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Last updated 12 June 2026

1. Parties and scope

These Terms of Trade apply to all products, services, software, equipment, trials, installations, subscriptions, consulting, support, artificial intelligence model development, dashboards, sensors and edge intelligence systems supplied by RossAi Limited (RossAi, we, us) to the customer (Customer, you), unless varied in a written agreement signed by RossAi.

2. RossAi services

• AI-enabled camera and sensor deployments, including WasteLens™, OpsLens™, LabLess™ and AiON™ related systems.
• Edge AI, automation, analytics dashboards, monitoring, reporting and related software services.
• Consulting, system design, installation coordination, model training, integration, support and managed service activities.
• Pilot, trial, proof-of-concept and subscription-based services.

3. Quotes, proposals and acceptance

• A quote or proposal is valid for the period stated in the quote, or 30 days if no period is stated.
• The Customer is deemed to accept these Terms when it accepts a quote, issues a purchase order, pays an invoice, signs a proposal, permits installation, or otherwise instructs RossAi to proceed.
• Any Customer purchase terms only apply if RossAi expressly accepts them in writing.

4. Pricing, payment and GST

• Prices are in New Zealand dollars and exclude GST unless stated otherwise.
• Invoices are payable within 7 days of invoice date unless otherwise agreed in writing.
• RossAi may require deposits, milestone payments, hardware prepayment, or payment before commissioning.
• Late payment may result in suspension of services, withholding of deliverables, recovery costs, and interest at 2% per month calculated daily.

5. Hardware, installation and site access

• The Customer must provide safe site access, suitable mounting locations, power, network connectivity, internet access, permits, inductions, and any required site support.
• Unless expressly included in writing, electrical work, cabling, conduit, civil works, scissor lifts, traffic management and third-party contractors are excluded.
• Title to hardware supplied by RossAi remains with RossAi until all amounts relating to that hardware are paid in full.
• Risk in hardware passes to the Customer on delivery to site or handover to the Customer, unless RossAi has agreed to retain responsibility during installation.

6. Software, dashboards and subscriptions

• Subscription fees are payable in advance unless otherwise agreed.
• RossAi may update, improve, suspend or modify software, dashboards, models and system features to improve reliability, security or performance.
• Service availability can be affected by connectivity, power, customer infrastructure, third-party platforms, cloud services, weather, physical obstructions and site conditions.
• RossAi may suspend access for non-payment, misuse, security concerns, unlawful use or material breach.

7. AI outputs and operational decisions

RossAi systems provide monitoring, classification, analytics, alerts, predictions and decision-support information. AI outputs may contain errors, false positives, false negatives, latency, or incomplete information. The Customer remains responsible for operational decisions, compliance decisions, safety decisions, regulatory reporting and any action taken in reliance on system outputs.

8. Customer data and privacy

• The Customer grants RossAi permission to collect, process, store and analyse data required to provide the services, including imagery, sensor data, operational data, device data and dashboard usage data.
• RossAi may use anonymised, aggregated or derived data to improve models, system performance, benchmarking, product development and reporting, provided it does not identify the Customer or disclose confidential information.
• The Customer must ensure it has lawful authority to provide data to RossAi and to operate cameras, sensors and monitoring systems at its sites.
• Where systems may capture people, the Customer is responsible for signage, employment consultation, privacy notices, consent and compliance with applicable privacy laws.

9. Intellectual property

• RossAi retains ownership of all pre-existing intellectual property, software, model architecture, algorithms, workflows, code, dashboards, know-how, templates, system designs, brands and improvements.
• Unless expressly agreed otherwise, Customer-specific data remains the Customer’s property, subject to RossAi’s right to use it to provide and improve the services.
• Any new intellectual property, model improvements, derived insights, generic learnings, system enhancements or platform improvements developed by RossAi in providing services remain owned by RossAi, unless a signed agreement states otherwise.
• The Customer receives a limited, non-exclusive, non-transferable right to use RossAi deliverables for its internal business purposes while all fees are paid.

10. Confidentiality

Each party must keep the other party’s confidential information confidential and only use it for the purpose of the engagement, except where disclosure is required by law, a regulator, insurer, professional adviser, or with the other party’s consent.

11. Warranties and exclusions

• RossAi will provide services with reasonable care and skill.
• RossAi does not warrant that AI outputs will be error-free, uninterrupted, or suitable as the sole basis for regulatory, safety, financial, employment or operational decisions.
• To the maximum extent permitted by law, all implied warranties, guarantees and conditions are excluded where the services are acquired for business purposes.

12. Liability

• RossAi is not liable for indirect, consequential, special or economic loss, loss of profits, loss of revenue, loss of data, business interruption, loss of goodwill, penalties, fines, or third-party claims except to the extent required by law.
• RossAi’s total aggregate liability arising from an engagement is limited to the fees paid by the Customer to RossAi for the specific services giving rise to the claim in the three months before the event giving rise to liability.
• The Customer indemnifies RossAi against claims arising from unsafe site conditions, unlawful monitoring, Customer data, Customer instructions, third-party systems, misuse of services, or breach of these Terms.

13. Health, safety and site obligations

The Customer must provide a safe work environment and disclose hazards before RossAi or its contractors attend site. RossAi may refuse or suspend site work where safety risks are not adequately controlled.

14. Cancellation, delays and termination

• Either party may terminate for material breach if the breach is not remedied within 10 working days of written notice.
• RossAi may charge for committed costs, hardware, third-party services, work performed, and reasonable cancellation costs if a project is cancelled or delayed by the Customer.
• On termination, the Customer must pay all outstanding amounts and stop using RossAi systems unless otherwise agreed.

15. Force majeure

RossAi is not liable for delay or failure caused by events outside its reasonable control, including power outages, network outages, supply chain delays, natural disasters, labour shortages, regulatory change, cyber events, third-party platform failures, or site access restrictions.

16. Disputes and governing law

The parties will first try to resolve disputes through good faith discussion. These Terms are governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

17. Contact

RossAi Limited
FoodEast – Haumako, 4 Hanui Road, Tomoana, Hastings
Website: rossai.co.nz