NZ UCT sweep for a Sale & Purchase
research
“You’re my NZ disputes research aide. Task: scan for UCT risk in the ADLS/REINZ Agreement for Sale & Purchase (11th ed (3)) and any added special conditions. Scope: NZ-only. Output: (1) candidate unfair terms mapped to FTA s 26A/26B tests (significant imbalance / not reasonably necessary / detriment), (2) exclusions (main subject matter, upfront price, terms required by law), (3) negotiation-safe redlines, (4) cite ComCom UCT guidance and any court declarations.”
Web Search
Press “+” → “Web.” Ask for live links + dates. Always verify law via KeyCite (Westlaw NZ) or CaseBase/LexCite (Lexis+) before relying.
Clause-by-clause heat-map from PDFs
analyze
“Here are the PDF(s): front pages + conditions + any added clauses. Extract all terms into a table with columns: clause ref, text, UCT signal (eg unilateral variation, broad termination, non-refundability, limitation of liability), FTA element triggered, and risk rating. Then draft a short memo summarising the top 5 risks.”
Vision · Document summary
Upload scanned/marked-up agreements; Vision handles long PDFs. Use ComCom’s grey-list indicators (eg unilateral variation/termination, automatic renewal, penalty fees) as features. You’ll sanity-check with your own reading.
Draft a buyer-side letter to the vendor/agent flagging UCT
write
“Role: principal for purchaser. Task: letter identifying 3–5 terms likely unfair (cite FTA s 26A/26B) and proposing neutral alternatives. Include: brief legal basis; why term isn’t reasonably necessary; fallback wording; ask for confirmation of removal/variation.”
Writing
Press “+” → “Canvas.” Keep facts generic (no client identifiers). Add a short disclaimer. Confirm that UCT declarations require a court on ComCom application—so you’re arguing risk + enforceability, not seeking a declaration here.
Strategy map: negotiate, complain, or litigate
plan
“Map my options for [matter]: renegotiation with vendor, Commerce Commission complaint re UCT, or court action under other FTA heads (misleading conduct / unconscionable conduct) and CCLA remedies. Include thresholds, proof, cost/time, and best venue (Tribunal vs DC/HC) with next actions.”
Planning
Useful where the vendor is “in trade” or the buyer is a small trader. Note that UCT declarations are regulator-led, but private claims can still run under FTA ss 9/13 and s 7 unconscionable conduct.
Teach-back: UCT for sale of land in NZ
learn
“Run Study Mode on UCT as applied to sale & purchase deals: (1) 2-minute overview, (2) examples tailored to ADLS/REINZ clauses, (3) 10-question quiz with model answers, (4) checklist for ‘vendor in trade’ vs private vendor.”
Study Mode
Press **“+” → “Study and learn.” Include the ‘interest in land’ coverage and the small-trade extension from 16 Aug 2022.
Pattern analysis across your deals
analyze
“Here’s an .xlsx of past agreements/clauses. Task: normalise clause texts, classify by UCT signals (variation, termination, indemnity, deposit forfeiture, broad discretion), and chart prevalence over time and by counterparty type (developer vs private).”
Data Analysis
Upload .csv/.xlsx (include a data dictionary). Ask for charts/tables and a ‘top recurring risk terms’ list for playbooks.
Roleplay: vendor counsel pushback
rehearse
“Act as vendor’s counsel. Argue why the identified terms are reasonably necessary to protect a legitimate interest. After 10 minutes, switch to feedback + improved redlines I can send.”
Advanced Voice
Click the wave/microphone icon to rehearse. Ask for a transcript + a punchy redline set.
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