Billing Terms

These Billing Terms provide additional terms for paid usage, prepaid credits, AI employee runtime quotes, after-hours usage, model overages, and other billable services provided by LAIW PTY LTD (ACN:667737251) or our affiliates ("Odella", "we", "our" or "us"). These terms are incorporated into, and form part of, our Terms of Use. If these Billing Terms conflict with the Terms of Use, these Billing Terms apply to billing, usage, credits, quotes, and commercial charging matters.

1. Definitions

1.1. "Account" means the personal account, organization account, workspace, or billing account through which you access or use the Services.

1.2. "AI Employee" means an AI agent, AI employee, workflow-backed employee, or similar hosted automation configured, deployed, or operated through the Services.

1.3. "Credits" means prepaid account value purchased from Odella or otherwise made available by Odella that may be applied against eligible billable usage. Credits are not money, stored value, a deposit account, or a right to receive cash.

1.4. "Quote" means a pricing quote, estimate, displayed rate, catalog rate, runtime quote, or other commercial description generated or displayed by the Services for an AI Employee, model, workflow, channel, integration, or other billable usage.

1.5. "Scheduled Labor" means realized time during which an AI Employee is active, started, available, or operating within its configured operating schedule, as measured by Odella's systems.

1.6. "After-Hours Usage" means work, responses, execution, or availability by an AI Employee outside its configured operating schedule, including where after-hours behavior is configured to auto-respond, perform live work, or otherwise handle requests immediately.

1.7. "Model Overage" means model, token, inference, tool, or similar AI usage that exceeds any included model reserve, included allowance, quote allowance, or other usage allowance applicable to the relevant AI Employee or billing period.

1.8. "Usage Charges" means all fees, deductions, charges, overages, pass-through costs, taxes, and other amounts arising from or relating to use of the Services, including AI Employee runtime charges, Scheduled Labor, After-Hours Usage, Model Overage, paid communication channels, sandbox compute, search, workflow execution, integrations, and third party services.

1.9. "Billing Terms" means these terms and conditions.

1.10. "You" and "your" means the person or entity using the Services or responsible for the relevant Account.

2. No Fixed Plan Entitlement

2.1. Odella may offer prepaid credits, usage-based pricing, quotes, account limits, enterprise arrangements, promotional allowances, or other commercial programs from time to time. Unless expressly agreed in writing, purchasing Credits or receiving a Quote does not create a fixed plan entitlement, committed capacity, guaranteed availability, guaranteed throughput, or right to use the Services without further Usage Charges.

2.2. Any historical references to a "plan", "plan fee", "included requests", or similar language are superseded by these Billing Terms for current usage-based AI Employee pricing and billing.

2.3. We may add, remove, suspend, restrict, or modify available pricing programs, credit packages, usage meters, catalog rates, quote logic, and billing methods at any time in accordance with the Terms of Use.

3. Credits, Funding, and Auto-Recharge

3.1. The Services may operate on a prepaid credit basis. Billable usage may deduct Credits from your Account rather than being invoiced separately at the time of each usage event.

3.2. Credits are non-transferable, non-refundable, not redeemable for cash, and may be applied only to eligible Odella Usage Charges, except where a refund or transfer is required by applicable law or expressly agreed by Odella in writing.

3.3. If your Account balance is insufficient, negative, unpaid, disputed, subject to failed payment, or otherwise not in good standing, we may suspend, limit, throttle, stop, or terminate access to paid features, AI Employees, workflows, model usage, integrations, or other Services.

3.4. If you enable auto-recharge or a similar funding feature, you authorize Odella and our payment processors to charge your payment method to purchase additional Credits when applicable thresholds or conditions are met. Auto-recharge is a credit funding mechanism only. It does not reserve capacity, guarantee a full hour of usage, or prevent additional Usage Charges.

3.5. You are responsible for monitoring your Account balance, payment method, usage, settings, and auto-recharge configuration.

4. Quotes and Pricing Estimates

4.1. Quotes are estimates or rate snapshots based on the information available when the Quote is generated, including selected model, machine size, operating hours, service state, catalog rates, runtime configuration, marketplace pricing, and applicable usage policies.

4.2. Unless expressly stated in a signed written agreement, Quotes are not binding fixed-price commitments, do not include all possible taxes or third party charges, and may change if configuration, usage, catalog rates, provider costs, models, machine size, operating hours, after-hours behavior, marketplace rates, or applicable law changes.

4.3. Odella may use the Quote or rate snapshot active during the relevant service window to calculate, audit, settle, and reconcile Usage Charges. We may retain pricing snapshots and related metadata for billing, tax, audit, dispute, compliance, and reporting purposes.

4.4. We may correct pricing errors, display errors, catalog errors, calculation errors, quote errors, and billing mistakes, even if a Quote was previously displayed, an invoice was issued, or Credits were deducted.

5. AI Employee Runtime Pricing

5.1. AI Employee pricing may be based on selected machine size, selected default model, operating hours, service state, active or stopped status, marketplace or creator pricing, included model reserve, runtime policy, and other configuration or catalog factors.

5.2. An hourly AI Employee rate may include reserved sandbox capacity, baseline runtime availability during paid scheduled operation, included model reserve, platform overhead, queue or capacity entitlements, orchestration, logging, and associated runtime features.

5.3. Unless otherwise stated in the applicable Quote or written agreement, an AI Employee hourly rate does not include all possible Model Overage, paid communication channels, telecom charges, third party API charges, premium integrations, additional sandbox compute, taxes, or other separately metered Usage Charges.

5.4. Odella may impose minimum safe rates, commercial floors, rate limits, concurrency limits, queue limits, active turn limits, model throughput limits, or other usage controls to protect the Services, manage cost, and preserve service quality.

6. Scheduled Labor

6.1. Scheduled Labor is billed based on realized usage measured by Odella's systems. Configuring future operating hours alone does not necessarily mean all future hours have been billed; billing depends on realized time, service state, applicable Quote, and applicable settlement rules.

6.2. Scheduled Labor may be pro-rated by time interval, including by minute or other unit determined by Odella, unless the applicable Quote or written agreement states otherwise.

6.3. If an AI Employee is stopped, disabled, suspended, or otherwise not active, Scheduled Labor billing may stop or be reduced according to Odella's measurement and settlement rules. If an AI Employee or its configuration changes during a period, charges may be calculated using the applicable Quote, rate, and configuration in effect during each relevant interval.

7. After-Hours Usage

7.1. After-Hours Usage may be billed at an overtime, premium, or multiplier rate. Unless a different rate is shown in the applicable Quote or agreed in writing, live after-hours work is billed at 1.5x the applicable effective hourly rate.

7.2. After-Hours Usage may be billed in started blocks or minimum increments. Unless a different increment is shown in the applicable Quote or agreed in writing, After-Hours Usage may be billed in started 30-minute blocks, meaning any part of a block may be charged as a full block.

7.3. If after-hours behavior is configured to reject requests, there may be no After-Hours Usage charge for rejected requests. If after-hours behavior is configured to queue requests, labor charges may apply when queued work is later performed. If after-hours behavior is configured to auto-respond or perform live work immediately, After-Hours Usage charges may apply.

7.4. You are responsible for configuring operating hours, time zones, after-hours behavior, routing rules, and AI Employee availability settings. We are not responsible for unexpected Usage Charges caused by your configuration, integrations, automations, or end-user activity.

8. Model Reserve and Model Overage

8.1. Some AI Employee Quotes may include a model reserve, token allowance, cost allowance, or similar included usage amount for a period or paid hour. Included reserves are commercial allowances only and do not guarantee uninterrupted service, fixed model availability, or unlimited usage.

8.2. If actual model, inference, token, tool, or provider costs exceed the included reserve or allowance, Odella may charge Model Overage on a pay-as-you-go basis using applicable catalog rates, provider rates, markup, or other pricing shown in the Services or agreed in writing.

8.3. Unless Odella chooses to block, throttle, or limit usage, exceeding an included reserve may result in additional Usage Charges rather than service interruption.

8.4. Model prices and provider costs may change. We may update model pricing, available models, model routing, included reserves, overage rates, and related policies at any time in accordance with the Terms of Use.

9. Other Usage Charges and Pass-Through Costs

9.1. We may charge separately for paid communication channels, phone numbers, SMS, WhatsApp, voice, transcription, text-to-speech, email delivery, search, sandbox compute, workflow execution, storage, data transfer, premium integrations, third party APIs, marketplace resources, creator markups, taxes, and similar items.

9.2. Third party costs may be passed through to you with or without markup. These costs may vary by country, provider, usage volume, regulatory requirement, and provider pricing.

9.3. You are responsible for all usage generated by your Account, users, AI Employees, workflows, integrations, credentials, API keys, automations, and end users, whether or not the usage was intended by you.

10. Marketplace and Creator Pricing

10.1. Marketplace resources, creator-published AI Employees, templates, workflows, or other resources may include creator or marketplace pricing above Odella's platform base rate or minimum safe rate.

10.2. If you use a marketplace resource, you authorize Odella to charge the applicable marketplace rate, creator markup, or related Usage Charges. Odella may share revenue, payouts, or usage reporting with the relevant creator or marketplace participant, subject to applicable agreements and privacy requirements.

10.3. Marketplace rates may change. Continued use after a rate change may result in charges at the updated rate.

11. Taxes, Currency, and Payment Processing

11.1. Unless otherwise stated, prices exclude taxes, duties, levies, assessments, and similar governmental charges. You are responsible for all applicable taxes except taxes based on Odella's net income.

11.2. Prices may be displayed or charged in different currencies. Currency conversions, exchange rates, payment processor fees, bank fees, and foreign transaction charges may apply.

11.3. Payments are processed by third party payment processors and are subject to their terms. We are not responsible for payment processor, card issuer, bank, or financial institution fees or delays.

12. Usage Records and Disputes

12.1. Odella's usage records, billing ledger, metering records, quote snapshots, settlement records, and system logs are the authoritative basis for calculating Usage Charges, except in the case of manifest error.

12.2. You must review invoices, ledger entries, usage exports, and account statements promptly. To dispute a Usage Charge, you must contact support@odella.ai within thirty (30) days after the charge, invoice, or ledger entry is made available. If you do not dispute a charge within that period, the charge is deemed accepted to the maximum extent permitted by law.

12.3. Disputing a charge does not relieve you of the obligation to pay undisputed amounts or maintain sufficient Credits. We may suspend or limit Services for unpaid, negative, or disputed balances where permitted by law and the Terms of Use.

13. Changes to These Terms

13.1. We may amend these Billing Terms from time to time in accordance with the Terms of Use.

13.2. Your continued use of the Services after an update becomes effective means you accept the updated Billing Terms.

Changelog

• 2026-05-07: Replaced legacy plan/request terms with usage-based AI Employee, quote, credit, scheduled labor, after-hours, model overage, marketplace, and pass-through billing terms
• 2025-01-02: Initial release