These terms govern the monthly AI Brain subscription that RossAi Limited (RossAi, we, us) invoices to the customer (Customer, you). They sit on top of the RossAi Terms and Conditions. Where the two conflict on the subscription, these terms apply.
1. Scope
The service. An AI Brain is a business assistant RossAi builds and maintains for the Customer on the AiON platform. It holds the Customer’s business context, connects to agreed systems, and drafts work for a person to approve.
What these terms cover. The recurring subscription fee only. The one-off build, discovery and onboarding are quoted and invoiced separately under the Terms and Conditions.
Order of precedence. (a) a signed agreement or accepted quote for the Customer’s AI Brain, (b) these terms, (c) the Terms and Conditions.
Acceptance. The Customer accepts these terms by accepting a quote that refers to them, using the AI Brain after go-live, or paying a subscription invoice.
Business use. The subscription is supplied for business purposes. To the extent the law allows, the Consumer Guarantees Act 1993 does not apply, and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 are contracted out of.
2. Fees and billing
Item
Position
Fee
Per named user, per month, at the rate in the Customer’s accepted quote
Currency and GST
NZD, excluding GST. GST is added at the current rate
Start date
The go-live date, not during the build
Billing cycle
Monthly in advance, invoiced on the 1st of each month
First and last month
Pro-rated by day from go-live, and to the end of the notice period
Payment due
7 days from invoice date, unless the quote states otherwise
Payment method
Bank transfer to the account on the invoice, or the online payment link on the invoice
Extra users
Added at the same per-user rate from the month they start, pro-rated
Invoices. RossAi emails each invoice to the Customer’s billing contact. The Customer must keep that contact current. Not receiving an invoice does not delay the due date once it has been sent.
Disputes. The Customer raises any query in writing within 7 days of the invoice date and pays the undisputed part on time.
No set-off. Payments are made in full, without deduction or set-off.
Third-party licences are not included. The Customer pays its own AI model plan, Microsoft 365, Power BI, voice and any other licences the AI Brain uses, directly to those providers.
3. Late payment, suspension and price changes
Interest. Overdue amounts carry interest at 2% per month, calculated daily from the due date until paid.
Reminders. Automatic reminders are sent after the due date. RossAi may also contact the Customer directly.
Suspension. If an invoice is more than 14 days overdue, RossAi may give 5 working days’ written notice and then suspend support, updates and RossAi-hosted parts of the AI Brain until the account is paid. Subscription fees keep accruing during a suspension.
Recovery costs. The Customer pays reasonable costs of recovering overdue amounts, including collection agency and legal costs on a solicitor-client basis.
Rate lock. The per-user rate is fixed for the minimum term.
Price changes after that. RossAi may change the rate with at least 30 days’ written notice. If the Customer does not accept the new rate, it may cancel under section 4 before the change takes effect, and the old rate applies until the cancellation date.
4. Term, cancellation and refunds
Minimum term. 12 months from go-live, unless the quote states a different term.
After the minimum term. The subscription continues month to month until either party cancels.
Cancelling. Either party may cancel with 30 days’ written notice, effective no earlier than the end of the minimum term. Email to callum@rossai.co.nz counts as written notice.
Early exit. If the Customer ends the subscription inside the minimum term, the fees for the remaining months of that term become due on the cancellation date.
Removing a user. Users may be removed with 30 days’ notice after the minimum term. A removed user’s fee stops at the end of that notice.
Termination for breach. Either party may end the subscription immediately if the other is insolvent, or fails to fix a material breach within 14 days of written notice. Non-payment is a material breach.
Refunds. Subscription fees are not refundable, including for months the AI Brain was not used. If RossAi ends the subscription for its own convenience, it refunds any fees paid for days after the end date.
On exit. RossAi hands back the Customer’s brain files and data in their working format within 10 working days of all fees being paid, then deletes its copies, except what it must keep by law.
5. Service, data and liability
Included in the monthly fee
Not included (quoted separately)
Support by email and Teams, NZ business hours
The one-off build, discovery and onboarding
Updates to the AiON platform and the Customer’s brain
New reports, new system connections, new automations
Up to 2 hours per user per month of small changes (unused hours do not carry over)
Onboarding for added users
Monitoring of the agreed connections
Third-party licences and usage costs
On-site work, travel, and work outside business hours
Approval stays with the Customer. The AI Brain drafts; a person at the Customer approves. It does not send external messages, move money or make irreversible changes without that approval. The Customer is responsible for checking AI output before relying on it.
Customer responsibilities. Keep accounts, passwords and devices secure; give and maintain the system access the AI Brain needs; tell RossAi promptly when staff leave or access changes; use the AI Brain lawfully and within its third-party providers’ terms.
Customer data. The Customer owns its data and the content in its brain. RossAi uses it only to provide the subscription, keeps it confidential, and handles personal information under the Privacy Act 2020 and our Privacy Policy. Customer data stays in the Customer’s own systems or tenancy unless the quote says otherwise.
RossAi IP. RossAi keeps all rights in AiON, its tools, templates, skills and methods. The Customer gets a non-exclusive licence to use them for its own business while the subscription is paid. Improvements RossAi makes to its general tools stay RossAi’s, and never carry the Customer’s confidential data into other clients’ work.
Availability. RossAi aims for the AI Brain to be available in business hours, but does not guarantee uninterrupted service. Outages at third-party providers (AI models, Microsoft, internet) are outside RossAi’s control.
No guaranteed outcome. AI output can be wrong. RossAi does not guarantee any particular result, saving or decision from using the AI Brain.
Liability cap. To the extent the law allows, RossAi’s total liability in any 12 months is limited to the subscription fees paid in the previous 3 months. RossAi is not liable for indirect or consequential loss, including lost profit, revenue or data.
Changes to these terms. RossAi may update these terms with 30 days’ written notice. Changes do not apply to the current minimum term unless the Customer agrees.
Governing law. New Zealand law, and the New Zealand courts.
