Terms of Service

These Terms of Service ("Terms") govern access to and use of Merlin, the client platform operated by Disrupt Digital Pty Ltd (ABN 84 632 577 818) ("Disrupt Digital", "we", "us"), including its CRM, lead capture, reporting, review management, bookings, AI assistant and platform-connection features (the "Platform"). By accessing the Platform, or by authorising anyone in your organisation to do so, you agree to these Terms on behalf of the business you represent ("you", the "Customer"), and you warrant that you have authority to do so.

How Merlin is provided

1. Through our brands. Merlin is currently provided to clients of Disrupt Digital and its trading brands as part of their marketing services subscriptions. Where you have a services agreement or subscription with us or one of our brands (a "Services Agreement"), that agreement governs the commercial terms (services, fees, term) and prevails over these Terms to the extent of any inconsistency; these Terms govern your use of the Platform itself.
2. White-label and direct offerings. The Platform may also be offered under other brand names, and in future by direct subscription. In every case Disrupt Digital Pty Ltd is the operator of the Platform and the counterparty to these Terms.

Accounts and access

1. Platform accounts are provisioned for businesses; users must be at least 18 and act for the Customer.
2. You are responsible for the confidentiality of login credentials and for all activity under your account, and must notify us promptly of any suspected unauthorised access.
3. Administrators on your account control team membership and access levels, and are responsible for keeping them appropriate. Certain actions (for example connecting platforms and authorising account links) are restricted to administrators.
4. Our authorised staff may access your account for support, administration and troubleshooting; such access is logged.

Platform connections and account linking

1. The Platform lets your administrators connect third-party accounts (for example Google Ads, Google Analytics, Google Business Profile, Google Search Console, Meta assets, and website platforms such as Wix or Squarespace) and authorise account links — durable access grants on those platforms, such as linking your advertising account under our manager account or granting our reporting identity access to your analytics property, so we can deliver reporting and manage campaigns.
2. By initiating a connection or link you confirm that you hold sufficient rights over the third-party account (for example administrator access) and authorise us to store the resulting credentials (encrypted) and to perform the linking actions you initiate.
3. Your use of connected platforms remains subject to those platforms' own terms. Data received from Google APIs is handled in accordance with the Google API Services User Data Policy, including its Limited Use requirements, as described in our Privacy Policy.
4. We are not responsible for the acts, omissions, outages, policy changes or account decisions of third-party platforms, nor for the consequences of you removing or modifying grants those platforms hold.
5. You may disconnect a connection at any time from the Platform; durable grants on the platforms themselves persist until removed there or through our off-boarding process. On termination of your services we will, on request, remove the access grants we hold within a reasonable period consistent with the platforms' partner policies.

Your data

1. You retain all rights in the data your business stores in or captures through the Platform, including your contacts, leads and connected-platform data ("Customer Data"). You grant us a licence to host, process, transmit and display Customer Data as needed to provide the Platform and services.
2. You are responsible for the lawfulness of Customer Data and its collection — including obtaining any consents required to collect leads and to send marketing communications, and complying with the Spam Act 2003 (Cth), the NZ Unsolicited Electronic Messages Act 2007 and applicable privacy laws with respect to your own customers.
3. We process personal information within Customer Data on your behalf and on your instructions, as described in the Privacy Policy.
4. On termination, Customer Data is available for export for 30 days, after which it is scheduled for deletion (excluding records we must retain by law).

Acceptable use

You must not, and must not permit anyone to:

• use the Platform unlawfully, or to store or distribute unlawful, infringing or harmful material;
• use lead-capture or messaging features to send spam or unsolicited communications;
• attempt to access other customers' data, probe or breach Platform security, or interfere with its operation;
• reverse engineer, copy or resell the Platform except as expressly permitted in writing (including under an approved white-label arrangement);
• connect third-party accounts you are not authorised to control.

We may suspend access where we reasonably believe these Terms are being breached or the Platform's security or integrity is at risk, and will restore it once resolved.

AI features

AI-generated content (summaries, suggestions, assistant responses) is produced by statistical models and may be inaccurate or incomplete. It is provided to assist, not to advise; you are responsible for reviewing AI output before relying on it or sending it to your customers. AI features are described further in the Privacy Policy.

Fees and billing

1. Where the Platform is bundled with a Services Agreement, fees are as set out in that agreement and billed through our billing provider. Direct subscription plans, if offered, will state their pricing at sign-up.
2. Fees are in Australian dollars unless stated otherwise and are exclusive of GST and other taxes, which are payable in addition where applicable.
3. We may suspend the Platform for overdue amounts after reasonable notice. Nothing in these Terms limits rights you have under the Australian Consumer Law or the NZ Consumer Guarantees Act.

Intellectual property

1. We (and our licensors) own the Platform and all intellectual property in it. You receive a non-exclusive, non-transferable right to use it for your internal business purposes during your subscription.
2. You own Customer Data (clause 4). If you give us feedback about the Platform we may use it without restriction or obligation.

Confidentiality and privacy

1. Each party must keep the other's confidential information confidential and use it only as needed to perform under these Terms, except where disclosure is required by law.
2. Our collection and handling of personal information is described in the Privacy Policy, which forms part of these Terms.

Availability and changes

1. We aim to keep the Platform available at all times but do not guarantee uninterrupted access; maintenance, upgrades and factors outside our control (including third-party platforms) may cause interruptions.
2. We may improve or modify Platform features from time to time. If a change materially reduces the core functionality you subscribe to, you may raise it with us and, where we cannot resolve it, end the affected subscription in accordance with your Services Agreement.

Warranties and liability

1. Certain guarantees apply under the Australian Consumer Law and the NZ Consumer Guarantees Act that cannot be excluded. Nothing in these Terms excludes, restricts or modifies those rights. Where the Platform is acquired for business purposes in New Zealand, the parties agree the Consumer Guarantees Act 1993 does not apply to the extent permitted.
2. Except for those non-excludable rights, the Platform is provided "as is" and we exclude all other warranties. We do not warrant that the Platform will meet your requirements or be uninterrupted, timely, secure or error free, and we are not responsible for matters outside our reasonable control. Reporting data reflects what connected platforms return to us and may be delayed, incomplete or revised by those platforms.
3. Where we are liable for breach of a non-excludable guarantee in respect of services, our liability is limited, at our option, to resupplying the services or paying the cost of resupply, to the extent permitted by section 64A of the Australian Consumer Law.
4. Subject to clause 11.1 and to the maximum extent permitted by law, we exclude all liability to you and to any third party — however arising, whether in contract, tort (including negligence), statute or otherwise — for any loss, damage, cost or expense arising out of or in connection with the Platform or these Terms, including direct loss and indirect, special, pure economic or consequential loss, and any loss of profits, revenue, business, anticipated savings, data or goodwill.
5. You release and hold us harmless from, and indemnify us against, all claims and liabilities arising from or in relation to Customer Data, your use or misuse of the Platform, or your breach of these Terms, except to the extent caused by our fraud or wilful misconduct.

Suspension and termination

1. Where the Platform is bundled with a Services Agreement, access ends in accordance with that agreement. Direct subscriptions may be cancelled per their stated plan terms.
2. Either party may terminate for material breach not remedied within 14 days of notice.
3. On termination: your access ends; Customer Data export is available for 30 days (clause 4.4); connection tokens are revoked and deleted; and durable platform grants are removed through off-boarding on request (clause 3.5). Clauses that by nature survive (including 4, 8, 9, 11 and 13) survive termination.

General

1. Governing law. These Terms are governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.
2. Notices may be given via the Platform or to the email addresses on the account / below.
3. Changes to these Terms. We may update these Terms from time to time; material changes will be notified through the Platform or by email, and continued use after the effective date constitutes acceptance.
4. Assignment. You may not assign these Terms without our consent; we may assign to a related body corporate or in connection with a corporate transaction with notice to you.
5. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
6. Entire agreement. These Terms, the Privacy Policy and your Services Agreement are the entire agreement regarding the Platform. If any provision is unenforceable it is severed and the rest remains in force.

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