Terms & Conditions

1. Introduction

These terms and conditions ("Terms") apply to your use of our Wholesaler Connect service as described in section 2 below ("Wholesaler Connect").

By accepting these Terms, you confirm your agreement to these Terms and acknowledge that you are entering into a legally binding agreement with us comprising these Terms (referred to as the "Agreement"). If you do not agree to these Terms, you must not use Wholesaler Connect.

In these Terms, when we refer to "us", "we" our "our", we mean Lentune Limited (New
Zealand company number 920315), and when we refer to "you" or "your", we mean you,
the person or organisation who has a Simpro Account and has accepted these Terms.

2. Wholesaler Connect

2.1 Wholesaler Connect provides an integration that facilitates and allows data exchange and synchronisation between your Simpro Account and Connected Wholesaler Systems. For the purposes of these Terms:

"Connected Wholesaler" means a participating wholesaler or supplier who has a Wholesaler Connect subscription with us and which you have selected as a wholesaler or supplier you wish to connect your Simpro Account to;

"Connected Wholesaler System" means the ERP (enterprise resource planning) system
used by a Connected Wholesaler;

"Simpro" means Simpro Software Pty Ltd or its related bodies corporate;

"Simpro Account" means an account on the Simpro Platform; and

"Simpro Platform" means Simpro's cloud-based field service management software
platform.

2.2. Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable and non-assignable right to access and use Wholesaler Connect solely for your own internal business purposes. Internal business purposes specifically exclude any
commercialisation or exploitation of information technology products or services.

2.3. We may, at any time and without liability to you, modify or discontinue (temporarily or permanently) Wholesaler Connect or any part of it. This may include, without limitation, by:

2.3.1 modifying or redesigning the organization, look, feel, navigation, functionality or other elements of, or the types of data that may be shared or exchanged via, Wholesaler Connect; and

2.3.2 adding new integrations with ERP systems or ceasing or terminating existing
integrations with ERP systems.

2.4 Upon your acceptance of these Terms and successful completion of our onboarding process to our satisfaction, we will:

2.4.1. create a Wholesaler Connect account for you through which you and your nominated users ("Authorised Users") may access and use Wholesaler Connect; and

2.4.2. provide your Authorised Users with login and password details to enable them to access Wholesaler Connect ("Login Details").

2.5. You are responsible for keeping all access information (including all Login Details) secure.

2.6 Subject to section 4.4 below, we or our third party licensors own all rights (including
intellectual property rights) in and relating to Wholesaler Connect (including the software used to provide Wholesaler Connect).

3. Your Obligations

3.1. You will:

3.1.1 ensure that each Authorised User strictly complies with these Terms in their access to and use of Wholesaler Connect;

3.1.2 comply (and ensure your Authorised Users comply) with all applicable laws in relation to the access and use of Wholesaler Connect, as well as all instructions and policies notified by us from time to time; and

3.1.3 provide, at your own expense, all systems, infrastructure (including internet and other network connections), and resources required to receive the benefit of Wholesaler Connect.

3.2 You must not (and must ensure your Authorised Users do not):

3.2.1 use Wholesaler Connect for any purpose other than your internal business purposes;

3.2.2 modify, translate, reverse engineer, decompile, disassemble or create derivative works of Wholesaler Connect (or any part of it) or otherwise attempt to defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in Wholesaler Connect (or any part of it);

3.2.3 reproduce, duplicate, copy, sell, assign, transfer or otherwise exploit for any commercial purpose Wholesaler Connect (or any part of it); or

3.2.4 introduce (and use all reasonable endeavours to prevent the introduction by any third party of) any viruses, malware, trojan horses, worms, time bombs, or similar harmful programming routines to Wholesaler Connect and any other technology infrastructure utilised by us.

4. Data

4.1. You agree that in connection with our provision of Wholesaler Connect we may:

4.1.1 send, exchange and synchronise the following types of data between your Simpro Account and the Connected Wholesaler Systems:

(a) catalogues;

(b) quotes;

(d) wholesaler/supplier invoices; and

(e) such other data which you may consent to us sending, exchanging and synchronising;

4.1.2 use data from your Simpro Account to develop, generate and produce reports and insights relating to your purchasing activities, preferences and behaviours ("Purchasing Insights") and provide the Purchasing Insights to Connected Wholesalers. When we provide Purchasing Insights to a Connected Wholesaler, we will not include the names or any specific details of your purchases from any other wholesalers or suppliers, but we may include an overview of your purchases from other wholesalers and suppliers as group or sub-group; and

4.1.3 access, retrieve, store, host, analyse, use, modify, aggregate, combine, redact, anonymise, and perform any other operation or set of operations on, the data described in sections 4.1.1 and 4.1.2 ("Data") as reasonably required for the purposes described in those sections and otherwise to provide and maintain Wholesaler Connect.

4.2 In accepting these Terms, you also acknowledge that you have read and agree to our privacy policy which is available at https://www.lentune.com/legal/privacy-policy ("Privacy Policy").

4.3 Except as provided in section 4.1 or our Privacy Policy, or as required by law, we will not access, retrieve, store, host, analyse, use, modify, aggregate, combine, redact, anonymise, share, disclose, or perform any other operation or set of operations on, the Data.

4.4 We do not own any of the Data. However, to the extent that our development, generation and/or production of any Purchasing Insights results in the creation of any new rights (including intellectual property rights), those rights will be owned by us.

4.5. You warrant and represent that you have the right to grant the permissions and authorisations in section 4.1 in respect of all the Data.

4.6 You acknowledge that Lentune is not responsible for, and has no liability in respect of, the Data, loss or corruption of Data, or how you or any of your users use the Data and we reserve the right to remove from our servers any content that may expose us to potential liability.

5. Simpro Platform and Connected Wholesaler Systems

You acknowledge and agree that:

5.1 by providing Wholesaler Connect, we are not recommending or endorsing Simpro, the Simpro Platform, any Connected Wholesaler or any of their products. You must make your own assessment of the suitability of the Simpro Platform and the Connected Wholesaler's products for your needs;

5.2 in order to use Wholesaler Connect you will need a Simpro Account and to maintain a subscription or licence with Simpro, and maintaining such account and subscription or licence is your responsibility;

5.3 you will comply with all applicable terms and agreements with Simpro relating to your Simpro Account and the Simpro Platform;

5.4 we may receive payments or other consideration from Connected Wholesalers which relate to, are based on, or arise from, your use of Wholesaler Connect;

5.5 we are not responsible for supporting or maintaining the Simpro Platform or any Connected Wholesaler System, and the Simpro Platform or a Connected Wholesaler System may become unavailable either on a permanent or a temporary basis (for example, while maintenance is being undertaken); and

5.6 we will have no liability or responsibility to you (whether in contract, tort or otherwise) in connection with or in relation to:

(a) the Simpro Platform or a Connected Wholesaler System, including its functionality, operation, performance or availability;

(b) the security of data stored in the Simpro Platform or a Connected Wholesaler System, or Simpro's or a Connected Wholesaler's use or disclosure of such data;

(d) any breach by Simpro or a Connected Wholesaler of any contract, agreement or terms they have with you.

6. Liability and Disclaimers

6.1 We will not be liable (whether in contract, tort or otherwise) for any loss or damage suffered by you to the extent that the loss or damage arises from or in connection with:

6.1.1 a breach of these Terms by you or any acts or omissions of you or any of your Authorised Users;

6.1.2 any third-party software, data or hardware accessed or used by you or us in connection with Wholesaler Connect;

6.1.3 any modification of Wholesaler Connect, unless the modification was made by or on behalf of us or with our prior written consent; or

6.1.4 any unauthorised use of Wholesaler Connect by you or any of your Authorised Users.

6.2 Except as expressly set out in these Terms, no conditions, warranties or other terms apply to Wholesaler Connect. In particular, we do not warrant that Wholesaler Connect will be uninterrupted or entirely error-free.

6.3 Nothing expressed or implied in these Terms will confer any liability on either you or us ("first party") in respect of any indirect, consequential or special loss, damage, cost or expense, or any direct or indirect loss of profits, loss of revenue (or anticipated revenue) or loss of data, suffered or incurred by the other party as a direct or indirect result of a breach by the first party of any of its obligations under these Terms.

6.4 Notwithstanding any contrary provision contained in these Terms, the maximum liability of us to you (and your Authorised Users) under or in connection with the Agreement (whether in contract, tort or otherwise) shall in no event exceed $100. You acknowledge and agree that this limitation of liability is fair and reasonable given the fact that Wholesaler Connect is made available to you free of charge.

7. Termination

7.1 The Agreement will terminate automatically if your Simpro Account is closed or terminated for any reason.

7.2 You may terminate the Agreement at any time by closing your Wholesaler Connect account. You can close your Wholesaler Connect account by clicking the disconnect button within Wholesaler Connect.

7.3 We may terminate the Agreement at any time by sending an email or other message to one of the contact addresses we hold for you.

7.4 On termination of the Agreement for any reason:

7.4.1 as soon as reasonably practicable following the termination we shall cease providing Wholesaler Connect to you and in particular we shall:

(a) stop sending, exchanging and synchronising Data between your Simpro Account and Connected Wholesaler Systems; and

(b) stop accessing or retrieving any further Data;

7.4.2 we will delete the Data stored by us within 31 days following the termination of the Agreement, except that we may retain:

(a) Data to the extent to which we are required by law to do so;

(b) Data to the extent that it is not reasonably practicable from a technological perspective to delete the Data (for example, if Data is contained within any backups, and it is not reasonably practicable to delete those backups); and

7.5 Termination of the Agreement will not prejudice any of your or our rights or remedies for any breach of these Terms, where the breach occurred before the termination.

8. General

8.1 None of your rights or obligations under these Terms may be assigned or transferred without our prior written consent.

8.2 We may change or update these Terms from time to time by notifying you (including by email) at least 14 days prior to the changes or updates taking effect. If you are unhappy with any of the changes or updates you may terminate the Agreement in accordance with section 7.2 above.

8.3 These Terms and the Agreement shall be governed by the laws of New Zealand and you and we each submit to the non-exclusive jurisdiction of the New Zealand Courts.

8.4 If any of these Terms are found to be illegal, invalid or unenforceable the remaining Terms shall continue in effect.