Partly Repair Terms and Conditions

These Subscription Terms, together with the Order Form signed by the parties (including any schedule to the Order Form), form the Agreement between Partly and the Customer. Capitalised terms have the meanings given in clause 16. The Order Form, and any schedule to it, prevails over these Subscription Terms.

1. Services

1.1 Partly grants the Customer a non-exclusive, non-transferable, non-sub-licensable right to access and use the Services during the Term, solely for the Customer's own internal business purposes at the Sites for which Fees are payable under this Agreement, and not at or for the benefit of any other location, subject to this Agreement.

1.2 Partly may modify, update, add to or remove features of the Services at any time. Partly will give the Customer not less than thirty (30) days' prior written notice of any change that materially reduces the core functionality of the Services. If a change would materially and adversely affect the Customer's use of the Services, the Customer may terminate this Agreement by written notice given before the change takes effect, with termination effective on the date the change comes into force.

1.3 Partly will:

• (a) provide the Services substantially with reasonable skill and care, except to the extent any non-conformance is caused by use of the Services contrary to Partly's instructions, by modification or alteration of the Services by anyone other than Partly or its authorised contractors or agents, or by an error in data or information supplied to Partly by a third party. This obligation applies to the manner in which Partly provides the Services and is not a warranty as to any particular Output, or that any particular result will be achieved;
• (b) implement and maintain appropriate technical and organisational measures to protect the Services and Customer Data against unauthorised access, loss or destruction, in accordance with industry standard security practices;
• (c) use commercially reasonable efforts to make the Partly Platform available at all times during the Term, except for (i) scheduled or emergency maintenance, (ii) any suspension Partly is entitled to make under this Agreement, and (iii) circumstances beyond Partly's reasonable control.

1.4 The Customer may use Output for its own internal business purposes, subject to clause 4.

1.5 If Partly fails to comply with clause 1.3(a), Partly will, on written notice from the Customer identifying the non-conformance, use commercially reasonable endeavours to correct the non-conformance so that the Services comply with clause 1.3(a). If the non-conformance is not corrected within thirty (30) days after that notice, the Customer may terminate this Agreement by written notice and Partly will refund the Fees prepaid for the period after termination. Subject to clause 12.1, that is the Customer's sole and exclusive remedy for a failure to comply with clause 1.3(a) or this clause 1.5. If that remedy is held to fail of its essential purpose, the limitations in clauses 12.6 and 12.7 continue to apply.

2. Fees and payment

2.1 The Customer will pay the Fees as set out in the Order Form. Invoicing and payment are in accordance with the Payment Terms in the Order Form or, if the Order Form does not state them, Partly invoices monthly in advance within the first seven (7) days of each calendar month for the Services to be provided in that month, and each invoice is due for payment by the 20th day of that month.

2.2 Where the Charging Start Date falls after the first day of a calendar month, the Fee for that month is pro-rated from the Charging Start Date, and Partly may include that pro-rated amount in its first invoice for the following month so as to align with its monthly invoicing cycle.

2.3 Where the Customer has a payment method on file with Partly or its payment processor, the Customer authorises Partly to charge that payment method for each invoice when it falls due, without needing to obtain further authorisation for each charge, and the Customer's use of that payment method is also subject to the payment processor's own terms. Where no payment method is on file, the Customer must pay each invoice by the due date by a method Partly accepts.

2.4 Fees are stated in the currency shown in the Order Form and are exclusive of all applicable taxes, duties and levies, including any goods and services tax, value added tax, and sales and use taxes. The Customer is responsible for those amounts in addition to the Fees, other than taxes on Partly's net income. Where Partly is required to collect or remit any such amount, Partly will invoice the Customer and the Customer must pay it on receipt of that invoice.

2.5 All Fees are payable in cleared funds without set-off, deduction or counterclaim, other than any deduction or withholding required by law. If a withholding or deduction is required, the Customer will pay Partly such additional amount as ensures that Partly receives the same total amount it would have received had no withholding or deduction been required.

2.6 Amounts unpaid after the due date accrue interest at 3% per annum above the base or official cash rate published by the central bank of the Governing Territory, calculated daily and not exceeding the maximum rate permitted by law. Interest accrues from the due date until payment in full, before and after judgment. The Customer will also reimburse Partly's reasonable costs of recovery, including legal costs and debt collection costs.

2.7 The Fees cover the Services identified in the Order Form. Partly may make additional or enhanced functionality available as a separately priced option, whether or not it forms part of or improves the Services. Any such option is provided on the fees and terms Partly notifies at the time, and the Customer's activation or use of it constitutes acceptance of those fees and terms. The Customer is under no obligation to take any such option, and if it does not, the Services identified in the Order Form will continue to be provided and the Fees for them do not change.

2.8 If Fees are not paid when due, Partly may, no less than fourteen (14) days after written notice to the Customer of the late payment, suspend the Customer's access to and use of the Services until the overdue amount is received in full, without prejudice to any other right or remedy.

2.9 Partly may change the Fees on not less than thirty (30) days' prior written notice. If the Customer does not accept a change, it may terminate this Agreement by written notice given before the change takes effect, without penalty.

2.10 Where the Fees are charged per Site, the Customer may add Sites at any time by written notice to Partly. Subject to the Order Form, a new Site is billed from the date the Services are first used in respect of a repair job at that Site, pro-rated for any part month. Sites may be removed only as provided in the Order Form.

2.11 The Customer must not permit the Services to be accessed or used at, or in respect of repairs performed at, any location that is not a Site for which Fees are payable under this Agreement, whether that location is operated by the Customer or by an Affiliate. The Customer must notify Partly before the Services are used at any new location. If Partly reasonably determines that this clause has been breached, it may invoice the Customer for the Fees that would have been payable for that location had it been a Site from the date the Services were first used in respect of a repair job at that location. That is without prejudice to any other right or remedy, including Partly's rights under clauses 2.8 and 11.2.

2.12 The Customer's payment obligations are non-cancellable and, except as this Agreement expressly provides, Fees once paid are non-refundable.

3. Customer obligations

3.1 The Customer will provide Partly with all co-operation, information and access Partly reasonably requires in order to provide the Services, in a timely manner, and will ensure that the information it provides is accurate and kept up to date. Partly is not in breach of this Agreement, and has no liability under it, for any failure or delay in providing the Services to the extent caused by the Customer not doing so. Partly is entitled to rely on the Customer Data and on any information the Customer provides, and has no obligation to verify it.

3.2 The Customer must keep its access credentials confidential and must not share them with any unauthorised person. The Customer may permit its Authorised Users to access and use the Services, is responsible for ensuring they comply with this Agreement, and is liable for any breach by an Authorised User as if it were the Customer's own. The Customer must promptly revoke access for any Authorised User who is no longer its personnel, and must notify Partly immediately of any known or suspected unauthorised access to its account.

3.3 The Customer is responsible for the internet connectivity and devices it uses to access the Services. Partly is not responsible for any unavailability of, or defect in, the Services to the extent arising from them.

3.4 The Customer will comply with all applicable laws and regulations in connection with its access to and use of the Services. It will conduct itself professionally and in good faith in its dealings with other participants through the Partly Platform, and must not misuse the Partly Platform, including by submitting requests without a genuine intention to use the resulting output for a repair.

3.5 Where the Customer provides Partly with, or authorises Partly to access, data drawn from a Third Party Platform, including any estimate, estimate parts list or job record produced in an estimating or management system, the Customer warrants that it is entitled to provide that data to Partly, or to authorise that access, for use as contemplated by this Agreement. The Customer is solely responsible for its own compliance with the terms on which it accesses any Third Party Platform, including in providing data from it to Partly or in authorising Partly's access to it.

3.6 Where Partly makes available, in connection with the Services, a direct integration between the Partly Platform and the Customer's BMS or estimating system, the Customer will provide reasonable assistance, including facilitating introductions to its provider and providing any access or authorisations within its control. Integration with a third-party system depends on that third party and may be subject to delays or limitations outside the parties' reasonable control.

3.7 The Customer is solely responsible for any fees, charges or licensing costs imposed by its own third-party service providers, including any BMS or estimating system vendor, in connection with enabling access to its systems or supporting an integration with the Partly Platform.

3.8 The Customer will maintain, with a reputable insurer and throughout the Term, the insurances and minimum cover stated in the Order Form, and will provide evidence of that cover on Partly's reasonable request.

3.9 The Customer warrants that, for each vehicle in respect of which it uses the Services, it has the authority it requires from the vehicle's owner, or from the person instructing the repair, to provide information about that vehicle to Partly and for Partly to process that information for the purposes of this Agreement. The Customer will provide evidence of that authority on Partly's reasonable request.

4. Restrictions on use

4.1 The Customer must not, and must ensure its Authorised Users do not:

• (a) sub-license, assign, resell or commercialise the Services, or otherwise make the Services or their output available to any third party, without Partly's prior written consent;
• (b) reveal, modify, adapt, reproduce or otherwise use the Services, including any software, documentation or data related to them, for any purpose not authorised by this Agreement;
• (c) extract, disassemble, decompile, reverse engineer, translate, create derivative works from, or otherwise seek to derive the source code, models or underlying logic of any part of the Services;
• (d) use the Services, or any data or Output derived from them, to develop or create any product, service, application, application programming interface or functionality that competes with the Services or the Partly Platform;
• (e) use the Services, or any data or Output derived from them, to train or improve any artificial intelligence or machine learning model;
• (f) use any automated process, bot, spider, scraper or similar tool to access, extract or harvest data or content from the Services, or conduct or permit any text or data mining in relation to the Services. The provisions of this clause 4.1(f) are an express reservation of Partly's rights in this regard, including for the purposes of Article 4(3) of the Directive on copyright and related rights in the Digital Single Market ((EU) 2019/790);
• (g) access or use the Services for the purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose, or disclose the results of any such benchmarking to any third party;
• (h) use the Services in a way that violates any law, any third-party right, or the reasonable privacy expectations of any individual;
• (i) use the Services in a manner that may damage, disable, overburden or impair the Services or any systems or networks connected to them;
• (j) upload or transmit through the Services any malicious code, or any Customer Data that is infringing, defamatory, fraudulent or otherwise unlawful;
• (k) attempt to gain unauthorised access to the Services or any related systems, including through hacking or password mining; or
• (l) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any technical restriction, rate limit or access control mechanism in the Services.

4.2 Partly has no obligation to monitor the Customer's use of the Services, but may do so.

5. Intellectual property and data

5.1 Partly and its licensors own all right, title and interest in the Services, the Partly Platform, and all data generated through the operation of the Services, including records of transactions on the Partly Platform and Usage Data, together with all Intellectual Property Rights in them and any improvement or enhancement to them arising during the Term. No rights are granted to the Customer other than as expressly set out in this Agreement.

5.2 As between the parties, all title and Intellectual Property Rights in the Customer Data remain the Customer's. The Customer grants Partly a non-exclusive licence to use the Customer Data to provide the Services in accordance with this Agreement and to generate Aggregated Anonymised Data. The Customer also grants Partly a non-exclusive licence to use the Customer Data to develop and improve Partly's parts matching, parts identification and repair information systems, provided that Partly does not do so in a manner that would allow any third party to identify the Customer or its purchasing behaviour.

5.3 Partly may generate Aggregated Anonymised Data from the operation of the Services and owns all right, title and interest in it. Partly may use and disclose Aggregated Anonymised Data for any business purpose, including improving Partly's products and services and generating and sharing industry and benchmarking reports. Partly must not publish or disclose Aggregated Anonymised Data in a form reasonably capable of being attributed to or used to identify any specific Customer. Partly must not manipulate Aggregated Anonymised Data in a way that generates personal data, or enable the reverse engineering of Aggregated Anonymised Data to identify any individual. The Customer has no right, title or interest in Aggregated Anonymised Data and no entitlement to any payment in respect of Partly's use of it. Aggregated Anonymised Data is not Confidential Information of the Customer, and Partly's rights in it are perpetual and irrevocable and survive termination or expiry of this Agreement.

5.4 If the Customer provides Feedback, Partly may use it without restriction or obligation to compensate the Customer, provided that Partly will not publicly identify the Customer in connection with any Feedback.

5.5 Partly may remove from its systems any Customer Data that may expose Partly to potential liability or other negative consequences. Doing so, or failing to do so, does not relieve the Customer of responsibility for the Customer Data it provides or makes available.

5.6 Partly will make the Customer Data available to the Customer for export in a commonly used machine-readable format if the Customer requests it within thirty (30) days after termination, and will then delete it from its live systems within a reasonable period, except for Aggregated Anonymised Data and copies held in routine backups or retained as required by law.

6. Part supply

6.1 This clause 6 applies to the Customer's procurement of parts from Product Suppliers through the Partly Platform. That functionality is currently available only in New Zealand and the United Kingdom.

6.2 Partly facilitates the procurement of vehicle-related products through its digital infrastructure and does not take any part in the sale of products other than by facilitating procurement via the Services. Partly does not act as agent for the Customer or for any other participant, including Product Suppliers, repairers and insurers. For the avoidance of doubt, no contract is formed with Partly for any transaction through the Services, and Partly does not:

• (a) give any warranty in relation to any product offered or procured through the Services, including as to fitness or suitability;
• (b) make any representation as to the ownership of or title in products offered or sold through the Services, the presence or absence of any caveat or security interest over them, or the ability or authority of a supplier to complete a transaction; or
• (c) accept any responsibility for resolving any dispute between the Customer and a Product Supplier arising from or in connection with the Services.

6.3 Where the Customer uses the Partly Platform to identify or source parts for a repair job, the Customer will order the parts for that job through the Partly Platform. This does not apply where the part is not available through the Partly Platform on the terms or within the time the Customer reasonably requires, or where the Customer's insurer or work provider, the vehicle owner, or any applicable law or industry rule requires otherwise. Nothing in this clause 6 restricts the Customer from sourcing parts for any other repair job from any supplier, or from using any other platform.

6.4 The Customer acknowledges that Partly charges Product Suppliers a transaction-based fee on the sale of parts through the Partly Platform, and that this fee forms a material part of Partly's revenue from the Services.

6.5 Payment for parts is a matter between the Customer and the relevant Product Supplier, and Partly has no responsibility for it, whether or not a third party settles all or part of a Product Supplier invoice.

7. Computer use features

This clause 7 applies to the extent the Services include Computer Use Features. Computer Use Features are currently available only in the United States.

7.1 The Computer Use Features operate using the Customer's own account, credentials or access rights for any Third Party Platform they access.

7.2 The Customer is responsible for how it instructs, authorises and configures the Computer Use Features.

7.3 Subject to clause 1.3(a), the Customer is solely responsible for each Action taken within the scope it has so authorised or configured, and for any result or consequence of it.

7.4 The Customer is solely responsible for the use of any Third Party Platform through the Computer Use Features, and for any consequence of that use. Partly has no responsibility or liability for the availability or accuracy of any Third Party Platform, the acts or omissions of its provider, or any suspension, restriction or termination of the Customer's access to it.

8. Image, audio and video capture

8.1 This clause 8 applies to any audio, photographs or video of vehicle damage or repairs that the Customer provides or makes available to Partly, or that the Services capture, whether captured through the Services or provided by any other means.

8.2 In relation to that content:

• (a) it and any resulting transcription are Customer Data;
• (b) the Customer must take reasonable steps to ensure that any image or recording it provides shows only the relevant vehicle damage and its immediate surroundings, and must not deliberately capture or submit content showing any individual;
• (c) to the extent audio or video of any individual is captured, the Customer is responsible for establishing and maintaining a lawful basis for that capture, and for obtaining any consent and giving any notice, required under applicable law; and
• (d) Partly does not use audio, photographs or video to identify, verify or authenticate any individual, or to generate voiceprints or other biometric identifiers.

9. Privacy and data protection

9.1 Partly's collection and use of personal information obtained through the provision of the Services is described in Partly's Privacy Policy.

9.2 The Services use vehicle identifiers, including a vehicle registration mark or vehicle identification number, to identify a vehicle and its specification. Partly does not use those identifiers to identify or contact any individual, and does not request the name, address or contact details of a vehicle's owner, keeper or driver. The Customer must not upload or input personal information to the Partly Platform other than the contact and account details of its personnel and any information expressly requested by the Services.

9.3 Each party will comply with the Data Protection Laws in connection with any personal information processed under this Agreement.

9.4 To the extent Customer Data includes personal information, the Schedule applies to Partly's processing of it. Part A of the Schedule applies to the extent Partly processes personal information on the Customer's behalf and on its instructions. Part B applies to the extent each party acts as an independent controller.

9.5 To the extent Customer Data includes personal information of individuals who are not the Customer's personnel, the Customer warrants that before submitting it the Customer provided any notices, and obtained any consents or established any other lawful basis, required under applicable law. The Customer is responsible for responding to requests from those individuals, and Partly will provide reasonable co-operation.

10. Confidentiality

10.1 Each party must keep confidential the other party's Confidential Information and must not disclose it to any third party except as permitted under this clause 10.

10.2 Clause 10.1 does not apply to information which:

• (a) is public knowledge other than as a result of a breach of this clause;
• (b) is received from a third party who is lawfully in possession of it and entitled to disclose it without restriction;
• (c) was already known to the recipient before disclosure, without any obligation of confidentiality; or
• (d) is independently developed by the recipient without reference to or use of the other party's Confidential Information.

10.3 Either party may disclose Confidential Information to the recipients listed below. A recipient under paragraph (a), (b) or (c) must be bound by confidentiality obligations no less protective than those in this clause.

• (a) its professional advisers, including legal counsel and accountants, who need to know it in order to advise that party;
• (b) its Affiliates, and its subcontractors and service providers, who need to know it in order to perform this Agreement;
• (c) a prospective investor, financier or acquirer, or their advisers, in connection with a financing or corporate transaction; or
• (d) any person, to the extent required by law or a regulatory authority, in which case the disclosing party will give the other as much prior written notice as is reasonably practicable and disclose only the minimum necessary.

10.4 On termination or expiry, each party must, at the other's request, return or delete all Confidential Information of the other in its possession or control. A party may nonetheless retain Confidential Information as set out below, and anything so retained remains subject to this clause for as long as it is retained:

• (a) to the extent required by law or regulation, or by its bona fide internal record-keeping, audit or backup policies;
• (b) held in routine electronic backups made in the ordinary course; or
• (c) to the extent it requires it in order to exercise a continuing right or perform a continuing obligation under this Agreement.

10.5 Each party acknowledges that a breach of clause 4 (Restrictions on use), clause 5 (Intellectual property and data) or this clause 10 may cause the other harm for which damages are not an adequate remedy, and that in addition to any other right or remedy a party may seek injunctive or other equitable relief for any actual or threatened breach of those clauses.

11. Term and termination

11.1 This Agreement commences on the Commencement Date and continues for the Initial Term, and unless the Order Form provides otherwise it then renews automatically for successive Renewal Terms. Either party may prevent a renewal by written notice given before the end of the then-current Initial Term or Renewal Term and, where the Order Form states a notice period for non-renewal, at least that period before the end of that term. This Agreement then ends at the end of that term.

11.2 Either party may terminate this Agreement immediately by written notice if the other party:

• (a) is in material breach of this Agreement and, where the breach is capable of remedy, fails to remedy it within ten (10) Business Days of written notice describing the breach; or
• (b) becomes insolvent, makes an assignment for the benefit of creditors, has an administrator, receiver, liquidator, trustee, statutory or official manager or similar official appointed over it or its assets, or has an application made or a resolution passed for any such appointment or for its administration, liquidation or dissolution.

Without limiting what may constitute a material breach, a failure to pay any amount when due, and any breach of clause 4 (Restrictions on use), are each a material breach of this Agreement.

11.3 Without limiting any other right or remedy, Partly may suspend the Customer's access to the Partly Platform and the Services where Partly reasonably considers it necessary for any of the reasons below. Partly will give prior notice of a suspension where practicable and otherwise notice as soon as reasonably practicable.

• (a) to carry out maintenance;
• (b) to reduce or prevent interference with, or a threat or risk to the security or integrity of, the Partly Platform or the Services;
• (c) to comply with a requirement of a government agency, law enforcement or other authority; or
• (d) because the Customer is in breach of this Agreement, or its use of the Services creates a risk of legal, regulatory or third-party claims against Partly, except that suspension for non-payment of Fees is subject to clause 2.8.

11.4 On termination the Customer must immediately cease to access and use the Services. Termination is without prejudice to any accrued right, remedy or obligation, including any payment obligation.

11.5 If the Customer terminates this Agreement under clause 11.2 because of Partly's breach, Partly will refund the Fees prepaid for any period after termination and the Customer is released from its obligation to pay Fees for that period. If Partly terminates this Agreement under clause 11.2 because of the Customer's breach, no prepaid Fees are refundable. This does not limit any other right or remedy Partly may have.

11.6 Any provision of this Agreement which by its nature is intended to survive termination or expiry will do so, including clause 2 (Fees and payment), clause 4 (Restrictions on use), clause 5 (Intellectual property and data), clause 9 (Privacy and data protection), clause 10 (Confidentiality), clause 12 (Limitation of liability and indemnity), clause 15.13 (governing law and jurisdiction) and clause 15.14 (waiver of jury trial), and the Schedule to the extent it relates to personal information Partly retains after termination.

12. Limitation of liability and indemnity

12.1 Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law.

12.2 Except as expressly set out in this Agreement, and to the maximum extent permitted by law, the Services are provided on an as-is and as-available basis, and Partly and its suppliers and licensors disclaim all warranties, whether express, implied or statutory, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement, and any warranty arising from course of dealing or usage of trade. Partly does not warrant that the Services will be uninterrupted or error-free, and gives no warranty as to the accuracy, completeness, timeliness or supply of information through the Services, and to the maximum extent permitted by law accepts no liability arising from any inaccuracy or incompleteness of that information. Information made available through the Services is compiled in part from data supplied by vehicle manufacturers, suppliers and other third parties, and to the maximum extent permitted by law Partly accepts no liability for any incorrect information or result arising from an error in data supplied to Partly by a third party.

12.3 Any repair, technical or methodology information Partly makes available through the Services is provided for general guidance only, and is not a substitute for the Customer's own professional judgement. The decision as to which parts are fitted to a vehicle, and as to how a repair is carried out, is the Customer's. The Customer is accordingly solely responsible for the parts actually fitted, and for the safety, suitability and regulatory compliance of each repair it undertakes. That responsibility includes assessing each part against the condition and specification of the particular vehicle and the Customer's own professional judgement. It applies regardless of any recommendation, approval, authorisation, modification or override given by Partly, an insurer, a work provider or an assessor. Information Partly makes available assumes an appropriate level of skill and competence on the part of the Customer. Partly does not provide professional, engineering or safety advice, and does not assume responsibility for the Customer's repair decisions. Nothing in this Agreement relieves the Customer of its obligations to the owner of a vehicle or under applicable law.

12.4 The automated and AI-assisted processes the Services use are not guaranteed to be complete or free from error. Output is generated from the data available to Partly, without inspection of the vehicle or knowledge of the particular repair. It is not a professional judgement as to the suitability of a part, nor a representation that a repair carried out using it will be safe or compliant. The same applies to any insurer or work provider rule given effect through the Partly Platform.

12.5 The Customer acknowledges that any insurer or work provider rules, configurations, or preferences available through the Partly Platform are derived from third-party insurers or work providers and are provided on an "as-is" basis. Partly does not guarantee their accuracy, completeness, fitness for purpose, or suitability, and will have no liability for any loss arising from the Customer's reliance on such rules. The Customer remains solely responsible for verifying the suitability, safety, compliance, and appropriateness of any parts selected or repairs undertaken.

12.6 Neither party will be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, or for loss of profits, revenue, anticipated savings or goodwill, whether or not advised of the possibility of such losses and whether or not they were reasonably foreseeable. This clause does not apply to the Customer's obligation to pay Fees, to a breach by the Customer of clause 4 (Restrictions on use), or to the Customer's indemnity in clause 12.10.

12.7 The maximum aggregate liability of Partly, its employees and agents, and its suppliers and licensors, arising out of or in connection with this Agreement, whether in contract, tort including negligence, breach of statutory duty or otherwise, will not exceed an amount equal to the Fees paid or payable by the Customer in the twelve (12) months immediately preceding the first event giving rise to the liability.

12.8 Each party's liability will be reduced proportionately to the extent the other party's acts or omissions caused or contributed to the relevant loss or damage.

12.9 Each party must take reasonable steps to mitigate any loss or damage it suffers arising out of anything done or not done by the other party under or in connection with this Agreement.

12.10 The Customer will indemnify Partly, its Affiliates and its suppliers and licensors against all claims by any third party, and all associated losses, liabilities, damages, costs and expenses including reasonable legal costs, arising out of or in connection with:

• (a) any inaccuracy in Customer Data;
• (b) any claim that the Customer Data infringes the Intellectual Property Rights of any third party;
• (c) the Customer's use of the Services in breach of the terms of any Third Party Platform, or its provision to Partly of data it was not entitled to provide; or
• (d) any personal injury, death or damage to property caused or contributed to by the Customer's acts or omissions in the performance of repairs or servicing.

12.11 The Customer agrees that the Services are acquired for the purposes of a business. Where the Governing Territory is New Zealand, the parties are each in trade, acquire and supply the Services in trade, and agree that the guarantees in the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) 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.

12.12 No oral or written information or advice given by Partly, its personnel or its representatives, and no advice or information obtained through the Services, creates any warranty or other obligation not expressly stated in this Agreement. Transactions with third parties conducted through the Services are entirely at the Customer's own risk.

12.13 The Customer agrees that its entry into this Agreement is not contingent on the delivery of any future functionality or feature, or dependent on any statement made by Partly regarding future functionality or features.

13. Force majeure

13.1 A delay or failure to perform, other than an obligation to make a payment, arising from any circumstance beyond a party's reasonable control is not a breach of this Agreement, and that party is not liable for it, provided it notifies the other as soon as practicable and uses reasonable efforts to mitigate the effect.

13.2 If such a circumstance continues for more than sixty (60) consecutive days, either party may terminate this Agreement by written notice, without liability in respect of that termination.

14. Notices

14.1 Unless otherwise stated in this Agreement, all notices must be in writing and are deemed given when sent by email to the email address for notices set out in the Order Form, as updated by written notice, or, if no such address is stated, to the email address most recently used by that party for correspondence about this Agreement. Notice by email is sufficient for all purposes under this Agreement and no other form of delivery is required. Any problem accessing the Partly Platform or the Services should be notified to Partly's support helpdesk address, as notified to the Customer from time to time, as soon as reasonably practicable.

14.2 A notice sent by email is deemed received at the time of transmission, or, if that time is outside the hours of 9.00am to 5.00pm on a Business Day in the Governing Territory, at 9.00am on the next Business Day.

15. General

15.1 This Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior agreements, arrangements and representations relating to it. The Customer confirms that it has not relied on any statement regarding functionality not set out in this Agreement. This Agreement applies to the exclusion of any other terms the Customer seeks to impose or incorporate, including any purchase order or vendor onboarding document, and of any terms implied by trade custom, practice or course of dealing.

15.2 Except as set out in clauses 1.2, 2.7, 2.9, 2.10 and 15.10, and except as the Order Form otherwise provides, any variation to this Agreement must be in writing and signed by both parties.

15.3 Neither party may assign, novate or transfer any of its rights or obligations under this Agreement without the other's prior written consent, which will not be unreasonably withheld or delayed. Consent is not required to assign or transfer this Agreement to an Affiliate, or to a person acquiring all or substantially all of that party's business or assets, or of that part of its business to which this Agreement relates, whether by merger, acquisition or otherwise. In each case the assignee must assume the assignor's obligations, and the assigning party must give the other prompt written notice. Partly may subcontract performance of its obligations, but remains responsible for that performance.

15.4 If any provision of this Agreement is held illegal, void or unenforceable, that determination does not impair the enforceability of the remaining provisions.

15.5 Waivers must be in writing and signed by the waiving party's authorised representative, and cannot be implied from conduct. No delay or failure to exercise, and no single or partial exercise of, any right or remedy operates as a waiver of it or of any other right or remedy, or prevents or restricts the further exercise of it or of any other right or remedy.

15.6 Nothing in this Agreement makes either party the partner, joint venturer, agent, officer, employee or representative of the other, and neither party may represent otherwise.

15.7 A person who is not a party to this Agreement has no right to enforce it, and this Agreement does not create any third-party beneficiary rights, except that Partly's Affiliates, employees, agents, suppliers and licensors may rely on clauses 12.2 and 12.7 to the extent those clauses are expressed to benefit them. Only Partly may enforce the indemnity in clause 12.10, and it may do so in respect of loss suffered by any person named in that clause. The parties may vary or rescind this Agreement without the consent of any such person.

15.8 Neither party may use the other party's name, logo or trademarks, or publicly refer to this Agreement for promotional or marketing purposes, without the other party's prior written consent.

15.9 The Order Form may be signed in counterparts, each of which is an original and all of which together form one Order Form, and may be executed and delivered electronically, including through an electronic signature platform, which has the same effect as a handwritten signature.

15.10 Partly may update these Subscription Terms from time to time. Partly will give the Customer at least thirty (30) days' prior written notice of any material change. If a material change would materially and adversely affect the Customer, the Customer may terminate this Agreement by written notice given before the change takes effect. Otherwise the updated Subscription Terms apply from the date stated in Partly's notice. No update to these Subscription Terms changes the Fees payable under an existing Order Form, which may only be changed in accordance with clause 2.9.

15.11 The Customer will comply with all applicable export control and economic sanctions laws in connection with its use of the Services, and represents that it is not located in, and will not access or use the Services from, a country or on behalf of a person subject to comprehensive sanctions, and is not identified on any applicable restricted-party list.

15.12 Each party will comply with all applicable anti-bribery and anti-corruption laws.

15.13 This Agreement is governed by the law, and each party submits to the jurisdiction, set out below for the Governing Territory stated in the Order Form, which must be one of those listed:

• (a) New Zealand: the law of New Zealand and the non-exclusive jurisdiction of the courts of New Zealand;
• (b) United Kingdom: the law of England and Wales and the non-exclusive jurisdiction of the courts of England and Wales; and
• (c) United States: the law of the State of Texas and the exclusive jurisdiction of the state and federal courts located in Travis County, Texas.

15.14 Where the Governing Territory is the United States, each party irrevocably waives its right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

16. Definitions

In this Agreement:

"Action" means a step the Computer Use Features take on the Customer's behalf.

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means holding more than fifty percent (50%) of the voting stock or other ownership interest.

"Aggregated Anonymised Data" means data compiled by Partly in aggregated and anonymised form such that it is not reasonably capable of being attributed to or used to identify any specific Customer, derived from the operation of the Services, including from Customer Data, transaction data and Usage Data.

"Agreement" means the Order Form, including any schedule or annexure to it, and these Subscription Terms, including the Schedule.

"Authorised Users" means the personnel of the Customer authorised by the Customer to access and use the Services on its behalf.

"BMS" means the Customer's bodyshop management system used for job management and parts procurement.

"Business Day" means a day other than a Saturday, Sunday or public holiday in the Governing Territory.

"Charging Start Date" means the date set out in the Order Form from which the Fees become payable or, if no such date is stated, the Commencement Date.

"Commencement Date" means the date set out in the Order Form on which this Agreement commences or, if no such date is stated, the date of the last signature on the Order Form.

"Computer Use Features" means the features of the Services that operate a browser or other software on the Customer's behalf, including to access a Third Party Platform using the account, credentials or access rights the Customer has for it.

"Confidential Information" means information that by its nature ought reasonably to be understood to be confidential, including the Fees and other commercial terms of this Agreement.

"Customer" means the entity identified as the Customer in the Order Form.

"Customer Data" means any data provided or made available to Partly by or on behalf of the Customer or its Authorised Users in connection with the Services, and any record the Computer Use Features generate of Actions taken, but excludes Feedback, Output, Usage Data and Partly Data.

"Data Protection Laws" means all data protection and privacy laws applicable to a party in connection with this Agreement, including in New Zealand the Privacy Act 2020, in the United Kingdom the UK General Data Protection Regulation and the Data Protection Act 2018, and in the United States all applicable federal and state data protection and privacy laws.

"Feedback" means any feedback, suggestion or idea the Customer provides about the Services.

"Fees" means the fees payable by the Customer as set out in the Order Form, including any fees for additional services accepted under clause 2.7.

"Governing Territory" means the country stated as the Governing Territory in the Order Form or, if none is stated, the country in which the Customer's registered office or principal place of business is located, provided it is one of the countries listed in clause 15.13.

"Initial Term" means the initial subscription period set out in the Order Form.

"Intellectual Property Rights" means all intellectual property rights of any kind in any jurisdiction, including patents, trade marks, service marks, copyright, registered designs, trade names, domain names, symbols and logos, applications for any of them, and trade secrets and know-how.

"Order Form" means the document the parties sign that references these Subscription Terms and sets out the Services, the Fees, the Governing Territory and the other commercial terms of this Agreement.

"Output" means any flag, suggestion, recommendation, summary, comparison, parts list or other output the Services generate.

"Partly" means Partly Group Limited.

"Partly Data" means all data and content Partly or its licensors make available through the Services or the Partly Platform, or that is generated through their operation, including vehicle, parts, fitment and repair data and records of transactions on the Partly Platform, but excluding any record the Computer Use Features generate of Actions taken.

"Partly Platform" means the online platform operated by Partly through which the Customer and its Authorised Users access and use the Services.

"Payment Terms" means the invoicing and payment terms set out in the Order Form.

"Privacy Policy" means Partly's privacy policy in place from time to time, currently at partly.com/privacypolicy.

"Product Supplier" means a supplier of vehicle-related products registered as such on the Partly Platform.

"Renewal Term" means each renewal period set out in the Order Form.

"Repair Network" means the network operated by Partly in the Governing Territory which uses Partly's digital infrastructure to connect suppliers of vehicle-related products, vehicle repairers, vehicle dismantlers, insurance companies, insurance assessors and other persons with each other.

"Services" means the services identified in the Order Form and made available to the Customer through the Partly Platform.

"Site" means a physical location operated by the Customer or its Affiliates at which vehicle repair or servicing is performed. Where parts are ordered through the Partly Platform, a Site is determined by the delivery address for parts, regardless of whether parts are ordered centrally or by personnel at that location. Once a location is a Site, it remains a Site for the remainder of the Term unless it is removed in accordance with the Agreement.

"Subscription Terms" means these subscription terms of service, as updated from time to time in accordance with clause 15.10.

"Term" means the Initial Term together with any Renewal Term.

"Third Party Platform" means any third-party website, application, platform or service to which the Customer has its own account, login credentials or access rights, including any management system or estimating system.

"Usage Data" means data Partly gathers regarding the Customer's or its Authorised Users' activity on and use of the Services, such as usage logs, performance metrics and telemetry, which is not Customer Data.

17. Interpretation

17.1 The Schedule to these Subscription Terms, and any schedule to the Order Form, each form part of this Agreement. A reference to this Agreement includes both.

17.2 A reference to a clause is a reference to a clause of these Subscription Terms unless stated otherwise.

17.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes all subordinate legislation made under it.

17.4 Words in the singular include the plural and words in the plural include the singular. A reference to a party includes that party's successors and permitted assigns. A reference to writing or written includes email.

17.5 Any words following the terms including, include, in particular, for example or any similar expression are illustrative and do not limit the sense of the words preceding them.

Schedule — Data Processing

This Schedule applies to Partly's processing of personal information within Customer Data, and applies to a vehicle identifier to the extent that identifier constitutes personal information. Capitalised terms not defined here have the meaning given in the Subscription Terms.

Part A — Where Partly acts as a processor

Part A applies only to the extent Partly processes personal information on the Customer's behalf and on its instructions.

A.1 The subject matter of the processing is Partly's provision of the Services. The processing continues for the Term and for any further period during which Partly retains the personal information under this Part A. The nature and purpose of the processing is the hosting, storage and use of personal information within Customer Data as necessary to provide, support and maintain the Services. The types of personal information are the information the Services expressly request in connection with a repair job, and any vehicle identifier to the extent it constitutes personal information. The categories of individuals are those whose information the Customer submits in connection with a repair job and, to the extent a vehicle identifier constitutes personal information, the owner, keeper or driver of the vehicle it identifies.

A.2 As between the parties, the Customer determines the purposes and means of that processing and is the controller in respect of it, and Partly processes it on the Customer's behalf and on its documented instructions, as set out in this Agreement. Partly will notify the Customer if, in its opinion, an instruction infringes applicable Data Protection Laws.

A.3 Partly will process that personal information only as necessary to provide, support and maintain the Services, and will not sell it or share it for cross-context behavioural advertising.

A.4 Partly will ensure that its personnel authorised to process that personal information are subject to an appropriate obligation of confidentiality.

A.5 Partly will implement and maintain appropriate technical and organisational measures to protect that personal information, and will notify the Customer without undue delay on becoming aware of any personal data breach affecting it, with sufficient information to enable the Customer to meet its own notification obligations.

A.6 The Customer gives Partly general authorisation to engage sub-processors. Partly will impose data protection terms on each sub-processor providing at least the same level of protection as this Part A and remains responsible for its compliance. Partly will maintain a list of sub-processors, available to the Customer on request, and will give the Customer reasonable prior notice of any intended addition or replacement so that the Customer may object on reasonable data protection grounds.

A.7 Partly will assist the Customer, at the Customer's cost where the assistance is more than trivial, in responding to requests from individuals exercising their rights, and in carrying out any data protection impact assessment or consultation with a supervisory authority, in each case to the extent relating to Partly's processing.

A.8 If an individual submits a request directly to Partly, Partly will direct them to the Customer and, to the extent the Customer cannot address the request through its own use of the Services, will provide reasonable assistance on written request.

A.9 On termination or expiry, and at the Customer's election, Partly will delete or return the personal information within Customer Data that Partly processes under this Part A, except to the extent retention is required by law or the information is held in routine backups made in the ordinary course, in which case it remains subject to this Part A for as long as it is retained.

A.10 Partly will make available the information reasonably necessary to demonstrate its compliance with this Part A, and may do so by providing its current security documentation and any third-party certification or audit report it holds. Where that information does not reasonably demonstrate Partly's compliance, or a supervisory authority requires an audit, Partly will allow an audit no more than once in any twelve (12) month period and on thirty (30) days' notice, provided the audit does not disrupt Partly's operations or give access to another customer's data. Each party bears its own costs.

A.11 Where personal information is transferred out of the Governing Territory, the parties will put in place any transfer mechanism required by the applicable Data Protection Laws.

Part B — Where each party acts as an independent controller

Part B applies to the extent each party determines the purposes and means of its own processing, including Partly's processing to operate and improve the Services and to generate Aggregated Anonymised Data, and any disclosure by Partly to a Product Supplier or insurer at the Customer's direction.

B.1 Each party is an independent controller in respect of its own processing, and neither is the other's processor for those purposes. Each party is responsible for complying with the Data Protection Laws applicable to it.

B.2 Each party will maintain a lawful basis for its own processing, and will provide any notice or information required to be given to individuals in respect of it.

B.3 Where a party discloses personal information to the other, the disclosing party warrants that it is entitled to do so and that any required notice has been given or lawful basis established.

B.4 Each party will provide the other with reasonable co-operation in responding to a request from an individual, or to a supervisory authority, that concerns personal information the other holds.

B.5 Partly's use of Customer Data to develop and improve its parts matching, parts identification and repair information systems, and to generate Aggregated Anonymised Data, is processing for Partly's own purposes as an independent controller.

B.6 Partly processes the names, business contact details and account credentials of the Customer's personnel and Authorised Users as an independent controller, for account administration, authentication, security, billing, support and communications about the Services.

B.7 Each party will notify the other without undue delay on becoming aware of any personal data breach affecting personal information the other disclosed to it under this Agreement, with sufficient information to enable that other party to meet its own notification obligations, and will provide reasonable co-operation in relation to it.