Master Services Agreement

2.1 Provision of Service

PO2Order will make the Service available to Customer in accordance with this Agreement and the applicable Order Form. The Service processes purchase order documents submitted via Customer's dedicated email inbox, extracts order data using AI, validates it, and creates draft sales orders within Customer's designated commerce platform or ERP system.

2.2 Modifications to the Service

PO2Order may update, modify, or enhance the Service from time to time. PO2Order will use reasonable efforts to notify Customer of material changes that adversely affect the functionality of the Service. No modification will materially diminish the core functionality of the Service during an active Term.

2.3 Service Availability

PO2Order will use commercially reasonable efforts to maintain the availability of the Service. The Service may be temporarily unavailable for scheduled maintenance (with reasonable advance notice where practicable) or due to circumstances beyond PO2Order's reasonable control.

2.4 Support

PO2Order will provide support in accordance with the support terms applicable to Customer's Plan, as described in the Documentation or Order Form.

3.1 Account Responsibilities

Customer is responsible for:

• maintaining the confidentiality of account credentials;
• all activities that occur under Customer's account;
• ensuring Authorised Users comply with this Agreement; and
• the accuracy and legality of all Customer Data.

3.2 Acceptable Use

Customer will not, and will not permit any third party to:

• use the Service for any unlawful purpose or in violation of any applicable law;
• interfere with or disrupt the integrity, performance, or security of the Service;
• attempt to gain unauthorised access to the Service or its related systems;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, or underlying architecture of the Service (see Section 8.4);
• use the Service to develop, train, or improve a competing product or service;
• transmit any malware, viruses, or harmful code through the Service;
• exceed any usage limits or rate limits applicable to Customer's Plan;
• resell, sublicense, or make the Service available to any third party other than Authorised Users; or
• remove or obscure any proprietary notices in the Service.

3.3 Third-Party Platforms

Customer is solely responsible for maintaining valid accounts, licences, and API access for any third-party platforms (e.g. Shopify, NetSuite, BigCommerce, QuickBooks) integrated with the Service. PO2Order is not responsible for any failures, limitations, or changes imposed by third-party platform providers.

4.1 Fees

Customer will pay the Fees specified in the Fee Schedule of the applicable Order Form. The Fee Schedule will set out, as applicable, any recurring subscription fees, included volumes (such as included Orders per billing period), per-Order or overage charges, onboarding or implementation fees, and any other charges agreed between the parties. Different Order Forms may use different fee structures (for example, flat-rate, usage-based, tiered, or hybrid) as set out in their respective Fee Schedules.

4.2 Invoicing and Payment

• Recurring subscription Fees are invoiced in advance of each billing period.
• Usage-based, per-Order, or overage Fees are invoiced in arrears at the frequency specified in the Order Form (typically monthly).
• One-off Fees (such as onboarding or implementation Fees) are invoiced as specified in the Order Form.
• All invoices are due and payable within thirty (30) days of the invoice date ("Net 30").
• All Fees are stated exclusive of GST, sales tax, VAT, or other applicable taxes, which will be added where required by law.

4.3 Late Payment

If any undisputed invoice remains unpaid for more than thirty (30) days after its due date:

• PO2Order may charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower), calculated daily from the due date until payment is received.
• PO2Order may, upon seven (7) days' written notice, suspend Customer's access to the Service until all outstanding amounts are paid in full.

4.4 Fee Changes

PO2Order may adjust Fees upon renewal of the Term by providing Customer with at least sixty (60) days' written notice prior to the start of the renewal period. Fee changes will not apply to the then-current Term unless otherwise agreed in writing. If Customer does not accept the adjusted Fees, Customer's sole remedy is to give written notice of non-renewal under Section 10.1, in which case this Agreement will terminate at the end of the then-current Term. Continued use of the Service into the renewal period constitutes acceptance of the adjusted Fees.

4.5 No Refunds

Except as expressly stated in this Agreement, all Fees are non-refundable. There are no refunds or credits for partial billing periods, downgrades, or unused Order volumes.

4.6 Disputes

If Customer disputes any portion of an invoice in good faith, Customer must notify PO2Order in writing within fourteen (14) days of receipt, specifying the disputed amount and the basis for the dispute. The undisputed portion remains due and payable. The parties will use reasonable efforts to resolve the dispute promptly.

5.1 Minimum Term

Each Order Form will have a minimum commitment period of twelve (12) months from the Effective Date of that Order Form ("Minimum Term"), unless otherwise specified.

5.2 Early Termination

If Customer terminates this Agreement or an Order Form prior to the expiry of the Minimum Term for any reason other than PO2Order's uncured material breach, Customer will pay PO2Order the remaining recurring subscription Fees due for the unexpired portion of the Minimum Term as a termination fee, payable within fourteen (14) days of termination. For Order Forms with no recurring subscription Fees (such as pure usage-based plans), the termination fee is the average monthly Fees actually charged across the most recent three (3) months prior to termination, multiplied by the number of months remaining in the Minimum Term.

6.1 Obligations

Each party will:

• hold the other party's Confidential Information in strict confidence;
• not disclose Confidential Information to any third party except as permitted under this Agreement;
• use Confidential Information solely for the purpose of exercising its rights or performing its obligations under this Agreement; and
• protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in any event no less than reasonable care.

6.2 Permitted Disclosures

A party may disclose Confidential Information to its employees, contractors, advisers, and Affiliates who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement.

6.3 Exceptions

Confidential Information does not include information that:

• is or becomes publicly available through no fault of the receiving party;
• was already known to the receiving party without restriction prior to disclosure;
• is independently developed by the receiving party without use of the disclosing party's Confidential Information; or
• is received from a third party without breach of any obligation of confidentiality.

6.4 Compelled Disclosure

If a party is compelled by law, regulation, or court order to disclose Confidential Information, it will provide prompt written notice to the other party (to the extent legally permitted) and will disclose only the minimum information required.

7.1 Customer Data Ownership

Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to PO2Order.

7.2 Licence to Process

Customer grants PO2Order a limited, non-exclusive, worldwide licence to use, process, and transmit Customer Data solely to the extent necessary to provide the Service and perform PO2Order's obligations under this Agreement.

7.3 Data Processing

PO2Order processes Customer Data in transit to perform the Service. PO2Order does not persistently store Customer Data beyond the period reasonably necessary to complete processing of each Order and deliver the output to Customer's designated platform. Transient processing data (such as logs and queue records) may be retained for a limited period for operational, debugging, and security purposes.

7.4 Data Security

PO2Order will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including:

• encryption of data in transit using TLS;
• encryption of data at rest;
• least-privilege access controls with audit logging; and
• safeguards appropriate to the nature of the data processed.

7.5 Data Protection Laws

Each party will comply with all applicable data protection and privacy laws in connection with its performance under this Agreement. To the extent PO2Order processes personal data on behalf of Customer within the meaning of the EU General Data Protection Regulation, New Zealand Privacy Act 2020, or equivalent legislation, the parties will enter into a Data Processing Addendum.

7.6 Anonymised Data

PO2Order may use anonymised and aggregated data derived from Customer's use of the Service (that does not identify Customer, its Authorised Users, or any individual) for product improvement, analytics, and benchmarking purposes. This right survives termination.

8.1 PO2Order IP

PO2Order and its licensors retain all Intellectual Property Rights in and to the Service, Documentation, and all improvements, derivatives, and modifications thereof. No rights are granted to Customer except as expressly set out in this Agreement.

8.2 Licence to Use

Subject to Customer's compliance with this Agreement and payment of Fees, PO2Order grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the Term, solely for Customer's internal business purposes and in accordance with the applicable Plan.

8.3 Feedback

If Customer provides suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), Customer hereby assigns to PO2Order all right, title, and interest in such Feedback. PO2Order may use, incorporate, and commercialise Feedback without restriction or obligation to Customer.

8.4 Reverse Engineering Prohibition

Customer will not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, or underlying architecture of the Service.

Customer acknowledges that any breach of this Section 8.4 will cause PO2Order irreparable harm for which monetary damages alone would be inadequate, and that PO2Order is entitled to seek injunctive and other equitable relief without the requirement of posting bond or proving actual damages, in addition to any other remedies available at law or in equity, including actual damages and termination of this Agreement and all Order Forms under Section 10.3.

9.1 Mutual Warranties

Each party represents and warrants that:

• it has the legal power and authority to enter into this Agreement;
• it will comply with all applicable laws in performing its obligations; and
• this Agreement constitutes a valid and binding obligation.

9.2 PO2Order Warranty

PO2Order warrants that the Service will perform in substantial conformity with the Documentation during the Term.

9.3 Disclaimer

Except as expressly set out in this Agreement, the Service is provided "as is" and "as available". PO2Order disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

PO2Order does not warrant that:

• the Service will be uninterrupted, error-free, or free of harmful components;
• the Service will meet Customer's specific requirements;
• results obtained through the Service will be accurate or reliable; or
• any defects will be corrected.

9.4 AI Accuracy

The Service uses artificial intelligence and machine learning to process documents. While PO2Order strives for high accuracy, Customer acknowledges that AI-based extraction and matching may produce errors. Customer is responsible for reviewing and approving all draft orders before fulfilment.

10.1 Term

This Agreement commences on the Effective Date and continues for the initial period specified in the Order Form ("Initial Term"). Upon expiry of the Initial Term, this Agreement will automatically renew for successive twelve (12) month periods ("Renewal Terms") unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current Term. The Initial Term and any Renewal Terms are collectively the "Term".

10.2 Termination for Cause

Either party may terminate this Agreement by written notice if:

• the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach; or
• the other party becomes insolvent, enters into liquidation, receivership, or administration, or makes an assignment for the benefit of creditors.

10.3 Termination by PO2Order

PO2Order may suspend or terminate Customer's access to the Service immediately upon written notice if:

• Customer breaches Section 3.2 (Acceptable Use) or Section 8.4 (Reverse Engineering);
• Customer's use of the Service poses a security risk to PO2Order or any third party; or
• Customer fails to pay undisputed Fees for more than thirty (30) days after written notice of non-payment.

10.4 Effect of Termination

Upon termination or expiry of this Agreement:

• all licences and rights granted to Customer will immediately cease;
• Customer will immediately cease using the Service;
• each party will return or destroy the other party's Confidential Information, upon written request;
• Customer will pay all Fees accrued up to and including the date of termination, including any early termination fees under Section 5.2; and
• the following Sections will survive termination: 1 (Definitions), 4 (Fees and Payment, to the extent of accrued obligations), 5.2 (Early Termination), 6 (Confidentiality), 7.1 (Customer Data Ownership), 7.6 (Anonymised Data), 8.1 (PO2Order IP), 8.3 (Feedback), 8.4 (Reverse Engineering), 9.3 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), and 14 (General).

10.5 No Data Retention

PO2Order does not persistently store Customer Data. Upon termination, PO2Order has no obligation to provide data exports, as all processed order data will have already been delivered to Customer's designated commerce platform or ERP system during the course of normal Service operation. Transient processing data will be deleted in accordance with PO2Order's standard data retention practices.

11.1 Exclusion of Consequential Damages

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business opportunities, or goodwill, arising out of or in connection with this Agreement, regardless of the theory of liability (contract, tort, strict liability, or otherwise), even if the party has been advised of the possibility of such damages.

11.2 Liability Cap

Except for Customer's payment obligations under this Agreement and each party's obligations under Section 12 (Indemnification), the total aggregate liability of either party arising out of or in connection with this Agreement will not exceed the total Fees paid or payable by Customer to PO2Order in the twelve (12) months immediately preceding the first event giving rise to the claim.

11.3 Basis of the Bargain

Customer acknowledges that PO2Order has set its Fees and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties.

12.1 By Customer

Customer will indemnify, defend, and hold harmless PO2Order and its directors, officers, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Customer's breach of this Agreement;
• Customer Data, including any claim that Customer Data infringes a third party's Intellectual Property Rights or violates applicable law;
• Customer's use of the Service in violation of applicable law; or
• any dispute between Customer and its end customers, suppliers, or third-party platform providers.

12.2 By PO2Order (IP Indemnity)

PO2Order will indemnify, defend, and hold harmless Customer and its directors, officers, and employees from and against any third-party claim alleging that Customer's authorised use of the Service in accordance with this Agreement infringes the Intellectual Property Rights of that third party, and will pay any damages and reasonable legal fees finally awarded against Customer (or agreed in settlement by PO2Order) in respect of such claim.

PO2Order has no obligation under this Section 12.2 to the extent the claim arises from:

• Customer Data, or any combination of the Service with materials, software, or services not provided by PO2Order, where the Service alone would not have given rise to the claim;
• modification of the Service by anyone other than PO2Order or its authorised contractors;
• Customer's use of the Service in breach of this Agreement or outside the scope of the Documentation; or
• Customer's continued use of an allegedly infringing version of the Service after PO2Order has made a non-infringing alternative available.

If the Service becomes, or in PO2Order's reasonable opinion is likely to become, the subject of an infringement claim, PO2Order may, at its option and expense: (i) procure for Customer the right to continue using the Service; (ii) modify or replace the Service so that it is non-infringing while substantially preserving functionality; or (iii) terminate the affected Order Form on written notice and refund any prepaid Fees attributable to the unused portion of the then-current Term.

PO2Order's total aggregate liability under this Section 12.2 is subject to the liability cap in Section 11.2. This Section 12.2 states PO2Order's sole liability, and Customer's sole and exclusive remedy, for any third-party claim of infringement of Intellectual Property Rights arising out of or in connection with the Service.

12.3 Process

The party seeking indemnification will promptly notify the indemnifying party of any claim subject to indemnification (provided that failure to notify will not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced). The indemnifying party will have sole control of the defence and settlement of any such claim, provided that it will not settle any claim that imposes obligations on the indemnified party (other than payment of indemnified amounts) without the indemnified party's prior written consent.

13.1 Use of Name and Logo

PO2Order may use Customer's name and logo on its website, marketing materials, and customer lists to identify Customer as a user of the Service. Customer may revoke this right at any time by providing written notice to PO2Order.

13.2 Effect of Revocation

Where Customer revokes the rights granted under Section 13.1, from the date of revocation all future Fees revert to PO2Order's then-current standard list price for the applicable Plan. The change takes effect prospectively only — no clawback applies to Fees already invoiced or paid for periods prior to revocation, and revocation does not affect any other rights or obligations under this Agreement.

14.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand for the resolution of any disputes arising out of or in connection with this Agreement.

14.2 Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, power or internet failures, or third-party service provider outages.

14.3 Assignment

Customer may not assign or transfer this Agreement or any rights or obligations hereunder without PO2Order's prior written consent. PO2Order may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.

14.4 Notices

All notices under this Agreement must be in writing and sent to the addresses specified in the Order Form, or to legal@po2order.com for notices to PO2Order. Notices are deemed received upon delivery if delivered by hand, one business day after sending if sent by recognised overnight courier, or upon confirmed transmission if sent by email.

14.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

14.6 Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement will constitute a waiver of that right or remedy. Any waiver must be in writing and signed by the waiving party.

14.7 Entire Agreement

This Agreement, together with all Order Forms, the Documentation, and any Data Processing Addendum, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings.

14.8 Amendments

This Agreement may only be amended by a written instrument signed by both parties, except that PO2Order may make non-material updates to this Agreement (for example, clarifications, formatting changes, updates to contact details, or changes required to comply with applicable law) by providing Customer with at least thirty (30) days' written notice. Any change that materially and adversely affects Customer's rights or obligations under this Agreement requires the mutual written agreement of both parties. If a non-material update is notified and Customer does not agree to it, Customer's sole remedy is to terminate this Agreement at the end of the then-current Term.

14.9 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

14.10 Counterparts

This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. Electronic signatures are valid and binding.