Penguin Pilot — White Label Partner Terms

The Network Software Limited trading as Penguin Pilot

Version 1.0 · Effective 04 September 2026

Read this first

These terms are for partners who white-label Penguin Pilot: you brand the platform as your own, build your own packages, set your own prices, sign up your own clients, and support them.

The model is deliberately similar to how Stripe Connect works for platforms. You own the relationship with your client. You decide what to call it, what to charge, what to include, and how to support it. We run the software and the billing rails underneath.

These terms sit on top of the Penguin Pilot Platform Terms of Service. Everything in those terms still applies to you. If there’s a conflict, these terms win for anything about the partner relationship itself — branding, packaging, pricing to clients, payouts and partner termination — and the Platform Terms always win on how the software may be used. Clause 1.7 of the Platform Terms says the same thing.

1. The arrangement

In short: you’re an independent business reselling and supporting our software under your own brand. You’re not our agent, employee or franchisee.

1.1 We appoint you as a non-exclusive white label partner (“Partner”, “you”) to market, package, price, sell and support the Penguin Pilot platform under your own brand, in accordance with these terms.

1.2 The appointment is non-exclusive and non-transferable. We may appoint other partners, including in your market and your industry, and we may sell directly to any customer, including customers you’ve approached.

1.3 You are an independent contractor. Nothing here makes you our agent, employee, partner in law, franchisee or joint venturer. You must not hold yourself out as any of those, and you must not enter into any commitment on our behalf.

1.4 Your “Studio” is the reseller environment we give you: your branded platform, your client list, your packages, your pricing and your legal documents.

1.5 A “Client” is a business that subscribes to your service through your Studio and is provisioned an isolated workspace on the platform.

2. Who does what

In short: you’re the front of house, we’re the engine room.

2.1 You are responsible for:

(a) finding, qualifying, signing up and onboarding your Clients;

(b) setting your packages, your pricing and your commercial terms with each Client, and invoicing and collecting from them as merchant of record;

(d) your own branding, marketing, website and sales material;

(e) your own legal documents with your Clients (clause 7);

(f) resolving disputes with your Clients, including complaints, billing queries and service expectations; and

(g) your Clients’ compliance with the Platform Terms and Acceptable Use Policy.

2.2 We are responsible for:

(a) running, hosting, securing and developing the platform;

(b) providing the Studio tools you use to configure packages, pricing, branding, clients and invoicing;

(c) second-line technical assistance to you on a best-efforts basis, and not to your Clients directly unless we agree otherwise — with no service levels, response times or availability commitment, on the same basis as clause 4.4 of the Platform Terms;

(d) the billing infrastructure in your Studio — package configuration, pricing, metering, invoicing tools and the collection of our Platform Fee; and

(e) our own compliance obligations as the software provider.

2.3 We do not provide support directly to your Clients, and we owe your Clients no support obligation. If a Client contacts us, we’ll normally redirect them to you. We may respond directly where there’s a security, legal or platform-integrity issue, or where you’ve failed to respond and the Client is at risk.

3. Your Clients

In short: your Client’s commercial deal is with you. Their software licence is with us. Both need to exist.

3.1 Two relationships. Every Client has:

(a) a commercial relationship with you — price, packages, support, service expectations; and

(b) a technical relationship with us — we provision and operate the workspace under the Platform Terms, which set the rules for how the software may be used. The Client contracts with, is invoiced by, and pays you (clause 6.2). It has no agreement with us and owes us nothing.

3.2 Flow-down is mandatory. Your Clients don’t sign anything with us. That means your terms have to do the work ours would have done. Before a Client is given access to a workspace, you must have your own written terms of service, privacy policy and acceptable use rules in place with that Client, and you must obtain the Client’s affirmative acceptance of them — a recorded, dated act, not a footer link. Those documents must be at least as protective of us as the Platform Terms, the Acceptable Use Policy and the Privacy Policy. Clause 7 lists what they have to cover.

3.3 You can’t give away rights we haven’t granted. Your agreement with a Client must not: grant rights broader than the Platform Terms; make promises about the platform we haven’t made to you; state or imply that we are liable to the Client; or purport to bind us in any way. We are not a party to your agreement with your Client, and nothing in it can make us one.

3.3A We can require you to act against a Client. Because we have no contract with your Clients, we enforce through you. If we reasonably believe a workspace in your Studio is being used in breach of the Acceptable Use Policy, the Platform Terms or the law, we may require you to suspend or terminate that Client’s access, and you must comply promptly — within 24 hours where we say the matter is urgent. Failure to comply is a material breach of these terms and may result in suspension or termination of your Studio. Where the issue is serious, unlawful, or creates a risk to us, the platform, another customer or the public, we may suspend the workspace ourselves without asking you first, and we’ll tell you when we do.

3.3B Monitoring. We may monitor use of the platform across your Studio, including your Clients’ workspaces, to detect misuse, security issues and breaches of the Acceptable Use Policy.

3.4 You’re liable for your Clients. You are fully responsible to us for the acts and omissions of your Clients, their users and your own staff and contractors, as if they were your own. If a Client would have breached the Platform Terms or the Acceptable Use Policy had it been bound by them, you have breached these terms. You are also solely responsible for resolving every dispute, complaint and enquiry your Clients raise. If we receive complaints that you aren’t resolving them, or aren’t responding at all, we may terminate your Studio under clause 10.3.

3.5 Your access to Client workspaces. The Studio lets you access and administer your Clients’ workspaces, including their Customer Data, so you can set them up and support them. You must:

(a) only access a Client’s workspace for the purpose of providing your services to that Client;

(b) tell your Clients, in your own privacy statement and terms, that you have that access;

(d) never use a Client’s data for your own purposes, or for the benefit of another Client.

3.6 Client qualification. You must take reasonable steps to satisfy yourself that each Client is a genuine business, is who they say they are, and intends to use the platform lawfully. We may require you to provide information about a Client, and we may refuse or remove any Client at our discretion where we have a reasonable concern.

4. Branding and white label

In short: brand it as yours, within limits. Don’t claim you built it.

4.1 We grant you a non-exclusive, non-transferable, revocable licence during the term to apply your own brand, name, logo, colours, domain and sending domains to the platform, using the branding tools in the Studio.

4.2 You may present the platform to your Clients under your own brand and need not identify us as the provider, except where these terms or the law require otherwise.

4.3 What you must not do:

(a) claim to have developed, own or hold intellectual property in the platform;

(b) register or attempt to register any trademark, domain or brand that includes “Penguin Pilot” or is confusingly similar to our brand;

(d) make any statement about the platform’s features, security, compliance, performance or roadmap that isn’t accurate, that we haven’t published, or that you can’t substantiate — the Fair Trading Act 1986 applies to your claims, and they’re your claims;

(e) present the platform in a way that would mislead a Client about who provides the underlying software if they ask directly; or

(f) use our name, brand or logo in your marketing without our prior written consent.

4.4 We may require you to display specific disclosures where the law, a third-party provider, or a payment or messaging network requires it.

4.5 We may withdraw or require changes to your branding if it’s misleading, infringes someone’s rights, damages our reputation, or breaches an acceptable use standard.

5. Your packages and pricing

In short: you set your prices. Completely.

5.1 We publish the Wholesale Price (defined in clause 6.1) for each module, package, seat and Credit in your Studio, in USD. That’s what the platform costs you.

5.2 You build your own packages from the modules available to you, and you set your own Retail Price for each one. You may bundle, discount, offer free trials (clause 6.17), price differently for different Clients, and include your own services as a Partner Services Component (clause 6.1) so you keep 100% of that part. Above the minimum in clause 5.3, we don’t set, approve or cap your Retail Prices — how much margin you take is your decision.

5.3 The minimum is what we charge you. Your Retail Price for a package must be at least the Wholesale Price for what it contains. You can’t sell the platform for less than it costs you, because we’d be funding the difference. The Studio won’t let you publish a package priced below Wholesale.

(a) The floor is measured on the platform component of the Retail Price — the part that isn’t a Partner Services Component. You can’t meet the minimum by pricing the platform below Wholesale and recovering it through a services line.

(b) A Partner Services Component must genuinely reflect services you actually provide to that Client. If it doesn’t, we may treat the whole Retail Price as the platform component when we calculate Margin.

(c) Where you price in a currency other than USD, the floor is tested at the exchange rate on the day you set or last changed the Retail Price. Rates move afterwards, and a package that cleared the floor when you set it can fall under it later. That doesn’t put you in breach of this clause — but clause 6.18 still applies, so you’d owe the full Platform Fee while it does. We’ll flag packages that have drifted under the floor in your Studio so you can reprice.

(d) The only exception is a free trial under clause 6.17.

5.4 You may only include modules that we’ve enabled for your Studio and that are available for the Client’s industry.

5.5 We may change Wholesale Prices, and the Platform Margin Share rate, on 60 days’ notice. If an increase in a Wholesale Price, or in the Platform Margin Share rate, would materially affect your business, you may terminate these terms without penalty before it takes effect, and clause 10 governs what happens to your Clients. Rates agreed in a signed partner order for a fixed term won’t change during that term.

5.6 You are responsible for telling your Clients about your own price changes, and for giving them whatever notice your agreement with them and the law require.

6. Money

In short: you’re the merchant of record. Your client pays you through your own Stripe account, and our fee — wholesale plus a share of your margin — comes off that payment automatically. Our prices to you are in USD; what you charge your clients is up to you.

6.1 Definitions.

Wholesale Price — what we charge for everything a Client consumes: subscription, seats, modules, Purchased Credits and any other charge that runs through the platform, at the rates published in your Studio. Wholesale Prices are in USD (clause 6.12).
Retail Price — what you’ve set the Client to pay for the same thing over the same period.
Partner Services Component — the part of a Retail Price that covers your own services (setup, migration, training, consulting, support beyond first line), where you’ve identified it as such in the Studio before the Client is billed.
Margin — the Retail Price, less the Wholesale Price, less any Partner Services Component, for the same Client and the same billing period.
Platform Margin Share — a percentage of the Margin, set out in your Studio and currently 10%. We may set a different rate for a particular partner, package, module or product line, and we may change the rate under clause 5.5. The rate that applies to a charge is the one shown in your Studio when that charge is invoiced.
Platform Fee — the Wholesale Price plus the Platform Margin Share. This is what you owe us for each Client.

6.2 You are the merchant of record. Your Clients pay you, not us. You invoice and collect the Retail Price from each Client through your own connected payment account, in your own branding, on the schedule you’ve set. You are the Client’s counterparty for everything: price, packages, invoicing, collection, refunds, support and disputes. We have no contract with your Clients and no payment relationship with them — see clause 22 of the Platform Terms.

6.3 How we get paid. You owe us the Platform Fee for every Client, every period. We collect it in either or both of these ways, as set out in your Studio:

(a) automatically, from the Client’s payment — as a fee deducted through your connected payment account at the time the Client pays you (with Stripe, this is the application fee on the charge); and/or

(b) by invoice to you, payable under clause 6.10.

Whichever route we use, the amount is the same. You keep the balance of what you collect — that is, the Margin less the Platform Margin Share, plus 100% of any Partner Services Component.

6.4 Worked example.

A Client’s package has a Wholesale Price of USD $100 per month. You set the Retail Price at USD $150, with no Partner Services Component. Your Studio’s Platform Margin Share rate is 10%. (Figures are shown in USD for simplicity; if you charge in another currency, clause 6.12 converts it first.)

Margin = $150 − $100 = $50 · Platform Margin Share = $5
Platform Fee = $105. The Client pays you $150, $105 comes to us, you keep $45.

If the same package were priced at USD $650 retail, of which you’d flagged USD $500 as a Partner Services Component:

Margin = $650 − $100 − $500 = $50 · Platform Margin Share = $5
Platform Fee = $105. You keep $545 — your $500 of services in full, plus $45 of margin.

6.5 You owe the Platform Fee whether or not your Client pays you. This is the flip side of being merchant of record. We carry no collection risk on your Clients. If a Client doesn’t pay you, fails a payment, disputes a charge or disappears, the Platform Fee for that Client and that period is still owed to us, and clause 6.10 applies. You should suspend a non-paying Client promptly — you can do that from your Studio, and it stops the Platform Fee accruing from the next period.

6.6 Chargebacks and refunds are yours. You are responsible for every chargeback, dispute, reversal and refund on a payment from your Clients, including the fees your payment provider charges for them. If you refund a Client, that comes out of what you keep — we don’t refund the Platform Fee unless the refund was caused by us under clause 6.15. Where a fee already collected through your connected account is reversed, we may recover it from you by invoice or from the next automatic collection.

6.7 Your payment account. You must maintain a payment account connected to the platform, in good standing, capable of the automatic collection in clause 6.3(a). If it’s disconnected, restricted, closed or unable to settle, we may switch you to invoicing under clause 6.3(b) and suspend new Client signups until it’s fixed.

6.7A Stripe. Where the connected account is a Stripe account: payment processing services for you are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service. By accepting these terms or continuing to operate as a Partner, you agree to be bound by that agreement as Stripe may modify it. As a condition of us enabling payment processing through Stripe, you agree to give us accurate and complete information about you and your business, and you authorise us to share it, and transaction information about your use of the payment processing services, with Stripe. You must also present your own Clients with any agreement Stripe requires them to accept, and obtain their express consent, before processing payments from them.

6.8 What the Platform Fee applies to. The formula applies to every charge that runs through the platform: subscription fees, seats, modules, Purchased Credits and top-ups, and per-transaction charges. The only exclusions are the pass-through items listed in clause 6.13. We may only add an item to that list on 60 days’ notice, and clause 5.5’s exit right applies — we can’t reclassify a revenue line and shrink your margin overnight.

6.9 Credit top-ups and auto top-up. You set a retail multiplier in your Studio for each usage meter. It applies to every Purchased Credit a Client buys, whether they buy it by hand or through auto top-up, and Margin is calculated on it in the normal way. If you don’t set a multiplier, credits are sold at the Wholesale Price and you earn no margin on them.

6.9A Auto top-up disputes are yours to handle. Clients turn auto top-up on themselves and set their own trigger, package size and spend cap. Credits bought that way are non-refundable to you. If a Client says it didn’t mean to spend that much, you handle it — you’re the merchant of record and their only counterparty — and any goodwill credit you give comes out of what you keep. Make sure your own onboarding explains auto top-up and spend caps clearly; it’s the most common source of billing complaints in usage-priced software.

6.10 Paying us. Platform Fees collected automatically under clause 6.3(a) are settled as the Client pays. Anything invoiced under clause 6.3(b) is payable within 14 days of the invoice date. Late payment carries interest at 3% per annum above our bank’s corporate overdraft reference rate, calculated daily, plus our reasonable recovery costs. If an amount is more than 14 days overdue we may suspend your Studio under clause 10.3(c).

6.11 Part periods and mid-period changes. Where a Client adds or removes seats or modules mid-period, we pro-rate the Wholesale Price for the balance of the period, and the Platform Fee follows. Pro-rating your own Retail Price to that Client is your decision and your job.

6.12 Currency. Wholesale Prices, and therefore the Platform Fee, are in United States dollars (USD). You may charge your Clients in whatever currency you like.

(a) Where you charge a Client in a currency other than USD, we convert that amount to USD at the rate published by our payment processor on the date the Platform Fee is calculated, and the Margin is worked out on the converted figure.

(b) You bear all currency movement — between the date you set a Retail Price and the date a Client pays, and between the date a Platform Fee is calculated and the date it settles. Exchange rates move, and a package that carried a healthy margin when you priced it may not when the Client pays. Price with enough headroom to absorb that, and review your Retail Prices when rates move against you.

(d) Where we invoice you under clause 6.3(b), we invoice in USD and you pay in USD.

6.13 Pass-through costs. Some charges are costs we pay to third parties on a Client’s behalf and pass through at or near cost, and are excluded from Margin. The list is: SMS delivery charges · property portal listing fees. We may add to this list only under clause 6.8.

6.13A Advertising. Clients pay their advertising platforms directly from their own ad accounts — no ad spend runs through us or through you. We charge our own advertising margin on that spend under clause 8.2 of the Platform Terms, and we bill it to you as part of the Platform Fee. You may pass it on to your Clients with your own margin on top, or absorb it.

6.14 GST and tax. All amounts are stated exclusive of GST and any other sales, value-added or consumption tax. You account for GST or its local equivalent on what you invoice your Clients — you’re the supplier to them. We charge GST on the Platform Fee where it applies: as a New Zealand supplier, that generally means GST is added for Partners based in New Zealand, and the supply is zero-rated for Partners based overseas — but your own local tax rules may require you to account for the Platform Fee yourself under a reverse charge, and that’s your responsibility to check. You are responsible for your own tax in every market you sell into, including registering where you’re required to. You must give us valid tax details, including your country of establishment, and tell us if they change.

6.15 Refunds caused by us. Where a refund to a Client is caused by us — a Wholesale Price change under clause 5.5, our termination of these terms for convenience, or our withdrawal of the platform — we’ll credit you the Platform Fee for the affected period so you can pass it on.

6.16 Your own services. You may charge Clients for your own services either inside a package as a Partner Services Component, in which case you keep 100% of it, or separately outside the platform, in which case we take no share and have no involvement. Either way, delivering them is entirely your responsibility.

6.17 Free trials. You may give each Client one free trial of up to 30 days at zero Wholesale Price, up to 20 trials per month across your Studio. Trials beyond that allowance are charged at the Wholesale Price. Trials are excluded from clauses 5.3 and 6.18.

6.18 No selling below Wholesale. Clause 5.3 sets the minimum. If a Retail Price ends up below the Wholesale Price anyway — a misconfiguration, a discount code, a Wholesale Price change taking effect, or an exchange rate moving against you — you still owe the full Platform Fee. The Studio won’t let you publish a package below Wholesale, and we’ll tell you when a Wholesale Price change would take one of your packages under, so you can reprice before it lands.

6.19 Statements. Your Studio shows the Platform Fee for every Client and every period, what’s been collected automatically and what’s been invoiced. If you think a statement is wrong, tell us within 30 days of it being issued, with reasons. After 30 days a statement is treated as accepted.

6.20 Set-off. We may set off any amount you owe us against any amount we owe you.

7. Your legal documents

In short: you write your own terms and privacy policy. We don’t supply them, and they can’t promise more than ours do.

7.1 You write them, we host them. You must have your own terms of service, privacy policy and acceptable use rules in place with every Client. You write them. The Studio gives you a place to publish them so they appear under your brand and your Clients can accept them — that’s all it does.

7.1A We don’t supply, review or approve your legal documents.

(a) We are not a law firm and we do not give legal advice. We provide no drafts, samples, templates or wording for you to use.

(b) Getting your documents written is your job and your cost. Have your own lawyer draft them, for your business, your industry, your customers and every country you sell into.

(c) If we ever comment on your documents — under clause 7.4, or in passing — that is us checking they meet clause 7.2, not us advising you, approving them, or confirming they comply with any law. You must not tell your Clients or anyone else that we have approved or endorsed them.

(d) Clause 7.2 sets the minimum your documents have to reach. Meeting it is your responsibility, and clause 12 puts any claim arising from your documents, or from your failure to put them in place, with you.

7.2 Your documents must, at a minimum:

(a) be no less protective of us than the Platform Terms, the Acceptable Use Policy and the Privacy Policy;

(b) make clear that the Client’s contract is with you, and that you are the merchant of record;

(d) impose acceptable use rules at least as strict as our Acceptable Use Policy, including the anti-spam and consent warranties, the voice-cloning consent requirement, the

AI review requirement, and the prohibition on holding data the Client has no right to hold;

(e) put the sender obligations in clause 13A of the Platform Terms onto the Client — that the Client, not you and not us, is the sender of every commercial message it sends, and is responsible for consent, identification, unsubscribe and the spam laws of every market it sends into;

(f) contain the disclaimers in clause 18 of the Platform Terms, including that no warranty is given on AI output, e-signature enforceability, portal syndication, property data, or payroll and financial figures;

(g) cap your liability to the Client and exclude indirect loss, so that your exposure to a Client is never greater than our exposure to you under clause 11;

(h) include the privacy notices the Privacy Act 2020 requires (or the equivalent in your market), covering what’s collected, why, who receives it, and the individual’s access and correction rights;

(i) make the Client responsible for responding to access, correction and deletion requests from the people whose information it holds, and for deciding on and making privacy breach notifications;

(j) allow you to suspend or terminate the Client so you can comply with clause 3.3A; and

(k) state that no third party — including us — is liable to the Client, and that the Client’s sole recourse is against you;

(l) give the Client a data export window of at least 30 days after its subscription with you ends, and a deletion timeline no less protective than clauses 21.8 and 21.9 of the Platform Terms;

(m) disclose that the platform is operated by an underlying software provider that may monitor the workspace and may suspend it directly where use is serious, unlawful, or creates a risk to the platform, other customers or the public — and obtain the Client’s authorisation for that, in the Client’s terms and privacy statement; and

(n) where the Client uses public pages — vendor dashboards, buyer portals, forms, bookings, signing sessions — require the Client to publish visitor terms no less protective than ours, under your brand.

7.2A Nothing in your documents may be less than this. If your terms fall short, the gap is yours: clause 12 means you carry any claim that our terms would have prevented.

7.3 You must keep your published legal documents current, and make them available to every Client before they subscribe.

7.4 We may review your legal documents at any time, and may ask you to show us the acceptance records for any Client. If your documents conflict with this clause and you don’t fix them within 14 days, we may suspend new Client signups in your Studio, and if you still don’t fix them, terminate under clause 10.3.

8. Privacy and data

In short: you’re responsible for your own data and for how you handle your Clients’ data.

8.1 The chain. Your Clients own their Customer Data. Under the Privacy Act 2020 the chain runs: the Client is the agency responsible for the personal information in its workspace; you hold it on that Client’s behalf and are responsible to us for it; and we hold it on your behalf. Your privacy policy, not ours, applies to your Clients and to the people whose information they hold. You must say so in your documents.

8.1A Data subject requests. You are solely responsible for receiving, recording and responding to every access, correction, deletion and objection request from your Clients and from the people whose information they hold, within the timeframes the law requires. If such a request comes to us, we’ll direct it to you and you must deal with it promptly. We’ll give you reasonable help to locate, export or delete information in a workspace so you can respond.

8.2 Your data. You are the agency responsible for the personal information you collect in running your own business — your prospects, your Client contacts, your staff. Our Privacy Policy applies to what we collect about you.

8.3 Offshore Clients. If you sign Clients outside New Zealand, you are responsible for identifying and complying with the privacy, marketing, consumer and tax laws that apply in that market — including the Australian Privacy Principles, the GDPR, and equivalents. Tell us before you start selling into a new country so we can confirm whether we can support it.

8.4 Breaches. If you become aware of a security or privacy incident affecting a Client’s workspace, tell us immediately at support@penguinpilot.ai. If we become aware of one, we’ll tell you without undue delay and give you what you need to assess it.

Deciding whether a breach is notifiable, and making the notifications, is the Client’s responsibility — and getting the information to the Client is yours. You must tell the affected Client promptly, give them what they need, bear your own costs of doing so, and not delay or obstruct their notification. Tell us what notifications get made. Nothing here limits our own obligation to notify you about incidents we’re responsible for.

8.5 Marketing to Clients and prospects. Everything you send is subject to the Unsolicited Electronic Messages Act 2007 and the Acceptable Use Policy. You are the sender.

9. Restrictions

In short: don’t compete with us using our own software.

9.1 You must not:

(a) use the platform, or information you learn through the Studio, to build, specify or assist anyone building a competing product;

(b) sub-appoint another reseller, or let anyone else white-label the platform through your Studio, without our written consent;

(d) use the Studio to hold workspaces you control for your own use in order to avoid paying for a direct subscription;

(e) misrepresent the platform’s capabilities, security posture, certifications or compliance status; or

(f) do anything that damages our reputation or the reputation of the platform;

(g) direct your Clients to contact us for support, billing or anything else — you are their only point of contact;

(h) solicit our direct customers, or another Partner’s Clients, to cancel and move to your white-labelled version;

(i) publish any marketing that sets your white-labelled version against Penguin Pilot by name, or that claims your version does more, works better, or offers something ours doesn’t — it is our platform, and you may not market it as a rival to itself;

(j) sell lifetime or perpetual access to the platform, or to any module, for a one-off fee. Everything must be sold on a recurring subscription unless we agree otherwise in writing; or

(k) hold yourself out as our employee, agent or representative, or imply a relationship with us beyond being a Partner.

9.1A Minimum advertised price. You may not publicly advertise access to the platform, or to a package substantially similar to one we sell directly, at an effective price below our then-current published standard price for it. This applies even where your offering is white-labelled and your audience doesn’t know it’s built on Penguin Pilot. It applies to the advertised price after discounts, coupons, rebates and giveaways. The final price you actually charge a Client is not restricted — clause 5.3’s Wholesale floor is the only limit on that. This clause doesn’t apply where minimum advertised pricing is prohibited by law, and we may grant written exceptions and revoke them.

9.1B Competitors. You must not give access to the platform to a business that competes with us, or to anyone acting for one.

9.2 Non-solicitation of our staff. During the term and for 12 months after, you must not solicit or hire any of our employees or contractors who you dealt with, without our written consent. This doesn’t catch responses to a general public advertisement.

10. Term, termination and what happens to your Clients

In short: either of us can end this. Your Clients don’t lose their software — but they may end up with us instead of you.

10.1 Term. These terms start when you accept them and continue until terminated.

10.2 Termination for convenience. Either of us may terminate on 60 days’ written notice.

10.3 Termination for cause. Either of us may terminate immediately if the other materially breaches these terms and doesn’t fix it within 14 days of being asked, or becomes insolvent. We may also terminate or suspend your Studio immediately if:

(a) you or a Client breach the Acceptable Use Policy in a way we consider serious;

(b) you misrepresent the platform, or make claims we consider damaging or unsubstantiated;

(d) you’re the subject of a regulatory action or investigation that we reasonably believe creates risk for us or the platform; or

(e) we reasonably believe your continued operation creates a security, legal or reputational risk.

10.4 Effect on you. On termination: your branding licence ends and you stop signing up new Clients immediately. We’ll give you read-only access to your Studio for 30 days so you can export your own commercial records — client list, packages, pricing history, invoices and fee statements. Any amounts owing between us are settled in the normal cycle.

10.5 Effect on your Clients — Client continuity. Your Clients’ workspaces and data are not deleted because your partnership ends. We may, at our discretion:

(a) contact your Clients directly to tell them the arrangement has ended;

(b) offer each Client a direct subscription with us at our then-current standard pricing, or place them with another partner; and

You must cooperate with an orderly transition, provide the Client contact details we reasonably need, release any domain or sending domain held for a Client to that Client, and must not obstruct, discourage or interfere with the transition. You must not disable, delete or hold hostage a Client’s workspace, data or domain.

10.6 Where a Client asks to leave you. If a Client asks us to move to a direct subscription or another partner while your partnership is on foot, we’ll refer them back to you first. If you don’t respond within 30 days, or if your Studio is suspended or terminated, we may transfer the Client without your consent. We’re not responsible to you for lost future revenue from a Client we transfer under this clause.

10.7 No compensation. Except as clause 10.8 provides, termination doesn’t entitle you to compensation for goodwill, lost profits, lost Clients or investment you’ve made, and you waive any such claim to the extent the law allows.

10.8 Where we end it, or change it. Clause 10.7 does not apply, and this clause does instead, where we terminate for convenience under clause 10.2, we withdraw the platform, or you terminate because you don’t accept a change we’ve made under clause 13.2 or a Wholesale Price increase under clause 5.5. In those cases you may choose either:

(a) a transition period of 90 days from the termination date, during which your Studio keeps operating for existing Clients at the Wholesale Prices then in effect, so you can migrate them elsewhere in an orderly way, and clause 10.5 doesn’t apply until it ends; or

(b) a fee waiver — for 6 months after termination we waive the Platform Margin Share on your existing Client book, so you keep the whole of your margin on those Clients for that period, for as long as each stays subscribed and you keep paying the Wholesale Price.

Tell us which you’ve chosen within 14 days of the termination notice. If you don’t, (a) applies.

10.9 Survival. Clauses 3.4, 6 (for amounts owing), 8, 9.1(a), 9.2, 10.5–10.9, 11, 12 and 13 survive termination.

11. Liability between us

In short: our liability to you is capped at what you’ve paid us. Yours to us isn’t capped for the things that are squarely your fault.

11.1 Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, opportunity or anticipated savings.

11.2 Our total aggregate liability to you under or in connection with these terms is limited to the greater of USD $500 and the total Platform Fees you paid us in the 3 months immediately before the event giving rise to the claim.

11.3 These limits don’t apply to liability for death or personal injury caused by negligence, fraud or wilful misconduct, or anything that can’t be limited by law.

11.4 These limits don’t apply to your obligations to pay us money, or to your indemnity under clause 12.

11.5 You acquire the platform and the Studio in trade for business purposes. Clauses 18.4 and 18.5 of the Platform Terms (Consumer Guarantees Act and Fair Trading Act contracting out) apply to you.

12. Your indemnity

12.1 You indemnify us against all losses, damages, costs and expenses (including reasonable legal costs) we suffer arising from any claim relating to:

(a) your acts or omissions, or those of your staff, contractors or Clients;

(b) any statement, promise, warranty or representation you make about the platform that we haven’t made or authorised;

(d) a dispute between you and a Client, including a billing, service or refund dispute;

(e) your branding, marketing or domain use, including any claim that it infringes someone’s rights;

(f) your breach of privacy, spam, consumer or tax law in any market you sell into; or

(g) your breach of these terms or the Platform Terms.

12.2 Clause 20.2 of the Platform Terms (how we handle indemnified claims) applies.

13. General

13.1 The Platform Terms apply. Everything in the Penguin Pilot Platform Terms of Service applies to you and to your own use of the platform, in addition to these terms.

13.2 Changes. We may change these terms on 30 days’ notice. If you don’t accept a change, you may terminate before it takes effect, and clause 10.8 applies. Continuing after 30 days means you accept it.

13.3 Assignment. You may not assign these terms, or transfer your Studio or your Client book, without our written consent. A change of control of your business is treated as an assignment. We may assign on notice.

13.4 Governing law. New Zealand law governs these terms, and the New Zealand courts have exclusive jurisdiction — including where you operate outside New Zealand.

13.5 Notices. Notices to us go to support@penguinpilot.ai. Notices to you go to the email address in your Studio.

13.6 Entire agreement. These terms, the Platform Terms, the Acceptable Use Policy, the Privacy Policy and your Studio pricing are the entire agreement between us about the partnership.

13.7 Severability and waiver. Clauses 24.9 and 24.10 of the Platform Terms apply.

These terms are provided by The Network Software Limited trading as Penguin Pilot. Questions: support@penguinpilot.ai.