End User License Agreement

Retail IQ Software v3.8

RETAIL IQ LIMITED

FlexQuery and vIQing Suite

FlexQuery® is a registered trademark of Retail IQ Limited and may not be used without express written permission.

Last revised August 2026

Document identifier: EULA v3.8-I (installed with the Software)

Covered products:

FlexQuery® 360 Core/Pro/Go/Express
FlexQuery® Designer/Professional/Viewer/Viewer+
FlexQuery® Data Moving Agent (DMA)
FlexQuery® IntelliScan
FlexEcute
vIQing for Windcave/Payment Express/Tender Retail/Moneris/Global Payments/Adyen

This End User License Agreement ('Agreement') constitutes a legally binding agreement between you or the business and/or entity which you represent ('you' or 'your') and Retail IQ Limited, the developer of the FlexQuery® suite of products, vIQing and FlexEcute ('RETAIL IQ'), with offices located at 16A Clare Street, Cambridge, New Zealand. It establishes the terms and conditions that apply to your use of the Software (as defined below). Your purchasing, installing, copying, or otherwise using the Software, is an acknowledgement that you have read this Agreement, and you agree to be bound by its terms and conditions. If you are representing a business and/or entity, you acknowledge that you have the legal authority to bind the business and/or entity you are representing to all the terms and conditions of this Agreement.

RELATIONSHIP TO A MASTER AGREEMENT. This EULA operates in one of two ways, depending on your arrangement with Retail IQ Limited. If you have signed a 'Doing Business with Retail IQ' Master Body and Addendum with Retail IQ Limited, that signed agreement governs your overall commercial relationship and this EULA is incorporated into it by reference (see Section 13 of the Master Body); in that case the Master Body controls on the matters reserved to it (including limitation of liability, indemnification, dispute resolution, and governing law), and this EULA controls on the scope of the licence grant, the licence restrictions, and ownership of intellectual property in the Software. If no such signed agreement exists between you and Retail IQ Limited — for example, because you obtained the Software through one of Retail IQ's authorised partners — this EULA stands in full as the entire agreement between you and Retail IQ Limited regarding the Software, and every provision of it applies to you directly, including the dispute-resolution and governing-law provisions in Sections 13 and 14.

Definition of Software
'Software' means all computer programs provided to you by RETAIL IQ, any maintenance releases, or updates thereto (as defined in Section 7 below) and the applicable Documentation. Software will be provided in object code form only. 'Documentation' means any user guides, manuals, technical or functional specifications and other similar materials provided to you by RETAIL IQ on any media for use with the Software. Some Software provided to you by RETAIL IQ may be accompanied by, and will be subject to, additional terms and conditions.
License Grant
You are granted a limited, non-exclusive, non-transferable license to use the Software for your internal business purposes only. The specific number of licenses which you are granted is set forth in a RETAIL IQ Invoice or, if purchased through one of our resellers, their Invoice, and is recorded in RETAIL IQ's licence register, maintained on the My RetailIQ platform. You may use the Software only in accordance with your recorded entitlement. If the number of licenses or terms shown on a reseller invoice differs from RETAIL IQ's licence register, the licence register takes precedence. You may view your entitlement record at any time through the My RetailIQ portal or request an entitlement statement from RETAIL IQ at help@retailiq.nz, which RETAIL IQ will provide within ten (10) business days; if you believe the register does not reflect what you purchased, notify RETAIL IQ and your reseller and RETAIL IQ will investigate and correct any error in good faith.
Restrictions
The licence we grant you is for your own benefit only.

(a)     You may use the Software to manage, analyse, report on, integrate, or otherwise process any data you are authorised to work with — whether that data is yours, your customers', your suppliers', or any other source you have lawful access to — and you may share the output of the Software with anyone you choose, for any purpose, as part of your normal business activity, where that activity is conducted for your own benefit. The licence does not permit you to use the Software to deliver work whose primary beneficiary is a third party. This includes (but is not limited to) producing reports, dashboards, integrations, data imports, stocktakes, or other outputs that exist for a third party's use rather than your own; operating the Software against a third party's systems on their behalf; or using the Software as a tool in any service offering you provide to a third party. This restriction applies whether or not you charge for the work, whether or not the third party is a customer of yours, whether or not the data being processed belongs to you, them, or a fourth party, and whether the work is one-off or ongoing. If you wish to use the Software to deliver work that benefits a third party, that third party must hold their own licence covering the relevant work, or you must purchase a separate commercial-use licence from us; the terms of that commercial-use licence will be agreed separately.

(b)     You may not re-license, sublicense, rent, or lease the Software, except where you are an authorised dealer or reseller acting in the ordinary course of dealer activity.

(c)      You may not install or use the Software on more devices, sites, or business locations than your licence covers.

(d)     You may not reverse engineer, decompile, or disassemble the Software, except to the extent that applicable law permits this and you have first notified us in writing of your intended activities and given us a reasonable opportunity to provide the information you need.

(e)     You may not remove, alter, or obscure any copyright, trademark, or other proprietary notice on the Software.

Sub-clause (a) does not prevent authorised dealers or resellers from selling, installing, or configuring the Software for end customers in the ordinary course of dealer activity, where the dealer's involvement ends with the Software being deployed and operational against the end customer's own licensed environment. It does not prevent you from sharing output of the Software with third parties as part of your normal business — for example, providing reports to your accountant, lender, landlord, regulator, or business advisor.
Ownership of Software
All RETAIL IQ Software is licensed and not sold. RETAIL IQ is the sole and exclusive owner of and retains all right, title, and interest in and to the Software and any derivative works thereof. No license or right is hereby granted by implication. This license is non-transferable and is not sub-licensable. The Software is protected by copyright laws.
No Assignment Without Consent
You may not distribute, license, sell, transfer, or assign the Software to others in any manner without the prior written consent of RETAIL IQ. RETAIL IQ may grant or withhold this consent in its sole discretion and subject to any conditions it deems appropriate.
Subscriptions
Where RETAIL IQ licenses the Software on a subscription basis, the minimum subscription lasts for a 12-month period from the date of purchase. You will be eligible to use the Software in accordance with the restrictions (as defined in Section 3 above) and to receive all major and minor updates for the Software during this 12-month period. On expiry of each 12-month period, the subscription renews for a further 12-month period in accordance with the renewal terms of your ordering arrangement: where you have signed a Doing Business with Retail IQ agreement, the Addendum to that agreement governs renewal (under which subscriptions renew automatically unless you give notice of non-renewal); where you purchased through an authorised reseller, your reseller's ordering terms govern renewal. On renewal you continue to use the Software and receive major and minor updates of the Software from RETAIL IQ. The Software will only operate while the subscription is current.
Software Assurance
Where RETAIL IQ has licensed the Software on a single, up-front, payment basis RETAIL IQ will provide you with enhancements, program temporary fixes or patches, if any, to the Software ('Updates') if you have paid the required annual Software Assurance fees. The amount of the annual Software Assurance fee, and any change to it, is governed by Section 2.9 of the Doing Business with Retail IQ agreement (where you have entered into one); the rules on rate changes, notice periods, and reinstatement after lapse in the Doing Business agreement and the applicable Addendum prevail over this Section 7. Further details about the Software Assurance and other support programs are available from RETAIL IQ or RETAIL IQ's authorized resellers or business partners. Updates are minor modifications made generally available by RETAIL IQ designed to make the Software more efficient, easier to operate, remedy defects, or which in some cases enable the Software to perform new functions. The addition of major functions or significant new features to the Software is not an Update. RETAIL IQ in its sole discretion determines what constitutes an Update.
Installation, Training and Support
Installation, training, and support services for the Software are not included with this Agreement. These services are provided by RETAIL IQ or RETAIL IQ's authorized resellers or business partners under a separate agreement for a separate fee. To receive support services your subscription and/or Software Assurance must be current.
Termination of this Agreement
You may terminate this Agreement at any time by uninstalling all copies of the Software from any computer or device and returning all copies of the Software to RETAIL IQ; provided, however, that RETAIL IQ shall have no obligation to refund or credit back to you any sums previously paid under this Agreement. RETAIL IQ may immediately terminate this Agreement if you materially breach any of the terms hereunder. Upon the termination of this Agreement for any reason, you shall cease use of the Software, and if so requested, promptly return to RETAIL IQ, or certify destruction of, all full or partial copies of the Software.
Confidentiality
You acknowledge that the Software contains valuable trade secrets and confidential information of RETAIL IQ. You agree to hold and maintain the Software in confidence, and not to furnish any other person with a copy of the Software. You agree to use a reasonable degree of care to protect the confidentiality of the Software. You further agree not to disclose the contents of the Software to any third person. You will not remove or alter any proprietary notices of RETAIL IQ that are on or in the Software. Your obligations under this paragraph continue even after this Agreement has been terminated. Without limiting the generality of the foregoing, you further agree not to publish or otherwise publicly distribute the results of any benchmark tests run or related to the Software that are made available to you by RETAIL IQ, its distributors, or resellers.
Disclaimer of Warranties
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT. RETAIL IQ DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. No oral or written information or advice given by RETAIL IQ, or its employees shall create a warranty or in any way increase the scope of this warranty. RETAIL IQ does not warrant that operation of the Software will be uninterrupted or error free or that the functions contained in the Software will meet your requirements.

The agents, employees, distributors, resellers, and dealers of RETAIL IQ are not authorized to make modifications to the disclaimer of warranties set forth in this Section 11 or to make any additional warranties binding on RETAIL IQ. Accordingly, any statements such as dealer advertising or presentations, whether written or oral, do not constitute a warranty by RETAIL IQ and should not be relied upon as a warranty of RETAIL IQ.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT THE FEES THAT RETAIL IQ IS CHARGING YOU FOR THIS LICENSE DO NOT INCLUDE ANY CONSIDERATION FOR RETAIL IQ'S ASSUMPTION OF THE RISK OF ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES AND THE LIKE WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE SOFTWARE. ACCORDINGLY, YOU AGREE THAT, IN NO EVENT SHALL RETAIL IQ OR ITS AGENTS, DEALERS, DISTRIBUTORS, RESELLERS, LICENSORS OR SUPPLIERS BE RESPONSIBLE TO YOU OR ANY OTHER PARTY FOR ANY LOST PROFITS, LOST SAVINGS OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF RETAIL IQ OR ONE OF ITS AGENTS, DEALERS, DISTRIBUTORS, RESELLERS, LICENSORS OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OF ANY CLAIM BY ANY OTHER PARTY.

EXCEPT AS FURTHER LIMITED BY THE FOREGOING PARAGRAPHS OF THIS SECTION AND EXCEPT TO THE EXTENT CAUSED BY RETAIL IQ'S GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR FRAUD, OR ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, RETAIL IQ'S LIABILITY TO YOU UNDER THIS AGREEMENT AND ANY PART OF IT AND ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF (A) THE TOTAL LICENSE FEES YOU PAID TO RETAIL IQ UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD $10,000. RETAIL IQ'S LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL OF RETAIL IQ'S EXPENDITURES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. YOU AGREE THAT THE FOREGOING LIMITATION IS THE FULL EXTENT OF RETAIL IQ'S LIABILITY UNDER THIS AGREEMENT AND WILL NOT SEEK RECOVERY FROM RETAIL IQ FOR ANY AMOUNT IN EXCESS OF THE LIMITATION, EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. YOU ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS PARAGRAPH ARE INTEGRAL TO THE AMOUNT OF THE LICENSE FEES RETAIL IQ IS CHARGING YOU AND THAT WERE RETAIL IQ TO ASSUME ANY LIABILITY IN ADDITION TO THE LIMITED LIABILITY SET FORTH IN THIS AGREEMENT, THE LICENSE FEES WOULD OF NECESSITY BE SUBSTANTIALLY HIGHER. THE PARTIES INTEND THE LIMITATIONS IN THIS SECTION TO APPLY EVEN IF ANY EXCLUSIVE OR LIMITED REMEDY IS HELD TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Miscellaneous
This Agreement shall be construed in accordance with the substantive law that tracks your principal place of business: (i) United States — the law of the state of your principal place of business; (ii) Canada — the law of the province or territory of your principal place of business; (iii) New Zealand, Australia, or elsewhere — the law of New Zealand. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Nothing in this Agreement excludes or limits liability for gross negligence, wilful misconduct, or fraud in any jurisdiction where such exclusion or limitation is not permitted by law. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. You may not assign this Agreement or your rights hereunder without RETAIL IQ's prior written consent. Any purported assignment will be null and void. No change, modification, addendum, supplement, or amendment to any provision of this Agreement shall be valid unless executed in writing by an authorized representative of each party. This applies to each provision of this Agreement. For this purpose, you are advised that only a corporate officer of RETAIL IQ is an authorized representative of RETAIL IQ for purposes of making any change, modification, addendum, supplement, or amendment to this Agreement. You acknowledge and understand that RETAIL IQ's licensors are third party beneficiaries of this Agreement.
Dispute Resolution
The parties will first attempt to resolve any dispute through good faith negotiations. If negotiation fails, the dispute will be submitted to mediation conducted virtually by video conference. The administering institution depends on your principal place of business: (i) United States — American Arbitration Association (AAA) Commercial Mediation Rules; (ii) Canada — ADR Institute of Canada (ADRIC) National Mediation Rules; (iii) New Zealand, Australia, or elsewhere — Resolution Institute (www.resolution.institute) mediation rules. Costs of the mediator are shared equally unless the mediator directs otherwise. If mediation fails or is formally abandoned, the dispute shall be finally resolved by binding arbitration before a single arbitrator, conducted virtually, with the administering institution, seat, and substantive law tracking the same tier: US clients — AAA Commercial Arbitration Rules, seat in your principal place of business, governed by the Federal Arbitration Act and the substantive law of the state of your principal place of business; Canadian clients — ADRIC Arbitration Rules, seat in the capital city of your province or territory, substantive law of that province or territory; NZ/AU/other clients — Resolution Institute Arbitration Rules, seat in Auckland, New Zealand, substantive law of New Zealand. The arbitral award shall be final and binding and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, either party may pursue a claim of USD $25,000 or less (or the small-claims monetary limit of the relevant court, whichever is lower) in any court of competent jurisdiction where the defendant is located under the substantive law of the defendant's principal place of business, and either party may seek urgent injunctive or interim relief from any court of competent jurisdiction where delay would cause irreparable harm. Multiple claims by the same party arising from related facts shall be aggregated for the purposes of the small-claims threshold; the threshold cannot be evaded by splitting a single dispute into smaller claims. For the avoidance of doubt, this carve-out applies equally to claims brought by RETAIL IQ for unpaid fees, which may be pursued in any court of competent jurisdiction in your principal place of business if they fall below the threshold. Nothing in this Agreement excludes or limits liability for gross negligence, wilful misconduct, or fraud, in any jurisdiction where such exclusion or limitation is not permitted by law. Where the party has also executed a Doing Business with Retail IQ agreement, the dispute resolution terms of that agreement shall apply in place of this clause.
Export Restrictions
You will not use the Software in violation of any applicable export laws or sanctions.
Audit Rights
RETAIL IQ, or an independent auditor appointed by RETAIL IQ, may audit your use of the licence granted in this Agreement upon fifteen (15) days advance written notice. Audits will be conducted at your premises during business hours, no more than once per calendar year (except where a previous audit has revealed a violation, in which case a follow-up audit may be conducted within twelve months), limited to records reasonably necessary to verify licence compliance, and subject to the auditor's execution of a non-disclosure agreement protecting your confidential information. You may dispute audit findings within 30 calendar days of receipt; disputed findings are subject to the dispute resolution provisions of this Agreement. If the audit identifies a violation, you will be responsible for the reasonable costs of the audit and any other remedy available under this Agreement or by law. If no violation is identified, RETAIL IQ bears the cost of the audit.
Entire Agreement
You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. Where you have also signed a Doing Business with Retail IQ Master Body and Addendum, that signed agreement together with this EULA constitutes the entire agreement between you and Retail IQ Limited on its subject matter. Where you have not signed such an agreement, this EULA alone is the complete and exclusive statement of the agreement between Retail IQ and you on your use of the Software and supersedes any proposal or prior agreements or representations, oral or written, and any other communications between Retail IQ and you relating to the subject matter of this agreement. In either case, the foregoing applies notwithstanding the terms and conditions of any purchase order or other ordering document issued by you in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement.

Glossary

EULA: End User License Agreement.
Software Assurance: Annual maintenance and update program for perpetual licenses.
Legacy Licenses: Perpetual software licenses purchased before January 1, 2016.
Off Hours: Outside standard business hours (9am–5pm weekdays).
Subscription License: Software license requiring ongoing monthly/annual payments.
Trial License: 30-day evaluation license at no cost.
Software: The software products we license to you, including FlexQuery, vIQing, IntelliScan, FlexEcute, and FlexQuery DMA, together with any updates, patches, or new versions of those products that we make available to you.
Documentation: User guides, release notes, and technical specifications that we make available to you for the Software, whether in printed or electronic form.
Services: All work we do for you under this agreement, including remote support, on-site work, configuration, deployment, training, hardware procurement, and software licensing.
Principal place of business: For an entity, the address recorded in the relevant company-registry filing as the principal office or registered office. For a sole trader or natural person, the address from which the bulk of trading activity is conducted. Used in the dispute-resolution clauses to determine which country's and state's or province's law applies.

Acceptance

Your installation, copying, or use of the Software constitutes your acceptance of this EULA. Where you have signed a Doing Business with Retail IQ Master Body, your execution of that agreement is also an acceptance of this EULA as Appendix A. No physical signature is required to bring this EULA into effect.