Penguin Pilot — Platform Terms of Service

The Network Software Limited trading as Penguin Pilot

Version 1.0 · Effective 01 October 2026

Read this first

These terms cover the whole Penguin Pilot platform — every module, every feature, now and in the future. You accept them once. You do not need to accept separate terms each time you turn on a new module.

Some modules have extra rules that only make sense for that module (for example, sending marketing email, e-signing a document, or listing a property on a portal). Those sit in Schedule 1 — Module Rules at the end. They apply automatically to the modules you actually use, and only to those modules.

Throughout, we’ve put a short plain-English summary at the start of each section. The summary is there to help you read quickly. If a summary and the clauses ever seem to disagree, the clauses are the ones that count.

1. Who we are and who you are

In short: we’re Penguin Pilot. You’re the business that signed up. Whoever clicks “I agree” must be allowed to agree on that business’s behalf.

1.1 Us. “We”, “us” and “our” mean The Network Software Limited (New Zealand company number 9429048076104), trading as Penguin Pilot.

1.2 You. “You” and “your” mean the organisation that has subscribed to the platform. If you signed up as an individual rather than on behalf of a business, “you” means you personally.

1.3 Authority. If you accept these terms on behalf of a business, you promise you’re authorised to bind that business. That business is then the customer, and it is responsible for everything done under its workspace.

1.4 Billing scope. Billing can be set at organisation, team or individual level. Whichever scope applies, the organisation that owns the workspace is the contracting party, owns the Customer Data in it, and is liable for all fees — including fees incurred under a team or individual scope. Data created under a team or individual scope stays with the organisation when that team or person leaves.

1.5 How you accept. You accept these terms by doing any of the following: clicking to accept them, signing an order or quote that refers to them, or using the platform. If you don’t accept them, stop using the platform. This doesn’t apply if you came through a Partner — see clause 1.6. In that case these terms don’t apply to you at all, however much you use the platform, unless you later take a subscription directly with us.

1.6 If you came through a Partner. Some businesses buy Penguin Pilot through a Partner who brands the platform as their own. If that’s you, your agreement is with your Partner, not with us — they set your price and packages, they invoice you, they support you, and their terms of service govern your use of the platform. These terms don’t apply to you unless and until you take a subscription directly with us. Clause 22 explains the position, and what your Partner has to give you.

1.7 What makes up our agreement. Our agreement with you is made up of: these terms; your order, package or plan (including the price and any limits shown at the time you subscribe); the Acceptable Use Policy; the Privacy Policy; and, if you’re a Partner, the White Label Partner Terms. If there’s a conflict, the order of priority is: your signed order form (if we’ve signed one with you); then the White Label Partner Terms, but only for matters about the partner relationship itself (branding, packaging, pricing to clients, payouts and partner termination); then these terms, which always prevail on how the software may be used; then the policies. Where EU or UK data protection law applies to you, our GDPR and UK GDPR Terms at penguinpilot.ai/legal/gdpr also form part of our agreement, and prevail on the subjects they cover.

2. Words we use

In short: the definitions you’ll need. We’ve kept them short.

These words have the meaning given below wherever they appear, whether or not they’re capitalised — we’ve kept normal capitalisation so the terms stay readable.

AI Features — any part of the platform that uses artificial intelligence to generate, summarise, score, extract or transform content.

Included Allowance — the usage each meter includes in your package for a Usage Period. It resets each period and is not purchased.

Credits (or Purchased Credits) — units you buy to add usage to a meter once your Included Allowance is used up. See Schedule 2.

Customer Data — everything you or your users put into the platform, or that the platform collects for you: contacts, leads, properties, deals, documents, files, financial records, marketing lists, and anything else stored in your workspace.

Beta Program — a product or module offered for evaluation rather than as a finished service, however we label it. See section 4A.

Meters — the five things we measure: Automations, AI Credits, Marketing Emails, Storage and System Usage. See Schedule 2.

Module — a functional part of the platform (for example Pipelines, Digi-Sign, Marketing Emails, Training Academy, Properties).

Partner — a business that white-labels and resells the platform under our White Label Partner Terms. We also call this a reseller.

Partner Client — a business that subscribes to a Partner’s service and is provisioned a workspace on the platform. A Partner Client has no agreement with us.

Package — the plan you subscribe to. Your package sets which modules you can use, how many seats you have, and what usage allowances are included.

Platform — the Penguin Pilot software, websites, mobile apps, APIs and related services.

Seat — a licence for one named user to access the platform.

Usage Period — the recurring period over which usage allowances are measured and reset. Unless we say otherwise, this is monthly, running from your subscription’s billing date.

Workspace — your isolated tenant on the platform, containing your teams, users and Customer Data.

Your Users — the people you give access to your workspace: your staff, contractors and anyone else you invite.

3. Your account, workspace and users

In short: you’re responsible for who you let in and what they do. Keep credentials safe. Seats are per person, not shared.

3.1 To use the platform you must be at least 18, able to enter into a contract, and give us accurate registration details that you keep up to date.

3.2 We give you a workspace. You control who has access to it and what they can see, using the roles and permissions in the platform. You are responsible for configuring those settings correctly.

3.3 You are responsible for Your Users. Everything Your Users do in your workspace is treated as done by you. If one of them breaches these terms, you have breached these terms.

3.4 Seats are personal. Each seat is for one named individual. Seats must not be shared between people, and must not be used as a generic or shared login. You may reassign a seat when someone leaves your business, but you must not rotate seats between people to avoid paying for them.

3.5 Keep credentials secure. You and Your Users must keep passwords, API keys, tokens and multi-factor recovery codes confidential. Tell us immediately at support@penguinpilot.ai if you think an account has been compromised.

3.6 Our access to your workspace. We may access your workspace where we need to in order to provide support, investigate a problem, maintain security, or comply with the law. We limit that access to staff who need it, and we log it. If a workspace belongs to a Partner’s client, that Partner administers it — see clause 22.

3.7 We may suspend or remove any individual user who we reasonably believe is misusing the platform, without suspending your whole workspace.

3.8 Who owns the workspace. The business named as the customer owns the workspace. If you signed up as an individual and not on behalf of a business, you own it personally.

3.9 Ownership disputes. Businesses split up. If two or more people claim the same workspace, this is how we deal with it.

(a) We are not a court, an arbitrator or an investigator, and we won’t adjudicate the underlying dispute between you.

(b) We may ask anyone claiming the workspace for documentation, and we may decline to act until we get it.

(c) In deciding who to treat as the owner for the limited purpose of controlling the account, we may consider: who has consistently paid for it; who created it; company, partnership or trust records; a court order or settlement agreement; and anything else we reasonably consider relevant. We may disregard any document we reasonably believe is forged, altered or unreliable.

(d) Our decision is administrative only. It decides who controls the account, not who owns the business or the data, and it doesn’t bind anyone in any legal proceeding between you.

(e) If we can’t reasonably work out who the owner is, we may suspend the workspace until you reach a written agreement or a court decides. We’ll keep the data intact while it’s suspended.

(f) You indemnify us under clause 20.1 for any claim arising from how we handle an ownership dispute. This doesn’t apply to a decision we make dishonestly or in bad faith.

3.10 Competitors. You may not access or use the platform if you build, sell or work for a business that competes with Penguin Pilot, and you must not give anyone in that position access to your workspace, unless we agree in writing. Partners who white-label and resell the platform under our White Label Partner Terms are not competitors for this purpose.

3.11 Security testing. You must not conduct penetration testing, vulnerability scanning or any other security testing against the platform without our prior written consent. If you find a vulnerability, report it under clause 17.4.

4. What we provide

In short: we run the platform and keep improving it. We’ll aim for it to always be there, but we can’t promise perfection, features will change over time, and support is best-efforts with no service levels attached.

4.1 We grant you a non-exclusive, non-transferable, revocable right to use the platform for your own internal business purposes for as long as your subscription is current and paid for, in accordance with these terms.

4.2 We’ll provide the platform with reasonable care and skill and in accordance with applicable law.

4.3 Availability. We aim to make the platform available 24 hours a day, 7 days a week, other than during planned maintenance (which we’ll usually run between 9pm and 6am NZT) and unplanned maintenance or emergency work. We’ll give you advance notice of planned maintenance where we reasonably can. We do not promise uninterrupted or error-free access.

4.4 Support. Support is not a contracted part of what you’re paying for, and we make no commitment to provide it.

(a) We make self-help resources available — in-app help, a knowledge base and a ticketing system — and we generally do respond to tickets. But we give no service levels, no response times, no resolution times, no support hours and no availability commitment of any kind, and nothing on our website, in our marketing, in a ticket or in a conversation creates one.

(b) We may change, reduce, pause or withdraw support, in whole or for any individual customer, at any time and without notice.

(c) We may decline to assist with anything, and we don’t have to give a reason.

(d) Work that goes beyond answering a question about the platform — data migration, imports, bulk changes, configuration, training, integration work, or repairing something you or Your Users have done — is outside support entirely. We may decline it, or quote for it as a separate paid service.

(e) We may in future offer paid support plans with defined service levels. If we do, those service levels apply only to customers who have bought that plan, and only on its terms. Until then, no service level applies to anyone.

(f) If a workspace belongs to a Partner’s client, the Partner provides all support for it. We provide none to that client directly, except as clause 2.3 of the White Label Partner Terms allows.

4.5 Changes to the platform. We’re constantly developing Penguin Pilot. We may add, change, or remove features and modules at any time. If we permanently remove a material

feature that you’re actively using, and there’s no reasonable equivalent, we’ll give you at least 30 days’ notice by email or in the platform, and you may cancel the affected part of your subscription without penalty before the change takes effect.

4.6 Beta programs. We run beta, preview and early access programs. They work differently from the rest of the platform and carry real risk to your data. Section 4A sets out the rules, and you should read it before you join one.

4.7 Third-party dependencies. Parts of the platform rely on third parties (see Schedule 3). If a third party changes, restricts, prices or withdraws its service, the corresponding feature may change or stop working. That isn’t a breach of these terms by us.

4A. Beta programs

In short: betas are experiments. They break, they change, they can disappear, and if we fold one into the main platform your data may not come with it. Join one to help us build it — not to run your business on it.

What a Beta Program is

4A.1 From time to time we invite customers into a Beta Program — a product or module we’re still building, offered for evaluation and feedback rather than as a finished service. We may call it beta, preview, early access, pilot, trial release or something similar. It means the same thing.

4A.2 The Beta Programs running as at the effective date of these terms are: Web Builder, Video Studio and Social Media Automation. The current list, and what each one includes, is shown in the platform. We may add or remove Beta Programs at any time, and doing so is a minor change under clause 23.2.

4A.3 Joining is voluntary and you can leave at any time. If you’re in one and you’d rather not be, turn it off in the platform or tell us.

Betas are built differently — and that changes things

4A.4 A Beta Program is not part of the main platform. We build them separately so we can move quickly, which means a Beta Program may use:

(a) different authentication — a separate login, separate credentials, and possibly no single sign-on, multi-factor authentication or session controls;

(b) a different payment gateway — a separate checkout, a separate payment relationship, and separate card handling;

(c) different hosting, storage and infrastructure, in a different location from the one in clause 9.7; and

(d) different third parties from those listed in Schedule 3.

4A.5 What that means for the rest of these terms. While you’re using a Beta Program:

(a) the security measures in clause 17 apply only so far as they’ve been built — tenant isolation, permissions, encryption, audit logging and access controls may be incomplete, absent, or work differently;

(b) the workspace permissions and roles you’ve configured in the main platform may not carry across. Check who can see what inside the beta before you put anything in it;

(c) clause 7 (fees and payment) may not apply. Where a Beta Program is paid for through a different gateway, the payment terms are the ones shown to you at that checkout;

(d) your usage may not be metered, or may be metered differently, and Schedule 2 may not apply; and

(e) Schedule 3 may not list the third parties involved. We’ll tell you at signup where a Beta Program sends data somewhere the main platform doesn’t.

4A.6 Your credentials are still your responsibility. Clause 3.5 applies to a beta login the same as any other, and a beta login is not a reason to reuse a password.

4A.7 Everything else still applies. A Beta Program is still part of the platform for the purposes of these terms. The Acceptable Use Policy, clause 10 (privacy), clause 13A (you are the sender), clause 11 (AI), clause 15 (intellectual property) and clause 20 (indemnity) all apply in full. Your data in a beta is still your Customer Data, and it’s still personal information you’re responsible for under the Privacy Act 2020.

What we don’t promise — which is everything

4A.8 A Beta Program is provided “as is” and “as available”, with no warranty of any kind. To the maximum extent the law allows, we make no promise that it:

(a) works, works correctly, or works at all;

(b) is available, stable, or continues to be available;

(c) is finished, tested, secure, or fit for any purpose;

(d) produces accurate, complete or usable output; or

(e) will ever become a released product.

4A.9 Expect bugs. Beta Programs are not market ready. They contain defects, they behave unpredictably, they lose work, and features change or vanish between sessions without notice.

4A.10 No support and no service levels. Clause 4.4 already says we make no support commitment; for a Beta Program we make even less of one. We may not respond to a beta issue at all.

4A.11 Don’t run your business on it. Do not use a Beta Program for anything you can’t afford to lose, anything time-critical, anything a client is relying on, or anything you have a legal or professional obligation to get right. If you use beta output in front of a client, a vendor or a regulator, that is entirely your decision and your risk.

4A.12 Keep your own copies. Clause 9.5 applies with particular force here. Export anything you’d be upset to lose, and do it regularly.

We can change or stop a beta at any time

4A.13 We may change, restrict, suspend, withdraw or discontinue a Beta Program, in whole or in part, at any time, for any reason, with or without notice, and without liability to you. We don’t have to give a reason, and we don’t have to replace it.

4A.14 We’re not obliged to release a Beta Program as a product, to keep any feature it had, or to keep it at any price.

4A.15 If we discontinue a Beta Program, your data in it may be deleted. We’ll give you notice and a chance to export where we reasonably can, but the 30-day export window in clause 21.8 does not apply to a Beta Program, and we may not be able to provide an export at all. Clause 4A.12 is the answer to this.

If a beta becomes a real product

4A.16 We may fold a Beta Program into the main platform, in whole or in part, or release it as a separate paid module.

4A.17 Your data may not come with it. Beta Programs are built on different foundations, so when we merge one in we often have to rebuild the underlying structure. We do not promise to migrate your beta data, and in many cases we won’t be able to. That includes content, settings, templates, designs, sites, videos, schedules, connections and history.

4A.18 Where migration is possible we’ll offer it, and we’ll tell you before the merge what will and won’t come across so you can export the rest. Where it isn’t, we’ll tell you that too, with as much notice as we reasonably can.

4A.19 What it costs afterwards is a separate question. A Beta Program that becomes a released module may be included in your package, offered as a paid add-on, or priced separately. Using it free during beta gives you no entitlement to it afterwards, at any price, and there is no grandfathering unless we say so in writing.

4A.20 If it becomes a paid module and you don’t want it, you don’t have to take it — but you’ll lose access to it, and clause 4A.17 applies to whatever you had in it.

Fees, feedback and confidentiality

4A.21 Fees. A Beta Program may be free, discounted, or charged. Where it’s charged, the price and payment terms are the ones shown to you when you join, and clause 4A.5(c)

applies. Fees paid for a Beta Program are non-refundable, including where we discontinue it, except where the law requires otherwise.

4A.22 Feedback. The point of a beta is to tell us what’s wrong with it. Clause 15.4 applies: anything you tell us about a Beta Program we may use freely, without owing you anything.

4A.23 Confidentiality. A Beta Program may show you features we haven’t announced. Those are our confidential information under clause 16 until we release them publicly. Don’t demonstrate, screenshot, publish or describe an unreleased Beta Program outside your organisation without our written consent.

Liability

4A.24 We have no liability arising out of a Beta Program — including for defects, downtime, data loss, corruption, security failures, output errors, discontinuation, failure to migrate data, or any commercial consequence of any of those. Clause 19.5(f) applies, and clause 19 applies in full.

4A.25 Clause 19.4 still stands: nothing here limits liability for death or personal injury caused by negligence, for fraud or wilful misconduct, or for anything that can’t be limited by law. Clauses 18.4 and 18.5 apply to Beta Programs as they do to the rest of the platform.

5. Packages, modules and seats

In short: your package decides what you get. Turning on more costs more. Don’t work around the limits.

5.1 Your package defines your access. Which modules you can use, how many seats you have, and what usage allowances are included are all set by the package you subscribe to. This is shown to you when you subscribe and inside the platform.

5.2 New modules. If we release a new module, it becomes part of the platform and is covered by these terms. Whether it’s included in your package, available as an add-on, or priced separately is set out in the platform at the time. You never need to accept new terms to use a new module — but any module-specific rules in Schedule 1 apply automatically when you turn it on.

5.3 Adding modules or seats. You can add modules or seats at any time through the platform. Additional charges start from the date you add them, charged pro-rata for the balance of your current billing period, and then in full from your next billing date.

5.4 Removing modules or seats. You can reduce your modules or seats effective from your next billing date. We don’t refund or credit the balance of a period you’ve already paid for. Removing a module doesn’t delete the underlying data straight away, but you may lose the ability to access, search or export it, so export first.

5.5 No circumvention. You must not do anything designed to get around your package’s limits. That includes sharing seats, running multiple workspaces to split usage that should

sit in one, using automated tools or the API to avoid metering, or accessing modules you haven’t paid for. If you do, we may charge you for the usage you avoided, at our standard rates, and clause 7.9 applies.

5.6 Industry gating. Some modules are only available for particular industries (for example, the real estate modules). We may restrict access accordingly.

5.7 Module rules. Some modules have extra rules that apply only if you use them. These are set out in Schedule 1 — Module Rules, which forms part of these terms.

6. Usage: meters and credits

In short: five things are measured — Automations, AI Credits, Marketing Emails, Storage and System Usage. Your package includes an allowance of each. Run out, and that part of the platform pauses until your next period unless you buy more. Full detail is in Schedule 2.

6.1 The five meters. We measure your use of the platform against five meters: Automations, AI Credits, Marketing Emails, Storage and System Usage. Schedule 2 explains what each one counts.

6.2 System Usage. System Usage is a single, deliberately general meter that covers the everyday technical consumption of the platform that isn’t separately metered — things like API calls, webhooks, integration syncs, the number of records held in your workspace, background jobs, searches, reports, exports, and publishing or syncing to third-party services. We don’t itemise or separately price each of these. We measure them together as System Usage so that it’s simple to understand and simple to top up. We may change how System Usage is calculated to keep it fair and representative. If a change would materially increase what a typical workspace consumes, we’ll give you at least 30 days’ notice before it takes effect, and you may cancel your subscription before then if you don’t want to continue — in which case we’ll refund the unused prepaid portion of your current period.

6.3 Included allowances. Your package includes an allowance for each meter. Allowances are calculated per workspace, or per seat where your package says so. Allowances reset at the start of each Usage Period and do not roll over — unused allowance is lost.

6.4 Buying more. You can buy additional Credits for any meter at any time, at the prices shown in the platform. Credits are sold in fixed packages, and the size and price of each package is shown before you buy.

6.4A Auto top-up — you authorise us to charge you automatically. You can turn on auto top-up for any meter. It’s off unless you turn it on.

(a) What it does. When your balance for that meter falls below the threshold you set, we automatically buy the credit package you’ve chosen and charge your payment method on file, without asking you again. This can happen more than once in a period, and it can happen at any hour, including while nobody at your business is watching.

(b) You choose the settings. You set the meter, the trigger threshold, the package size, and a maximum spend per Usage Period. We show you the maximum you could

be charged before you turn it on. If you don’t set a maximum, the default for your package applies.

(c) You are responsible for what it buys. Auto top-up does what you configured it to do. A runaway automation, a misconfigured workflow, a bulk import, a looping integration or an unexpected spike in usage can consume credits quickly, and auto top-up will keep buying until it hits your cap. That’s your usage and your charge. Set a cap you’re comfortable with.

(d) When it stops. Auto top-up stops for the rest of the Usage Period once you hit your maximum spend, and the meter then pauses under clause 6.6. It also stops if your payment method fails or is declined — in which case the meter pauses and we’ll tell you.

(e) We’ll tell you each time. We email the billing contact on your account each time an auto top-up is purchased, and we show every purchase in the platform. Those notifications are a courtesy: a notification that doesn’t arrive, or arrives late, doesn’t affect the validity of the charge.

(f) Turning it off. You can turn auto top-up off at any time in the platform, and it takes effect immediately. Purchases already made before you turn it off still stand.

(g) We may pause it. We may suspend your auto top-up and contact you if the pattern of purchases looks anomalous — for example a sudden burst of top-ups that doesn’t match your normal usage. We don’t have to, and not doing so isn’t a failure on our part.

6.4B No refunds on auto top-ups. Credits bought by auto top-up are non-refundable, in exactly the same way as credits you buy by hand, and we don’t reverse an auto top-up charge because you didn’t intend the usage that triggered it. They expire on the same terms as any other Purchased Credits (clause 6.9). Clause 6.10 applies to them in full. If you’d rather approve every purchase, don’t turn auto top-up on.

6.5 The order things are used up. For each meter, we consume your included allowance first, then any purchased Credits, oldest purchase first.

6.6 Running out. If you use up your allowance and have no Credits left for a meter, the features that rely on that meter will pause until the start of your next Usage Period or until you buy more Credits — whichever comes first. This is a limit of your package, not a failure of the platform, and we’re not liable for what happens while a feature is paused. You should watch your usage. We show it in the platform and we’ll send warnings as you approach a limit, but those warnings are a courtesy — we don’t guarantee they’ll arrive or arrive in time.

6.7 Metering isn’t instant. Usage is measured and enforced on a short delay. You may be able to keep using a feature briefly after you cross a limit, and you remain liable for that usage. Equally, a pause may take a few minutes to lift after you top up.

6.8 Credits are not money. Credits are a prepayment for future use of the platform. They have no cash value, can’t be exchanged for money, can’t be transferred between workspaces or to another person, and are not a deposit held for you.

6.9 Credit expiry. Included allowances expire at the end of each Usage Period. Purchased Credits expire 12 months after the date you buy them, or when your subscription ends if that’s earlier.

6.10 No refunds on Credits. Purchased Credits are non-refundable, whether you bought them by hand or through auto top-up, and we don’t refund unused, partly used, expired or forfeited Credits — except where the law requires us to, or where clause 21.7(d) applies because we ended the arrangement.

6.11 Overage billing. Some packages let you keep going past an Included Allowance instead of pausing, by billing the extra usage at the published unit rate for that meter. Where your package does this, we’ll show you the unit rate, and you can set a hard cap on how much overage you’ll allow in a Usage Period and a threshold at which we warn you. When you hit your cap, clause 6.6 applies and the feature pauses. If you haven’t set a cap, the default cap for your package applies. Overage is billed in arrears with your next invoice.

6.12 Fair use. Even within your allowances, you must not use the platform in a way that materially degrades it for other customers. If your usage is an extreme outlier, we’ll contact you first and work with you before taking action, unless the issue is urgent.

7. Fees and payment

In short: pay on time, in NZ dollars, plus GST. Fees are non-refundable. If you don’t pay, we can suspend you.

7.1 What you pay. You pay the subscription fees for your package, plus any charges for extra seats, extra modules, Credits, per-transaction charges, ad spend, and anything else you buy through the platform.

7.2 Currency and GST. All amounts are in New Zealand dollars unless your order or the platform says otherwise. (Wholesale pricing to white label Partners is set in United States dollars — see clause 6.12 of the White Label Partner Terms. That doesn’t change what you pay here.) All amounts exclude GST and any other applicable taxes, which you pay on top. If we’re required to withhold tax, you’ll gross up so we receive the full amount.

7.3 When you pay. Subscription fees are payable in advance — monthly or annually, as your package says. Usage charges, Credits and per-transaction charges are payable when incurred or in arrears with your next invoice, as shown in the platform.

7.4 How you pay. You must keep a valid payment method on file and authorise us (and our payment processor) to charge it for all amounts due — including recurring subscription charges and automatic credit purchases under clause 6.4A, without further

authorisation from you each time. If we invoice you instead, payment is due within 14 days of the invoice date. Card payments may carry a surcharge, notified before you pay.

7.5 Automatic renewal. Your subscription renews automatically for successive periods of the same length until it’s cancelled under clause 21. We’ll email you a reminder before an annual subscription renews.

7.6 Non-refundable. Except where the law requires otherwise, all fees are non-refundable. That includes fees for a period you’ve paid for but then stop using, and fees for seats or modules you remove mid-period. We don’t give partial-period refunds.

7.7 Price changes. We may change our prices. We’ll give you at least 30 days’ notice by email or in the platform. The new price applies from your next billing date after the notice period ends. If you don’t want to pay the new price, you can cancel under clause 21 before it takes effect, and if you’ve prepaid for a period that extends past the change, we’ll refund the unused prepaid portion on a pro-rata basis. Prices agreed in a signed order form for a fixed term won’t change during that term.

7.8 Late payment. If you don’t pay on time we may charge interest on the overdue amount at 3% per annum above our bank’s corporate overdraft reference rate, calculated daily from the due date until payment. We may also charge you our reasonable costs of recovering the debt, including debt collection and legal costs.

7.9 Suspension for non-payment. If an amount is more than 7 days overdue, we’ll send you a reminder. If it’s still unpaid 7 days after that reminder, we may suspend your access to the platform until it’s paid in full. Suspension doesn’t stop fees accruing, and doesn’t extend your subscription period. We may charge a reactivation fee, which we’ll publish in our fee schedule at penguinpilot.ai/pricing and tell you about before we charge it.

7.10 Disputed invoices. If you think an invoice is wrong, tell us within 14 days of the invoice date with reasons. You must still pay the undisputed part on time. We’ll work with you in good faith to resolve the disputed part quickly.

7.11 Set-off. You must pay all amounts in full without set-off, deduction or counterclaim. We may set off any amount you owe us against any amount we owe you.

1. Ad spend, pass-through and transaction charges

In short: if you run ads or trigger a per-transaction charge through the platform, here’s how that’s billed.

8.1 Ad spend runs through your own accounts. Advertising you create in the platform is published to your own connected advertising accounts (for example your Meta ad account). You pay the advertising platform directly — we don’t hold, fund or pass through your ad spend, and we don’t have an ad balance.

8.2 Our advertising margin. We charge a usage margin on the advertising spend you run through the platform, calculated as a percentage of that spend at the rate shown in the

platform. It’s our fee for the campaign tools, publishing and reporting — not a share of your spend and not a payment to the advertising platform. We bill it in arrears with your next invoice, based on the spend the advertising platform reports for the period. It is non-refundable.

8.3 Ad platform rules. Your advertising must comply with the rules of the advertising platform. We’re not responsible if an ad is rejected, an account is restricted or suspended, spend is lost, or reporting is delayed or inaccurate because of a third party’s decision, outage or policy change. Where our figures and the advertising platform’s differ, theirs prevail, and we’ll adjust our margin accordingly.

8.4 Per-transaction charges. Some packages include charges triggered when a record reaches a particular point — for example when a property settles or an offer goes unconditional. Where these apply, the trigger and the amount are shown in the platform before you enable them. The charge becomes payable when the trigger occurs, whether or not the underlying transaction is later reversed, unless we agree otherwise in writing.

8.5 Third-party pass-through costs. Some features carry costs we pay to third parties on your behalf (SMS, portal listing fees, e-signature charges, AI provider costs). Advertising spend is not one of them — see clause 8.1. Where we pass those through, we show them in the platform. Third parties can change their pricing; if that happens we may change ours on 30 days’ notice under clause 7.7.

9. Your data

In short: your data is yours. We only use it to run the platform for you and to produce anonymous statistics. Keep your own backups.

9.1 Ownership. You own your Customer Data. Nothing in these terms transfers ownership of it to us.

9.2 Our licence. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, adapt and process your Customer Data, but only to the extent needed to: provide and support the platform for you; keep it secure; comply with the law; and produce Aggregated Data under clause 9.4. This licence ends when your data is deleted under clause 21.

9.3 Sub-processors. We may use the third parties listed in Schedule 3 and in our Privacy Policy to help provide the platform. We remain responsible to you for their handling of your Customer Data on our behalf.

9.4 Aggregated Data. We may generate anonymised, aggregated statistical data from platform activity — for example, benchmark figures, market statistics and product analytics. Aggregated Data is produced by irreversibly anonymising and aggregating information before it leaves your workspace boundary, so that it never identifies you, Your Users or any individual, contains no personal information, and cannot be re-identified. Once it is in that form it is no longer your Customer Data: we own it and may use and

disclose it for any purpose, including improving the platform and publishing market insights. We do not otherwise use your Customer Data for our own purposes — this is what allows us to hold it as your agent under clause 10.1(b).

9.5 We are not your archive. You are responsible for keeping your own copies of anything you can’t afford to lose. We take backups as part of running a reliable service, but we don’t offer backup as a service, we don’t guarantee that any particular data can be restored, and we don’t guarantee point-in-time recovery. Export tools are available in the platform throughout your subscription — use them.

9.6 Export. You can export your Customer Data in standard formats at any time during your subscription using the platform’s export tools. Clause 21 covers export after termination.

9.7 Data location. We store Customer Data on servers in Australia. We and our sub-processors may access and process it from New Zealand, Australia and other countries where they operate. Our Privacy Policy sets out how we protect personal information when it moves across borders.

10. Privacy and other people’s personal information

In short: most of the personal information in your workspace belongs to other people — your customers, prospects, leads and contacts. Under NZ privacy law, that’s your responsibility, not ours. Read this one properly.

10.1 Who is responsible for what. Under the Privacy Act 2020:

(a) You are the agency responsible for the personal information you put into, or collect through, the platform — your customers, prospects, contacts, leads, form respondents, event attendees, email recipients, document signers, employees and anyone else. You decide why it’s collected and what’s done with it.

(b) We hold and process that information on your behalf, as your agent under section 11 of the Privacy Act. We only use it to provide the platform to you and as set out in clause 9.2.

(c) We are the agency responsible for the account and usage information we collect about you and Your Users directly — billing details, login records, support conversations and usage analytics.

(d) Where a workspace belongs to a Partner’s client, the chain runs one step longer: that client is the agency responsible for the personal information in its workspace; the Partner holds it on that client’s behalf and is responsible to us for it; and we hold it on the Partner’s behalf. The Partner’s privacy statement, not ours, applies to that client and to the people whose information it holds. Clause 8 of the White Label Partner Terms sets out what the Partner must do.

10.2 Your obligations. You must:

(a) have a lawful basis and all necessary authority to collect, hold and use every piece of personal information you put into the platform;

(b) have your own privacy statement, and give the people whose information you hold the notices privacy law requires;

(c) comply with IPP 3A — since 1 May 2026, where you collect personal information about a person from a source other than that person (for example, buying a lead list, receiving a referral, capturing a prospect’s details from a third party, or importing contacts you didn’t collect yourself), you must take reasonable steps to make that person aware that you hold their information, why, who will receive it, who you are, and their rights of access and correction. The platform gives you tools that can help — contact-update links, form notices, unsubscribe handling — but it’s your obligation, not ours, and configuring it is up to you;

(d) respond to access, correction, deletion and complaint requests from the people whose information you hold. We’ll give you reasonable help to locate, export or delete information in your workspace so you can respond; if a request takes significant work we’ll quote you before we start, and we won’t charge without your agreement; and

(e) comply with the Privacy Act 2020 and any other privacy or data protection law that applies to you, including offshore laws if you operate outside New Zealand.

10.3 Requests that come to us. If someone contacts us directly about personal information in your workspace, we’ll normally tell them to contact you, and let you know. We won’t respond on your behalf unless the law requires us to.

10.4 Sensitive categories. Some parts of the platform handle information that carries extra risk — voice samples used for voice cloning, signature images and signing audit trails, payroll and remuneration data, and financial account references. You must have express, documented consent from each individual before you put that kind of information into the platform, and you must not use it for any purpose that person hasn’t agreed to. Voice cloning in particular requires the documented consent of the person whose voice it is. You must not put payment card numbers, card security codes, passwords or access credentials into the platform at all, and you must not put government identity numbers or health information into notes, custom fields or other free-text fields — where a module provides a field designed for that information, use it. Section 2 of the Acceptable Use Policy says more.

10.5 Privacy breaches. If we become aware of a security breach affecting your Customer Data, we’ll tell you without undue delay and give you the information you reasonably need to assess it. Where the workspace belongs to a Partner’s client, we notify the Partner, and clause 8.4 of the White Label Partner Terms then requires the Partner to tell its client — who decides on and makes any notification. You are responsible for deciding whether the breach is notifiable under the Privacy Act and for notifying the Privacy Commissioner and affected individuals. We’ll cooperate with you and won’t unreasonably delay or obstruct your notification.

10.6 Our Privacy Policy. Our Privacy Policy at penguinpilot.ai/legal/privacy explains what we do with personal information we’re responsible for. It forms part of these terms.

10.7 GDPR and UK GDPR. If the EU or UK GDPR applies to your processing, our GDPR and UK GDPR Terms at penguinpilot.ai/legal/gdpr apply as well. They are the Article 28 contract between us and they carry the standard contractual clauses we rely on for transfers. On anything they cover they prevail over this clause 10.

10.8 Special category data. The platform is not designed for processing Article 9 data — health, biometrics, racial or ethnic origin, political opinions, religious beliefs, trade union membership, sex life or sexual orientation — at scale. Tell us first at support@penguinpilot.ai if you intend to.

11. AI features

In short: AI is a tool, not an expert. Check everything before you rely on it or send it to a client. We don’t train public AI models on your data.

11.1 What we provide. Parts of the platform use AI to draft copy, generate campaigns and workflows, score and suggest prospects, write market updates, parse invoices and documents, generate training content, create images, logos and designs, build websites and widgets, synthesise voice, and answer questions about your own content.

11.2 Your inputs, your outputs. You keep ownership of everything you put into an AI Feature. As between you and us, you own the output that AI Feature generates for you, and we assign to you whatever rights we have in it. This is subject to the rest of these terms and to any rights in third-party content the output incorporates.

11.3 Outputs are not unique. AI can generate the same or similar output for different customers. We can’t and don’t promise your output is original, unique, or free of third-party rights. If the output matters commercially — a logo, a brand, a website — you should do your own clearance checks before you use it.

11.4 No warranty of accuracy. AI output may be wrong, incomplete, out of date, biased or fabricated. We give no warranty about the accuracy, completeness or reliability of any AI output.

11.5 Reviewing it is your responsibility. It’s your responsibility to review AI output before you use it, act on it, send it to anyone, or publish it. What you do with AI output is up to you and at your own risk.

11.6 Not professional advice. Penguin Pilot is a software platform. We are not a law firm, an accounting firm, a valuer, a financial adviser or an employment adviser, and neither we nor our AI Features give you legal, financial, tax, valuation, employment or other professional advice. You must not present AI output as professional advice, and you must not rely on it as a substitute for advice from a qualified person. This applies especially to market updates, appraisals and property estimates, contract and clause drafting, invoice and payroll processing, and anything you send to a client.

11.7 Training. We do not use your Customer Data to train, fine-tune or improve any AI model — not a third party’s, and not our own. We contract with our AI providers so that data we send them on your behalf is not used to train their models. Where a feature learns from content (for example the training assistant answering questions about your own material), it does so within your workspace only, and never across workspaces. We may use anonymised, aggregated information about how AI Features are used to improve the platform, in line with clause 9.4.

11.8 AI providers are sub-processors. AI Features send data to third-party AI providers to generate output. Those providers are listed in Schedule 3 and in our Privacy Policy. By using an AI Feature you instruct us to send the relevant data to them.

11.9 Metering. AI Features consume AI Credits. Which actions consume Credits, and how many, is shown in the platform. Clause 6 and Schedule 2 apply.

11.10 Prohibited AI uses. You must not use AI Features to generate unlawful, deceptive, harassing or infringing content, to impersonate a real person, to clone a voice without that person’s documented consent, to create content that presents AI output as human-verified professional advice, or to attempt to extract, reverse engineer or replicate any underlying model. Our Acceptable Use Policy has the full list.

12. Integrations and third-party services

In short: connecting to Xero, Outlook, Meta and the rest is your call, and their terms apply to you.

12.1 The platform connects to third-party services. Schedule 3 lists the main ones. We may add or change them, and we’ll update Schedule 3 and our Privacy Policy when we do.

12.2 You need your own accounts and authority. Where an integration uses your account with a third party, you must hold that account lawfully and have authority to connect it. You are responsible for complying with that third party’s terms, and for any fees they charge you.

12.3 What connecting means. When you connect an integration, you instruct us to exchange data with that third party on your behalf, using the access you’ve granted. We store the necessary access tokens securely and use them only for that purpose.

12.4 We’re not responsible for third parties. We don’t control third-party services. We’re not liable for their availability, accuracy, security, pricing, policy changes, or for any loss you suffer from using them or from them ceasing to work with us.

12.4A Domains and sending domains. Where you connect or transfer a domain, or set up a sending domain, that domain is yours and stays yours. Where we register or hold a domain on your behalf, we do so as your agent, and we’ll transfer it to you on request when your account is in good standing. Where a domain was set up for a Partner’s client, it belongs to that client, not to the Partner — if the Partner’s arrangement with us ends, we may release the domain to the client on request, and clause 10.5 of the White Label Partner Terms requires the Partner to allow it. Domains registered through us may be subject to the registrar’s own terms and to nameserver requirements while they’re held with us.

12.5 Disconnection. You can disconnect an integration at any time. We’ll disconnect integrations and delete stored tokens when your subscription ends. Disconnecting doesn’t delete data the third party already holds — that’s between you and them.

13. Public pages and shared links

In short: the platform can publish pages and links that anyone with the address can open. What you publish is your call and your responsibility.

13.1 The platform lets you create pages and links that people can open without logging in — client dashboards, document portals, booking pages, public forms, feedback links, event sign-in, brand boards, voice memo playback, photographer upload links and document signing sessions.

13.2 You decide what goes on them. You are responsible for the content of every public page and link you create, for who you send it to, and for making sure you’re allowed to publish what’s on it.

13.3 Links are not secret. A tokenised link is hard to guess, but it isn’t a password. Anyone who has the link can open the page. Don’t publish anything through a link that would cause harm if it were forwarded. You can revoke or expire links in the platform, and you should.

13.4 Public file storage. Some content — images, avatars, brand assets, marketing images, property photos — is served from public storage so it loads fast on public pages. Content in public storage can be accessed by anyone with the URL. Don’t put anything confidential there.

13.5 Visitor Terms. People who use these public pages are covered by our Visitor Terms at penguinpilot.ai/legal/visitor-terms — except where a Partner has published its own equivalent under clause 7.2(n) of the White Label Partner Terms, in which case those apply on that Partner’s pages. Visitor terms don’t create any relationship between us and your clients beyond what’s needed to run the page.

13A. Communications — you are the sender

In short: we supply the pipe. Every message that leaves it is yours, in law and in fact.

13A.1 Our role. We are a technology provider. We supply the software that lets you send email, SMS, voice and other messages. We do not create, initiate, time, target or control any message you send. Every message sent from your workspace is created and initiated by you or Your Users.

13A.2 You are the sender. Wherever a law puts obligations on whoever sends, advertises or markets something, those obligations are yours, not ours. You are the sender of every commercial message that leaves your workspace — including messages the platform sends automatically on your instructions, and messages an automation or AI feature drafted for you. We are never the sender.

13A.3 Your compliance obligations. You are solely responsible for complying with every law that applies to the messages you send, including:

(a) the Unsolicited Electronic Messages Act 2007 (NZ) — consent, sender identification and functional unsubscribe;

(b) the Privacy Act 2020, including IPP 3A where you contact someone whose details you got from a third party;

(c) the Fair Trading Act 1986, for the accuracy of what you claim in a message;

(d) the rules of the carriers and messaging networks you send through; and

(e) if you send outside New Zealand, the equivalent laws where your recipients are — including Australia’s Spam Act 2003, Canada’s CASL, the US CAN-SPAM Act and the GDPR.

13A.4 Consent evidence. You must hold, and be able to produce, evidence of consent for every recipient. Keep it. This obligation survives termination.

13A.5 Compliance features are a convenience. The platform includes tools that help with compliance — unsubscribe handling, suppression lists, consent fields, sending-domain setup. They exist to make your life easier, nothing more. They aren’t legal advice, using them doesn’t make you compliant with anything, and setting them up correctly is your job. The fact that the platform has a feature is not us telling you that using it satisfies the law.

13A.6 Complaints and regulatory contact. If a regulator, carrier or recipient contacts us about a message sent from your workspace, we may give them your identity and the records we hold, and we may suspend your sending immediately while we look into it. Clause 20.1(c) means the cost of any resulting claim is yours.

14. Acceptable use

In short: don’t do the obvious bad things. Full list in the AUP.

14.1 You must comply with our Acceptable Use Policy at penguinpilot.ai/legal/acceptable-use, which forms part of these terms. In summary, you must not use the platform to send spam, hold data you have no right to hold, clone a voice without consent, present AI output as professional advice, get around your package’s limits, resell the platform without a partner agreement, access another workspace, or break the law.

14.2 We may investigate suspected breaches and may remove content, disable features, suspend users, or suspend your workspace where we reasonably believe there’s a breach — immediately, and without notice, if the breach is serious, unlawful, or creates a risk to us, the platform or another customer. Otherwise we’ll give you notice and a reasonable chance to fix it.

14.3 We’ll restore access once the issue is resolved to our reasonable satisfaction. We may charge our reasonable costs of dealing with a breach, itemised and notified to you before we invoice them.

15. Intellectual property

In short: the platform is ours, your content is yours.

15.1 We and our licensors own all intellectual property rights in the platform — the software, interfaces, designs, documentation, templates we supply, and every improvement or modification to them. You get the right to use it, not to own it.

15.2 You must not copy, modify, adapt, translate, create derivative works from, reverse engineer, decompile or disassemble the platform, or try to derive its source code, except to the extent the law says you may despite this clause.

15.3 You must not remove or obscure our (or anyone else’s) trademarks, copyright notices or proprietary notices, except where you’re operating under a white label arrangement that expressly permits it.

15.4 Feedback. If you give us ideas, suggestions or feedback about the platform, we may use them freely, without owing you anything.

15.5 Your brand. You grant us a limited licence to use your name and logo inside the platform to provide branded features to you (branded emails, forms, portals, documents). We won’t use your name or logo in our own marketing without your prior written consent.

15.6 Take-down. If you believe content on the platform infringes your rights, email support@penguinpilot.ai with your contact details and enough information for us to assess it. We’ll review it and decide what action to take, and we’ll respond promptly.

16. Confidentiality

In short: keep each other’s confidential information confidential.

16.1 Each of us may receive information from the other that is confidential or would obviously be treated as confidential. Each of us must keep the other’s confidential information secret, use it only for the purposes of our agreement, and only share it with people who need it and are under similar obligations.

16.2 This doesn’t apply to information that is public through no fault of the receiver, was already known to the receiver, is independently developed, or must be disclosed by law or a regulator (in which case the receiver will tell the other party first, if it’s allowed to).

16.3 Your Customer Data is your confidential information. The platform, its features, pricing not publicly published, and our roadmap are our confidential information.

17. Security

In short: we take security seriously and we’ll tell you if something goes wrong. You have to do your part too.

17.1 We maintain technical and organisational security measures appropriate to the nature of the platform and the data it holds, including tenant isolation, access controls, encryption in transit, audit logging and vulnerability management. We may change these measures, provided we don’t materially reduce the overall level of protection.

17.2 You must do your part: use strong, unique credentials; enable multi-factor authentication where offered; manage roles and permissions properly; remove users who leave; and keep your own devices and networks secure.

17.3 If we become aware of a security incident affecting your Customer Data, we’ll notify you without undue delay, tell you what we know, and keep you updated. Clause 10.5 covers who notifies whom.

17.4 Reporting a vulnerability. If you find a security vulnerability, tell us at support@penguinpilot.ai. We’ll work with you in good faith and we won’t pursue anyone who reports responsibly, stops as soon as they’ve confirmed the issue, and doesn’t access, copy or disclose anyone else’s data. We don’t run a bug bounty and we don’t pay for reports.

18. Warranties and disclaimers

In short: we do our best, but we can’t promise the platform is perfect or that everything in it is accurate. If you’re in business, consumer protection laws don’t apply to you.

18.1 We warrant that we will provide the platform with reasonable care and skill, and that we have the right to grant you the rights in these terms.

18.2 What we don’t warrant. To the maximum extent the law allows, we do not warrant or guarantee that:

(a) the platform will be uninterrupted, timely, secure or error-free;

(b) it will meet your particular requirements or expectations;

(c) any content, data or output in the platform is accurate, complete or current — including AI output, property data, portal data, market statistics, third-party data and data entered by you or anyone else;

(d) any document signed through the platform is valid, binding or enforceable in your circumstances (see Schedule 1, Part F);

(e) any marketing campaign, listing, advertisement or automation will achieve any particular result; or

• (f) any loss of data will not occur; or
• (g) support will be provided at all, within any timeframe, or to any standard — we give no service levels and no service level agreement, and clause 4.4 governs;
• (h) any Beta Program will work, remain available, or ever be released — section 4A governs, and it disclaims more than this clause does; or
• (i) the platform is suitable for holding information that carries extra risk — including payment card data, bank account and other financial account details, government identity documents and numbers, or health information — and we give no assurance of compliance with PCI DSS or any equivalent standard.

18.3 Everything else is excluded. Other than the warranties expressly given in these terms, and to the maximum extent the law allows, all warranties, guarantees, terms and conditions implied by law are excluded.

18.4 Business use — Consumer Guarantees Act. Penguin Pilot is business software, and we supply it in trade. Where you acquire the platform in trade for the purposes of a business, you and we agree in writing that the Consumer Guarantees Act 1993 does not apply, and that it is fair and reasonable for us both to be bound by that agreement — having regard to the nature of the platform, its value, your ability to assess it and to obtain advice, and the fact that our pricing reflects this allocation of risk. If you acquire the platform as a consumer under that Act, this clause does not apply to you at all, and your rights under that Act are unaffected. We ask for your business details at signup so that we both know which applies.

18.5 Fair Trading Act. Where you acquire the platform in trade, and we supply it in trade, you and we agree in writing that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, and that it is fair and reasonable to be bound by this provision. This clause does not apply where you are not in trade.

18.6 Nothing in these terms excludes or limits any liability that cannot be excluded or limited by law.

19. Liability

In short: neither of us is liable for indirect losses, and our total liability is capped at 3 months’ fees.

19.1 Indirect loss. Neither party is liable to the other for any loss of profit, revenue, savings, business, goodwill, opportunity, anticipated savings, or for any indirect or consequential loss, however caused, whether in contract, tort (including negligence), under statute or otherwise.

19.2 Loss of data. To the maximum extent the law allows, we are not liable for any loss, corruption or unavailability of Customer Data. Clause 9.5 explains why you must keep your own copies.

19.3 Cap. Our total aggregate liability for all claims arising out of or in connection with these terms, whether in contract, tort (including negligence), under statute or otherwise, is

limited to the greater of NZ$500 and the total fees you paid us in the 3 months immediately before the event giving rise to the claim.

19.4 What the cap doesn’t cover. Clauses 19.1 to 19.3 do not limit liability for death or personal injury caused by negligence, for fraud or wilful misconduct, or for any liability that cannot be limited by law.

19.5 Things we’re not liable for at all. To the maximum extent the law allows, we have no liability for:

(a) anything caused by your breach of these terms or by Your Users;

(b) content, data or instructions you or anyone else put into the platform;

(c) third-party services, including their availability, accuracy, decisions or policy changes;

(d) features pausing because you’ve used up an allowance or run out of Credits;

(e) suspension or termination that we’re entitled to make under these terms; or

(f) Beta Programs, which section 4A governs; or

(g) support we don’t provide, delay in providing, decline to provide, or withdraw.

19.6 Contributory conduct. Our liability is reduced to the extent that you, Your Users or anyone associated with you contributed to the loss.

19.7 Time limit. You must bring any claim under these terms within 12 months of the date you first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

19.8 Force majeure. Neither party is liable for a failure to perform caused by something outside its reasonable control — including natural disaster, epidemic, war, terrorism, civil unrest, industrial action, government action, failure of power or telecommunications, internet or hosting provider failure, or cyber attack. This doesn’t excuse an obligation to pay money that’s already due.

20. Indemnity

In short: if you get us into trouble with your data or your marketing, you cover us.

20.1 Where you acquire the platform in trade, you indemnify us against all losses, damages, costs and expenses (including reasonable legal costs) we suffer arising from any claim relating to:

(a) your Customer Data, including a claim that it infringes someone’s rights or was collected or used unlawfully;

(b) your failure to obtain the consents, authorisations and notices required by clause 10;

(c) messages you send through the platform, including any claim or regulatory action under the Unsolicited Electronic Messages Act 2007 or equivalent spam law;

(d) content you publish through public pages, websites, forms, listings or advertising;

(e) your use of AI output, including any claim that it is inaccurate, infringing or was presented as professional advice; or

(f) your breach of these terms or the Acceptable Use Policy; or

(g) information you put into the platform that the Acceptable Use Policy prohibits, or that you hold outside the field designed for it.

20.2 We’ll tell you promptly about any claim we want to be indemnified for, let you take conduct of the defence if you want it (using lawyers we reasonably approve), and give you reasonable assistance at your cost. You must not settle any claim in a way that admits fault on our part or imposes an obligation on us without our written consent.

21. Term, cancellation and what happens afterwards

In short: cancel before your renewal date. Fees already paid aren’t refunded. You get 30 days after termination to export your data before we delete it.

21.1 Term. Your subscription starts when you first subscribe and continues for the period in your package, renewing automatically under clause 7.5 until cancelled.

21.2 Trials. If we offer you a trial, you can use the platform on these terms for the trial period. If you don’t cancel before the trial ends, your subscription starts and you’ll be charged from that date. Trials are not meant to be run back to back. If we find you’re taking consecutive trials, or creating new workspaces, businesses or email addresses to keep trialling rather than subscribing, we may end the trial immediately, charge you for the period you’ve used at our standard rates, and refuse you further trials.

21.3 Cancelling. You may cancel your subscription:

(a) for a monthly subscription, by giving notice at least 7 days before your next billing date; or

(b) for an annual subscription, by giving notice at least 30 days before the renewal date.

Cancel through the platform or by emailing support@penguinpilot.ai. Cancellation takes effect at the end of your current paid period. You keep access until then. Prepaid fees are not refunded.

21.4 Suspension by us. We may suspend your access immediately if: you don’t pay (clause 7.9); we reasonably believe you’ve breached the Acceptable Use Policy or clause 5.5; there’s a security or legal risk; or a third party requires it. We’ll tell you and, where the circumstances allow, give you a chance to fix the problem.

21.5 Termination by us. We may terminate your subscription on 30 days’ notice, or immediately if:

(a) you materially breach these terms and don’t fix it within 14 days of us asking you to;

(b) you breach clause 5.5, clause 14 or clause 15 in a way we consider serious;

(c) any amount is more than 30 days overdue;

(d) you become insolvent, go into liquidation, receivership or administration, or make an arrangement with creditors; or

(e) we reasonably believe your use of the platform exposes us to legal or regulatory risk.

If we terminate under clause 21.5(a)–(e), no refunds are payable. If we terminate for convenience on 30 days’ notice, we’ll refund the unused prepaid portion of your subscription on a pro-rata basis.

21.5A Inactive accounts. If a workspace has no paid subscription and no user has logged in for 12 months, we may close it and delete its data. We’ll give at least 30 days’ notice first, so there’s a chance to log in or export. For a workspace in a Partner’s Studio we give that notice to the Partner, who must pass it on to its client.

21.6 Withdrawing the platform. We may decide to stop offering the platform, or a package, entirely. If we do, we’ll give you at least 90 days’ notice and refund the unused prepaid portion of your subscription.

21.7 What happens on termination. When your subscription ends:

(a) your right to use the platform stops immediately;

(b) all amounts you owe us become immediately payable;

(c) we disconnect your integrations and delete stored access tokens;

(d) your Purchased Credits — however they were bought, including by auto top-up — are forfeited where we have terminated for cause under clause 21.5(a)–(e), or where you have cancelled under clause 21.3. Where we terminate for convenience under clause 21.5, withdraw the platform under clause 21.6, or you leave because of a material change under clause 23.3, we will instead refund the amount you paid for unused Purchased Credits. Our advertising margin under clause 8.2 is earned when the spend occurs and is not refunded in any case; and

(e) public pages, links, published websites and pending signing sessions stop working.

21.8 Data export window. For the period in Schedule 4 after termination we will provide read-only access to your workspace so you can export your Customer Data yourself, at no charge, using the platform’s standard export tools. If you’d rather we produced the export for you, ask us and we’ll provide it in a standard machine-readable format; we may charge a fee for a bespoke

or assisted extract, quoted and agreed before we start. Export before you cancel — it’s simpler.

21.9 Deletion. After the export window, we’ll delete your Customer Data from our production systems within the further period in Schedule 4, and it will age out of our backups in line with our normal backup cycle. Schedule 4 sets out how long that takes. We may keep data we’re required to keep by law, and Aggregated Data.

21.10 What survives. Clauses 7 (for amounts owed), 9.1, 9.4, 11.2, 15, 16, 18, 19, 20, 21.7–21.10 and 24 survive termination, along with anything else that by its nature should. Clauses 10 (privacy) and 17 (security) continue to apply to your Customer Data until it has been deleted under clause 21.9 — including our obligation to tell you about a security incident affecting it.

22. Partners and white label

In short: if you buy through a Partner, your contract is with them, not with us. If you are a Partner, there’s a separate set of terms for you.

22.1 If you’re a Partner Client, your contract is with your Partner. Your Partner is the merchant of record: it sets your price and packages, it invoices and collects from you, it supports you, and its own terms of service and privacy policy govern your use of the platform. We have no direct agreement with you and no direct obligation to you. If you have a billing question, a service complaint or a request about your data, it goes to your Partner.

22.1A What your Partner must give you. We require every Partner to put its own written terms and privacy policy in place with you before you get a workspace, and those documents must be at least as protective of us as these terms, the Acceptable Use Policy and our Privacy Policy. Your Partner cannot grant you rights we haven’t granted it, cannot make promises about the platform on our behalf, and cannot make us liable to you. If your Partner has told you something about the platform that these terms don’t support, that’s your Partner’s statement, not ours.

22.2 Partner access. Your Partner can access and administer your workspace, including your Customer Data, so that it can set you up, support you and manage your subscription. Your Partner’s terms should tell you this. We’re not responsible for what your Partner does with that access — that’s between you and them.

22.2A Enforcement runs through your Partner. Because our agreement is with your Partner and not with you, we act through them. If we believe a workspace is being used in breach of the Acceptable Use Policy or the law, we may require the Partner to suspend or terminate it, and the Partner must comply promptly. Where the issue is serious, unlawful, or creates a risk to us, the platform, another customer or a member of the public, we may suspend the workspace ourselves without going through the Partner first.

22.3 Partner failure, and going direct. If your Partner’s agreement with us ends, or your Partner stops responding to you, we may contact you and offer to move your workspace to a direct subscription with us at our then-current standard pricing, or place you with another Partner. We’re not obliged to do either. If you accept a direct subscription, these terms then apply to you in full from that date. We’re not responsible for anything you paid your Partner — including prepaid subscription fees, setup, migration, training or consulting.

22.4 If you are a Partner. Reselling, white-labelling, sub-licensing, rebranding or otherwise providing the platform to anyone else requires our White Label Partner Terms at penguinpilot.ai/legal/partner-terms, which you must accept in addition to these terms. Without them, you must not do any of those things.

23. Changes to these terms

In short: we can update these terms with notice. Significant changes give you a chance to leave.

23.1 We may change these terms. We’ll publish the updated version and tell you by email or in the platform.

23.2 Minor changes take effect when published. These are: typographical corrections; clarifications that don’t change meaning; adding a new Part to Schedule 1 for a module you haven’t turned on; and removing a third party from Schedule 3.

23.3 Material changes that reduce your rights or increase your obligations take effect the notice period in Schedule 4 after we notify you. These include adding a new third party to Schedule 3, and any change to a Part of Schedule 1 for a module you’re using. If you don’t accept a material change, you may cancel before it takes effect and we’ll refund the unused prepaid portion of your subscription on a pro-rata basis. Continuing to use the platform after that period means you accept the change.

23.4 We may make a change immediately where it’s needed to comply with the law, to address a security risk, or because a third party requires it.

24. General

24.1 Governing law. These terms are governed by the law of New Zealand. The standard contractual clauses incorporated by the GDPR and UK GDPR Terms keep their own governing law and forum, which prevail for anything arising under them.

24.2 Courts. You and we submit to the exclusive jurisdiction of the New Zealand courts.

24.3 Complaints and disputes. If you have a complaint, email support@penguinpilot.ai. We’ll consider it and respond in a reasonable time; we don’t commit to a fixed timeframe. If we can’t resolve it, either of us may refer it to mediation with a mediator agreed between us (or, failing agreement, appointed by the Chair of the Arbitrators’ and Mediators’ Institute of New Zealand) before starting court proceedings. Nothing stops either of us seeking

urgent injunctive relief. Privacy complaints are dealt with under section 14 of our Privacy Policy, which sets out the timeframes the Privacy Act requires.

24.4 Notices. Notices to us go to support@penguinpilot.ai. Notices to you go to the email address on your account, or through the platform. A notice by email is treated as received when sent, unless the sender knows it wasn’t delivered. A notice that starts a period for you to fix something, object to something, or lose a right — clauses 7.7, 21.5(a) and 23.3 — is only effective if we also post it in the platform, so you’ll see it when you next log in. It’s your job to keep your contact details current.

24.5 Assignment. You may not assign or transfer these terms without our written consent, which we won’t unreasonably withhold. We may assign or transfer them, including on a sale of our business, on notice to you.

24.6 Subcontracting. We may subcontract any of our obligations. We stay responsible to you for performance.

24.7 No partnership. Nothing here creates a partnership, joint venture, employment or agency relationship between us, except as expressly stated in clause 10.1(b).

24.8 Entire agreement. These terms, together with the documents listed in clause 1.7, are the entire agreement between us about the platform, and replace anything said or agreed before.

24.9 Waiver. Failing to enforce a right isn’t a waiver of it.

24.10 Severability. If any part of these terms is unenforceable, it’s severed and the rest stays in force.

24.11 Third parties. Except where these terms say otherwise, no one other than you and us has any right to enforce them under subpart 1 of Part 2 of the Contract and Commercial Law Act 2017.

24.12 Counterparts and electronic acceptance. These terms may be accepted electronically, and that acceptance is binding.

Schedule 1 — Module Rules

These rules apply only to the modules you actually use, and form part of these terms. They are published on their own page: read the Module Rules.

Schedule 2 — Usage Meters and Credits

Schedule 2 sets out what we measure and what happens when you reach a limit. It forms part of these terms and is published on its own page: read Schedule 2 — Usage Meters and Credits.

Schedule 3 — Third-Party Services and Sub-processors

Schedule 3 lists the main third-party services and sub-processors we use. It forms part of these terms and is published on its own page: read Schedule 3 — Third-Party Services and Sub-processors.

Schedule 4 — Standard Periods

These are the standard periods used throughout these terms, our Privacy Policy and our GDPR and UK GDPR Terms. They are collected here so there is one place to read them and one place to change them. We change them under clause 23.