Terms of Use

Last changed 20 August 2026

Contracting entity: Telos NZ Limited · A Telos Limited group company · Version 2.1 · Effective 20 August 2026

Summary

Telos Brain is AI infrastructure that builds and maintains a knowledge base — a Brain — for your organisation. You put your organisation's information into it; it organises that information and makes it usable by your people and by software you connect to it.

Four things worth knowing before you start.

You choose where it runs. You can run your Brain in our cloud, or install our software and run it on infrastructure you control. Different obligations apply to each. Schedule A covers cloud deployments; Schedule B covers self-hosted deployments.

You bring your own AI models. The Service does not include access to any AI model. You obtain your own account and API keys with the model providers you want to use, and you pay those providers directly for the models you consume. Those charges are separate from, and additional to, our fees.

What you put in stays yours. Your data, the structure you build, and the Skills you create belong to your organisation, not to us. You get USD $10 of free use to begin with, and after that our Service is billed based on how much you use it.

The Brain uses AI, which means its outputs can be wrong. You need to check anything important before you act on it.

1. Agreement to these Terms

1.1 These Terms form a binding contract between you and Telos NZ Limited (NZBN 9429052360978, company number 9277658), a company incorporated in New Zealand ("Telos", "we", "us", "our"). Telos NZ Limited is your contracting party for Telos Brain in every territory, and is the entity responsible for performing these Terms.

1.1A Telos NZ Limited is a subsidiary of Telos Limited (incorporated in New Zealand, NZBN 9429052358715) (the "Parent"). Telos Limited publishes the AI Terms, the Acceptable Use Policy and the Privacy Policy for the Telos Group, and operates the Trust Centre. Those documents apply to you as part of these Terms, and Telos NZ Limited is accountable to you for compliance with them in relation to Telos Brain.

1.1B We may use other members of the Telos Group, including Telos IP Ltd (NZBN 9429052360992, company number 9277905) and Telos AU Pty Ltd (ACN 613457935), to perform parts of our obligations. Where we do, clause 21.5 applies and Telos NZ Limited remains responsible to you.

1.2 You agree to these Terms by doing any of the following:

creating an account for the Service;
clicking or selecting a control indicating that you accept these Terms;
generating, requesting or using an API key or other credential issued by us for the Service;
downloading, installing, copying or running the Software or a Starter Template; or
accessing or using the Service by any means, including through the web application, the command line interface, the Management API, a Model Context Protocol endpoint, or any integration with a third-party platform.

1.3 Clauses 1.2(d) and 1.2(e) matter because the Service can be reached, and the Software can be installed and run, without visiting a web page. However you reach it, these Terms apply.

1.4 If you access or use the Service on behalf of an organisation, you confirm that you have authority to bind that organisation to these Terms, and "you" means both you and that organisation. If you do not have that authority, you must not accept these Terms or use the Service.

1.5 You agree, and it is a condition of your right to use the Service, that you are acquiring the Service for the purposes of a business or trade and not as a consumer.

1.6 You also confirm that:

you are at least 18 years old and have legal capacity to enter into a contract;
you are not located in, ordinarily resident in, or acting on behalf of a person in, a country or territory subject to comprehensive trade sanctions, and you are not a person with whom we are prohibited from dealing under applicable sanctions or export control laws; and
the information you give us when creating your account is accurate and you will keep it up to date.

1.7 If you do not agree to these Terms, you are not permitted to access or use the Service and must stop doing so immediately.

1.8 These Terms incorporate, and you also agree to, the following documents, each available at https://trust.telosready.com and each of which we may update in accordance with clause 2:

the Telos Brain AI Terms;
the Telos Brain Acceptable Use Policy;
the Telos Brain Privacy Policy; and
the Telos Brain Data Processing Addendum.

1.9 These Terms include Schedule A and Schedule B. Schedule A applies to a Cloud Deployment. Schedule B applies to a Self-Hosted Deployment. If you operate both, both Schedules apply, each to the Deployment it covers.

1.10 If there is any inconsistency:

a Schedule prevails over clauses 1 to 21 in relation to the Deployment it covers;
clauses 1 to 21 prevail over the documents listed in clause 1.8, except that the AI Terms prevail in relation to AI Outputs, Model Providers and model behaviour, and the Data Processing Addendum prevails in relation to the processing of personal data for which you are the controller and we are the processor; and
the licence terms accompanying any open source component prevail over these Terms in relation to that component.

2. Changes to these Terms

2.1 We may change these Terms from time to time. If we do, we will publish the amended Terms at https://trust.telosready.com and update the version number and effective date.

2.2 For any change that materially and detrimentally affects your rights or obligations, we will give you at least 30 days' notice by email to your account address or by prominent notice in the Service before the change takes effect.

2.3 If a change of the kind described in clause 2.2 is unacceptable to you, you may terminate these Terms by notice to us at any time before the change takes effect. If you do, the version of the Terms in force immediately before the change continues to apply until termination takes effect, and clause 10.9 applies.

2.4 If you continue to use the Service after a change takes effect, you are bound by the amended Terms. For a Self-Hosted Deployment, continued operation of a Brain, and any installation of an update to the Software, is continued use.

2.5 We maintain an archive of superseded versions of these Terms at https://trust.telosready.com/.

3. Definitions and interpretation

In these Terms:

AI Output: means any content, answer, summary, recommendation, classification, code or other material generated by the Service using artificial intelligence or machine learning.
Affiliate: means, in relation to a party, any entity that controls, is controlled by, or is under common control with that party.
Brain: means an instance of Telos Brain created by you or for you, whether as a Cloud Deployment or a Self-Hosted Deployment, including its configuration, structure, Skills and stored content.
Cloud Deployment: means a Brain that we host and operate for you on infrastructure we control.
Confidential Information: means information of a party that is not public knowledge and that is disclosed to or obtained by the other party in connection with the Service. Your Confidential Information includes Your Content and your Model Credentials. Our Confidential Information includes the Platform and our non-public technical and commercial information.
Control Plane: means the account, authentication, entitlement, licensing, metering, management and support services we operate, including at go.telosbrain.com and its APIs, to which both Cloud Deployments and Self-Hosted Deployments connect.
Deployment: means a Cloud Deployment or a Self-Hosted Deployment.
Documentation: means the user and technical documentation for the Service that we make generally available, including the list of supported Model Providers.
Force Majeure: means an event beyond a party's reasonable control that it could not have prevented by reasonable precautions, including natural disaster, epidemic, war, civil disturbance, act of terrorism, industrial action, failure of a telecommunications or utility provider, and failure or unavailability of a Third-Party Service or a Model Provider.
Intellectual Property Rights: means all rights in patents, copyright, designs, trade marks, know-how, trade secrets and other intellectual property rights, whether registered or unregistered, anywhere in the world.
Metering Data: has the meaning given in clause B4.
Model Credentials: means the API keys, tokens, endpoints or other credentials issued to you by, or used by you to authenticate to, a Model Provider, which you configure into a Brain.
Model Provider: means a third party that supplies a large language model, embedding model, or other AI model or inference service that a Brain uses, and includes any model or inference service you operate yourself.
Model Provider Charges: means amounts charged to you by a Model Provider, or costs you incur in operating your own model, for inference, embedding or other model operations performed through a Brain.
Payment Method: means the credit card or other payment method you provide and keep current for us to charge Usage Fees, as described in clause 10.3.
Permitted User: means an individual you authorise to access the Service under your account.
Platform: means the software, infrastructure, tooling and know-how owned or licensed by us and used to provide the Service, including the Software, the Control Plane, the Cloud Service and all updates and modifications. It excludes Your Content, and it excludes any model operated by a Model Provider.
Rate Schedule: means the published rates for Usage Fees referred to in clause 10.2, as updated from time to time in accordance with clause 10.7.
Self-Hosted Deployment: means a Brain that you install, run and operate on infrastructure you control, using the Software.
Service: means Telos Brain, being the Cloud Service, the Software, the Control Plane, the Starter Templates and the Documentation, and including all means of access referred to in clause 1.2(e).
Skill: means a reusable capability, procedure or instruction set created, configured or maintained within a Brain.
Software: means the Telos Brain software we make available for installation and execution on infrastructure you control, including the command line interface distributed as an npm package, container images and configuration, and all updates we release.
Starter Template: means the starter Brain scaffolding, sample configuration and example Skills we make available for you to copy and modify, including material retrieved by the CLI initialisation command.
Telos Group: means Telos Limited and its Affiliates, including Telos NZ Limited and Telos AU Pty Ltd.
Third-Party Service: means any product, service or platform provided by a third party that the Service depends on or integrates with, other than a Model Provider.
Trust Centre: means the Telos Limited trust centre published at https://trust.telosready.com, through which we publish our security documentation, certifications and sub-processor list.
Usage Fees: means the fees for use of the Service calculated by reference to the Rate Schedule, as described in clause 10.2. Usage Fees do not include Model Provider Charges.
Welcome Credit: means the one-off credit described in clause 10.1.
Your Content: means all data, documents, records, configuration, Skills, prompts and other material that you or a Permitted User uploads to, inputs into, creates in, or connects to a Brain, and includes AI Outputs generated for you and Starter Templates as modified by you. It does not include the Platform, the Software, or a Starter Template in unmodified form.

3.1 In these Terms: a reference to a clause is to a clause of these Terms; a reference to a clause beginning "A" or "B" is to a clause of Schedule A or Schedule B; "including" and similar words are not words of limitation; the singular includes the plural; a reference to a statute includes its amendments and replacements; headings are for convenience only; and a reference to currency is to New Zealand dollars unless stated otherwise.

4. The Service

4.1 Subject to these Terms and to your payment of Usage Fees, we grant you, for you and your Permitted Users to use for your own business purposes during the term:

for a Cloud Deployment, a non-exclusive, non-transferable, revocable right to access and use the Cloud Service, on the terms in Schedule A; and
for a Self-Hosted Deployment, the non-exclusive, non-transferable, revocable licence to install and run the Software set out in clause B1.

4.2 You may choose the Deployment model for each Brain, from the options we make available. You may operate both.

4.3 These Terms cover self-service access to Telos Brain only.Standard product support at the level described in the Documentation is included. These Terms do not include, and we are not obliged under them to provide, any custom software development, implementation, configuration, integration, managed service, advisory or professional services engagement. Those services are available separately and are governed by their own written agreement.

4.4 Availability of the Cloud Service, and planned maintenance, are dealt with in clause A2. We do not warrant that the Service will be uninterrupted or error free.

4.5 We may change, add to, or remove features of the Service at any time. We will not make a change that materially reduces the core functionality of the Service without giving you at least 30 days' notice, and if we do make such a change you may terminate under clause 19.3 and clause 10.9 applies. For a Self-Hosted Deployment, clause B3 governs versions and updates.

4.6 The Service depends on Model Providers and on Third-Party Services, including infrastructure and container runtimes provided by others. If one of those changes, becomes unavailable, changes its terms or pricing, or ceases to be commercially viable for us to support, we may modify, suspend or withdraw the affected functionality. Where we do, we will give you as much notice as is reasonably practicable and clause 10.9 applies if the effect on you is material.

4.7 Where you connect the Service to a Third-Party Service, your use of that Third-Party Service is governed by its own terms, we are not responsible for it, and you are responsible for ensuring you have the rights and permissions needed to connect it. Clause 9 governs your relationship with Model Providers.

4.8 We may make features available on a beta, preview or evaluation basis. Those features are provided as is, may be withdrawn at any time, and clause 16 applies to them without the benefit of clause 15.1.

5. Your account and Permitted Users

5.1 You must keep your account credentials and any API keys we issue secure and confidential, and must not share them.

5.2 You are responsible for all activity under your account or credentials, whether or not authorised by you, except to the extent the unauthorised activity results from our breach of these Terms or our failure to maintain the security measures required by clause 14.

5.3 You must notify us promptly at security@telosbrain.com if you become aware of any unauthorised access to or use of your account, or of any compromise of your Model Credentials.

5.4 You may authorise Permitted Users to access the Service under your account. You are responsible for their acts and omissions as if they were your own, and you must ensure they comply with these Terms.

5.5 If you register using an email address belonging to an organisation, that organisation may request control of the account. Where we are reasonably satisfied that the request is legitimate, we may transfer control of the account and its contents to that organisation, and may disclose your name, email address and account details to it. Where we can practicably do so, we will notify you before we act, so that you can export any material you wish to retain.

6. Your obligations

6.1 You must use the Service in accordance with these Terms, the Acceptable Use Policy, the Documentation and all applicable laws.

6.2 You must not, and must not permit anyone else to:

resell, sublicense, rent, distribute or otherwise make the Service or the Software available to any third party, except to Permitted Users as permitted by these Terms;
copy, modify, reverse engineer, decompile or attempt to derive the source code, architecture or system prompts of the Platform, except in relation to a Starter Template as permitted by clause 11.6, in relation to an open source component to the extent its licence permits, or to the extent this restriction is prohibited by law;
scrape, harvest, extract or systematically retrieve the Platform or any part of the Service other than Your Content, including for the purpose of training, fine-tuning or evaluating any machine learning model;
attempt to obtain or infer our system prompts, instructions, safety measures or the content of any other customer's Brain;
use the Service to build or assist in building a product or service that competes with the Service, or to benchmark it for publication without our prior written consent;
circumvent or attempt to circumvent any usage limit, rate limit, access control or security measure;
tamper with, disable, falsify, obstruct or circumvent any licensing, entitlement or metering control in the Software or the Control Plane, or the transmission of Metering Data;
introduce any virus, malicious code or harmful component into the Service, or interfere with its operation or security;
upload or input any material that you do not have the right to upload or input, or that infringes the rights of any person; or
use the Service for any unlawful purpose, or in a way that exposes us to legal or regulatory liability.

6.3 You are responsible for the accuracy, quality and legality of Your Content, for obtaining all consents and authorisations necessary for us to hold and process it in providing the Service, and for having the rights necessary to grant the licence in clause 7.2.

6.4 You must not upload or input into the Service any material of a kind listed in the Acceptable Use Policy as prohibited, and must not use the Service to make decisions of the kind restricted under clause 9.4 or clause 4.2 of the AI Terms.

6.5 The Service is not certified to the Payment Card Industry Data Security Standard. We do not act as a business associate for the purposes of the United States Health Insurance Portability and Accountability Act and will not enter into a business associate agreement. You must not input payment card data or protected health information into a Cloud Deployment.

6.6 You must comply with the terms and usage policies of each Model Provider you use, as set out in clause 9.8.

7. Your Content

7.1 You own Your Content. Nothing in these Terms transfers any Intellectual Property Rights in Your Content to us. This includes the data you put into your Brain, the structure and configuration of your Brain, and the Skills you create in it.

7.2 Where we hold or process Your Content — which, in a Self-Hosted Deployment, is limited to material you choose to provide to us for support or diagnostic purposes — you grant us a non-exclusive, royalty-free licence to host, store, copy, transmit, display, process and otherwise use Your Content solely to the extent reasonably necessary to:

provide, maintain, secure and support the Service for you;
prevent or address fraud, abuse, security incidents or technical problems; and
comply with our legal obligations.

7.3 That licence ends when Your Content is deleted under clause 19.6, except to the extent we are required by law to retain it or it exists in routine backups pending deletion in the ordinary course.

7.4 We will not use Your Content to train, fine-tune or improve any model, Skill or capability that we make available to any other customer, unless you have given us separate express written consent.

7.5 We may generate and use aggregated statistical information about use of the Service — such as volumes, performance, error rates and feature usage — provided it does not identify you, any Permitted User, any individual or any of Your Content. We may use that information to operate and improve the Service and to report on it in aggregate.

7.6 We may access Your Content only where reasonably necessary for a purpose in clause 7.2, and we will limit that access to personnel who need it. Where we access Your Content to provide support, we will do so in accordance with our internal access controls and, where practicable, at your request or with your knowledge. In a Self-Hosted Deployment we have no access to Your Content unless you give it to us.

7.7 You are responsible for maintaining your own copies of material that is important to you. You may export Your Content at any time using the functionality we make available. Clause 19.6 sets out what happens to Your Content when these Terms end.

8. Feedback

8.1 If you give us suggestions, comments or ideas about the Service, we may use them without restriction and without any obligation to you. You are not required to give us feedback.

8.2 Clause 8.1 does not give us any right in Your Content, and does not permit us to use or disclose your Confidential Information. Where feedback necessarily discloses Your Content or your Confidential Information, clause 7 and clause 12 continue to apply to it.

8.3 Nothing in these Terms restricts either party from using, in the ordinary course of its business, the general skills, techniques, concepts and know-how of its personnel, provided it does not disclose the other party's Confidential Information or infringe its Intellectual Property Rights.

9. Artificial intelligence, Model Providers and Model Credentials

Artificial intelligence

9.1 The Service uses artificial intelligence, including large language models and embedding models supplied by Model Providers, to generate AI Outputs. The AI Terms contain further detail and apply in addition to this clause 9.

9.2 AI Outputs are generated automatically and may be inaccurate, incomplete, out of date, internally inconsistent or fabricated. We do not warrant the accuracy, completeness, suitability or reliability of any AI Output.

9.3 AI Outputs are not professional advice. They are not legal, financial, accounting, tax, medical, safety or other regulated advice, and must not be relied on as a substitute for it.

9.4 You must review AI Outputs before relying on them or acting on them, and you must not use the Service:

as the sole basis for any decision that has a legal, financial, health, safety or employment consequence for any person; or
to make or substantially automate any decision about an individual without meaningful human review.

9.5 AI Outputs generated for you form part of Your Content. However, AI Outputs are not necessarily unique, and identical or similar outputs may be generated for other customers. We make no representation that any AI Output is original or that its use will not infringe the rights of a third party, and clause 17.2 does not apply to AI Outputs.

You supply the models

9.6 The Service does not include access to any AI model. To generate AI Outputs, a Brain calls models operated by Model Providers using Model Credentials that you obtain and configure. You are responsible for obtaining and maintaining your own account with each Model Provider you wish to use.

9.7 The Documentation lists the Model Providers the Service currently supports. We may add or remove connector support for a Model Provider at any time. Where we remove support for a Model Provider you use and the effect on you is material, clause 4.6 applies and you may select an alternative from the remaining supported options.

9.8 Your relationship with each Model Provider is directly between you and that Model Provider, and is governed by your agreement with it. You must comply with each Model Provider's terms of service and usage policies, which may impose restrictions that these Terms do not. We are not responsible for, and give no warranty about, any Model Provider, including:

its availability, latency, capacity, pricing or continued existence;
the behaviour, accuracy, safety or output of its models, or its decisions to update, retrain, deprecate or withdraw a model;
how it handles, stores, retains, discloses or uses data you send it, including whether it uses that data to train or improve its own models; or
any suspension, restriction or termination by it of your account.

9.9 Because you contract with each Model Provider directly, we cannot control and do not undertake to control its data practices. You should review each Model Provider's data usage terms before you configure it, and enable any no-training, zero-retention or enterprise data controls it offers. Clause 5 of the AI Terms sets out what we do and do not commit to in relation to training.

Model Provider Charges

9.10 Usage Fees are payable for use of the Service only. Model Provider Charges are separate, are not included in Usage Fees, are not collected by us, and are payable by you directly to the relevant Model Provider.

9.11 You are solely responsible for all Model Provider Charges arising from operations initiated through your account or any Brain you operate, including charges arising from:

automated, agentic, scheduled, recursive or repeated execution of Skills, agents or workflows you configure;
misconfiguration, error or unintended behaviour on your part or of anything you connect; and
use by a Permitted User or by any person using your Model Credentials.

9.12 We are not liable for Model Provider Charges in any circumstances. Where we make spend limits, budget alerts or similar controls available in the Service or the Documentation, you are responsible for configuring and monitoring them. Your Model Provider may also offer spend limits, and we recommend you set them.

Model Credentials

9.13 You must:

obtain Model Credentials lawfully and only for accounts you are authorised to use;
keep them valid, funded and current;
scope them to the minimum permissions the Brain needs;
rotate them at reasonable intervals and immediately on any suspected compromise; and
revoke them promptly on termination of these Terms or on decommissioning a Brain.

9.14 Where you configure Model Credentials into a Cloud Deployment, we will:

treat them as your Confidential Information under clause 12;
store them encrypted at rest and transmit them only over encrypted channels;
use them only to perform operations initiated by you, a Permitted User, or a Skill, agent or workflow you have configured;
take reasonable measures designed to prevent them being returned in an AI Output, an export or an application log; and
delete them in accordance with clause 19.6.

9.15 In a Self-Hosted Deployment, Model Credentials are held in your environment, in configuration you control. We do not receive them, and clause 9.14 does not apply. You are responsible for their security.

10. Fees and payment

10.1 We may grant you a one-off credit of USD $10 (or the equivalent in another currency we support) when you create your account (the "Welcome Credit"), to apply towards Usage Fees. The Welcome Credit is provided free of charge, has no cash value, is not transferable, is not redeemable for cash, and expires on termination. It does not apply to Model Provider Charges. One Welcome Credit is available per organisation, and we may withhold or cancel it where we reasonably believe accounts have been created to obtain more than one.

10.2 Once your Welcome Credit is exhausted or has expired, continued use of the Service is charged on a usage basis, calculated by reference to the rates published (the "Rate Schedule"). Usage Fees are charged in USD. Usage Fees are for use of the Service only and do not include Model Provider Charges (see clause 9.10). Prices are exclusive of GST and any other applicable sales or value added tax, which we will add where we are required to charge it.

10.3 Before you can continue to use the Service once your Welcome Credit is exhausted or has expired, you must provide a valid credit card or other payment method we support (a "Payment Method") and keep it current and authorised for us to charge. You authorise us to charge your Payment Method for Usage Fees in accordance with this clause 10.

10.4 We calculate Usage Fees on an ongoing basis and will issue you a statement at the end of each billing period. We will charge your Payment Method for the amount shown on a statement. Where the applicable payment scheme or law requires advance notice of a variable recurring amount, we will give that notice before charging.

10.5 We will make available to you a record of your usage and the Usage Fees it has generated, updated at least daily, so you can monitor your spend before it is billed. That record does not show Model Provider Charges, which are shown in your account with the relevant Model Provider.

10.6 If a payment fails, or if you do not have a valid Payment Method on file once your Welcome Credit is exhausted or has expired, we may suspend your access to the Service, including entitlement for a Self-Hosted Deployment, until a valid payment is made or a valid Payment Method is provided. We will not incur any liability to you for a suspension under this clause. Suspension under this clause does not delete Your Content, and clause 19.6 does not apply unless these Terms are terminated.

10.7 We may change the Rate Schedule, including the rate for any operation, by giving you at least 30 days' notice. Where we increase a rate:

the increase applies only to usage from the date the change takes effect, and does not apply retrospectively to Usage Fees already calculated or billed; and
you may terminate these Terms under clause 19.3 before the change takes effect, in which case clause 10.9 applies.

10.8 If you dispute an amount charged or shown on a statement, you must notify us within 60 days of the statement date, and must continue to pay any undisputed portion when due. We will investigate and respond in good faith. This clause does not limit any right you have under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 that cannot be excluded by law.

10.9 On termination of these Terms for any reason, you remain liable for Usage Fees accrued up to the date of termination, and no further Usage Fees accrue after that date. We will issue a final statement for any accrued and unbilled amount and may charge it to your Payment Method. You are not liable for any minimum term fee, cancellation fee, or Usage Fees for any period after termination.

10.10 Usage Fees are non-refundable except as required by law or where we expressly agree otherwise in writing.

10.11 If an amount properly due to us remains unpaid for more than 14 days after it is charged or invoiced, we may charge interest on the overdue amount at 5% per annum above the New Zealand Official Cash Rate, accruing daily from the due date until payment, and may recover our reasonable costs of collection.

10.12 You are responsible for any taxes arising from your use of the Service other than taxes on our income. If you are required to withhold any amount from a payment to us, the amount payable is increased so that we receive the amount we would have received had no withholding been required.

11. Intellectual property and software licence

11.1 We own, or are licensed to use, all Intellectual Property Rights in the Platform and in the Service. Except for the rights expressly granted in clause 4.1 and clause B1, these Terms do not transfer or grant you any right in the Platform.

11.2 You own, or are licensed to use, all Intellectual Property Rights in Your Content, as set out in clause 7.1.

11.3 Where the Service generates a Skill, structure or configuration within your Brain at your direction or from Your Content, that Skill, structure or configuration forms part of Your Content. Where a Skill or capability is part of the Platform and is made generally available to customers, it remains part of the Platform.

11.4 You must not remove or obscure any proprietary notice in the Service, the Software or a Starter Template.

11.5 Your licence to install and run the Software is set out in Schedule B.

11.6 Starter Templates. We grant you a non-exclusive, royalty-free, worldwide licence to copy, modify and use Starter Templates for the purpose of creating, configuring and operating your own Brains. That licence survives termination in respect of Starter Templates you have modified. Once you modify a Starter Template, your modifications are Your Content. Starter Templates are provided as is; clause 15.1 does not apply to them and clause 15.3 does.

11.7 Open source components. The Software and the Starter Templates include third-party open source components licensed under their own terms. Those terms are set out in the notices file accompanying the Software and, to the extent they conflict with these Terms, prevail in relation to the component they cover. Nothing in these Terms restricts any right you have under an open source licence.

11.8 Any other client software we distribute for use with the Service is licensed to you under the licence terms accompanying that software. That licence grants no right in the Cloud Service, the Control Plane or any model.

12. Confidentiality

12.1 Each party must keep the other party's Confidential Information confidential, must use it only for the purposes of these Terms, and must not disclose it except as permitted by clause 12.2.

12.2 A party may disclose the other's Confidential Information:

to its personnel, professional advisers and subcontractors who need to know it for the purposes of these Terms, and who are bound by obligations of confidentiality;
to the extent required by law, a court, or a stock exchange, provided the disclosing party gives as much notice as it reasonably can; or
with the other party's prior written consent.

12.3 The obligations in this clause 12 do not apply to information that is or becomes public knowledge other than through a breach of these Terms, or that a party already held or independently developed without reference to the other's Confidential Information.

12.4 This clause 12 survives termination.

13. Privacy and data protection

13.1 We collect, use, store and disclose personal information in accordance with the Privacy Policy and the Privacy Act 2020.

13.2 Where Your Content includes personal information about individuals, you are responsible for ensuring you have a lawful basis for providing it to us, or for processing it in a Self-Hosted Deployment, and for the processing carried out in providing the Service. As between us, you determine the purposes for which that personal information is processed and, in a Cloud Deployment, we process it on your behalf.

13.3 In a Cloud Deployment, Your Content is stored and processed on global infrastructure, and may be accessed by our personnel and subcontractors. The Privacy Policy sets out further detail, including the third parties to whom personal information may be disclosed.

13.4 In a Self-Hosted Deployment, Your Content remains in the environment you control. We receive only Metering Data (see clause B4) and any material you choose to give us for support. Personal data you send from a Self-Hosted Deployment to a Model Provider does not pass through our systems, and you are the exporter of that data for the purposes of any transfer requirement that applies to it.

13.5 The Data Processing Addendum incorporated under clause 1.8(d) governs our processing of personal information in Your Content. Where you are established in, or your use of the Service involves personal information about individuals in, the European Economic Area or the United Kingdom, the additional transfer mechanism terms in clauses 6.2 and 6.3 of that Addendum apply.

13.6 We will notify you without undue delay, and in any event within the period stated in clause 8.1 of the Data Processing Addendum, if we become aware of a security incident affecting Your Content in systems we control, and will give you the information you reasonably require to meet your own notification obligations.

14. Security

14.1 For a Cloud Deployment, we will maintain the technical and organisational measures set out in Annex 2 of the Data Processing Addendum, and otherwise measures appropriate to the nature of the Service and consistent with good industry practice. Annex 2 is our contractual commitment. Further detail, current certifications and supporting evidence are published on the Trust Centre, some of which may require you to request access.

14.2 For a Self-Hosted Deployment:

we are responsible for the security of the Software as we deliver it, including secure development practices and the timely release of security updates; and
you are responsible for the security of the environment in which you run it, including host and container security, network exposure, access control, secrets management, backup and the application of updates we release. Clause 14.1 and Schedule A do not apply.

14.3 You are responsible for the security of your own systems, credentials, Model Credentials and connected Third-Party Services, and for configuring access to your Brain appropriately.

14.4 We may carry out security testing of the Service. You must not carry out any penetration test, vulnerability scan or similar test of the Cloud Service or the Control Plane without our prior written consent. You may test a Self-Hosted Deployment running within your own environment, provided you do not test the Control Plane and you report any vulnerability you find in accordance with clause 4.2 of the Acceptable Use Policy.

15. Warranties and disclaimers

15.1 We warrant that we will provide the Service with reasonable care and skill, and that the Software will, at the time we release it, substantially conform to the Documentation for that version.

15.2 Each party warrants that it has the right and authority to enter into these Terms.

15.3 Except as expressly set out in these Terms, and to the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis and all warranties, conditions, guarantees and representations, whether express, implied or statutory, are excluded. In particular, we do not warrant that the Service will meet your requirements, that it will be uninterrupted or error free, that AI Outputs will be accurate or fit for any purpose, or that any Model Provider will remain available or behave consistently.

15.4 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified. Where a law implies a term that cannot be excluded but permits us to limit our liability for breach of it, our liability is limited, at our option, to supplying the Service again or paying the cost of having it supplied again.

15.5 You agree that the Consumer Guarantees Act 1993 does not apply to your acquisition of the Service, on the basis of your agreement in clause 1.5 that you acquire it for the purposes of a business. Sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply, and you agree that it is fair and reasonable for the parties to be bound by this clause.

15.6 Clause 15.5 applies only to the extent permitted by the law under which you acquire the Service. Where you acquire the Service in Australia, nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law that cannot lawfully be excluded, and where the Australian Consumer Law permits us to limit our liability, our liability is limited to resupplying the Service or paying the cost of resupply. This applies whether or not a member of the Telos Group is established in Australia.

16. Liability

16.1 Neither party is liable to the other for any loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of business opportunity, or any indirect or consequential loss, however caused.

16.2 Subject to clauses 16.3, 16.4 and 16.5, each party's total aggregate liability to the other under or in connection with these Terms, whether in contract, tort (including negligence), equity, under statute or otherwise, is limited to the greater of:

the total Usage Fees you paid us in the 12 months immediately before the first event giving rise to the liability; and
NZ$5,000.

16.3 Our total aggregate liability for our breach of clause 12 (confidentiality), clause 13 (privacy and data protection) or clause 9.14 (handling of Model Credentials) is limited to the greater of:

three times the total Usage Fees you paid us in the 12 months immediately before the first event giving rise to the liability; and
NZ$50,000.

16.4 The limits in clauses 16.2 and 16.3 do not apply to:

your obligation to pay Usage Fees you have incurred;
a party's liability for fraud, wilful misconduct, or death or personal injury caused by its negligence;
your breach of clause 6.2 (restrictions on use); or
your liability under clause 17.1 (your indemnity).

16.5 Clause 16.1 does not apply to your obligation to pay Usage Fees you have incurred or to your liability under clause 17.1.

16.6 We are not liable for any loss arising from:

your reliance on an AI Output without the review required by clause 9.4;
any Model Provider Charge, or any act, omission, outage, price change, model change, data practice or account decision of a Model Provider;
any act or omission of a Third-Party Service, or your use of one;
your failure to maintain your own copies of Your Content as contemplated by clause 7.7;
the environment in which you run a Self-Hosted Deployment, or your configuration of it; or
any use of the Service that breaches these Terms or the Acceptable Use Policy.

16.7 Each party must take reasonable steps to mitigate its loss. A party must bring any claim under or in connection with these Terms within two years of becoming aware of the circumstances giving rise to it.

16.8 Clauses 16.1 to 16.6 do not limit any liability that cannot be limited by law, and are read subject to clauses 15.4 and 15.6.

17. Indemnities

17.1 You indemnify us against all loss, liability, cost and expense (including reasonable legal costs) we incur arising from any third-party claim relating to:

Your Content, including any claim that it infringes the rights of a person or that we were not authorised to process it;
your breach of clause 6 (your obligations) or the Acceptable Use Policy; or
your use of the Service in breach of law.

17.2 The indemnity in clause 17.1 is reduced proportionately to the extent the loss was caused or contributed to by our breach of these Terms, our negligence or our wilful misconduct, and does not extend to loss we could have avoided by taking reasonable steps to mitigate.

17.3 We indemnify you against all loss, liability, cost and expense finally awarded against you arising from a third-party claim that your use of the Service in accordance with these Terms infringes that third party's Intellectual Property Rights. This indemnity does not apply to AI Outputs (see clause 9.5), to any model or output of a Model Provider, to a Starter Template as modified by you, to any open source component used other than in accordance with its licence, to any modification of the Service not made by us, to your use of the Service in breach of these Terms, or to any claim arising from Your Content or a Third-Party Service.

17.4 An indemnity under this clause 17 is conditional on the indemnified party notifying the indemnifying party promptly of the claim, allowing it to conduct the defence and settlement, and providing reasonable assistance at the indemnifying party's cost. The indemnifying party must not settle a claim in a way that imposes an obligation on the indemnified party without its consent.

17.5 If a claim under clause 17.3 is made or threatened, we may at our option modify the Service so it is no longer infringing, obtain a licence allowing continued use, or terminate these Terms, in which case clause 10.9 applies. Clause 17.3 and this clause 17.5 are your sole remedies for infringement of a third party's Intellectual Property Rights.

18. Suspension

18.1 We may suspend your access to the Service, in whole or in part, immediately on notice if:

we reasonably believe you are in material breach of these Terms or the Acceptable Use Policy;
we reasonably believe suspension is necessary to protect the Service, other customers, any person, or Your Content;
you do not have a valid Payment Method on file, or a payment has failed (see clause 10.6);
we are required to do so by law or by a Third-Party Service; or
we reasonably believe your use is fraudulent or in breach of sanctions or export control laws.

18.2 Suspension may include suspending entitlement in the Control Plane. Because a Self-Hosted Deployment depends on the Control Plane for entitlement (see clause B4), a suspension will prevent a Self-Hosted Deployment from operating, even though the Software and Your Content remain in your environment.

18.3 We will limit any suspension to what is reasonably necessary, and will restore access promptly once the cause is resolved. As the Service is charged on a usage basis, no Usage Fees accrue for a period during which your access is suspended.

19. Term and termination

19.1 These Terms start when you first accept them under clause 1.2 and continue until terminated.

19.2 Either party may terminate these Terms immediately on notice if the other party is in material breach and has not remedied the breach within 20 working days of being notified of it, or if the other party becomes insolvent, is placed in liquidation or receivership, or ceases to carry on business.

19.3 You may terminate these Terms at any time by cancelling your account or by giving us notice. Termination takes effect immediately unless you specify a later date.

19.4 We may terminate these Terms, or your access to the Service, on 30 days' notice to you. If we do, clause 10.9 applies.

19.5 Termination does not affect any right or obligation that accrued before termination. On termination, your right to access and use the Service ends, the licence in clause B1 ends, and clause 10.9 applies to any accrued and unbilled Usage Fees. Any unused Welcome Credit is cancelled and has no cash value.

19.6 Cloud Deployments. You may export Your Content at any time before termination takes effect using the functionality we make available. After termination we will retain Your Content for 30 days, during which you may request a copy in the format we then make available. At the end of that period we will delete Your Content and your Model Credentials, except to the extent we are required by law to retain them or they remain in routine backups until overwritten in the ordinary course. On request we will confirm deletion in writing.

19.7 Self-Hosted Deployments. On termination you must promptly cease using the Software, uninstall and delete all copies of it, and, on request, certify in writing that you have done so. Your Content is unaffected and remains in your environment: we hold nothing to return or delete. You should revoke any Model Credentials configured into the Deployment. Clause 11.6 (Starter Templates as modified by you) survives.

19.8 The following survive termination: clauses 3, 6.2, 6.5, 7.1, 7.3, 7.4, 8, 9.5, 9.8 to 9.12, 10.9 to 10.12, 11, 12, 13, 15.3 to 15.6, 16, 17, 19.5 to 19.8, 21, clause B8, and the AI Terms, Acceptable Use Policy, Privacy Policy and Data Processing Addendum to the extent they are expressed to survive or by their nature are intended to, together with any other clause that by its nature is intended to survive.

20. Force majeure

20.1 Neither party is liable for a failure or delay in performing its obligations to the extent caused by Force Majeure, provided it notifies the other party as soon as practicable and uses reasonable efforts to resume performance.

20.2 If a Force Majeure event continues for more than 30 days, either party may terminate these Terms on notice, and clause 10.9 applies. This clause does not excuse your obligation to pay Usage Fees you have incurred.

21. General

21.1 Notices. Routine notices to us may be sent to support@telosbrain.com. Notices of breach, termination or dispute must be sent to legal@telosbrain.com and to Telos NZ Limited, Level 4, 40 Taranaki Street, Wellington, New Zealand. Notices to you may be sent to the email address on your account or given by prominent notice in the Service. A notice sent by email is treated as received on the next working day after it is sent, unless the sender receives a delivery failure notification.

21.2 Dispute resolution. If a dispute arises, the parties will first try to resolve it by discussion in good faith between representatives with authority to settle it. If it is not resolved within 20 working days, either party may refer it to mediation in Wellington, New Zealand, with the mediator and the mediator's fees to be agreed or, failing agreement, appointed by the Chair of the Arbitrators' and Mediators' Institute of New Zealand. This clause does not prevent either party from seeking urgent interim relief from a court.

21.3 Governing law. These Terms are governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

21.4 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms to a related company or in connection with a sale of our business, on notice to you.

21.5 Subcontracting and Group performance. We may subcontract the performance of any of our obligations, and may have any of them performed by another member of the Telos Group, but we remain responsible to you for performance under these Terms. Where a member of the Telos Group processes personal data in doing so, it does so as our sub-processor under the Data Processing Addendum.

21.6 Entire agreement. These Terms, together with the documents listed in clause 1.8, are the entire agreement between the parties about the Service and supersede all prior discussions, representations and agreements about it. Nothing in this clause limits liability for fraud or for misleading conduct that cannot be excluded by law.

21.7 Independent contract. These Terms are independent of any other agreement between you and any member of the Telos Group, including any Telos Ready services agreement for the design, build or management of a Brain. Neither agreement varies the other, and a breach of one is not a breach of the other.

21.8 No waiver. A failure or delay in exercising a right is not a waiver of it. A waiver must be in writing.

21.9 Severability. If a provision of these Terms is unenforceable, it is severed to the extent necessary and the remaining provisions continue in force.

21.10 No partnership. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.

21.11 No third-party rights. Except as expressly stated, no person other than the parties may enforce these Terms.

21.12 Publicity. Neither party may use the other's name or logo publicly without prior written consent, which may be given by email and may be given generally.

21.13 Language. These Terms are in English. Any translation is for convenience only and the English version prevails.

Schedule A — Cloud Deployment

This Schedule applies where we host and operate a Brain for you. It does not apply to a Self-Hosted Deployment.

A1 Provision. We will provision and operate each Cloud Deployment you create, and make it available through the interfaces described in the Documentation.

A2 Availability and maintenance. We will use reasonable efforts to make the Cloud Service available at all times, but we do not warrant that it will be uninterrupted or error free. The Cloud Service may be unavailable during planned maintenance, and we will use reasonable efforts to give advance notice of planned maintenance likely to cause material disruption. We do not offer a service level commitment under these Terms.

A3 Changes. Clause 4.5 governs changes to the Cloud Service. We deploy updates to the Cloud Service on our own schedule and you are not required to take any action to receive them.

A4 Security. We will maintain the technical and organisational measures set out in Annex 2 of the Data Processing Addendum. Supporting evidence and current certifications are published on the Trust Centre.

A5 Data location. Your Content in a Cloud Deployment is stored and processed in the territories stated in clause 13.3 and in Annex 1 of the Data Processing Addendum.

A6 Backup and export. We take routine backups of the Cloud Service for our own operational continuity. Those backups are not a substitute for your own copies. You may export Your Content at any time using the functionality we make available.

A7 Model Credentials. Clause 9.14 governs our handling of Model Credentials you configure into a Cloud Deployment.

A8 Termination. Clause 19.6 governs retention, export and deletion of Your Content on termination.

Schedule B — Self-Hosted Deployment

This Schedule applies where you install and run the Software on infrastructure you control. It does not apply to a Cloud Deployment.

B1 Licence. Subject to these Terms and to your payment of Usage Fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide licence during the term to:

download, install and copy the Software as reasonably necessary for the purposes below;
run the Software on infrastructure you own, lease or otherwise control, including infrastructure operated for you by a cloud provider under your account; and
use the Software to create and operate Brains for the internal business purposes of you and your related companies.

B2 Restrictions. In addition to clause 6.2, you must not:

distribute, publish, sell, lease, lend or otherwise make the Software available to any third party;
operate the Software as a service bureau, or use it to provide a hosted or managed service to any third party;
run more concurrent instances than your entitlement permits, as stated in the Rate Schedule or the Documentation; or
modify, disable or interfere with any licensing, entitlement, telemetry or metering function of the Software.

B3 Versions and updates. We may release updates, patches and new versions of the Software. You are responsible for deciding when to apply them, except that you must apply any update we designate as a security update within 90 days of release. We support the current release and the one immediately preceding minor releases. A version outside that window is provided as is, clause 15.1 does not apply to it, and we are not obliged to remedy any fault in it.

B4 Control Plane connection and Metering Data. A Self-Hosted Deployment connects to the Control Plane to validate entitlement and to report usage. In doing so it transmits "Metering Data", being:

records of the volume, type and timing of operations performed by the Brain, sufficient for us to calculate Usage Fees;
instance, organisation, entitlement, version and configuration identifiers; and
technical health, error and diagnostic information.

Metering Data does not include Your Content, prompts, retrieved context, AI Outputs, Model Credentials, or the content of any document, message or record in your Brain. You must not tamper with, disable, falsify or obstruct the generation or transmission of Metering Data. If a Self-Hosted Deployment cannot reach the Control Plane for more than 30 consecutive days, it may cease to operate until connectivity is restored.

B5 What we do not do. In a Self-Hosted Deployment we do not host, store, back up, monitor or have access to Your Content, and we do not receive your Model Credentials. Calls from your Brain to a Model Provider are made from your environment directly to that Model Provider and do not pass through our systems. Accordingly:

clause 14.1, Schedule A and Annex 2 of the Data Processing Addendum do not apply;
we are not responsible for availability, performance, capacity, backup, disaster recovery or business continuity;
we cannot detect, investigate or notify you of a security incident occurring in your environment; and
clause 19.6 does not apply, and clause 19.7 applies instead.

B6 Your responsibilities. You are responsible for:

provisioning, securing, patching and operating the host environment and container runtime;
network exposure — the Software binds to a local interface by default, and if you expose a Brain beyond your local machine or private network you are responsible for the authentication, authorisation and network controls applied to it;
securing configuration files containing Model Credentials and other secrets;
backup, retention and recovery of Your Content; and
your own compliance obligations in relation to the data you process, including those in the Data Processing Addendum that apply to you as controller.

B7 Support. We will provide standard product support for supported versions in accordance with clause 4.3. To diagnose a fault we may ask you for logs, configuration or diagnostic output. You decide what to send us. Anything you send us that contains Your Content is subject to clauses 7.2, 7.6 and 12. Do not send us Model Credentials.

B8 On termination. Clause 19.7 applies. This clause B8 and clause 19.7 survive termination.

B9 Entitlement verification. On 30 days' notice, and no more than once in any 12-month period, we may verify your compliance with your entitlement using Metering Data and, if that is insufficient, by asking you to certify the number of instances you operate. We will not require access to your environment or to Your Content.