# Terms of Service

**Last Updated: 19 April 2026**

## 1. Introduction and Acceptance

Welcome to Scribed ("Scribed," "the Platform," or "the Service"). Scribed is an AI-powered mortgage documentation platform owned and operated by Scribed AI Limited ("Company," "we," "us," or "our"), a New Zealand registered company. By creating a Scribed user account, accessing, or using the Platform in any way, you ("you" or "your") agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and the Company governing your access to and use of Scribed. If you do not agree to any part of these Terms, you must not register for or use Scribed.

**Professional Use and Authority.** Scribed is designed exclusively for use by licensed financial advisers, mortgage advisers, and authorised representatives operating in a professional capacity. If you are using Scribed on behalf of a company, financial advisory practice, or other legal entity ("Organisation"):

(a) You represent and warrant that you have the authority to bind that Organisation to these Terms and to use Scribed on its behalf.

(b) Each individual within your Organisation who accesses Scribed must hold their own separate user account. Sharing of login credentials between individuals is strictly prohibited.

(c) If the Organisation you represent does not agree to these Terms, or if you lack the authority to accept them, you must not register for or use Scribed.

**Definitions.** In these Terms: "Scribed" refers to the web-based AI documentation platform, including all features, tools, and services made available through your subscription. A "User Account" is the individual account registered to a single user. "Customer Data" means all data, documents, content, and materials you upload, input, or store within Scribed. "Outputs" means all documents, reports, analyses, and other content generated by the Platform based on your inputs. Other capitalised terms are defined in context throughout these Terms.

## 2. User Accounts and Eligibility

To access Scribed, you must register a User Account.

**Eligibility.** You must be at least 18 years of age and legally capable of entering into a binding agreement. Scribed is offered exclusively for professional and business use — it is not intended for personal, domestic, or household purposes. By registering, you confirm that you are acquiring and using the Service for business purposes in connection with providing financial or mortgage advisory services. To the maximum extent permitted by law, you acknowledge and agree that the New Zealand Consumer Guarantees Act 1993 does not apply to your use of Scribed.

**Account Information.** When creating an account, you agree to provide accurate, truthful, and complete information (including your full name, business email address, and Financial Service Provider number where applicable) and to keep this information current. You must not register using false identities, aliases, or disposable email addresses.

**Account Security.** You are solely responsible for maintaining the confidentiality of your login credentials. You must not disclose your password or allow any other person to access Scribed through your account. You are responsible for all activity that occurs under your account. If you become aware of any unauthorised access or security breach involving your account, you must notify us immediately at support@scribed.co.nz.

**No Account Sharing.** Each Scribed account is intended for use by a single individual adviser. We strongly discourage multiple people sharing the same account. Scribed contains sensitive client information, loan details, and adviser-specific recommendations — sharing an account between individuals creates serious risks of conflict of interest and privacy breaches. Each adviser who uses Scribed must hold their own separate account to ensure the confidentiality of their clients' data and to maintain a clear audit trail of document generation activity. We reserve the right to suspend or terminate any account where we reasonably believe it is being shared between multiple individuals.

**Account Restrictions.** We reserve the right to refuse registration, suspend, or terminate any account that violates these Terms or where we reasonably determine that such action is necessary to comply with applicable law or to protect the integrity and security of the Platform and its users.

## 3. Subscription Plans, Fees, and Payment

### 3.1 Plans and Free Trial

Scribed offers a subscription-based service. Current plan details and pricing are published on our website and may be updated from time to time. Changes to pricing will not affect your subscription until the commencement of your next billing period, and we will provide reasonable advance notice of any material pricing changes.

New users are offered a 7-day free trial to evaluate Scribed. During the trial period, you will have full, unrestricted access to all features of the Platform. The Service is provided on an "as is" basis during the trial. Upon expiry of the trial period, your access to all Platform features will be suspended until you subscribe to a paid plan. Your data will be retained for a reasonable period following trial expiry, but you will not be able to generate documents, access tools, or use any features until a subscription is active. Free trials are limited to one per individual or Organisation. We reserve the right to modify, limit, or discontinue the free trial at any time, and we may terminate a trial if we detect abuse, including the use of multiple accounts or disposable email addresses.

### 3.2 Subscription Fees and Payment

**Fees.** By subscribing to a paid Scribed plan, you agree to pay the subscription fees applicable to your selected plan. All fees are stated in New Zealand Dollars (NZD) and are inclusive of Goods and Services Tax (GST).

**Payment Method.** You must provide a valid payment method (such as a credit or debit card) when subscribing. You authorise us (and our designated payment processor) to charge your payment method for the applicable subscription fees according to the billing schedule of your plan.

**Billing Cycle.** Subscription fees are charged in advance at the commencement of each billing period (monthly or annually, depending on your selected plan). Charges will recur automatically on each renewal date until your subscription is cancelled. For example, if your monthly subscription commences on the 10th of the month, your payment method will be charged on the 10th of each subsequent month.

**Payment Processing.** We use third-party payment processors (such as Stripe) to handle payment transactions securely. We do not store your full card number or CVV. By providing payment information, you agree to the payment processor's applicable terms of service. We are not responsible for errors, security incidents, or additional charges imposed by the payment processor that are outside our reasonable control.

**Failed Payments.** If we are unable to charge your payment method for any reason, we will attempt to notify you and request that you update your payment details. Failure to remedy payment issues promptly may result in suspension or termination of your access to the Service.

### 3.3 Team Plan Eligibility

The Scribed Team plan is available exclusively to advisers who operate under the same Financial Advice Provider (FAP). All adviser seats on a Team plan must belong to individuals who are employed by, contracted to, or otherwise formally authorised to provide advice under the same FAP. The Team plan may not be used to share costs between unaffiliated individuals, advisers operating under different FAPs, or persons who do not share a genuine professional relationship within the same advisory practice. We reserve the right to verify FAP affiliation and to downgrade, suspend, or terminate any Team plan where we reasonably determine that the eligibility criteria are not met.

### 3.3 Subscription Term and Renewal

**Auto-Renewal.** Your subscription will automatically renew at the end of each billing period for a successive period of the same length unless you cancel before the renewal date. We will charge your payment method on the renewal date for the upcoming period's fees.

**Cancellation.** To prevent renewal, you must cancel your subscription before the next billing date. Cancellation will take effect at the end of your current paid period — you will retain access to Scribed until then. We do not provide pro-rated refunds for unused portions of a billing period.

**Plan Changes.** We reserve the right to modify or discontinue subscription offerings or adjust pricing. Such changes will not apply to your current billing period and we will provide advance notice of material changes. If you are dissatisfied with a material change to your plan, you may cancel your subscription before the change takes effect.

### 3.4 No Refunds

If you cancel your subscription for convenience or if we terminate your account due to a breach of these Terms, no refund will be provided for any prepaid fees covering the remainder of your current billing period. Any unpaid fees for the current period will become immediately due and payable upon termination.

## 4. Licence and Access Rights

### 4.1 Grant of Licence

Subject to your compliance with these Terms and timely payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use Scribed during your active subscription for your internal professional purposes. This includes using the Platform to generate mortgage documentation, analyse client financial data, and produce advisory reports in connection with your financial advisory practice. All rights not expressly granted are reserved by the Company.

### 4.2 Conditions of Use

Your licence to use Scribed is subject to the following conditions:

(a) **Authorised Users.** Only you, as the registered account holder, may access Scribed under your account. You must not permit any unauthorised person — including clients, colleagues without their own accounts, or other third parties — to access or use the Platform through your credentials.

(b) **No Transfer or Sublicensing.** Your right to use Scribed is personal to you and may not be rented, leased, sold, transferred, assigned, or sublicensed to any other individual or entity.

(c) **No Reverse Engineering.** You may not modify, adapt, decompile, disassemble, or reverse engineer any part of the Scribed platform or its underlying software, except to the limited extent expressly permitted by applicable law.

(d) **No Security Testing.** You must not conduct penetration testing, vulnerability scanning, or any form of security testing on Scribed's systems without our prior written consent.

(e) **Intended Use Only.** You may use Scribed only for its intended purpose of generating and managing mortgage advisory documentation. We reserve the right to impose reasonable usage limits to maintain service performance and prevent abuse.

Your rights under this licence terminate immediately upon any breach of these Terms, at which point you must cease all use of the Service.

## 5. Acceptable Use

You agree to use Scribed responsibly, lawfully, and in accordance with all applicable laws and regulations. You must not, and must not permit or assist any third party to, engage in any of the following:

(a) Use Scribed for any unlawful purpose or in connection with any criminal activity, including fraud, money laundering, or the financing of terrorism.

(b) Upload, input, or transmit any content that infringes the intellectual property rights of any third party.

(c) Use the Platform to generate content that is misleading, deceptive, defamatory, obscene, or harmful.

(d) Attempt to gain unauthorised access to any part of Scribed, its infrastructure, or the accounts of other users.

(e) Use Scribed to develop, enhance, or contribute to any product or service that competes with Scribed.

(f) Scrape, harvest, or extract data from the Platform through automated means (including bots, crawlers, or scripts) without our prior written consent.

(g) Interfere with or disrupt the operation of Scribed, including by introducing malicious code, overloading infrastructure, or conducting denial-of-service attacks.

(h) Share your account credentials or allow any other person to access Scribed using your login.

(i) Resell, distribute, or commercially exploit access to Scribed or its Outputs to any third party, except for the legitimate delivery of Outputs to your own clients in the ordinary course of your advisory practice.

(j) Upload highly sensitive personal data (such as health records or payment card details) unless strictly necessary for your advisory work and permitted under applicable privacy law.

This list is not exhaustive. We reserve the right to investigate suspected misuse and to take enforcement action, including removal of content, suspension, or termination of your account, with or without notice. Serious violations may be referred to the appropriate authorities.

## 6. Service Availability and Changes

We endeavour to maintain Scribed's availability at all times, but the Service is provided on an "as available" basis. We do not guarantee uninterrupted or error-free access.

**Maintenance and Downtime.** From time to time, the Platform may be temporarily unavailable for scheduled maintenance, upgrades, or emergency repairs. Where practicable, we will provide advance notice of planned maintenance. We reserve the right to perform emergency maintenance without notice where necessary to protect the security or integrity of the Platform.

**Third-Party Dependencies.** Scribed relies on third-party cloud infrastructure and AI services. Certain aspects of the Platform's availability and performance may be affected by factors outside our direct control. We are not responsible for downtime or service degradation caused by third-party infrastructure failures.

**Service Evolution.** We continuously develop and improve Scribed and may add, modify, or retire features at any time. We will endeavour to notify you of material changes, particularly where features you rely on are being deprecated. If we discontinue the Service entirely, we will provide advance notice and refund any prepaid fees for periods following discontinuation.

**No Guaranteed Results.** While Scribed is designed to streamline mortgage documentation and improve adviser productivity, we make no guarantee that any particular feature or output will meet your specific requirements or achieve any particular result. You are solely responsible for reviewing and verifying all Outputs and for any professional decisions made based on them.

## 7. Intellectual Property Rights

### 7.1 Our Intellectual Property

As between you and us, the Company retains all right, title, and interest in Scribed, including its software, algorithms, user interface designs, branding, trade marks (including the "Scribed" name and logo), and all related intellectual property. Your use of Scribed does not transfer any ownership rights to you. You are granted only the limited licence described in Section 4 and have no other rights in our technology or brand.

If you provide feedback, suggestions, or ideas regarding Scribed, you acknowledge that we may use and incorporate such feedback without any obligation or compensation to you. You assign to us all rights in any feedback you provide, and to the extent such assignment is not effective, you grant us a perpetual, irrevocable, royalty-free licence to use it.

You must not use our trade name, logo, or brand elements without our prior written consent.

### 7.2 Your Data and Content

All data, documents, and materials that you upload, input, or store within Scribed remain your property. We do not claim ownership of your Customer Data.

By uploading Customer Data, you grant us a worldwide, non-exclusive, royalty-free licence to use, process, transmit, and store that data solely for the purpose of providing the Service to you. We will not use your Customer Data for marketing purposes or to develop services in a manner that reveals your confidential information, except with your express consent.

You represent and warrant that you have all necessary rights and permissions to provide Customer Data to Scribed, and that our processing of it will not violate any applicable law or infringe the rights of any third party.

### 7.3 Ownership of Outputs

Documents, reports, analyses, and other content generated by Scribed based on your inputs are considered part of your Customer Data. You own the Outputs and may use, reproduce, modify, and distribute them for your lawful business purposes. It is your responsibility to review all Outputs for accuracy and appropriateness before use (see Section 9).

If any Output incorporates our proprietary templates, formatting, or document structures, we grant you a licence to use those elements as part of the Output, but you may not separately extract or reuse our proprietary templates outside of the Outputs.

## 8. Data Security and Privacy

### 8.1 Privacy Law Compliance

Scribed AI Limited is based in New Zealand and complies with the New Zealand Privacy Act 2020 and all other applicable data protection legislation. Our Privacy Policy, available on our website, explains in detail how we collect, use, and protect personal information. By using Scribed, you acknowledge that you have read our Privacy Policy and consent to the processing of personal data as described therein.

If you upload personal data of third parties (such as your clients' financial information) into Scribed, you are responsible for having a lawful basis to do so and for obtaining any necessary consents. You must comply with all applicable privacy laws in respect of any personal data you provide to us.

### 8.2 Security Measures

We implement administrative, physical, and technical safeguards to protect Customer Data, including encryption of data in transit and at rest, access controls, and regular security assessments. However, no method of electronic transmission or storage is completely secure, and we cannot guarantee absolute security. You acknowledge this inherent risk and agree to exercise appropriate discretion when uploading sensitive data.

### 8.3 No Use for AI Training

We do not use your Customer Data to train or improve third-party AI models. Your data is processed solely for the purpose of generating your requested Outputs and is not shared with, sold to, or used by any third party for model training or any unrelated purpose. Third-party AI providers we utilise may temporarily retain data for abuse monitoring purposes in accordance with their policies, but will not use your data to train their publicly available models.

### 8.4 Data Retention and Backup

You are responsible for maintaining your own backups of critical business records. While we implement backup procedures for disaster recovery, we cannot guarantee that backups will be available for every piece of data in all circumstances. To the fullest extent permitted by law, we shall not be liable for any loss or corruption of data stored within Scribed.

Upon termination of your account, we will delete Customer Data in accordance with our retention policy. We generally remove user-uploaded content from active systems promptly after account closure, with complete deletion occurring within a reasonable period thereafter, except where retention is required by law. If you require an export of your data before termination, please contact us and we will use reasonable efforts to assist.

### 8.5 Aggregated and Anonymised Data

We may collect and use aggregated and anonymised usage data (such as platform performance metrics and feature usage statistics) to improve Scribed and for internal business analytics. Such data will not identify you or any individual and will not be considered Customer Data.

## 9. AI-Generated Content and Disclaimers

A core function of Scribed is the use of artificial intelligence to generate mortgage documentation, including credit memorandums, statements of advice, nature and scope documents, expense analyses, and other advisory materials. The following terms apply to all AI-generated features of the Platform:

### 9.1 Acknowledgement of AI Limitations

(a) **Accuracy.** You acknowledge that AI-generated content may contain errors, inaccuracies, omissions, or biased language. AI outputs may appear confident or authoritative even when incorrect. You must independently verify all material facts, figures, and advice contained in any Output before relying on it or presenting it to clients or lenders.

(b) **Third-Party AI Providers.** Scribed's AI capabilities are powered in part by third-party AI models and services. We select providers that maintain high standards of performance and security, but we cannot guarantee their output quality or availability. We are not responsible for the acts, omissions, or failures of these third-party providers.

(c) **Data Transmission.** To generate Outputs, Scribed transmits your input data to third-party AI services for processing. By using AI features, you consent to this transmission. Data is encrypted in transit and our providers are contractually restricted from using your data for any purpose other than generating the requested Output.

(d) **Regulatory Uncertainty.** The legal and regulatory landscape surrounding AI-generated content is evolving. You accept the associated risks of using AI-generated materials in a regulated industry and are responsible for ensuring that your use of Outputs complies with all applicable laws and regulatory requirements, including those of the Financial Markets Authority and any applicable code of conduct.

### 9.2 Your Responsibility

(e) **Professional Judgement.** Scribed is a tool to assist you — it does not replace your professional judgement or your obligations as a licensed financial adviser. You are solely responsible for reviewing, editing, and approving all Outputs before they are used, distributed, or relied upon. You must ensure that all advice given to your clients is appropriate, accurate, and compliant with your regulatory obligations.

(f) **Outputs Provided "As Is."** All AI-generated content is provided "as is" without warranty of any kind. We disclaim all express or implied warranties regarding Outputs, including warranties of accuracy, completeness, suitability, non-infringement, or fitness for a particular purpose.

(g) **Your Content, Your Responsibility.** You are solely responsible for any content you input into Scribed and for any use you make of the resulting Outputs. If an AI-generated document contains an error and you provide it to a client or lender without correction, the responsibility lies with you, not with Scribed.

### 9.3 Limitation of Liability for AI Features

You agree that Scribed, its directors, officers, employees, and agents will not be liable for any loss, damage, cost, or expense arising from your use of AI-generated content or features. You agree to indemnify and hold us harmless from any claims, liabilities, or losses arising out of or related to your use of AI-generated Outputs.

## 10. Termination and Suspension

### 10.1 Termination by You

You may terminate your account at any time by cancelling your subscription through your account settings or by contacting us at support@scribed.co.nz. Cancellation will take effect at the end of your current paid billing period. We recommend that you export any data you wish to retain before your access ends.

### 10.2 Termination by Us

We may suspend or terminate your account immediately upon written notice if: (a) you materially breach these Terms and fail to remedy the breach within 14 days of receiving notice (where the breach is capable of remedy); (b) you breach the Acceptable Use provisions in Section 5 or the AI usage provisions in Section 9; (c) you fail to pay fees when due; or (d) we reasonably believe that continued access poses a risk to the security or integrity of the Platform or other users. We may also terminate the Agreement for convenience by providing you with at least 30 days' notice.

### 10.3 Effects of Termination

Upon termination: (a) all rights and licences granted to you under these Terms cease immediately and you must stop using Scribed; (b) your access to the Platform, including stored Customer Data, will be disabled; (c) any outstanding fees become immediately due and payable; (d) we will delete Customer Data in accordance with Section 8.4. Upon written request made within 10 days of termination, we will use reasonable efforts to provide you with an export of your data, provided all fees are paid in full. Provisions of these Terms that by their nature should survive termination (including limitations of liability, indemnities, and intellectual property provisions) will continue in effect.

## 11. Limitation of Liability

### 11.1 Exclusion of Indirect Damages

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, special, incidental, consequential, or punitive damages arising out of or in connection with these Terms or the use of Scribed. This exclusion applies to, without limitation, damages for lost profits or revenue, lost business opportunities, loss or corruption of data, business interruption, or the cost of procuring substitute services, regardless of whether such damages were foreseeable or whether the party has been advised of their possibility.

### 11.2 Liability Cap

Each party's total cumulative liability for all claims arising under or in connection with these Terms will not exceed the total amount of subscription fees paid by you in the twelve (12) months immediately preceding the event giving rise to the claim. If you are using Scribed on a free trial or have not paid any fees, our maximum aggregate liability shall not exceed NZD $100.

### 11.3 Service Provided "As Is"

Scribed is provided "as is" and "as available." Except as expressly stated in these Terms, we make no representations or warranties of any kind, whether express, implied, or statutory, regarding the Platform. We expressly disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. You acknowledge that AI-generated content carries inherent risks of error and that you use the Platform and its Outputs at your own risk.

### 11.4 Third-Party Services

Where Scribed provides links to or integrations with third-party services (including payment processors, AI providers, or external tools), those services are outside our control. We do not endorse or accept responsibility for any third-party service. Your use of such services is governed by the third party's own terms and policies.

### 11.5 Force Majeure

Neither party will be liable for delays or failures in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, civil unrest, telecommunications failures, or downtime of third-party cloud infrastructure. Payment obligations are excluded from this provision.

### 11.6 Exceptions

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence or wilful misconduct; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by law. The liability limitations in this section do not apply to your obligation to pay fees, your liability for infringement of our intellectual property, or your indemnification obligations.

## 12. Changes to These Terms

We may update these Terms from time to time as our business and the regulatory environment evolve. For material changes, we will provide at least 30 days' advance notice by email or through the Platform before the updated Terms take effect. If you object to any material change, you may cancel your subscription before the change becomes effective. Continued use of Scribed after the effective date of updated Terms constitutes your acceptance of those changes.

For minor amendments that do not materially affect your rights (such as clarifications or corrections), we may update the Terms by posting the revised version on our website, effective immediately or on the stated date. The "Last Updated" date at the top of these Terms will reflect the most recent revision.

## 13. Governing Law and Dispute Resolution

### 13.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or your use of Scribed will be governed by and construed in accordance with the laws of New Zealand.

### 13.2 Jurisdiction

The parties submit to the non-exclusive jurisdiction of the courts of New Zealand for the resolution of any disputes arising under these Terms.

### 13.3 Good Faith Resolution

Before commencing any formal legal proceedings, both parties agree to attempt to resolve any dispute in good faith through direct discussion. Either party may initiate this process by providing written notice to the other. If the dispute cannot be resolved within 30 days of such notice, either party may pursue formal legal remedies. Nothing in this section prevents either party from seeking urgent injunctive relief to prevent irreparable harm.

## 14. General Provisions

### 14.1 Entire Agreement

These Terms, together with our Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and Scribed AI Limited regarding the use of Scribed and supersede all prior agreements, representations, or understandings relating to its subject matter.

### 14.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will continue in full force and effect.

### 14.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision. Any waiver must be in writing to be effective.

### 14.4 Assignment

You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of our assets, and will notify you of any such transfer.

### 14.5 Relationship of Parties

These Terms do not create any partnership, joint venture, employment, agency, or fiduciary relationship between you and us. Each party is an independent contractor.

### 14.6 No Third-Party Beneficiaries

These Terms are for the benefit of you and us only. No third party has any right to enforce any provision of these Terms.

### 14.7 Notices

We may send notices to you by email to the address associated with your Scribed account or through in-app notifications. You may contact us at support@scribed.co.nz for any questions, support requests, or formal notices.

### 14.8 Language

These Terms are written in English. In the event of any conflict between an English version and any translation, the English version shall prevail.

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By creating a Scribed account or using the Platform, you confirm that you have read, understood, and agreed to these Terms of Service.

**Scribed AI Limited**
support@scribed.co.nz