NEW LIGHT PARTNERS PTY LTD — SPARKY AI SALES COACH SERVICE — TERMS AND CONDITIONS
Effective Date: Upon first engagement with the Sparky service.
Jurisdiction: These Terms are governed by the laws of the State of Victoria, Australia, and the Commonwealth of Australia, including the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
IMPORTANT NOTICE
BY ENGAGING WITH THE SPARKY AI SALES COACHING SERVICE IN ANY FORM, INCLUDING BY SENDING A MESSAGE, RESPONDING TO A COMMUNICATION, OR ACCESSING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE USING THE SERVICE AND NOTIFY NEW LIGHT PARTNERS PTY LTD AT marcus@nlpartners.com.au.
1. DEFINITIONS
1.1 “Company” means New Light Partners Pty Ltd (ABN 44 621 013 107), its directors, employees, agents and assigns.
1.2 “Service” means the Sparky AI Sales Coach tool, including all interactions, outputs, recommendations, communications and associated materials delivered through any medium.
1.3 “User” means any individual or entity that engages with the Service, whether directly or on behalf of a business.
1.4 “Engagement” means any act of communicating with, responding to, or otherwise making use of the Service, regardless of the channel or format.
1.5 “Output” means any content, advice, feedback, analysis, draft, recommendation or communication generated by the Service in response to a User’s input.
1.6 “Confidential Information” means any information disclosed by the User in the course of using the Service that is not publicly available, including but not limited to business strategies, client details, financial information, sales data and personnel information.
2. ACCEPTANCE OF TERMS
2.1 These Terms constitute a legally binding agreement between the User and the Company. Acceptance is deemed to occur upon the earlier of (a) the User affirmatively accepting these Terms (for example, by ticking an acceptance box at sign-up), or (b) the User’s first Engagement with the Service.
2.2 The Company reserves the right to amend these Terms at any time. Where practicable, Users will be notified of material changes.
2.3 Continued use of the Service following notification of any amendment constitutes acceptance of the amended Terms.
3. NATURE OF THE SERVICE
3.1 The Service is an artificial intelligence tool that applies the proprietary sales methodology, coaching frameworks, and intellectual property of Marcus Corah and the Company as an overriding logic and reasoning layer to standard language models.
3.2 The Service does not constitute legal, financial, accounting, psychological or any other form of regulated professional advice. All Output is provided for informational and coaching purposes only.
3.3 The Company makes no representation that the Service will be error-free, uninterrupted, fit for any particular purpose or that any Output will produce specific results. The User acknowledges that AI-generated content may be imperfect, incomplete or require human review before application.
3.4 The Service may be offered as a beta or production service from time to time. Where the Service is identified as a beta service, clause 13 applies. The Company reserves the right to modify, limit, suspend or discontinue the Service in accordance with these Terms.
3.5 AI Disclaimer: The User acknowledges that the Service uses artificial intelligence technology, which may occasionally generate inaccurate, incomplete, or inconsistent outputs (“hallucinations”). The User agrees to independently verify all Output before relying on it for business decisions and accepts full responsibility for such verification.
3.6 While the Service draws on professional sales coaching methodology, it supplements rather than replaces professional coaching relationships. Users with existing coaching agreements should refer to those agreements for terms governing professional services.
3.7 Automated Decision-Making (ADM) Disclosure: The Service utilises Automated Decision-Making technology to generate sales strategies, communication drafts, and behavioural coaching recommendations. While these outputs are designed to assist the User, they do not replace human judgment. All final business decisions, including those based on Sparky’s suggestions, remain the sole responsibility of the User.
4. INTELLECTUAL PROPERTY
4.1 All intellectual property in the Service, including but not limited to the underlying methodology, frameworks, training materials, system architecture, branding and the name “Sparky”, is and remains the exclusive property of the Company and Marcus Corah.
4.2 Output generated by the Service is provided to the User under a limited, non-exclusive, non-transferable licence for the User’s internal business purposes and ordinary sales activities. The User may not reproduce, distribute, sublicense, publish or commercialise any Output as a standalone product or service, or in a manner that competes with or exploits the Company’s methodology, without prior written consent from the Company.
4.3 Nothing in these Terms transfers any intellectual property rights to the User. All rights not expressly granted are reserved.
4.4 The User grants the Company a perpetual, royalty-free, worldwide licence to use anonymised, de-identified inputs and interactions for the Company’s own purposes of operating, improving and training the Service. This licence relates to the Company’s internal service-improvement activities only and does not authorise the training of third-party large language models on identifiable User content (see clause 9.2). Such use will be conducted in accordance with applicable privacy laws and in a manner that does not identify the User or their clients.
5. CONFIDENTIALITY
5.1 The Company will treat all Confidential Information disclosed by the User with reasonable care and will not disclose it to third parties except: (a) as required by law; (b) as necessary to operate and improve the Service (including to third-party AI providers, in anonymised or de-identified form where practicable); or (c) with the User’s consent.
5.2 The User acknowledges that Marcus Corah, as supervising principal, may access interactions with the Service for quality assurance, oversight and programme management purposes. The User consents to this access by engaging with the Service.
5.3 The User must not input into the Service any information that is subject to a third-party confidentiality obligation, or that the User does not have the right to disclose.
5.4 The confidentiality obligations in this clause do not apply to information that: (a) is or becomes publicly available through no fault of the Company; (b) was already known to the Company prior to disclosure; or (c) is required to be disclosed by law or regulatory authority.
6. LIMITATION OF LIABILITY
6.1 To the maximum extent permitted by applicable law, the Company excludes all liability for any loss or damage arising from or in connection with the User’s use of or reliance on the Service or any Output, including but not limited to loss of revenue, loss of profit, loss of opportunity, loss of data or consequential loss.
6.2 Where liability cannot be excluded under the Australian Consumer Law or other applicable legislation, the Company’s liability is limited, at its election, to: (a) re-supply of the Service; or (b) payment of the cost of having the Service re-supplied.
6.3 The User assumes sole responsibility for any decisions made or actions taken in reliance on Output from the Service.
6.4 For the Service provided at no charge (including during any beta programme), the Company’s total aggregate liability to any User arising out of or in connection with the Service, whether in contract, tort (including negligence), statute or otherwise, is limited to AUD $100.
6.5 For the Service provided on a paid basis, the Company’s total aggregate liability arising out of or in connection with the Service, whether in contract, tort (including negligence), statute or otherwise, is limited to the total fees paid by the User to the Company for the Service in the twelve (12) months immediately preceding the event giving rise to the liability.
6.6 Without limiting clauses 6.1 to 6.5, the Company is not liable for any loss or damage arising from the User’s use of, or any third party’s receipt of, any Output, including any regulatory penalty, fine, claim or sanction arising from the User’s failure to comply with applicable laws (including electronic marketing, spam, privacy and consumer protection laws).
7. INDEMNITY
The User indemnifies and holds harmless the Company, its directors, employees and agents from and against any claim, loss, damage, cost or liability (including reasonable legal costs) arising from: (a) the User’s use of the Service in breach of these Terms; (b) any inaccurate, unlawful or misleading information provided by the User to the Service; or (c) any third-party claim arising from the User’s application of any Output.
8. ACCEPTABLE USE
8.1 The User must not use the Service for any unlawful, misleading, defamatory, fraudulent or harmful purpose.
8.2 The User must not attempt to reverse-engineer, extract, replicate or misappropriate the underlying methodology, training data or system architecture of the Service.
8.3 The User must not represent Output as their own original work in a manner that is misleading to third parties, particularly where such representation implies that the work was created without the assistance of AI.
8.4 The User must not attempt to interfere with the Service’s operation, including by bypassing security measures, overloading systems, or using automated tools to send excessive or abusive requests.
8.5 The Company reserves the right to suspend or terminate a User’s access to the Service immediately and without notice if these conditions are breached.
8A. USER RESPONSIBILITY FOR COMPLIANCE AND USE OF OUTPUT
8A.1 Compliance is the User’s responsibility. The Service may generate marketing copy, email sequences, outreach messages, scripts and other communications. Such Output is provided as draft content only. The User is solely responsible for ensuring that any Output, and any use the User makes of it, complies with all laws, regulations, industry codes and platform rules applicable to the User and to the User’s intended recipients, including laws governing electronic marketing and direct communications.
8A.2 Electronic messaging laws. Without limiting clause 8A.1, where the User uses Output for email, SMS or other electronic communications, the User is responsible for compliance with all applicable requirements, which may include obtaining valid consent from recipients, accurately identifying the sender (including providing the sender’s legal name and relevant business identifiers), providing a functional and clearly presented unsubscribe or opt-out mechanism, honouring opt-out requests within required timeframes, and registering with or notifying any relevant regulator or register. In Australia these requirements arise under laws including the Spam Act 2003 (Cth), the Privacy Act 1988 (Cth) and associated regulatory schemes administered by the Australian Communications and Media Authority (ACMA). Users operating in, or sending communications to recipients in, other jurisdictions are responsible for compliance with the equivalent laws of those jurisdictions.
8A.3 No compliance assurance. The Company does not review Output for legal or regulatory compliance and does not represent or warrant that any Output is compliant with any law, regulation, code or platform rule. The Service produces copy to the best of its ability based on the User’s inputs; it does not and cannot guarantee that the resulting content, or the manner in which the User deploys it, will be lawful in the User’s circumstances. The User must obtain its own legal advice where appropriate.
8A.4 General responsibility for all Output. The User accepts full and sole responsibility for all use of, reliance on, and consequences arising from every Output generated by the Service, regardless of type or channel. This responsibility applies to all Output, not only to marketing or electronic communications. The Company is not accountable for how the User uses, adapts, distributes or transmits any Output, subject to clause 6.2 and any rights the User has under the Australian Consumer Law that cannot lawfully be excluded.
8A.5 User warranty — supplied content, testimonials and recipient data. The User represents and warrants that any testimonial, case study, quotation, endorsement, statistic, client name, contact detail, or other third-party material the User supplies to the Service or directs the Service to use: (a) is genuine, accurate and not misleading; (b) is reproduced from a real source; and (C) is used with all necessary rights, permissions and consents, including the consent of any named individual or organisation, to use that material in outbound marketing or other communications. The Service reproduces supplied testimonials and quotations as provided and does not verify their authenticity, accuracy, or that the User holds the necessary permissions. The User is solely responsible for the truthfulness and lawful use of all such material, and the indemnity in clause 7 applies to any claim arising from it.
9. PRIVACY AND DATA PROTECTION
9.1 The Company collects and handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Personal information collected through the Service is used solely for the purpose of delivering and improving the Service. The Company will not sell or rent personal information to third parties.
9.2 Infrastructure and third-party processing. The Service is hosted on third-party server infrastructure (currently Hostinger) and is delivered through an interface built on Open WebUI. To generate Output, User inputs are processed by third-party large language model providers accessed via an aggregation service (currently OpenRouter, routing to models including DeepSeek). Where the Service performs web research, search queries — which may include names or other details the User provides — are sent to a third-party search provider (currently Brave). User data is encrypted in transit and is processed on shared third-party cloud resources. The Company does not control, and cannot guarantee, the data-handling, retention, or model-training practices of these third-party providers, and the User acknowledges that processing is subject to those providers’ own terms. The Company will take reasonable steps to select reputable providers and, where a provider offers configurable data controls, to apply settings consistent with protecting User data. As the Service scales, the Company intends to migrate toward more isolated infrastructure. Users should not input information they are not willing to have processed by such third-party providers.
9.3 Data Security: The Company implements reasonable security measures to protect User data. In the event of an eligible data breach, the Company will notify affected Users as soon as practicable and in accordance with its obligations under the Notifiable Data Breaches scheme in the Privacy Act 1988 (Cth).
9.4 Data Rights: Users may request deletion of their personal information by contacting marcus@nlpartners.com.au. Deletion requests will be processed within 30 days, except where retention is required by law or is necessary for the Company to assert or defend legal claims.
9.5 Channel isolation limitation. The Service enforces separation between different Users’ stored data at the infrastructure level for interactions conducted through its primary interface (currently Open WebUI). The User acknowledges that where the Service is accessed through certain direct messaging channels (such as Telegram or WhatsApp), the same per-User data-separation controls may not apply in full. The Company will disclose the available access channels for any paid plan and the User should not transmit another party’s confidential information through any channel the Company has not confirmed as isolated. The Company continues to develop its data-separation controls across all channels.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1 These Terms are governed by the laws of the State of Victoria, Australia.
10.2 Any dispute arising from or in connection with these Terms that cannot be resolved by good-faith negotiation between the parties shall be referred to mediation before any court proceedings are commenced.
10.3 The parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.
11. SEVERABILITY
If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be severed from the remainder of the Terms, which shall continue in full force and effect.
12. ENTIRE AGREEMENT
These Terms constitute the entire agreement between the User and the Company with respect to the Service and supersede all prior representations, agreements or understandings, whether written or oral.
13. BETA PROGRAMME CONDITIONS
13.1 Where the Service is offered as a beta programme, the Company reserves the right to modify access terms, introduce or change fees, or discontinue the Service at any time with reasonable notice where practicable.
13.2 Beta participants acknowledge that the Service is under active development and may contain bugs, errors, or incomplete features, and that performance and availability may vary.
13.3 The Company may terminate any User’s beta access at any time without cause. Where reasonable, the Company will provide notice of termination, but is not obliged to do so where there is a breach of these Terms or misuse of the Service.
13.4 Any feedback, suggestions or ideas provided by Users in the course of the beta programme may be used by the Company without restriction or obligation to the User, unless otherwise agreed in writing.
13.5 Subscription and Cancellation: Where the Service is provided on a paid subscription basis, the User may cancel their subscription at any time via the User Dashboard or by contacting the Company. Cancellation will be effective at the end of the current billing cycle. No hidden retention hurdles or complex cancellation paths will be applied. Current pricing is set out on the Company’s website or as otherwise notified to the User at the time of subscription.
New Light Partners Pty Ltd
For queries regarding these Terms, contact: marcus@nlpartners.com.au
These Terms were last reviewed: June 2026