APPROPO LIMITED – TERMS OF SERVICE (APRIL 2026)

1. DEFINITIONS

1.1. Definitions

In this Agreement, unless the context requires otherwise:

“Agreement” means any Order Form together with these Terms of Service, as updated by Appropo from time to time and in notified by Appropo to be in force at the time of use of the Appropo Services;

“Apps” means the iOS and/or Android mobile applications which the Customer may configure, brand and make available to its customers using the Appropo Services under this Agreement;

“Appropo” means APPROPO LIMITED (company number 5347821) a duly incorporated company having its registered office at BDO Auckland, Level 4, 4 Graham Street, Auckland 1010, New Zealand;

“Appropo Services” means the digital hospitality platform services provided by Appropo as specified on the Website;

“Appropo Software” means the ‘App Designer’ application and content management system, the Apps and other software used by Appropo to deliver the Appropo Services;

“Authorised Users” has the meaning given to it in clause 4.2;

“Customer” means a user of the Appropo Services;

“Business Day” means any day other than a Saturday, a Sunday or a public holiday (as defined in the Holidays Act 2003) in Auckland;

“Confidential Information” means information disclosed by a party under this Agreement that is marked as confidential or which might reasonably be expected to be confidential in nature;

“Customer Data” means the data input into the Appropo Services by the Customer or an Authorised User in the course of using the Appropo Services (for example, any Customer branding, images, content, information or other material which is specific to the Customer for inclusion in an App, but excluding the Apps themselves);

“Customer Store” means each separate physical location where the Customer does business;

“End User Data” means any data relating to an end user of the Apps, or their use of the Apps, which is collected or input during the course of using the Apps or the Appropo Services;

“Fees” means the Setup Fee, the Subscription Fees, the Support Fees (if any) and the Third Party Fees (if any);

“Force Majeure Event” means an extraordinary event or circumstance beyond the reasonable control of a party such as an act of God (but excluding lack of funds);

“Initial Term” means the initial term set out in the Order Form, or where no initial term is specified, twelve months;

“Insolvency Event” means, in relation to a party, where that party ceases or threatens to cease to carry on business; is subject to any form of insolvency proceedings that are not removed with 10 Business Days; commits an act of bankruptcy or has been adjudicated bankrupt; has any of its assets seized by a creditor; enters into any compromise with a creditor; has a receiver, liquidator, administrator, statutory manager or similar official appointed; becomes insolvent or is deemed by law to be so; or suffers any analogous event;

“Intellectual Property Rights” means all intellectual property rights whether conferred by statute, at common law or in equity, including all copyright, rights in relation to inventions, trade secrets and know how, rights in relation to designs, rights in relation to trademarks, business names and domain names;

“Notice Period” means the notice period set out in the Order Form, or where no notice period is specified, three months;

“Order Form” where applicable, means an order form specifying certain details of the Agreement;

“Reseller” means the third party reseller (if any) appointed by Appropo, and from whom the Customer has agreed to purchase access to the Appropo Services and the Support Services;

“Setup Fee” means the setup fee specified in the Order Form or otherwise agreed in writing;

“Start Date” means the earlier of the date specified in the Order Form or the date the Customer begins using the Appropo Services;

“Subscription Fees” means the Fees set out in the Order Form or notified by Appropo to the Customer from time to time in accordance with this Agreement;

“Support Fees” means the amount agreed by either Appropo or a Reseller, and the Customer in writing;

“Support Service” means:

1) where Appropo provides the Support Services, a Help Desk (available 8.30am to 5pm on Business Days) to respond to any queries or requests from Authorised Users relating to use of or technical issues relating to the Appropo Services. Appropo will endeavour to resolve any issues reported to it which relate to the Appropo Services (but excluding any issues arising from the Customer’s environment or network connections); or

2) where a Reseller provides Support Services then the Support Services that that Reseller has agreed to provide;

“Term” has the meaning set out in clause 2.1;

“Third Party Fees” means any fees in respect of any third party services used by the Customer and charged by Appropo; and

“Website” means https://appropo.io.

1.2. Interpretation

In this Agreement, unless the context requires otherwise:

a) the headings to clauses are inserted for convenience only and shall be ignored in interpreting this Agreement;

b) the word “including” and other similar words do not imply any limitation;

c) a person includes any company or body of persons (incorporated or not);

d) the plural includes the singular and vice versa;

e) references to clauses and schedules are to clauses of and schedules to this Agreement; and

f) a reference to a statute includes any legislative instrument or other subordinate legislation made under it and amendments to or replacement of any of them from time to time.

2. TERM

2.1. Term:

This Agreement will commence on the Start Date and continue for the duration of the Initial Term. Following the expiry of the Initial Term this agreement shall automatically continue until terminated by either party in accordance with this agreement.

3. SERVICES

3.1. Provision of Appropo Services

Appropo will provide the Appropo Services to the Customer (on a non-exclusive and non-transferable basis) during the Term. The Customer agrees to receive and use the Appropo Services (including the Appropo Software) in New Zealand in accordance with the operating procedures for the Appropo Services as notified by Appropo, and subject to the Agreement.

3.2. App Submission

The Appropo Services allow the Customer to configure and add branding to template versions of the Apps, and submit those Apps to Apple and/or Google for approval and distribution on their online app stores. The Customer acknowledges that Apple and Google set requirements and conditions that must be met by an application distributed on their platforms (Distributor Requirements), and that those Distributor Requirements are subject to change without notice. The Appropo Services will allow the Customer to create Apps which comply with the then-current Distributor Requirements, but the Customer acknowledges that changes to those Distributor Requirements may require changes to the Apps, or that they be withdrawn from Apple’s and/or Google’s online app stores. In such circumstances, Appropo will notify the Customer and work with the Customer to make such changes to the Apps as are reasonably practicable and necessary to comply with the Distributor Requirements.

3.3. Third Party Hosting

The Appropo Services are hosted by a third party. There may be instances during which the Customer’s ability to use the Appropo Services are affected due to an issue affecting the third party host. Appropo will use reasonable endeavours to minimise any interruption to the Customer’s use of the Appropo Services, but the Customer acknowledges that such instances may be beyond Appropo’s control and agrees that it will not hold Appropo responsible.

3.4. Availability

Appropo agrees to use reasonable efforts to ensure the Appropo Services are available without interruption. At times Appropo may need to withdraw or limit availability of the Appropo Services to allow for maintenance and development to take place. Where possible, Appropo agrees to provide the Customer with reasonable prior notice in advance of such withdrawal or limitation of availability.

3.5. Support

Subject to it meeting its obligations to pay the Support Fees, Appropo, or the Reseller (if relevant), will provide the Support Services during the Term.

4. CUSTOMER OBLIGATIONS

4.1. Use of Service

The Customer agrees to use the Appropo Services solely for its own business purposes and in accordance with this Agreement and applicable laws (including the Unsolicited Electronic Messages Act 2007 and Privacy Act 2020). For the avoidance of doubt, this includes not selling illegal or restricted items.

4.2. Authorised Users:

The Customer will provide Appropo with names, titles and email addresses of those of its personnel who it wishes to have access to the Appropo Services (Authorised Users). Appropo will allocate each Authorised User with log-in details to enable them to access and use the Appropo Services. Those log-in details are personal to the Authorised User to whom they are issued, and the Customer will ensure that each Authorised User keeps those log-in details secure and does not allow any other person to use them. The Customer shall be responsible for all acts done using an Authorised User’s log-in details (except where caused by a breach by Appropo of its obligations under this Agreement), and shall ensure that its Authorised Users comply with this Agreement and any additional terms of use or operating instructions relating to the Appropo Services from time to time.

4.3. Access Conditions

When using or accessing the Appropo Services, the Customer must ensure that it does not, and Authorised Users do not:

1) attempt to undermine the security of the Appropo Services or use it in a manner which may impair its functionality;

2) except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Appropo Software (as applicable) in any form or media or by any means; or

3) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Appropro Software;

4) access all or any part of the Appropo Services in order to build a product or service which competes with the Services;

5) use the Appropo Services in any way that would constitute a breach of a third party’s rights; or

6) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Appropo Services available to any third party.

4.4. Unauthorised use

The Customer will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Appropo Services and, in the event of any such unauthorised access or use, promptly notify Appropo.

5. DATA

5.1. Ownership of Customer Data

The Customer will own all rights, title and interest in and to all of the Customer Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2. Back-up

Appropo will take steps to back up the Customer Data in accordance with prevailing industry standards. The Customer agrees to keep a separate back-up copy of the Customer Data.

5.3. Security

Appropo will maintain technical safeguards for the protection of the security, confidentiality and integrity of the Customer Data in accordance with prevailing industry standards.

5.4. Ownership of End User Data

The Customer will own all rights, title and interest in and to all of the End User Data.

5.5. Personal Information

The Customer must comply with the Privacy Act 2020 and obtain all necessary consents from users of the Appropo Services and/or the Apps to give Appropo permission to collect, use, hold and process those users’ personal information in accordance with this Agreement.

6. Indemnity

The Customer indemnifies Appropo against all liabilities, damages, expenses and losses (including all legal costs) arising from breach or alleged breach by the Customer of clause 5.5.

6. FEES

6.1. Pricing

The Customer will pay the Fees to Appropo.

6.2. Invoicing

Unless Appropo and the Customer have agreed different payment terms in writing, on the Start Date and the first day of each month thereafter, Appropo will issue a valid GST invoice for the Subscription Fee and the Support Fee.

6.3. Payment

The Customer will pay Appropo the amount payable in respect of each invoice issued under clause 6.2 within 20 Business Days following the date of the invoice.

6.4. Interest

Appropo may charge interest on any overdue amounts on a daily basis at a rate of 2% per month from the due date until the date of actual payment.

6.5. Reseller

If the parties have agreed that the Customer shall pay the Subscription Fees and Support Fees to a Reseller, then clauses 6.1 to 6.4 above will not apply, and the Customer and Reseller will agree their own terms relating to pricing, invoicing, payment, and interest in relation to the Subscription Fee and Support Fee (if any).

6.6. Commission

We may pay third parties (including Resellers and other third parties that we have referral arrangements with), a commission in relation to their provision or promotion of the Appropo Services, including the Appropo Software.

6.7. Updates

After the Initial Term, Appropo may update the Fees by notice to the Customer. Except in the case of Third Party Fees, the notice period for any Fees update shall be at least the Notice Period.

7. INTELLECTUAL PROPERTY

7.1. Ownership

Appropo (and where applicable, its licensors) owns and retains all Intellectual Property Rights in the Appropo Services, including the Appropo Software.

7.2. Existing Rights

All Intellectual Property Rights of a party or any of its licensors that are not developed, commissioned or created under or in connection with this Agreement, but are used for the purposes of this Agreement, will remain owned by that party or the relevant licensor.

7.3. Customer Data Rights

The Customer owns all Intellectual Property Rights in the Customer Data and grants Appropo a worldwide, non-exclusive, transferable licence to use, store, copy, modify, make available and communicate the Customer Data for the limited purpose of performing its obligations under this Agreement.

7.4. End User Data Rights

The Customer owns all Intellectual Property Rights in the End User Data and grants Appropo a perpetual, worldwide, non-exclusive, irrevocable, transferable licence to use, store, copy, modify, make available and communicate the End User Data on an aggregated basis for the purposes of deriving and delivering industry and sector analysis.

7.5. Indemnity

Appropo indemnifies the Customer against all liabilities, damages, expenses and losses (including all legal costs) arising from any allegation that the Customer’s use of the Appropo Services infringes any third party’s Intellectual Property Rights.

8. CONFIDENTIALITY

8.1. Confidentiality

Except as permitted by clause 8.2, neither party will disclose the other party’s Confidential Information to any person, or use such Confidential Information for any purpose other than to perform this Agreement.

8.2. Permitted disclosure

Notwithstanding clause 8.1, either party may disclose any of the other party’s Confidential Information with the other party’s prior written consent or if and to the extent disclosure is required by law (provided that the disclosing party gives the other party notice of the requirement as soon as practicable before such disclosure is made).

9. WARRANTIES

9.1. Mutual Warranties

Each party warrants that it has full power and authority to enter into and perform its obligations under this Agreement.

9.2. Contracting out

For the purposes of section 5D of the Fair Trading Act 1986 (FTA) and section 43 of the Consumer Guarantees Act 1993 (CGA), the parties acknowledge and agree that:

1) the Appropo Services are being provided to the Customer, and acquired, in trade; and

2) to the extent permitted by law, in respect of all matters covered by this Agreement, the parties are contracting out of the CGA, and sections 9, 12A, and 13 of the FTA.

10. LIABILITY

10.1. Cap

Appropo’s total liability in respect of any single claim or series of related claims, whether arising in contract, tort (including negligence) or otherwise, under or in connection with this Agreement, shall in no event exceed:

1) where the Customer pays Subscription Fees directly to Appropo, the amount equal to the Subscription Fees paid in respect of the period of 12 months prior to the occurrence of the event or circumstance giving rise to the claim or series of related claims; or

2) where the Customer pays Subscription Fees to a Reseller, $100.

10.2. Exclusions

Subject to clause 10.3 neither party will be liable to the other party for:

1) loss of profit, loss of revenue, loss of data, loss of business opportunity, or damage to goodwill; or

2) any indirect, consequential or special loss or damage.

10.3. Exceptions

Clauses 10.1 and 10.2 shall not limit either party’s liability:

1) to pay any amount due under clause 6 or any other clause of this Agreement;

2) for death or personal injury caused to any person;

3) for fraud or fraudulent misrepresentation; or

4) under the indemnity in clause 10.4.

10.4. Indemnity

The Customer hereby indemnifies Appropo from and against any and all claims, damages, losses, costs, liabilities and expenses (including reasonable legal fees) that Appropo suffers or incurs in connection with the Customer’s use of any third party integration provided as part of the Appropo Services (for example if the Appropo Services include third party integrations that enable the Customer to communicate with Uber Eats or DoorDash) or data obtained through that third party integration.

11. TERMINATION

11.1. Breach

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

1) the other party commits a material or persistent breach of this Agreement and fails to remedy that breach within ten Business Days after receipt of notice by that party requiring the breach to be remedied; or

2) the other party is subject to an Insolvency Event.

11.2. Termination without cause

After the Initial Term, either party may terminate this Agreement at any time by giving the other party notice of at least the Notice Period.

11.3. Withdrawal

Notwithstanding clause 11.2, Appropo may immediately withdraw access to the Appropo Services if required to do so by a third party.

11.4. Consequences of termination

On and following termination or expiry of this Agreement for any reason:

1) the termination or expiry shall be without prejudice to either party’s accrued rights and remedies;

2) all licences and other rights of use granted (including the Customer’s right to continue using any Appropo Software) under this Agreement will immediately terminate;

3) the Customer must pay all Subscription Fees and Support Fees due prior to termination;

4) Appropo may withdraw Customer’s version of the Apps from Apple’s and/or Google’s online app stores, and any Apps currently installed on end user devices may cease to function;

5) if requested by the Customer within one month of termination, Appropo will either return all Customer Data to the Customer in mutually agreed electronic format or delete all Customer Data and certify in writing that it has done so;

6) at the request of a party, promptly return or destroy all that party’s Confidential Information in the holder’s possession or control, and certify in writing that it has done so; and

7) clauses 6, 7, 8 and 10, together with other provisions that are by their nature intended to survive, will remain in effect.

12. DISPUTE RESOLUTION

12.1. Dispute notice

If there is a dispute between the parties in relation to this Agreement, either party may give the other party notice of the nature and details of the dispute.

12.2. Negotiation

Within 10 Business Days of receipt of the notice of dispute, senior managers of the parties shall meet to endeavour to resolve the dispute.

12.3. Mediation

If the dispute is not resolved within 20 Business Days of receipt of the notice of dispute, either party may by notice to the other party refer the dispute to mediation. The mediation will be in Auckland and conducted under the LEADR New Zealand Incorporated (“LEADR”) standard mediation agreement. If the parties do not agree on a mediator or the mediator’s fees within 5 Business Days of receipt of the notice of mediation, the mediator shall be appointed or the fees set by the chair of LEADR (or his/her nominee) at the request of either party.

13. UBER

13.1.

Where the Customer uses the Appropo Services to connect with Uber Eats, the Customer agrees, represents and warrants that:

1) the Customer authorises Appropo to access any data exchanged with Uber via the Uber Eats API for the purpose of providing the Appropo Services;

2) the Customer will comply with any obligations that apply to the Customer under Appropo’s agreement with Uber (as notified by Appropo to the Customer from time to time);

3) the Customer has and will maintain a valid merchant agreement with Uber and the Customer will comply with the terms of that agreement at all times;

4) where the Customer receives data from Uber that includes personal information and/or non-public content related to a user, such content will not be exposed to other users or third parties;

5) the Customer will not, and will not allow others to:

a) use this part of the Appropo Services for any reason unconnected with the services provided by Uber;

b) aggregate non-corporate or non-franchised stores to a developer account; and

b) share with a third party (or enable a third party to use) any operational, technical or other data obtained through the use of this part of the Appropo Services in any manner that is competitive to Uber or any of its affiliates; and

6) the Customer shall be responsible for all fees charged by Uber.

14. DOOR DASH

14.1.

Where the Customer uses the Appropo Services to connect with DoorDash, the Customer agrees, represents and warrants that:

a) the Customer will comply with any obligations that apply to the Customer under Appropo’s agreement with DoorDash (as notified by Appropo to the Customer from time to time);

b) the Customer will comply with the DoorDash Merchant Terms of Service (as at the time of this Agreement available at https://help.doordash.com/merchants/s/terms-of-service-us?language=en_US) at all times;

c) the Customer, and the Customer will ensure that its customers, consent to receiving notifications about orders from DoorDash or its deliverer;

d) the Customer will ensure its products are available for pick up at the quoted time;

e) the Customer will not engage in any practices which may adversely affect the credibility or reputation of DoorDash;

f) the Customer has and will maintain all necessary licenses, approvals and permits as required by applicable law, rule and/or regulation;

g) title to the Customer’s products transfers to the Customer’s customer once that product leaves the Customer’s physical possession;

h) the Customer acknowledge that DoorDash has limited hours of operation and delivery radii, as communicated by DoorDash to the Customer from time to time;

i) the Customer will pay any DoorDash delivery fees (as updated by DoorDash from time to time) invoiced in accordance with clauses 6 above;

j) the Customer will comply with the Conditions of Use in our agreement with DoorDash (available at https://developer.doordash.com/en-US/terms/v2/1/), including not selling certain items, and acknowledge that its access to DoorDash may be revoked if the Customer breaches such conditions; and

k) all information the Customer provides to Appropo is true and correct.

15. OTHER THIRD PARTY SERVICES

15.1.

Where the Customer uses any other third party service via the Appropo Services, the parties acknowledge that the Customer may need to agree to additional terms.

16. GENERAL

16.1. Amendments

Appropo may update these terms by notice to the Customer providing notice of at least the Notice Period. Any use of the Appropo Services after the date on which Appropo has notified the Customer that the updated terms come into force shall be deemed acceptance of the updated terms.

16.2. Assignment

Except as set out in this clause, neither party may assign or transfer any or part of this Agreement without the written consent of the other party (consent not to be unreasonably withheld). Appropo may assign, transfer, or novate this agreement, or any of its rights or obligations under it, to any person who acquires all or a substantial part of the Appropo’s business or assets to which this agreement relates, provided that the assignee agrees in writing, prior to the assignment taking effect, to assume all of the Service Provider’s obligations under this agreement and to provide services that are materially equivalent to or better than those required under this agreement. Appropo must give the Customer reasonable prior written notice of any such assignment. Change in the effective control of a party is deemed to be an assignment.

16.3. Entire agreement

This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements, understandings and representations (whether oral or written) given by or made between the parties, relating to the matters dealt with in this Agreement.

16.4. Force Majeure

A party shall not be liable for any breach of this Agreement to the extent such breach is due to a Force Majeure Event, provided that it keeps the other party fully informed of the situation, uses reasonable endeavours to mitigate the effect of the Force Majeure Event and resumes full performance as soon as reasonably practicable.

16.5. Further assurances

Each party shall, at its own expense, promptly sign and deliver any documents, and do all things, which are reasonably required to give full effect to the provisions of this Agreement.

16.6. Relationship

The parties are independent contractors, and this Agreement does not create any partnership, agency or employment relationship between them.

16.7. Rights at law

The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by this Agreement or law.

16.8. Severance

If any provision of this Agreement is illegal, invalid or unenforceable, that provision shall be read down to the extent necessary to make it legal, valid and enforceable.

16.9. Waiver

A waiver of a right under this Agreement is ineffective unless it is in writing.

16.10. Governing law and jurisdiction

This Agreement is governed by New Zealand law and the parties irrevocably submit to the non-exclusive jurisdiction of the New Zealand courts.

16.11. Counterparts

This Agreement may be signed and delivered in counterparts (including by way of electronic transmission), both of which when taken together shall constitute one and the same instrument and, notwithstanding the date of execution, will be deemed to bear the date of this Agreement.