INCENDO NEW ZEALAND LIMITED
AI Staff — Terms & Conditions
Effective: 22 September 2026  |  Version 3.0

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 or onboarding package, 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 managed AI agent service ("AI Staff" or "Service") that allows your business to deploy an AI-powered agent capable of handling telephone interactions. Each AI Staff member is a dedicated, individually configured agent assigned to your business on a per-subscription basis.
AI Staff is offered in subscription plans that differ by included talk minutes and expected call volume. Every plan includes a dedicated New Zealand phone number, up to four concurrent calls, access to the Incendo portal, email digests, and support for service issues. Current plans, inclusions and prices are published at https://www.incendo.co.nz/pricing-plans/subscriptions and form part of this Agreement as at the date of purchase.
Each AI Staff member is configured for one role selected at checkout — for example Receptionist, Office Admin, Support Desk or Customer Success. The role determines how the agent is built and what it is expected to do; it does not change the plan inclusions.
The following are not included in any standard plan and are available only as a custom engagement, scoped and quoted separately: text messaging (SMS) or chat channels; transfer of live calls to a human; integration with calendars, ticketing, CRM or other business systems; outbound campaign calling where the agent initiates calls to a list of contacts; and any capability not described on the plan page at the time of purchase.
2.2 The Portal
Each subscription includes access to the Incendo portal for your AI Staff member. Through the portal you can view call summaries, transcripts, usage and activity; update the agent's greeting; and add, edit or remove knowledge the agent uses to answer callers. Changes you make in the portal take effect on the agent's next call.
You are responsible for the accuracy, legality and appropriateness of any content you enter into the portal, and for managing which of your staff have portal access. Portal access is secured by multi-factor authentication and you must keep your credentials confidential.
2.3 Onboarding and Go-Live
Every AI Staff member is onboarded under one of three packages. Essentials onboarding is included in the setup fee payable with every plan. Tailored and Bespoke onboarding are optional upgrades purchased separately. The scope of each package — including workshops, call-flow customisation, knowledge preparation and testing rounds — is published at www.incendo.co.nz/onboarding and forms part of this Agreement as at the date of purchase.
Onboarding concludes with a walkthrough of the portal and the agent being made live on its phone number. Work requested beyond the scope of the purchased onboarding package will be quoted before it is undertaken.
2.4 Ongoing Service
As part of your monthly subscription, Incendo monitors the platform on which your AI Staff member runs, manages usage within your plan, and provides support for service issues as described in Section 7. Day-to-day changes to greeting and knowledge are self-serve through the portal.

3. Fees and Payment
3.1 Setup and Onboarding Fees
A non-refundable setup fee, published with each plan, is payable at the time of purchase and covers Essentials onboarding. Tailored and Bespoke onboarding are separately priced one-off purchases. All setup and onboarding fees are 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, its phone number, inbound talk minutes and call capacity per your plan, portal access, platform monitoring, and support for service issues. All fees are in New Zealand Dollars (NZD) and are exclusive of GST unless stated otherwise.
3.3 Changes to Your AI Staff Member
Changes to your agent's greeting and knowledge are self-serve through the portal at no additional charge. Changes that require Incendo labour — including changes to call flow, persona, voice, role or behaviour, or the addition of any capability listed as custom in Section 2.1 — will be scoped and quoted before work commences. Incendo will not undertake chargeable change work without your prior written approval.
3.4 Talk Minutes and Fair Use
Talk minutes are metered per calendar month against the allowance published for your plan and do not roll over. Talk minutes count time the agent is on a call, in whole seconds.
If your usage exceeds the included minutes for your plan in more than two months within any six-month period, Incendo will move you to the next plan with at least 14 days' written notice. Incendo will not cut off or degrade the Service mid-month for exceeding included minutes, and will contact you before any plan change. If your usage exceeds the highest published plan, Incendo will propose a custom arrangement.
3.5 Payment Terms
The monthly subscription fee is charged in advance by automatic payment to your nominated payment method on your billing date each 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.
3.6 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 cancel 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.
Incendo selects the AI language models, voices and telephony services used for each AI Staff member and may change them at any time to maintain service quality, reliability or cost. Your plan entitles you to the published service outcomes, not to any particular model or provider.
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 and Acceptable Use
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, and you must not use the Service in any manner that would cause Incendo or its partners to breach those 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, including content entered into the portal, may be processed by third-party AI platforms subject to their applicable terms.
•    Your AI Staff member will identify itself as an AI assistant when asked by a caller. Where your agent contacts individuals, you are responsible for holding all necessary consents and for disclosing that the caller is an AI where required by law or good practice.
•    You must ensure all calling activity conducted through the Service complies with applicable New Zealand telecommunications, privacy and consumer laws.

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, portal data and configuration — may be stored and processed on servers located outside New Zealand, including in Australia, 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 Recordings, Transcripts and Retention
By default, call recordings and transcripts are retained to enable call analysis in the portal, performance monitoring, troubleshooting and support. You may ask Incendo to set a retention period for your AI Staff member, or to disable retention of transcript content, at any time. Usage and summary statistics may be retained after transcript content is removed. You acknowledge that disabling retention limits call analysis and Incendo's ability to troubleshoot issues on your behalf.
5.4 Customer Data Responsibilities
You are responsible for ensuring that any information provided to Incendo or entered into the portal is accurate, legally obtained, and that you hold all necessary rights and consents. Because callers are not authenticated, your agent's knowledge should not contain sensitive, confidential or personal information. You must not configure, or instruct Incendo to configure, an agent to collect or process sensitive personal information without prior written agreement and appropriate safeguards in place.
5.5 Phone Numbers
The New Zealand phone number assigned to your AI Staff member is provided by Incendo for the term of your subscription and remains Incendo's to allocate. On termination the number is released unless porting has been requested and agreed in writing before the termination date. Incendo will assist with porting where the underlying carrier permits it; porting fees, if any, will be quoted in advance.

6. Term, Cancellation & Suspension
6.1 Term
This Agreement commences on the date of your first payment and continues on a monthly rolling basis with no minimum term.
6.2 Cancellation by Customer
You may cancel your subscription at any time by written notice to liam@incendo.co.nz or through your account. Cancellation takes effect at the end of the current billing month. You remain responsible for fees for that month and no refund is provided for the remainder of it. Setup and onboarding fees are non-refundable.
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, the agent and its phone number are disabled, portal access is removed, Customer data will be deleted within 30 days (subject to legal retention requirements), and all outstanding fees become immediately due. You may export your call summaries and transcripts from the portal before the termination date.

7. Support
7.1 Business Hours Support
Support is available Monday to Friday, 8:30 AM to 5:00 PM New Zealand time, 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, portal issues and agent errors. It does not cover configuration changes, which are self-serve in the portal or quoted under 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, and call summaries and scores in the portal are themselves AI-generated and indicative only.
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, or entered into the portal.
•    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, the portal, 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 or entered into the portal. 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 the plan and onboarding inclusions published at the time of purchase and 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).