Terms and Conditions — Parts Genius

1.About this agreement

These terms are an agreement between Parts Genius and the organisation that subscribes to it. “We” and “us” mean Parts Genius; “you” and “your” mean that organisation, and include everyone you give an account to.

These Terms and Conditions apply when you accept a subscription or order document or begin using the service, whichever happens first. If you do not agree, do not use the service. A signed subscription or order document takes precedence over these terms where they conflict. An agreed Data Processing Agreement takes precedence for its subject matter.

If you are accepting these terms on behalf of a business, you confirm you are authorised to bind it.

2.The service and your subscription

Parts Genius provides business software for automotive parts operations. Your subscription or order document sets out the services, permitted users, subscription period and any agreed limits. We grant you a non-exclusive, non-transferable right to use those services for your own business during the subscription, subject to this agreement.

Additional services may require a separate agreement or fees. Your purchase is based on the services agreed at the time, rather than the delivery of future features.

3.Accounts, roles and security

You decide who gets an account in your workspace, and what role each person holds. Roles control which parts of the product a person can reach.
You are responsible for what is done under your accounts, so keep credentials confidential and remove people who leave.
Accounts are for named individuals and must not be shared. Keep account information current and use the service only within your authorised access.
Tell us promptly if you believe an account has been compromised. We may suspend an account, or access from a particular address, where we reasonably believe there is a security risk.

4.Your data

The operational records you put into your workspace — your customers, suppliers, vehicles, parts, quotes, invoices, jobs and photographs — remain yours. We claim no ownership of them.

You grant us the permission we need to host and process those records in order to run the product for you, to support you when you ask, to keep it secure, and to meet our own legal obligations. We act on your instructions in relation to them. Our Privacy Policy explains the two roles we play, and a Data Processing Agreement governs the arrangement where one is required.

You are responsible for the accuracy and lawful use of information you provide, including having the rights, permissions and privacy notices needed for us to process it. You remain responsible for responding to requests about personal information you control; we will provide reasonable assistance in accordance with our agreement and applicable law.

You can export your data at any time while your subscription is running, and we will provide an export when it ends.

Keep your own copies. We operate platform backups for our own disaster recovery and they are not offered as your archive; do not treat them as your only record. The export function is there so that the copy you rely on is one you hold.

5.Acceptable use

Use the product for your own business. You must not:

use it unlawfully, or to store or send anything unlawful;
resell, sublicense or provide access to anyone outside your business, unless we have agreed in writing;
attempt to reach another customer's workspace or data, or probe, scan or test the security of the service without our written consent;
copy, decompile or reverse engineer the software, or try to derive its source code, except to the extent the law says you may;
use automated means to extract data at a scale or rate that degrades the service for others;
systematically copy, harvest or accumulate our proprietary content or licensed materials outside the use permitted by your subscription;
use the service or our proprietary materials to build or improve a competing product, including training a machine-learning model, without our written permission. This restriction does not limit your ownership or lawful independent use of your own data;
upload malware, or anything designed to interfere with the service.

We may suspend access where use breaches this clause and the breach is serious or continuing, and we will tell you why.

6.Third-party services and transactions

You may authorise connections to third-party services. You are responsible for the authority to connect them and for the information you direct us to exchange. Their separate terms and privacy notices apply to their services.

Those providers set their own terms, their own charges and their own availability, and none of that is within our control. A connection breaking because a provider changed its interface, suspended your account or went offline is not a failure of this agreement, though we will help you re-establish it where we can.

You pay those providers yourself under your own arrangements, unless we expressly agree otherwise in writing. Their charges are separate from our subscription fees. You remain responsible for your purchases, sales, product descriptions, pricing, fulfilment and obligations to buyers and suppliers. Providing software to facilitate a transaction does not make Parts Genius the seller of the goods or a party to your contract with another business.

7.Assistive and AI features

The service may provide automated suggestions, estimates or AI-assisted outputs. They may be incomplete, inaccurate or out of date and require appropriate human review.

These are assistive, and they are not a substitute for your judgement. A suggested match is not a guarantee of fitment, and a suggested price is not a valuation. Check a suggestion before you quote it to a customer, ship a part on the strength of it, or make a purchasing decision with it.

We process information for these features in accordance with our Privacy Policy and any applicable Data Processing Agreement. Improvements may use aggregated or de-identified information, subject to our privacy and confidentiality obligations. This does not transfer ownership of your records to us or permit disclosure of your confidential records to other customers.

8.Trials, previews and the demonstration workspace

We sometimes give access to the product, or to a single module, for a trial period. We also sometimes release a feature as a preview, so that the people who would use it can tell us whether it is right before it settles into the product.

A trial or a preview is provided as it is. We may change it, limit it or withdraw it at any time, including before it ever becomes a general part of the product, and we do not promise that anything you do in one will carry over. What this agreement says about availability, and about not reducing a module you pay for, applies to the modules you pay for — not to these.

Demonstration workspaces contain sample data. Information entered in them may be removed without notice and may not be recoverable. Do not put real customer information into a demonstration workspace or rely on it to retain business records.

9.Availability, support and changes to the product

We aim to keep the product available and working, and we fix faults as quickly as we reasonably can. We do not commit to a particular level of uptime or a particular response time unless we have agreed one with you separately and in writing.

The product needs maintenance, and some of it will interrupt service. We will give notice of planned work where we reasonably can, and we may act without notice where it is urgent or security-related.

We improve and change the product over time. We will not materially reduce the core functionality of a module you are paying for without telling you first.

10.Events outside our control

Neither of us is in breach of this agreement, or liable to the other, for a failure or delay caused by something genuinely outside our reasonable control. That includes the failure of a telecommunications or electricity network, the failure or withdrawal of a service the product depends on to run, a cyber attack, a natural event, an epidemic, a war, or an act of government.

Whichever of us is affected will tell the other as soon as it reasonably can, keep the other informed, and do what it reasonably can to work around the problem in the meantime. Paying money that is already owed is not excused by this clause.

If the situation continues for more than 60 days, either of us may end this agreement by notice without owing the other anything for having ended it, and we will refund fees you have paid for a period you were not able to use.

11.Fees

You pay the fees set out in your subscription or order document, in advance for the period it states.
Fees exclude GST and any other tax or duty, which are added where they apply.
Invoices are payable by the date on them. If an invoice is overdue we may suspend access, but not before telling you and giving you a reasonable chance to put it right.
We may change our fees for a following subscription period by giving you notice before that period starts. A change never applies to a period you have already paid for.
What you pay us is for the product. It does not cover the outside services you connect yourself, which you pay for separately and directly.
Where an invoice is still unpaid after we have asked you to put it right, we may recover the reasonable costs of collecting it. We charge no interest on an overdue amount unless your subscription says we do.

12.Checking your use against your subscription

We may review service usage to confirm that it is within the users, services and limits covered by your subscription.

If a check shows you are using more than your subscription covers, we will tell you before we do anything about it, and you can either bring your use back inside the subscription or take up the extra. Where you take up the extra, we invoice it from the point we told you — not backdated to whenever the difference first appeared.

Each of us keeps its own records of what was bought and what was paid, for as long as tax and company law requires.

13.Intellectual property

The service, software, documentation, branding, proprietary content and associated intellectual property belong to Parts Genius or its licensors. Your subscription grants only the agreed right to use them. All other rights are reserved. Neither party may use the other's name or branding to imply endorsement without prior written consent.

If you send us feedback or suggestions, we may use them to improve the product without owing you anything for them. That does not give us any right to your data.

14.Confidentiality

Each party must protect the other's non-public business, technical and commercial information, use it only to perform or exercise rights under this agreement, and disclose it only to people who need to know and are subject to appropriate confidentiality obligations. Customer records and Parts Genius's non-public technology and know-how are covered by this obligation.

This obligation does not cover information that is public through no breach, was lawfully known already, is independently developed, or is lawfully received without restriction. A party may disclose information where required by law, giving the other notice where lawful and limiting disclosure to what is required.

15.Warranties and disclaimers

Each of us warrants that we have the authority to enter into this agreement. We warrant that we will provide the product with reasonable care and skill.

Beyond that, and to the extent the law allows, the product is provided as it is. We do not warrant that it will be uninterrupted or error free, that every suggestion it makes will be correct, or that it will meet a requirement you have not told us about.

Where both parties are in trade, the services are acquired for business purposes and it is fair and reasonable to do so, the parties agree to contract out of the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 to the extent permitted by law. This does not exclude any right or protection that cannot lawfully be excluded.

16.Liability

Neither of us limits liability for anything that cannot lawfully be limited — including fraud, or death or personal injury caused by negligence.

Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings or data, however it arises.

Each party's total liability under this agreement in any twelve-month period is limited to the fees you paid for the product in the twelve months before the event giving rise to the claim. Your obligation to pay fees already due is not subject to that cap.

17.Term, suspension and ending the agreement

This agreement runs for the period in your subscription and continues for successive periods until one of us ends it.
Either of us may end it by giving notice before the next period starts.
Either of us may end it immediately if the other commits a material breach and has not put it right within 30 days of being asked to, or becomes insolvent.
We may suspend rather than terminate where an invoice is overdue or where there is a security risk, and we will restore access once the cause is resolved.

When the agreement ends, your access stops and we will provide an export of your data on request. Contact us promptly to arrange this. After a reasonable period, customer data is removed in accordance with our retention practices, any applicable Data Processing Agreement and legal obligations. Copies may remain for a limited period for recovery or legal record-keeping purposes, as described in our Privacy Policy.

The clauses on data, intellectual property, confidentiality, liability and governing law survive the end of this agreement.

18.Governing law, and disagreements

This agreement is governed by the laws of New Zealand, and the New Zealand courts have exclusive jurisdiction.

Before either of us starts proceedings we will each raise the problem in writing and try in good faith to resolve it between us, and each of us will put up someone with the authority to settle it.

If that has not resolved it within 20 working days, we will go to mediation before either of us goes to court, and share the mediator's fee equally.

Neither of those steps stops either of us from seeking an urgent injunction where one is genuinely needed, or from recovering a debt that is not disputed.

19.Notices

A notice under this agreement has to be in writing. We give you notice by email to the administrators of your workspace, or by a message shown inside the product. You give us notice by email to the address at the end of these terms, or in writing to our registered office.

An email notice counts as given on the working day it was sent, unless the sender is told it did not arrive. Keep your administrators' email addresses current: a notice we could not deliver because the address was out of date still counts as given.

20.Changes and general terms

We may change these terms. We will give notice of a material change before it takes effect, and continuing to use the product after that is acceptance of it.
You may not transfer this agreement without our consent. We may transfer it to a company that acquires our business, on notice to you.
If a clause turns out to be unenforceable, the rest continues and that clause is read down only as far as it needs to be.
A delay in enforcing a right is not a waiver of it.
These terms, together with your subscription and the documents they refer to, are the whole agreement between us about the product.

Questions about these terms: info@partsgenius.app.