CARS Terms & Conditions

CARS TERMS & CONDITIONS

This Order Form, together with these Terms and Conditions and any documents referred to herein (the “Agreement”), constitutes the entire agreement between;

the Pinewood entity specified in the applicable Order Form, being one of the following

(1) Pinewood Technologies PLC (Company No: 03542925)

(2) Pinewood Technologies Northern Europe AB (Company No: 559307-3942)

(3) Pinewood AI South Africa (Pty) Ltd (Company No: 2025/380525/07) (“Pinewood”)

and the Customer.

In the event of any conflict or inconsistency between the provisions of the Order Form and these Terms and Conditions, the provisions of the Order Form shall prevail.

Any licences or benefits granted to Pinewood under this Agreement shall extend to its Group Companies and Affiliates. Pinewood remains primary obligor for the performance of the Services, whether performed by Pinewood directly or through an Affiliate.

Pinewood reserves the right to modify these Terms and Conditions to reflect changes in law or operational requirements. Pinewood shall notify the Customer of any material changes via email or written notice. Continued use of the Services following thirty (30) days of such notice shall be deemed acceptance of the revised Terms.

1. OUR SERVICES

By purchasing, accessing, or using the Services, the Customer confirms that they are responsible for anyone that uses the Services through the Customer account, which may include Customer employees, consultants or contractors, or the employees, consultants or contractors of Customers Affiliates.

The information provided by the Services should not be used or distributed in any country where it would violate local laws or require registration. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

breakdown of the applicable product specifications and features is set out in the Features Comparison Table in Clause 1, and further technical requirements and usage limits are set out in the Fair Usage Policy in Clause 3, both of which form part of this Agreement.

Customer shall use all commercial endeavours and acknowledges that timely provision of information, access, approvals, and cooperation is required for Pinewood to deliver the Services. Pinewood shall not be responsible for delays, service issues, or failures caused by the Customers failure to provide such cooperation or by inaccurate or incomplete information supplied by the Customer.

Produkt Specifications & Features

2. AI-OUTPUTS

The Customer acknowledges that the Services incorporate artificial intelligence and machine-learning technologies that generate automated responses, insights, or outputs (“AI Outputs”).

AI Outputs are generated probabilistically based on available data and models and may be unreliable. The Services and AI Outputs are provided for informational and assistive purposes only and do not constitute professional, legal, financial, regulatory, or commercial advice.

Any AI Outputs are provided on an “as-is” basis and may be inaccurate, incomplete, or outdated. AI Outputs do not constitute professional, legal, or financial advice. Pinewood expressly disclaims all liability for the Customer’s (or any third party’s) reliance upon AI Outputs.

The Customer shall not represent AI Outputs as being verified, endorsed, or guaranteed by Pinewood and must ensure human oversight by qualified personnel in accordance with applicable law.

3 FAIR USAGE POLICY

Use of the Services is subject to the Fair Usage Policy set out below. Where Customer exceeds, or are reasonably likely to exceed, the applicable usage limits, Pinewood may, acting reasonably and proportionately:

(i) Notify the Customer of the excess usage;

(ii) Temporarily limit access to the Services;

(iii) Suspend the Services until the start of the next billing cycle; and/or

(iv) Offer the Customer the option to upgrade to a higher subscription tier or purchase additional usage capacity.

Pinewood is under no obligation to provide Services in excess of usage limits. Continued access beyond such limits shall be subject to the Customer’s agreement to upgrade its subscription tier or pay additional capacity fees. No action taken by Pinewood under this Clause 3 shall constitute a breach of Agreement.

4. PAYMENT FOR SERVICES

The applicable fees for the Products shall be as set out in the Activation Agreement executed by the

Customer (the “Activation Agreement”) and may be adjusted from time to time in accordance with the Fair Usage Policy or pursuant to an agreed upgrade or additional usage purchase set out in an updated Activation Agreement or invoice. The applicable monthly subscription fee (the “Monthly Subscription Fee”) shall be invoiced monthly in advance, with invoicing commencing on the Go-Live Date. Set Up Fees shall be invoiced on the Effective Date as detailed in the Activation Agreement.

Alla payments shall be made by the Customer in accordance with the payment terms specified in the relevant Invoice.

The Monthly Subscription Fee is exclusive of sales, use, or value-added taxes. Customer shall be responsible for all applicable taxes, duties, and any bank charges or transfer fees incurred in connection with payments under this Agreement.

Customer Shall pay all invoices in currency specified in the Order Form within thirty (30) days of receipt of the invoice. The Customer shall pay all invoices by direct debit to such bank account as Pinewood shall nominate from time to time for this purpose. The Customer shall pay all invoices in full without any set-off, counterclaim, deduction or withholding. The Customer shall pay all costs and expenses (including legal costs) incurred by Pinewood in enforcing payment of any charges.

Pinewood may increase the Monthly Subscription Fee once in any 12-month period, with effect from the earlier of: (i) the anniversary of the Go-Live Date; or (ii) 31 December. Such increase shall be limited limited to the percentage increase in the Consumer Price Index (or equivalent local inflationary index) applicable to the jurisdiction of the Pinewood entity, as published by the relevant national statistics office. Pinewood shall provide at least thirty (30) days’ prior written notice of any such increase.

If Customer fails to pay an Invoice in accordance with the applicable payment terms, Pinewood may suspend the Services or terminate this Agreement in accordance with the Terms set out within.

5. INTELLECTUAL PROPERTY RIGHTS

Alla intellectual property rights in and to the Services, including all software, source code and object code, databases, functionality, algorithms, AI models, system prompts, architecture, website designs, audiovisual content, text, photographs, graphics, documentation, trademarks, service marks, logos, brand names, domain names, know-how, confidential information, goodwill, and all other materials or rights of a similar nature (whether registered or unregistered, and including all applications, renewals, extensions, and reversions thereof) (collectively, the “IP”), are and shall remain the exclusive property of Pinewood and/or its licensors.

The IP is protected by applicable intellectual property, unfair competition, and proprietary rights laws in the United Kingdom, the European Union, South Africa, and other international jurisdictions. Except as expressly stated in this Agreement, no rights or licenses in or to the IP are granted, whether by implication, estoppel, or otherwise.

Subject to Customers ongoing compliance with this Agreement (including the Prohibited Activities), Pinewood grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license during the term of this Agreement to access and use the Services solely for the Customers business purposes and to display the Pinewood brand names solely to the extent necessary to integrate, operate, and display the Services on the Customer website.

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

Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of the Services or Software, except to the extent expressly permitted by applicable law;

Remove, obscure, or alter any proprietary notices, trademarks, or branding;

Use the Services, Software, Content, or Marks to develop or support a competing product or service; or

Reproduce, distribute, publicly display, sublicense, sell, or otherwise exploit any part of the Services, Content, or Marks except as expressly authorized under this Agreement.

Any unauthorized use of the Services, content, or marks constitutes a material breach of this Agreement and shall result in the immediate termination of the Customer’s license and right to use the Services.

If Customer wishes to make any use of the Services, Content, or Marks beyond the scope expressly permitted under this Agreement, Customer must obtain Pinewood’s prior written consent. Where such consent is granted, Customer must clearly acknowledge Pinewood as the owner or licensor of the relevant IP and ensure that all proprietary notices are preserved and displayed.

By submitting or transmitting to Pinewood any questions, comments, suggestions, ideas, feedback, or other information relating to the Services (“Submissions”), Customer irrevocably assigns to Pinewood all right, title, and interest in and to such Submissions, including all associated intellectual property rights. Pinewood may use, reproduce, modify, disclose, and exploit Submissions for any lawful purpose, commercial or otherwise, without restriction, attribution, or compensation.

Alla rights not expressly granted to Customer under this Agreement are reserved by Pinewood, it’s Group Companies or Affiliates. No licence is granted by implication or estoppel.

5. USER REPRESENTATIONS

The Customer represents and warrants that it has the full power, capacity, and authority to enter into this Agreement and to perform its obligations hereunder.

The Customer warrants that its use of the Services shall at all times comply with all applicable laws, enactments, regulations, and regulatory policies in force from time to time.

The Customer warrants that it shall not use the Services for any purpose that is:

(a) unlawful or unauthorised under the terms of this Agreement;

(b) fraudulent or intended to deceive any third party; or

(c) in breach of any third-party intellectual property or privacy rights

7. PROHIBITED ACTIVITIES

The Customer shall not, and shall ensure that its Authorised Users do not:

i. Use the Services in any manner that violates applicable laws, regulations, sanctions, export controls, or third-party rights, including data protection, privacy, intellectual property, and AI specific regulatory obligations.

ii. Circumvent, disable, interfere with, or attempt to bypass any security, access controls, authentication mechanisms, usage limits, rate-limiting, or other technical safeguards of the Services.

iii. Interfere with, disrupt, degrade, overload, or impose an unreasonable burden on the Services, infrastructure, APIs, models, networks, or systems connected to the Services. iv. Harass, abuse, threaten, intimidate, annoy, or otherwise interfere with any employees, contractors, agents, or other users involved in providing or using the Services.

v. Attempt to gain unauthorised access to the Services, user accounts, datasets, models, source code, training pipelines, system prompts, or any related systems or networks.

vi. Except to the extent expressly permitted by applicable law, reverse engineer, decompile, disassemble, decipher, derive source code from, probe, extract, replicate, or attempt to infer the architecture, parameters, weights, training data, system prompts, or underlying logic of any software or AI model comprising the Services.

vii. Systematically retrieve, scrape, harvest, mine, or extract data, outputs, content, or metadata from the Services (including via automation) to create or compile collections, databases, directories, datasets, or derivative works without our prior written consent.

viii. Use bots, scripts, crawlers, spiders, agents, scrapers, automation tools, or similar technologies to access or interact with the Services except where expressly permitted via an authorised API and subject to applicable usage limits.

ix. Without limitation, Customer shall not share access credentials, allow concurrent access beyond licensed limits, impersonate Us or the Services, or access the Services for the purpose of monitoring availability, performance, or functionality for competitive purposes.

x. Upload, transmit, introduce, or attempt to introduce viruses, malware, Trojan horses, exploits, spyware, web bugs, tracking pixels, passive collection mechanisms, or any other malicious or unauthorised monitoring or data-collection code.

xi. Use any information or outputs obtained from the Services to harass, abuse, deceive, defraud, exploit, or otherwise harm any individual or entity, or to generate, promote, or disseminate unlawful, harmful, or misleading content.

xii. Make improper use of support services, submit false, misleading, or bad-faith reports, or attempt to manipulate operational, compliance, moderation, or enforcement processes.

xiii. Copy, modify, adapt, sublicense, sell, resell, lease, distribute, white-label, frame, link to, or otherwise commercialise the Services, software, models, Content, or outputs except as expressly authorised in writing.

xiv.Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices included in or associated with the Services or Content.

xv. Collect usernames, email addresses, or other user information by electronic or other means for the purpose of sending unsolicited communications or creating accounts by automated means or under false pretenses.

xvi. Use the Services, Content, or outputs to develop, train, fine-tune, benchmark, or improve competing products or services, perform competitive analysis or model comparisons for commercial advantage or public disclosure, or otherwise compete with the Services.

xvii. Misrepresent, disparage, tarnish, or otherwise harm the reputation, goodwill, or brand of the Company or the Services.

The Customer shall not engage in any conduct that may bring Pinewood into disrepute or disparage the Pinewood brand.

Any breach of this Clause 7 shall be deemed a material breach not capable of remedy, entitling Pinewood to suspend access immediately and/or terminate this Agreement for cause without further liability.

8. CONFIDENTIALITY

Each Party (the “Receiving Party”) may receive from the other Party (the “Disclosing Party”) certain confidential information and treat it as confidential. It may receive from the other party technical information, business/financial information, management information, and documentation which (i) is stamped or otherwise marked as being confidential or proprietary, whether in written or electronic form, (ii) pertains in any way to such Party’s (or its affiliates’) business plans or methods, or (iii) otherwise is not generally known by others, and under the circumstances of the disclosure, the Disclosing Party had a reasonable expectation that the Receiving Party would know that the information is confidential or proprietary (collectively the “Proprietary Information”).

The Receiving Party shall:

(a) keep the Confidential Information strictly confidential and apply the same degree of care as it uses to protect its own confidential information (being no less than a reasonable degree of care);

(b) use Confidential Information solely for the performance of its obligations under this Agreement; and

(c) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to its employees or professional advisors who have a “need to know” and are bound by equivalent confidentiality obligations.

The Receiving Party shall hold the Proprietary Information received from the Disclosing Party in confidence, shall use such information only for the purpose of and in accordance with this Agreement and shall not further disclose such information to any third party without the prior written approval of the Disclosing Party. The obligation to protect the confidentiality of Proprietary Information shall apply during the term of the Agreement and extend for a period of five (5) years following its termination.

The restrictions of this section shall not apply to any information:

i. Lawfully received from another source free of restriction and without breach of this Agreement,

ii. That is published or becomes generally available to the public without breach of this Agreement,

iii. Known by the Receiving Party prior to the time of disclosure,

iv. Independently developed by the Receiving Party without resort or access to the Proprietary
Information; or

v. That the Disclosing Party has approved for further release by the Receiving Party.

The Receiving Party may disclose Confidential Information if required by law or a court of competent jurisdiction, provided it gives the Disclosing Party (where legally permitted) prompt notice of such requirement.

Proprietary Information shall remain the property of the Disclosing Party and shall be returned or destroyed upon written request of Disclosing Party or upon termination of this Agreement. The Receiving Party may retain in its files for archival purposes only, one copy of all written materials returned.

9. MARKETING AND COMMUNICATION

Subject to applicable law, Customer consents to receive service-related communications and, where permitted marketing communications from Pinewood by email, on the email address provided by Customer in connection with; service information and updates; and newsletters. The Customer shall, however, have the right to opt out from such news and marketing material.

The Customer grants Pinewood a non-exclusive, royalty-free licence to use the Customer’s name and corporate logo in Pinewood’s promotional materials, website, and customer lists to identify the Customer as a user of the Services.

Any detailed publicity, such as press releases or formal case studies, shall be subject to the Customer’s prior written approval (such approval not to be unreasonably withheld, conditioned, or delayed).

10. SERVICES MANAGEMENT

Pinewood reserves the right, but shall have no obligation, to monitor the Services to ensure compliance with this Agreement and to maintain the security and integrity of its systems;

Pinewood may, in its sole discretion and without prior notice, suspend or restrict the Customer’s (or any Authorised User’s) access to the Services if Pinewood reasonably believes that:

(a) the Customer is in material breach of this Agreement;

(b) such action is necessary to protect the security, performance, or availability of the Services; or

(c) the Customer’s use of the Services violates any applicable law or regulation.

Pinewood reserves the right to manage and modify the Services in any manner it deems necessary to: (i) protect its rights and property; (ii) ensure the proper functioning of the Services; or (iii) comply with regulatory requirements.

Any suspension or restriction of access carried out in accordance with this Clause 10 shall not constitute a breach of this Agreement by Pinewood and shall not entitle the Customer to any refund or credit of Fees.

11. PRIVACY POLICY

The Customer’s use of the Services is subject to the Privacy Policy (as amended from time to time), the terms of which are hereby incorporated into this Agreement by reference.

Each Party shall comply with all applicable data protection legislation, including but not limited to: (i) the UK GDPR and Data Protection Act 2018 (for the UK); (ii) the EU GDPR (for Northern Europe); and (iii) the Protection of Personal Information Act 2013 (POPIA) (for South Africa).

12. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for the Initial Contract Term, or for a minimum of twelve (12) months from the Go-Live Date, whichever is longer.

Upon expiry of the Initial Contract Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”), unless either Party gives the other Party not less than three (3) months’ prior written notice of non-renewal before the end of the then-current term.

Except as expressly set out below, Customer may terminate this Agreement by providing at least three (3) months’ prior written notice, such termination to take effect at the end of the then-current Initial Contract Term or Renewal Term. Alla fees due and payable up to the effective termination date shall remain payable and non-refundable.

Pinewood may suspend or terminate the Services at its discretion in accordance with this Agreement, including for reasons of compliance, security, operational necessity, or breach.

If Customer breaches any provision of this Agreement (including failure to pay any amounts when due) and such breach is not remedied within fourteen (14) days after receipt of written notice from Pinewood specifying the breach and requiring its remedy, Pinewood may terminate this Agreement immediately by written notice, without the need for any further notice or judicial or non-judicial proceedings.

Pinewood may terminate this Agreement with immediate effect, without notice or liability, if Customer:

i. becomes insolvent, is unable to pay its debts as they fall due, or admits in writing its inability to do so;

ii. enters into liquidation (voluntary or compulsory), receivership, administration, or any arrangement with its creditors (other than a solvent restructuring approved in writing by Pinewood);

iii. has a receiver, trustee, administrator, or similar officer appointed over any of its assets;

iv. is subject to bankruptcy, insolvency, or similar proceedings in any jurisdiction which are not dismissed stayed within thirty (30) days; or

v. ceases or threatens to cease carrying on all or a substantial part of its business.

Without limiting any other rights, Pinewood reserves the right, in its sole discretion and without liability, to suspend or restrict access to the Services (including blocking access or accounts) where Pinewood reasonably believes that:

i. Customer are in breach of this Agreement;

ii. continued access poses a security, compliance, or operational risk; or

iii. suspension is required to comply with applicable law or regulatory requirements.

Upon termination or expiry of this Agreement for any reason:

i. all licenses granted to Customer shall immediately terminate;

ii. Customer shall cease all use of the Services and Software; iii. all outstanding fees shall become immediately due and payable; and iv. Pinewood shall have no further obligation to provide the Services.

Termination shall be without prejudice to any rights or remedies accrued prior to termination or available at law or in equity. Clauses which by nature are intended to survive termination shall survive, including intellectual property, confidentiality, data protection, disclaimers, limitation of liability, and indemnities.

13. MODIFICATIONS AND INTERRUPTIONS

Pinewood reserves the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. We will not be liable to Customer or any third party for any modification, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without giving notice to Customer.

Customer agrees that we have no liability whatsoever for any loss, damage, or inconvenience caused by Customers inability to access or use the Services during any downtime or discontinuance of the Services. Pinewood shall use reasonable endeavours to perform scheduled maintenance outside of standard UK business hours and shall provide the Customer with reasonable prior notice where such maintenance is expected to cause significant downtime.

The availability of the Services and Pinewood’s liability for downtime are governed exclusively by the Service Level Agreement (SLA). Subject to the terms of the SLA, Pinewood shall have no liability for any losses or damages resulting from service interruptions, hardware failures, or scheduled maintenance.

Nothing in this Agreement will be construed to obligate Pinewood to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

14. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. Pinewood reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

15. FORCE MAJEURE

In the event where Pinewood is prevented from performing its obligations arising from this Agreement as a result of any act of God, riots, acts of war, acts of terrorism, crop diseases or defects, interruption of labor supply, fuel, power or water, casualty damage, government or regulatory action or inaction or any other cause beyond Pinewood reasonable control (the “Force Majeure Event”), this Agreement shall be suspended and Pinewood shall be relieved of its obligations as long as the Force Majeure Event shall exist.

16. DISCLAIMER

THE SERVICES, AND SOFTWARE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER USE OF THE SERVICES IS AT CUSTOMERS SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CONTRACTING ENTITY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, PINEWOOD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, ERROR-FREE, OR FREE FROM DEFECTS, OR THAT ANY CONTENT, DATA, OR OUTPUT WILL BE COMPLETE, RELIABLE, SECURE, OR NOT LOST, CORRUPTED, OR ALTERED.

NOTWITHSTANDING THE ABOVE DISCLAIMERS, PINEWOOD WILL PERFORM THE SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER, CONSISTENT WITH GENERALLY ACCEPTED INDUSTRY STANDARDS AND IN MATERIAL CONFORMANCE WITH THE SPECIFICATIONS EXPRESSLY SET OUT IN THIS AGREEMENT. THE FOREGOING WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY PINEWOOD AND IS IN LIEU OF ALL OTHER WARRANTIES.

17. LIMITATIONS OF LIABILITY

To the fullest extent permitted by applicable law, in no event shall Pinewood, its affiliates, suppliers, or their respective directors, officers, employees, or agents be liable to Customer or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, loss of revenue, loss of or damage to goodwill, loss or corruption of data, loss of sales, contracts or business, loss of prospective advantage, business interruption, or the cost of procurement of substitute products or services, arising out of or relating to this agreement or the use of or inability to use the services, whether based on contract, tort (including negligence), indemnity, product liability, or any other theory of liability, even if Pinewood has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy.

Notwithstanding anything to the contrary in this agreement, Pinewood’s total aggregate liability arising out of or in connection with this agreement shall in all cases be limited to the total amount of fees paid by Customer to Pinewood under this agreement during the twelve (12) month period immediately preceding the event, giving rise to the claim.

Nothing in this agreement shall exclude or limit liability for:

i. death or personal injury caused by negligence;

ii. fraud or fraudulent misrepresentation; or

iii. any liability which cannot be excluded or limited under applicable law.

The Customer acknowledges and agrees that the Services has third-party integrations, systems, platforms, and services are provided by independent third parties. Pinewood provides no warranty and acts solely as a facilitator of such integrations and shall have no liability for the availability, performance, security, or failure of any third-party services, or for any inability or refusal by a third party to integrate with or support the services. Any failure of a third party to maintain integration shall not constitute a breach of this Agreement by Pinewood.

Pinewood shall not be liable for any damages arising from AI-generated outputs, which are provided on an ‘as-is’ basis. The Customer acknowledges that AI outputs are probabilistic and should be verified by human oversight.

18. INDEMNIFICATION

The Customer shall indemnify and keep indemnified Pinewood, its Affiliates, and their respective directors, officers, and employees (the “Indemnified Parties”) against all losses, damages, liabilities, claims, and expenses (including reasonable legal and professional fees) incurred by the Indemnified Parties arising out of or in connection with:

(a) any breach of this Agreement by the Customer or its Authorised Users;

(b) the Customer’s violation of any applicable law or regulation;

(c) any claim by a third party that the Customer Content infringes the intellectual property or privacy rights of that third party; or

(d) any negligent or fraudulent act or omission by the Customer.

In the event of a claim under this Clause 18, Pinewood shall: (i) notify the Customer as soon as reasonably practicable; (ii) not make any admission of liability without the Customer’s prior written consent; and (iii) provide reasonable cooperation to the Customer (at the Customer’s expense) in the defence of such claim.

19. DATA PROTECTION AND OWNERSHIP

Pinewood may collect, store, and process data transmitted to or generated through the Services for the purposes of operating, maintaining, securing, and improving the Services, including data relating to Customer use of the Services. While Pinewood performs routine data backups in accordance with its internal practices, Customer remain solely responsible for all data it submits to the Services and for maintaining appropriate backups of such data. To the fullest extent permitted by applicable law, Pinewood shall have no liability for any loss, corruption, or unavailability of data, and Customer waive any right of action against Pinewood arising from any such loss or corruption.

Each Party shall comply with its respective obligations under Applicable Data Protection Laws, including but not limited to the UK GDPR, the EU GDPR (for Pinewood Technologies Northern Europe AB), and the Protection of Personal Information Act 2013 (POPIA) (for Pinewood AI South Africa (Pty) Ltd).

To the extent that Pinewood processes personal data on behalf of Customer, the Customer is the Data Controller and Pinewood is the Data Processor. Such processing is governed by the Pinewood Data Processing Agreement (“DPA”), which is hereby incorporated by reference. In the event of any conflict between this Agreement and the DPA regarding the processing of personal data, the DPA shall prevail.

As between the Parties, the Customer retains all right, title, and interest in and to all data, content, and information submitted to or generated through the Services by or on behalf of the Customer (“Customer Data”). The Customer grants Pinewood, a limited, non-exclusive licence to process Customer Data solely to provide, operate, maintain, and improve the Services in accordance with this Agreement and the DPA. Pinewood shall process personal data in accordance with the DPA and the Privacy Policy, as amended from time to time.

18.5 Pinewood may use anonymised, aggregated, and de-identified data derived from the Customer’s use of the Services for its own internal research, analytical, and product development purposes. Such data shall not constitute personal data.

20. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of:

(1) England and Wales, where the Pinewood entity is Pinewood Technologies PLC;

(2) Sweden, where the Pinewood entity is Pinewood Technologies Northern Europe AB;

(3) The Republic of South Africa, where the Pinewood entity is Pinewood AI South Africa (Pty) Ltd.

The parties irrevocably submit to the exclusive jurisdiction of the courts of the country identified above.

21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

The Customer agrees that Pinewood may provide notices, disclosures, and other communications relating to this Agreement electronically, including via email to the address specified in the Order Form or by posting within the Services. Such electronic communications shall satisfy any legal requirement that such communications be in writing.

Each Party agrees that this Agreement, and any Order Form or variation associated with it, may be executed by electronic signature. The Parties agree that electronic signatures shall have the same legal force and effect as a handwritten (“wet ink”) signature.

The Parties consent to the electronic delivery and retention of records, including invoices, order confirmations, and transaction logs. The Customer acknowledges that it has the necessary hardware and software to access and retain such electronic records.

22. MISCELLANEOUS

Pinewood may at its reasonable discretion, change or modify the terms and conditions, Order Form, or the Services by giving the Customer thirty (30) days’ notice of such changes, either by email or by notification on the website. If the Customer does not notify Pinewood in writing of its objection to the proposed changes within thirty (30) days of receiving such notice, the Customer shall be deemed to have accepted the changes. If the Customer objects within that period, the parties shall discuss in good faith to resolve the objection.

This Agreement constitutes the entire agreement between Pinewood and the Customer relating to the subject matter of this Agreement, and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

Other than for the express written terms of this Agreement, the Customer acknowledges and agrees that in entering into this Agreement it has not relied on any warranty, statement, or representation of Pinewood. Nothing in this clause shall affect any liability of Pinewood for fraudulent misrepresentation.

The Customer shall not be entitled to assign, transfer, sub-license, or sub-contract this Agreement or any licence, right or obligation under this Agreement without the prior written consent of Pinewood. The Customer acknowledges that it is contracting as principal and not as agent, and Pinewood shall not be obliged to accept any undisclosed principal.

Pinewood may sub-contract or appoint an agent for any or all of its rights and obligations under this Agreement.

Where English law applies, the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and a person who is not a party to this Agreement shall not have the right (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of this Agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this condition. In all other jurisdictions, no person who is not a party to this Agreement shall have any rights to enforce its terms.

Nothing in this Agreement shall create a partnership between Pinewood and the Customer.

No variation to this Agreement shall be valid unless agreed to in writing by an authorised representative of Pinewood. Nothing in this clause shall prejudice any rights of Pinewood under this Agreement to make unilateral variations (such as changes to Charges) to this Agreement.

Each of the terms of this Agreement is separate and severable. If any term is held to be void or invalid by any court of competent jurisdiction, it shall be severed from this Agreement, but the remaining terms shall continue in full force and effect.

No failure, delay or forbearance by Pinewood in enforcing any term of this Agreement or exercising any right or remedy under this Agreement shall operate as a waiver of such term, right or remedy.