Effective as of 14 August 2025
By accessing and using Totii.ai’s application programming interfaces, software, tools, data, documentation, or website (collectively, “Services”), you expressly agree that you have read and agreed to be bound by the following terms and conditions (the “Terms”) as well as all applicable Australian laws and regulations, and any future updates. You also agree that you are 18 years or older and legally able to enter into a binding contract under Australian law.
Totii.ai is owned and operated by Mr and Mrs Cloud Pty Ltd (ABN 77 613 464 136), an Australian company (“Platform Owner”). The platform is engineered and operated in partnership with Shine Me Pty Limited (ABN 22 688 961 257, ACN 688 961 257), an Australian company specialising in artificial intelligence and cloud solutions (“Technology Partner”).
Throughout these Terms, “Totii”, “we”, “us”, and “our” refer collectively to Mr and Mrs Cloud Pty Ltd and Shine Me Pty Limited, acting in their respective capacities.
Our registered address is 600 Sneydes Road, Werribee, Victoria 3030, Australia.
In these Terms, unless the context requires otherwise:
By accessing or using the Services, you confirm that:
If you do not agree to these Terms, you must not access or use the Services.
These Terms, together with our Privacy Policy, Trust & Safety Policy, and any applicable Enterprise Agreement, constitute the entire agreement between you and Totii regarding access to and use of the Services. They supersede all prior agreements, communications, or understandings on this subject.
Totii.ai is a role-based conversational assistant platform. Customers upload their own knowledge, documents, voice, and style to create a private AI-powered assistant — a “superstar colleague” — that can be spoken to through chat, voice, or a cloned avatar. The platform serves four distinct segments:
The Services include Chat Mode (text-based conversation), Avatar Mode (spoken conversation with a photoreal video avatar), the Brain (private knowledge base), integrations with third-party services, shareable access (URLs and QR codes), conversation summaries, and white-label deployment options.
To access certain Services, you may be required to create an account. You must provide accurate, complete, and current information during registration and keep it updated.
You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account, whether or not authorised by you. You must notify us immediately at [email protected] if you suspect unauthorised access to your account.
If you are a Customer, you may authorise your employees, contractors, and affiliates to use the Services on your behalf, subject to these Terms. You are responsible for their compliance with these Terms.
Many End Users interact with Totii-powered assistants without creating an account — for example, students accessing an educational deployment, or community members using a hub. These End Users are bound by the relevant provisions of these Terms and by any additional terms the deploying Customer has communicated to them.
As between you and Totii, you own all rights in Your Content — including everything you upload to Your Brain, all conversation inputs, and all conversation outputs generated by the Services based on your inputs and your knowledge base. We do not claim ownership of Your Content.
By using the Services and uploading or generating Your Content, you grant us a limited licence to access, host, cache, store, reproduce, process, and display Your Content solely for the purpose of operating, maintaining, and delivering the Services to you. This licence is:
We do not use Your Content — including Your Brain, your conversation inputs, your conversation outputs, or your avatar source material — to train, fine-tune, or improve any artificial intelligence or machine learning model, whether ours or any third party’s. All AI model providers used by Totii are contractually bound by the same restriction. This is a non-negotiable commitment.
You are responsible for Your Content and for ensuring that it does not violate any applicable law, infringe the rights of any third party, or breach these Terms or our Trust & Safety Policy. You represent and warrant that you have all necessary rights, licences, and permissions to upload and use Your Content on the platform.
Conversation outputs are generated by AI based on your inputs and Your Brain. You own the outputs, but you acknowledge that:
The Services — including the Totii.ai name, logo, software, code, interface design, documentation, and all underlying technology — are owned by Totii and protected by Australian and international intellectual property law. These Terms do not transfer any ownership of our intellectual property to you. You may not copy, modify, distribute, reverse-engineer, decompile, or create derivative works from any part of the Services, except as expressly permitted by these Terms or by applicable law.
If you use the Services to create an Avatar of a real person, you must obtain that person’s explicit, written, informed consent before any cloning work begins. The consent must cover the specific use case, scope, and duration of the Avatar deployment. You are solely responsible for obtaining and maintaining valid consent.
We create Avatars only on the instruction of the Customer and only where the Customer confirms that valid consent has been obtained. We will not create an Avatar of any person without the Customer’s written confirmation of consent.
The person depicted in an Avatar retains the right to:
You may not create or use Avatars that:
Any person depicted in an Avatar may request removal by emailing [email protected]. We will action removal requests within 5 business days.
While you are alive, you have full control over your Individual account — including adding, editing, and deleting content, managing privacy tiers (Public, Family, Inner Circle, Secret), inviting and removing recipients, and deleting the account entirely.
You may configure Legacy Mode instructions in your account settings. These instructions govern what happens to your account after your death, including which content remains accessible, which is sealed or destroyed, and who is authorised to manage the account as your designated executor.
We verify evidence of death (such as a death certificate) before engaging Legacy Mode. We do not act on the request of any person unless they are the designated executor you have nominated.
Your Individual account remains active for as long as it is funded and in good standing. In Legacy Mode, the account continues in accordance with your instructions and the applicable subscription or payment arrangement.
You may delete your Individual account at any time. On deletion, all content, voice models, and avatar data are destroyed within 30 days, except where we are required by law to retain a limited record.
Our handling of personal information is governed by our Privacy Policy, which forms part of these Terms. By using the Services, you acknowledge and agree to the collection, use, and disclosure practices described in the Privacy Policy.
In its default Australian configuration, all customer data is hosted within Australian data centres. Where a Customer requires a different deployment region, data is hosted in the region the Customer specifies. Data residency details are set out in our Privacy Policy and, where applicable, in the Customer’s Enterprise Agreement.
As stated in Section 5.3, we do not use Your Content to train AI models. All AI model providers are contractually bound by the same restriction.
Where you are an enterprise, small business, or community Customer, we act as a data processor on your behalf. You are the data controller and are responsible for your own obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Where applicable, our data processing is governed by a Data Processing Agreement, which is available on request and forms part of any Enterprise Agreement.
We use a limited number of sub-processors to deliver the Services, including cloud infrastructure providers, AI model providers, and our avatar-rendering partner. A current list of sub-processors is available on request. We ensure all sub-processors are bound by confidentiality and security obligations equivalent to those in these Terms.
Totii supports integrations with third-party services (such as Google Drive, Salesforce, HubSpot, Jira, Calendly, and others) to bring your existing knowledge into Your Brain. You acknowledge and agree that:
You must use the Services in accordance with these Terms, our Trust & Safety Policy, and all applicable Australian laws and regulations. Without limiting the foregoing, you must not:
We reserve the right to suspend or terminate your access if you violate these provisions.
Access to certain Services requires a paid subscription. By subscribing, you agree to pay the recurring charges associated with your chosen plan. Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date.
You authorise us to charge your nominated payment method for all fees due under your subscription. You represent that you have the right to use the payment method you provide. All fees are quoted in Australian dollars unless otherwise stated.
We may change subscription prices by providing you with at least 30 days’ written notice (by email or in-platform notification). Price changes take effect at the start of your next billing period after the notice period. If you do not agree to the new price, you may cancel your subscription before the next billing period begins.
You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. You will continue to have access to the Services until the end of the period you have already paid for. We do not provide refunds for unused portions of a billing period, except where required by the Australian Consumer Law.
If your usage exceeds the volume included in your subscription plan, we will charge overage fees at the rates indicated on our pricing page or in your Enterprise Agreement. We will notify you when you are approaching your usage limit.
Enterprise Customers may enter into a separate Enterprise Agreement with Totii that supplements or modifies these Terms. Where an Enterprise Agreement conflicts with these Terms, the Enterprise Agreement prevails to the extent of the inconsistency.
11.7. Taxes
All fees are exclusive of applicable taxes (including GST) unless otherwise stated. You are responsible for paying any applicable taxes in connection with your use of the Services.
Each party will protect the other’s Confidential Information with reasonable care, at least as protective as it uses for its own confidential information. Confidential Information may only be used for the purposes of performing obligations or exercising rights under these Terms.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party before disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction.
If required by law, regulation, or court order to disclose Confidential Information, you will provide us with reasonable prior written notice (where legally permitted) and cooperate with us to limit the scope of such disclosure.
If you deploy Totii in any setting where children or young people (under 18) may interact with the platform — including educational institutions, community programs, and family legacy accounts — you must:
If you deploy Totii in settings involving elderly users, people with disabilities, people in crisis situations, or other vulnerable groups, you must:
Where you deploy Totii under your own branding (white-label), you are responsible for:
Where Totii is deployed by or in partnership with a research organisation, university, or educational institution, the following additional terms apply:
To the maximum extent permitted by applicable law, including the Australian Consumer Law:
Nothing in these Terms excludes, restricts, or modifies any rights or remedies you may have under the Australian Consumer Law that cannot be excluded, restricted, or modified by agreement. If the Australian Consumer Law applies to you, our liability for breach of a consumer guarantee is limited (at our option) to supplying the Services again or paying the cost of having the Services supplied again.
To the maximum extent permitted by applicable law:
These limitations apply to the maximum extent permitted by the Australian Consumer Law and other applicable law. They do not limit our liability for fraud, wilful misconduct, or any other liability that cannot be excluded by law.
You agree to indemnify and hold harmless Totii, its officers, employees, contractors, and partners from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:
These Terms take effect when you first access the Services and remain in effect until terminated by either party.
You may terminate these Terms at any time by cancelling your subscription (if applicable) and ceasing to use the Services. You may delete your account through your account settings.
We may suspend or terminate your access to the Services immediately and without notice if:
Where practicable, we will provide notice before termination and give you an opportunity to remedy the breach, unless the breach is serious or poses an immediate risk.
On termination:
Enterprise Customers and Customers under an Enterprise Agreement may request a copy of their data in a standard, machine-readable format within 30 days of termination. We will comply with such requests within a reasonable timeframe.
If you believe that your intellectual property rights have been infringed by content on the Services, please send a written notice to:
Copyright Agent
Shine Me Pty Limited
600 Sneydes Road, Werribee VIC 3030, Australia
Email: [email protected]
Subject: Copyright Complaint
Your notice should include:
We may remove content alleged to be infringing and may terminate the accounts of repeat infringers.
Before initiating formal proceedings, you agree to try to resolve any dispute informally by sending us a written notice at [email protected] describing the dispute, the relief you seek, and your contact information. We will attempt to resolve the dispute within 60 days.
If the dispute is not resolved informally within 60 days, either party may commence proceedings in a court of competent jurisdiction in Victoria, Australia.
Enterprise Customers may agree to alternative dispute-resolution mechanisms (such as mediation or arbitration) as part of their Enterprise Agreement.
These Terms are governed by the laws of the State of Victoria, Australia. Each party submits to the exclusive jurisdiction of the courts of Victoria, Australia, for any dispute arising from or in connection with these Terms
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, restructure, or sale of all or substantially all of our assets, or to any affiliate as part of a corporate reorganisation. Any assignment in breach of this section is void.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed and the remaining provisions will continue in full force and effect.
A failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or of the party’s right to enforce it in the future. A waiver is only effective if it is in writing and signed by the waiving party.
Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship between you and Totii. Neither party has the authority to bind the other.
We welcome feedback, suggestions, and ideas about the Services. If you provide feedback to us, you agree that we may use it freely to improve the Services without any obligation or compensation to you. Providing feedback does not create any intellectual property rights in the Services on your part.
If you are an Australian consumer, you have rights under the Australian Consumer Law that cannot be excluded, restricted, or modified by these Terms. Nothing in these Terms is intended to exclude, restrict, or modify those rights.
If you have a complaint about the Services that we are unable to resolve, you may contact the Australian Competition and Consumer Commission (ACCC):
We may modify these Terms from time to time. When we make a material change, we will:
Your continued use of the Services after the effective date of the modified Terms constitutes your acceptance of the changes. If you do not agree, you must stop using the Services. No modification applies retroactively to any dispute that arose before the change.