Contract and Billing Terms

1. Scope and Order of Precedence

These Contract and Billing Terms ("Billing Terms") apply to all Moderandi subscriptions. Each subscription is documented in an Order Form that identifies the effective date, subscribed seats, add-ons, fees, and payment schedule.

If there is a conflict between documents, the order of precedence is:

1. The applicable Order Form
2. The Master Subscription Agreement (or equivalent signed agreement)
3. These Billing Terms

2. Definitions

• Admin seat — a named-user license for the Moderandi administrative back office (Admin, CRM, Finance, Sales, Projects, and related modules included in the subscribed plan).
• Agent seat — a named-user license for the Moderandi Agent App used by field personnel.
• Contract Term — the 12-month subscription period stated in the Order Form, including each renewal period.
• Written notice — notice delivered per Section 8 (Notices).

Seats are licensed to named individual users. A seat may be reassigned to a different named user (for example, when an employee leaves), but concurrent sharing of a single seat by multiple individuals is not permitted.

3. Contract Term and Automatic Renewal

Moderandi subscriptions are offered under a 12-month Contract Term and are billed annually.

The subscription begins on the effective date shown in the Order Form and remains active for the full Contract Term. Unless otherwise stated in the Order Form, subscriptions automatically renew for successive 12-month periods at the seat counts and add-ons in effect at the time of renewal.

Renewal pricing. Renewals are billed at Moderandi's then-current pricing for the subscribed plan, unless the Order Form fixes pricing for renewal periods. Moderandi will give written notice of any price change at least 60 days before the renewal date; if the customer does not wish to renew at the new pricing, the customer may prevent renewal under Section 7.

Renewal reminder. Where required by applicable law, and as a matter of practice, Moderandi will send a renewal reminder to the customer's billing contact before each automatic renewal.

4. Annual Billing and Payment Terms

Moderandi currently offers annual subscriptions only. Monthly or month-to-month billing is not available.

Pricing may be displayed as a monthly equivalent for comparison purposes, but the full annual subscription amount is invoiced according to the payment terms in the Order Form.

Website pricing label:

Per user, per month — billed annually

Because there is no monthly billing option, the pricing page must not include a monthly-versus-annual toggle. It must clearly display:

Annual billing only

Invoices and due dates. Unless the Order Form states otherwise, invoices are due within 30 days of the invoice date.

Taxes. All fees are exclusive of applicable taxes, duties, and withholdings, which are the customer's responsibility (excluding taxes on Moderandi's income).

Late payment. If an invoice remains unpaid past its due date, Moderandi may (a) charge interest at the lesser of 1.5% per month or the maximum rate permitted by law, and (b) suspend access under Section 9 after written notice and a cure period of at least 10 days. Suspension does not relieve the customer of the obligation to pay fees for the full Contract Term.

5. Minimum Seat Requirement

Each Moderandi subscription requires a minimum of:

• 1 Admin seat
• 1 Agent seat

Customers may add Admin or Agent seats according to their operational requirements. The minimum subscription commitment is one Admin seat and one Agent seat for the full annual Contract Term.

6. Seat and Add-on Changes During the Term

Adding seats or add-ons. Additional seats and add-ons may be added at any time during the Contract Term. Added seats and add-ons are prorated for the remainder of the current Contract Term and co-terminate with the base subscription, so that all items renew on a single renewal date.

Reducing seats or removing add-ons. Reductions take effect at the next renewal date and require written notice at least 30 days before the end of the current Contract Term, following the same notice mechanism as cancellation (Section 7). Reductions may not bring the subscription below the minimum in Section 5.

7. Cancellation and Renewal

Customers may prevent their subscription from renewing by providing written notice at least 30 days before the end of the current Contract Term.

Cancellation becomes effective at the end of the active annual subscription period. Customers retain access to the subscribed services through the end of that period. A cancellation request submitted mid-term does not reduce, suspend, or refund fees for the current Contract Term.

Fees already paid or due for the current annual term are non-refundable and non-cancelable, except where required by applicable law or expressly stated in the applicable agreement.

Early termination during the annual term is not permitted for convenience. Either party may terminate the agreement for a material breach that remains uncured 30 days after written notice describing the breach. If Moderandi terminates for the customer's uncured material breach, all fees for the remainder of the Contract Term become immediately due. If the customer terminates for Moderandi's uncured material breach, Moderandi will refund the prepaid fees attributable to the unused portion of the Contract Term.

8. Notices

Cancellation, non-renewal, and seat-reduction notices must be sent in writing to billing@moderandi.com (or the notice address stated in the Order Form) from an authorized contact of the customer. Notice is deemed received on the business day it is delivered to that address. Moderandi will confirm receipt of cancellation and non-renewal notices; a notice is not effective until confirmed or until the customer can demonstrate delivery.

Moderandi sends billing and renewal notices to the customer's designated billing contact. The customer is responsible for keeping billing contact details current.

9. Suspension

Moderandi may suspend access to the services, after written notice and any applicable cure period, if: (a) invoices remain unpaid past the cure period in Section 4; (b) the customer's use presents a security risk to the services or other tenants; or (c) suspension is required by law.

During suspension for non-payment, user access to the subscribed services is blocked, but customer data is preserved. Suspension is lifted promptly once the cause is resolved. Suspension does not extend the Contract Term or reduce fees owed.

10. Effect of Termination; Data Export and Deletion

Upon expiration or termination of the subscription:

• The customer may export its data using the platform's standard export capabilities for 30 days after the end date ("Export Window"). Assisted export services beyond standard capabilities may be quoted separately.
• After the Export Window, Moderandi may delete or anonymize customer data in the ordinary course, and in any event will delete it within 90 days after the end date, except for data Moderandi is required to retain by law and routine backups that expire on their normal schedule.

11. Customer Portal (Optional Add-on)

The Moderandi Customer Portal is not included in the standard Admin and Agent subscription. It is available as an optional paid add-on for organizations that want to provide their customers with capabilities such as:

• Account and order visibility
• Delivery status and tracking
• Product catalog access
• Online order placement
• Invoice and payment visibility
• Notifications and customer communications

Customer Portal pricing is quoted separately based on the functionality enabled, expected end-customer usage, transaction volume, and implementation requirements. The Customer Portal requires an active base subscription: it co-terminates with the base subscription and is unavailable while the base subscription is suspended, expired, or terminated.

12. AI Analytics (Optional Add-on)

Moderandi AI Analytics is not included in the standard subscription and is available as an optional paid add-on. AI Analytics may include capabilities such as:

• Natural-language questions about operational data
• Automated business summaries
• Performance and trend analysis
• Sales, delivery, collection, and inventory insights
• Anomaly and exception identification
• Suggested actions and operational recommendations

Pricing may depend on the number of users, enabled AI capabilities, data volume, and AI usage levels. AI Analytics subscriptions may include usage allowances; usage beyond the contracted allowance may be billed at the overage rates stated in the Order Form, or throttled, as specified there.

AI output disclaimer. AI Analytics outputs are generated automatically and provided for informational purposes only. They may be incomplete or inaccurate and do not constitute financial, legal, or professional advice. The customer is responsible for reviewing AI-generated insights and recommendations before acting on them.

13. Other Optional Add-ons and Services

Additional services and capabilities may be purchased separately, including:

• Customer Portal
• AI Analytics
• Advanced integrations
• Custom reports and dashboards
• Data migration and onboarding services
• Custom workflow configuration
• Additional training
• Premium support
• Custom development
• Additional storage or usage capacity

Add-ons may be included in the initial Order Form or added during the Contract Term (prorated and co-terminous per Section 6). One-time services (e.g., data migration, training, custom development) are delivered under the applicable Order Form or Statement of Work and are non-recurring and non-refundable once delivered. Add-on fees are separate from standard Admin and Agent seat pricing unless expressly stated otherwise.

14. Changes to These Billing Terms

Moderandi may update these Billing Terms effective at the start of a renewal period, with written notice at least 60 days before renewal. Updates do not apply retroactively to the Contract Term in progress. If the customer does not accept the updated terms, the customer may prevent renewal under Section 7.

15. Pricing Page Summary

16. Frequently Asked Questions

Can I subscribe month to month?

No. Moderandi subscriptions require a 12-month commitment and are billed annually.

Why is pricing shown per user per month?

The monthly amount represents the equivalent monthly cost of the annual subscription. The total annual amount is billed according to the terms of your Order Form.

What is the minimum subscription?

One Admin seat and one Agent seat for a 12-month term.

Can I cancel at any time?

You may submit a cancellation request at any time, but cancellation becomes effective at the end of the active annual Contract Term. Written notice must be received at least 30 days before renewal to prevent automatic renewal. Fees for the current term remain due and are non-refundable except as required by law.

Can I reduce my number of seats?

Seat reductions take effect at the next annual renewal and require written notice at least 30 days before the renewal date. Additional seats may be added at any time during the term and are prorated to the renewal date.

Will my price change at renewal?

Renewals are billed at then-current pricing unless your Order Form fixes renewal pricing. Moderandi will notify you of any price change at least 60 days before renewal, so you can decide whether to renew.

What happens to my data if I cancel?

You can export your data using the platform's standard export tools for 30 days after your subscription ends. After that window, Moderandi deletes customer data on its standard schedule, except where retention is required by law.

Is the Customer Portal included?

No. The Customer Portal is a separately priced add-on and requires an active base subscription.

Is AI Analytics included?

No. AI Analytics is an optional paid add-on, priced according to the selected capabilities and expected usage. AI-generated insights are informational and should be reviewed before acting on them.

Are implementation services included?

Standard account setup may be included as specified in the applicable proposal or Order Form. Data migration, custom integrations, advanced configuration, training, and custom development are priced separately and are non-refundable once delivered.