Terms & Conditions of Use

1. About the Website and these Terms

(a) Welcome to myagentive.ai (Website). The Website allows you to access and use Agentive AI Employee services (Services), 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) 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. If you have signed a separate SaaS Services Agreement with Agentive, that signed agreement prevails over these Terms to the extent of any inconsistency.

(d) Agentive reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Agentive updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

2. Acceptance of the Terms

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 at checkout), or by purchasing or using a subscription to the Services.

3. About the Service and Deployment

(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, secure login credentials for your authorised users, and an initial onboarding session for your nominated 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.

4. Acceptable Use, Restrictions and Your Responsibilities

(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.

5. Security, Privacy and Data Breaches

(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.

6. Your Data, Data Use and Telemetry

(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 owns and retains 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. The data is used to provide the Services to you, as well as to facilitate Agentive's business operations. 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 controlled application telemetry concerning the operation, performance and use of the Services, such as skill invocation counts, feature usage statistics, integration error events, latency and performance metrics, system events and anonymised error logs. Telemetry is aggregated, summarised and anonymised on your instance before transmission to our central management infrastructure. Telemetry does not include your data, the content of any conversation or task, the names or contents of your files, or any personal information. We may use telemetry, and insights derived from it, for troubleshooting, support, security, improvement, enhancement, benchmarking and development of the Services and other Agentive offerings. Our rights over telemetry do not extend to your proprietary algorithms, your client project methodologies or your clients' data.

7. Subscription to Use the Service

(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) Subscription Fees are subject to change at Agentive's discretion. Any changes to Subscription Fees will be notified to you at least 30 days before the change takes effect. If you do not agree with the changes, you may cancel your Subscription before the new fees come into effect.

(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.

8. Payments

(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) You agree and acknowledge that Agentive can vary the Subscription Fee at any time and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription.

(e) 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.

(f) 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.

(g) 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.

9. Refund Policy and Service Remedies

(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.

10. Intellectual Property and Licence

(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 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) All intellectual property discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with the Software or the provision of any Services (including any enhancements, improvements and modifications to the Provider IP) automatically vests in, and is assigned to, Agentive. For clarity, this does not affect your ownership of your data under clause 6(a).

(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. No rights or licences are granted except as expressly set out in these Terms, and all other rights are expressly reserved.

(e) Marketing reference. You agree that Agentive may refer to you and your business name, publish your logo and trade marks, and refer to you as a customer of Agentive in communications or publications for the purposes of marketing or promoting Agentive's business, until you withdraw this consent by written notice to Agentive.

11. General Disclaimer

(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.

12. Limitation of Liability

(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 1.5 times 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.

13. Term, Cancellation and Termination

(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. To cancel, email support@agentive.au or use 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. 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.

14. Indemnity

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.

15. Dispute Resolution

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.

16. Venue and Jurisdiction

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.

17. Governing Law

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.

18. General

(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.