If your contact centre, help desk or onboarding flow runs a Soul Machines avatar, your vendor has changed hands twice this year, and neither handover required your signature. Control passed to KPMG receivers in February, and now to AppDirect. Soul Machines' published terms let it assign your contract to a buyer of substantially all its assets without asking you, keep ownership of the avatar you built in its studio, and destroy your data 30 days after the contract ends. Treat the AppDirect deal as a new vendor relationship: get new paper that names the new counterparty, settles who owns the avatar, and says where your conversation data goes.
AppDirect announced the acquisition on September 28, the day before its Thrive conference opens in Los Angeles. Financial terms were not disclosed. Neither AppDirect's release nor Soul Machines' own announcement mentions the receivership, and neither says what happens to existing customer contracts beyond access to "new integrations" and AppDirect's distribution.
What Did AppDirect Actually Buy?
AppDirect bought an avatar platform that had already lost most of its people, its founders and its marquee customers. Soul Machines, an Auckland company spun out of the University of Auckland in 2016, raised about US$135 million (roughly NZ$225 million) across six rounds from backers including Horizons Ventures, Salesforce Ventures and Temasek. Its UK accounts to March 2023 showed $12.3 million in cash against $38.1 million of net outflows for the year.
Headcount fell from 253 in July 2023 to 70 a year later, and to 45 just before receivership. Co-founder and CEO Greg Cross left in September 2023; co-founder Mark Sagar stepped down as a director in June 2024. The customer list thinned the same way: ANZ retired its avatar "Jamie" in early 2022, and Air New Zealand dropped "Sophie" for an in-house assistant. Mercedes-Benz also discontinued the technology.
On 5 February 2026, KPMG's Leon Bowker and Luke Norman were appointed receivers over all of Soul Machines Limited's present and future assets, under a general security deed held by Bartok International as security trustee for convertible noteholders. Bartok is also the company's largest shareholder, at 28%. A receivership is a creditor-controlled process: the receivers' job is to recover value for the secured lender, not to protect customers' service levels.
AppDirect's plan, per its release, is to run Soul Machines as a standalone business in its portfolio and embed its avatars in Devs.ai, the AppDirect platform its advisors and customers use to launch branded AI apps. The target uses it lists are customer support, self-service, learning and development, onboarding, employee help desks and digital commerce.
Does Your Soul Machines Contract Survive the Sale?
Probably yes — and that is the problem, because you did not get to decide. Clause 8.2 of Soul Machines' published Terms & Conditions bars assignment without consent, except that either party may assign "in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets." An asset sale out of receivership fits that carve-out. Your contract can move to the buyer without a new signature from you.
Receivership adds a second layer. Under New Zealand law, pre-existing contracts are not automatically terminated when receivers are appointed; the receiver can choose to continue or repudiate them, and "a receiver is not normally personally liable for pre-receivership contracts." Between February and now, your service commitments were only as good as the receivers' decision to keep performing them.
Check which entity your order form names. The same terms apply California law and San Francisco courts by default, and New Zealand law where the contracting entity is Soul Machines Limited. The receivership notice covers Soul Machines Limited. Neither announcement says whether AppDirect bought shares or assets, or which entities.
The liability cap in clause 5.2.2 is the fees you paid in the prior 12 months. If the old counterparty is an empty shell after the sale, that cap may be worth nothing in practice.
Who Owns the Avatar You Built?
Under the standard terms, Soul Machines does — and you must delete it when you leave. Clause 3.1 keeps "all rights, title and interest" in the "Soul Machines Work" with Soul Machines, its affiliates and licensors, and that definition includes Digital People and Custom Avatars. Customer Data stays yours, but on termination clause 7.4 requires you to delete Digital People and Custom Avatars and certify that you did. Soul Machines may then destroy your Customer Data; you have 30 days to request the most recent backup.
A branded avatar is a brand asset. A bank that spent a year tuning a face, a voice and a personality for its customers does not own them under these terms, and after this deal the licensor is AppDirect. If you negotiated an enterprise order form that overrides clause 3.1, now is the time to find it.
Conversation data has its own clock. Soul Machines' data retention policy says raw pseudonymous speech transcripts and audio/video are not kept beyond 12 months and are used for machine learning on emotion and gesture detection. Facial-feature data behind a persona is kept "for the life of the commercial and research use of the Persona" — no end date. Those datasets now belong to a different parent. Ask whether AppDirect intends to use them in Devs.ai.
Which Model Is Actually Answering Your Customers?
The avatar is a face; the answers come from whatever language model sits behind it, and the Soul Machines stack was built to swap that. The Studio page says its agents "can be trained on a proprietary LLM or integrated with any of the leading LLM Models like GPT," and "Custom LLM Integration" sits in the Plus tier and above. That is the good news in this deal: if you wired the avatar to your own model or your own Azure OpenAI deployment, the brain, the prompts and the knowledge base are already yours and portable.
If you used Soul Machines' default brain, you do not know today which model answers your customers after AppDirect folds the product into Devs.ai. Ask for it in writing, along with the sub-processor list.
What Will It Cost After the Deal?
Nobody has said, and the public list prices are the only baseline you have. As of September 28, Soul Machines' pricing page listed a Pro plan at $29,160 a year for 120,000 interactive minutes and six AI assistants — about 24 cents a minute — and Pro plus Premium Integrations (ServiceNow, Zapier and others) at $34,160 a year. Enterprise pricing is "contact sales."
AppDirect sells through a channel of technology advisors, and the Soul Machines release says Soul Machines is expected to "rapidly expand" consumer-grade experiences through business channels over the next six months, with new products at Thrive. A reseller margin has to come from somewhere. Lock today's rate before the price list is rebuilt around that channel.
The Case for Staying
The strongest argument for sitting tight is real: a receivership that ends in a sale to an operating company is the good outcome. The alternative was liquidation and a dark avatar. AppDirect has committed publicly to running Soul Machines standalone, and its CEO Nicolas Desmarais says customers asked for "AI they could see and talk to". The product now has an operating owner with a distribution business behind it.
But a pledge in a press release is not a contract term, and "standalone" has no end date. We have seen this shape before — Progress took Domo's customers through an asset purchase, and Deloitte bought Wavicle's assets rather than the entity. In each case the question that mattered was which contracts moved and on what paper.
What to Do Before Your Next Renewal
This Week:
- Pull every Soul Machines order form and find the contracting entity, the governing law and any clause that overrides the standard 3.1 ownership and 7.4 deletion terms.
- Send AppDirect a written request: who is your counterparty now, did your contract transfer, and do the existing SLAs, DPA and sub-processor list still apply.
- Request the most recent backup of your Customer Data now, while the service is live — do not wait for the 30-day post-termination window.
This Month:
- Get the LLM question answered in writing. If you use the default brain, name the model and hosting region you will accept.
- Ask what AppDirect will do with the retained transcript, audio/video and persona data, and get a no-training commitment into the DPA if you need one.
- Price a fallback. HeyGen and Synthesia both sell AI avatars; run one of your live scripts on one of them so you know the switching cost before you negotiate.
Before Renewal:
- Re-paper with AppDirect: avatar ownership or a perpetual licence to your branded persona, a data return clause without a 30-day cliff, and a change-of-control termination right that runs the next time this product changes hands.
- Lock a price for the term, independent of whatever the advisor channel charges.
The Bottom Line
Soul Machines spent ten years, since 2016, proving an avatar could look human. The harder question for a buyer was always whether the company behind it would last, and the warning signs of an AI vendor in trouble — shrinking headcount, departing founders, lost logos — were public from 2023 on. Customers who read them had time to negotiate. Customers who did not now hold a contract with a company they never chose, under terms that say the face on their help desk was never theirs.
A rescue is good news for the product. It is not an answer to who owns your avatar.
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