B2B Terms of Service

These Terms apply only where the customer acquires PartHook in trade for business purposes. PartHook is not offered for personal, domestic, or household use.

These B2B Terms of Service (“Terms”) are between the person or entity identified as the provider on the applicable order form, invoice, or account-approval communication (“PartHook”, “we”, “us”) and the business that creates, receives, or uses an authorised PartHook account (“Customer”, “you”). By creating an account, accepting an order, paying an invoice, or using the Service, you agree to these Terms. If you use the Service for a business, you confirm that you have authority to bind that business.

1. The Service

PartHook is a software-as-a-service platform that may collect vehicle-parts requests, process vehicle identifiers, interpret part descriptions, compare requests with inventory, estimate prices, and send alerts or other workflow information (“Service”). Features, limits, supported makes, data sources, and automation methods may change as the Service develops.

Any proposal, quote, order form, invoice, plan description, or written account approval issued by us for the Service is an “Order”. If an Order conflicts with these Terms, the Order prevails only for that conflict.

2. Accounts and authorised users

• You must provide accurate account information and keep it current.
• You are responsible for your authorised users, account activity, passwords, devices, and access controls.
• You must notify us promptly if you suspect unauthorised access or a security incident involving the Service.
• You must not share access outside your organisation unless we approve it in writing.

3. Customer responsibilities

You remain responsible for every commercial decision and transaction made using the Service. In particular, you must independently verify:

• vehicle, VIN/chassis, OEM/PNC, fitment, side, specification, condition, and interchange compatibility;
• inventory availability, ownership, description, location, and saleability;
• prices, freight, tax, warranties, and all information supplied to a buyer; and
• your right to access source systems and to quote, advertise, sell, or otherwise deal with each part.

You must maintain appropriate records and comply with all laws, marketplace rules, contracts, and industry obligations that apply to your business.

4. Automated results and price estimates

The Service uses rules, catalogue data, automated matching, and artificial-intelligence-assisted interpretation. Results may be incomplete, delayed, duplicated, unavailable, or wrong. A match is a lead for review, not a representation or guarantee that a part fits, is available, is genuine, or may lawfully be sold.

New or used price figures are estimates only. They are not dealer quotes, valuations, offers, or professional advice. You must confirm all pricing and compatibility before quoting or completing a sale. You must not represent an automated result as verified unless you have independently verified it.

5. Acceptable use

You must not, and must not allow anyone to:

• use the Service unlawfully, fraudulently, deceptively, or to infringe another person’s rights;
• introduce malware, overload the Service, bypass security or usage controls, probe vulnerabilities, or interfere with another customer;
• reverse engineer, copy, resell, sublicense, scrape, or build a competing dataset or service from the Service except where an Order expressly permits it;
• upload information you are not entitled to use, or highly sensitive personal information not reasonably required for the Service; or
• use outputs to make solely automated decisions that have legal or similarly significant effects on individuals.

6. Third-party services and data

The Service may depend on third-party catalogues, marketplaces, hosting, authentication, messaging, notification, browser, AI, and communications services. Those services are outside our control and may change, restrict access, contain errors, or become unavailable. Your use of a third-party service remains subject to its own terms. PartHook is independent of third-party vehicle manufacturers, marketplaces, and data providers unless an Order expressly says otherwise.

7. Fees, taxes, and payment

Fees, billing frequency, included usage, and subscription term are stated in the applicable Order. Unless stated otherwise, fees are in New Zealand dollars, exclude GST, and are non-refundable except where required by law. You must pay valid invoices by their due date and reimburse reasonable recovery costs for overdue amounts. We may suspend paid features after giving reasonable notice of overdue payment.

We may change fees for a future renewal period by giving at least 30 days’ notice. Continued use after the change takes effect constitutes acceptance of the new fees.

8. Customer data and privacy

“Customer Data” means information submitted to or generated for your account, including inventory, vehicle identifiers, requests, actions, user details, and notification registrations. As between the parties, you retain ownership of Customer Data. You grant us a non-exclusive licence to host, copy, process, transmit, analyse, and display Customer Data only as reasonably necessary to provide, secure, maintain, support, and improve the Service, comply with law, and enforce these Terms.

You are responsible for having a lawful basis and providing any required notices for personal information you supply. Each party must comply with the New Zealand Privacy Act 2020 as it applies to that party. We may use reputable subprocessors and may process or store data outside New Zealand, subject to reasonable contractual and technical safeguards. We may create and use aggregated or de-identified information that does not identify you or any individual.

No system is completely secure. You must keep your own source records and backups appropriate to your business. We will take reasonable measures to protect Customer Data but do not promise that the Service will never experience loss, delay, or unauthorised access.

9. Confidentiality

Each party must protect the other party’s non-public business, technical, and commercial information using reasonable care and may use it only to perform or receive the Service. This obligation does not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received from another source. A party may disclose information where legally required after giving notice when lawful and practicable.

10. Intellectual property

We and our licensors own the Service, software, workflows, interfaces, documentation, branding, and all related intellectual property. Subject to these Terms and any Order, we grant you a limited, non-exclusive, non-transferable, revocable right for authorised users to access the Service for your internal business operations during the subscription term. No other rights are granted.

If you provide feedback, you allow us to use it without restriction or payment, provided we do not identify you publicly without permission.

11. Availability, support, and changes

We aim to provide a reliable Service but do not guarantee uninterrupted availability, any response time, or any service level unless an Order expressly includes an SLA. Maintenance, faults, third-party outages, security events, usage limits, internet failure, and events outside our reasonable control may interrupt the Service. We may modify or discontinue features where reasonably necessary, including for security, legal, technical, or commercial reasons.

12. Warranties and statutory contracting out

To the maximum extent permitted by law, the Service is provided “as is” and “as available”. We exclude all implied warranties, representations, conditions, and guarantees, including accuracy, fitness for purpose, merchantability, non-infringement, availability, and that any match, notification, interpretation, or estimate will produce a sale or other result.

The parties agree that the Service is supplied and acquired in trade, each party is in trade, and it is fair and reasonable that they contract out of the Consumer Guarantees Act 1993 under section 43 and sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986 under section 5D, to the maximum extent legally permitted. Nothing in these Terms excludes liability that cannot lawfully be excluded.

13. Liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, consequential, special, exemplary, or punitive loss, or for lost profit, revenue, opportunity, anticipated savings, goodwill, business, or data.

Our total aggregate liability arising from the Service, these Terms, and all Orders is limited to the fees paid or payable by you for the Service during the three months immediately before the event giving rise to liability. If no fees were paid, our total aggregate liability is limited to NZD $500.

The exclusions and cap do not apply to fraud or wilful misconduct, your payment obligations, your infringement or misuse of our intellectual property, or liability that cannot lawfully be limited. Each party must take reasonable steps to mitigate its loss.

14. Indemnity

You indemnify us against third-party claims, losses, and reasonable costs arising from your Customer Data, your inventory or parts transactions, your breach of sections 3 or 5, or your unlawful or misleading use of a Service result, except to the extent caused by our breach of these Terms, negligence, or wilful misconduct.

15. Suspension and termination

We may suspend access where reasonably necessary to address security risk, unlawful use, material breach, overdue fees, harm to the Service or another person, or a third-party restriction. Where practicable, we will give notice and an opportunity to remedy the issue.

Either party may terminate for a material breach not remedied within 10 business days after written notice, or immediately if the other party becomes insolvent or the breach cannot reasonably be remedied. Ordinary cancellation and renewal rights are stated in the Order. On termination, your right to use the Service ends and all outstanding fees become due.

You should export any data you require before termination. Subject to legal, security, backup, and legitimate business retention requirements, we may delete Customer Data after account closure. Sections intended to survive termination, including confidentiality, intellectual property, disclaimers, liability, indemnity, payment, and general terms, continue to apply.

16. Changes to these Terms

We may update these Terms. We will give reasonable notice of a material change through the Service, email, an Order, or another business contact method. A material change will apply from the stated effective date. If you do not agree, you must stop using the Service and exercise any cancellation right available under your Order before that date.

17. Notices

Notices may be sent to the business contact details in the relevant account, Order, invoice, or account-approval communication. Operational messages, alerts, and ordinary support communications are not formal legal notices. You must keep your contact details current.

18. Disputes and governing law

Before starting court proceedings, each party must give written notice of the dispute and senior representatives must try in good faith to resolve it for at least 10 business days. Urgent interim relief and debt recovery are excluded from this requirement.

These Terms and each Order are governed by New Zealand law. The New Zealand courts have exclusive jurisdiction.

19. General

Neither party is liable for delay caused by events beyond its reasonable control. You may not assign these Terms without our prior written consent, not to be unreasonably withheld. We may assign them as part of a sale, restructure, or transfer of the Service. Neither party creates a partnership, agency, employment, or fiduciary relationship. If a provision is unenforceable, it is modified to the minimum extent necessary or severed, and the remainder continues. A waiver must be in writing. These Terms and all Orders form the entire agreement about the Service and supersede earlier discussions on that subject. Electronic acceptance and counterparts are effective.