Terms of Service

2.1 Overview

Automate AI Limited provides artificial intelligence automation solutions, including but not limited to:

• Workflow Automation – intelligent back-end workflows to improve efficiency
• AI Micro Apps – web-based front-ends connected to workflows, enabling staff to interact through forms, uploads, dashboards and approval interfaces
• Voice Agents – inbound and outbound AI-powered call handling, with options for live transfer, compliance controls and usage-based billing
• AI Website Design – AI-assisted design and build of websites tailored to business needs
• Custom Software Development – AI-assisted development of custom integrations, webhooks, mobile apps, web applications, and SaaS solutions
• AI Document Processing – intelligent data extraction from invoices, receipts, forms and documents with integration to accounting software and CRMs
• AI Business Intelligence – custom dashboards unifying business data with AI-powered insights and real-time reporting
• AI Content Generation – blog posts, social media content, website copy and marketing materials created by AI and reviewed by humans
• AI Lead Scoring – predictive AI that scores and prioritises leads with CRM integration and automated routing
• AI SEO Optimisation – automated keyword research, content optimisation, technical audits and backlink building
• AI Competitor Intelligence – tracking of competitor pricing, marketing campaigns, website changes and strategic reporting

2.2 Core Services

3.1 Available Packages

AI Solution Plans (subscription-based, billed monthly in advance via Stripe):

• Starter: $99+GST/month — 1 AI-powered feature, expert setup, ongoing maintenance, NZ-based support
• Growth: $249+GST/month — Multiple connected AI features, priority setup & support, performance analytics, quarterly strategy sessions
• Scale: $499+GST/month — Advanced multi-process automations, dedicated account manager, custom integrations, 24/7 priority support, monthly strategy reviews
• Premium: $999+GST/month — Custom React apps & admin portals, end-to-end platforms, included AWS hosting & LLM costs, dedicated dev team, weekly progress meetings. $1,500+GST one-time platform setup fee. 3-month minimum commitment.

• Voice Agents: $70+GST/month for 100 inbound minutes included. $450+GST one-off setup fee. Additional inbound minutes $0.49+GST/min. Outbound calls $0.49+GST/min plus $0.15+GST/min NZ call termination. Month-to-month, no lock-in. Billed monthly in advance via Stripe.
• AI Website Design: From $90+GST/month subscription
• Custom Development: From $2,500 project-based, AI-assisted with 40–70% cost savings, includes AWS hosting with NZ data sovereignty
• AI Document Processing: From $299+GST/month
• Training Workshops: From $1,000 (2-hour discovery), half-day and full-day options available

3.2 Pricing Terms

All pricing is in New Zealand Dollars (NZD) and excludes GST (15%) unless stated. Subscription fees are billed monthly in advance via Stripe. Project fees are invoiced as quoted. Setup fees are charged as a one-off payment prior to service activation.

3.3 Payment Methods

Subscriptions: Stripe recurring billing (Starter, Grow, Micro Apps, Voice Agents, and applicable new services)

Enterprise & Project-based Services: Invoice payment or Stripe subscription, subject to agreement

3.4 Payment Terms

• Subscription fees are payable monthly in advance via Stripe
• Voice Agent setup fee ($450+GST) payable before service activation
• Premium plan setup fee ($1,500+GST) payable before platform development begins
• Website and custom development projects invoiced in stages (deposit, progress, completion)
• Payment due within 14 days of invoice date (or as specified in contract)

3.5 Failed Payments

• Day 0: Payment failure notice, workflows/agents/apps paused
• Day 1–7: Automatic retries
• Day 10: Subscription cancelled and services suspended

5.1 Workflows & Micro Apps

Current AI Solution Plans:

• Starter: $99+GST/mo (1 AI feature)
• Growth: $249+GST/mo (multiple connected features)
• Scale: $499+GST/mo (advanced multi-process)
• Premium: $999+GST/mo (custom platforms)

Token allowances apply per plan and are detailed in the service agreement.

5.2 Voice Agents

$70+GST/month includes 100 inbound minutes. Additional inbound minutes are billed at $0.49+GST per minute. Outbound calls are charged at $0.49+GST/min plus $0.15+GST/min for NZ call termination, and are not deducted from the 100 included inbound minutes. A one-off setup fee of $450+GST applies. Usage is billed monthly in advance for the base plan; overage is billed monthly in arrears.

5.3 AI Document Processing

Charged based on document volume processed, accuracy requirements and integration complexity. Volume discounts apply for high-volume processing.

5.4 Custom Software Development

Charged on project basis with agreed scope, timeline and deliverables. Payment typically structured as deposit, progress milestones and completion.

5.5 Overage

Voice Agent overage (minutes beyond the included 100) is billed at $0.49+GST per additional inbound minute. Outbound calls are always billed separately. Excess token usage for AI solutions will be billed at provider rates plus a 15% service margin. Overage charges are invoiced monthly in arrears. For project-based services, scope overages will be quoted and agreed in writing before proceeding.

6.1 Data Storage

• Primary: AWS Sydney region
• Hosting: Secure cloud platforms
• Security: AES-256 encryption, multi-factor authentication (MFA), continuous monitoring and threat detection

6.2 Data Sovereignty

Data may be transmitted internationally for AI model processing. Clients requiring data residency in New Zealand should advise at engagement commencement.

6.3 Privacy & Compliance

• We comply with the Privacy Act 2020 and applicable data protection regulations
• Data breaches notified within 12 hours of discovery
• Voice Agents: DNC list support, consent notices for recording, configurable retention policies
• Document Processing: Secure handling of sensitive financial and personal data with appropriate access controls

6.4 Retention

Client data retained for 60 days post-termination, then securely deleted. Exceptions may apply for legal or regulatory requirements, which will be communicated to the Client.

7.1 Mutual NDAs

Automate AI recognises that Client engagements may involve sensitive business information, proprietary processes, or confidential data. Mutual Non-Disclosure Agreements (NDAs) can be provided upon request to protect both parties' confidential information.

7.2 NDA Request Process

Clients requiring an NDA should contact Automate AI at hello@automateai.co.nz or +64 27 355 7582 with details of the engagement scope. Standard mutual NDA templates are available and can be customised to reflect specific requirements.

7.3 Confidentiality Obligations

Both parties agree to:

• Maintain confidentiality of proprietary information, business processes, and trade secrets disclosed during the engagement
• Limit access to confidential information to employees and contractors with a legitimate need to know
• Protect confidential information using reasonable security measures consistent with industry standards
• Not disclose confidential information to third parties without prior written consent

7.4 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Is rightfully received from a third party without confidentiality obligations
• Is independently developed without reference to the disclosing party's confidential information
• Is required to be disclosed by law or court order, provided the disclosing party is given reasonable notice to seek protective measures

8.1 Uptime Commitments

• Workflows: 99.5–99.9% uptime depending on package
• Micro Apps: 99.7% uptime guaranteed
• Voice Agents: Uptime and response depend on carrier network; service credits apply for Automate AI platform downtime only
• Custom Software Development: SLA defined per project agreement; no SLA unless specified in contract
• AI Business Intelligence Dashboards: 99.5% uptime for hosted dashboards
• Document Processing: Processing completed within agreed timeframes; no uptime SLA for batch processing
• Websites: Project-based – no SLA unless a hosting/maintenance add-on is purchased

8.2 Support Response

• Starter ($99): 24 hours (NZ business hours)
• Growth ($249): 12 hours (extended hours)
• Scale ($499): 4 hours (24/7)
• Premium ($999): 4 hours (24/7) with dedicated account manager
• Custom Software Development: Support response time defined per project agreement
• Project-based Services: Support response time specified in project scope and service agreement

9.1 Prohibited Uses

Clients agree not to use Automate AI services for any unlawful, harmful, or abusive purposes, including but not limited to:

• Illegal Activities: Using services to facilitate fraud, money laundering, hacking, or other criminal activities
• Harassment & Abuse: Sending harassing, threatening, defamatory, or abusive communications via Voice Agents or other services
• Spam & Unsolicited Communications: Using Voice Agents or other services to send unsolicited marketing, spam, or phishing communications (except where explicit consent has been obtained and DNC compliance maintained)
• Malware & Viruses: Uploading or distributing malware, viruses, or malicious code through any service
• Intellectual Property Infringement: Using services to infringe upon copyrights, trademarks, patents, or other intellectual property rights
• Data Breaches: Attempting to unauthorised access, disrupt, or damage Automate AI systems or other users' data
• Regulatory Violations: Using services in violation of applicable laws, regulations, or industry standards (e.g., GDPR, Privacy Act 2020, DNC regulations)
• Impersonation: Impersonating individuals or organisations through Voice Agents or other services

9.2 Monitoring & Enforcement

Automate AI reserves the right to monitor service usage for compliance with this Acceptable Use Policy. Upon discovery of prohibited use, Automate AI may:

• Issue a warning to the Client
• Suspend services immediately without notice
• Terminate the agreement and cancel services
• Pursue legal remedies available under law
• Report illegal activity to appropriate authorities

9.3 Client Responsibility

Clients are responsible for ensuring their use of services complies with all applicable laws and regulations. Clients must ensure they have obtained all necessary consents, permissions, and licenses for their intended use.

10.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Automate AI Limited, its officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Client's use of Automate AI services in violation of these Terms or applicable law
• Client's violation of third-party intellectual property rights through use of the services
• Client data, content, or materials provided to Automate AI that infringe third-party rights
• Client's breach of the Acceptable Use Policy
• Claims by third parties related to Client's use of Voice Agents, Document Processing, or other services
• Client's unlawful or negligent use of services

10.2 Automate AI Indemnification

Automate AI agrees to indemnify, defend, and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Automate AI's infringement of third-party intellectual property rights through the services or deliverables provided
• Automate AI's breach of these Terms of Service
• Automate AI's negligence or willful misconduct in providing services

10.3 Indemnification Procedure

The indemnified party must:

• Promptly notify the indemnifying party of the claim
• Provide reasonable cooperation in the defence of the claim
• Grant sole control of the defence to the indemnifying party

11.1 Liability Cap

Except as provided in Section 11.2, the total aggregate liability of either party arising from or related to these Terms shall not exceed the fees paid by Client in the 12 months preceding the claim (or, if services have been provided for less than 12 months, the total fees paid).

11.2 Exceptions to Liability Cap

The liability cap in Section 11.1 does not apply to:

• Data Breaches & Security: Liability arising from Automate AI's failure to maintain reasonable security measures or unauthorised access to Client data (unlimited liability for direct damages)
• Intellectual Property Infringement: Automate AI's infringement of third-party intellectual property rights (unlimited liability for direct damages)
• Indemnification Obligations: Obligations under Section 10 (Indemnification)
• Confidentiality Breaches: Breaches of confidentiality obligations under Section 7 (unlimited liability for direct damages)
• Consumer Rights: Consumer rights under New Zealand law that cannot be limited
• Gross Negligence or Willful Misconduct: Either party's gross negligence or willful misconduct

11.3 Excluded Damages

Neither party shall be liable for:

• Indirect, incidental, consequential, special, or punitive damages
• Loss of profits, revenue, business opportunity, or anticipated savings
• Loss of data or business interruption
• Reputational harm or loss of goodwill

This exclusion applies even if either party has been advised of the possibility of such damages.

11.4 Liability Disclaimer

Automate AI services are provided "as is" and "as available." Automate AI makes no warranty that services will be uninterrupted, error-free, or free from viruses or malicious code. Client assumes all risk of loss or damage from use of services.

12.1 Definition

Force Majeure events include circumstances beyond the reasonable control of either party, including but not limited to:

• Natural disasters (earthquakes, floods, hurricanes, tsunamis)
• Pandemics or epidemics
• Wars, terrorism, or civil unrest
• Government actions or embargoes
• Strikes, labour disputes, or lockouts
• Utility failures (power outages, internet disruptions)
• Third-party service provider failures (AWS, telecommunications carriers)
• Cyber attacks or malicious interference

12.2 Suspension of Obligations

If a Force Majeure event prevents either party from performing its obligations under these Terms, the affected party's performance obligations are suspended for the duration of the Force Majeure event, provided that:

• The affected party provides prompt written notice to the other party
• The affected party uses reasonable efforts to mitigate the impact and resume performance
• The affected party provides regular updates on the status and expected resolution

12.3 Service Interruption

Automate AI shall not be liable for service interruptions, downtime, or failure to meet SLAs during Force Majeure events. However, Automate AI will use reasonable efforts to restore services as quickly as practicable.

12.4 Termination Right

If a Force Majeure event prevents performance for more than 30 consecutive days, either party may terminate the affected services or agreement by providing written notice to the other party. Upon termination, Client remains responsible for fees accrued through the termination date.

13.1 Immediate Suspension

Automate AI may suspend services immediately without notice if:

• Client breaches the Acceptable Use Policy (Section 9)
• Client engages in illegal or fraudulent activity
• Client's use of services poses a security threat to Automate AI systems or other users
• Client's use of services violates third-party rights or applicable law
• Automate AI reasonably believes services are being used for harmful purposes
• Payment is overdue by more than 10 days
• Client's account shows signs of unauthorised access or compromise

13.2 Suspension with Notice

Automate AI may suspend services with 48 hours' written notice if:

• Client is in material breach of these Terms and fails to cure within 48 hours of notice
• Client's account is inactive for more than 90 days
• Automate AI is required to suspend services by law or court order

13.3 Effect of Suspension

During suspension:

• Client's access to workflows, apps, agents, and other services is blocked
• Client data remains stored and secure
• Client remains responsible for all subscription fees during the suspension period
• Automate AI will not be liable for any damages resulting from suspension

13.4 Reinstatement

Services may be reinstated upon:

• Resolution of the issue causing suspension
• Payment of any outstanding fees
• Execution of a written acknowledgment of compliance with these Terms

Automate AI reserves the right to refuse reinstatement if the Client has repeatedly violated these Terms.

13.5 No Liability for Suspension

Automate AI shall not be liable to Client or any third party for any damages, losses, or costs arising from suspension of services, including but not limited to loss of data, business interruption, or lost revenue.

16.1 Termination Rights

Either party may terminate with 30 days' written notice. Immediate termination is permitted for material breach or non-payment.

16.2 Effect of Termination

On termination:

• Access to workflows, micro apps and agents ceases immediately
• Websites already delivered remain Client property
• Custom software deliverables remain Client property (subject to IP provisions in Section 14)
• Outstanding fees are payable immediately
• Client data will be available for export for 60 days post-termination, then securely deleted

16.3 Survival

Sections relating to Intellectual Property, Confidentiality, Liability, and Governing Law survive termination.

17.1 Governing Law

These Terms are governed by New Zealand law, with jurisdiction in New Zealand courts.

17.2 Dispute Resolution

Disputes will be resolved through:

1. Negotiation: Good faith negotiation between the parties
2. Mediation: If unresolved, mediation through Resolution Institute New Zealand
3. Binding Arbitration: If mediation fails, binding arbitration under New Zealand Arbitration Act 1996

17.3 Amendments

Automate AI may update these Terms with reasonable notice (minimum 30 days). Continued use of services following notice of amendment constitutes acceptance of the updated Terms. Material changes will be communicated directly to the Client.

17.4 Entire Agreement

These Terms, together with any project-specific agreements, SOWs, or NDAs, constitute the entire agreement between the parties and supersede all prior negotiations, representations and agreements.

17.5 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

17.6 Assignment

Neither party may assign these Terms without the other party's written consent, except that Automate AI may assign to a successor entity in the event of merger or acquisition.