AI.gency Terms and Conditions

INCENDO NEW ZEALAND LIMITED

AI Staff - Terms & Conditions Effective: April 2026 | Version 2.0

1. Introduction

These Terms and Conditions ("Agreement") govern the AI Staff services provided by Incendo New Zealand Limited ("Incendo", "we", "us", or "our"), a New Zealand registered company, to you as a customer ("Customer", "you", or "your"). Our website is www.incendo.co.nz.

By purchasing any AI Staff subscription plan, you confirm that you have read, understood, and agree to be bound by this Agreement. This Agreement should be read alongside any Order Form or Statement of Work issued by Incendo, which together form the entire agreement between the parties.

2. The AI Staff Service

2.1 Service Description

Incendo provides a fully managed AI agent service ("AI Staff" or "Service") that allows your business to deploy an AI-powered agent capable of handling customer interactions. Each AI Staff member is a dedicated, individually configured agent assigned to your business on a per-subscription basis.

The Service is available across three subscription tiers:

Casual AI Staff Member — $99/month + $199 one-off setup fee

A single AI staff member ideal for after-hours and light daily cover.

Handles up to 2–3 calls per day at 2–3 minutes average per call.

200 talk minutes per month
Phone channel only
1 concurrent call maximum
Knowledge base: website and PDFs
Message capture: emails you
No call forwarding to outbound number
No calendar integration
15 minutes of change time per month
Monthly usage report
Unlimited support for service issues

Part-time AI Staff Member — $199/month + $299 one-off setup fee

A single AI staff member ideal for light duties or a small business.

Handles up to 8–10 calls per day at 2–3 minutes average per call.

500 talk minutes per month
Phone channel only
2 concurrent calls maximum
Knowledge base: website, PDFs, and Microsoft SharePoint
Message capture: emails and texts you
No call forwarding to outbound number
Calendar integration for bookings included
30 minutes of change time per month
Monthly usage report
Unlimited support for service issues

Full-time AI Staff Member — $349/month + $399 one-off setup fee

A single AI staff member ideal for 24/7 cover for a busy office.

Handles up to 15–20 calls per day at 2–3 minutes average per call.

1,000 talk minutes per month
Phone and website chat channels
4 concurrent calls maximum
Knowledge base: website, PDFs, and Microsoft SharePoint
Message capture: emails and texts you
Call escalation to outbound phone number included (up to 500 minutes)
Calendar integration for bookings included
45 minutes of change time per month
Monthly usage report
Unlimited support for service issues

2.2 Service Delivery

Upon engagement, Incendo will deliver the Service through the following steps:

Requirements interview — a structured discovery session to understand your business, processes, tone of voice, knowledge base, and desired agent behaviour.
Platform setup — Incendo configures the required AI infrastructure on your behalf.
Agent configuration — we build, train, and configure your AI Staff member using information gathered during discovery, including your website content, uploaded documents, or connected systems such as SharePoint.
Testing — Incendo conducts internal testing prior to go-live to validate performance against agreed requirements.
Handover and go-live — we provide a walkthrough and make your agent live on agreed channels.

2.3 Ongoing Monthly Management

As part of your monthly subscription, Incendo will monitor agent performance, provide monthly usage reports, manage usage within your plan, and make agent adjustments within your included change time allocation (see Section 3.3).

3. Fees and Payment

3.1 One-Off Setup Fee

A non-refundable setup fee is payable upon commencement of onboarding. The applicable fee per plan is as follows:

Casual AI Staff Member: $199
Part-time AI Staff Member: $299
Full-time AI Staff Member: $399

The setup fee covers the requirements interview, platform configuration, agent build, testing, and handover. The setup fee is non-refundable once agent configuration has commenced.

3.2 Monthly Subscription Fee

A fixed monthly fee is payable in advance, covering your dedicated AI Staff member, inbound talk minutes and call capacity per your plan, ongoing management and monitoring, monthly usage reporting, your included change time allocation, and unlimited support for service issues.

All fees are in New Zealand Dollars (NZD) and are exclusive of GST unless stated otherwise.

3.3 Moves, Adds & Changes (MAC) Allocation

Each plan includes a fixed monthly allocation of Incendo labour time for agent modifications. This covers changes such as updating scripts or greetings, adding or amending knowledge base content, adjusting conversation flows, and updating hours or contact details.

Important terms of the MAC allocation:

MAC minutes are Incendo labour minutes, not AI talk minutes. They are entirely separate from your included call minutes.
Unused MAC minutes do not roll over to the following month.
Any work exceeding the monthly allocation will be scoped and quoted separately before commencing. Incendo will not undertake out-of-scope change work without your prior written approval.

3.4 Call Escalation

The Full-time AI Staff Member plan includes up to 500 minutes per month of call escalation, where the AI agent transfers an active inbound call to a nominated member of your team. This is not outbound campaign calling. Outbound campaign calling — where the AI agent initiates calls to a list of contacts — is not included in any base plan and is available as a separately priced add-on. Please contact Incendo for a quote.

3.5 Fair Use

A fair use policy applies to all plans. If your usage materially and consistently exceeds your plan's expected profile, Incendo may recommend or require an upgrade with at least 14 days' advance notice. Incendo absorbs reasonable overage costs within fair use limits as part of the managed service.

3.6 Payment Terms

The monthly subscription fee is charged in advance by automatic payment on the first business day of each billing month. By agreeing to this Agreement, you authorise Incendo to charge your nominated payment method for all fees due.

You are responsible for ensuring your payment details remain current at all times. If a payment is declined, Incendo will notify you and allow 5 business days to resolve the issue. If payment remains outstanding after this period, Incendo reserves the right to suspend the Service until payment is received.

3.7 Price Changes

Incendo may increase fees at any time by providing at least 30 days' written notice via email. Updated pricing takes effect on the first billing date on or after the expiry of the notice period. Continued use of the Service after the effective date constitutes acceptance of the revised fees. If you do not accept the revised fees, you may terminate this Agreement in accordance with Section 6.2 before the effective date, and no increased fee will be charged.

4. Platform & Technology

4.1 Technology Partners

Incendo delivers the AI Staff service using a combination of proprietary tooling and third-party AI voice and telephony platforms. The specific platforms and providers used are not disclosed to customers and form part of Incendo's confidential operational methodology.

4.2 Right to Change Platform

Incendo reserves the right to change, substitute, or migrate to a different underlying technology platform at any time. Where a change is material to service delivery, Incendo will endeavour to provide at least 30 days' prior written notice. You acknowledge that Incendo's obligation is to deliver the agreed service outcomes, not to use any specific technology platform.

4.3 Third-Party Terms Compliance

By using the Service, you acknowledge and agree that:

Your use of the Service may be subject to the acceptable use terms of Incendo's technology partners.
You must not use the Service in any manner that would cause Incendo or its technology partners to breach applicable third-party terms.
Incendo may suspend or modify the Service where your usage is inconsistent with any third-party platform provider's requirements.
You must not use the Service to generate voice output that impersonates a real person without their express written consent.
You must not attempt to reverse-engineer, extract, or replicate any underlying AI models or technology components used in delivering the Service.
Content you provide may be processed by third-party AI platforms subject to their applicable terms.
Where your AI Staff member contacts individuals by phone, you are responsible for ensuring you hold all necessary consents and for disclosing that the caller is an AI, not a human, where required by law or good practice.
You must ensure all calling activity conducted through the Service complies with applicable New Zealand telecommunications laws and regulations.

5. Data, Privacy & Security

5.1 New Zealand Privacy Act

Incendo complies with the New Zealand Privacy Act 2020. By using the Service, you consent to the collection, use, storage, and processing of data as described in this Agreement.

5.2 Data Hosting Location

You acknowledge and agree that data processed as part of the Service — including conversation recordings, transcripts, and configuration data — may be stored and processed on servers located outside New Zealand, including in the United States, Europe, and other jurisdictions where our technology partners operate. By agreeing to this Agreement, you expressly authorise Incendo to store and process Customer data internationally as required to deliver the Service.

5.3 Call Recording and Transcripts

By default, your AI Staff member will retain call recordings and transcripts to enable performance monitoring, troubleshooting, and optimisation. If you do not wish to retain call recordings or transcripts, you must notify Incendo in writing prior to go-live. You acknowledge that disabling retention may limit our ability to troubleshoot issues or review agent performance on your behalf.

5.4 Customer Data Responsibilities

You are responsible for ensuring that any information provided to Incendo is accurate, legally obtained, and that you hold all necessary rights and consents. You must not instruct Incendo to configure agents to collect or process sensitive personal information without prior written agreement and appropriate safeguards in place.

6. Term, Termination & Suspension

6.1 Term

This Agreement commences on the date of your first payment and continues on a monthly rolling basis.

6.2 Termination by Customer

You may terminate this Agreement at any time by providing at least 30 days' written notice to liam@incendo.co.nz. You remain responsible for all fees during the notice period. No refund will be provided for prepaid fees covering the notice period.

6.3 Termination or Suspension by Incendo

Incendo reserves the right to suspend or terminate the Service at any time by providing at least 30 days' written notice. Where Incendo terminates for reasons other than Customer breach, any prepaid fees beyond the termination date will be refunded on a pro-rata basis.

6.4 Immediate Termination for Cause

Either party may terminate immediately if the other party commits a material unremedied breach, becomes insolvent, or engages in unlawful or fraudulent conduct.

6.5 Effect of Termination

On termination, agent access will be disabled, Customer data will be deleted within 30 days (subject to legal retention requirements), and all outstanding fees become immediately due.

7. Support

7.1 Business Hours Support

Support is available Monday to Friday, 8:30 AM to 5:00 PM NZDT, excluding public holidays. Contact us at liam@incendo.co.nz or +64 29 759 6234. Incendo will endeavour to respond within one business day.

All plans include unlimited support for service issues. This covers technical faults, platform issues, and agent errors. It does not cover change requests, which are managed under your MAC allocation (Section 3.3).

7.2 Agent Availability & Service Interruption

AI Staff members are designed to operate 24/7 within your plan limits. However, Incendo does not guarantee uninterrupted or error-free availability. The Service may be unavailable due to third-party platform outages, scheduled or unscheduled maintenance, network failures, AI model behaviour, or other circumstances within or outside Incendo's reasonable control.

Incendo accepts no liability for any loss of business, revenue, profit, or opportunity arising from the Service being unavailable, degraded, or not performing as expected for any period of time.

8. Liability, Indemnification & Disclaimer

8.1 AI Output Disclaimer

The AI Staff member generates responses using artificial intelligence. Incendo makes no warranty that AI-generated output will be accurate, complete, or appropriate for any particular purpose. AI agents may occasionally produce incorrect or unexpected responses.

8.2 Customer Indemnification of Incendo

You agree to indemnify, defend, and hold harmless Incendo New Zealand Limited, its directors, employees, contractors, and technology partners from and against any and all claims, damages, losses, liabilities, and costs arising from or relating to:

Any content, information, or instructions you provided to configure the AI Staff member.
Any representation made by an AI Staff member based on inaccurate, incomplete, or unauthorised content you provided.
Any reliance by a third party on information provided by your AI Staff member.
Any use of the Service that violates this Agreement, applicable law, or third-party rights.
Any claim by a customer or third party arising from interaction with your AI Staff member.
Any failure by you to obtain appropriate consents from individuals whose data is processed through the Service.

8.3 Limitation of Incendo's Liability

To the maximum extent permitted by law:

Incendo's total aggregate liability under this Agreement is limited to the total fees paid by the Customer in the three months immediately preceding the event giving rise to the claim.
Incendo is not liable for any loss of business, revenue, profit, opportunity, data, or reputational damage, or any indirect, consequential, special, or punitive damages.
Incendo is not liable for any loss or damage arising from the Service being unavailable or not operating as expected for any reason.
Incendo is not liable for any act, omission, or failure of any third-party platform provider used to deliver the Service.
Incendo is not liable for any output generated by an AI Staff member that is inaccurate, incomplete, misleading, or inappropriate.

8.4 No Warranty

The Service is provided "as is" and "as available". To the extent permitted by the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 (where you are acquiring the Service for business purposes), all implied warranties are excluded.

9. Intellectual Property

Incendo New Zealand Limited retains all intellectual property rights in the AI Staff platform, methodology, agent configurations, and related know-how. Nothing in this Agreement grants you any rights to Incendo's technology or proprietary systems.

You retain ownership of your own business content provided to Incendo. By providing such content, you grant Incendo a non-exclusive, royalty-free licence to use it solely for the purpose of delivering the Service. You warrant that you hold all necessary rights to any content you provide and that it does not infringe any third-party rights.

10. Confidentiality

Each party agrees to keep confidential any proprietary or commercially sensitive information of the other party. The identity and details of Incendo's technology platform providers are Incendo's Confidential Information — you agree not to attempt to identify, reverse-engineer, or disclose such information.

Confidentiality obligations do not apply to information that is publicly available, was already known to the receiving party, or is required to be disclosed by law.

11. General

11.1 Governing Law — This Agreement is governed by the laws of New Zealand. Disputes are subject to the exclusive jurisdiction of the New Zealand courts.

11.2 Amendments — Incendo may amend these Terms with at least 30 days' written notice. Updated terms will be published at www.incendo.co.nz. Continued use after the effective date constitutes acceptance.

11.3 Entire Agreement — This Agreement, together with any Order Form or Statement of Work, constitutes the entire agreement between the parties.

11.4 Severability — If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

11.5 Force Majeure — Neither party is liable for delays caused by circumstances beyond their reasonable control, including third-party platform outages, cyberattacks, or government action.

11.6 Notices — All formal notices must be in writing and sent to liam@incendo.co.nz (for Incendo) or the email address associated with your subscription (for Customer).

Incendo New Zealand Limited | New Plymouth, New Zealand | www.incendo.co.nz | info@incendo.co.nz | +64 6 242 1117