Introduction and Acceptance

These Retailer Terms and Conditions (“Agreement”) govern the relationship between the retailer (“you” or “Retailer”) and Obtener Ltd (“Obtener,” “we,” or “us”) regarding your use of the Obtener platform (the “Platform”) to offer goods for sale and arrange delivery services to customers in New Zealand.

By registering for an account, accessing, or using the Platform, you agree to be bound by this Agreement and all applicable policies and guidelines referenced herein. If you do not agree to these terms, you may not use the Platform.

This Agreement is effective as of the date you accept these terms electronically or otherwise begin using the Platform. This Agreement is separate from any other agreements you may have with Obtener and supersedes any prior written or oral agreements related to your participation as a Retailer on the Platform.

Obtener reserves the right to amend or modify this Agreement from time to time. Continued use of the Platform following such changes constitutes your acceptance of the updated terms.

1. Definitions

• “Agreement” means these Retailer Terms and Conditions between you and Obtener Ltd.

• “Platform” means the mobile application, website, and associated technologies operated by Obtener Ltd through which Retailers offer goods and arrange deliveries to Customers.

• “Retailer” or “you” refers to the business, entity, or individual offering goods for sale on the Platform.

• “Customer” means the end-user who places an order for goods through the Platform. “Order” refers to a request initiated by a Customer for goods offered by a Retailer on the Platform.

• “Delivery Services” means the services provided by third-party drivers, arranged via the Platform, to transport goods from Retailers to Customers.

• “Obtener Ltd” or “Obtener” means the company registered in New Zealand that owns and operates the Platform.

• “Service Fee” means the amount charged by Obtener Ltd to the Retailer for access to the Platform and related services.

• “Content” means any logos, trademarks, product listings, item descriptions, photographs, pricing, inventory information, or other materials provided by the Retailer for use on the Platform.

2. Eligibility and Account Setup

Eligibility: To participate on the Platform, you must be a business or individual legally entitled to sell goods in New Zealand. You must be capable of entering into binding legal agreements and complying with applicable laws, including tax, consumer protection, and business licensing obligations.

Account Registration: You must create a Retailer account and provide accurate, complete, and up-to-date information, including business name, contact details, bank account information, and any required licenses or certifications. You agree to keep this information current and accurate at all times.

Approval Process: Obtener Ltd reserves the right to approve or reject any application to join the Platform, and to suspend or terminate access if the information provided is false, misleading, or incomplete.

Access Credentials: You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify Obtener Ltd immediately if you suspect any unauthorised access or use.

Technology Requirements: You must have access to a smartphone or computer with internet connectivity to manage Orders and receive notifications through the Platform.

3. Use of Platform

Retailer Access and Use: Obtener Ltd grants you a limited, non-exclusive, non-transferable license to access and use the Platform for the purpose of offering goods to Customers and facilitating delivery services.

Retailer Responsibilities: By participating on the Platform, you agree to:

• Ensure that all Content you provide, including product descriptions, images, pricing, and availability, is accurate, current, and compliant with applicable laws and regulations;

• Maintain sufficient inventory to fulfil Orders accepted through the Platform;

• Prepare Orders promptly and ensure that goods are packaged securely and appropriately for delivery;

• Refrain from offering any goods that are prohibited by law, restricted by Obtener’s platform policies, or otherwise unsuitable for sale and delivery;

• Comply with all applicable laws, including consumer protection laws, health and safety requirements, and product standards relevant to your goods;

• Treat Customers and drivers with professionalism and respect at all times;

• Use the Platform in good faith and not engage in conduct that could harm the reputation, functionality, or integrity of the Platform.

Obtener Ltd reserves the right to remove Content, restrict access, or terminate your participation on the Platform if you breach this Agreement or engage in conduct that could harm Customers, drivers, other Retailers, or the reputation of Obtener Ltd. Retailers must also comply with any additional platform policies, operational guidelines, or compliance notices issued by Obtener Ltd from time to time.

4. Orders and Fulfilment

Order Acceptance: Retailers are responsible for accepting or rejecting Orders made through the Platform in a timely manner. Once an Order is accepted, you agree to fulfil it promptly and in accordance with the details confirmed through the Platform.

Preparation and Packaging: You must prepare Orders with reasonable care and in a manner suitable for delivery. Goods must be packaged securely to prevent damage, leakage, or tampering during transit. You are responsible for ensuring that all Orders are ready for pickup by the estimated time shown on the Platform.

Availability of Goods: You must ensure that all goods listed on the Platform are available for sale and delivery. If an item becomes unavailable after an Order is accepted, you must immediately notify Obtener Ltd so that appropriate steps can be taken, including Customer notification and refund processing.

Retailer Errors: If a Customer receives the wrong item, missing goods, or damaged products due to Retailer error, you may be required to provide a replacement or refund at your expense, as reasonably determined by Obtener Ltd.

Compliance with Platform Processes: Retailers agree to follow any operational processes or system requirements provided by Obtener Ltd for order management, fulfilment, or coordination with drivers.

5. Delivery Options

Driver Pickup and Delivery: Unless otherwise agreed in writing, all Orders placed through the Platform will be delivered by independent drivers arranged by Obtener Ltd. Retailers are responsible for ensuring that Orders are ready for pickup at the designated time and location shown in the Platform.

Packaging Requirements: All Orders must be packaged securely to prevent damage, leakage, or tampering during delivery. Retailers must follow any packaging standards provided by Obtener Ltd. If packaging is inadequate and leads to a Customer complaint or failed delivery, the Retailer may be held responsible for associated costs or refunds.

Fulfilment of Platform Orders: Retailers may not use their own staff or third-party couriers to deliver Orders placed through the Platform, unless expressly authorised in writing by Obtener Ltd. This ensures a consistent delivery process and supports accurate tracking and customer support.

Cashless Operation: All deliveries conducted through the Platform must be cashless. Retailers may not request or accept direct payment from Customers for any part of an Order placed through the Platform.

6. Fees and Payment Terms

Service Fees: Retailers agree to pay Obtener Ltd a service fee for each completed Order placed through the Platform. The applicable service fee rate will be communicated to you in writing prior to onboarding or via a separate fee schedule. Service fees are calculated as a percentage of the total Order value, excluding GST. Obtener Ltd reserves the right to update service fee rates from time to time by providing reasonable written notice to the Retailer.

Payouts: Obtener Ltd will remit payment to Retailers for completed Orders, net of applicable service fees and any other authorised deductions. Payments will be made to the bank account provided by the Retailer and processed on a regular schedule as specified in writing by Obtener Ltd. Obtener Ltd may, from time to time, modify the service fee structure or payout schedule by providing reasonable prior written notice. Any such changes will apply prospectively and will not affect Orders already placed.

Adjustments and Withholding: Obtener Ltd reserves the right to withhold or deduct amounts from payouts in cases of:

• Order cancellations or refunds issued to Customers;

• Errors or omissions by the Retailer in fulfilling Orders;

• Suspected fraud or violation of this Agreement;

• Any amounts owed by the Retailer to Obtener Ltd under this Agreement.

Taxes: Retailers are solely responsible for determining and complying with their tax obligations, including the collection and remittance of GST or any other applicable taxes. Obtener Ltd will not collect or remit taxes on behalf of the Retailer unless expressly required by law or agreed in writing.

Receipts and Records: Obtener Ltd will provide transaction summaries and statements for each payout period. Retailers are responsible for maintaining their own financial and tax records in accordance with applicable law.

7. Cancellations and Refunds

Order Finality: All Orders placed through the Platform are considered final once con- firmed. Customers may not cancel an Order after it has been submitted through the Platform. This policy helps ensure fairness for Retailers and efficient operation of the delivery system.

Retailer Unavailability: If a Retailer is unable to fulfil an accepted Order due to un-availability of stock or other factors, they must notify Obtener Ltd immediately. Obtener Ltd may cancel the Order and issue a refund to the Customer. In such cases, the Retailer may be required to forfeit payment and may be held responsible for refunding the full value of the Order.

Retailer Error and Customer Complaints: If a Customer receives an incorrect, incomplete, or damaged Order due to a Retailer error, Obtener Ltd may issue a partial or full refund. The associated cost may be deducted from the Retailer’s next payout.

Refund Handling and Discretion: Refunds will be processed through the original payment method where possible. All refund determinations will be made by Obtener Ltd at its sole discretion. Service fees may be retained in cases where the Retailer is not at fault.

8. Marketing and Promotions

Retailer Visibility and Promotions: Obtener Ltd may, at its discretion, feature or promote certain Retailers, products, or categories on the Platform, including through homepage placement, search prioritisation, email campaigns, or social media. Participation in such promotions does not guarantee increased sales or visibility.

Retailer-Initiated Promotions: Retailers may request to run promotional pricing, discounts, or featured product campaigns through the Platform, subject to approval by Obtener Ltd. Retailers are responsible for the accuracy of any promotional content they provide and for covering any associated costs or discounts unless otherwise agreed in writing.

Use of Branding: By participating on the Platform, you grant Obtener Ltd a non-exclusive, royalty-free license to use your business name, logo, images, and product content solely for the purpose of promoting your business through the Platform and associated marketing channels.

Withdrawal from Marketing Activities: Retailers may request to opt out of specific promotional activities by providing written notice to Obtener Ltd. However, basic display of your business name, logo, and product listings on the Platform is considered essential to participation and may not be removed while your account remains active. Retailers may only opt out of optional marketing campaigns and discretionary promotions. Standard Platform listing, categorisation, and display remain essential for participation.

9. Data Privacy and Security

Use of Retailer Data: Obtener Ltd may collect, store, and process information related to Retailer activity on the Platform, including but not limited to Order history, product listings, pricing, performance metrics, and customer interactions. This data may be used to operate and improve the Platform, provide support, detect fraud, and inform marketing efforts. Retailer data will be handled in accordance with Obtener Ltd’s Privacy Policy, available at: https://www.obtener.app/privacy

Retailer Use of Customer Information: Retailers agree to use any Customer information received through the Platform (such as delivery details or contact information) solely for the purpose of fulfilling the relevant Order. Retailers must not use, store, or disclose Customer information for any other purpose. This obligation continues even after the Order is complete and after the Retailer’s participation on the Platform ends.

Data Security Obligations: Retailers must implement reasonable measures to protect Customer data against unauthorised access, use, loss, or disclosure. Any suspected data breach or misuse must be reported to Obtener Ltd immediately.

Compliance with Law: Retailers are responsible for complying with all applicable data protection and privacy laws, including but not limited to the New Zealand Privacy Act 2020.

10. Intellectual Property

Obtener Platform Ownership: All rights, title, and interest in and to the Platform, including its design, functionality, software, branding, and all related content (excluding Retailer Content), are and shall remain the exclusive property of Obtener Ltd or its licensors. Nothing in this Agreement shall be construed as granting any license or rights to the Platform except as expressly stated.

Retailer Content: Retailers retain ownership of their logos, product names, descriptions, pricing, images, and other content submitted to the Platform (“Retailer Content”). By providing such content, you grant Obtener Ltd a worldwide, royalty-free, non-exclusive license to use, reproduce, display, and distribute the Retailer Content through the Platform and in related marketing and promotional materials. Upon termination of this Agreement, Obtener Ltd will remove Retailer Content from the Platform within a reasonable period, unless otherwise required by law or regulatory obligation.

Content Standards and Accuracy: You are solely responsible for ensuring that your Retailer Content is accurate, lawful, and does not infringe the rights of any third party. Obtener Ltd reserves the right to edit, remove, or refuse to display any content that is inaccurate, misleading, inappropriate, or otherwise inconsistent with Platform standards.

Restrictions: Retailers may not use the Platform’s branding, interface design, or other proprietary elements outside of approved marketing uses without prior written consent from Obtener Ltd.

11. Confidentiality

Confidential Information: While using the Platform, Retailers may receive access to information that is not publicly known, including but not limited to business operations, customer data, pricing models, platform functionality, marketing strategies, and internal communications (“Confidential Information”).

Obligations of Confidentiality: Retailers agree to keep all Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of Obtener Ltd. Confidential Information may only be used for the purpose of participating in the Platform and fulfilling your obligations under this Agreement.

Exceptions: This obligation does not apply to information that:

• Was already known to the Retailer prior to disclosure by Obtener Ltd;

• Is or becomes publicly available through no breach of this Agreement;

• Is lawfully disclosed by a third party who is not under an obligation of confidentiality;

• Is required to be disclosed by law or regulatory authority, in which case the Retailer must notify Obtener Ltd in advance where legally permitted.

Survival: These confidentiality obligations shall survive the termination of this Agreement.

12. Term and Termination

Term: This Agreement remains in effect from the date you first access or use the Platform and continues until terminated by either party in accordance with this section.

Termination by Either Party: Either party may terminate this Agreement at any time by providing written notice to the other. Retailers may stop using the Platform at any time. Obtener Ltd may suspend or terminate your access to the Platform, in whole or in part, if we reasonably believe that you have violated this Agreement or engaged in conduct that could harm Customers, drivers, other Retailers, or the reputation of the Platform.

Immediate Termination: Obtener Ltd may immediately suspend or terminate your participation without notice if:

• You commit a serious or repeated breach of this Agreement;

• You engage in fraudulent, illegal, or unsafe behaviuor;

• You provide false or misleading information;

• Continued participation creates a risk to the operation or reputation of the Platform.

Effect of Termination: Upon termination, your access to the Platform will be revoked, and you will no longer receive Orders. Outstanding fees and obligations under this Agreement will survive termination. Confidentiality, intellectual property rights, and any clauses which by nature are intended to survive will remain in effect.

13. Dispute Resolution

Informal Resolution: In the event of a dispute, claim, or disagreement arising out of or relating to this Agreement or the use of the Platform, both parties agree to first attempt to resolve the issue in good faith through informal discussion.

Arbitration: If the matter cannot be resolved informally within thirty (30) days, the dispute shall be submitted to confidential and binding arbitration in accordance with the Arbitration Act 1996 (New Zealand). Arbitration shall be conducted in Auckland, New Zealand, by a single arbitrator agreed to by both parties, or failing agreement, appointed by the New Zealand Dispute Resolution Centre.

Class Action Waiver: To the fullest extent permitted by law, both parties waive any right to bring or participate in a class action or representative proceeding related to any dispute.

Equitable Relief: Nothing in this section prevents either party from seeking urgent injunctive or equitable relief through a court of competent jurisdiction where necessary to prevent immediate and irreparable harm.

14. Limitation of Liability

To the fullest extent permitted by law, Obtener Ltd, its affiliates, directors, officers, employees, and agents shall not be liable to you for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, loss of business, goodwill, or data, arising out of or in connection with your use of the Platform, even if we have been advised of the possibility of such damages.

Our total cumulative liability to you for any and all claims arising under or related to this Agreement shall not exceed the greater of:

• Five hundred New Zealand dollars (NZD 500); or

• The total amount paid to you by Obtener Ltd in connection with Orders fulfilled through the Platform in the six (6) months preceding the event giving rise to the claim.

15. Indemnification

You agree to indemnify, defend, and hold harmless Obtener Ltd and its affiliates, directors, officers, employees, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including legal fees) arising out of or related to:

• Your breach of this Agreement;

• Your violation of any law or the rights of a third party;

• Any goods you offer, sell, or deliver through the Platform, including claims related to product safety, quality, labelling, or misrepresentation;

• Your use or misuse of Customer information or the Platform itself.

Obtener Ltd reserves the right to assume the exclusive defence and control of any matter

subject to indemnification by you, and you agree to cooperate with such defence.

16. Miscellaneous Provisions

Entire Agreement: This Agreement constitutes the entire agreement between you and Obtener Ltd with respect to your use of the Platform and supersedes all prior or contemporaneous agreements, communications, and understandings.

Severability: If any provision of this Agreement is found to be invalid or unenforceable, that provision will be severed and the remaining provisions will remain in full force and effect.

Waiver: The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision unless made in writing.

Assignment: You may not assign or transfer your rights or obligations under this Agreement without prior written consent from Obtener Ltd. We may assign this Agreement at any time without restriction.

Governing Law and Jurisdiction: This Agreement is governed by the laws of New Zealand. Any disputes not subject to arbitration shall be resolved in the courts of New Zealand, unless otherwise required by law.