Dendra terms of service.

1. Who these terms are between

1.1 These terms are between ShiftCurve Limited (company number 9419912, NZBN 9429053587725), trading as Dendra ("we", "us"), and the business that signs up to use Dendra ("you", "your firm").

1.2 The person who accepts these terms confirms they are authorised to bind your firm.

1.3 Dendra is for businesses. By accepting these terms you confirm your firm is acquiring Dendra for the purposes of a business.

2. The service

2.1 Dendra is an email-based planning document assistant. Your planners send Dendra briefs and related material by email. Dendra prepares draft documents, such as pre-assessments, responses to council, options memos, draft assessment of environmental effects (AEE) sections and cover letters, and returns them as Google Docs. Your planners can reply with questions or corrections and Dendra revises the draft.

2.2 Dendra does not send anything to your clients or to councils, and does not lodge applications.

2.3 Dendra uses artificial intelligence. Drafts can contain errors, omissions or out-of-date references, including references to plans, rules and case law.

2.4 We may change and improve Dendra over time. We will not make a change that materially reduces the core service during a paid billing month without telling you first.

3. You stay professionally responsible

3.1 Dendra prepares drafts. Your planners are responsible for checking every draft, for the professional advice your firm gives, and for anything your firm sends to a client, council or anyone else.

3.2 You must not send or rely on a Dendra draft without a qualified planner reviewing it.

3.3 Dendra does not provide planning, legal or other professional advice to you or your clients.

4. Your account

4.1 Your firm is set up by email. Your planners' email addresses identify them. You are responsible for who your firm adds as a planner and for keeping your email accounts secure.

4.2 Your firm must name at least one lead planner. We act on account instructions (adding or removing planners, changing plans, opting out of shared learning, cancelling) from a lead planner.

4.3 You must tell us promptly if you think someone has used Dendra through your firm's account without permission.

5. Fees and billing

5.1 Plans. The plans and prices are set out at dendra.co.nz/pricing on the date you sign up. At the date of these terms:

• Solo planner (1 planner): list price $1,250 a month, including 4 AEEs a month and unlimited pre-assessments and council replies.
• Practice (2 to 5 planners): list price $3,500 a month, including 15 AEEs a month and unlimited pre-assessments and council replies.

5.2 Founding partner discount. The first 10 firms to sign up as founding partners receive 40% off the list price for 24 months from their first payment (Solo $750 a month, Practice $2,100 a month). From month 25 the list price applies automatically.

5.3 GST. All prices exclude GST. GST is added where it applies.

5.4 Billing. Plans are billed monthly in advance through Stripe, in New Zealand dollars, by card or another method Stripe offers. You authorise us to charge your nominated payment method each month. Stripe emails a tax invoice each month.

5.5 What counts as an AEE. One AEE is counted when Dendra delivers the first complete AEE draft for a job. A job is one application for one site. Revisions to that draft are free. A different application for the same site is a new job. An AEE is not counted if:

• the job is abandoned before Dendra delivers a first complete draft;
• the draft fails Dendra's own quality checks or carries an unresolved blocking issue; or
• a planner tells us within 7 days of delivery, with a reason, that the draft was not usable. We may review repeated use of this credit.

Whether your client proceeds, pays or lodges does not affect the count. AEEs are counted in the calendar month Dendra delivers them. Included AEEs do not roll over to the next month.

5.6 Extra AEEs. AEEs beyond your plan's monthly allowance are charged at the rate shown on the pricing page (from $250 each at the date of these terms) and added to your next monthly invoice.

5.7 Late or failed payment. If a payment fails, Stripe will retry and we will email your lead planner. If payment is still outstanding 14 days after it was due, we may pause the service until it is paid.

5.8 Price changes. We may change list prices or plans by giving you at least 30 days' notice by email. Changes do not affect the founding partner discount during its 24 months.

6. 90-day money-back guarantee

6.1 If you tell us by email within 90 days of your firm's first payment that you want to stop, we will refund the fees you have paid in full and end your subscription. You do not need to give a reason.

6.2 The guarantee applies once per firm, to its first subscription.

6.3 Refunds are made through Stripe to the original payment method.

7. Your material and our learning licence

7.1 You own your material. Your firm owns the material it sends to Dendra and the drafts Dendra prepares for it ("Your Material"). You give us a licence to use Your Material only to provide Dendra to your firm, and as set out in clause 7.3.

7.2 Your firm's learning. Dendra learns from your planners' edits so its drafts fit your firm's practice. That learning is used only for your firm.

7.3 Shared lessons licence. Unless your firm has opted out under clause 7.5, you give us a non-exclusive, perpetual, royalty-free licence to derive de-identified lessons from your planners' edits and from job outcomes (for example, council requests for further information and decisions), and to use those lessons to improve drafts for other Dendra customers. A lesson:

• must be general to a rule, zone or topic, never to a particular site, job or client;
• is automatically checked for names, addresses, legal descriptions, consent numbers and job references, and reviewed by a person, before it is used for any other firm; and
• never identifies which firm contributed it.

7.4 No training. We do not use Your Material, or lessons derived from it, to train or fine-tune AI models. Lessons are looked up and supplied to the model when a draft is prepared.

7.5 Opting out. A lead planner can opt your firm out of contributing lessons at any time by email. From then on we will not derive new shared lessons from your firm's edits. Your firm keeps its own firm-level learning, but stops receiving shared lessons from other firms. Opting out does not change your fees.

7.6 Lessons already contributed. Shared lessons derived before you opt out or leave remain in use, because they contain no information that identifies your firm or anyone else. We remove your firm's evidence from the records supporting those lessons; a lesson that no longer meets our quality threshold without it is switched off.

7.7 Planner records. To decide which lessons to trust, Dendra keeps a record of how planners' edits hold up. This is personal information about the planner. Each planner can see their own record and ask for it to be corrected.

7.8 Our property. We own Dendra, its software, its rule library, the shared lessons and everything else we provide, other than Your Material.

8. Privacy and where data is held

8.1 We handle personal information in line with the Privacy Act 2020 and our privacy policy at dendra.co.nz/privacy.

8.2 Your Material often contains personal information about your clients and others. You control that information. We hold and process it on your firm's behalf, only to provide Dendra and as set out in clause 7.

8.3 Where it goes. To provide Dendra, Your Material is:

• processed by Anthropic's AI API (United States);
• stored in Google Workspace (Gmail, Drive and Docs), in Google's data centres, which may be outside New Zealand;
• stored in a Supabase database hosted in Sydney, Australia.

Payments are processed by Stripe. We use providers that are bound by contract to protect information, and we remain responsible to you for them.

8.4 You confirm that you are entitled to send Your Material to Dendra for these purposes, including its processing outside New Zealand, and that you have given any notices to your clients that the law requires.

8.5 Isolation. We keep each firm's material separate from every other firm's. No other customer can see Your Material.

8.6 Breaches. If we become aware of a privacy breach affecting Your Material, we will tell you promptly and work with you on any notification the Privacy Act requires.

9. Confidentiality

9.1 Each party will keep the other's confidential information confidential and use it only for the purposes of these terms. Your Material is your confidential information.

9.2 This does not apply to information that is public (other than through a breach of these terms), that the receiving party already had or independently developed, or that must be disclosed by law, in which case the disclosing party will, where it lawfully can, tell the other first.

9.3 Our service providers may access confidential information only as needed to provide Dendra, under obligations of confidence.

10. Acceptable use

10.1 You must not use Dendra to break the law, to infringe anyone's rights, or to process material you are not entitled to share.

10.2 You must not try to access another firm's material, reverse engineer Dendra, or resell or share access to Dendra outside your firm.

11. Availability and support

11.1 We aim to keep Dendra available and to deliver drafts promptly, but we do not guarantee uninterrupted service or delivery times. Dendra depends on third-party services (including email, Google Workspace and the AI provider).

11.2 Support is by email.

12. Liability

12.1 Our total liability to you under or in connection with these terms, in contract, tort (including negligence) or otherwise, is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

12.2 We are not liable for any loss of profit, revenue, business, clients or goodwill, or for any indirect or consequential loss.

12.3 We are not liable for any loss arising from a draft being sent, relied on or lodged, or from advice given to a client, since these are your planners' professional responsibility under clause 3.

12.4 Nothing in these terms limits liability that cannot be limited by law, or liability for fraud.

12.5 You are responsible for, and will cover us for, claims by third parties (including your clients) arising from Your Material or from your firm's use of Dendra's drafts, except to the extent caused by our breach of clauses 8 or 9.

13. Cancelling, ending and your data

13.1 You can cancel any time by email from a lead planner. Cancellation takes effect at the end of your current billing month. You can use Dendra until then and will not be charged again. Outside the 90-day guarantee, we do not refund part-months.

13.2 We can end or suspend your access if you materially breach these terms and do not fix the breach within 14 days of our notice, or immediately if you breach clause 10 or become insolvent. We can also end these terms for any reason on 60 days' notice, refunding any fees paid for the period after the end date.

13.3 Export. Before your access ends, or within 30 days after, a lead planner can ask us to export Your Material. Your drafts are already Google Docs your firm can keep.

13.4 Deletion. We delete Your Material from our systems within 30 days after your access ends, or earlier on request, except where the law requires us to keep records (for example, billing records for tax). Clause 7.6 applies to shared lessons.

13.5 Clauses 3, 7.6, 7.8, 9, 12, 13.3, 13.4 and 16 continue after these terms end.

14. Consumer law

14.1 You are acquiring Dendra in trade. To the extent the law allows, the parties agree that the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply, and that it is fair and reasonable for the parties to be bound by this clause.

15. Changes to these terms

15.1 We may update these terms by giving at least 30 days' notice by email to your lead planner. If you do not agree to the change, you can cancel before it takes effect under clause 13.1. Continuing to use Dendra after the change takes effect means you accept it.

15.2 Each version is dated and we keep a record of which version your firm accepted.

16. General

16.1 These terms are governed by New Zealand law. The New Zealand courts have exclusive jurisdiction.

16.2 These terms, the pricing page and the privacy policy are the whole agreement between us about Dendra.

16.3 Notices are given by email: to us at pranil@dendra.co.nz, and to you at your lead planner's email address.

16.4 Neither party may transfer these terms without the other's consent, except that we may transfer them to a successor to the Dendra business on notice to you.

16.5 Neither party is liable for a delay or failure caused by events outside its reasonable control.

16.6 If any part of these terms is unenforceable, the rest continues to apply.

About this version

Version 1.0, effective 26 September 2026. We keep a record of which version each firm accepted. Questions: pranil@dendra.co.nz.

SHA-256 of the terms text: 4af26bd032b0407b8c4158577d29b2052dc3be040ea0665a6220b64cbdb281b8