Terms of Trade — ConsentIQ

Definitions

In these Terms:
"Authorised User" means any employee, contractor, or agent of the Customer permitted to access the Platform under the Customer's subscription.
"BCO" means a building consent authority officer or inspector exercising functions under the Building Act 2004.
"Confidential Information" means all non-public commercial, technical, financial, operational, or business information disclosed by one party to the other in connection with these Terms, whether disclosed in writing, orally, or by any other means, and whether or not marked as confidential.
"Customer" means the person or entity that has subscribed to access the Platform, as identified in the Order Form or account registration.
"Customer Data" means all data, documents, plans, specifications, drawings, project information, and other content uploaded to or processed through the Platform by or on behalf of the Customer.
"Documentation" means any user guides, help materials, and technical documentation made available by ConsentIQ in connection with the Platform.
"Domain Config Layer" means the NZ-specific rules database, council requirement mappings, trigger conditions, and regulatory dataset that the Platform uses to generate outputs.
"Fees" means the subscription fees and any other charges payable by the Customer as set out in the Order Form, schedule or published pricing.
"GST" means goods and services tax as defined in the Goods and Services Tax Act 1985.
"Intellectual Property Rights" means all intellectual property rights of any kind, including copyright, patents, trademarks, design rights, database rights, trade secrets, know-how, and all other proprietary rights, whether registered or unregistered, and including all applications and rights to apply for any of the foregoing.
"LBP" means a Licensed Building Practitioner licensed under the Building Act 2004.
"Order Form" means the subscription order, account registration, or other written or electronic document that sets out the specific subscription details agreed between ConsentIQ and the Customer.
"Output" means any report, checklist, compliance summary, gap report, response to council letter, flag, recommendation, or other result generated by the Platform in response to Customer Data or user inputs.
"Platform" means the ConsentIQ software-as-a-service platform (including the web application accessible at app.consentiq.nz and any associated interfaces, APIs, and tools) operated by ConsentIQ, together with any updates, enhancements, or modifications made to it from time to time.
"Project Check" means the one-off, per-project access product offered by ConsentIQ at the fee set out in Schedule 1, which is not a subscription and is governed by clause 6.1(a).
"Promotional Pricing" means any promotional, discounted, or conditional pricing offered by ConsentIQ from time to time, including as set out in Schedule 1.
"Subscription Term" means the period during which the Customer is entitled to access the Platform under a subscription plan, as specified in the Order Form or account registration, and any renewal thereof.
"Terms" means these Terms of Trade, together with any Order Form, schedule, or addendum incorporated by reference.

Nature and Purpose of the Platform

The Platform is a decision-support and workflow assistance tool designed to assist building industry professionals including LBPs, architectural designers, and design practices by:
1. identifying potential compliance issues in proposed building consent applications;
2. generating automated pre-lodgement guidance based on the Domain Config Layer and configured rule logic; and
3. flagging areas where further professional review or council clarification may be required.
The Platform does not provide, and must not be relied upon as, professional, legal, engineering, architectural, or building consent advice. ConsentIQ is not a building consent authority, a registered architect, a licensed building practitioner, or a professional engineer. Nothing in any Output constitutes advice of a professional nature.
The Platform does not replace, and is not intended to replace:
1. the professional judgement, skill, or statutory obligations of any LBP, designer, architect, engineer, or consultant;
2. the Customer's or any Authorised User's independent professional assessment of any consent application; or
3. the Customer's obligations under the Building Act 2004, the Building Code, or any applicable council requirements.
Outputs are informational guides only. ConsentIQ does not warrant that:
1. any application reviewed using the Platform will receive consent without an RFI or further council request;
2. any Output accurately reflects the current requirements of any particular council or BCO;
3. council BCO discretion, policy interpretation, or individual assessment will align with any Output; or
4. use of the Platform will eliminate or reduce the likelihood of RFIs, consent refusals, or project delays.
The Customer and each Authorised User remain solely responsible for:
1. the accuracy, completeness, and professional quality of all plans, specifications, calculations, and consent documentation;
2. ensuring that all consent applications comply with applicable legislation, the Building Code, standards, and council requirements;
3. verifying all Outputs independently before reliance or submission; and
4. all professional and statutory obligations arising from their practice.

Acceptance of Terms

These Terms form a binding agreement between ConsentIQ and the Customer. Acceptance is primarily through ConsentIQ's self-serve sign-up flow (account creation, acceptance by tick-box, and payment), and no signature is required.
The Customer accepts these Terms by:
1. creating an account on the Platform;
2. accessing or using the Platform;
3. uploading Customer Data;
4. paying a subscription Fee; or
5. executing an Order Form that incorporates these Terms.
If the Customer is accessing the Platform on behalf of an organisation, the individual accepting these Terms warrants that they have full authority to bind that organisation to these Terms.
ConsentIQ may update these Terms from time to time. ConsentIQ will provide reasonable notice of material changes (which may be by email or in-platform notification). Continued use of the Platform after the effective date of any updated Terms constitutes acceptance of the updated Terms.

Subscription and Access Rights

Subject to the Customer's compliance with these Terms and payment of all Fees, ConsentIQ grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform during the Subscription Term for the Customer's internal business purposes only. Subscription tiers, seat caps, project limits, and pricing are set out in Schedule 1. The Customer's subscription tier and the number of permitted Authorised Users and projects are as specified in the Order Form or account registration, subject to the limits in Schedule 1.
The Customer may permit Authorised Users to access the Platform up to the number of user seats specified in the Order Form. The Customer is responsible for:
1. ensuring all Authorised Users comply with these Terms;
2. maintaining the confidentiality of all account credentials; and
3. promptly notifying ConsentIQ of any unauthorised access or suspected security breach.
The Customer must not, and must ensure Authorised Users do not:
1. resell, sublicense, or otherwise make the Platform available to any third party;
2. reverse engineer, decompile, disassemble, or attempt to extract the source code of the Platform;
3. copy, reproduce, or create derivative works of the Platform or any part of it, except as expressly permitted by law;
4. use the Platform for any unlawful purpose or in breach of any applicable law or regulation;
5. upload or transmit any malicious code, virus, or harmful material;
6. use the Platform or any Output to develop, train, or improve any competing product, service, or dataset;
7. scrape, harvest, or systematically extract data from the Platform, including the Domain Config Layer, rules database, or RFI dataset;
8. circumvent or attempt to circumvent any access controls, security measures, or usage restrictions; or
9. present any Output to any third party as certified compliance advice, a professional opinion, or a guarantee of consent outcome.
ConsentIQ may, at any time and without liability:
1. modify, update, or enhance Platform functionality;
2. add or remove features or tools;
3. conduct scheduled or emergency maintenance; and
4. suspend access where reasonably necessary for security, maintenance, legal compliance, or misuse prevention.
ConsentIQ will use reasonable efforts to provide advance notice of scheduled maintenance that is likely to cause material disruption.

Fees and Payment

Fees are payable in advance at the pricing set out in Schedule 1 or as otherwise agreed in an Order Form. All Fees are:
1. stated in New Zealand dollars (NZD) unless otherwise specified; and
2. exclusive of GST, which will be added where applicable.
Automatic Renewal. Subscriptions renew automatically at the end of each billing cycle (monthly or annual, as selected by the Customer) unless the Customer cancels before the renewal date in accordance with clause 15.1 By subscribing, the Customer authorises ConsentIQ (via its payment provider) to charge the applicable Fees on a recurring basis for the duration of the Subscription Term and each renewal thereof.
1. Payments are processed through Stripe or such other third-party payment provider as ConsentIQ may use from time to time. The Customer acknowledges that payment processing is subject to the terms and conditions of the relevant payment provider.
2. No Refunds. All Fees are non-refundable. Cancellation of a subscription stops the next renewal; the Customer's access continues until the end of the then-current paid billing period. No refund is payable for any unused portion of a prepaid subscription period. ConsentIQ may, in its sole discretion, offer a refund in exceptional circumstances, but this does not create any entitlement or obligation to do so.
ConsentIQ may change its published pricing at any time. Promotional and Conditional Pricing. ConsentIQ may offer promotional pricing or conditional discounts from time to time, including as set out in Schedule 1. ConsentIQ reserves the right to vary, withdraw, or modify any promotional pricing at any time on reasonable notice. Eligibility for conditional discounts (including member discounts) is subject to verification by ConsentIQ. Changes to Fees applicable to an existing subscription will take effect at the next renewal of the Subscription Term, with reasonable prior notice to the Customer.
If any Fee remains unpaid after the due date, ConsentIQ may:
1. suspend the Customer's access to the Platform on reasonable notice; and
2. terminate the Customer's subscription in accordance with clause 15.
Interest will accrue on overdue amounts at the rate of 2% per month (compounding monthly), or the maximum rate permitted by law, whichever is lower, from the due date until the date of payment.
The Customer is responsible for all taxes, levies, or duties imposed on the Customer in connection with the subscription, other than taxes on ConsentIQ's income.

Project Check (One-Off Access)Trial and Beta Access

ConsentIQ does not currently offer a free trial. ConsentIQ may, at its discretion, offer beta or early access programmes on terms notified to participants at the time. Unless otherwise agreed in writing:
1. any beta or early access is provided strictly "as is" without warranty of any kind;
2. beta services may contain bugs, inaccuracies, interruptions, or incomplete functionality;
3. ConsentIQ may terminate beta access at any time and for any reason without notice and without liability; and
4. these Terms apply to any beta access except where expressly stated otherwise.
Provision of beta or early access does not obligate ConsentIQ to continue providing access or to offer a paid subscription on any particular terms.

Customer Data

The Customer retains ownership of all Customer Data, including all uploaded inputs and all Outputs generated by the Platform in response to that Customer Data. Nothing in these Terms transfers ownership of Customer Data or Outputs to ConsentIQ.
The Customer grants ConsentIQ a non-exclusive, worldwide, royalty-free licence to host, store, process, analyse, and use Customer Data solely:
1. to provide the Platform and services to the Customer;
2. to maintain, improve, and develop ConsentIQ's own Platform and engine (including training and improving ConsentIQ's own automated systems), using de-identified individual Customer Data records (such as records where an Authorised User overrides, corrects, or flags an Output), or aggregated data. Before any individual record is used for this purpose, ConsentIQ will remove personal information (including client names, site addresses, and owner details) from that record. This licence does not permit ConsentIQ to share Customer Data with, or use it to train, any third-party AI model or service;
3. to maintain security and integrity of the Platform;
4. to generate aggregated and anonymised analytics; and
5. to comply with applicable legal obligations.
The Customer warrants that:
1. it has all rights, licences, and consents necessary to upload Customer Data to the Platform;
2. Customer Data does not infringe the Intellectual Property Rights or privacy rights of any third party; and
3. Customer Data does not contain any material that is unlawful, defamatory, or otherwise objectionable.
The Customer is solely responsible for the accuracy, completeness, and quality of Customer Data. ConsentIQ is not responsible for any errors, omissions, or inaccuracies in Customer Data or for any Outputs that result from inaccurate or incomplete Customer Data.

Privacy and Data Protection

ConsentIQ will collect, use, store, and disclose personal information in accordance with its Privacy Policy and the Privacy Act 2020. The Privacy Policy is available at consentiq.nz/privacy and is incorporated into these Terms by reference.
The Customer acknowledges and consents to the fact that:
1. the Platform is hosted on infrastructure operated by Netlify (hosting and CDN) and Supabase (database, hosted in Sydney, Australia);
2. certain AI-assisted analysis features involve processing by Anthropic (whose infrastructure is located in the United States);
3. payment processing is handled by Stripe;
4. transactional email is handled by Resend; and
5. no analytics provider is currently engaged. ConsentIQ will update Schedule 1 (or provide written notice to the Customer) if an analytics provider is added.
Other third-party sub-processors may be engaged by ConsentIQ from time to time. ConsentIQ will take reasonable steps to notify the Customer of any material change to its sub-processor arrangements. Customer Data (including any personal information contained within it) may be transferred to, stored in, or processed in countries outside New Zealand, including Australia and the United States. ConsentIQ will take reasonable steps to ensure that overseas recipients handle personal information in a manner consistent with the Privacy Act 2020.
Where Customer Data contains personal information of third parties (including site owners, project clients, or other individuals), the Customer is responsible for ensuring that:
1. it has a lawful basis for collecting and uploading that personal information; and
2. it has provided any required privacy notices to those individuals.

Intellectual Property

All Intellectual Property Rights in and to the Platform, including:
1. the software, source code, and object code;
2. the Domain Config Layer and underlying rules database and RFI dataset;
3. the platform architecture, algorithms, models, and matching logic; and
4. workflows, interfaces, and user experience design;
are and remain the property of ConsentIQ or its licensors. No ownership rights in the Platform, the Domain Config Layer, the rules database, or any part of the ConsentIQ engine transfer to the Customer.
The Customer retains all Intellectual Property Rights in Customer Data (including uploaded inputs) and in Outputs generated by the Platform in response to that Customer Data. ConsentIQ acquires no ownership rights in Customer Data or Outputs.
If the Customer provides feedback, suggestions, or ideas regarding the Platform, ConsentIQ may use that feedback without restriction or obligation to the Customer.

AI and Automated Outputs

The Platform uses automated rule-matching, pattern recognition, and AI-assisted analysis to generate Outputs. The Customer acknowledges that:
1. Outputs are generated by automated systems and may contain inaccuracies, omissions, or incomplete information;
2. regulatory interpretation may vary between councils, BCOs, and individual assessors;
3. the Domain Config Layer reflects ConsentIQ's interpretation of applicable requirements at the time of configuration and may not reflect the most current council policies or legislative changes;
4. AI-assisted analysis involves making predictions or assessments based on probabilities and patterns, so the results are not guaranteed or always exact.; and
5. Outputs require independent professional review before any reliance or submission.
ConsentIQ makes no warranty that any Output is:
1. accurate, complete, or current;
2. suitable for any specific project, site, or consent application;
3. consistent with the requirements of any particular council or BCO; or
4. free from errors arising from changes in legislation, council policy, or regulatory interpretation.
5. Use of the Platform does not discharge, reduce, or modify the professional responsibilities of any LBP, designer, architect, engineer, or other professional. The Customer must not represent to any third party that an Output constitutes professional advice, certified compliance advice, or a guarantee of consent outcome. For the avoidance of doubt, Anthropic does not train on API data submitted through the Platform by default. The data-use licence granted in clause 7.2(b) is for ConsentIQ's own engine improvement only and does not authorise the use of Customer Data to train any third-party AI model.

Availability and Support

ConsentIQ will use reasonable commercial efforts to maintain Platform availability. However, the Platform is provided on a best-efforts basis and ConsentIQ does not guarantee:
1. any specific level of uptime or availability;
2. uninterrupted or error-free operation; or
3. that the Platform will be available at any particular time.
ConsentIQ may conduct scheduled or emergency maintenance that may result in temporary unavailability. ConsentIQ will use reasonable efforts to provide advance notice of scheduled maintenance.
No formal service level agreement applies unless separately agreed in writing between the parties.
ConsentIQ will provide such support as it makes generally available to subscribers from time to time. Support terms may be updated by ConsentIQ on reasonable notice.

Warranty, Liability and Indemnity

To the maximum extent permitted by law, all warranties, conditions, descriptions, representations, and guarantees, whether express or implied by law, trade, custom, or otherwise, are excluded. ConsentIQ will not be liable, whether in contract, tort (including negligence), equity, statute, or otherwise, for any:
1. indirect, consequential, incidental, or special loss or damage;
2. loss of profit, revenue, anticipated savings, or opportunity;
3. loss of business, contracts, customers, or goodwill;
4. business interruption or project delay costs;
5. reputational damage;
6. financing costs or increased project costs;
7. failed consent outcomes, declined consents, or regulatory refusals;
8. costs, delays, re-work, or other impacts arising from requests for information (RFIs); or
9. loss, corruption, or unavailability of data,
whether or not ConsentIQ was advised of the possibility of such loss or damage.
ConsentIQ's total aggregate liability to the Customer arising out of or in connection with these Terms or the Platform (whether in contract, tort, equity, statute, or otherwise) is limited to the total Fees paid by the Customer to ConsentIQ in the 12 months immediately preceding the event giving rise to the claim. The Customer fully indemnifies ConsentIQ against all claims, liabilities, costs, damages, fees, and expenses (including reasonable legal costs) arising directly or indirectly from any act or omission of the Customer or from any breach or alleged breach of these Terms by the Customer.
The Customer acknowledges that the limitations and exclusions in this clause reflect a reasonable allocation of risk between commercial parties and are an essential basis on which ConsentIQ provides the Platform at the applicable subscription price. The Fees would be materially higher if ConsentIQ were to accept greater liability.
Nothing in these Terms limits or excludes ConsentIQ's liability for:
1. fraud or fraudulent misrepresentation; or
2. any liability that cannot be excluded or limited by law.

Consumer Law

The Platform is designed and provided for use by building industry professionals in the course of their business. The Customer warrants that it is acquiring the Platform for business purposes.
Where the Customer acquires the Platform for business purposes, the parties agree (to the maximum extent permitted by law) that the following are excluded:
1. the Consumer Guarantees Act 1993; and
2. sections 9, 12A, and 13 of the Fair Trading Act 1986.
Nothing in this clause limits ConsentIQ's obligations under the Fair Trading Act 1986 in respect of representations made to the Customer prior to entering into these Terms.

Confidentiality

Each party must:
1. keep confidential all Confidential Information received from the other party;
2. use Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms; and
3. not disclose Confidential Information to any third party without the prior written consent of the disclosing party.
The obligations in clause 14.1 do not apply to information that:
1. is or becomes publicly available other than through a breach of these Terms;
2. was already known to the receiving party at the time of disclosure (as evidenced by written records);
3. is independently developed by the receiving party without reference to the Confidential Information; or
4. is required to be disclosed by law, court order, or regulatory requirement, provided that the receiving party gives the disclosing party prompt written notice (where permitted) and cooperates with any request to seek a protective order.
Each party may disclose Confidential Information to its professional advisers who are bound by equivalent confidentiality obligations.

Suspension and Termination

The Customer may terminate its subscription at any time by cancelling through the Platform or by written notice to ConsentIQ. Cancellation stops the next automatic renewal. The Customer's access continues until the end of the then-current paid billing period. No refund is payable for any unused portion of a prepaid subscription period, except where required by law.
ConsentIQ may suspend or terminate the Customer's access to the Platform immediately (or on such notice as is reasonable in the circumstances) where:
1. the Customer breaches any material provision of these Terms and (where the breach is capable of remedy) fails to remedy the breach within 10 business days of written notice;
2. any Fee remains unpaid for more than 14 days after the due date;
3. the Platform is used in an unlawful manner or in breach of clause 4;
4. a security risk arises that requires suspension to protect the Platform or other users; or
5. continued provision of the Platform may expose ConsentIQ to material legal or regulatory risk.
Either party may terminate these Terms immediately by written notice if the other party becomes insolvent, is placed in liquidation or receivership, makes an assignment for the benefit of creditors, or ceases to carry on business.
Termination does not affect any accrued rights or obligations of either party as at the date of termination.

Effect of Termination

Upon termination or expiry of the Subscription Term:
1. all access rights granted to the Customer and Authorised Users cease immediately;
2. the Customer must cease all use of the Platform;
3. ConsentIQ may retain Customer Data for a period of 30 days following termination, after which ConsentIQ may delete Customer Data in accordance with its data retention policies (subject to any legal obligation to retain data for longer); and
4. the Customer may request an export of Customer Data within the 30-day retention period, and ConsentIQ will use reasonable efforts to facilitate such export.
The following clauses survive termination: clauses (Definitions), (Nature and Purpose), (Intellectual Property), (AI and Automated Outputs), (Limitation of Liability), (Confidentiality), (Effect of Termination), (Dispute Resolution), (Governing Law), and (General).

Dispute Resolution

If a dispute arises between the parties in connection with these Terms, the parties must first attempt to resolve the dispute through good faith negotiations. Either party may initiate this process by giving written notice to the other party describing the dispute in reasonable detail.
If the dispute is not resolved within 20 business days of the notice under clause 17.1 (or such longer period as the parties agree in writing), either party may refer the dispute to mediation in Christchurch, New Zealand, administered by the New Zealand Dispute Resolution Centre (or such other mediator as the parties agree). The costs of mediation will be shared equally unless the mediator determines otherwise.
If the dispute is not resolved through mediation within 30 business days of the appointment of a mediator (or such longer period as the parties agree), either party may commence court proceedings.
Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court where necessary to protect its rights.

Governing Law

These Terms are governed by and construed in accordance with the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts in respect of any dispute arising out of or in connection with these Terms, subject to clause 17.

General

These Terms (together with any Order Form and the Privacy Policy) constitute the entire agreement between the parties in relation to the subject matter and supersede all prior representations, negotiations, understandings, and agreements.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.
A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy. A waiver is only effective if given in writing.
The Customer may not assign or transfer any rights or obligations under these Terms without ConsentIQ's prior written consent. ConsentIQ may assign these Terms (in whole or in part) to any successor entity, related company, or acquirer of the Platform or ConsentIQ's business, without the Customer's consent.
Notices under these Terms must be in writing and delivered by email (with read receipt or acknowledgment) or by post to the addresses specified in the Order Form or account registration. Notices are deemed received on the day of transmission (if by email, during business hours on a business day) or three business days after posting.
Neither party is liable for any failure or delay in performing its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of government, internet or telecommunications failures, or other events of force majeure. The affected party must give prompt written notice and use reasonable efforts to mitigate the impact.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.
These Terms are for the benefit of the parties only. Nothing in these Terms confers any right or remedy on any third party.
These Terms (and any Order Form) may be executed or accepted electronically, including by clicking to accept, creating an account, or otherwise indicating acceptance through the Platform, each of which constitutes valid and binding acceptance of these Terms. By creating an account, ticking to accept these Terms, or paying a subscription Fee, the Customer (and the individual accepting on its behalf, who warrants they are authorised to bind the Customer) confirms that it has read, understood, and agrees to be bound by these Terms. No physical or electronic signature is required for these Terms to be binding.

SCHEDULE 1 — SUBSCRIPTION TIERS, PRICING AND DISCOUNTS

This Schedule may be updated by ConsentIQ from time to time without requiring amendment to the Terms. The current version of this Schedule is published at consentiq.nz/pricing and will be notified to existing subscribers on reasonable notice before any change takes effect.

Subscription Tiers: All subscriptions are per-organisation (firm), not per individual user. Tiers, seat caps, project limits, and monthly/annual fees are as published at consentiq.nz/pricing and in the Order Form.

One-Off Access: Project Check — $49 (excl. GST). Single-use, per-project access. Not a subscription. See clause 6.

Promotional Pricing: Early Access Promotion — A 50% discount on any subscription tier is available during the Early Access period from 13 July 2026 to 30 September 2026. Standard rates apply from 1 October 2026. ConsentIQ reserves the right to vary or withdraw this promotion on reasonable notice.

ADNZ Member Discount: A perpetual 15% discount on any subscription tier is available to verified members of the Architectural Designers New Zealand (ADNZ). Eligibility is subject to verification of current ADNZ membership by membership number. ConsentIQ reserves the right to verify membership status at any time and to withdraw the discount if membership lapses.

Analytics Providers: No analytics provider is currently engaged. This Schedule will be updated, and existing subscribers notified, if an analytics provider is added.