Master Subscription Agreement

This Master Subscription Agreement (the "Agreement") governs your acquisition and use of the Slate OS platform, software, and services (collectively, the "Service"). Slate OS is a trading name of Slate Systems Ltd, a company registered in England and Wales (Company No. 17243517), whose registered office is at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. By registering for, accessing, or using the Service, you agree to be bound by this Agreement.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICE.

1. Business-to-Business (B2B) Applicability

Slate OS is exclusively a Business-to-Business (B2B) platform designed for commercial trade operations. By creating an account, you warrant and represent that you are acting in the course of a trade, business, craft, or profession. The protections afforded to consumers under the UK Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and equivalent consumer protection legislation do not apply to this Agreement.

2. Financial Gateway & Zero-Liability Routing

Slate OS provides a software interface that integrates with third-party payment processors (e.g., Stripe) to facilitate your collection of deposits and invoice payments. Slate OS is not a bank, payment Institution, or Merchant of Record.

• All financial transactions processed through the Service are direct legal contracts between you and your end-client.
• Slate OS does not hold, route, or touch your funds at any point.
• Slate OS accepts zero liability for chargebacks, fraudulent transactions, frozen Stripe accounts, or disputes arising between you and your clients. You are solely responsible for resolving any financial disputes directly with your payment processor and your client.

3. Telecom Engine & PECR Compliance

The Service includes automated SMS and Email communication engines. You are solely responsible for the content of your communications and the recipients you target.

• Acceptable Use: You warrant that you have explicit, legally compliant consent (opt-in) to contact every individual in your database, in strict accordance with the Privacy and Electronic Communications Regulations (PECR) and the General Data Protection Regulation (GDPR).
• Spam Prohibition: The use of Slate OS for unsolicited cold outreach, spam, or harassment is strictly prohibited.
• Carrier Filtering: Slate OS utilizes third-party telecom carriers. We do not guarantee the delivery of any SMS or Email if it is flagged by carrier spam filters.

4. Master Ledger, Billing & Auto-Recharge

Access to the Service requires payment of a one-time setup fee and a recurring subscription fee.

• Non-Refundable Setup Fee: The initial setup fee covers the immediate, sunk costs of server provisioning, database instantiation, and telecom registration. It is strictly non-refundable under any circumstances.
• Telecom Wallet: SMS and Email usage requires pre-purchased digital credits. These credits have no cash value and are non-refundable.
• Auto-Recharge Authorization: By enabling Auto-Recharge, you explicitly authorize Slate OS to automatically charge your vaulted payment method when your telecom balance falls below your defined threshold.
• No Refunds: All subscription fees are billed in advance and are non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused with an open account.

5. Data Controller vs. Data Processor (GDPR)

For the purposes of UK GDPR, you (the User) are the Data Controller of all client data, leads, and communications entered into the Service. Slate OS acts solely as the Data Processor. You are legally responsible for fulfilling all Data Subject Access Requests (DSARs), Right to be Forgotten requests, and ensuring the lawful basis for processing your clients' data. Slate OS will process data only in accordance with your instructions as executed through the software interface.

6. Artificial Intelligence Disclaimer

The "AI Strategic Advisor" and related analytical tools provide algorithmic estimations based on your operational telemetry. These outputs do not constitute professional financial, legal, or business advice. Slate OS makes no warranties regarding the accuracy, reliability, or profitability of any AI-generated directives. You assume 100% of the risk when executing business decisions based on data or advice provided by the Service.

7. Service Level & Limitation of Liability

The Service is provided on an "AS IS" and "AS AVAILABLE" basis. Slate OS relies on third-party APIs (including but not limited to GoHighLevel, Stripe, OpenAI, and Postcodes.io). We explicitly disclaim liability for any downtime, data loss, or revenue loss caused by third-party outages.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SLATE OS'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE SHALL BE STRICTLY LIMITED TO THE TOTAL AMOUNT PAID BY YOU TO SLATE OS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. The Kill Switch (Suspension & Termination)

Slate OS reserves the absolute right to suspend or terminate your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach this Agreement, fail to pay undisputed fees, or deplete your telecom wallet balance. Upon termination, your right to use the Service will cease immediately. Slate OS has no obligation to retain your data for more than 30 days post-termination.

9. Governing Law & Jurisdiction

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales. The courts of London, England shall have exclusive jurisdiction to settle any such dispute or claim.