﻿REX LICENCE AGREEMENT AND TERMS OF SALE

Version 1.5 — 14 October 2026

Changes since version 1.4: REX Paperworks and REX Visio2DXF are licensed to one named user
and are no longer tied to a computer (clauses 2.2 to 2.5), and the key is emailed when you
buy.

These terms are between you and Energy Conscious Design Limited, trading as REX Office
Software ("ECD", "we", "us"), Auckland, New Zealand, the maker of the REX software range:
REX Accounts, REX Paperworks and REX Visio2DXF (together "REX" or "the software"). By
ticking "I accept" on the activation screen, by installing, activating or using REX, or by
buying a licence key, you agree to these terms. The software records the version of these
terms you accepted and the date. If you are accepting on behalf of a company or other
organisation, you confirm you are allowed to do so.

1. What you are buying

1.1 You are buying a licence to use the software, not the software itself. ECD owns REX
and licenses it to you under these terms.

1.2 The licence is a one-off purchase. There is no subscription and no recurring fee.

1.3 The current products, their functions and system requirements are described on each
product's page at rexofficesoftware.com. Those pages, together with the manual, describe
what the software does. Nothing else, including anything a salesperson or support reply
says, adds to that description unless we confirm it in writing.

2. Your licence: who may use the software

2.1 REX Accounts: a company-name licence. The licence is issued to one named business,
company or sole trader (the "licence holder"). The licence key carries that name, and it
appears in the software and on the documents it produces. The name cannot be changed
inside the software. The licence holder may install and use REX Accounts on any number of
computers that it owns or controls and that are used in its own business, whether running
Windows or macOS, using the same key.

2.2 REX Paperworks and REX Visio2DXF: a one-user licence. Each licence is issued to one
named individual (the "licensed user"). The licence key carries the licensed user's name.
The licensed user may install and use the software on the computers that they use
themselves (for example an office PC and a laptop, running Windows or macOS), but the
software may be used only by that person. A second person needs their own licence, so a
business needs a separate copy for each user. The software shows the licensed user's name,
and the company if the user entered one, at the bottom of its window and on its About
page. You must enter your own name and must not enter another person's name. There is no
free trial and there are no subscriptions for these two products.

2.3 Getting your key for REX Paperworks or REX Visio2DXF. After you buy, we email the key
to the address you bought with. It is made for the name you gave at checkout; if you want
a different licensed name, tell us before you activate. You enter that name and the key
once, in the software. The company name you may also enter is for display only and does
not affect the key. How we handle these details is set out in the Privacy Statement.

2.4 A new computer, or a new user. You can install the software on a new computer of your
own and enter the same name and key; nothing needs our approval. If the licensed user of
REX Paperworks or REX Visio2DXF leaves a business, the business may ask us to reissue the
key to a replacement user, on the basis that the previous user stops using the software.

2.5 No sharing. A REX Accounts licence must not be used by any other business, including a
related company, a client, a franchisee or a company you also own, unless that business
holds its own licence; each separate legal entity needs its own licence. A REX Paperworks
or REX Visio2DXF licence must not be used by anyone other than the licensed user, and each
separate user needs their own licence.

2.6 You may not sell, rent, lend, sublicense or transfer a licence or key to anyone else.

2.7 Licence keys are checked on your computer without an internet connection. We may
refuse, cancel or lock a key that we reasonably believe has been shared, published, resold
or obtained by fraud or a reversed payment.

3. Free trial (REX Accounts only)

3.1 REX Accounts can be used free for 60 days with a trial key. You request the key on our
website by giving your name, your company or trading name and an email address; the key is
issued to that company name and emailed to you. One trial per company name and per email
address. The trial key runs for 60 days from the day it is issued.

3.2 At the end of the trial the program locks until a licence key is entered. Your data is
kept and is available again once a key is entered, but we recommend you back it up before
the trial ends.

3.3 Documents produced during the trial carry a "REX Accounts trial version" watermark.
You must not remove or hide the watermark or use trial output as if it came from a
licensed copy.

3.4 The trial is provided so you can decide whether the software suits you before buying.
Everything in these terms about warranty and liability applies to the trial as well.

3.5 REX Paperworks and REX Visio2DXF have no free trial. Their manuals describe what they
do, and the refund policy in clause 6 applies if a product does not do what its product
page says.

4. Updates and new versions

4.1 Your purchase includes all updates to the product that we release during the 12 months
after your purchase date. Updates are provided by download from our website; the software
does not download anything itself.

4.2 After 12 months the version you have keeps working for as long as your computer can
run it, with no further payment. There is no obligation on us to keep releasing updates,
and no obligation on you to buy any.

4.3 If you want a version released after your 12 months, it is a new purchase at the price
shown on the website at the time. We do not promise upgrade discounts.

4.4 We may stop supporting older operating systems or older versions of REX. We will say
so on the website.

5. Price, payment and who sells to you

5.1 Prices are shown in US dollars on the website and may change at any time. The price in
force when you order is the price you pay.

5.2 Card payments are handled by Lemon Squeezy (Lemon Squeezy LLC), which acts as merchant
of record. That means Lemon Squeezy is the seller of record for the payment transaction,
collects any applicable sales tax, GST or VAT and issues your receipt, and its own terms
apply to the payment. ECD remains the licensor of the software and these terms govern your
use of it.

5.3 If you order by email or invoice, payment is to ECD's bank account in the currency and
by the date shown on the invoice. The licence key is sent once payment has cleared.

5.4 You are responsible for any tax or bank charge that your country or bank adds to the
purchase.

6. Refunds

6.1 If, within 14 days of purchase, the software does not do what its product page says it
does on a computer that meets the published system requirements, email
support@rexofficesoftware.com with your order details and a description of the problem. If
we cannot fix it within a reasonable time, we will refund the price you paid.

6.2 We do not otherwise give refunds for change of mind, for buying the wrong product, for
the software lacking a feature that the product page does not claim, or for problems
caused by your computer, other software or your network. REX Accounts has a 60-day trial
so you can test it before buying; REX Paperworks and REX Visio2DXF have no trial, so read
their manuals first.

6.3 Refunds are made through the same payment channel you used. A refunded licence key is
cancelled and must no longer be used.

6.4 Nothing in this clause limits your rights under clause 11.

6.5 Refunds are paid the way you paid: by Lemon Squeezy to your card, or by ECD to your
bank account. Where the Consumer Guarantees Act 1993 (New Zealand) or the Australian
Consumer Law gives you a right to a refund, repair or replacement, that right is not
limited by the 14-day period above.

7. Acceptable use

7.1 You may not copy the software except for backup, or reverse engineer, decompile,
modify or make derivative works from it, except where the law allows this regardless of
this clause.

7.2 You may not remove or alter any copyright notice, licence name or watermark, or try to
bypass the licence check or the trial period.

7.3 You may not use the software for anything unlawful, or publish or share your licence
key.

7.4 You may not use the software to provide a hosted, bureau or software-as-a-service
offering to other businesses without a written agreement with us.

7.5 You may not use the email features of REX Accounts to send unsolicited commercial
messages. You are responsible for complying with the Unsolicited Electronic Messages Act
2007 (New Zealand), the Spam Act 2003 (Australia) and any similar law where you are.

8. Intellectual property

8.1 ECD owns all copyright and other intellectual property in REX, the manuals, the
website and the REX name and logos. All rights not expressly given to you in these terms
are reserved.

8.2 You own your data. Files you create with REX (your books, PDFs, DXF drawings and so
on) are yours. We have no access to them and claim no rights in them.

8.3 Third-party components included in the software are licensed under their own open-
source licences. They are listed, with their licence texts, in the file NOTICES.txt in
each product's program folder, which is also published on the website's Manuals page.

8.4 Feedback. If you send us ideas, suggestions or comments about REX, we may use them to
improve the software without payment or any obligation to you, and you confirm you are
entitled to give them to us.

8.5 Marks on documents. Documents produced by REX Accounts carry a small "Produced with
REX Accounts" line, and trial output carries the trial watermark (clause 3.3). You may not
remove or hide either.

9. Your responsibilities

9.1 Backups. You are responsible for backing up your data files and keeping copies of your
licence key and receipt. REX includes backup features, but it is up to you to use them and
to store copies somewhere other than the working computer. We cannot recover lost data.

9.2 Checking figures. REX Accounts calculates figures from the entries you make. You are
responsible for the accuracy and completeness of what you enter and for checking the
results. We recommend you have your accounts and tax figures reviewed by an accountant or
tax agent.

9.3 Tax and statutory filing. REX Accounts prepares GST (New Zealand) and BAS (Australia)
figures from your entries. It does not file anything. You are responsible for filing your
own returns with Inland Revenue, the Australian Taxation Office or any other body, on time
and correctly, and for paying any tax due.

9.4 Payroll. REX Accounts records payroll figures you enter. It does not calculate PAYE,
KiwiSaver, superannuation, student loan, ACC or other deductions, and it is not a payroll
system. You must use an approved payroll calculator or payroll service and check the
figures yourself.

9.5 No advice. ECD does not provide accounting, bookkeeping, tax or legal advice. Help
files, manuals, examples and support replies describe how to use the software, not what is
right for your business.

9.6 Your computer. You are responsible for keeping your computer, operating system and
other software secure and up to date, and for meeting the system requirements.

10. No warranty ("as is")

10.1 Except as stated in clause 11, the software, manuals and support are provided "as is"
and "as available". To the extent the law allows, we exclude all warranties, conditions
and guarantees, whether express or implied (including under Part 3 of the Contract and
Commercial Law Act 2017 and any equivalent law elsewhere), including those of
merchantability, satisfactory quality, fitness for any particular purpose and non-
infringement.

10.2 We do not promise that the software is error-free, that it will run without
interruption, that it will suit your particular business or that it will remain compatible
with future operating systems, hardware or third-party software.

10.3 We do not promise that figures produced by the software comply with any tax law or
accounting standard. That depends on your entries and on your own checks.

11. Consumer law: what we cannot exclude

11.1 New Zealand. Nothing in these terms excludes, restricts or modifies any right or
remedy you have under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 that
cannot lawfully be excluded.

11.2 Business customers in New Zealand. If you are acquiring the software in trade (that
is, for the purposes of a business), you agree that the Consumer Guarantees Act 1993 does
not apply to the supply, and that sections 9, 12A, 13 and 14(1) of the Fair Trading Act
1986 do not apply as between you and ECD, as permitted by section 43 of the Consumer
Guarantees Act and section 5D of the Fair Trading Act. You and we agree that this is fair
and reasonable given that REX is business software sold at a modest one-off price with a
free trial and a published refund policy. Because REX Accounts is designed for businesses,
we expect almost all customers will be in trade.

11.3 Australia.  If you are in Australia, our goods come with guarantees that cannot be
excluded under the Australian Consumer Law. You are entitled to a replacement or refund
for a major failure and compensation for any other reasonably foreseeable loss or damage.
You are also entitled to have the goods repaired or replaced if the goods fail to be of
acceptable quality and the failure does not amount to a major failure. Where the
Australian Consumer Law allows us to limit our liability for a failure to comply with a
guarantee (goods not ordinarily acquired for personal, domestic or household use), our
liability is limited, at our choice, to replacing the software, supplying it again, or
paying the cost of doing so.

11.4 Other countries. If the law of your country gives you consumer rights that cannot be
excluded, those rights apply and the rest of this agreement applies as far as the law
allows.

12. Limitation of liability

12.1 To the extent the law allows, and subject to clause 11, our total liability to you
for all claims arising out of or connected with the software, these terms or any support
we give, whether in contract, tort (including negligence), under statute or otherwise, is
limited to the amount you paid ECD (or Lemon Squeezy on our behalf) for the licence that
the claim relates to. For the free trial, that amount is nil.

12.2 To the extent the law allows, we are not liable to you for any:
(a) loss of or damage to data, or the cost of recovering or re-entering data;
(b) loss of profit, revenue, business, goodwill or anticipated savings;
(c) penalties, interest, use-of-money interest or other costs arising from late, incorrect
    or missed tax, GST, BAS, payroll or other statutory filings or payments;
(d) costs of accountants, tax agents, lawyers or other advisers;
(e) loss caused by your computer, operating system, network, other software, or by someone
    else's actions;
(f) indirect, special or consequential loss of any kind,
even if we were told it might happen.

12.3 Nothing in this clause limits liability for fraud, or for death or personal injury
caused by negligence, or any other liability that the law does not allow to be limited.

12.4 You agree that these limits are reasonable given the price of the software, the free
trial, the fact that the software runs entirely on your computer under your control, and
that you can protect yourself by keeping backups and having your figures checked.

12.5 Each of us must take reasonable steps to limit any loss, damage or cost we may suffer
in connection with the software or these terms.

13. Ending the licence

13.1 You may stop using the software at any time by uninstalling it. No refund is due
except under clause 6 or 11.

13.2 We may end your licence by written notice (email to the address we hold) if you
seriously breach these terms, for example by sharing or reselling the key, bypassing the
licence check or trial, or if your payment is reversed and not replaced within 14 days. On
termination you must stop using the software and delete all copies. Clauses 8, 9, 10, 11,
12 and 15 continue to apply.

13.3 Your data files remain yours after termination. REX Accounts can export data in
standard formats; we recommend you export before you stop using the software.

14. Changes to these terms and to the software

14.1 We may update these terms. The version in force when you buy applies to that
purchase. If you install a later version of the software, the terms published with that
version apply to it; we will show the date and version number at the top and keep earlier
versions available on request.

14.2 We may change, add or remove features in new versions. We will not remotely change or
disable a version already installed on your computer.

15. General

15.1 Governing law. These terms are governed by the law of New Zealand. You and we agree
that the courts of New Zealand, in Auckland where possible, have non-exclusive
jurisdiction. Disputes under the Disputes Tribunal limit may be taken there. If you are a
consumer in Australia, this clause does not take away your right to bring a claim in
Australia under the Australian Consumer Law.

15.2 Whole agreement. These terms, the product page and the manual are the whole agreement
between you and us about the software. They replace any earlier discussions.

15.3 Severance. If any part of these terms is found to be unenforceable, the rest still
applies.

15.4 No waiver. If we do not enforce a term, that does not mean we have given it up.

15.5 Contact. Energy Conscious Design Limited, Auckland, New Zealand. Email:
support@rexofficesoftware.com.

15.6 Notices. We may give you any notice under these terms by email to the address on your
order or the last address you gave us, and it is treated as received the next working day.
You may give us notice by email to support@rexofficesoftware.com.

15.7 Assignment. You may not transfer the licence to anyone else except by the legal-name-
change process in clause 2.4. We may transfer our rights and obligations under these terms
to a buyer of the REX business, who must honour them on the same terms; we will tell you
by email or on the website if that happens.

Third-party components are listed in NOTICES.txt in the program folder.