Contract – Nxt7a × Te Roroa Term Sheet (A4, AU law, Binding) ← All deliverables
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Earth Intelligence – Generational Impact
Pilot & Platform Engagement · Term Sheet Binding · Confidential · Version 2 · May 2026

Nxt7a × Te Roroa

The binding terms of a structured two-phase pilot and post-pilot program between the Platform Provider and Pilot Partner. Anchored on iwi data sovereignty and the first real-world functionalisation of Traditional Knowledge and Biocultural labels inside an AI-powered data system.

1 · Parties

Platform Provider
Nxt7a
Represented by: Mike Welling & Tino Ho
Pilot Partner
Te Roroa Iwi Trust
Represented by: Tahoe
Effective Date
[Date to be inserted upon execution]

2 · Purpose & Objectives

This term sheet sets out the binding terms under which the Platform Provider and Te Roroa agree to engage in a structured two-phase pilot and post-pilot program. The overarching purpose is to demonstrate the practical application of the platform in a live, real-world Indigenous land management context, assess its viability and commercial value to Te Roroa, and – if the pilot is successful – transition to an ongoing platform engagement.

A core principle of this engagement is data sovereignty: Te Roroa retains full control over its privately contributed data, determining what is shared, with whom, and on what terms, at all times.

Objective 1 – Demonstrate & assess
Validate the platform in a live setting using Te Roroa's landscape and data context. Assess whether the platform delivers practical, community-relevant value and whether the commercial terms are acceptable.
Objective 2 – Ongoing engagement
If the pilot review is successful, transition to ongoing platform use and explore additional value pathways – including biodiversity credit generation – on agreed commercial terms.

3 · Use Case

Framework: When [trigger], [actor] uses [product] to [action], so that [outcome].

When a management decision requires action – whether responding to a new field data signal, directing daily ranger activity, or preparing evidence for a reporting cycle – a Te Roroa land management officer uses the platform to bring together all relevant geospatial and field data in one governed environment, run analysis against it, and surface clear recommendations for on-the-ground intervention, so that Kauri Ora can direct its field force to the highest-priority areas and demonstrate, under iwi data sovereignty, that its programme of interventions against Phytophthora (PA) and associated threats is purposeful and evidence-based.

Actor
Te Roroa land management officer – the person directing rangers and making operational management decisions day-to-day.
Trigger – two modes
1. Ad hoc / case-by-case: a ranger spots something in the field, a new data signal appears, or a hotspot requires immediate diagnosis and resource redirection.
2. Ongoing / BAU: routine baseline monitoring and periodic reporting to whānau, board, or funders on the efficacy of the intervention programme.
Action
Integrate Te Roroa's own field and ecological data (field observations, soil sampling, Phytophthora infection sites, feral pig surveys, water course data) alongside open-source geospatial datasets provided by the Nxt7a platform (vegetation, land use, climate, and hydrology layers) into one governed environment; run analysis to identify hotspots, priority intervention zones, and transmission vectors (e.g. watercourses or feral pig activity accelerating PA spread); log treatments applied per location; compare vegetation health response over time across managed vs unmanaged areas – all with TK/BC labels applied at the dataset level so Te Roroa retains full control over data sharing and AI access.
Outcome
Te Roroa can direct its field force to the right places with confidence, demonstrate that interventions are purposeful and evidence-based, and produce visual outputs – accessible to whānau and legible to funders – showing the trajectory of forest health under the programme. Funder validation is not a pilot acceptance criterion; success is determined by Te Roroa's own assessment of usefulness.

4 · Pilot Scope

Geography
  1. Focus area: Tāne Mahuta / Waipoua Forest (Tullamahuta region) – identified as highest-priority based on current impact and available data.
  2. Managed sample area and comparable unmanaged baseline area to be defined jointly with Te Roroa – this is the single largest remaining scope decision and drives raster processing cost and commercial pricing.
  3. Trounson Kauri Park available as secondary reference if data permits; not the primary pilot area.
Data – Te Roroa (private)
Te Roroa's own ecological and field data ingested into the platform's governed environment: field observations, soil sampling results, Phytophthora infection records, feral pig survey data, water course data, and treatment logs (phosphite, soil conditioning, Rongoā where applicable). Te Roroa retains full ownership of and sovereignty over all privately contributed data at all times.
Data – Nxt7a platform (open source)
The Nxt7a platform provides access to curated open-source geospatial datasets including vegetation cover, land use classification, climate projections, and hydrological layers. These datasets are sourced from publicly available government and scientific repositories, transformed and optimised for platform use, and made available to Te Roroa for the duration of the engagement. Open-source data remains the intellectual property of the respective source organisations.
Explicitly out of scope
  1. eDNA, full biodiversity intactness, LINZ cadastral integration, BSI-aligned data acquisition, socio-demographic layers.
  2. Proving vegetation improvement outcomes (multi-generational timeframe; not achievable in 3 months).
  3. Funder or DoC sign-off on pilot outputs.

5 · Pilot Deliverables & Acceptance Criteria

Each deliverable maps to a concrete acceptance criterion. The pilot review at the end of Month 3 will assess completion of all seven deliverables.

#DeliverableAcceptance Criterion
D1Baseline of Kauri / vegetation health indicatorsRemote sensing data ingested and processed; baseline established across managed and unmanaged sampling areas in Tāne Mahuta region.
D2Working detection workflowA stress signal from remote sensing or field observation triggers a ground diagnostic task in the platform – officer can follow it end to end.
D3Phytophthora hotspot analysisPlatform surfaces hotspot zones and suspected transmission vectors (watercourses, feral pig activity). Output is operationally actionable – e.g. "direct rangers to this zone."
D4Treatment log integratedTreatments applied (phosphite, soil conditioning, Rongoā where used) logged per location and tied back to vegetation health data – visible over time.
D5Data governance appliedTK/BC labels applied at the dataset level. Te Roroa controls sharing, AI access, and external use. Demonstrated in at least one data-sharing scenario.
D6Visual outputs – whānau-accessibleMaps tied to whenua and landmarks. Managed vs unmanaged comparison visible side-by-side. Designed for users with zero technical ability, not analysts only.
D7Time-saving demonstratedAt least one workflow demonstrably faster than the current manual process (R / QGIS / spreadsheet baseline).

6 · Term & Phases

Total term
12 months & 4 weeks from the Effective Date.
Phase 1 – Pilot
Duration: Months 1–3 (1 July – 30 September 2026).
Purpose: A test of fit. The pilot is designed to validate the platform in a live, real-world setting at low risk and in a manner that is directly relevant to Te Roroa's objectives. The pilot explicitly includes validation of commercial fit – both parties agree that a successful pilot requires Te Roroa to confirm commercial terms for ongoing platform use based on the value delivered.
End of phase: Phase 1 concludes on 30 September 2026, at which point the Review Period commences.
Pilot review: A formal review will be conducted at the end of Month 3. Both parties must agree in writing that the pilot has been successful before Phase 2 commences.
Review Period
Duration: 4 weeks (approximately 1 October – 29 October 2026).
Purpose: A structured period for both parties to assess the outcomes of Phase 1, review platform performance and value delivered against the seven deliverables in Section 5, confirm commercial fit, and agree in writing whether to proceed to Phase 2. At least one face-to-face session will be held during this period.
Outcome: If both parties confirm in writing that the pilot has been successful and that Te Roroa is willing to proceed on the agreed Phase 2 terms, Phase 2 commences on approximately 30 October 2026. If either party does not confirm, the agreement concludes at the end of the Review Period with no further obligation.
Phase 2 – Post-Pilot
Duration: Months 4–12 (approximately 30 October 2026 – 30 July 2027).
Purpose: Ongoing use of the platform. Exploration of additional use cases and pathways, including biodiversity credit generation, benefit-sharing arrangements, and participation in broader network activities.
Renewal
Either party may propose renewal of the agreement for a further term no later than 45 days prior to expiry. Renewal terms to be agreed in writing.
Early termination
Either party may terminate this agreement on 45 days' written notice. Fees paid in advance for the applicable phase are non-refundable unless termination is due to material breach by the Platform Provider.

7 · Commercial Terms

The following commercial structure applies across the two phases. Phase 1 pricing is discounted to reflect the pilot nature of the engagement. Phase 2 pricing (per the rate card) is agreed upfront as part of entering into this term sheet, subject to a successful pilot review.

The full rate card is attached as Schedule A. Phase 2 pricing applies from Month 4 automatically upon written confirmation of a successful pilot review.

8 · Platform Provider Obligations

  1. Platform Access

    Provide Te Roroa with access to a functional beta version of the platform, configured with Te Roroa's own privately contributed data and relevant open-source geospatial datasets (vegetation, land use, climate, and water courses).

  2. Data Sovereignty Architecture

    Maintain the knowledge firewall at all times. Te Roroa's privately contributed data is accessible only to parties and AI agents that Te Roroa has explicitly authorised. The Platform Provider will not access, share, or use Te Roroa's data for any purpose beyond platform delivery without written consent.

  3. TK/BC Label Integration

    Work with Local Context to integrate Traditional Knowledge and Biocultural labels into the knowledge firewall, scoped to Te Roroa's data and configured in accordance with Local Context protocols.

  4. AI Assistant Configuration

    Configure the Capi AI assistant to operate only within the data layers Te Roroa has explicitly permitted.

  5. Support

    Provide responsive technical support throughout the engagement and act on feedback in a timely manner.

  6. Case Study Consent

    Obtain Te Roroa's explicit written approval before publishing or presenting any case study, report, or external materials referencing Te Roroa, its data, or its community outcomes.

9 · Te Roroa Obligations

  1. Engagement

    Participate in the platform in good faith throughout Phase 1, including testing features, providing honest and timely feedback, and attending scheduled review sessions.

  2. Use Case Guidance

    Advise the Platform Provider on the most relevant datasets, scenarios, and community needs to configure and test during the pilot.

  3. Logo & Materials

    Confirm the updated Te Roroa logo for use in pilot materials prior to the Phase 1 launch date.

  4. Community Feedback

    Where practicable, facilitate feedback from community members on whether platform outputs are accessible, meaningful, and useful at a local level.

  5. Pilot Review Participation

    Attend and actively participate in the Month 3 pilot review session and provide formal feedback of whether the pilot has delivered sufficient value to proceed to Phase 2.

  6. Payment

    Pay all applicable fees in accordance with Section 7 and Schedule A. Phase 1 fees are due on the Effective Date. Phase 2 fees are due on the first day of Month 4, subject to written confirmation of a successful pilot review.

  7. Stakeholder Communication

    Share relevant terms and updates internally with Te Roroa and pilot working group stakeholders as appropriate to support informed decision-making.

10 · Data Ownership & Sovereignty

  1. Te Roroa Data Ownership

    All data privately contributed by Te Roroa to the platform – including geospatial data, ecological knowledge, community records, and any derivative outputs – remains the exclusive property of Te Roroa. This agreement does not transfer any data ownership rights to the Platform Provider.

    Open-source datasets provided by the Nxt7a platform are not owned by Te Roroa and remain governed by the terms of their respective source organisations.

  2. Row-And-Column Level Control

    The knowledge firewall ensures Te Roroa controls access to its privately contributed data at a granular level. Te Roroa determines which organisations, users, and AI agents can access which specific data sets, rows, and columns – at all times.

  3. No Third-Party Disclosure

    The Platform Provider will not share, sell, licence, or otherwise disclose Te Roroa's privately contributed data to any third party without Te Roroa's explicit prior written consent.

  4. Platform IP

    The platform's technology – including its geospatial engine, firewall architecture, AI configuration, and proprietary modelling – remains the intellectual property of the Platform Provider. This agreement does not transfer any platform IP to Te Roroa.

11 · Local Context Connection

This engagement is connected to a broader strategic relationship between the Platform Provider and Local Context – a global initiative focused on Indigenous data sovereignty, Traditional Knowledge protection, and biocultural labelling.

The integration of Local Context TK and Biocultural (BC) labels into the knowledge firewall during this pilot is intended to be the first real-world demonstration of biocultural labels being functionalised within an AI-powered data system. The Platform Provider will work with Local Context to ensure label integration is conducted in accordance with Local Context protocols.

Local Context is not a commercial party to this agreement. Local Context acts as a technical integration partner to the Platform Provider, supplying TK and BC labels and providing guidance to ensure their implementation reflects the intent of the labelling framework.

Outcomes from this pilot may, with Te Roroa's consent, be shared with the Local Context network as a reference case for the broader Indigenous data sovereignty community.

12 · Confidentiality

Each party agrees to keep the terms of this agreement and all non-public information shared during the engagement confidential. Neither party will disclose confidential information to any third party without the other party's prior written consent, except as required by law.

For the avoidance of doubt, Te Roroa's privately contributed data is subject to the stronger protections set out in Section 10 and is not subject to any implied disclosure rights under this confidentiality clause.

13 · Governing Law & Dispute Resolution

Governing law
This agreement is governed by the laws of New South Wales, Australia.
Dispute resolution
The parties agree to attempt to resolve any dispute through good-faith negotiation before initiating formal proceedings. If a dispute cannot be resolved within 20 business days of written notice, either party may refer the matter to mediation.

14 · Execution

By signing below, each party confirms they have read, understood, and agree to be bound by the terms of this agreement.

Nxt7a – Platform Provider
Name
Mike Welling
Title
Co-Founder
Signature
 
Date
 
Te Roroa – Pilot Partner
Name
 
Title
 
Signature
 
Date
 

Schedule A – Rate Card

This schedule sets out the full rate card for both phases. All fees are exclusive of GST. [TBC] items to be confirmed and agreed in writing before the Effective Date.

Item Phase 1 – Pilot
(Months 1–3)
Phase 2 – Post-Pilot
(Months 4–12)
Platform licence fee $2,250 (after 20% disc) $6,750 (after 20% disc)
Data usage fee $1/ha $1/ha
Onboarding & config Waived N/A

– End of Term Sheet –