Terms of Service

1. Parties & Governing Entity

These Terms of Service ("Terms") form a binding agreement between you ("User", "you") and Innora Technology NZ Limited (NZBN 9429053447869), a company incorporated in New Zealand with its registered office in Auckland ("Innora", "we", "us").

By accessing or using the Innora Property platform ("Platform"), including all AI-powered features, automated reports, APIs, and data services (collectively, "Services"), you agree to these Terms. If you do not agree, you must not use the Platform.

2. Eligibility

You represent and warrant that:

• You are at least 16 years of age and have the legal capacity to enter into binding agreements;
• If acting on behalf of a company, organisation, or government body, you have authority to bind that entity to these Terms;
• You will comply with all applicable New Zealand laws, including the Fair Trading Act 1986, Consumer Guarantees Act 1993, Privacy Act 2020, and (where applicable) the Real Estate Agents Act 2008.

3. Service Description

Innora Property is an AI-powered property intelligence platform for the New Zealand real estate market. It integrates multiple public and commercial data sources with artificial intelligence to provide:

• Automated Valuation Model (AVM) — hedonic-based estimates combining CV, suburb growth rates, and property features
• AI-Generated Reports — AEE skeletons, listing descriptions, investment summaries, suburb briefs, and Smart PDF reports
• Compliance & Regulatory Tools — MDRS/NES-DMRU compliance, hazard overlays (46-layer), DC calculators, s92 prevention, consent clock
• Data Integration — LINZ DVR, council GIS, Stats NZ demographics, school zones
• Developer Project Management — Pipeline tracking, milestones, cost tracking, construction phase management
• Agent Portal — Property briefs, listing management, enquiry handling, AI listing descriptions

4. Public Beta Programme

During the Public Beta period:

• All features (including Pro and AI features) are available to all registered users at no charge.
• The Platform is provided strictly "AS-IS" and "AS-AVAILABLE" without any warranty of fitness, accuracy, availability, or reliability.
• Features may be added, modified, or removed without prior notice.
• Data may be lost, reset, or migrated during beta. You should not rely on the Platform as the sole repository for critical business data.
• Service availability targets (uptime) do not apply during beta.
• We may impose or adjust usage limits (API rate limits, AI query quotas) at our discretion to ensure fair access.

When the beta period ends, we will provide at least 30 days' notice before introducing paid tiers. Beta users will receive early-bird pricing. Your data and account will carry forward to the production release.

5. AI-Generated Content & Limitations

5.1 Content Identification

The Platform uses large language models (LLMs) and machine learning to generate reports, descriptions, and analyses. All AI-generated content is marked with visual indicators (badges, labels, or footer disclaimers) in compliance with the Fair Trading Act 1986.

5.2 AI Hallucination & Accuracy Disclaimer

5.3 Multi-Backend AI Architecture

The Platform routes AI requests through multiple providers based on availability, latency, and cost:

• Primary: OpenRouter gateway (multi-model)
• Fallback: DeepSeek (PRC)
• Secondary: Anthropic Claude (USA)
• Tertiary: Ollama cloud inference (NZ)

Response quality and tone may vary between backends. During peak load or outages, the Platform automatically routes to alternative backends without prior notice. Where material quality degradation affects reports, you may request regeneration.

5.4 AI Labelling Requirements

Deterministic features (AVM mathematical model, MDRS/NES-DMRU compliance engine, DC calculator, s92 prevention engine) are rule-based and not AI-generated; they are exempt from AI labelling.

6. Automated Valuation Disclaimer

The AVM is a computer-generated mathematical estimate based on statistical models and historical data. It does not account for property condition, interior features, renovations, vendor motivation, or market sentiment. It may be significantly inaccurate for novelty properties, properties with atypical features, or areas with limited comparable sales data.

The AVM should be used only as a starting point for research, never as the sole basis for financial decisions.

7. Investment Reports — Not Financial Advice

No professional-client relationship exists between Innora Property and you through use of the Platform. All information is of a general nature and does not constitute legal, financial, planning, construction, or real estate agency advice.

8. Hazard & Environmental Overlay Disclaimer

The Platform scans up to 46 overlay layers from council ArcGIS endpoints. Innora Property is not liable for hazards not identified by the scanning system, including but not limited to liquefaction risk, coastal erosion, flooding, contaminated land, or subsidence not captured in public datasets. The absence of an overlay does not mean the absence of a hazard.

9. Data Sources & Accuracy

The Platform aggregates data from authoritative sources including:

• LINZ — parcels, DVR valuations (CC-BY 4.0)
• Auckland Council / CCC / QLDC / WCC / HCC / TCC / DCC — zoning, overlays, flood zones, heritage (public ArcGIS endpoints)
• Stats NZ — Census 2023 demographics (CC-BY 4.0)
• Ministry of Education — school zone data
• ECan / ORC — resource consents, HAIL, liquefaction
• OpenStreetMap — geographic data (ODbL)
• Watercare / council utilities — infrastructure data

Innora Property does not warrant the accuracy, completeness, timeliness, or reliability of any third-party data. Government datasets may have latency of weeks or months. Missing data does not indicate negative findings. You assume all risk associated with reliance on data accuracy.

9.1 Open Data Attribution

Contains data sourced from Land Information New Zealand (LINZ) and Stats NZ, licensed for re-use under the Creative Commons Attribution 4.0 International licence. Map data © OpenStreetMap contributors, available under the Open Database License (ODbL).

10. User Obligations

You agree to:

• Provide accurate and current registration information
• Maintain the confidentiality and security of your account credentials; you are responsible for all activity under your account
• Notify us immediately at security@innora.properties if you suspect unauthorised access
• Comply with all applicable NZ law, including the REAA 2008 if you are a licensed real estate agent
• Not misrepresent AI-generated content as human-produced professional work or as registered valuations
• Not use the Platform for any purpose that is unlawful, fraudulent, or harmful to others

11. Acceptable Use Policy

You must NOT:

• Scrape, crawl, or systematically extract data beyond API rate limits (currently: T1 60/min, T2 20/min, T3 5/min, T4 10/min)
• Reverse-engineer, decompile, or extract AI models, algorithms, or training data
• Resell or redistribute Platform outputs as a standalone commercial product without written agreement
• Use automated tools to extract data for training competing AI models or creating derivative valuation databases
• Represent AI-generated content as human-produced professional work
• Upload malicious prompts, code, or payloads designed to manipulate AI outputs (prompt injection), bypass security controls, or compromise system integrity
• Attempt to circumvent rate limits, authentication, or security measures
• Use the Platform to harass, defame, or infringe the rights of any person
• Share account credentials with third parties or operate multiple accounts to circumvent usage limits

11.1 Consequences of Violation

Violation of this Acceptable Use Policy may result in, at our sole discretion:

1. Written warning via email
2. Temporary suspension of access (24 hours to 30 days)
3. Permanent termination of your account
4. Reporting to relevant authorities (NZ Police, Privacy Commissioner, REAA) where required by law

Liability for AI malfunction caused by prompt injection rests with the uploader.

12. Agent Portal — Additional Terms

If you access the Agent Portal, the following additional terms apply:

• REAA Compliance: You represent that you hold a current licence under the Real Estate Agents Act 2008 (or are acting under the supervision of a licensee). You are solely responsible for ensuring all marketing materials (including AI-generated listing descriptions) comply with REAA advertising guidelines and the Fair Trading Act 1986.
• AI Listing Descriptions: AI-generated listing descriptions are drafts requiring agent review and approval before publication. The Platform automatically scans for 8 prohibited phrases under the Fair Trading Act, but this does not guarantee full compliance. You must review and take responsibility for all published content.
• Enquiry Handling: Email replies sent through the Platform include an automated REAA footer. You are responsible for the content of your replies.
• Property Briefs: Buyer-facing property briefs use traffic-light assessments based on public data. These assessments are algorithmic and must not be represented as professional opinions to buyers.

13. Subscriptions & Payments

During the Public Beta, all features are free. The following terms will apply when paid tiers are introduced:

• Paid subscriptions will be billed in advance (monthly or annual) via Stripe in NZD. All prices are exclusive of GST (15%) unless stated otherwise.
• You may cancel at any time through Account settings; cancellation takes effect at the end of the current billing period.
• Refunds: No refund is provided for partial billing periods, except where required by the Consumer Guarantees Act 1993.
• Price changes will be communicated with at least 30 days' notice. You may cancel before the new price takes effect.
• Free tier users are subject to usage limits as described on the Pricing page.

14. Intellectual Property

The Platform software, algorithms, AI models, trade marks, user interfaces, and documentation are owned by Innora Technology NZ Limited and its licensors. All rights not expressly granted are reserved.

Your Content: You retain ownership of any data or content you input ("User Content"). By submitting User Content, you grant Innora Property a worldwide, royalty-free, non-exclusive licence to process, store, and display it solely for the purpose of providing the Services. This licence terminates when you delete your account.

Output Licence: Subject to your subscription tier, you may use AI-generated outputs for internal research, client presentations (with AI content disclosure), due diligence, and regulatory submissions. You may not resell outputs as a standalone product or use them for training third-party AI systems.

Open Data: Data sourced under open licences (LINZ CC-BY 4.0, OSM ODbL) remains subject to those licence terms.

15. Account Termination & Suspension

15.1 Termination by You

You may delete your account at any time through Account settings or by emailing support@innora.properties. Upon deletion:

• Personal data will be deleted or anonymised within 30 days
• You may request a data export (JSON format) before deletion; we will provide it within 20 working days
• AI-generated reports cached in our system will be purged
• Any active paid subscription will be cancelled at the end of the current billing period

15.2 Termination or Suspension by Us

We may suspend or terminate your account if:

• You breach these Terms or the Acceptable Use Policy
• Your use poses a security risk to the Platform or other users
• Required by law or regulatory authority
• Your account is inactive for more than 12 consecutive months

Except in cases of serious breach or legal requirement, we will provide 14 days' written notice before termination and offer the opportunity to export your data.

16. Service Availability

We aim to maintain high availability but do not guarantee uninterrupted service. During Public Beta, no uptime SLA applies.

Service availability depends on third-party providers (LINZ, council ArcGIS, AI backends, Supabase, Vercel). Planned maintenance will be communicated via in-app notification where practicable.

When paid tiers are introduced, an SLA with uptime targets and service credit terms will be published.

17. Warranty Disclaimer

Without limiting the foregoing, Innora does not warrant that:

• The Platform will be error-free, secure, or uninterrupted
• AI-generated content will be accurate, complete, or current
• The Platform will meet your specific requirements or expectations
• Data from third-party sources will be timely, accurate, or available

18. Limitation of Liability

To the maximum extent permitted by New Zealand law, Innora Property shall not be liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, business opportunity, data, or goodwill, arising from your use of or inability to use the Platform.

Innora Property's total aggregate liability for all claims shall not exceed the greater of: (a) total fees paid by you in the 12 months preceding the claim, or (b) NZD $100.

18.1 Consumer Guarantees Act 1993

Nothing in these Terms limits your rights under the Consumer Guarantees Act 1993 where you are a "consumer" as defined in that Act. For business users acquiring services for business purposes, the parties agree to contract out of sections 9, 12A, and 13 of the CGA pursuant to section 43.

Where a CGA guarantee is breached for consumer users, Innora's liability is limited to the remedies available under sections 32–36 (re-supply or refund at our election).

19. Indemnification

You agree to indemnify, defend, and hold harmless Innora Property Limited, its directors, officers, employees, and agents from any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms or any applicable law
• Your violation of any third-party rights
• Your misrepresentation of AI-generated content as professional advice
• Your failure to obtain necessary professional advice
• Any claim by a third party arising from your use of Platform outputs (including listings, reports, or valuations shared with buyers, sellers, or lenders)

20. Privacy & Data Protection

Your use of the Platform is also governed by our Privacy Policy, which is incorporated by reference. Key points:

• We comply with the Privacy Act 2020 including mandatory breach notification (Part 6A).
• AI queries may be processed by overseas providers (DeepSeek in PRC, Anthropic in USA). We do not send personally identifiable information in AI prompts.
• We do not use your personal data or search queries to train AI models.
• You are responsible for ensuring you have legal authority to input any third-party personal information.

21. Third-Party Services

The Platform integrates with third-party services including but not limited to Trade Me, LINZ, council GIS, AI providers (OpenRouter, DeepSeek, Anthropic), Stripe, Supabase, Vercel, Upstash, Sentry, and Cloudflare. Innora Property does not control these services and is not responsible for their availability, accuracy, terms of service, or privacy practices.

Service degradation or unavailability caused by third-party failures (including AI backend outages, council GIS downtime, or payment processing issues) does not constitute a breach of these Terms.

22. Force Majeure

Neither party shall be liable for failure or delay in performing obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to:

• Natural disasters, pandemics, or severe weather events
• Government actions, sanctions, regulatory changes, or embargoes
• Third-party service outages (cloud providers, AI backends, government data APIs)
• Cyber attacks, DDoS attacks, or infrastructure failures beyond our control
• Power outages, telecommunications failures, or internet disruptions

The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than 90 days, either party may terminate these Terms with 30 days' written notice.

23. Dispute Resolution

Any dispute arising from or in connection with these Terms shall be resolved through the following escalation process:

1. Negotiation (30 days): The parties shall attempt in good faith to resolve the dispute by direct negotiation. Contact legal@innora.properties to initiate.
2. Mediation (60 days): If negotiation fails, the dispute shall be submitted to mediation under the Resolution Institute Mediation Rules, with a mediator appointed in Auckland. Costs shall be shared equally unless the mediator orders otherwise.
3. Court: If mediation fails, either party may commence proceedings in the courts of New Zealand sitting in Auckland.

Nothing in this clause prevents either party from seeking urgent interim relief from any court of competent jurisdiction.

For disputes under NZD $30,000, you may also use the Disputes Tribunal. Consumer users retain all rights under consumer protection legislation regardless of this clause.

24. Governing Law

These Terms are governed by and construed in accordance with the laws of New Zealand. Nothing in these Terms excludes or limits your rights under the Consumer Guarantees Act 1993, Fair Trading Act 1986, Contract and Commercial Law Act 2017, or other mandatory NZ consumer protection legislation.

25. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

26. Entire Agreement

These Terms, together with the Privacy Policy and any additional terms for specific Services (such as the Agent Portal terms in Section 12), constitute the entire agreement between you and Innora Property regarding your use of the Platform. They supersede all prior agreements, communications, and proposals, whether written or oral.

27. Changes to Terms

We may modify these Terms at any time. Material changes will be communicated via Platform notification or email at least 30 days before taking effect. Non-material changes (clarifications, formatting) may be made without prior notice.

Continued use of the Platform after the effective date of changes constitutes acceptance. If you disagree with material changes, you may cancel your subscription and request data export before the changes take effect.

28. Contact