GaugeTrace Master Subscription Terms of Service

Attorney-review draft — not legal advice; placeholders in [BRACKETS] must be completed before use.

Document: Master SaaS Subscription Agreement / Terms of Service Provider: [GaugeTrace Ltd], a private company limited by shares incorporated in England and Wales (company number [company number]), registered office [registered office address] ("GaugeTrace", "we", "us", "our") Version: 1.0 — Effective [effective date] Applies to: the GaugeTrace platform and the PoolGauge IQ module, together with any current or future sector modules (SprinklerGauge IQ, PlumbGauge IQ, GasManometer IQ, RefrigerantGauge IQ, MainGauge IQ, TankGauge IQ, MedGasGauge IQ, TestPack IQ) and associated mobile and web applications, APIs, integrations and hardware bundles.

0. How to read these Terms; US / business-customer notice

These Terms of Service ("Terms" or "Agreement") form a binding contract between you and GaugeTrace. By signing up for an account, clicking "I agree", executing an Order Form, or accessing or using the Service, you accept these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Customer", "you" and "your" refer to that entity.

This is a business-to-business (B2B) service. The Service is intended solely for use by businesses, sole traders, contractors and professionals in the course of their trade, business, craft or profession. It is not intended for, marketed to, or offered for sale to consumers for personal, family or household purposes. By accepting these Terms you confirm you are acquiring the Service for business purposes and are not a consumer. Accordingly, consumer-protection rules that would otherwise apply to a consumer contract (including, where relevant, the UK Consumer Rights Act 2015 and US state consumer-protection statutes) do not apply to this Agreement.

US customers. GaugeTrace is established in the United Kingdom and contracts on English-law terms (Section 24). Where you are located in the United States, you acknowledge that certain US state laws may apply to you on a mandatory basis notwithstanding the governing-law clause — for example, state sales-and-use tax obligations (Section 6), state data-privacy laws such as the CCPA/CPRA where applicable (addressed in the Privacy Policy and DPA), and any non-waivable consumer or commercial protections of your state. Nothing in these Terms is intended to deprive you of the benefit of any such mandatory provision that cannot lawfully be excluded.

Plain-language summary (non-binding, for convenience only): GaugeTrace is a subscription platform that helps you capture and report pressure-test evidence. You own your data; we own the platform. Our pass/fail/needs-review output is decision-support evidence, not a certified inspection — you and your licensed professionals remain responsible for the final test interpretation and any regulatory sign-off. We bill through Stripe; subscriptions auto-renew; sales tax/VAT may apply. Our liability is capped and certain losses are excluded, subject to things English law does not allow us to exclude. The summary does not override the detailed terms below.

1. Definitions

In this Agreement, capitalised terms have the meanings below.

References to a "module" or "sector product" include PoolGauge IQ and any other module listed in the heading. "Including" means "including without limitation".

2. Account, eligibility and Authorised Users

2.1 Eligibility. To open an Account you must be a business or professional, at least 18 years old, able to form a binding contract, and not barred from receiving the Service under applicable law (including export-control and sanctions laws). The Service is not offered where prohibited.

2.2 Registration. You agree to provide accurate, current and complete registration information and to keep it updated. Authentication is provided through email magic links and/or Google OAuth, Microsoft/Azure OAuth, and (on eligible plans) SAML SSO. You are responsible for configuring and securing your identity provider.

2.3 Account security. You are responsible for safeguarding credentials, for all activity under your Account, and for ensuring that each Authorised User keeps their credentials confidential. You must notify us promptly at [security@gaugetrace.com] of any suspected unauthorised access or use. We may rely on instructions received through validly authenticated sessions.

2.4 Authorised Users and Seats. You may permit Authorised Users to use the Service up to the number of Seats in your plan/Order. You are responsible for your Authorised Users' compliance with this Agreement, the AUP and the EULA, and remain liable for their acts and omissions as if they were your own. Seats are per individual and may not be shared by simultaneous distinct users; you may reassign a Seat to a new individual when a prior individual no longer requires access.

2.5 Affiliates and multi-location. Enterprise Customers may extend access to Affiliates and additional locations as set out in the applicable Order. Customer remains responsible for all Affiliate usage.

3. The Service; plans and tiers

3.1 Provision. Subject to your payment of Fees and compliance with this Agreement, GaugeTrace grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for your internal business purposes, in accordance with the plan you purchase, the Documentation and the AUP.

3.2 Published plans and pricing. The current standard plans and list prices (USD) are set out below. Prices are exclusive of taxes (Section 6) and are subject to change under Section 7. Enterprise and add-on pricing may be individually quoted.

3.3 Plan limits and allowances. Each plan includes defined limits (Seats, report/usage allowances, modules and integrations enabled). Usage beyond included allowances is billed at the applicable overage rate (Section 6). We may enforce plan limits technically (e.g. blocking or warning where Seats or calibration policy require it).

3.4 Beta and early-access features. We may offer features designated "beta", "preview", "early access" or similar. These are provided "as is", may be changed or withdrawn, are excluded from any SLA, and are not recommended for production reliance.

4. Orders and Seats

4.1 Self-serve Orders. When you sign up and check out online, the plan, Seats, add-ons, billing frequency and Fees you select at checkout constitute your Order and are governed by these Terms.

4.2 Sales-assisted Orders. For Enterprise and certain other deployments, an Order Form (signed or electronically accepted) sets out the plan, Seats, add-ons, term, Fees and any negotiated terms, and references these Terms. In the event of conflict, the order of precedence is: (a) a signed Order Form's expressly negotiated terms; (b) the DPA; (c) these Terms; (d) the AUP, EULA, Hardware Terms and other policies; (e) the Documentation.

4.3 Adding Seats / upgrades. You may add Seats or upgrade your plan during the Subscription Term. Added Seats and upgrades take effect on activation and are charged on a prorated basis for the remainder of the then-current billing period, and at the full rate thereafter.

4.4 Reducing Seats / downgrades. Reductions and downgrades take effect at the start of the next billing period. We do not refund prepaid Fees for reduced Seats or downgrades mid-term except as required by law.

4.5 No purchase-order conditions. Any terms in a Customer purchase order or vendor-onboarding portal that conflict with or add to this Agreement are rejected and have no effect, unless expressly agreed in a signed Order Form.

5. Subscription term, renewal and free trials

5.1 Subscription Term. Unless an Order states otherwise, monthly subscriptions run for successive one-month terms and annual subscriptions for successive twelve-month terms, in each case commencing on the start date in your Order/checkout.

5.2 Auto-renewal. Your subscription will automatically renew for additional terms equal to the then-current term unless either party gives notice of non-renewal before the end of the then-current term: at least [7] days before renewal for monthly plans and at least [30] days before renewal for annual/Enterprise plans (or as stated in the Order). On renewal we may apply the then-current list price subject to Section 7. Where required by applicable US state auto-renewal laws, we will provide renewal/cancellation notices and an online cancellation method.

5.3 Free trial. Where we offer a free trial, the Service is provided "as is" and without warranty for the trial period. At the end of the trial, unless you cancel or we agree otherwise, your subscription will convert to a paid subscription on the plan selected and you will be charged the applicable Fees. We may modify or discontinue trials at any time. Trial usage is subject to this Agreement and the AUP.

5.4 Paid pilots / design-partner terms. Paid pilots or design-partner arrangements may be governed by a separate pilot agreement that, where it exists, prevails over conflicting provisions of these Terms for the pilot scope and period.

6. Fees, billing, taxes and payment

6.1 Payment processor (Stripe). Billing and payments are processed by Stripe (Stripe Payments Europe and/or Stripe, Inc. and affiliates). By providing a payment method you authorise us and Stripe to charge all Fees due. Your use of Stripe is subject to Stripe's terms; we are not responsible for Stripe's services except as required by law.

6.2 Charges and timing. Subscription Fees are charged in advance — monthly or annually per your Order. Seat changes are charged per Section 4. Usage overage, onboarding and Hardware Fees are charged as incurred or per the applicable Order/SOW. Unless stated otherwise, Fees are quoted and payable in US dollars (USD).

6.3 Auto-charge and stored payment method. For self-serve and most plans, Fees are automatically charged to your payment method on each billing date. You must keep a valid payment method on file. Enterprise Customers may be offered invoicing with payment due net [30] days of invoice date, subject to credit approval.

6.4 Taxes — general. Fees are exclusive of taxes. You are responsible for all sales, use, excise, value-added (VAT), goods-and-services, withholding and similar taxes and duties imposed on the transaction, excluding taxes on GaugeTrace's net income. Where we are required to collect such taxes, they will be added to your invoice/charge.

6.5 US sales and use tax. SaaS and digital-goods taxability varies by US state and locality. Where GaugeTrace has a tax-collection obligation (e.g. economic or physical nexus in a state where the Service or Hardware is taxable), applicable state and local sales/use tax will be calculated and collected, including via Stripe Tax. You are responsible for providing accurate location and any valid exemption/resale certificates; you remain responsible for any self-assessed use tax where we do not collect.

6.6 UK / EU VAT. Where VAT or equivalent applies, it will be charged at the applicable rate or, for cross-border B2B supplies, treated as outside the scope of UK VAT or subject to the reverse charge as applicable, provided you supply a valid VAT/tax identification number where required. You must promptly provide any information we reasonably need for tax determination.

6.7 Hardware tax. Hardware sales are tangible goods and are taxed (sales/use tax, VAT, customs/duties and import charges) according to ship-to/destination rules; see the Hardware Terms.

6.8 Disputes and late payment. You must notify us in writing of any good-faith billing dispute within [30] days of the charge; undisputed amounts remain payable. Overdue amounts (other than amounts validly disputed) may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and we may suspend the Service under Section 17 after reasonable notice. You will reimburse reasonable costs of collection of undisputed overdue amounts.

6.9 No set-off; non-cancellable. Except as expressly stated, Fees are non-refundable and Orders are non-cancellable for the committed term. Payment obligations may not be reduced by set-off except as required by law.

6.10 Free-of-charge usage. We may meter and limit free-tier, trial and over-allowance usage. We are not obliged to provide notice before applying overage charges where the allowance and rate are disclosed at purchase.

7. Price changes

7.1 List-price changes. We may change list prices and introduce new charges. For your current committed term, the Fees in your active Order will not increase except for added Seats/usage/add-ons. Price changes apply on renewal.

7.2 Notice. We will give at least [30] days' notice before a renewal price increase takes effect (for example by email to your Account admin or in-app notice). If you do not wish to accept the new pricing, you may elect not to renew under Section 5.2; continued use after the effective date constitutes acceptance.

7.3 Taxes and pass-through. Changes in applicable taxes, payment-processing surcharges mandated by law, or third-party/Sub-processor charges that we are required to pass through are not "price increases" for the purposes of this Section and may be applied without the notice in 7.2 where we are legally or practically unable to give advance notice.

8. Customer Data and intellectual property ownership

8.1 Customer owns Customer Data. As between the parties, Customer owns all right, title and interest in and to Customer Data, including all PII, evidence, signatures, calibration records and reports. We claim no ownership of Customer Data.

8.2 Licence to GaugeTrace. You grant GaugeTrace a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process, display and otherwise use Customer Data solely to: (a) provide, maintain, secure and support the Service; (b) prevent or address technical or security issues and enforce this Agreement; and (c) comply with law. This licence is subject to the DPA where GaugeTrace acts as processor.

8.3 GaugeTrace owns the Platform. As between the parties, GaugeTrace (and its licensors) owns all right, title and interest in and to the Platform, including all software, APIs, algorithms (including settling-window, pass/fail and policy logic), templates, models, Documentation, trademarks and all related intellectual-property rights. No rights are granted except the limited use rights expressly stated. You will not (and will not permit any third party to) copy, modify, translate, reverse engineer, decompile, create derivative works of, or attempt to derive source code from the Platform, except to the extent such restriction is prohibited by applicable law.

8.4 Feedback. If you provide suggestions, feedback or ideas about the Service, you grant GaugeTrace a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate them into the Service without restriction or obligation to you.

8.5 Usage Data. GaugeTrace may collect and use Usage Data (aggregated and/or de-identified) to operate, secure, analyse, improve and develop its products and services and for benchmarking and statistical purposes, provided such data does not identify Customer, any Authorised User or any natural person.

8.6 Customer responsibilities for Customer Data. You are responsible for the accuracy, quality, legality and rights to use Customer Data, including obtaining all necessary consents and providing all necessary notices to your end-customers and Authorised Users (including for collection of PII, GPS location, signatures and technician identity). You must not submit data you are not entitled to provide.

8.7 Controller / processor roles. GaugeTrace acts as a processor of Customer Data submitted as part of your evidence/end-customer records, and as a controller of account-holder, billing, marketing and website data, as detailed in the Privacy Policy and DPA. The DPA governs the Processing of personal data on Customer's behalf.

9. Acceptable use

9.1 You and your Authorised Users must comply with the Acceptable Use Policy (incorporated by reference). Without limiting the AUP, you must not: (a) use the Service in violation of law or third-party rights; (b) upload malware or interfere with the Service's integrity or performance; (c) attempt to gain unauthorised access to the Service or other tenants' data; (d) resell, time-share or provide the Service as a service bureau except as permitted by your plan; (e) circumvent Seat, usage or security limits; (f) tamper with, falsify or fabricate Evidence Output, audit logs, timestamps, GPS data, calibration status or e-signatures, or use the Service to misrepresent the conditions or results of any test; or (g) use the Service to make safety, regulatory or life-critical determinations contrary to Section 11.

9.2 We may investigate suspected AUP violations and may suspend or limit use under Section 17. Evidence integrity is fundamental to the Service; misuse under 9.1(f) is a material breach.

10. Service availability, support and changes

10.1 Availability. We will use commercially reasonable efforts to make the Service available, excluding scheduled maintenance, emergency maintenance, and factors outside our reasonable control. Enterprise plans may include a written Service Level Agreement (SLA) (e.g. target uptime and service-credit remedy) in the Order; absent an SLA, the Service is provided on a commercially-reasonable-efforts basis.

10.2 Offline operation. The Service is offline-capable: mobile clients may capture tests without connectivity and sync when a connection is restored. You acknowledge that sync timing depends on device, network and your operational practices, and that data captured offline becomes available server-side only after successful sync.

10.3 Support. Support is provided per your plan and our then-current support policy/Documentation (channels, hours and response targets). Onboarding services are scoped per the applicable Order/SOW.

10.4 Changes to the Service. We may modify, enhance, or discontinue features of the Service. We will not materially degrade the core functionality of a plan you are paying for during your committed term without offering a reasonably equivalent capability or a pro-rata refund for the affected remaining term. Routine updates, security changes and additions do not constitute material degradation.

11. Evidence and results disclaimer (decision-support only)

11.1 Decision-support evidence, not certification. THE EVIDENCE OUTPUT — INCLUDING ANY PASS, FAIL OR NEEDS-REVIEW STATUS, PRESSURE TRACE, REPORT OR SUMMARY — IS DECISION-SUPPORT EVIDENCE ONLY. IT IS NOT, AND MUST NOT BE RELIED ON AS, A CERTIFIED INSPECTION, AN ENGINEERING CERTIFICATION, A REGULATORY APPROVAL, A LEGAL DETERMINATION, OR A WARRANTY OF FITNESS, SAFETY OR COMPLIANCE OF ANY SYSTEM UNDER TEST.

11.2 Customer responsibility for interpretation and sign-off. Customer and its appropriately licensed, qualified and authorised professionals remain solely responsible for: (a) selecting test procedures, parameters, settling/test windows and pass/fail policies; (b) the final interpretation of any test result; (c) any inspection, certification, witness or regulatory sign-off; and (d) all decisions and actions taken in reliance on Evidence Output. The Service supports — it does not replace — professional judgement and applicable codes, standards and Authority-Having-Jurisdiction (AHJ) requirements.

11.3 Inputs and conditions. Evidence Output depends on Customer-supplied inputs, configured policies, field conditions, device connectivity, and the calibration status and accuracy of Hardware/gauges, which is Customer's ongoing responsibility (see Sections 12 and 19). GaugeTrace does not independently verify field conditions or the correctness of readings captured.

11.4 No professional advice. GaugeTrace does not provide engineering, inspection, legal, regulatory or other professional advice, and nothing in the Service constitutes such advice.

11.5 On-output disclaimer. Reports and Evidence Output generated by the Service will carry a conspicuous disclaimer to the effect of this Section. Customer must not remove, obscure or alter that disclaimer.

12. Warranties and disclaimers

12.1 Mutual. Each party warrants that it has the authority to enter into this Agreement.

12.2 Limited service warranty. GaugeTrace warrants that, during the Subscription Term, the Service will perform materially in accordance with the Documentation under normal use. Your exclusive remedy, and our entire liability, for breach of this warranty is, at our option, to correct the non-conformity or, if we cannot do so within a reasonable time, to terminate the affected subscription and refund prepaid, unused Fees for the affected period.

12.3 Calibration warranty disclaimer. GaugeTrace does not warrant the accuracy or calibration of any gauge, sensor or reading. Calibration is Customer's ongoing responsibility on a schedule, evidenced by certificates from accredited (e.g. UKAS / A2LA) laboratories; see Sections 11.3 and 19.

12.4 DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, EVIDENCE OUTPUT, BETA FEATURES AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND GAUGETRACE DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; TO THAT EXTENT THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

13. Limitation of liability

13.1 Exclusion of indirect loss. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA (other than our obligation to maintain data per the DPA/Documentation), HOWEVER ARISING AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO GAUGETRACE FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

13.3 Carve-outs (cannot be excluded under English law). Nothing in this Agreement excludes or limits either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited under applicable law. The caps and exclusions in 13.1–13.2 do not apply to (a)–(c).

13.4 Customer indemnity / payment obligations. The cap in 13.2 does not limit Customer's obligation to pay Fees due, or Customer's indemnification obligations under Section 14.

13.5 Evidence reliance. Without limiting 13.1–13.3, and reflecting Section 11, GaugeTrace will not be liable for losses arising from Customer's or any third party's reliance on Evidence Output as a certified inspection, certification, regulatory approval or legal determination, or from inaccurate, uncalibrated or improperly conducted tests.

13.6 US reasonableness / UCTA. The parties agree these allocations of risk are reasonable given the Fees, the nature of the Service, and the disclaimers in Section 11, and form an essential basis of the bargain. Where the UK Unfair Contract Terms Act 1977 applies, the parties consider the limitations reasonable. Some US states do not allow the exclusion or limitation of certain damages; to that extent the above may not apply, and liability is limited to the minimum extent permitted.

14. Indemnities

14.1 By GaugeTrace (IP). GaugeTrace will defend Customer against any third-party claim that Customer's authorised use of the Platform (excluding Hardware, third-party services, Customer Data, and combinations not provided by GaugeTrace) infringes that third party's intellectual-property rights, and will indemnify Customer for damages and reasonable costs finally awarded or agreed in settlement. If the Platform is or may be enjoined, GaugeTrace may, at its option, procure the right to continue use, modify the Platform to be non-infringing, or terminate the affected subscription and refund prepaid, unused Fees. This is GaugeTrace's entire liability for IP infringement.

14.2 By Customer. Customer will defend and indemnify GaugeTrace against third-party claims arising from: (a) Customer Data, including any claim that it infringes rights or violates law (including data-protection and privacy law) or that required consents/notices were not obtained; (b) Customer's or any Authorised User's use of the Service in breach of this Agreement, the AUP or the EULA; (c) reliance on or distribution of Evidence Output, or any inspection, certification, safety or regulatory decision made in reliance on it; and (d) Hardware use except to the extent covered by GaugeTrace's express Hardware warranty or a manufacturer indemnity passed through.

14.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement (provided no settlement imposes non-indemnified liability or admission on the indemnified party without consent, not unreasonably withheld), and provide reasonable cooperation. Indemnities in 14.1–14.2 are subject to Section 13 only insofar as not inconsistent with the indemnifying party's obligation to pay third-party amounts.

15. Confidentiality

15.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or that should reasonably be understood to be confidential, including the Platform, non-public Service features, pricing, and Customer Data (which is Customer's Confidential Information).

15.2 Obligations. Recipient will use Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to its personnel and advisers who need to know and are bound by confidentiality obligations.

15.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of Recipient, was rightfully known without obligation, is independently developed, or is rightfully received from a third party without restriction.

15.4 Compelled disclosure. Recipient may disclose Confidential Information if required by law or court order, provided (where lawful) it gives prompt notice and reasonable cooperation to seek protective treatment.

16. Third-party services and integrations

16.1 Integrations. The Service may interoperate with third-party services and CRMs (including Jobber and ServiceTitan) and with third-party identity providers (Google, Microsoft/Azure). Your use of any third-party service is governed by that third party's terms and privacy practices; GaugeTrace is not responsible for third-party services and does not warrant them.

16.2 Authorisation and data flow. If you enable an integration, you authorise GaugeTrace to access and exchange Customer Data with that third party as needed to provide the integration. You are responsible for your configuration and for the third party's handling of data once transmitted to it.

16.3 Changes. Third parties may change or discontinue their services or APIs; GaugeTrace is not liable for resulting impacts and may modify or remove an integration accordingly.

16.4 Sub-processors. GaugeTrace's Sub-processors (including Supabase for hosting/data store, Stripe for billing, and others listed in the DPA/Privacy Policy) are engaged under the DPA, including the relevant UK/EU transfer mechanism for the UK→US data flow.

17. Suspension and termination

17.1 Suspension. We may suspend the Service (in whole or part) on notice (or immediately where necessary) if: (a) Fees are overdue and not cured within [10] days of notice; (b) your use poses a security, legal or operational risk, or materially breaches the AUP/Section 9; or (c) required by law or a third party we rely on. We will restore the Service promptly after the cause is resolved.

17.2 Termination for cause. Either party may terminate this Agreement or the affected Order if the other materially breaches and fails to cure within [30] days of written notice (or immediately for breaches incapable of cure, including evidence-tampering under 9.1(f)).

17.3 Termination for convenience. You may terminate by cancelling at the end of your then-current term per Section 5. We may terminate a free trial or free tier at any time. We may terminate for convenience on [60] days' notice, refunding prepaid, unused Fees for the terminated period.

17.4 Insolvency. Either party may terminate immediately if the other becomes insolvent, enters administration/liquidation, or makes an arrangement with creditors.

17.5 Effect of termination. On termination/expiry: (a) your access ends; (b) you must cease use and pay all amounts accrued; and (c) each party returns or destroys the other's Confidential Information (subject to Section 18 and legal-retention requirements).

17.6 Survival. Sections 1, 6 (accrued Fees), 8, 11, 12.4, 13, 14, 15, 17.5–17.6, 18, 20–27 survive termination.

18. Data export and deletion on termination

18.1 Export. During the Subscription Term and for [30] days after termination/expiry, you may export Customer Data (e.g. via CSV/PDF export and/or API) in a structured, commonly used format. Enterprise Orders may set a longer export window or migration assistance.

18.2 Deletion. After the export window, GaugeTrace will delete or de-identify Customer Data in accordance with the DPA and its retention schedule, except where retention is required by law, for resolution of disputes, or as kept in routine backups that are overwritten on a rolling basis. We will not be obliged to retain Customer Data after the export window.

18.3 Customer's responsibility to export. It is your responsibility to export your data before access ends; we are not liable for Customer Data you fail to export within the applicable window. We can provide post-termination export beyond the standard window as a paid professional service if requested before deletion.

19. Hardware

19.1 Bundled/resold Hardware. Where you purchase BLE smart-gauge kits or accessories from GaugeTrace, that purchase is governed by the Hardware Terms (incorporated by reference), which address: limited warranty (a 12-month pass-through of the manufacturer's warranty), RMA/returns, the calibration disclaimer (calibration is Customer's ongoing scheduled responsibility, evidenced by certificates from accredited UKAS/A2LA labs), product-liability allocation, and radio/EMC conformity.

19.2 OEM certification pass-through. GaugeTrace resells/bundles Hardware and does not re-certify it. The original equipment manufacturer (OEM) holds the applicable radio/EMC certifications (e.g. FCC ID / UKCA / CE). GaugeTrace passes through OEM conformity and makes no independent certification representation.

19.3 Decision-support consistency. Hardware and gauge readings feed Evidence Output, which remains decision-support evidence under Section 11. Calibration status displayed in the Service reflects Customer-maintained records and certificates; GaugeTrace does not verify calibration accuracy.

20. Publicity

20.1 GaugeTrace may identify Customer as a customer and use Customer's name and logo in customer lists and on its website and marketing materials, consistent with Customer's brand guidelines where provided. Customer may opt out by emailing [marketing@gaugetrace.com], after which GaugeTrace will cease new uses within a reasonable time. Any case study, quote or detailed reference requires Customer's prior approval.

21. Force majeure

21.1 Neither party is liable for failure or delay (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, governmental action, epidemics/pandemics, failures of utilities, internet or telecommunications, or failures of third-party hosting, Sub-processors or suppliers. The affected party will use reasonable efforts to mitigate. If a force-majeure event continues beyond [60] days, either party may terminate the affected Order on notice.

22. Governing law

22.1 This Agreement and any dispute or claim (including non-contractual disputes) arising out of or in connection with it or its subject matter are governed by and construed in accordance with the laws of England and Wales.

22.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.3 As stated in Section 0, certain mandatory US state-law protections may apply to US Customers notwithstanding this clause; this Section does not displace any such non-waivable protection.

23. Dispute resolution; jurisdiction

23.1 Good-faith resolution. Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through escalation to senior representatives for [30] days after written notice of the dispute.

23.2 Jurisdiction. Subject to 23.1 and 23.3, the courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

23.3 US-customer option (optional / to be finalised with counsel). [For US-domiciled Customers, the parties may instead agree to resolve disputes by binding arbitration administered by [arbitral body] under its rules, seated in [seat], with limited carve-outs for injunctive relief and small-claims matters. Class actions and class arbitration are waived to the extent permitted by law. This option must be confirmed by counsel and presented conspicuously where used; it does not override mandatory consumer/commercial protections.]

23.4 Injunctive relief. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

24. Changes to these Terms

24.1 We may update these Terms from time to time. For material changes, we will give reasonable notice (e.g. by email to your Account admin and/or in-app notice) before they take effect, normally at least [30] days in advance.

24.2 Changes apply from the stated effective date; for an active committed term, materially adverse changes will not apply until your next renewal unless required by law or necessary for security/legal compliance. Continued use after the effective date constitutes acceptance. If you do not accept a material change, your remedy is to stop using the Service and not renew under Section 5.2.

25. Notices

25.1 To GaugeTrace: [GaugeTrace Ltd], [registered office address], email [legal@gaugetrace.com]. Legal/breach notices must be sent to [legal@gaugetrace.com] (and, for security matters, [security@gaugetrace.com]).

25.2 To Customer: by email to the Account admin address on file and/or by in-app notice. You are responsible for keeping your contact details current.

25.3 Deemed receipt. Email notices are deemed received on the next business day after sending (absent bounce); posted notices, three business days after posting.

26. Assignment and subcontracting

26.1 You may not assign or transfer this Agreement without GaugeTrace's prior written consent, except to a successor of all or substantially all of your business/assets that is not a competitor of GaugeTrace, on notice. GaugeTrace may assign this Agreement to an Affiliate or in connection with a merger, acquisition, reorganisation or sale of assets. GaugeTrace may use Sub-processors and subcontractors per the DPA.

27. General

27.1 Entire agreement. This Agreement (including the Order(s), AUP, EULA, Hardware Terms, Privacy Policy, DPA and Documentation referenced) is the entire agreement between the parties on its subject matter and supersedes prior discussions and agreements. Except for fraud, no party relies on any representation not expressly set out here.

27.2 Order of precedence. As set out in Section 4.2.

27.3 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the remainder will continue in effect.

27.4 Waiver. No failure or delay in exercising a right is a waiver; waivers must be in writing.

27.5 No partnership/agency. Nothing creates a partnership, joint venture, agency or employment relationship.

27.6 Third-party rights. Except as expressly stated (e.g. GaugeTrace's licensors and Affiliates as beneficiaries of relevant protections), a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement.

27.7 Export and sanctions. Each party will comply with applicable export-control and sanctions laws and will not make the Service available to embargoed territories or sanctioned/denied parties.

27.8 Counterparts / electronic acceptance. This Agreement may be accepted electronically (including click-through and e-signature) and in counterparts, each an original.

27.9 Anti-bribery and modern slavery. Each party will comply with applicable anti-bribery (including the UK Bribery Act 2010) and, where applicable, modern-slavery laws.

End of Master Subscription Terms of Service (v1.0 draft). This document is a professional-review draft; complete all [BRACKETS] and obtain qualified legal review before publication or use. ICO registration number [ICO registration number] to be inserted once registered.