Terms & Conditions of Use

(a) Welcome to agentive.au (Website). These Terms are the same Terms that apply at myagentive.ai. The Website allows you to access and use the Agentive AI Employee service, delivered through the MyAgentive platform (together, the Services, and MyAgentive where the context requires), including access to the software we make available as part of the Services (Software).

(b) The Website is operated by Agentive Services Pty Ltd, ACN 691 535 547 (Agentive, we, us). Please read these terms and conditions (Terms) carefully. By using, browsing and/or reading the Website, you signify that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of the Services, immediately.

(c) These Terms are Agentive's standard customer agreement. When you purchase a subscription, these Terms, together with the plan, fees, inclusions and usage limits shown to you at checkout and in your account (your Order Form), form the agreement between you and Agentive. No separately signed contract is required. From 21 September 2026 these Terms replace any earlier MyAgentive SaaS Services Agreement signed with a customer for the same subscription, from the date that subscription moves to the App; individually signed agreements are provided only for Custom plans. Individually signed agreements (a SaaS Services Agreement and, where appropriate, a mutual non-disclosure agreement) for Custom plans are arranged by emailing [email protected]. Where a signed agreement for a Custom plan is in force, that signed agreement prevails over these Terms to the extent of any inconsistency.

(d) Agentive may update these Terms from time to time. We will email you at least 7 days before any change that materially reduces your rights or increases your obligations takes effect, and you may terminate under clause 13 before it takes effect if you do not accept it. Changes that are minor, clarifying, required by law, or that only benefit you take effect on publication. The current version is always available on this page; we recommend you keep a copy for your records.

You accept the Terms by remaining on the Website, by clicking to accept or agree to the Terms where that option is made available to you (including the acceptance checkbox presented at checkout through our payment provider, Stripe), or by purchasing or using a subscription to the Services.

(a) Agentive AI Employee is a managed AI agent service that provides cloud-hosted AI employees for productivity, business automation, and specialised applications. Each subscription includes a dedicated single-tenant MyAgentive instance provisioned on Australian AWS infrastructure, configuration of that instance including user accounts and the base skill set for your plan, and secure login credentials for your authorised users.

(b) Multiple subscription tiers are offered. You acknowledge and agree that the accounts offered, as well as the account features, may change from time to time, and may be governed by separate terms which apply specific to the account. Where special account-specific terms apply, you will be informed, and must accept those terms before you are given such an account. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by account-specific terms.

(c) Some accounts may be governed by a separate signed agreement with Agentive, which may amend the terms of use. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by the terms of an applicable signed agreement.

(d) Any additional skills, integrations or customisations you request beyond the base skill set of your plan are out of scope of your subscription. We will, on request, quote you for such work, and any accepted quote forms part of your Order Form.

(e) The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Agentive is not responsible for any delays, delivery failures, or other damage resulting from such problems.

(a) AI systems can make errors. The Services utilise artificial intelligence technology that, while advanced, may produce inaccurate, incomplete, or inappropriate outputs. All AI-generated content, recommendations, and actions require human verification before use or implementation.

(b) Customer responsibility for AI outputs. You are solely responsible for reviewing, validating, and approving all AI-generated content before use. You must not rely on AI outputs without independent verification, particularly for matters with legal, financial, medical, or safety implications.

(c) Not professional advice. AI recommendations and outputs do not constitute professional advice (including but not limited to legal, financial, medical, tax, or accounting advice). You should consult qualified professionals for matters requiring professional expertise.

(d) Third-party AI provider. AI inference is performed on Amazon Bedrock, the managed AI service of Amazon Web Services (AWS), under our zero data retention arrangement with AWS (see clause 6A(b)). Inference runs in Australia by default. We choose which of the AI models available on Amazon Bedrock the Service uses, and we may change them at any time, but we only use models that Amazon Bedrock runs under zero data retention. Where the model we have chosen is not available on Amazon Bedrock in Australia, or AWS cannot provide sufficient AI capacity in Australia, inference may run on Amazon Bedrock in the United States on the same terms, unless you have made the Australia-only election in clause 6A(c) (see clause 6A(e)). We do not use any AI service other than Amazon Bedrock. The availability and performance of the Service is subject to the availability and performance of AWS, which is outside our control. Further detail on data hosting, AWS security and sub-processors is set out in clause 6A and in our Privacy Policy.

(a) Monitoring AI agent actions. You are responsible for monitoring the actions and outputs of your AI agent. This includes reviewing conversation logs, automated actions, and any integrations with third-party services.

(b) Configuring safeguards. You must configure appropriate safeguards, limits, and restrictions for your AI agent based on your use case and risk tolerance. Agentive provides tools for limiting AI capabilities, but you are responsible for implementing appropriate controls.

(c) Liability for AI-based actions. You are liable for any actions taken based on AI outputs, including but not limited to financial transactions, communications sent, files modified, and integrations triggered.

(d) Regular review. We recommend regular review of AI activities, conversation history, and automated actions to ensure the AI agent is operating as expected and within acceptable parameters.

(a) MyAgentive, its related features, and website must only be used lawfully. Agentive reserves the right to suspend, cancel, or otherwise deny access to users and accounts who use the service:

• To engage in any act that would disrupt the access, availability, and security of MyAgentive and other Agentive services, including but not limited to:
  • Tampering with, reverse-engineering, or hacking our servers.
  • Modifying, disabling, or compromising the performance of MyAgentive or other Agentive services.
  • Overwhelming, or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems.
  • Compromising the integrity of our system, including probing, scanning and testing the vulnerability of our system unless expressly permitted.
• For any illegal purpose, or to violate any laws, including data, privacy, and export control laws.
• To stalk, harass or threaten users and any member of the public.
• To misrepresent or defraud any user or member of the public through phishing, spoofing, or impersonating anyone else.
• To access, store, distribute or transmit viruses, worms, trojans or other malicious code, or material that is unlawful, harmful, threatening, defamatory, obscene, infringing or harassing, that facilitates illegal activity, or that abuses or causes damage or injury to any person or property.
• To use the Service in any way that violates intellectual property rights.

(b) Except as otherwise permitted by the Copyright Act 1968 (Cth) or agreed in writing by Agentive, you must not modify the Software, merge any aspect of the Software with another program, reverse engineer, copy, reproduce, create derivative works from, frame, download, display, transmit or distribute any of the Software or its source code, or any documents, manuals or setup instructions provided with the Software or in relation to the Services.

(c) You must not license, sell, rent, lease, transfer, assign or otherwise commercially exploit the Software or the Services, share features of the Software that are not publicly available with any unauthorised third party, or encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Software.

(d) You must not provide login details, passwords or other access to the Software to any unauthorised third party, and you must take all reasonable steps to prevent unauthorised access to or use of the Software.

(e) You are responsible for obtaining and maintaining any equipment and ancillary services needed to access the Services (such as devices, internet connectivity and operating systems), for maintaining the security of that equipment, your account, passwords and files, and for all uses of your account with or without your knowledge or consent.

(f) Any breach of this clause constitutes a breach of these Terms, and Agentive may, at its absolute discretion, terminate or suspend your access to or use of the Software or the Services and take further action against you for breach.

(a) Excluded territories. You must not use the Services in, or for the benefit of any person or entity domiciled in or operating from, Cuba, Iran, North Korea, Syria, Russia or Belarus, or any other country or territory subject to comprehensive economic sanctions imposed by Australia (DFAT), the United States (OFAC), the United Kingdom (OFSI) or the European Union. Agentive has no liability in respect of any use of the Services in those territories.

(b) Sanctioned persons. You warrant that you are not, and that no person who controls or beneficially owns you is, listed on any sanctions list maintained by DFAT, OFAC, OFSI or the EU, and you will not permit any sanctioned person to access or benefit from the Services.

(a) Agentive takes your privacy seriously and information provided through your use of the Website and/or Services is subject to Agentive's Privacy Policy, which is available on the Website.

(b) Each party will comply with its obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles to the extent applicable to that party.

(c) Data breach notification. If Agentive becomes aware of an eligible data breach (as defined in the Privacy Act) affecting your data, Agentive will notify you in writing without undue delay and will provide reasonable information to assist you in complying with your own notification obligations.

(d) Your authority. You warrant that you have all authority and consents required from any person whose personal information is uploaded to or processed through the Services, including your own clients and end users, and you indemnify Agentive against any claim by any such person arising from your failure to obtain those authorities or consents.

(a) You own your data. You own all right, title and interest in and to your data (including the content of your MyAgentive instance, agent memory, conversations, tasks and files) and any data derived from it that is provided to you as part of the Services. Agentive or its related companies own and retain all right, title and interest in and to the Services, the Software, and all related intellectual property (see clause 10).

(b) Agentive collects, stores and processes your data on MyAgentive solely to provide, operate, support, secure and bill for the Services, and as described in our Privacy Policy. Your data may be processed by the third-party providers described in clause 6A and our Privacy Policy, in accordance with their respective privacy policies and data processing agreements.

(c) Telemetry. We collect application telemetry about how the Services operate on your instance: feature and skill usage counts, error and issue reports, integration failures, latency and performance metrics, and system events. We use telemetry to detect and fix faults, support you, secure the Services, and improve and develop the Services and other Agentive offerings. Telemetry is aggregated and anonymised on your instance before it is sent to our central management infrastructure. Telemetry never includes your data, your clients' data, the content of any conversation or task, the names or contents of your files, or any personal information. Our rights over telemetry do not extend to your proprietary algorithms, your client project methodologies or your clients' data.

(a) Australian data residency. Your data at rest, including your MyAgentive instance, agent memory, conversations, files and backups, is stored in Australia on Amazon Web Services (AWS) in the Sydney (ap-southeast-2) or Melbourne (ap-southeast-4) region. AI inference is performed on Amazon Bedrock in Australia, except as described in clause 6A(e).

(b) No AI training and zero data retention. We do not use your data, the content of your conversations, or data derived from your use of the Services to train, fine-tune or improve any AI or machine-learning model. We have an agreement with AWS for zero data retention on Amazon Bedrock: no prompt or response is written to storage by AWS or shared with any model developer or any other third party, in Australia or in the United States, and AWS does not use your inputs or outputs to train any model. The only copies of your conversations and files are the ones on your own MyAgentive instance and its backups, both in Australia. We will not enable model invocation logging, or any other provider feature that would store your data, without your consent. AWS describes the security and data protection of Amazon Bedrock at https://aws.amazon.com/bedrock/security-compliance/.

(c) Australia-only election. If you require that your AI inference never leave Australia, you may give us written notice, and we will within a reasonable period either confirm Australia-only inference for your account or, failing that, allow you to terminate for convenience with a pro-rata refund of unused prepaid fees. While Australia-only inference applies, the Service uses only AI models available on Amazon Bedrock in Australia, and the affected AI features may pause when AWS cannot provide sufficient AI capacity in Australia.

(d) In-transit data. Traffic between you and the Services may pass through Cloudflare's global edge network for TLS termination and DDoS protection, depending on the location from which you connect to the internet. Cloudflare does not store the content of your requests at rest as part of this transit path.

(e) United States processing. Your AI inference runs on Amazon Bedrock in Australia by default. We may route your AI inference to Amazon Bedrock in the United States where (i) the AI model we have chosen for the Service is not available on Amazon Bedrock in Australia, or (ii) AWS cannot provide sufficient AI capacity in Australia, in which case the routing is temporary and ends when Australian capacity is restored. The availability of AI models and AI capacity in the AWS Australian regions is controlled by AWS and is outside our reasonable control. Your data at rest continues to be stored in Australia, and the zero data retention and no-training commitments in clause 6A(b) apply in the United States in the same way. We will notify you of any such routing (in advance where practicable, and otherwise as soon as practicable), and you may then elect to continue, or to pause use of the affected Services without penalty. If you have made the Australia-only election under clause 6A(c), we will not route your inference outside Australia.

(f) Optional features. Certain features (such as Telegram integration, voice synthesis, and SMS or outbound calling) involve transmission of your data to third-party providers outside Australia. These features are engaged only if you choose to enable them.

(g) Sub-processors. The third-party providers we engage to deliver the Services are listed in our Privacy Policy. We may add, replace or remove sub-processors from time to time and will give at least 30 days' notice of material changes to that list, by email or in-product notification.

(a) AI usage and allowances. Your plan includes the monthly AI usage allowance, active session, user, storage and support inclusions shown at checkout and in your Order Form. Any Add-ons (clause 6C) and prepaid AI usage (clause 6B(f)) you purchase in the App also form part of your Order Form. The current allowances and inclusions for each plan are published on our Pricing page and may change from time to time; where the inclusions that apply to your plan change, we will inform you in accordance with clause 7. AI usage is measured in Australian dollars at Agentive's published usage rates, which are Agentive's prices for the Services and include Agentive's margin; they are not a pass-through of, and may differ from, any amount charged to Agentive by AI model providers, and Agentive may change its published usage rates on 30 days' notice. Our metering systems, as displayed in the App, are the authoritative record of AI usage, absent manifest error.

(b) Allowance mechanics. Monthly allowances and inclusions reset on the first day of each calendar month, are not cumulative, do not roll over, and have no monetary or refund value if unused. Prepaid AI usage is treated differently: see clause 6B(f).

(c) Usage alerts. We will use reasonable endeavours to notify you when your AI usage in a calendar month reaches 80% and 100% of your monthly allowance.

(d) Spend limit. Your account has a monthly spend limit, set by default at 200% of your monthly allowance. You may raise or lower it in the App. When your AI usage in a calendar month reaches the spend limit we may pause the commencement of new tasks on your instance until you raise the limit, purchase prepaid AI usage or turn on auto top-up. A pause under this clause is not a failure or unavailability of the Services for the purposes of clause 13A.

(e) Additional usage. Usage beyond your allowance is first drawn from any prepaid AI usage balance and otherwise billed at the published usage rates shown in the App, in Australian dollars, invoiced monthly in arrears. We do not apply a penalty rate to additional usage. Published rates may change on 30 days' notice under clause 7(h). Additional storage beyond your plan's inclusion is charged at our published rates, applied only after notice to you.

(f) Prepaid AI usage. You may purchase prepaid AI usage packs in the App. The amount purchased is added to your AI usage balance at the value shown at purchase (including any bonus amount, which is promotional and may be withdrawn or varied for future purchases), is drawn on only after your monthly allowance is used, and carries forward from month to month while your Subscription remains active. Prepaid AI usage is non-refundable and non-transferable, has no cash value, and any unused AI usage balance is forfeited 90 days after your Subscription ends. Nothing in this clause limits your rights under the Australian Consumer Law.

(g) Auto top-up. If you turn on auto top-up, you authorise us to charge your nominated payment method for the prepaid AI usage pack you selected whenever your AI usage balance falls below the threshold you set, up to the monthly spend limit you set. You may turn auto top-up off at any time in the App. We will issue a tax invoice for each top-up.

(a) You may add optional features (Add-ons) such as additional users, Scheduled Tasks, the Planner, Memory Reflection, additional skill sets, additional client capacity or Ultra model access to your Subscription in the App or by asking us. Add-on availability and the number of Add-ons permitted on each plan are published on our Pricing page.

(b) Add-on fees are billed monthly with your Subscription Fee, pro-rated for the first partial month. You may remove an Add-on at any time; it remains active, and is charged, until the end of the then-current monthly period, after which access to the Add-on feature ends.

(c) Where an Add-on depends on a plan (for example the Planner requires the Team plan or above), changing to a plan that does not support the Add-on removes it at the end of the then-current monthly period.

(a) In order to access the Services, you must first purchase a subscription through the Website (Subscription) and pay the applicable fee for the selected Subscription (Subscription Fee). After purchasing a Subscription, you will be considered a member (Member).

(b) In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use, that the facilities and functions of the Services meet your requirements, and that your use of the Services complies with the laws and regulations of your jurisdiction.

(c) Before, during or after you have purchased the Subscription, you will then be required to register for an account through the Website before you can access the Services (Account).

(d) As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details).

(e) You warrant that any information you give to Agentive in the course of completing the registration process will always be accurate, correct and up to date.

(f) Once you have completed the registration process, you will be a registered user of the Website and agree to be bound by the Terms (User). As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (Subscription Period).

(g) You may not use the Services and may not accept the Terms if:

• You are not of legal age to form a binding contract with Agentive; or
• You are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

(h) Fees may change; no lock-in. Your Subscription runs month to month with no minimum term and no lock-in contract (clause 13). Subscription Fees, Add-on fees, allowances and published usage rates may change from time to time at Agentive's discretion. We will notify you at least 30 days before any change that increases what you pay or reduces what is included takes effect, and it applies from your first monthly renewal after that notice period. If you do not agree with the change, you may cancel your Subscription under clause 13 before it takes effect. Custom plans are priced under their separately signed agreement, which prevails over this clause (clause 1(c)).

(i) Promotional discounts. Any promotional or introductory discount is recorded in your Order Form and is applied at Agentive's discretion. We may withdraw or vary any such discount, in which case the fee reverts to the standard fee for your plan, by giving you at least 30 days' written notice (which may be by email). Because your Subscription runs month-to-month, you may cancel under clause 13 before the revised fee takes effect if you do not wish to continue at the standard fee.

(a) Subject to the terms of any applicable signed agreement, the Subscription Fee may be paid by all payment methods available on the Website, and may change from time to time.

(b) Payments made in the course of your use of MyAgentive may be made using third-party applications and services not owned, operated, or otherwise controlled by Agentive (including Stripe). You acknowledge and agree that Agentive will not be liable for any losses or damage arising from the operations of third-party payment applications and services, and you are responsible for the terms of any such third-party payment services you choose to use.

(c) You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.

(d) Where the Services are invoiced, payment is due within 7 days of the date of issue of the invoice. Unpaid amounts may attract interest at 1.5% per month on any outstanding balance (or the maximum permitted by law, whichever is lower), plus reasonable costs of collection. Persistent non-payment may result in suspension or termination of the Services.

(e) If you believe you have been billed incorrectly, you must contact Agentive within 60 days of the date of the first billing statement in which the error appeared in order to receive an adjustment or credit.

(f) Where applicable, GST or any other tax, charge, impost or duty payable in respect of the Services will be paid by you at the then-prevailing rate.

(a) Agentive offers refunds in accordance with the Australian Consumer Law and on the terms set out in these terms and conditions. Any benefits set out in these terms and conditions may apply in addition to consumer's rights under the Australian Consumer Law.

(b) Agentive's obligation, and your exclusive remedy, in respect of any non-conformance of the Services is limited, at Agentive's discretion, to: (i) Agentive, at its own expense, using reasonable endeavours to rectify the non-conformance by repair (whether by patch, workaround, correction or otherwise) within a reasonable period; or (ii) a refund of the fees paid for the affected period, if in Agentive's reasonable opinion it is unable to rectify the non-conformance within a reasonable timescale or at an economic cost, on which the Subscription will terminate.

(c) One-time setup fees are non-refundable once deployment has commenced.

(d) Because the Services are provided on a rolling monthly subscription that you may cancel at any time on 7 days' notice, fees already paid for the current monthly period are not refundable on cancellation for convenience. On termination you may request an export of your data as described in clause 13.

(a) Subject to these Terms, Agentive grants you a personal, non-exclusive, non-transferable and revocable licence to permit your authorised users to access and use the Software and the Services (including the intellectual property contained in them) during your Subscription.

(b) All right, title and interest in and to the Software, the Services, and any information or technology that may be provided to or accessed by you in connection with them, is owned and will remain owned by Agentive, its related companies or its licensors (Provider IP). Use of the Software or the Services does not transfer any ownership or rights in the Provider IP. You must not represent to anyone that you are the proprietor of the Software or the Provider IP.

(c) Skills and platform developments.

• Agentive-created IP. The MyAgentive AI technology, any AI agent skills or skill definitions created by Agentive (whether independently or in the course of providing the Services to you), and any enhancements, improvements and modifications to the Provider IP, are owned by Agentive or its related companies and form part of the Provider IP. You are granted a licence to use them as part of the Services during your Subscription under clause 10(a).
• Customer-created skills. Any AI agent skills or skill definitions that you (or your authorised users) create on the platform are owned by you, and form part of your data under clause 6(a). You grant Agentive a non-exclusive licence to host, copy, run and use them solely as required to provide the Services to you.

(d) The Website, the Services and all of the related products of Agentive are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. All trademarks, service marks and trade names are owned, registered and/or licensed by Agentive or its related companies. No rights or licences are granted except as expressly set out in these Terms, and all other rights are expressly reserved.

(e) Marketing reference. With your prior written consent (which may be by email), Agentive may refer to you and your business name, publish your logo, and refer to you as a customer of Agentive in its marketing. You may withdraw that consent at any time by written notice.

(a) Each party may disclose business, technical or financial information relating to its business to the other (Proprietary Information). Agentive's Proprietary Information includes non-public information regarding the features, functionality and performance of the Services. Your Proprietary Information includes your data.

(b) Each party agrees to take reasonable precautions to protect the other party's Proprietary Information, and not to use it (except in performance of the Services or as otherwise permitted by these Terms) or disclose it to any third party. For this purpose, Agentive's personnel are not third parties: they are Agentive's employees and the contractors Agentive engages, wherever they are located, each of whom is bound by written confidentiality obligations at least as protective as this clause and may access your Proprietary Information only on Agentive-controlled systems and only as needed to provide and support the Services.

(c) These obligations do not apply to information that, after 5 years from disclosure, the receiving party can document: is or becomes generally available to the public; was in its possession or known by it prior to receipt; was rightfully disclosed to it without restriction by a third party; was independently developed without use of the other party's Proprietary Information; or is required to be disclosed by law.

(d) Subject to the data export and retention provisions in clause 13, each party agrees to promptly destroy or return the other party's Proprietary Information in its possession when the Subscription ends.

(a) Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

(b) Subject to this clause, and to the extent permitted by law:

• All terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
• Agentive will not be liable for any special, indirect or consequential loss or damage, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms.

(c) Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. Agentive does not warrant that the Services will be uninterrupted or error free, that any third-party components of the Services will be accurate or error free, or that the Services will be compatible with any application, program or software not specifically identified as compatible by Agentive.

(d) No regulated advice. Agentive does not provide legal, taxation, accounting or financial product advice, or any service for which an Australian Financial Services Licence (AFSL) under the Corporations Act 2001 (Cth) or registration with the Tax Practitioners Board (TPB) is required. The Services are an AI-assisted productivity tool and are not a substitute for human professional judgement, review or due diligence. You remain responsible for verifying all outputs before relying on them, including any tax return, BAS lodgement, financial report or advice to your own clients, and for engaging appropriately licensed advisers where required.

(e) Agentive is not liable for any failure of the Services to provide a function not described in the documentation provided online as part of the Services, or any failure attributable to: modification of the Services other than by Agentive; accident, abuse or misapplication of the Services; use of the Services with other software or equipment without Agentive's written consent; use other than the latest, unaltered current release of the Services; or use other than in accordance with these Terms.

(f) Insurance. Agentive maintains professional indemnity and cyber liability insurance appropriate to its business and the Services from time to time. On your reasonable written request (no more than once per calendar year), Agentive will provide a current certificate of currency.

(a) No guarantee of AI accuracy. Agentive does not guarantee the accuracy, completeness, reliability, or suitability of any AI-generated output for any particular purpose. AI outputs may contain errors, omissions, or inappropriate content.

(b) Decisions based on AI outputs. Agentive is not liable for any decisions, actions, or consequences arising from reliance on AI-generated outputs, including but not limited to financial losses, business decisions, or personal matters.

(c) Third-party AI provider outages. Agentive is not liable for any service interruptions, degraded performance, or unavailability caused by third-party AI providers.

(d) AI capability changes. Third-party AI providers may modify, restrict, or discontinue AI capabilities at any time. Agentive is not liable for any changes to AI capabilities that affect the Services.

(a) Except in the case of death or personal injury caused by Agentive's negligence, and to the extent permitted by law, Agentive's total liability under or in connection with the Services or these Terms, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed an amount equal to the fees paid by you to Agentive for the Services in the 12 months prior to the act or omission that gave rise to the liability, whether or not Agentive has been advised of the possibility of such damages.

(b) Neither party is liable to the other for any loss, damage, costs or expenses of an indirect or consequential nature, including any economic loss, loss of turnover, loss of profits, revenue, business opportunity, goodwill, anticipated savings, holiday or personal time, or use of the Services.

(c) Without limiting clause 12(b), and to the extent permitted by law, Agentive is not liable for any penalty, fine, interest, assessment or sanction imposed on you by the Australian Taxation Office, the Tax Practitioners Board, the Australian Securities and Investments Commission, the Australian Information Commissioner, or any other regulator, or for any action, investigation or order brought by any such regulator, flowing from any failure, error, omission, delay or unavailability of the Services or from your reliance on their outputs.

(d) Insurer consent. Neither party will admit liability, consent to any judgment, or settle any third-party claim arising under or in connection with these Terms without first obtaining the consent of its insurer where required by its insurance policy.

(a) Rolling monthly term. Unless a separate signed agreement states otherwise, the Services are provided for an initial term of one (1) month and then continue automatically on a rolling month-to-month basis, each renewal being a further period of one (1) month on the same terms, until terminated as set out below.

(b) Cancellation for convenience. Either you or Agentive may terminate at any time, with no penalty, by giving at least 7 days' written notice (which may be by email) before the end of the then-current monthly period, in which case the Services will cease at the end of that monthly period. You will pay in full for the Services up to and including the last day on which they are provided, and fees already paid for the current month are not refundable.

(c) How to cancel. If your Subscription was created through our portal at app.myagentive.ai, you may cancel it at any time from your account in the portal. You may also cancel by emailing [email protected] or using the 'Contact Us' link on our homepage. We may send reminders before any cessation of the Services, including warnings about suspension of access and deletion of data.

(d) Termination for breach. In addition to any other remedy, either party may terminate on 30 days' written notice (or without notice in the case of non-payment) if the other party materially breaches these Terms and the breach is not remedied within that notice period. Agentive may also terminate or suspend your Subscription or Account if you breach any provision of the Terms or any applicable law, if Agentive is required to do so by law, or if the provision of the Services to you is, in Agentive's opinion, no longer commercially viable.

(e) Data export on termination. On termination, if you make a written request within 15 days, Agentive will make your data available to you in a standard machine-readable format (such as CSV, Markdown or JSON) at no additional cost. Your data is retained for at least 30 days after termination, and will not be deleted while a timely export request remains outstanding. After you have received the exported data, or after the export window has expired without a request, your data may be deleted. Copies of your data may persist in encrypted backups for up to the backup retention period in clause 13A(d) and are then overwritten in the ordinary course. Custom formats, additional exports or extended retention are available at commercially reasonable rates.

(f) Survival. All provisions of these Terms which by their nature should survive termination will survive, including accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnities and limitations of liability.

(a) Availability. Agentive will use commercially reasonable efforts to make the MyAgentive platform available at all times, excluding scheduled maintenance windows. A pause of new tasks under the spend limit (clause 6B(d)) is not counted as downtime or unavailability.

(b) Support. Technical support is available by email on weekdays between 9:00 am and 5:00 pm AEST, excluding Australian public holidays. You can raise a ticket at any time by emailing [email protected]. We aim to respond to support enquiries within 1 business day, and to resolve 90% of technical issues within 48 business hours of initial report. Support and training time beyond your plan's monthly inclusion is billed at our published rates, in 15-minute increments, and only with your prior approval.

(c) Maintenance. The Services may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance (whether by Agentive or third-party providers), or because of causes beyond Agentive's reasonable control. Planned maintenance is conducted outside business hours where possible, with at least 24 hours' notice; the default scheduled maintenance window is Sunday 9:00 pm to 3:00 am AEST.

(d) Backups and disaster recovery. Agentive maintains disaster recovery and backup procedures including automated daily backups, a recovery time objective (RTO) of a maximum of 48 hours for critical systems, a recovery point objective (RPO) of a maximum of 24 hours, and a minimum backup retention period of 7 days. Longer backup retention is available on written request at commercially reasonable rates.

You agree to indemnify Agentive, its officers, employees, agents, contributors, third party content providers and licensors from and against:

• All actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including reasonable legal fees) incurred, suffered or arising out of or in connection with your content or your data;
• Any third-party claim for injury, loss, damage or expense occasioned by or arising from any wilful, unlawful or negligent act or omission by you, or from your use of the Services in breach of clauses 4, 4A, 5 or 6A;
• Any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
• Any breach of the Terms.

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by circumstances beyond its reasonable control, including failure or unavailability of third-party infrastructure (such as AWS, Cloudflare or Stripe), acts of government, war, terrorism, pandemic, fire, flood, civil disturbance or industrial action. The affected party will give prompt notice and use reasonable efforts to mitigate the effect. If such an event continues for more than 60 days, either party may terminate on written notice.

15.1. Compulsory: If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

15.2. Notice: A party to the Terms claiming a dispute (Dispute) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

15.3. Resolution: On receipt of that notice (Notice) by that other party, the parties to the Terms (Parties) must:

• Within 7 days of the Notice endeavour in good faith to resolve the Dispute by negotiation or such other means upon which they may mutually agree;
• If 21 days after the date of the Notice the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that a mediator be appointed by the Resolution Institute (or its nominee), and attend mediation;
• The Parties are equally liable for the fees and reasonable expenses of the mediator and the cost of the venue of the mediation, and each Party pays its own legal costs;
• The mediation will be held in Victoria, Australia.

15.4. Confidential: All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

15.5. Termination of Mediation: If 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so. If the Dispute is not resolved at the conclusion of the mediation, either Party may institute legal proceedings concerning the subject matter of the Dispute.

The Services offered by Agentive are intended to be viewed by residents of Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia in respect of any dispute arising out of or in relation to the Website, the Services or these Terms.

The Terms are governed by the laws of Victoria, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Victoria, Australia. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

(a) Severance. If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed to the minimum extent necessary and the rest of the Terms shall remain in force.

(b) Assignment. Your Subscription is not assignable, transferable or sublicensable by you except with Agentive's prior written consent. Agentive may transfer and assign any of its rights and obligations under these Terms without consent.

(c) Entire agreement. These Terms, together with your Order Form, the Privacy Policy and any signed agreement between you and Agentive, are the complete and exclusive statement of the mutual understanding of the parties in relation to the Services and supersede all prior agreements, communications and understandings relating to their subject matter.

(d) No agency. No agency, partnership, joint venture or employment is created as a result of these Terms, and you do not have any authority to bind Agentive.

(e) No third-party rights. These Terms are for the benefit of you and Agentive only. No other person, including any of your clients, end users or affiliates, has any right to enforce or claim the benefit of any provision of these Terms.

(f) Notices. Notices under these Terms must be in writing and may be given by email. A notice is taken to be received when receipt is electronically confirmed (for email), on delivery (if personally delivered), the day after sending (by recognised overnight courier), or on receipt (by registered mail).

(g) Costs. In any action or proceeding to enforce rights under these Terms, the prevailing party is entitled to recover reasonable costs and legal fees.

(a) Scope. Clauses 1 to 18 apply to the Agentive AI Employee service. Where Agentive also provides AI consultancy (such as discovery sessions, AI readiness assessments, workflow analysis and strategic roadmaps) or custom application development (such as demo apps, minimum viable products and production software), this clause 19 applies to that work in addition to clauses 1, 2, 4, 5, 10, 10A, 11, 12, 14, 14A and 15 to 18.

(b) Consultancy. Consulting advice, AI readiness assessments and strategic recommendations are provided as professional opinions based on the information you provide. Implementation of recommendations remains at your discretion and risk.

(c) App development. Custom applications developed by Agentive are subject to a separate proposal, statement of work or project agreement, which defines deliverables, timelines, intellectual property ownership and acceptance criteria, and prevails over these Terms to the extent of any inconsistency.

(d) Fees. Consultancy and development fees may be fixed-price, hourly or milestone-based, as agreed in the relevant proposal or statement of work. Discovery sessions and consultancy engagements may require upfront payment or a deposit before work starts, and development projects typically require staged payments aligned with milestones. Quotes are valid for 30 days unless otherwise stated in writing. Prices are in Australian dollars unless stated otherwise.

(e) Refunds. Without limiting your rights under the Australian Consumer Law, refunds for consultancy or development work may be available if the work has not started or has been substantially under-delivered, assessed case by case.