Octavius AI Terms of Service

Last updated: 20 May 2026
Effective date: 1 May 2026

1. About these Terms

These Terms of Service (“Terms”) form a binding agreement between you (the “Client”, “you”, or “your”) and Smile Tactics Limited (NZBN 9429048280945, NZ Company No. 8018818, GST No. 132019169), trading as Octavius AI (“Octavius”, “we”, “us”, or “our”), in relation to any services, platforms, products, or deliverables we provide.

Octavius operates from Auckland, New Zealand. We provide services to clients in New Zealand and internationally.

These Terms govern:

1. Any proposal, statement of work, order form, quote, invoice, or engagement letter between you and us;
2. Use of the Nexus platform and any tools, dashboards, or interfaces we provide;
3. Any consulting, AI implementation, AI strategy intensive, audit, build, or marketing services we deliver;
4. Any support, training, optimisation, or implementation work performed on an ongoing basis;
5. Any AI agents, automations, workflows, content, reports, or other outputs produced by us, or by AI under our direction.

If a written proposal, statement of work, or signed agreement between you and us contains terms that conflict with these Terms, the written proposal or signed agreement prevails for the specific engagement it covers. Otherwise these Terms apply.

By engaging us, paying an invoice, using the Nexus platform, or otherwise accepting our services, you agree to these Terms.

2. Definitions

“AI” means any artificial intelligence, machine learning, large language model, generative model, or related system, whether owned, operated, or trained by us, by a Third-Party Provider, or by you.

“AI Output” means any content, code, image, audio, video, recommendation, decision, classification, score, draft, message, transcript, or other artefact generated wholly or partly by AI in the course of providing the Services.

“Build” means a one-time installation, configuration, or implementation of a Service, system, agent, automation, integration, or workflow.

“Confidential Information” means non-public information disclosed by one party to the other, including business, financial, technical, customer, and operational information, whether disclosed in writing, orally, or by inspection.

“Engagement” means a specific scope of work agreed between us in a proposal, statement of work, order form, or other written agreement.

“Fees” means the amounts payable by you to us for the Services, as set out in a proposal, statement of work, order form, invoice, or in our published pricing.

“Force Majeure Event” has the meaning given in clause 22.

“Intellectual Property” or “IP” means all intellectual property rights, including copyright, patents, trade marks, designs, know-how, trade secrets, and rights in software, data, and confidential information.

“Nexus” means the marketing and operations platform we make available to Clients, including our own configurations, integrations, agents, dashboards, and platform additions running on enterprise-grade underlying infrastructure that we procure and manage.

“Services” means any services we provide to you under these Terms, including those described in Schedule 1 (Consulting), Schedule 2 (AI Implementation), Schedule 3 (Marketing Services), and Schedule 4 (Nexus Platform).

“Third-Party Provider” means any third party whose products, platforms, models, infrastructure, or services are used in connection with the Services, including (without limitation) OpenAI, Anthropic, Google, Microsoft, Retell AI, ElevenLabs, n8n, Twilio, Stripe, Cloudways, Cloudflare, the underlying platform infrastructure provider for Nexus, and any successor or alternative providers we use from time to time.

“Third-Party Costs” means any fees, subscriptions, usage charges, taxes, or other amounts payable to a Third-Party Provider.

“Usage Pricing Guidelines” means our published guidelines setting out usage costs for emails, SMS, voice minutes, conversational AI, and other variable-cost services delivered through Nexus, as updated from time to time and made available to you within Nexus or on our website.

“Working Day” means a day other than a Saturday, Sunday, or New Zealand public holiday observed in Auckland.

3. Our services

3.1 Scope

We provide a combination of the following Services. Which Services apply to you depends on what is set out in your proposal, statement of work, or order form:

• Consulting and Strategy, AI Strategy Intensives, audits, advisory work, roadmapping, and one-off consulting engagements. See Schedule 1.
• AI Implementation, AIOS Foundation builds, individual AI agent and automation builds (“Toggles”), custom AI builds, voice AI deployment, AI training, optimisation, implementation, and support. See Schedule 2.
• Marketing Services, Google Ads, Meta Ads, content production, SEO, landing page optimisation, email marketing, and other marketing services, including those delivered to legacy Smile Tactics clients. See Schedule 3.
• Nexus Platform, access to the Nexus marketing and operations platform, including sub-account provisioning, configuration, and platform-delivered services such as email, SMS, conversational AI, and voice AI. See Schedule 4.

3.2 What we are, what we are not

We are an AI partner providing professional services and platform access. We are not a law firm, financial adviser, medical or healthcare provider, insurance broker, or regulated services provider. Nothing we deliver constitutes legal, financial, taxation, medical, or other regulated advice unless explicitly stated in writing and provided by an appropriately qualified person.

3.3 No employment relationship

Nothing in these Terms creates an employment, partnership, joint venture, agency, or fiduciary relationship between us. We act as an independent contractor.

3.4 Service evolution

The Services, including the Nexus platform and any AI-powered features, evolve over time. We may add, change, deprecate, or remove features, models, integrations, or capabilities. We will give reasonable notice of material adverse changes that affect a Service you are using.

4. Engagement and scope

4.1 How an engagement starts

An Engagement starts on the earliest of:

(a) your written or electronic acceptance of a proposal, statement of work, or order form;
(b) your payment of a deposit, set-up fee, or first invoice; or
(c) your first material use of the Nexus platform or other Service.

4.2 Scope

The scope of each Engagement is defined in the relevant proposal, statement of work, or order form. Anything not expressly listed is out of scope unless we agree to it in writing.

4.3 Variations and change requests

If you ask for changes that go beyond the agreed scope, we will provide a written variation setting out the additional scope, time, and Fees. No additional work outside scope is binding until you have approved the variation in writing (email is sufficient).

4.4 Assumptions and dependencies

Where a proposal lists assumptions, dependencies, or client responsibilities (for example, providing access to accounts, supplying brand assets, or making decisions within stated timeframes), our delivery timelines and Fees are contingent on those being met. Delays caused by you may shift timelines and may incur additional Fees at our then-current standard rates.

4.5 No exclusivity

Unless expressly agreed in writing, no Engagement is exclusive. We may provide similar services to other clients, including clients operating in the same industry as you, provided we do not breach our confidentiality obligations.

5. Fees, taxes, and payment

5.1 Fees

Fees are set out in the relevant proposal, statement of work, order form, invoice, or in our published pricing. Unless otherwise stated, all Fees are:

(a) quoted in New Zealand Dollars (NZD);
(b) exclusive of GST (which will be added at the prevailing rate where applicable); and
(c) exclusive of all Third-Party Costs (see clause 6).

5.2 Standard payment terms

Unless your proposal or statement of work says otherwise:

• Setup fees for Builds: 50% on engagement, 50% on completion.
• Monthly Fees (including Nexus subscriptions and support retainers): billed monthly in advance via Stripe or other agreed payment method, commencing from the system presentation date or as otherwise specified.
• Usage-based Fees for Nexus services: billed monthly in arrears, itemised within Nexus, and payable on the invoice issued from those usage records.
• Hourly engagements: billed monthly in arrears at the agreed rate.
• Marketing media spend (Google Ads, Meta Ads, LinkedIn Ads, and similar): you pay the third-party platform directly wherever possible. Where we agree to pay platforms on your behalf, you pre-fund the media spend.
• Payment due: within 7 days of invoice date unless your proposal specifies otherwise.

5.3 Foreign currency

For international Clients, we may invoice in USD, AUD, GBP, or another currency by agreement. Where we invoice in a currency other than NZD, conversion costs, foreign exchange fees, and bank charges are your responsibility.

5.4 Late payment

If an invoice is not paid by the due date we may:

(a) charge interest at 1.5% per month (or part month) on overdue amounts;
(b) suspend Services, including disabling Nexus access, suspending live AI agents, and pausing campaign work, after 7 days written notice;
(c) require pre-payment for further Services;
(d) recover from you all reasonable costs of collection, including legal fees, collection agency fees, and court costs;
(e) report unpaid amounts to credit reporting agencies; and
(f) terminate the Engagement under clause 21.

5.5 Disputed invoices

If you dispute an invoice, you must notify us in writing within 5 Working Days of the invoice date with reasonable detail of the disputed items. The undisputed portion remains payable. We will work in good faith to resolve disputed items promptly.

5.6 Price changes

We may change our Fees, Usage Pricing Guidelines, retainer rates, and platform subscription prices on 30 days’ written notice. This clause permits us to vary commercial pricing only. It does not give us the right to vary terms relating to liability, indemnity, intellectual property, or confidentiality, which require your consent (see clause 26.2).

For ongoing monthly Fees, you may terminate the affected subscription or retainer on notice given before the price change takes effect (see clause 21), in which case we will pro-rata refund any Fees prepaid for a Service period extending beyond the termination date.

5.7 Refunds

Fees paid are non-refundable, except where:

(a) a refund is required by law that cannot be contracted out of;
(b) we have not yet delivered work commensurate with the Fees paid at the time of termination by either party;
(c) we agree to a refund in writing; or
(d) we have terminated the Engagement under clause 21.3 (our termination for convenience).

5.8 Set-off

Neither party may set off any disputed amount against amounts owing to the other. Either party may set off any liquidated amount that has been agreed in writing between the parties or determined by a court or tribunal.

6. Third-party costs

6.1 Our Fees do not include Third-Party Costs

Our Fees cover our time, our work, and access to the Services we provide. They do not include Third-Party Costs.

Examples of Third-Party Costs you are responsible for, in addition to our Fees:

• AI model subscriptions and API usage (for example, Anthropic Claude, OpenAI ChatGPT and API, Google Gemini, and any other large language model provider);
• Voice AI providers (for example, Retell AI, ElevenLabs, voice synthesis providers, and telephony providers such as Twilio);
• Advertising platform media spend (for example, Google Ads, Meta Ads, LinkedIn Ads, TikTok Ads, Microsoft Ads);
• SaaS subscriptions (for example, n8n, ClickUp, Make, Zapier, and any other tools we may recommend), other than the underlying platform infrastructure we procure for Nexus, which is bundled into your Nexus subscription Fees;
• Domain registration, hosting, CDN, and email infrastructure costs (for example, Cloudways, Cloudflare, Google Workspace, Microsoft 365);
• Data, enrichment, and research tools (for example, Apollo, Clay, ZoomInfo, Search Atlas);
• Payment processing fees (for example, Stripe, Wise);
• Telecommunications charges, including SMS gateway costs not delivered through Nexus.

6.2 Who pays Third-Party Providers

Where practical, you contract directly with the Third-Party Provider and pay them directly. We will tell you which providers we recommend, and we will help you set up accounts and configure them, but the contract for those services is between you and the provider.

In some cases, Third-Party Costs are bundled into a Service we provide (for example, certain emails, SMS, and voice minutes delivered through Nexus). Where Third-Party Costs are bundled, this is set out in the relevant Schedule or in your proposal.

6.3 Recommendations only

We may recommend Third-Party Providers, tools, and configurations, but we do not control them. Our recommendations are based on our experience and what we believe to be best practice at the time. We make no warranty that any recommended tool will be available, performant, secure, accurate, compliant, or fit for purpose, and we are not liable for any third-party act or omission. Clause 18 (Limitation of Liability) applies.

6.4 Price changes by Third-Party Providers

Third-Party Providers change their pricing, terms, capabilities, and availability outside our control. If a Third-Party Provider increases its prices, deprecates a model, or removes a capability that affects your Service, we will tell you and propose options. Any resulting increase in Third-Party Costs is your responsibility.

7. AI services, disclosures, deterministic nature, and indemnification

7.1 The nature of AI

The Services include AI Output produced by large language models, generative models, voice AI, and related systems, whether developed by us, by a Third-Party Provider, or both. AI is probabilistic, not deterministic. Identical inputs may produce different outputs across runs, models, model versions, providers, and time. AI may:

(a) generate content that is incorrect, incomplete, biased, outdated, fabricated (“hallucinated”), or inappropriate for your use case;
(b) misclassify intent, sentiment, or category;
(c) misunderstand context, language, dialect, or industry-specific terminology;
(d) draft communications that contain factual errors, names, numbers, dates, or links that are wrong or invented;
(e) take actions that, while consistent with the instructions given, produce outcomes you did not anticipate;
(f) be subject to outages, latency, throttling, content filtering, or refusals imposed by Third-Party Providers;
(g) reflect training data, model behaviour, or provider policies that change without notice.

7.2 You acknowledge the inherent limitations of AI

By using AI-powered Services or accepting AI Output from us, you acknowledge and accept that:

(a) AI Output is not guaranteed to be accurate, complete, current, lawful, compliant with any regulation, or fit for any particular purpose;
(b) AI Output is provided “as-is” and “as-available”;
(c) you are responsible for reviewing, validating, and approving AI Output before publishing, sending, transacting, or otherwise relying on it externally;
(d) AI Output is not a substitute for professional judgment (legal, medical, financial, taxation, insurance, regulatory, safety-critical, or otherwise);
(e) AI behaviour, capabilities, and outputs may change at any time without notice, including as a result of Third-Party Provider changes;
(f) we cannot guarantee specific outcomes, conversion rates, response times, revenue lift, or any other business result from AI Output;
(g) records of how AI Output was generated, including model versions, prompts, intermediate steps, and chain-of-thought, may not always be available or recoverable.

7.3 Human-in-the-loop

For Services that rely on AI to take actions on your behalf (for example, sending emails, sending SMS, making outbound calls, posting content, or making bookings), we will design human review checkpoints where reasonable. You are responsible for honouring those checkpoints. If you bypass, disable, or instruct us to remove a human review checkpoint, you accept full responsibility for resulting AI Output and actions.

7.4 Your responsibility for AI Output you publish or act on

You retain full responsibility for any AI Output that you publish, send, transmit, transact on, or act upon. This includes (without limitation) marketing copy, ad creative, social media posts, blog articles, scripts, customer service messages, voice scripts, contracts, invoices, proposals, internal reports, classifications, and any decisions you make in reliance on AI Output.

You must not rely on AI Output for:

(a) safety-critical decisions;
(b) regulated advice (legal, financial, medical, taxation, insurance) without independent professional review;
(c) communications that have a binding legal effect on you or a third party without independent review;
(d) decisions affecting the rights, finances, or safety of natural persons in a way that requires regulatory or ethical review;
(e) making representations about goods or services that you have not independently substantiated. AI models frequently generate plausible but unverified claims. Section 12A of the Fair Trading Act 1986 prohibits unsubstantiated representations in trade. You must independently substantiate any AI-generated factual claim, statistic, comparison, performance figure, ingredient, source, or endorsement before publishing it.

7.5 Indemnity for AI Output

Subject to clause 18 (Limitation of Liability), you indemnify Octavius, Smile Tactics Limited, and our directors, employees, and contractors from and against any third-party claim, loss, damage, fine, penalty, defence cost, or legal fee to the extent it arises from:

(a) your breach of clause 14 (Acceptable Use), including any spam or unsolicited communication claim;
(b) your bypass, disablement, or removal of a human review checkpoint we recommended in writing under clause 7.3;
(c) your reliance on AI Output for a use prohibited by clause 7.4, including publication of AI-generated claims that you have not substantiated under clause 7.4(e);
(d) your use of the Services in a way that breaches the law of any jurisdiction in which you operate or in which the Services are used.

This indemnity does not apply to the extent the claim or loss is caused by:

(e) our breach of these Terms;
(f) our negligence or wilful misconduct; or
(g) AI Output that you used substantially in the form we delivered it, after we expressly recommended that form as fit for the use you made of it.

The indemnity in this clause 7.5 is subject to the aggregate cap on liability in clause 18.2, save for matters carved out in clause 18.3. It survives termination.

7.6 Our position

We will take reasonable professional care in selecting models, designing prompts and guardrails, configuring agents, and recommending review checkpoints. Beyond that, we make no warranty about the accuracy, content, behaviour, or outcomes of AI Output, and our liability for AI Output is limited by clause 18 (Limitation of Liability).

7.7 Provider terms flow-down

Where AI Services rely on a Third-Party Provider, your use is also subject to that provider’s terms of service, acceptable use policy, and usage limits. We will tell you which providers we use for your Service. You must not use the Services in a way that breaches a Third-Party Provider’s terms.

7.8 AI training on your data

We will not feed your Confidential Information or your Personal Information into AI systems for the purpose of training a public or third-party model. We may use anonymised, aggregated, or de-identified data and patterns to improve our own internal Services, prompts, agents, and configurations. Where you have explicitly consented in writing, we may use specific examples (for example, case studies, anonymised transcripts) for marketing or product improvement purposes. See clause 10 (Data and Privacy).

8. Nexus platform, specific terms

8.1 What Nexus is

Nexus is our marketing and operations platform, comprising our own configurations, integrations, agents, dashboards, and platform additions running on enterprise-grade underlying infrastructure that we procure and manage. Nexus is provided as a service. You do not receive a perpetual licence to Nexus.

8.2 Access

Subject to payment of applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use Nexus during the term of your subscription, solely for your internal business purposes.

8.3 Sub-accounts and users

Where your subscription includes one or more sub-accounts and named users, you must keep credentials secure, not share user accounts, and not allow access to anyone outside your organisation without our prior written consent.

8.4 Usage charges

Some Nexus services are usage-based. These include (without limitation):

• Email sending volume above included allowances;
• SMS sending and receiving, including New Zealand and international SMS routing (see clause 8.7);
• Conversational AI (chat and messaging-based AI agents) usage;
• Voice AI inbound and outbound minutes;
• AI workflow execution where charged on a per-run or per-token basis;
• Phone numbers, premium routing, and carrier surcharges;
• Data enrichment lookups and API calls.

Usage Fees are billed monthly in arrears, itemised within Nexus (you can view your usage in your Nexus billing dashboard at any time), and invoiced from those usage records. Specific per-unit rates are set out in our Usage Pricing Guidelines, available within Nexus and on request. We may update Usage Pricing Guidelines on 30 days’ notice under clause 5.6.

8.5 Included allowances

If your subscription tier includes allowances for emails, SMS, voice minutes, or other usage, those allowances are set out in your proposal or in the platform billing dashboard. Allowances do not roll over unless we state otherwise.

8.6 Overages

Where your usage in a month exceeds your tier’s included allowances, you will be charged for the overage at the rate in the Usage Pricing Guidelines. Where overages occur for two consecutive months, we may auto-upgrade you to the next tier on 14 days’ notice.

8.7 SMS, email, and telecommunications

You acknowledge that SMS routing in New Zealand has unique constraints, including carrier compliance rules, sender ID restrictions, anti-spam rules under the Unsolicited Electronic Messages Act 2007 (NZ) (“UEMA“), and provider-specific delivery routing. We may use specific SMS gateways and providers (for example MyCRM or any successor or alternative) and the rates for those gateways flow through to you.

Our commitments. We will configure the Nexus platform, AI agents, and sending workflows to support compliance with UEMA, including sender identification under s 10 and the unsubscribe mechanism required by s 11. Where we are aware that a campaign you have configured would, on its face, breach UEMA or an equivalent law applicable to the recipient, we may refuse to send the messages and will tell you why.

Your obligations. You warrant that any contact list, address list, or recipient list you upload was collected with the consent required by UEMA s 9 (or the equivalent law in the recipient’s jurisdiction), that the sender identification information you provide is accurate, that you operate the unsubscribe handling required by UEMA s 11, and that all SMS, email, and voice communications sent through Nexus comply with applicable anti-spam, telemarketing, and consumer protection laws in your jurisdiction and the recipient’s jurisdiction.

8.8 Underlying platform infrastructure

Nexus runs on enterprise-grade underlying platform infrastructure that we procure and manage. We are responsible for our relationship with the underlying platform infrastructure provider and we manage that compliance interface for you, so that you do not need to contract with, or accept the terms of, that provider directly.

This means:

(a) we comply with the underlying provider’s acceptable use, security, and platform policies on your behalf, and we will tell you about any platform-level rule that constrains how you use Nexus (clause 14 (Acceptable Use) already incorporates the substance of the rules that ordinarily flow down from underlying providers, including anti-spam, anti-abuse, anti-reverse-engineering, and similar);

(b) we make no representation that the underlying platform infrastructure will remain available indefinitely or that its features, performance, or pricing will not change. Where a change to the underlying infrastructure materially affects the Nexus service you receive, clause 3.4 (Service evolution), clause 5.6 (Price changes), clause 8.10 (Suspension), and clause 22 (Force majeure) describe how we will handle it;

(c) the underlying infrastructure provider is not a party to these Terms. You contract solely with us in respect of Nexus.

8.9 Backups, exports, and continuity

We will use reasonable means to back up your Nexus configuration and your data. You are responsible for maintaining your own records of any data you rely on. On termination or on reasonable request, we will provide a data export in a commercially reasonable format (see clause 21.5).

8.10 Suspension

We may suspend your Nexus access, in whole or in part, on reasonable notice if:

(a) you are in material breach of these Terms;
(b) invoices remain unpaid past the period in clause 5.4;
(c) we reasonably believe your use poses a security, legal, or regulatory risk;
(d) a Third-Party Provider suspends or restricts our access;
(e) we are required to do so by law, regulator, or court order.

Suspension does not release you from payment obligations accrued before suspension.

9. Marketing services, specific terms

9.1 Scope

Marketing Services may include Google Ads, Meta Ads, LinkedIn Ads, other paid media, SEO, content production, landing page design and optimisation, email marketing, and other marketing work as set out in your proposal.

9.2 Media spend

Unless we expressly agree otherwise in writing, you pay advertising platforms directly. Where we manage campaigns on platforms billed to your account, the agreed scope covers our work, not the ad spend.

Where we agree to fund media spend on your behalf, you must pre-fund media spend before campaigns are activated. Pre-funded media spend is non-refundable once committed to a platform.

9.3 No guarantee of results

We do not guarantee any specific number of leads, conversions, ranking position, click-through rate, cost per acquisition, return on ad spend, or any other marketing outcome. Marketing performance depends on factors outside our control, including platform algorithms, market conditions, your offer, your sales process, your competition, and seasonality.

9.4 Approvals

For published advertising and content, you must approve creative, copy, and configuration before launch. Once approved, you are responsible for the published material, including any claims, prices, or representations it contains.

9.5 Compliance

You are responsible for ensuring that your products, services, claims, and offers comply with the Fair Trading Act 1986, the Commerce Act 1986, the Advertising Standards Authority code, the Australian Consumer Law (where applicable), and any other applicable consumer protection or industry-specific regulation in any market where the marketing is published.

9.6 Third-party platforms

Marketing platforms (Google, Meta, LinkedIn, TikTok, Microsoft, and others) change their policies, algorithms, ad approval rules, attribution models, and reporting at any time. We are not responsible for platform changes that affect campaign performance or eligibility.

10. Data and privacy

10.1 Your data

You retain ownership of all data you provide to us or upload, generate, or process through the Services, including customer lists, conversation transcripts, recordings, content, and metrics (“Client Data“).

10.2 Our use of Client Data

You grant us a non-exclusive, royalty-free, worldwide licence to access, store, process, transmit, copy, and modify Client Data to the extent necessary to provide the Services, to comply with legal obligations, and to protect the security and integrity of the Services.

10.3 Privacy

We will comply with the Privacy Act 2020 (New Zealand) and, where applicable, with the Australian Privacy Principles under the Privacy Act 1988 (Cth), the General Data Protection Regulation to the extent it applies to data of EU/UK data subjects we process, and any other privacy law that applies to your engagement.

Where you provide us with Personal Information (as defined in the Privacy Act 2020) we act as your service provider in relation to that Personal Information. You are responsible for ensuring that you have a lawful basis to provide that Personal Information to us and for ensuring your privacy notices accurately disclose our role.

10.4 AI training (cross-reference)

We will not feed your Confidential Information or Personal Information into AI systems for the purpose of training a public model. See clause 7.8.

10.5 Sub-processors

We use Third-Party Providers, including AI providers, cloud infrastructure, and platform vendors, as sub-processors. Material sub-processors are listed in our Privacy Policy (available at octavius.ai/privacy-policy) and updated from time to time.

10.6 Security

We will take reasonable technical and organisational measures to protect Client Data, including access controls, encryption in transit where supported by the Third-Party Provider, and secure credential handling. No security measures can guarantee absolute protection. Our liability for security incidents is governed by clause 18.

10.7 Breach notification

If we become aware of a notifiable privacy breach affecting your Client Data, we will notify you immediately or as soon as practicable so that you are able to meet your own notification obligations under the Privacy Act 2020 (including ss 114 and 115). We will provide the particulars reasonably needed to support your notification, including the specific information required by section 117 of the Privacy Act 2020 as soon as that information becomes available, and we will cooperate reasonably to investigate and respond.

We acknowledge that, under section 121(4) of the Privacy Act 2020, our knowledge of a notifiable privacy breach is treated as your knowledge for the purposes of that Act. We will not delay notifying you, or providing the s 117 particulars, on the basis that our own internal investigation is incomplete, where that delay would risk you breaching the time limit in s 114.

10.8 Recording of communications

Where the Services include AI voice agents that record calls, we will by default design a recording disclosure and a consent-capture step into the agent’s opening script, consistent with IPP 3 (notification at collection) and IPP 4(b) (fair means of collection) of the Privacy Act 2020.

You may instruct us in writing to vary or remove the default disclosure for a specific agent or campaign. Where you do so, you accept full responsibility for ensuring that any other recording disclosure and consent capture sufficient for the law applicable to the call (including the Privacy Act 2020 and equivalent overseas laws) is in place, and you indemnify us for any claim arising from the absence or inadequacy of that disclosure (subject to clauses 7.5 and 18).

11. Confidentiality

11.1 Obligations

Each party must keep the other’s Confidential Information confidential, use it only for the purpose of these Terms, and protect it with reasonable care. Each party may disclose Confidential Information to its employees, contractors, and professional advisers on a need-to-know basis under equivalent confidentiality obligations.

11.2 Exceptions

Confidentiality obligations do not apply to information that:

(a) is or becomes publicly known through no fault of the receiving party;
(b) was lawfully known to the receiving party before disclosure;
(c) is lawfully received from a third party without confidentiality obligation;
(d) is independently developed without reference to the disclosing party’s information; or
(e) must be disclosed by law, regulator, or court order (with notice to the disclosing party where lawful).

11.3 Survival

Confidentiality obligations survive termination for 3 years after termination, except for trade secrets, which survive indefinitely while they remain trade secrets.

12. Intellectual property

12.1 Our pre-existing IP

We retain all rights, title, and interest in:

(a) the Nexus platform and any underlying technology;
(b) our methodologies, frameworks, templates, prompts, agent designs, automation patterns, dashboards, reports, code libraries, and any tools we use to deliver the Services;
(c) any improvements, updates, or derivatives of (a) or (b), regardless of who suggests them.

12.2 Deliverables

Subject to your full payment of Fees due, we grant you a non-exclusive, perpetual, worldwide, royalty-free licence to use, copy, and modify the client-facing deliverables specifically produced for you (for example, your custom configurations, your client-specific content, your AI agent personas, your campaign creative) for your internal business purposes.

We do not transfer ownership of any underlying methodology, framework, template, prompt, code library, or any element of the Nexus platform. Where you wish to take a custom build to a non-Nexus environment after termination, we will discuss an export and licence arrangement on a case-by-case basis (see clause 21.5).

12.3 Your IP

You retain ownership of your brand, content, data, and any materials you provide to us. You grant us a non-exclusive, royalty-free, worldwide licence to use those materials for the sole purpose of providing the Services and for case-study and marketing use where you have given prior written consent (see clause 13).

12.4 AI Output ownership

Subject to clause 12.5 and to payment of Fees due, ownership of AI Output produced for you under an Engagement passes to you as between you and us, to the extent the law permits ownership of AI Output. We make no representation that AI Output is capable of copyright or other IP protection.

12.5 Third-Party Provider terms

AI Output may be subject to the terms of the Third-Party Provider that generated it (for example, OpenAI’s, Anthropic’s, or Google’s terms of use for their respective models). Your use of AI Output must comply with those terms. We are not responsible for the Third-Party Provider’s licensing decisions or restrictions.

12.6 Feedback

If you provide feedback, suggestions, or ideas about the Services, we may use them without restriction and without compensation to you.

13. Use of your name, logo, and case study material

With your prior written consent (which may be given by email), we may:

(a) include your name and logo in our public client list;
(b) reference our work with you in proposals, sales conversations, presentations, and marketing material;
(c) publish a case study or testimonial based on the Engagement.

You may withdraw consent for future use at any time on written notice. Withdrawal does not affect material already in distribution at the time of withdrawal.

14. Acceptable use

You must not, and must not allow any person to:

(a) use the Services to send spam, unsolicited bulk communications, or messages in breach of the Unsolicited Electronic Messages Act 2007 (NZ), the SPAM Act 2003 (Cth), the CAN-SPAM Act (US), or equivalent law, or use the Services in connection with address-harvesting software or a harvested-address list in breach of section 13 of the Unsolicited Electronic Messages Act 2007;
(b) use AI voice or conversational agents to impersonate a person, a regulated professional, or a government agency, or to misrepresent that an AI is a human where disclosure is required;
(c) use the Services for unlawful, fraudulent, harassing, defamatory, infringing, obscene, threatening, or otherwise harmful purposes;
(d) use the Services to process special categories of personal information (for example, health, biometric, or genetic data) without prior written agreement;
(e) attempt to reverse engineer, decompile, scrape, or extract Nexus source code or AI prompts beyond what is required to use the Services as intended;
(f) probe, scan, or test the vulnerability of our systems or those of Third-Party Providers;
(g) breach a Third-Party Provider’s terms of service or acceptable use policy;
(h) use the Services in any way that would put us in breach of New Zealand law, the law of the recipient’s jurisdiction, or the law of any jurisdiction in which we operate;
(i) train any third-party AI model, large language model, or competing system on our methodologies, prompts, agent configurations, dashboards, or any aspect of the Nexus platform.

Breach of this clause is a material breach and we may suspend or terminate immediately under clauses 8.10 and 21.

15. Client responsibilities

You must:

(a) provide accurate, complete, and timely information to us;
(b) grant access to accounts, systems, data sources, and stakeholders we reasonably need to deliver the Services;
(c) make decisions, give approvals, and respond to questions within timeframes set out in your proposal or otherwise reasonable;
(d) ensure your team is aware of and operates within these Terms;
(e) maintain your own Third-Party Provider subscriptions in good standing where you contract directly with the provider;
(f) ensure your business and your use of the Services comply with the laws of any jurisdiction in which you operate or in which the Services are used;
(g) maintain backups of any data of yours that you would not want to lose;
(h) keep credentials and tokens secure;
(i) honour human review checkpoints we recommend for AI Output.

We are not liable for delays, errors, or losses caused by your failure to meet these responsibilities.

16. Warranties

16.1 Our warranties

We warrant that:

(a) we have the right and authority to enter into these Terms;
(b) the Services will be provided with the reasonable skill and care expected of a competent professional supplier of similar services;
(c) we will comply with all laws applicable to our provision of the Services.

16.2 Your warranties

You warrant that:

(a) you have the right and authority to enter into these Terms and any Engagement;
(b) your use of the Services, and your provision of Client Data to us, will comply with all applicable laws including privacy, anti-spam, advertising, and consumer protection laws;
(c) Client Data you provide does not infringe third-party rights and was obtained lawfully;
(d) you will not rely on AI Output or any Service in breach of clause 7.4.

16.3 Disclaimers

To the maximum extent permitted by law, and subject always to your non-excludable rights under the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 (where they apply):

(a) we disclaim all express and implied warranties other than those expressly stated in these Terms, including warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, and uninterrupted or error-free operation;
(b) the Services and AI Output are provided “as-is” and “as-available”;
(c) we do not warrant that the Services, the Nexus platform, AI Output, or any Third-Party Provider will be available, secure, error-free, accurate, or fit for any particular purpose;
(d) we do not warrant any specific business outcome, including leads, conversions, revenue, cost savings, time savings, or response times.

16.4 Consumer Guarantees Act 1993

If the Services are both supplied and acquired in trade, and all parties to these Terms are in trade, the parties agree under section 43(2) of the Consumer Guarantees Act 1993 to contract out of that Act in respect of those Services. The parties acknowledge that it is fair and reasonable to do so having regard to the matters in section 43(2A), including the relative bargaining power of the parties, the commercial nature of the transaction, the use to which the Services will be put, and the availability of alternative suppliers.

This contracting-out does not apply, and the Consumer Guarantees Act 1993 continues to apply in full, where you acquire the Services as a consumer (within the meaning of that Act) or where any party is not in trade. Nothing in these Terms limits or excludes any right or guarantee you have under that Act that cannot lawfully be limited or excluded.

For the purposes of section 43A of the Consumer Guarantees Act 1993, this contracting-out also applies to, and is for the benefit of, any Third-Party Provider that supplies goods, software, or services to you in connection with the Services and is not itself a party to these Terms. You agree not to bring a claim against any such Third-Party Provider under the Consumer Guarantees Act 1993 in respect of the Services to the extent the contracting-out in this clause 16.4 applies.

16.5 Australian Consumer Law

Where the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) applies and confers a consumer guarantee on you that cannot lawfully be excluded, our liability for breach of that consumer guarantee is, to the extent the law permits, limited to (at our option) re-supplying the relevant Service or paying the cost of re-supplying it.

16.6 Fair Trading Act 1986, contracting out

If the Services are both supplied and acquired in trade, and all parties to these Terms are in trade, the parties expressly agree under section 5D of the Fair Trading Act 1986 to contract out of sections 9, 12A, 13, and 14(1) of that Act in respect of these Terms and any communication or representation made in connection with these Terms. Accordingly, neither party may bring a claim against the other under section 43 of the Fair Trading Act 1986 in respect of any matter that would, but for this clause, fall within those sections.

For the avoidance of doubt, and as required by section 5D(5)(a) of the Fair Trading Act 1986, nothing in this clause affects or limits the Commerce Commission’s ability to bring proceedings under the Fair Trading Act 1986 in respect of any conduct of either party.

Each party acknowledges that it is fair and reasonable to be bound by this clause, having regard to:

(a) the subject matter of the Engagement and the value of the Services;
(b) the relative bargaining power of the parties, including their respective ability to negotiate terms and to obtain comparable services elsewhere;
(c) whether each party has, or had the opportunity to obtain, independent legal advice on these Terms (see clause 26.7); and
(d) the commercial nature of the transaction.

You acknowledge that, in deciding to enter into these Terms, you have not relied on any representation, statement, or assurance made by us or on our behalf other than those expressly set out in these Terms, your proposal, or your statement of work.

This clause has no effect, and the Fair Trading Act 1986 continues to apply in full, where you acquire the Services as a consumer (within the meaning of that Act) or where any party is not in trade.

17. Indemnity

17.1 Your indemnity

In addition to clause 7.5, you indemnify us, our directors, employees, and contractors from and against any claim, loss, damage, fine, penalty, or cost (including reasonable legal fees) arising from or in connection with:

(a) your breach of these Terms or any Engagement;
(b) your breach of clause 14 (Acceptable Use);
(c) your breach of any law in providing data or content to us or in using the Services;
(d) any third-party claim arising from Client Data, including claims of infringement, defamation, privacy breach, spam, or misrepresentation;
(e) your use of, or reliance on, AI Output (see clause 7.5);
(f) your failure to maintain Third-Party Provider subscriptions or to comply with Third-Party Provider terms.

This indemnity is subject to the aggregate cap on liability in clause 18.2, save for matters carved out in clause 18.3.

17.2 Conditions of indemnity

For an indemnity in clause 7.5 or 17.1 to apply, the indemnified party must:

(a) give the indemnifying party written notice of the claim within 10 Working Days of becoming aware of it;
(b) allow the indemnifying party to control the defence and settlement of the claim, except that the indemnified party may participate at its own cost, and any matter that is subject to the indemnifying party’s insurer’s right of subrogation is subject to the insurer’s reasonable control;
(c) not settle, compromise, or admit liability on the claim without the indemnifying party’s prior written consent (not to be unreasonably withheld), and the indemnifying party must not settle any claim that includes an admission of liability by, or a non-financial obligation on, the indemnified party, or that materially affects the indemnified party’s brand or reputation, without the indemnified party’s prior written consent (not to be unreasonably withheld);
(d) provide reasonable cooperation at the indemnifying party’s expense.

18. Limitation of liability

18.1 Exclusions

To the maximum extent permitted by law, neither party is liable to the other for any:

(a) loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, loss of anticipated savings, loss of data (other than reasonable costs of recreating lost Client Data), or loss arising from business interruption;
(b) indirect, consequential, special, exemplary, or punitive loss or damage;

regardless of how arising (including by negligence) and whether or not the party knew that the loss could occur.

18.2 Cap

Subject to clause 18.3, our aggregate liability to you under or in connection with these Terms, all Engagements, and all Services, whether in contract, tort (including negligence), under statute, or otherwise, is limited to the higher of:

(a) the total Fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim; and
(b) NZD $50,000.

For the avoidance of doubt, this cap is a true floor and is not reduced or extinguished if our insurer declines, limits, or fails to pay a claim. We maintain insurance under clause 19 to support our obligations under this cap.

18.3 Carve-outs

The cap in clause 18.2 does not apply to:

(a) liability for death or personal injury caused by negligence;
(b) liability for fraud or fraudulent misrepresentation;
(c) your obligation to pay Fees;
(d) any other liability that cannot be limited or excluded under applicable law.

18.4 Allocation of risk

You acknowledge that the Fees reflect the allocation of risk in these Terms, including the limitation in clause 18.2 and the disclaimers in clause 16, and that the parties would not enter into these Terms without them.

19. Insurance

We maintain professional indemnity, public liability, and cyber insurance at levels we consider appropriate to the Services. We will provide evidence of cover on reasonable written request.

20. Term

20.1 Term

These Terms apply from the date you accept them (see clause 4.1) and continue until terminated under clause 21.

20.2 Engagement terms

Individual Engagements run for the term set out in the relevant proposal or statement of work. Where no term is specified:

(a) Build Engagements end on delivery and final payment;
(b) Monthly subscriptions (including Nexus subscriptions and support retainers) run month-to-month, with 30 days’ written notice required to terminate;
(c) Ongoing consulting engagements run until either party gives 30 days’ written notice of termination.

21. Termination and suspension

21.1 Termination for cause

Either party may terminate an Engagement or these Terms immediately by written notice if the other party:

(a) commits a material breach of these Terms and fails to remedy the breach within 14 days of written notice;
(b) becomes insolvent, enters voluntary administration, has a receiver, liquidator, or trustee in bankruptcy appointed, or is unable to pay its debts as they fall due;
(c) ceases to carry on business.

21.2 Termination for convenience by you

You may terminate any monthly subscription or retainer on 30 days’ written notice.

You may also terminate a Build Engagement for convenience on 14 days’ written notice, in which case:

(a) you must pay us for all work performed up to the termination date at the rates set out in your proposal or, where the proposal does not break work into stages, at our then-current standard hourly rate;
(b) you must pay us reasonable demobilisation costs we have committed to before receiving your notice (for example, non-cancellable Third-Party Provider charges or contractor commitments) where we cannot reasonably mitigate them;
(c) we will deliver work in progress to you in a usable form to the extent commercially practicable, free of any retention of ownership over deliverables for which you have paid;
(d) any prepaid Fees in excess of (a) and (b) will be refunded to you on a pro-rata basis.

21.3 Termination for convenience by us

We may terminate any Engagement on 30 days’ written notice. Where we do so, we will pro-rata refund any Fees prepaid for a Service period extending beyond the termination date.

21.4 Effect of termination

On termination:

(a) Fees accrued up to the termination date remain payable;
(b) any licences granted to you under clause 8.2 (Nexus access) end;
(c) the licences granted to you under clause 12.2 (deliverables) survive provided you have paid Fees in full;
(d) each party must return or destroy the other’s Confidential Information on request, except for copies retained as required by law or our routine backup procedures;
(e) clauses that by their nature should survive termination do so, including clauses 5 (Fees and Payment, for accrued amounts), 7.5 (AI Indemnity), 10 (Data and Privacy), 11 (Confidentiality), 12 (Intellectual Property), 13 (Marketing Use), 16.3 (Disclaimers), 17 (Indemnity), 18 (Limitation of Liability), 23 (Dispute Resolution), 24 (Governing Law), and this clause 21.4.

21.5 Data export on termination

On termination or on reasonable request before termination, we will provide a commercially reasonable export of your Client Data from Nexus, subject to:

(a) you having paid all Fees due;
(b) the export being in a format we can reasonably provide;
(c) any export work falling outside basic data export being chargeable at our then-current hourly rate.

After 60 days from termination, we will delete or irreversibly anonymise your Client Data and configurations from Nexus, unless we are required by law to retain them or we agree a longer retention period with you in writing. Where Client Data is retained in routine backups, those backups will be overwritten in the ordinary course of our backup cycle, and we will not access or use Client Data from a backup except for the purpose of restoring that backup.

22. Force majeure

Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by an event beyond its reasonable control, including act of God, fire, flood, storm, earthquake, pandemic, government action, war, terrorism, sabotage, civil unrest, strike, telecommunications failure, internet outage, or cyber-attack (a “Force Majeure Event”).

Changes in pricing, availability, or terms imposed by a Third-Party Provider are commercial events, not Force Majeure Events, and are handled under clause 6.4.

The affected party must notify the other promptly, take reasonable steps to mitigate, and resume performance as soon as practicable. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected Engagement on written notice.

23. Dispute resolution

23.1 Good faith

Before commencing legal action (other than for urgent interim relief, recovery of unpaid Fees, or where a limitation period would otherwise expire), the parties must attempt to resolve any dispute in good faith by:

(a) referring the dispute to senior representatives of each party for resolution within 15 Working Days;
(b) failing resolution, attempting mediation through a mediator agreed between the parties (or, failing agreement, a mediator nominated by the Resolution Institute of New Zealand).

23.2 Costs

Each party bears its own costs of mediation. The mediator’s fees are shared equally unless the mediator orders otherwise.

23.3 No prevention of relief

Nothing in this clause prevents a party from seeking urgent interim relief from a court.

24. Governing law and jurisdiction

24.1 Governing law

These Terms and any Engagement are governed by the laws of New Zealand.

24.2 Jurisdiction

The parties submit to the non-exclusive jurisdiction of the courts of New Zealand. Either party may, with leave of the relevant court, bring proceedings in another jurisdiction solely to:

(a) enforce a judgment of the New Zealand courts; or
(b) seek interim or injunctive relief to protect Intellectual Property rights.

24.3 United Nations Convention on Contracts for the International Sale of Goods

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

24.4 Sanctions and export controls

You warrant that you are not (and are not acting on behalf of any person who is):

(a) located in, or a national of, a country subject to comprehensive economic sanctions imposed by New Zealand, the United Nations, the United States, the United Kingdom, the European Union, or Australia;
(b) listed on any sanctions list maintained by those bodies; or
(c) otherwise prohibited from receiving the Services under any applicable export control law.

We may suspend or terminate the Services immediately if you breach this clause.

25. Notices

Notices under these Terms must be in writing and sent:

(a) to us, at [email protected], with a copy by post to Smile Tactics Limited, Suite 7, 651 Whangaparaoa Road, Stanmore Bay, Whangaparaoa 0932, New Zealand;
(b) to you, at the email address on your most recent invoice or, where you have given us a specific contact in your proposal, that contact.

Email notice is effective when sent, provided no bounce or delivery failure is received. Posted notice is effective 5 Working Days after posting.

26. General

26.1 Entire agreement

These Terms, together with any proposal, statement of work, order form, schedule, Usage Pricing Guidelines, and Privacy Policy referred to here, are the entire agreement between us about their subject matter. They supersede the prior Octavius NEXUS Marketing Platform Terms of Service and Octavius Agency Services Terms of Service.

26.2 Updates to these Terms

We may update these Terms from time to time to reflect changes in our operations, the Services, or applicable law. We will publish the current version at octavius.ai/terms and update the “Last updated” date.

Our right to update these Terms unilaterally is limited as follows:

(a) Fees, pricing, Usage Pricing Guidelines, and operational terms may be updated on 30 days’ written notice under clause 5.6.
(b) Material changes that affect a Service you are using (other than Fees and pricing covered by (a)) require us to give you 30 days’ written notice, after which you may terminate the affected Service under clause 21.2 if you do not wish to accept the change. Where you terminate, we will pro-rata refund any Fees prepaid for a Service period extending beyond the termination date.
(c) Changes to clauses 7.5 (AI Indemnity), 10 (Data and Privacy), 11 (Confidentiality), 12 (Intellectual Property), 17 (Indemnity), or 18 (Limitation of Liability) require your written consent (email sufficient) and do not take effect against an existing Engagement without that consent.

For Clients already on an active Engagement at the date a new version is published, the previous version continues to apply to that Engagement until the end of its term unless we agree otherwise.

26.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision is severed and the remaining provisions continue in full force.

26.4 No waiver

A failure or delay by either party to exercise a right under these Terms is not a waiver of that right.

26.5 Assignment

Neither party may assign or transfer its rights or obligations under these Terms without the other party’s prior written consent, which must not be unreasonably withheld or delayed. Despite this, we may assign or transfer our rights and obligations to a successor in connection with a bona fide sale of business, merger, or corporate restructure on written notice to you.

26.6 Subcontracting

We may subcontract the performance of all or part of the Services. We remain responsible for the performance of subcontractors.

26.7 Independent legal advice

You acknowledge that you have had the opportunity to obtain independent legal advice before accepting these Terms.

26.8 Counterparts and electronic signature

These Terms and any proposal or statement of work may be executed in counterparts and by electronic signature. An electronic signature, including a signature by accepting a digital quote or paying an invoice, is as binding as a handwritten signature.

26.9 Contracts (Privity) Act / Contract and Commercial Law Act 2017

Each director and employee of ours referred to in clauses 7.5, 17, and 18 has the benefit of, and is entitled to enforce, those clauses under Subpart 1 of Part 2 of the Contract and Commercial Law Act 2017 (Privity).

26.10 No third-party rights (other than as above)

Except as expressly stated, a person who is not a party to these Terms has no right under the Contract and Commercial Law Act 2017 to enforce them.

Schedule 1: Consulting and Strategy services

What’s included

Consulting and Strategy Services may include:

• AI Strategy Intensives (paid discovery and strategic mapping sessions);
• Audits (operations, data, marketing, sales, AI readiness);
• Roadmaps and architecture documents;
• Workshops and training;
• One-off advisory work charged hourly or by retainer.

Specific terms

(a) Consulting Services are typically delivered remotely. Travel and on-site work, where required, is charged at our hourly rate plus reasonable expenses pre-approved in writing.

(b) Where a deliverable is described in your proposal (for example, an Intensive report, an audit report, a roadmap), the deliverable is provided on completion of the relevant phase. Revisions and follow-up work outside the scope are chargeable.

(c) Recommendations in consulting deliverables are based on the information available at the time and on industry experience. Outcomes from acting on recommendations are your responsibility.

Schedule 2: AI Implementation services

What’s included

AI Implementation Services may include:

• AIOS Foundation build (set-up, integration, configuration, daily brief, named user provisioning);
• Individual AI agent and automation builds (“Toggles”);
• Voice AI agent design, configuration, and deployment;
• Custom AI builds and integrations;
• AI training, optimisation, implementation, and ongoing support.

Specific terms

(a) Build deliverables. A Build is complete on the earliest of: our written notice of completion; your written acceptance; or 5 Working Days after our notice of completion if you have not given written objection citing specific items that are not in line with the agreed scope.

(b) AI configuration and prompts. Prompts, agent personas, decision logic, and routing rules we design for you remain configurable and editable. Where you change AI configuration without our involvement, we are not responsible for changes in AI behaviour, output quality, or performance attributable to those changes.

(c) Voice AI. Voice AI agents may be subject to constraints imposed by Third-Party Providers (Retell AI, ElevenLabs, Twilio, and similar), including latency, language support, voice availability, and content moderation. We will design voice AI to comply with applicable disclosure requirements, but you are responsible for ensuring disclosures and consents are appropriate for the recipient’s jurisdiction.

(d) Outcome disclaimers. AI Implementation outcomes depend on data quality, integration completeness, your team’s adoption, and ongoing tuning. Clause 7 (AI Services) and clause 16 (Warranties) apply. We do not guarantee specific lead volumes, conversion rates, response times, or revenue impact.

(e) Ongoing training, optimisation, implementation, and support. Ongoing engagement is delivered via the support retainer or on an hourly basis at our standard rate. Retainer hours roll over one month and lapse thereafter, unless otherwise stated in your proposal.

Schedule 3: Marketing services

What’s included

Marketing Services may include:

• Google Ads management;
• Meta Ads management;
• LinkedIn, TikTok, Microsoft, and other paid media management;
• SEO strategy and execution;
• Content production (blog, video, social);
• Landing page design and optimisation;
• Email marketing campaigns;
• Marketing strategy and consulting.

Specific terms

(a) Clause 9 (Marketing Services, Specific Terms) applies.

(b) Where marketing services are delivered as part of an AIOS support retainer, the retainer hours apply to marketing work. Where marketing services are delivered under a stand-alone marketing engagement, the engagement is governed by the relevant proposal.

(c) Smile Tactics legacy clients. For legacy clients receiving marketing services under the Smile Tactics brand, these Terms apply except where superseded by an earlier signed agreement still in effect, which continues until renewed or replaced.

Schedule 4: Nexus platform

What’s included

The Nexus platform provides:

• A marketing and operations workspace built on enterprise-grade underlying infrastructure that we procure and manage;
• Sub-account provisioning, configuration, and integration;
• Email, SMS, voice, and conversational AI capabilities (subject to usage charges);
• Calendars, pipelines, CRM, automation builder, and reporting;
• White-labelled interface and supporting documentation.

Specific terms

(a) Clause 8 (Nexus Platform, Specific Terms) applies.

(b) Usage charges. Email, SMS, voice minutes, conversational AI, voice AI, phone number rental, and other variable-cost services are charged per use as set out in the Usage Pricing Guidelines, and are itemised within the Nexus billing dashboard.

(c) Underlying platform infrastructure. Clause 8.8 applies. We manage the underlying platform relationship on your behalf; you contract solely with us in respect of Nexus.

(d) No third-party agency. We do not act as your agent, broker, or reseller of any underlying platform provider, and no underlying platform provider is a party to these Terms.

(e) Data export. On termination, clause 21.5 applies. Export formats are limited to those supported by the underlying platform at the time of export.

Contact

Questions about these Terms?
Titus Mulquiney, Octavius AI
Email: [email protected]
Phone: +64 9 888 0666
Web: www.octavius.ai

Smile Tactics Limited
NZ Company No. 8018818
NZBN 9429048280945
GST No. 132019169