Terms & conditions.

Last updated · 15 October 2026 Version · 1.1 Governing law · Queensland, Australia

01 · Introduction

These Terms and Conditions (Terms) govern your access to and use of the website at zeroth.au and any services provided by Zeroth Group Pty Ltd ABN 81 665 998 443 trading as Zeroth Group ("Zeroth", "we", "us", "our").

By accessing the website or engaging us to provide services, you agree to be bound by these Terms. If you do not agree, do not use the website or engage us.

Specific engagements are governed by an Engagement Letter signed by both parties (sometimes called a statement of work): the diagnostic engagement for the Systems Diagnostic, and a delivery engagement for a build. If there is any inconsistency between these Terms and an Engagement Letter, the Engagement Letter prevails to the extent of the inconsistency.

Plain-English summary We deliver fixed-fee agent engagements. You own the code we ship to your repo. We own our pre-existing platform and tools. Our liability is limited to what we charged you in the prior 12 months, except for things the law says we can't limit (like the Australian Consumer Law guarantees).

02 · Definitions

  • "Confidential Information" means any non-public information disclosed by one party to the other in connection with the Services, whether marked confidential or not, that a reasonable person would treat as confidential.
  • "Client Materials" means data, content, credentials, and materials you provide or make available to us.
  • "Deliverables" means the agent code, configuration, documentation, and other artefacts produced for you under an Engagement Letter.
  • "Zeroth Platform" means the software, infrastructure, and methodology developed by Zeroth, including the agent dispatch and tracing platform.
  • "Services" means the consulting, design, build, and operate services described on our website or in an Engagement Letter.

03 · Services

We offer our Services as two products, sold in sequence, with the Systems Diagnostic price published on our pricing page:

  1. Diagnose: a fixed-fee audit of how your business operates, concluding in the Diagnostics Report and the Diagnostics Review.
  2. Deliver: the build and deployment of the items you choose from your Diagnostics Report, under a delivery engagement signed at or after the Diagnostics Review. Where the delivery engagement includes the Business OS install, its deployment forms part of Deliver.
  3. Evolve: an optional monthly service, quoted at the Diagnostics Review against your delivery engagement, to operate, monitor, and improve the deployed system and to build further items from your Diagnostics Report.

Diagnose is covered by its own fixed fee, payable at booking, as stated in the diagnostic engagement. The prices in the Diagnostics Report are estimates. Deliver is covered by the fees stated in the delivery engagement, which fixes the scope and the fees, including a fixed installation fee where the Business OS install forms part of it, payable on signing, either in full or in monthly instalments as described in clause 4. The diagnostic fee and the Business OS installation fee are set by team size (the number of people who will use the Deliverables day to day) as stated in the relevant Engagement Letter, with the diagnostic price published on our pricing page. Evolve is quoted separately, on the work it covers, and billed monthly in advance from deployment.

The specific scope, deliverables, fees, and timeline of an engagement are set out in the relevant Engagement Letter.

The detail of each item in a delivery engagement is agreed at the Design Review and recorded in the Design-Lock, which both parties sign. Defects are measured against the Design-Lock. A change you request after it is signed is quoted, and agreed in writing before work on it starts.

If an item in a delivery engagement cannot be built as described for a reason outside our reasonable control, such as a third-party system that does not permit it, we will tell you in writing. At your choice, we will either replace it with another item from your Diagnostics Report of similar price, or remove it and refund or credit the fee for that item.

04 · Engagement, fees, and payment

Engagement Letter

An engagement begins when both parties sign an Engagement Letter (a diagnostic engagement or a delivery engagement). The Engagement Letter specifies scope, deliverables, fees, milestones, and timing.

Fees

Fees are stated in Australian Dollars (AUD) and are exclusive of GST unless stated otherwise. GST will be added at the prevailing rate where applicable.

Invoicing and payment

Unless otherwise stated in the Engagement Letter, we invoice on milestone completion. Invoices are payable within 14 days of issue. Late payments may attract interest at 1.5% per month, calculated daily.

Expenses

Reasonable, pre-approved out-of-pocket expenses (e.g. travel) are billable at cost.

Pass-through costs

Third-party platform costs incurred on your behalf (e.g. model usage via OpenRouter or Anthropic, infrastructure hosting, scrape API credits) are billed at cost with no margin, unless otherwise agreed.

The Systems Diagnostic timeline

The Systems Diagnostic runs for ten business days, from the workshop to the Diagnostics Review. Every date in that period is agreed at the onboarding session, before the period begins. If you move an agreed date, or a person you nominated is not available on an agreed date, the ten-business-day period pauses until the rescheduled date.

Delivery engagements and the Diagnostics Review

No fees for Deliver are invoiced unless and until you sign a delivery engagement. At the Diagnostics Review you review your Diagnostics Report, and at or after it you either sign a delivery engagement for the items you choose, invoiced on signing in full or as the first instalment of a monthly payment plan, or decline to proceed. If you decline, no Deliver fees are ever invoiced, the engagement ends with the Systems Diagnostic delivered and paid in full, and you retain the Diagnostics Report for your own use. Zeroth retains all Zeroth Background IP, methodology, and design patterns.

For clarity: this is a decision point, not a refund mechanism. Fees paid are not refundable. No other guarantee, warranty of outcome, or refund entitlement applies to the Services, except for any rights you have under the Australian Consumer Law that cannot lawfully be excluded.

Paying for a build monthly

A delivery engagement may be paid in full on signing or monthly. If it is paid monthly, the share invoiced on signing, the number of monthly instalments and the amount of each are set out in the delivery engagement. A build paid monthly includes an Evolve plan for the same term. If the delivery engagement or that Evolve plan ends before the term is complete, for any reason other than our material breach, the unpaid balance of the build fees falls due on the date it ends.

Evolve

Evolve is optional. It runs month to month and either party may end it on 30 days' written notice, except where it forms part of a build paid monthly, in which case it runs for that payment term. If you do not take Evolve, or it ends, we hand over the deployed system on your own accounts.

05 · Client obligations

To enable us to deliver the Services, you agree to:

  • Provide timely access to the people, systems, data, and decisions required.
  • Provide credentials and authorisation for any third-party systems we are asked to integrate with, and ensure you have the right to grant such access.
  • Provide accurate and complete information.
  • Nominate a decision-maker with sufficient authority to keep the engagement moving.
  • Comply with applicable laws and your own internal policies.

Delays caused by you or your representatives may shift the timeline and milestone dates by an equivalent period.

06 · Intellectual property

Deliverables

On payment of all fees due under an Engagement Letter, we assign to you all intellectual property rights in the Deliverables, excluding any Zeroth Background IP incorporated into them. The Deliverables (including the agent directive, the per-engagement tool implementations, and configuration files) are committed to a repository you control.

Zeroth Background IP

The Zeroth Platform, the Zeroth dispatch and tracing infrastructure, generic tool libraries, our methodology, templates, accelerators, and any pre-existing materials we use to deliver the Services (collectively, Zeroth Background IP) remain our property. We grant you a perpetual, non-exclusive, royalty-free, non-transferable licence to use Zeroth Background IP solely to the extent it is embedded in the Deliverables and required for you to use them.

Client Materials

You retain all intellectual property rights in Client Materials. You grant us a non-exclusive licence to use them for the purpose of providing the Services.

Aggregate insights

We may use aggregated, de-identified data and learnings (with all Confidential Information removed) to improve our Services. We will not use any data in a form that identifies you or your customers without your consent.

07 · Confidentiality

Each party agrees to keep the other's Confidential Information confidential and to use it only for the purpose of performing or receiving the Services. The receiving party must apply at least the same standard of care it applies to its own confidential information of like importance, and in any event no less than reasonable care.

Confidentiality obligations do not apply to information that:

  • is or becomes public knowledge other than by breach of these Terms;
  • is rightfully received from a third party without restriction;
  • is independently developed without use of the other party's Confidential Information; or
  • is required to be disclosed by law or by a regulator, provided the disclosing party gives prompt notice where lawful.

08 · Privacy and data

Our handling of personal information is governed by our Privacy Policy. By engaging us, you acknowledge that we may collect, use, and disclose personal information as described there.

Where you provide credentials for third-party systems, we encrypt them at rest using envelope encryption and only decrypt them at tool-call time to perform the actions you have authorised. We do not use your data to train general-purpose models.

09 · Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law (ACL) (Schedule 2 of that Act), or any equivalent state or territory legislation, where such exclusion would be void.

To the extent these Terms purport to limit our liability, that limitation applies only to the maximum extent permitted by law.

Where the ACL applies and our liability cannot be excluded but can be limited, our liability for a failure to comply with a consumer guarantee is limited (at our election) to: re-supplying the relevant services; or paying the cost of having the services re-supplied.

10 · Warranties

We warrant that we will perform the Services with reasonable care and skill consistent with prevailing industry standards.

Subject to clause 9 (Australian Consumer Law) and to the maximum extent permitted by law, we exclude all other warranties, representations, and conditions, whether express or implied, including any warranty of fitness for a particular purpose, merchantability, or non-infringement.

You acknowledge that agentic software can produce errors or unexpected outputs. We will use reasonable efforts (including evaluations, tracing, and monitoring) to detect and correct material errors during the engagement and during any active Evolve plan.

11 · Limitation of liability

Subject to clause 9 (Australian Consumer Law), and to the maximum extent permitted by law:

  • Neither party is liable to the other for any indirect, incidental, special, consequential, or punitive loss, including loss of profits, revenue, business, goodwill, data, or anticipated savings.
  • Our total aggregate liability for all claims arising out of or in connection with these Terms or any Engagement Letter is limited to the total fees actually paid by you to us under the relevant Engagement Letter in the twelve (12) months immediately preceding the event giving rise to the claim.

12 · Indemnity

You indemnify us against losses we suffer or incur arising from:

  • your breach of these Terms or an Engagement Letter;
  • your provision of Client Materials that infringe a third party's rights; or
  • your use of the Deliverables in a way that breaches applicable law,

except to the extent caused by our negligence or breach of these Terms.

13 · Term and termination

These Terms apply for as long as you use our website or engage us under an Engagement Letter.

Either party may terminate an Engagement Letter:

  • for convenience, on 30 days' written notice (with fees payable for work performed up to termination, plus any non-cancellable third-party commitments);
  • immediately on written notice if the other party commits a material breach and fails to remedy it within 14 days of written request to do so; or
  • immediately on written notice if the other party becomes insolvent or enters external administration.

On termination, you must pay all fees payable up to the termination date, including any unpaid balance of build fees that falls due under clause 4 (Paying for a build monthly). Clauses concerning IP, Confidentiality, Liability, Indemnity, and Governing Law survive termination.

14 · Force majeure

Neither party is liable for any failure or delay in performance to the extent it is caused by an event beyond its reasonable control, including natural disasters, acts of government, industrial action, war, civil unrest, pandemics, or major failure of internet or cloud infrastructure not within that party's reasonable control. The affected party must promptly notify the other and use reasonable efforts to mitigate the impact.

15 · Dispute resolution

If a dispute arises out of or in connection with these Terms or an Engagement Letter, the parties must first attempt to resolve it in good faith by direct negotiation between authorised representatives within 14 days of written notice of the dispute.

If the dispute is not resolved, the parties must attempt mediation through a mediator agreed between them or, failing agreement, appointed by the Resolution Institute. Each party bears its own costs and the parties share the mediator's fees equally.

This clause does not prevent a party from seeking urgent interlocutory relief from a court.

16 · Governing law and jurisdiction

These Terms are governed by the laws of Queensland, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that State or Territory and the courts competent to hear appeals from them.

17 · General

Entire agreement

These Terms together with any Engagement Letter constitute the entire agreement between the parties on the subject matter and supersede all prior agreements.

Severability

If any provision is held to be invalid or unenforceable, the remaining provisions remain in force.

Waiver

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

Assignment

Neither party may assign its rights or obligations without the other party's prior written consent, except that either party may assign to a related entity or to a purchaser of substantially all of its business or assets.

Subcontracting

We may use subcontractors to perform the Services. We remain responsible for their acts and omissions as if they were our own.

Notices

Notices must be in writing and sent to info@zeroth.au (to us) or to your nominated contact (to you).

Updates

We may update these Terms from time to time by posting a revised version on our website. The current version is always available at zeroth.au/terms.html. Continued use of the website or our Services after an update constitutes acceptance of the revised Terms.

18 · Contact