbers, call minutes, or duration, and is provided without any warranty, service level commitment, or indemnity from MRD, except as required by applicable law. MRD may terminate a trial at any time without liability. If the Customer does not enter into a paid Subscription Term before the trial ends, access to the Service, including any trial Number, will end automatically and may not be recoverable.
7.4 Usage limits
Each plan is subject to the usage limits (including call minutes, Number count, and seat limits) set out in the applicable Order Form. MRD will notify the Customer if usage materially and consistently exceeds the contracted plan and will work with the Customer in good faith to agree an appropriate plan upgrade.
7.5 Suspension
MRD may suspend the Customer's access to the Service, in whole or in part (including a specific Number or the AI Voice Receptionist add-on), without liability to the Customer, where:
the Customer fails to pay undisputed fees in accordance with Clause 6.4;
the Customer's use of the Service breaches Clause 8 (Acceptable Use), Clause 5 (Emergency Calling), or Clause 9 (AI Voice Receptionist-Specific Terms), or otherwise exposes MRD, the Underlying Voice Platform Provider, the Underlying Voice AI Provider, or any third party to legal liability or material operational risk;
the Underlying Voice Platform Provider or Underlying Voice AI Provider suspends or restricts MRD's own access for reasons attributable to the Customer's use of the Service; or
suspension is reasonably necessary to prevent harm to MRD, the Underlying Voice Platform, other customers, telecommunications networks, or any third party, including in response to a security incident, fraud, or suspected abuse of the Service.
Where reasonably practicable, MRD will give the Customer prior notice of suspension and an opportunity to remedy the relevant issue before suspension takes effect. MRD will restore access promptly once the relevant issue is resolved. Suspension does not relieve the Customer of its obligation to pay fees accrued, including any fixed fees for suspended Numbers.
8. Acceptable Use
8.1 General
The Customer must use the Service in compliance with all applicable laws and must not use the Service, or permit the Service to be used, to do or facilitate any of the following:
send, publish, or facilitate any communication that is unlawful, defamatory, harassing, threatening, obscene, or that infringes the intellectual property, privacy, or other rights of any third party;
engage in unsolicited telemarketing, robocalling, predictive or autodialing, bulk call-in lines, or any automated communication practice that would violate applicable telemarketing, anti-spam, or do-not-call laws, including the Spam Act 2003 (Cth) and Do Not Call Register Act 2006 (Cth) (Australia), the Unsolicited Electronic Messages Act 2007 and Telecommunications (Information) Regulations (New Zealand), Singapore's Spam Control Act 2007, Do Not Call Registry under the Personal Data Protection Act 2012, and equivalent telemarketing and consumer-protection regulation in Indonesia;
stalk, harass, bully, or harm another individual using the Service;
engage in fraudulent activity, including toll fraud, caller ID spoofing intended to deceive, or bypassing of phone identification systems;
collect, process, or transmit Sensitive Personal Data (such as full payment card numbers, health information, or government identity numbers) through the Service unless MRD has agreed in writing to support such processing and appropriate additional safeguards are in place; in particular, the Customer must not use the call recording feature while payment card or other sensitive financial information is being provided during a call;
use the Service to support, promote, or transact business in connection with: illegal goods or services; pornography or sexually explicit content; escort or adult services; unauthorised pharmaceutical or prescription products; gambling products or services; multi-level marketing or “make money online” schemes; or any other business that MRD, the Underlying Voice Platform Provider, or the Underlying Voice AI Provider reasonably determines poses a materially elevated legal, reputational, or regulatory risk;
attempt to gain unauthorised access to the Service, the Underlying Voice Platform, or any related systems or networks; or
use the Service in a manner that could disable, overburden, damage, or impair the Service, the telecommunications network, or interfere with any other party's use of either.
8.2 Call recording and consent
Where the Customer enables call recording or transcription, the Customer is solely responsible for providing any notice, obtaining any consent, and maintaining any documentation required under applicable law before recording or transcribing a call, including laws that require the consent of one or more parties to the call. Relevant laws include Part 13 of the Telecommunications Act 1997 (Cth) and applicable state surveillance device legislation in Australia, the Telecommunications (Interception Capability and Security) Act 2013 and Privacy Act 2020 in New Zealand, Singapore's Personal Data Protection Act 2012, and Indonesia's UU PDP and electronic information and transactions regulations. MRD does not monitor or verify the Customer's compliance with these requirements and accepts no liability for the Customer's failure to obtain any necessary notice or consent. Schedule 1 sets out further region-specific guidance.
8.3 Customer responsibility for Call Flow content
The Customer is solely responsible for the content of its Call Flows, IVR prompts, voicemail greetings, and any communications made or received through the Service, including ensuring such content does not violate applicable law or infringe any third party's rights.
8.4 Consequences of breach
A breach of this Clause 8 is a material breach of this Agreement and may result in suspension or termination of the Service under Clauses 7.5 and 16, and may also trigger the Customer's indemnification obligations under Clause 13. Where a Customer's breach of this Clause 8 causes the Underlying Voice Platform Provider, the Underlying Voice AI Provider, or a telecommunications carrier to suspend or terminate MRD's own account or access, the Customer will be liable to MRD for any resulting loss, in addition to MRD's other rights under this Agreement.
9. AI Voice Receptionist: Specific Terms
9.1 Applicability
This Clause 9 applies only to Customers who have purchased the AI Voice Receptionist add-on. It is in addition to, and does not replace, the rest of these Terms, which continue to apply to the Customer's use of the core Service.
9.2 How the AI Voice Receptionist works
The AI Voice Receptionist is powered in part by conversational voice AI technology provided by a third party (the “Underlying Voice AI Provider”), which in turn may rely on one or more third-party large language model providers to generate conversational responses (each, an “LLM Provider”). MRD configures and operates an AI voice agent (the “AI Agent”) on the Customer's behalf using this technology. By using the AI Voice Receptionist, the Customer acknowledges that call audio and related data may be processed by the Underlying Voice AI Provider and any LLM Provider as necessary to deliver the add-on.
9.3 Mandatory disclosure to Callers
The Customer must ensure that Callers interacting with the AI Agent are clearly and prominently informed, at the start of the call or at the first reasonable opportunity, that: (a) they are interacting with an artificial intelligence system and not a human; and (b) the call may be recorded, transcribed, and shared with MRD's AI technology providers (including the Underlying Voice AI Provider and any LLM Provider) for the purpose of providing and improving the Service. MRD will provide a default greeting and disclosure script that satisfies this requirement, which the Customer may customise provided the customised version continues to meet the requirements of this Clause 9.3 and applicable law. The Customer must update its own privacy notices and call-handling disclosures accordingly.
9.4 Consent for outbound calls
Where the Customer configures the AI Agent to place outbound calls, the Customer is solely responsible for obtaining all consents and providing all disclosures required by applicable telemarketing, anti-spam, and privacy law before any such call is placed, and for maintaining written records evidencing that consent for the longer of (a) the minimum period required by applicable law, or (b) five (5) years from the date consent was obtained.
9.5 Restrictions specific to the AI Voice Receptionist
In addition to Clause 8 (Acceptable Use), the Customer must not, and must not permit any Caller or third party to:
use the AI Voice Receptionist in a manner that violates any law or regulation governing the initiation, placement, recording, or monitoring of telephone calls or voice communications;
attempt to reverse engineer, extract, or discover the underlying models, weights, algorithms, or systems used by the Underlying Voice AI Provider or any LLM Provider, including through model extraction or scraping techniques;
use the AI Voice Receptionist to develop a competing foundation model or AI voice product;
submit, or configure the AI Agent to collect, full payment card numbers, government identity numbers, protected health information, or other categories of data subject to elevated data protection requirements, unless MRD has agreed in writing that this is supported; or
rely on any response generated by the AI Voice Receptionist as professional advice (including medical, legal, financial, or accounting advice); Generated Output is provided for general informational purposes only.
9.6 Sandbox testing
MRD will provide the Customer with the ability to preview and test the AI Agent's configuration in a sandbox or test environment before the AI Agent is connected to a live Number. The Customer is responsible for reviewing test call transcripts and recordings and confirming the AI Agent behaves as intended, including its handling of escalations to a human agent or voicemail, before go-live.
9.7 No ownership of underlying AI technology
The Customer acknowledges that it obtains no rights in or to the underlying voice AI models, voices, or technology used to deliver the AI Voice Receptionist, beyond the right to use the AI Agent as configured for the Customer's account as part of the Service. Clause 10.3 sets out the Customer's ownership of Generated Output.
9.8 No warranty regarding Generated Output
To the maximum extent permitted by law, MRD does not warrant the accuracy, completeness, or appropriateness of any Generated Output produced by the AI Voice Receptionist. The Customer is responsible for monitoring the AI Agent's performance (including via the reporting and transcript features made available as part of the Service) and promptly reporting any inaccurate, inappropriate, or harmful Generated Output to MRD so that MRD can investigate and adjust the relevant configuration.
9.9 Indemnification specific to the AI Voice Receptionist
In addition to Clause 13 (Indemnification), the Customer will indemnify, defend, and hold harmless MRD from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to the Customer's breach of this Clause 9, including any failure to provide the disclosures required by Clause 9.3 or to obtain the consents required by Clause 9.4.
9.10 Suspension specific to the AI Voice Receptionist
Without limiting Clause 7.5, MRD may suspend the Customer's access to the AI Voice Receptionist add-on specifically (while leaving the rest of the Service unaffected) where MRD reasonably believes the Customer's use of the add-on breaches this Clause 9, applicable law, or the acceptable use requirements of the Underlying Voice AI Provider or any LLM Provider.
10. Customer Data
10.1 Ownership
As between MRD and the Customer, the Customer retains all right, title, and interest in and to Customer Data, including call recordings, transcripts, and voicemails generated through the Customer's use of the Service. Nothing in this Agreement transfers ownership of Customer Data to MRD, the Underlying Voice Platform Provider, or the Underlying Voice AI Provider.
10.2 Licence to MRD
The Customer grants MRD a non-exclusive, worldwide, royalty-free licence to access, process, store, transmit, and otherwise use Customer Data solely as necessary to: (a) provide, maintain, secure, and support the Service; (b) configure and improve the Call Flows and AI Voice Receptionist configuration specific to the Customer's account; (c) comply with applicable law, including lawful requests from telecommunications regulators or law enforcement; and (d) as otherwise set out in MRD's Privacy Policy.
10.3 Customer warranties regarding Customer Data
The Customer represents and warrants that: (a) it has all necessary rights, consents, and lawful basis to submit Customer Data (including Caller personal data and call recordings) to the Service and to permit MRD, the Underlying Voice Platform Provider, and the Underlying Voice AI Provider to process it as contemplated by this Agreement; and (b) Customer Data, and the Customer's use of the Service, will not violate any applicable law or infringe any third party's rights.
10.4 Generated Output ownership
As between MRD and the Customer, the Customer owns all Generated Output (including AI-generated call transcripts, summaries, or responses produced through the Customer's use of the Service). MRD does not claim any ownership, copyright, or other proprietary right in Generated Output.
10.5 Aggregated and de-identified data
MRD may use Customer Data in de-identified or aggregated form, from which the Customer and individual Callers cannot reasonably be identified, for purposes of analysing, maintaining, supporting, and improving the Service and MRD's other products, including across MRD's customer base generally.
10.6 No use of Customer Data to train third-party foundation models
MRD does not use Customer Data to train its own general-purpose AI or machine learning models for use outside the Customer's account. Where AI features of the Service rely on the Underlying Voice AI Provider or its LLM Providers, MRD uses (or has confirmed that the Underlying Voice AI Provider uses) commercial arrangements under which Customer Data is not used to train or improve underlying foundation models, to the extent committed by those providers to MRD. This commitment is made to the extent of, and is limited by, the corresponding commitment made to MRD by its AI infrastructure providers, and MRD cannot independently audit those providers' internal systems.
10.7 Data retention and deletion
MRD will retain Customer Data, including call recordings and transcripts, for the duration of the Subscription Term and for a reasonable period thereafter to allow the Customer to export it, as further described in Clause 16.4 (Effect of Termination). The Customer may request earlier deletion of specific Customer Data, subject to MRD's and the relevant providers' reasonable technical and operational constraints, any legal retention obligations (including consent records required by Clause 9.4), and any telecommunications record-keeping requirements.
11. Data Protection and Privacy
11.1 General commitment
MRD will process personal data submitted to or collected through the Service, including call recordings and voice data, in accordance with MRD's Privacy Policy and, where applicable, a Data Processing Addendum entered into with the Customer, both of which are incorporated into this Agreement by reference. This Clause 11 summarises certain region-specific obligations; it does not limit MRD's broader obligations under applicable law.
11.2 Singapore, Personal Data Protection Act 2012 (PDPA)
Where personal data, including voice recordings, is collected, used, or disclosed in connection with the Service in Singapore, MRD will comply with its obligations as a data intermediary and/or organisation (as applicable) under the PDPA, including the Protection Obligation, Notification Obligation, and Data Breach Notification Obligation. The Customer remains responsible for ensuring Callers are given appropriate notice of, and where required, consent to, call recording and the collection, use, and disclosure of their personal data, as required under the PDPA and the Do Not Call provisions of the PDPA where outbound calling is used.
11.3 Australia, Privacy Act 1988 (Cth) and Australian Privacy Principles
Where the Service is used to collect or process personal information of individuals in Australia, including call recordings, MRD will handle such personal information in a manner consistent with the Australian Privacy Principles (APPs), including APP 8 (cross-border disclosure of personal information) where Customer Data is processed or stored outside Australia via the Underlying Voice Platform or Underlying Voice AI Provider. The Customer is responsible for ensuring its call recording practices and collection notices comply with the Privacy Act 1988 (Cth) and applicable state surveillance device legislation.
11.4 New Zealand, Privacy Act 2020
Where the Service is used to collect or process personal information of individuals in New Zealand, including call recordings, MRD will handle such personal information consistently with the Information Privacy Principles (IPPs) under the Privacy Act 2020, including obligations relating to cross-border disclosure of personal information under IPP 12 where data is processed or stored outside New Zealand.
11.5 Indonesia, Law No. 27 of 2022 on Personal Data Protection (UU PDP)
Where the Service is used to collect or process personal data of individuals in Indonesia, the Customer is responsible for obtaining valid consent (or relying on another lawful basis recognised under the UU PDP) from Callers for call recording and the processing of their personal data, and for providing Callers with clear information about automated/AI-assisted call handling, consistent with Indonesian electronic information and transactions regulations. Schedule 1 sets out further region-specific considerations for Indonesia, including in relation to electronic system operator obligations.
11.6 Cross-border data transfers
The Customer acknowledges that, because the Service is delivered using the Underlying Voice Platform and, where applicable, the Underlying Voice AI Provider, Customer Data (including call recordings and Caller personal data) may be transferred to, stored in, and processed in countries other than the Customer's own. MRD will ensure that such transfers are subject to appropriate safeguards as required by applicable data protection law, as further described in MRD's Privacy Policy and Data Processing Addendum.
11.7 Data breach notification
MRD will notify the Customer without undue delay after becoming aware of a data breach affecting Customer Data that is likely to result in a risk to the rights and interests of affected individuals, and will provide reasonably available information to assist the Customer in meeting its own notification obligations to regulators or affected individuals under applicable law.
12. Intellectual Property
12.1 MRD and provider IP
As between the Customer and MRD, MRD (and, where applicable, the Underlying Voice Platform Provider and the Underlying Voice AI Provider) retains all right, title, and interest, including all intellectual property rights, in and to the Service, the Underlying Voice Platform, the AI Voice Receptionist technology, MRD's methodologies, templates, Call Flow configurations (other than Customer-specific configuration content supplied by the Customer), documentation, and any underlying or related technology. Except for the limited right to use the Service as set out in this Agreement, no rights in the foregoing are granted to the Customer.
12.2 Customer's Materials
The Customer retains all intellectual property rights in materials it provides to MRD for configuring the Service, including its branding, IVR scripts, call routing logic, and policies (“Customer Materials”). The Customer grants MRD a non-exclusive, worldwide, royalty-free licence to use Customer Materials solely to provide and support the Service.
12.3 Generated Outputs
As between MRD and the Customer, the Customer owns all Generated Output (AI-generated transcripts, summaries, or other content produced through the Customer's use of the Service). MRD does not claim any ownership, copyright, or other proprietary right in Generated Output. This Clause 12.3 reflects, and is no broader than, the corresponding ownership commitment made to MRD by the Underlying Voice AI Provider in respect of AI-generated outputs. The Customer is solely responsible for reviewing Generated Output and ensuring its own use of it complies with applicable law.
12.4 Feedback
If the Customer provides MRD with feedback, suggestions, or ideas about the Service, MRD may use such feedback for any purpose, including to improve the Service, without obligation or compensation to the Customer, provided this does not include the disclosure of confidential Customer Data.
12.5 Trademarks
“MRD Voice Intelligence,” “MyRepublic Digital,” and associated logos are trademarks of MyRepublic Digital Pte. Ltd. or its Affiliates. The Customer may not use MRD's trademarks without MRD's prior written consent, except as reasonably necessary to refer to the Service in the ordinary course (for example, in the Customer's own internal documentation).
13. Service Level Commitment and Support
13.1 Applicability
This Clause 13 (Service Level Commitment) applies only to Customers subscribed to MRD Voice Intelligence Enterprise plans (or such other plan tier as MRD designates as eligible for a service level commitment in the Order Form). Customers on other plan tiers receive the Service without a contractual uptime commitment, though MRD will of course use reasonable efforts to maintain high availability for all plans. This Clause 13 applies to the core Service (call routing, IVR, and Number availability); MRD's ability to extend an equivalent commitment to the AI Voice Receptionist add-on depends on the corresponding commitment made to MRD by the Underlying Voice AI Provider, as noted in Clause 13.5.
13.2 Uptime commitment
For eligible plans, MRD commits to 99.9% uptime of the core Service, measured on a calendar month basis, excluding the exclusions in Clause 13.5.
13.3 Service credits
If MRD does not meet the uptime commitment in Clause 13.2 in a given calendar month, the Customer may request a service credit calculated as follows:
| Monthly Uptime | Service Credit | Notes |
|---|---|---|
| ≥ 99.9% | No credit | SLA met. |
| 99.0% to 99.89% | 10% of monthly fees for the affected month | Applies to Enterprise-tier MRD Voice Intelligence plans only. |
| 95.0% to 98.99% | 25% of monthly fees for the affected month | , |
| Below 95.0% | 50% of monthly fees for the affected month | Maximum credit available for any single month. |
13.4 Claiming a credit
To receive a service credit, the Customer must submit a written request to MRD within fourteen (14) days of the end of the affected calendar month, including reasonable supporting detail of the claimed downtime. Service credits will be applied against future invoices and cannot exceed the fees paid by the Customer for the affected month. Service credits are the Customer's sole and exclusive remedy for any failure by MRD to meet the uptime commitment in this Clause 13.
13.5 Exclusions
The uptime commitment in this Clause 13 does not apply to unavailability caused by or resulting from:
scheduled maintenance for which MRD provides at least twenty-four (24) hours' advance notice;
factors outside MRD's reasonable control, including internet, telecommunications, or power outages, denial-of-service attacks, or events described in Clause 17 (Force Majeure);
downtime or degradation of the Underlying Voice Platform or the Underlying Voice AI Provider that is itself subject to an uptime commitment from the relevant provider to MRD of no less than 99.9% per month (i.e., MRD's commitment to the Customer mirrors, and is contingent on, the equivalent commitment made to MRD by the relevant provider). For clarity, where no such 99.9% commitment exists from the Underlying Voice AI Provider in respect of the AI Voice Receptionist add-on, the uptime commitment in this Clause 13 does not extend to that add-on;
downtime or unavailability of any underlying telecommunications carrier network, including PSTN interconnection, beyond MRD's reasonable control; or
the Customer's misuse, misconfiguration, or use of the Service other than in accordance with the Documentation.
13.6 Support
MRD will provide support in accordance with the support tier and response time targets set out in the applicable Order Form. In the absence of a specified support tier, MRD will provide standard business-hours support (9am-6pm, Monday to Friday, in the Customer's local time zone as identified in Schedule 1, excluding public holidays) via the channel(s) notified to the Customer at onboarding.
14. Service Availability and Third-Party Dependencies
14.1 Beta and preview features
MRD may, from time to time, make beta, preview, or early-access features available to the Customer, including new AI Voice Receptionist capabilities. Such features are provided for evaluation purposes only, may be modified or withdrawn at any time, and are provided without any warranty, SLA, or support commitment, except as required by applicable law.
14.2 Third-party integrations
Where the Customer chooses to integrate the Service with other third-party software or platforms (such as a CRM or helpdesk), MRD is not responsible for the availability, functionality, security, or data handling practices of those third-party platforms. The Customer is solely responsible for complying with the terms of service of any such third-party platform.
14.3 Changes by the Underlying Voice Platform Provider or Underlying Voice AI Provider
The Customer acknowledges that the Underlying Voice Platform Provider and the Underlying Voice AI Provider may, from time to time, change, deprecate, or discontinue features of their respective platforms. MRD will use reasonable efforts to provide advance notice to the Customer of any such change that materially affects the Service, and to adapt the Service or recommend alternatives where reasonably possible, but MRD cannot guarantee the continued availability of any specific feature.
14.4 Service interruptions caused by third parties
MRD is not liable for any failure or delay in performance of the Service to the extent caused by an interruption, outage, or failure of the Underlying Voice Platform, the Underlying Voice AI Provider, any LLM Provider, any telecommunications carrier, or any other third-party service that is outside MRD's reasonable control, provided that MRD uses reasonable efforts to mitigate the impact on the Customer and to pursue any remedies available to MRD against the relevant third party.
15. Indemnification
15.1 Indemnification by the Customer
The Customer will indemnify, defend, and hold harmless MRD and its officers, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to: (a) Customer Data, including any claim that Customer Data infringes a third party's rights or violates applicable law; (b) the Customer's breach of Clause 5 (Emergency Calling), Clause 8 (Acceptable Use), Clause 9 (AI Voice Receptionist-Specific Terms), Clause 10.3 (Customer warranties), or Clause 11 (Data Protection and Privacy); (c) the Customer's use of the Service in combination with third-party platforms not provided by MRD; (d) the Customer's failure to obtain any consent or provide any notice required in connection with call recording, AI disclosure, or outbound calling; or (e) the Customer's breach of this Agreement.
15.2 Indemnification by MRD
MRD will defend the Customer against any third-party claim alleging that the Customer's authorised use of the Service (excluding Customer Data, Customer Materials, Generated Output, and any third-party platform or modification not made by MRD) infringes that third party's intellectual property rights, and will indemnify the Customer against damages and costs finally awarded against the Customer as a result, provided that the Customer: (a) gives MRD prompt written notice of the claim; (b) gives MRD sole control of the defence and settlement of the claim; and (c) provides reasonable cooperation, at MRD's expense. If the Service becomes, or in MRD's reasonable opinion is likely to become, the subject of an infringement claim, MRD may, at its option: (i) procure the right for the Customer to continue using the Service; (ii) modify or replace the Service to avoid the infringement while maintaining substantially equivalent functionality; or (iii) if neither option is commercially reasonable, terminate the affected Service and refund any prepaid, unused fees for the terminated portion of the Subscription Term. This Clause 15.2 states MRD's entire liability, and the Customer's sole and exclusive remedy, for any claim of intellectual property infringement.
15.3 Procedure
The indemnification obligations in this Clause 15 are conditional on the indemnified party providing prompt written notice of the relevant claim, reasonable cooperation (at the indemnifying party's expense), and allowing the indemnifying party to control the defence and any settlement, provided that no settlement that imposes liability on, or requires an admission from, the indemnified party will be agreed without that party's prior written consent.
16. Warranties, Disclaimers, and Limitation of Liability
16.1 Mutual warranties
Each party represents and warrants that it has full power and authority to enter into this Agreement and that doing so does not violate any other agreement to which it is a party.
16.2 MRD's limited warranty
MRD warrants that it will perform the Service in a competent and professional manner, using reasonable skill and care consistent with good industry practice. If MRD breaches this warranty, MRD's sole obligation, and the Customer's sole remedy, is for MRD to use commercially reasonable efforts to correct the non-conforming aspect of the Service at no additional charge, provided the Customer notifies MRD of the non-conformity within thirty (30) days of first becoming aware of it.
16.3 Disclaimer
EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 16.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE (INCLUDING THE AI VOICE RECEPTIONIST ADD-ON) IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MRD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, THAT CALLS WILL BE FREE OF PACKET LOSS OR QUALITY DEGRADATION, OR THAT ANY GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR FIT FOR THE CUSTOMER'S PARTICULAR PURPOSE. MRD DOES NOT WARRANT THAT VOICEMAIL MESSAGES, CALL RECORDINGS, OR TRANSCRIPTS WILL BE SUCCESSFULLY SAVED, GENERATED, OR RETRIEVABLE. THE CUSTOMER IS RESPONSIBLE FOR REVIEWING GENERATED OUTPUT BEFORE RELYING ON IT IN ANY MATERIAL OR HIGH-STAKES CONTEXT, AND ACKNOWLEDGES THE EMERGENCY CALLING LIMITATIONS DESCRIBED IN CLAUSE 5.
16.4 Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.5 Liability cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO CLAUSE 16.6, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO MRD UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
16.6 Carve-outs
The limitations in Clauses 16.4 and 16.5 do not apply to: (a) a party's indemnification obligations under Clause 15; (b) the Customer's payment obligations under Clause 6; (c) a party's breach of Clause 17 (Confidentiality); (d) liability arising from a party's fraud, wilful misconduct, or gross negligence; (e) the Customer's breach of Clause 5 (Emergency Calling) or Clause 9.4 (Consent for outbound calls); or (f) any liability that cannot be excluded or limited under applicable law, including non-excludable consumer guarantees under the Australian Consumer Law or the New Zealand Consumer Guarantees Act 1993 where they apply (see Schedule 1).
16.7 Basis of the bargain
The parties acknowledge that the limitations in this Clause 16 are an essential basis of the bargain between the parties and that MRD has set its fees in reliance on these limitations.
17. Confidentiality
17.1 Definition
“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including business, technical, and financial information, and the terms of this Agreement (but not Customer Data, which is governed by Clauses 10 and 11).
17.2 Obligations
The Receiving Party will: (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and no less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and professional advisers who have a need to know and who are bound by confidentiality obligations no less protective than this Clause 17.
17.3 Exceptions
These obligations do not apply to information that the Receiving Party can demonstrate: (a) was already known to it without restriction prior to disclosure; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without breach of any confidentiality obligation. The Receiving Party may disclose Confidential Information where required by law, regulation, or court order, provided it gives the Disclosing Party reasonable advance notice where legally permitted to do so.
18. Term and Termination
18.1 Term
This Agreement commences on the date the Customer accepts it (as described in Clause 1.2) and continues until the expiry or termination of the last Subscription Term under any Order Form, unless terminated earlier in accordance with this Clause 18.
18.2 Termination for cause
Either party may terminate this Agreement, including any active Order Form, by written notice if the other party: (a) materially breaches this Agreement and fails to cure that breach within thirty (30) days of receiving written notice describing the breach (or, for non-payment, within fifteen (15) days as described in Clause 6.4); or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to insolvency, administration, receivership, or equivalent proceedings that are not dismissed within sixty (60) days.
18.3 Termination for convenience
Either party may decline to renew a Subscription Term in accordance with Clause 7.2. Where the Order Form provides for a minimum committed term, neither party may terminate for convenience before the end of that minimum term, except as otherwise permitted under this Agreement.
18.4 Effect of termination
On termination or expiry of this Agreement for any reason: (a) all licences granted to the Customer under this Agreement immediately end and the Customer must cease using the Service; (b) the Customer remains liable for all fees accrued up to the effective date of termination, including any outstanding Usage Fees; (c) MRD will make Customer Data, including call recordings and transcripts, available for export for a period of thirty (30) days following termination, after which MRD may delete Customer Data in accordance with its data retention practices, except where applicable law requires longer retention (including consent records under Clause 9.4); (d) the Customer must promptly arrange to port out any Number it wishes to retain, in accordance with Clause 3.3, failing which the Number may be released and become unavailable for retrieval; and (e) each party will return or destroy the other party's Confidential Information in its possession, except as required to be retained by law or for legitimate archival/backup purposes consistent with Clause 17.
18.5 Survival
Clauses 6 (Fees, for amounts accrued before termination), 9.9, 10.1, 10.5, 11 (to the extent relating to data already processed), 12 (Intellectual Property), 15 (Indemnification), 16 (Warranties, Disclaimers, and Limitation of Liability), 17 (Confidentiality), 18.4-18.5, 20 (General Terms), and Schedule 1 (to the extent relevant to any surviving obligation) will survive termination or expiry of this Agreement.
19. Force Majeure
Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental action, pandemic, internet or telecommunications failures, fibre or cable cuts, power outages, or failure of a third-party provider (including the Underlying Voice Platform Provider, the Underlying Voice AI Provider, or any telecommunications carrier) to the extent outside MRD's reasonable control, provided that the affected party uses reasonable efforts to mitigate the impact and resume performance as soon as reasonably possible.
20. General Terms
20.1 Assignment
Neither party may assign or transfer this Agreement without the other party's prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of its assets relating to this Agreement, provided the assignee agrees to be bound by this Agreement.
20.2 Notices
Notices under this Agreement must be in writing and will be deemed given: (a) when delivered personally; (b) one business day after sending by recognised courier; or (c) when sent by email to the address notified by the receiving party for this purpose (in MRD's case, the contact details on the Order Form or as published on MRD's website), provided no bounce-back or delivery failure notice is received.
20.3 Amendments
MRD may update these Terms from time to time to reflect changes in the Service, legal or regulatory requirements, or industry practice. Except for changes required for legal, security, or regulatory reasons (which may take effect immediately upon notice), MRD will provide the Customer with at least thirty (30) days' notice of any material change to these Terms before it takes effect. Continued use of the Service after the effective date of any update constitutes acceptance of the updated Terms. If the Customer does not agree to a material change, the Customer may terminate this Agreement by written notice prior to the effective date of the change, in which case MRD will refund any prepaid, unused fixed fees for the remaining Subscription Term.
20.4 Entire agreement
This Agreement constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, proposals, or communications, whether written or oral, regarding its subject matter. In the event of a conflict between these Terms and an Order Form, the Order Form prevails only to the extent of the conflict and only in relation to commercial terms (such as fees, plan, and Subscription Term) expressly set out in it.
20.5 Severability
If any provision of this Agreement is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
20.6 No waiver
No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right, and no waiver will be effective unless made in writing and signed by the waiving party.
20.7 Relationship of the parties
The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties.
20.8 Subcontractors
MRD may use subcontractors (including the Underlying Voice Platform Provider, the Underlying Voice AI Provider, and telecommunications carriers) to perform its obligations under this Agreement, provided MRD remains responsible for the performance of the Service in accordance with this Agreement.
20.9 Publicity
MRD may identify the Customer as a customer of MRD Voice Intelligence (including using the Customer's name and logo) in MRD's marketing materials and customer lists, unless the Customer opts out by written notice to MRD. This will not be deemed an endorsement of MRD by the Customer.
20.10 Governing law and dispute resolution
This Agreement is governed by the laws specified for the Customer's region in Schedule 1, and the parties submit to the dispute resolution forum specified there for that region. Before commencing formal proceedings (including arbitration or litigation), the parties will first attempt in good faith to resolve any dispute through senior management discussions for a period of not less than thirty (30) days following written notice of the dispute, except where a party seeks urgent interim or injunctive relief.
20.11 Counterparts and electronic acceptance
This Agreement may be accepted electronically (including by clickwrap acceptance, electronic signature, or commencement of use of the Service) and such acceptance will be treated as a valid execution of this Agreement to the fullest extent permitted by applicable law in each of Singapore, Australia, New Zealand, and Indonesia.
Schedule 1: Regional Variations
This Schedule 1 forms part of, and is incorporated into, the Agreement. It applies based on the Customer's invoicing address, country of incorporation, or registered business address as identified on the Order Form (the “Customer's Region”). Where this Schedule conflicts with the main body of the Terms, this Schedule prevails for the Customer's Region only. Where the Customer's Region is not Singapore, Australia, New Zealand, or Indonesia, the Singapore column of this Schedule applies by default unless MRD and the Customer agree otherwise in writing.
| Topic | Singapore | Australia | New Zealand | Indonesia |
|---|---|---|---|---|
| Contracting MRD entity | MyRepublic Digital Pte. Ltd. (UEN 201842535D) | MyRepublic Digital Pte. Ltd. (Singapore), or its Australian Affiliate where one is named on the Order Form | MyRepublic Digital Pte. Ltd. (Singapore), or its New Zealand Affiliate where one is named on the Order Form | MyRepublic Digital Pte. Ltd. (Singapore), or its Indonesian Affiliate / local partner where one is named on the Order Form |
| Governing law | Laws of the Republic of Singapore | Laws of New South Wales and the Commonwealth of Australia, as applicable | Laws of New Zealand | Laws of the Republic of Indonesia |
| Dispute forum | Courts of Singapore, or, where MRD elects, arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules, seat of arbitration Singapore, conducted in English | Courts of New South Wales, Australia (parties submit to the non-exclusive jurisdiction of those courts) | Courts of New Zealand (parties submit to the non-exclusive jurisdiction of those courts) | Courts of competent jurisdiction in Indonesia, or, where the parties separately agree in writing, arbitration administered by the Indonesian National Board of Arbitration (BANI) |
| Currency / invoicing | Singapore Dollars (SGD), unless otherwise agreed | Australian Dollars (AUD), unless otherwise agreed | New Zealand Dollars (NZD), unless otherwise agreed | Indonesian Rupiah (IDR) or US Dollars (USD), as set out on the Order Form |
| Indirect tax | Goods and Services Tax (GST) at the prevailing Singapore rate, added to fees where applicable | Goods and Services Tax (GST) at the prevailing Australian rate (currently 10%), added to fees where applicable | Goods and Services Tax (GST) at the prevailing New Zealand rate (currently 15%), added to fees where applicable | Value Added Tax (VAT/PPN) at the prevailing Indonesian rate, added to fees where applicable, subject to applicable withholding tax rules |
| Emergency number(s) referenced in Clause 5 | 999 (police, fire, ambulance) / 995 (ambulance, fire non-emergency line also available) | 000 (police, fire, ambulance); 106 for text-based emergency access where applicable | 111 (police, fire, ambulance) | 112 (general emergency); 110 (police); 113 (fire); 118/119 (ambulance), depending on locality and operator |
| Call recording / interception law (Clause 8.2) | Personal Data Protection Act 2012 (consent and notification obligations apply to recording calls that capture personal data) | Telecommunications (Interception and Access) Act 1979 (Cth) and Part 13 of the Telecommunications Act 1997 (Cth) at the federal level; state-based surveillance/listening devices legislation (e.g., Surveillance Devices Act in various states) may impose additional consent requirements, the Customer should seek its own advice on the applicable state regime | Telecommunications (Interception Capability and Security) Act 2013 and Privacy Act 2020 (including IPP 1 and IPP 3 notice obligations) | Law No. 27 of 2022 on Personal Data Protection (UU PDP) and Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law, as amended), which impose consent and lawful-processing requirements relevant to call recording |
| Telemarketing / do-not-call regime | Do Not Call Registry under the Personal Data Protection Act 2012; Spam Control Act 2007 | Do Not Call Register Act 2006 (Cth); Spam Act 2003 (Cth) | Unsolicited Electronic Messages Act 2007; Telecommunications (Information) Regulations | Consumer protection and electronic transactions regulations under the ITE Law and related Ministry of Communication and Informatics (Kominfo) regulations |
| Key data protection law | Personal Data Protection Act 2012 (PDPA), as amended, and subsidiary regulations | Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs); state-based health records legislation where applicable | Privacy Act 2020 and the Information Privacy Principles (IPPs) | Law No. 27 of 2022 on Personal Data Protection (UU PDP) and implementing regulations |
| Consumer protection overlay | Consumer Protection (Fair Trading) Act 2003 may apply to dealings with small business Customers in limited circumstances; this Agreement is intended for business-to-business use under Clause 3.1 | Where the Customer qualifies as a “consumer” under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), nothing in this Agreement excludes, restricts, or modifies any non-excludable consumer guarantee implied by the ACL, and Clauses 16.3-16.5 apply only to the extent permitted by the ACL. If MRD breaches a non-excludable consumer guarantee, MRD's liability is limited (where permitted by the ACL) to, at MRD's option, re-supply of the Service or payment of the cost of having the Service re-supplied. |
Nothing in this Agreement excludes, restricts, or modifies any right or remedy under the Consumer Guarantees Act 1993 (CGA) that cannot lawfully be excluded. Where the Customer acquires the Service for the purposes of a business as contemplated by section 43 of the CGA, the parties agree the CGA does not apply to the supply of the Service, to the extent permitted by that section. |
This Agreement is intended for business-to-business use under Clause 3.1; Indonesian consumer protection law (Law No. 8 of 1999) is not generally intended to apply but nothing in this Agreement limits any mandatory protection that cannot lawfully be excluded |
| Telecommunications regulator / registration notes | Infocomm Media Development Authority (IMDA) regulates telecommunications services and numbering in Singapore; Number porting and provisioning is subject to IMDA rules | Australian Communications and Media Authority (ACMA) regulates telecommunications services, numbering, and the Do Not Call Register; certain VoIP/cloud telephony providers may have carriage service provider obligations under the Telecommunications Act 1997 (Cth) | Commerce Commission and relevant New Zealand telecommunications regulation apply to numbering and interconnection | Electronic System Operator (Penyelenggara Sistem Elektronik / PSE) registration with Kominfo may apply depending on deployment. Indonesian Customers should raise any PSE-related compliance questions with MRD prior to go-live. |
| Local business hours (per Clause 13.6) | 9am to 6pm SGT, Monday to Friday, excluding Singapore public holidays | 9am to 6pm AEST/AEDT, Monday to Friday, excluding NSW public holidays (or the Customer's local Australian time zone, where agreed) | 9am to 6pm NZST/NZDT, Monday to Friday, excluding NZ public holidays | 9am to 6pm WIB, Monday to Friday, excluding Indonesian national public holidays |
Schedule 1.1, Additional Australian Consumer Law Notice
Our Service comes with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Service, you are entitled: to cancel your Service contract with us; and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the Service or a good does not amount to a major failure, you are entitled to have problems with the Service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the Service or a good. This notice applies only to the extent the Customer is a “consumer” for the purposes of the Australian Consumer Law in respect of the relevant supply.
Schedule 1.2, Additional New Zealand Notice
Where the Customer is acquiring the Service for the purposes of a business, the parties agree that the Consumer Guarantees Act 1993 does not apply, to the extent permitted by section 43 of that Act. Where the Customer is not acquiring the Service wholly or predominantly for business purposes, nothing in this Agreement limits the Customer's rights under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986.
Schedule 1.3, Additional Indonesia Notice
This Agreement, and any Order Form entered into with an Indonesian Customer, may be provided together with an Indonesian-language version where required by Law No. 24 of 2009 on the National Flag, Language, Emblem, and Anthem and its implementing regulations regarding the use of the Indonesian language in agreements involving an Indonesian party. In the event of any inconsistency between the English and Indonesian-language versions, and to the extent permitted by applicable law, the English version will prevail for interpretation purposes between MRD and the Customer, unless otherwise required by Indonesian law or otherwise agreed in writing.
Schedule 1.4, Emergency Calling Notice (all regions)
As set out in Clause 5, the Service must not be relied upon as the Customer's sole means of placing emergency calls. The table above sets out the relevant local emergency number(s) for reference. The Customer should consult its own local telecommunications provider or regulator for the most current guidance applicable to its specific location.
Contact Information
If you have any questions about these Terms and Conditions, please contact us at:
MyRepublic Digital Pte. Ltd.
UEN: 201842535D
Registered Address: 11 Lorong 3 Toa Payoh, #04-11/15 Jackson Square, Singapore 319579
Website: www.myrepublicdigital.com
Email: [email protected]
By using MRD Voice Intelligence, the Customer acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions, including Schedule 1 (Regional Variations) and, where applicable, Clause 9 (AI Voice Receptionist-Specific Terms).

