1. Acceptance and scope
These Terms & Conditions ("Terms") govern access to and use of the Incyte Works website, professional services, software, automations, and related products (collectively, the "Services") operated by INCYTE WORKS L.L.C. ("Incyte Works," "we," "us," or "our"). The Services include strategy, creative, web design and development, mobile applications, software solutions, GTM operations, AI automation, and Penny.
By using the website, signing a proposal or order form, creating an account, purchasing a plan, or otherwise using a Service, the person acting for a business represents that they have authority to bind that business (the "Client") and agrees to these Terms. A project proposal, statement of work, order form, or written addendum may add terms that control for that specific engagement. If a conflict exists, the specific written engagement controls for that conflict.
2. Definitions
- Account means an administrative account used by a Client or authorized user to access a Service.
- Client means the business or other entity that purchases or uses a Service.
- Client Materials means information, content, trademarks, data, credentials, files, instructions, and other materials supplied or authorized by the Client.
- Deliverables means the project-specific work product identified in an applicable proposal or statement of work.
- Penny means Incyte Works' AI-powered customer-communication platform, including voice, messaging, ordering, reservation, administration, and related automation features made available under a plan.
- End Customer means a person who interacts with a Client through Penny or another Client-facing workflow.
- Plan means a subscription or usage offering for Penny or another recurring Service.
3. Description of the Services
Incyte Works provides the Services described at purchase or in the applicable written engagement. Professional services may include discovery, strategy, creative direction, content, design, development, implementation, optimization, reporting, and operational support. Project timing, milestones, approvals, revisions, and included work are governed by the applicable proposal or statement of work.
Software, automations, and integrations may depend on Client configuration and third-party providers. We may improve, modify, or discontinue a feature over time, provided that we use reasonable efforts to avoid materially reducing an active paid Service without notice where notice is reasonably practicable.
4. Penny product terms
Penny is an Incyte Works product and may provide an AI Agent that answers inbound calls, responds to common questions, captures leads, supports ordering or reservations, sends permitted messages, provides summaries, and hands off to a human according to Client-configured rules. Features vary by Plan, jurisdiction, integration, and configuration.
Penny does not record or store audio recordings of End Customer calls as part of the Service. During a call, audio may be processed in real time by telecommunications, speech-processing, and artificial-intelligence providers to understand the conversation and generate responses. Penny may generate and store text transcripts and related interaction data as described in the applicable privacy notice.
Where enabled, Penny may send transactional SMS messages such as authentication codes, requested links, customer-service communications, order or reservation confirmations, status updates, and reminders. The Client must maintain any consent required for the message, honor opt-out requests, and keep transactional consent separate from marketing consent. Reply STOP to opt out of applicable messages or HELP for assistance.
5. Client responsibilities
5.1 Accuracy and approvals
The Client is responsible for the accuracy, completeness, and timeliness of Client Materials, including menus, prices, hours, policies, promotions, product information, phone numbers, locations, and AI instructions. The Client must review and approve Deliverables and operational outputs promptly and must correct inaccurate information.
5.2 Rights and lawful use
The Client represents that it has the rights and permissions needed for Incyte Works to use Client Materials to provide the Services. The Client will not use a Service for unlawful, deceptive, fraudulent, harassing, defamatory, discriminatory, abusive, infringing, or security-compromising activity, or for a purpose unrelated to legitimate business operations.
5.3 Regulatory and consumer compliance
The Client is responsible for complying with laws applicable to its business, customers, locations, products, communications, and data. This includes, as applicable, rules governing privacy, consumer protection, accessibility, telephone calls, call transcription, automated or AI-assisted interactions, messaging consent, marketing, food service, allergens, and payment or ordering workflows. Incyte Works may provide technical disclosure or consent mechanisms, but the Client remains responsible for determining whether they are legally sufficient for its circumstances.
5.4 Human oversight of AI
AI-generated responses, summaries, recommendations, classifications, orders, reservations, and other outputs may be incomplete or wrong. The Client must review operationally important outputs and maintain appropriate human oversight. Penny and other AI features are not a substitute for legal, safety, allergy, medical, financial, or other professional judgment.
6. Accounts and security
The Client is responsible for maintaining the confidentiality of Account credentials and for activity performed through its Account. The Client must provide accurate information, limit access to authorized users, use reasonable security practices, and notify Incyte Works promptly of suspected unauthorized access, credential compromise, or misuse.
7. Fees, plans, and billing
Fees, usage limits, included features, and payment terms are those shown in the applicable proposal, order form, Plan, or written agreement. Unless otherwise stated, recurring Plans renew for successive billing periods until cancelled. The Client authorizes Incyte Works or its payment processor to charge the payment method for recurring fees and other authorized charges.
Fees are exclusive of applicable taxes unless stated otherwise. Payment processors may collect payment-card information directly; Incyte Works generally receives transaction and payment-status identifiers rather than full card numbers. We may suspend a Service after reasonable notice if an undisputed amount remains unpaid. Cancellation, refunds, and proration are governed by the applicable proposal, order form, or Plan terms.
8. Third-party services and integrations
Services may depend on third-party providers for hosting, telecommunications, messaging, speech recognition, speech synthesis, artificial intelligence, payments, email, authentication, analytics, point-of-sale, reservation, and other integrations. Those providers may have their own terms, privacy practices, availability, and technical limitations. Incyte Works is not responsible for failures caused solely by a third-party provider outside our reasonable control.
9. Intellectual property
Incyte Works and its licensors own the Services, software, interfaces, workflows, models, templates, documentation, brand elements, and other proprietary materials used to provide them. Subject to these Terms and payment of applicable fees, the Client receives the limited rights stated in the applicable proposal or order form to use the Deliverables and Services for its internal business purposes.
The Client retains ownership of Client Materials. The Client grants Incyte Works a limited license to host, reproduce, transform, transmit, and otherwise process Client Materials as reasonably necessary to provide, secure, support, and improve the Services. Unless a written engagement states otherwise, Incyte Works may use general skills, ideas, methods, know-how, and reusable components developed during an engagement, provided that we do not disclose the Client's Confidential Information.
10. Data and privacy
Our collection and processing of personal information in connection with Penny is described in the Penny Privacy Policy. For End Customer information processed through Penny on behalf of a Client, the Client generally determines the business purpose and Incyte Works acts as a service provider or processor, subject to applicable law and any separate data-processing agreement.
We may retain information for as long as reasonably necessary to provide the Services, maintain account and transaction records, support Clients, perform quality assurance, resolve disputes, prevent fraud, enforce agreements, comply with law, and maintain appropriate business and security records. Specific retention and deletion practices may be described in an applicable privacy notice or agreement.
11. Confidentiality
Each party will use reasonable care to protect the other party's non-public Confidential Information and will use it only as necessary to perform or receive the Services, exercise rights, comply with law, or protect legitimate interests. Confidential Information does not include information that is public through no breach, independently developed, or lawfully received without a confidentiality restriction.
12. Suspension and termination
Either party may end a project, Plan, or other engagement as provided in the applicable proposal, order form, or written agreement. Incyte Works may suspend or terminate access for material breach, fraud, unlawful activity, security threats, misuse of communications systems, repeated policy violations, or non-payment. Where reasonably practicable, we will provide notice and an opportunity to cure a remediable issue.
After termination, access may end and data may be retained or deleted according to the applicable privacy notice, legal requirements, dispute-resolution needs, backups, fraud prevention, and legitimate operational requirements. Accrued payment obligations, ownership, confidentiality, disclaimers, limitations of liability, indemnification, and other provisions that by their nature should survive will survive.
13. Warranties and disclaimers
To the maximum extent permitted by law, the Services are provided "as is" and "as available." Incyte Works disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted availability. We do not warrant that an AI Agent or integration will be error-free, that a particular business result will be achieved, or that third-party services will always be available.
14. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost business opportunity, loss of goodwill, or loss of data, arising from or related to the Services, even if advised of the possibility of those damages.
To the maximum extent permitted by law, Incyte Works' total aggregate liability arising out of or relating to a Service or these Terms will not exceed the amounts paid or payable by the Client to Incyte Works for the specific Service during the twelve (12) months immediately preceding the event giving rise to the claim. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
15. Indemnification
The Client will defend, indemnify, and hold harmless Incyte Works, its affiliates, officers, employees, and contractors from third-party claims, damages, fines, penalties, liabilities, and reasonable costs arising from: (a) Client Materials or instructions; (b) the Client's violation of law or these Terms; (c) the Client's products, services, pricing, fulfillment, refunds, customer disputes, or regulated communications; or (d) misuse of a Service.
16. Changes to the Services or Terms
We may update these Terms or a Service from time to time. If a change materially affects Client rights or obligations, we will provide reasonable advance notice by email, through the Service, or by another reasonable method. Continued use after the effective date of an updated version constitutes acceptance to the extent permitted by law.
17. Governing law and venue
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. Unless applicable law requires otherwise, the state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising from or relating to these Terms or a Service, and each party consents to personal jurisdiction and venue in those courts.
18. General provisions
If any provision is held unenforceable, the remaining provisions remain in effect. The Client may not assign these Terms without our prior written consent, except in connection with a permitted corporate reorganization or sale of substantially all assets, subject to notice. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.
Neither party is liable for delay or failure caused by events beyond its reasonable control, including telecommunications outages, internet failures, provider outages, natural disasters, governmental actions, labor disruptions, or widespread cyber incidents. Headings are for convenience only. These Terms, together with any applicable proposal, order form, privacy notice, or written addendum, constitute the agreement between the parties regarding the applicable Service.
19. Contact
Questions regarding these Terms may be sent to [email protected].
Incyte Works L.L.C.
Terms & Conditions: incyte.works/terms/
Penny: pennyspeaking.com