Terms of Service

1. Introduction

1.1 Who we are

Agent Hatchers Pty Ltd (ACN 690 308 242) is an Australian company based in Victoria. We provide hosted AI agents and related services to businesses.

1.2 These Terms

These Terms are the agreement between you and us for the Services.

You accept these Terms when you tick the box at sign-up, start a free trial, or pay for a Subscription. If you sign up for a business you confirm you are authorised to bind that business, and "you" means that business. If we agree a written order form or proposal with you, it applies together with these Terms and prevails if they conflict.

The Services are for business use only. You must not sign up for personal, domestic or household use.

1.3 Other applicable terms

Our Privacy Policy explains how we handle personal information under the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

Our service providers, what each one processes and where, are listed on our website at agenthatchers.com/providers. Your server and storage are located in Sydney, Australia. Some of our providers, including our AI provider OpenRouter, are based outside Australia.

1.4 Changes to these Terms

We may update these Terms by giving you at least 30 days' notice by email.

If you do not agree with a change, you can cancel your Subscription under clause 9.1 before the change takes effect. If you keep using the Services after the change takes effect, you accept the updated Terms.

2. Scope of Services

2.1 The Services

We provide a hosted AI agent platform built on Hermes (the Platform), including a dedicated server and private storage for your business, the AI agents you choose from our library or that we build for you (Agents), the Agent Hatchers dashboard, and ongoing monitoring, maintenance and updates (together, the Subscription). We may also provide setup, custom agent builds, training or consulting where agreed in writing (Additional Services).

2.2 Relationship

We provide the Services as an independent contractor. Nothing in these Terms makes us your agent, employee or partner.

2.3 Third-party software

Any third-party software, tools, or APIs we recommend or implement remain subject to the terms of the relevant third-party provider.

2.4 Emerging technologies

The Services rely on AI. We do not guarantee that AI will always be accurate or reliable, or that a particular AI model will stay available.

3. Your Obligations

3.1 Information and cooperation

It is in your interest to give us accurate, complete and timely information where we reasonably need it to provide the Services. If you are late giving it, we may pause the work that depends on it.

3.2 Lawful use

You must use the Services for lawful purposes. You must not use the Services for unlawful or fraudulent activity, or to introduce malware or other harmful code.

You must not use Agents to send spam, impersonate anyone, mislead anyone in any way, or access systems you are not authorised to use, nor attempt to get around the security or usage limits of the Services.

3.3 Account security

You are responsible for your account, including its security and keeping your login details confidential.

3.4 Your data

You own the data, files and content you or your Agents import into the Platform (Your Data).

In order for us to provide the Services to you, you give us permission to host, process and use Your Data as agreed between us. We will not use Your Data to train AI models, and we set up our AI provider (OpenRouter) so that the model providers it uses are not permitted to train on Your Data.

We may collect statistical data on an anonymous basis for our own internal use.

We keep Your Data on a server and in storage set up for your business alone, encrypted in transit and at rest. We recommend you keep your own copies of important data. We are not responsible for data held in your own third-party systems, such as your email, accounting or CRM software.

3.5 Client warranties

You confirm that you have the right to give us the materials you provide, that the tasks you ask Agents to perform are lawful, and that your use of the Services will not expose us to claims from third parties.

3.6 Sensitive information

You must not put payment card numbers, health records, government identifiers, children's personal information or other information subject to special legal rules into the Platform, or connect Agents to systems whose main purpose is to hold it, unless we have agreed in writing. If an Agent comes across such information while doing its job, for example in an email inbox, we will handle it under clause 3.4 and our Privacy Policy.

3.7 Connected apps

You must only connect accounts and apps to the Platform that you are authorised to connect, and you are responsible for having any consents needed from the people whose information is in them. Agents act with the permissions of the account that connects them. You can disconnect any app, or revoke an Agent's access to it, at any time.

4. Our Obligations

4.1 Service standard

We will provide the Services with due care, skill, and diligence in accordance with Australian Consumer Law (ACL) guarantees.

4.2 Quality assurance

We take reasonable steps to keep the Platform and Agents free of defects and malware.

4.3 Updates to the Services

We regularly update and improve Hermes. We may roll out updates that improve its functionality, security or performance without notifying you first. If a change would materially reduce the Services you receive, we will give you at least 30 days' notice by email, and you may cancel your Subscription under clause 9.1 before it takes effect.

4.4 Security responsibility

We will take reasonable steps to protect the Platform and Your Data from unauthorised access. You are responsible for securing your own systems and third-party tools.

If we become aware of a security incident affecting Your Data, we will tell you without undue delay and help you respond, including with any obligations you have under the Notifiable Data Breaches scheme in the Privacy Act 1988 (Cth).

5. Fees and Payment

5.1 Fees

You must pay the Subscription fee shown on our website or at checkout when you sign up, or as otherwise agreed with you in writing. Fees are in Australian dollars and include GST. Additional Services are charged as quoted.

5.2 Billing

The Subscription runs month to month and renews automatically. We bill the Subscription fee monthly in advance, starting on the day your Subscription begins, by automatically charging the payment method you provide us. You must keep your payment details up to date.

5.2A Failed payments

If a payment fails, we will tell you by email and retry the charge. If payment is still outstanding 14 days after our first notice, we may suspend the Services until it is paid.

5.3 Refunds

If you cancel, you keep access until the end of the period you have paid for and we do not refund part-months. This does not limit any refund you are entitled to under the Australian Consumer Law, including where the Services have a major failure.

5.4 Out-of-scope work

Work outside the Subscription or outside what we have agreed as Additional Services is charged separately at our standard rates, unless we agree otherwise.

5.5 Fair use

The Subscription includes a server and storage sized for ordinary business use. If your use goes well beyond that, we will consult with you about options before any additional changes are made.

5.6 AI usage

AI model usage is not included in the Subscription fee. We pass it on to you at cost, without markup, and bill it monthly in arrears with your Subscription. Usage varies with how much your Agents work. We send an itemised usage statement with each bill.

We agree a monthly AI spending limit with you when you sign up, and you can change it at any time. We will tell you when usage reaches 80% of the limit. At the limit, your Agents pause AI work until the next billing month, unless you raise the limit.

5.7 Price changes

We may change the Subscription fee by giving you at least 30 days' notice by email. The new fee applies from your first billing date after the notice period ends. If you do not agree with the new fee, you can cancel your Subscription before it takes effect and you will not be charged the new fee.

5.8 Questions about a charge

If you believe you have been charged in error, email support@agenthatchers.com within 60 days of the charge. We will look into it and correct any error, including by refunding any amount charged in error. This does not limit your rights under the Australian Consumer Law.

5.9 Free trials

If we offer you a free trial, it lasts 30 days and you give us a payment method when it starts. We will email you at least 7 days before the trial ends. Unless you cancel before the trial ends, your paid Subscription starts automatically and we will charge your payment method. If you cancel during the trial, you will not be charged.

5A. Maintenance and Support

5A.1 What the Subscription includes

The Subscription includes hosting, monitoring, maintenance and updates for the Platform and your Agents, and support by email at support@agenthatchers.com.

5A.2 Response times

During Melbourne business hours, we aim to respond to support requests within one business day, and to resolve issues affecting how the Platform functions as soon as possible.

5A.3 Maintenance scope limitations

Our maintenance obligations apply only to issues arising directly from the Platform or Agents provided by us. Third-party issues, issues caused by changes you make without consulting us, and force majeure events fall outside this scope.

6. Intellectual Property

6.1 Hermes

The Platform is built on Hermes, which is open-source software. Your rights to Hermes itself are governed by its open-source licence, and nothing in these Terms limits them. The way we set up, configure, connect and host Hermes for you is part of Our Materials (clause 6.2).

6.2 Our materials

We own the Agent Hatchers dashboard, our Agent library, and our other software, templates, methods and know-how (Our Materials). While your Subscription is active, we give you a non-exclusive, non-transferable licence to use Our Materials as part of the Services for your business. You agree not to copy, resell, sublicense or reverse engineer Our Materials, or use them to build a competing product. This does not apply to Hermes, which you may use under its open-source licence (clause 6.1).

6.3 Your materials

You own Your Data and the names, branding and content of your Agents. You give us a licence to use Your Data to provide the Services.

Agent configurations, prompts and skills built specifically for you, once paid for, are owned by you.

6.4 Marketing

We may list your business name as a customer. We will ask for your permission before using your logo or publishing a case study about your results.

7. Limitation of Liability

7.1 Non-excludable rights

These terms do not exclude rights under the Competition and Consumer Act 2010 (Cth) or other non-excludable legislation.

7.2 Liability caps

To the extent the law allows: (a) we exclude all warranties and conditions not set out in these Terms; (b) if the Services fail to meet a consumer guarantee, our liability is limited to supplying the Services again or paying the cost of having them supplied again; (c) we are not liable for indirect or consequential loss; and (d) our total liability under or in connection with these Terms is limited to the fees you paid us in the 12 months before the claim arose.

Nothing in these Terms limits either party's liability for its own fraud or wilful misconduct, for death or personal injury caused by its negligence, or for anything else the law does not allow to be limited.

7A. Artificial Intelligence Outputs

7A.1 AI incorporation

The Services use third-party AI systems provided by external model providers.

7A.2 AI limitations acknowledgment

You acknowledge that AI systems, like other software tools, may occasionally generate outputs that are inaccurate, incomplete, or not aligned with expectations.

7A.3 Approvals

By default, Agents ask a person in your team to approve any action that sends a message to someone outside your business or makes or changes a payment. You are responsible for actions you or your team approve.

7A.4 Review before relying

You should review Agent outputs before relying on them for financial, legal, tax or other important decisions. Agents do not provide professional advice. AI outputs may occasionally resemble material owned by others, so check outputs before you publish them or use them commercially.

8. Indemnity

You indemnify us against third-party claims arising from your breach of clause 3.2 (Lawful use) or 3.5 (Client warranties), or from content you provide. This indemnity is reduced to the extent we caused or contributed to the loss.

9. Termination

9.1 Cancelling

You can cancel your Subscription at any time from your account or by emailing support@agenthatchers.com. Cancellation takes effect at the end of your current billing period and we will not charge you again. If you cancel because of a change we notified under clause 1.4, 4.3 or 5.7, cancellation takes effect before that change applies to you.

9.1A Our right to end the Subscription

We may end your Subscription for any reason by giving you at least 30 days' notice by email. If we do, we will refund any fees you have paid for the period after the end date.

9.2 Suspension and termination by us

We may suspend or end the Services by notice if payment is overdue as set out in clause 5.2A, or if you materially breach these Terms and do not fix the breach within 14 days of our notice. We may suspend immediately, without first giving notice, if your use of the Services is unlawful or puts the Platform, other customers or third parties at risk. We will, at our discretion, restore the Services if the issue is resolved. Subscription fees continue while the Services are suspended.

9.3 Accrued rights

Termination does not affect previously accrued rights or obligations.

9.4 Survival clause

Clauses relating to confidentiality, intellectual property, limitation of liability, indemnity, warranties, data ownership, and AI outputs, and clauses 9.5 and 9.6, will survive termination.

9.5 Leaving Agent Hatchers

When your Subscription ends for any reason:

• (a) for 14 days after the end date (the exit period) you can ask us for an export of your data, files, and Agent configurations, skills and prompts, in a commonly used format, at no charge;
• (b) the export is a copy of your data and Agent configurations, skills and prompts, not a transfer of a server, hosting account or complete working system. Server handover, migration, setup and ongoing operation are not included in the Subscription. Any migration assistance is subject to a separate written agreement on scope, feasibility and fees. We do not guarantee that exported material will operate in another environment without changes, new credentials or third-party services;
• (c) after the exit period we will delete your data and files from our systems and from the server and storage we manage for you, except where the law requires us to keep it, and will confirm deletion on request.

9.6 If we stop providing the Services

If we decide to stop providing the Platform to all customers, we will give you at least 60 days' notice by email. You may request the data and configuration export described in clause 9.5(a) at no charge. This does not include free server handover or migration assistance, or a guarantee of continued operation after the Services end.

The revisions to clauses 9.5(b) and 9.6 published on 23 October 2026 apply to new Subscriptions accepted after publication. For existing Subscriptions, changes take effect only in accordance with the notice and cancellation provisions in clause 1.4; publication alone does not remove previously agreed rights.

10. General

10.1 Force Majeure

Neither of us is liable for a delay or failure to perform caused by an event beyond its reasonable control, such as a natural disaster, fire, flood, pandemic, strike, government action, or an outage of a third-party provider or the internet. The affected party must tell the other as soon as practicable and take reasonable steps to limit the effect. This clause does not excuse payment for Services already provided. If the event stops the Services for more than 30 days in a row, either of us may end the Subscription by notice, and we will refund any fees you have paid for the period after the end date.

10.2 Service availability

We will use reasonable efforts to keep our Services available but do not guarantee uninterrupted access. Outages of third-party services are outside our control.

10.3 Governing law

The laws of Victoria, Australia govern these Terms, and the courts of Victoria have exclusive jurisdiction.

10.4 Assignment

You may assign these Terms only with our consent. We may assign these Terms only to a buyer of all or most of our business, by notice to you, and the buyer must honour these Terms.

10.5 Severance

If any part of these Terms is invalid or unenforceable, it is removed and the rest of these Terms continues to apply.

10.6 Waiver

A right under these Terms is only waived if the waiver is in writing.

10.7 Dispute resolution

If a dispute arises, we will both try in good faith to resolve it, first by negotiation and then by mediation, before starting court proceedings.

10.8 Export controls

If you use the Services outside Australia, you must comply with your local laws, including on data protection and imports and exports.

10.9 Notices

We will send notices under these Terms by email to the email address on your account, and you must keep it up to date. You can send notices to us at support@agenthatchers.com. An email notice is treated as received on the next business day in Melbourne after it is sent, unless the sender receives a message saying it was not delivered.

10.10 Entire agreement

These Terms, together with any written order form or proposal we agree with you and the documents they refer to, are the entire agreement between us about the Services. They replace any earlier agreements, proposals or understandings about the Services. This does not limit any rights you have under the Australian Consumer Law.

11. Confidentiality

11.1 What each of us must keep confidential

Each of us must keep confidential, and use only for the purposes of these Terms, any non-public information the other shares that is marked confidential or that a reasonable person would understand to be confidential, including Your Data and Our Materials. Each of us may share it with our employees, contractors and service providers who need it for those purposes and are bound by similar confidentiality obligations, or with the other's consent.

11.2 Exceptions and how long it lasts

These obligations do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already knew or developed independently, or that it must disclose by law (in which case, where the law allows, it will tell the other party first). These obligations continue for 5 years after your Subscription ends.

12. Definitions