Terms of Service.

Effective date: March 2026

These terms govern your use of the Overtime platform ("the Service") operated by Suspense Ltd, a company registered in England and Wales (company number 11794853) ("we", "our", "us").

By creating an account, connecting an advertising account, using any feature of the Service, or accessing the platform in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these terms, you must not use the Service.

1. The Service

Overtime provides automated AI marketing agents that assist with the management and optimisation of advertising campaigns on your connected accounts. The Service is an automation tool designed to operate under the supervision of a qualified marketing professional. The Service includes:

• AI agents that execute campaign management tasks on your advertising accounts
• A dashboard for monitoring agent activity, performance, and reports
• Olivia, an AI account manager for questions and change requests
• Audit reports and performance summaries

The Service is provided on a subscription basis. We reserve the right to modify, suspend, or discontinue any part of the Service with reasonable notice.

The Service is a tool, not a substitute for professional marketing expertise. Our AI agents are designed to carry out campaign management work under your supervision. You are responsible for reviewing agent actions, setting appropriate budgets and constraints, and ensuring the Service is used in a manner appropriate for your business. We strongly recommend that a qualified marketing professional oversees all agent activity.

2. Accounts

You must create an account using Google or Microsoft OAuth to use the Service. You are responsible for all activity under your account. You must be at least 18 years old and have the authority to bind your organisation to these terms.

You may invite team members to your account. You are responsible for their actions within the platform.

3. Advertising Account Access and Authorisation

By connecting an advertising account to the Service, you authorise our AI agents to take actions on that account including but not limited to: adjusting bids, pausing and enabling campaigns, adding negative keywords, reallocating budgets, creating and testing ad copy, and modifying targeting settings.

You represent and warrant that you have the legal authority to grant this access and that connecting the account does not violate any agreement with a third party.

You retain full ownership and control of your advertising accounts. You can override any agent action through the dashboard and disconnect accounts at any time.

4. No Guarantee of Results

The Service is provided on an "as is" and "as available" basis. We do not guarantee any specific results, outcomes, or performance improvements from the use of our AI agents.

Advertising performance is inherently variable and depends on factors outside our control, including but not limited to: market conditions, competitor activity, seasonal trends, changes to third-party advertising platforms, audience behaviour, and the quality of your products or services.

You acknowledge and agree that past performance, audit findings, and projected savings are indicative only and do not constitute a guarantee of future results.

You use the Service entirely at your own risk. Our AI agents are automated software tools. They may make decisions that result in increased spend, reduced performance, or other adverse outcomes. It is your sole responsibility to monitor agent activity, set appropriate budget ceilings and constraints, and intervene when necessary. We accept no liability for any financial loss, wasted advertising spend, or adverse business impact arising from the use of our agents.

5. Limitation of Liability — Advertising Spend and Revenue

To the maximum extent permitted by applicable law, we accept no liability whatsoever for:

• Any loss of advertising spend, including spend that is deemed wasted, inefficient, or poorly allocated
• Any loss of revenue, profits, business, contracts, or anticipated savings
• Any increase in cost per acquisition, cost per click, or any other advertising metric
• Any decline in campaign performance, conversion rates, return on ad spend, or any other key performance indicator
• Any actions taken or not taken by our AI agents on your advertising accounts, whether automated or in response to a change request
• Any errors, inaccuracies, or omissions in audit reports, performance summaries, recommendations, or communications from Olivia
• Any loss arising from third-party platform changes, API disruptions, or policy updates by Google, Meta, or any other advertising platform
• Any loss arising from downtime, service interruptions, or delayed agent actions

You accept full responsibility for your advertising accounts and the outcomes of campaigns managed through the Service. It is your responsibility to monitor agent activity via the dashboard and to override or disconnect at any time if you are not satisfied with the actions being taken.

6. General Limitation of Liability

To the maximum extent permitted by law, our total aggregate liability to you for any and all claims arising from or related to the Service, whether in contract, tort (including negligence), strict liability, or otherwise, is limited to the total amount you have paid to us in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of goodwill, or business interruption, regardless of whether we have been advised of the possibility of such damages.

7. AI Agent Disclaimer

Our AI agents are automated software systems that operate based on algorithms and data analysis. They are not human marketing professionals. While they are designed to assist with campaign optimisation, they are tools intended to work under your supervision and may:

• Make decisions that do not produce the desired outcome
• Respond to data signals in ways that are unexpected or suboptimal
• Take actions that, with the benefit of hindsight, were not the best course of action
• Experience delays, errors, or interruptions due to technical issues
• Misinterpret data, apply incorrect optimisation logic, or fail to identify issues that a human expert would recognise
• Take actions that inadvertently increase your advertising costs or reduce campaign effectiveness

You acknowledge and agree that our AI agents are automated tools designed to assist with campaign management under your active supervision. They are not a replacement for qualified marketing expertise. You are expected to regularly review agent actions via the dashboard, set appropriate budget ceilings and approval thresholds, and override or disconnect agent access if you are not satisfied with the actions being taken. We accept no liability whatsoever for any consequences arising from agent actions or inactions, including but not limited to financial loss, wasted spend, or adverse impact on your business.

Olivia, our AI account manager, provides automated responses generated by artificial intelligence. Olivia's responses are informational only, may contain errors, and do not constitute professional marketing, financial, or legal advice.

8. Plans and Pricing

The Service is offered in three subscription tiers: Starter ($299/month), Growth ($599/month), and Scale ($999/month). All plans include a 14-day free trial.

Prices are in US dollars. We may change pricing with 30 days' written notice. Price changes do not apply retroactively to the current billing period.

9. Payment and Billing

Payment is processed by Stripe. By subscribing, you authorise us to charge your payment method on a recurring monthly basis.

Your card will not be charged during the 14-day trial period. You may cancel before the trial ends at no cost.

If a payment fails, we will notify you and may pause agent activity on your accounts until payment is resolved. After 14 days of failed payment, your subscription may be cancelled.

10. Cancellation

You may cancel your subscription at any time from your dashboard. Cancellation takes effect at the end of your current billing period. Upon cancellation:

• Agent activity on your accounts will stop
• Your dashboard and historical data remain accessible for 12 months
• After 12 months, your data will be permanently deleted

We do not offer refunds for partial billing periods.

11. Free Audits

We offer free read-only audits of advertising accounts. By requesting an audit, you grant our agent temporary read-only access to analyse your account. Read-only access means we cannot edit, pause, or change anything on your account during the audit.

Audit reports are delivered by email and are provided for informational purposes only. They do not constitute a guarantee of future performance, and we accept no liability for any decisions made on the basis of audit findings.

12. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose
• Attempt to gain unauthorised access to other users' data or accounts
• Interfere with or disrupt the Service or its infrastructure
• Attempt to reverse-engineer, extract, or manipulate our AI agents or their underlying systems
• Use the Olivia chat interface to attempt prompt injection, system prompt extraction, or any form of AI manipulation
• Resell or redistribute the Service without our written permission

13. Intellectual Property

We own all rights to the Overtime platform, including our AI agents, algorithms, software, branding, and documentation. You retain ownership of your advertising accounts and campaign data.

Reports and analysis generated by the Service are licensed to you for your internal business use only.

14. Indemnification

You agree to indemnify, defend, and hold harmless Suspense Ltd, its directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Your use of the Service
• Your violation of these terms
• Your violation of any third party's rights
• Any actions taken by AI agents on accounts you have connected to the Service
• Any claim by a third party related to your advertising accounts or campaigns

15. Third-Party Services

The Service integrates with third-party platforms including Google Ads, Meta, Stripe, and others. Your use of those platforms is governed by their respective terms. We are not responsible for changes to third-party APIs, policies, or services that may affect the Service.

16. Modifications to Terms

We may update these terms from time to time. We will notify you of material changes via email or through the platform at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated terms.

17. Severability

If any provision of these terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these terms shall otherwise remain in full force and effect.

18. Entire Agreement

These Terms of Service, together with our Privacy Policy, constitute the entire agreement between you and Suspense Ltd regarding your use of the Service, and supersede all prior agreements, communications, and understandings.

19. Governing Law and Jurisdiction

These terms are governed by and construed in accordance with the laws of England and Wales.

Any dispute arising from or in connection with these terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

20. Contact

For questions about these terms, contact us at:

Suspense Ltd
3rd Floor, Paul Street, London, England, EC2A 4NE
Company number: 11794853
Email: hello@overtime.systems