Pilot and Subscription Agreement (template)

Version 0.1.0 (draft) · text fingerprint b3d5cc6da59f

DRAFT: not legal advice, requires review by a Canadian lawyer before use with real customers.

1. Parties

This agreement is between:

• The provider: [KIPNETIC LEGAL NAME] and [SHEERR WEATHER LEGAL NAME], acting together, of [ADDRESS] ("we", "us").
• The group: [GROUP LEGAL NAME], of [ADDRESS] ("you").

[LAWYER: the two provider companies need a written agreement with each other first. It must say who signs, who is responsible to the group, and whether liability is joint or several. Confirm before this template is used.]

The service is called Mauzy Marine. It is a decision-support app and shore dashboard for fishing fleets.

2. Term

The pilot runs for one fishing season, from [START DATE] to [END DATE]. It ends on the end date unless both sides agree in writing to renew.

3. What the software season includes

• The skipper app on phones and tablets.
• A forecast for each boat's grounds.
• The fleet map, visible inside your group only.
• One-tap condition reports (wind, seas, icing, fog, a note).
• Phone-based position and motion, if each person switches it on.
• The shore dashboard for your managers.
• Weekly notes that compare the forecast with what boats actually saw.

Phase 2 hardware is not part of this agreement. See section 19.

4. Onboarding

We will help set up your group, meet your fleet admin and shore manager, and help get the app onto phones and tablets. A meeting at the wharf or your office is part of this. You will give us reasonable access to people and places to do it.

5. Fees and payment

• The fee is [FEE] per [BOAT / FLEET TIER], set out in Schedule A.
• We invoice [INVOICE SCHEDULE]. Payment is due within [PAYMENT DAYS] days.
• Late amounts carry interest of [INTEREST RATE]. Taxes are extra.
• We do not take payment cards in the pilot. Billing is by invoice.

6. What the group does

• Name a fleet admin and a shore manager (Schedule B).
• Invite your people into the group.
• Make sure each harvester reads and accepts their own personal agreements before their data is shared. These include the Location and Sensor Consent and the Data Ownership and Sharing Agreement.
• Use the service under the Terms of Service and Acceptable Use.

7. Service

We will use reasonable efforts to keep the service running and useful. We do not promise it will always be available, on time or correct. It can be wrong, late or down.

The service supports the skipper's own judgment. It sits beside the official Environment and Climate Change Canada marine forecast and warnings. It never replaces them. The skipper makes every decision about whether, when and where to go to sea. Read the Decision-Support and Safety Disclaimer. It is part of this agreement.

The service is not a navigation aid and not a distress or search and rescue system. In an emergency, use VHF channel 16, a distress beacon, or call the Joint Rescue Coordination Centre.

8. Support

Support is by email at [SUPPORT EMAIL] on [SUPPORT DAYS AND HOURS]. We aim to reply within [RESPONSE TIME]. Weekend and at-sea support is not promised.

9. Data

Each harvester owns their data. The Data Ownership and Sharing Agreement says who can see what. The Data Processing Addendum says how we handle personal information for your group. If they conflict with this agreement on data, they win.

10. Confidentiality

Each side keeps the other's non-public information private and uses it only for this pilot. This does not cover information that is public, already known, or that the law makes us share. It lasts [CONFIDENTIALITY YEARS] years after the pilot.

11. Feedback and pilot evaluation

• You agree to share usage and feedback with us, including in a season review.
• We may use what we learn to improve the service.
• Any results we publish or share outside the pilot are de-identified. They do not name a person, a boat or an exact place.

12. Intellectual property

We keep our software, models, designs and marks. You keep your name, marks and the data you own. You get a right to use the service during the term only. Feedback you give may be used by us without payment.

13. Liability and limitation

[LAWYER: confirm every point here, including whether a cap is enforceable for a death or injury claim in NL, and the indemnity in both directions.]

• Neither side is liable for indirect or lost-profit losses.
• Our total liability is limited to [LIABILITY CAP].
• Nothing here limits a liability that the law does not allow to be limited.
• Each side will cover claims caused by its own wrongful acts, as set out in [INDEMNITY TERMS].

14. Insurance

Each party carries [TYPES AND AMOUNTS OF INSURANCE] for the term and gives proof on request.

15. Ending early, exit and export

• Either side can end this agreement on [NOTICE PERIOD] days' written notice, or at once if the other side breaks it and does not fix it within [CURE PERIOD] days.
• On exit, the fleet admin can export the group's shared data. Each harvester can export or delete their own.
• We delete data on the schedule in the Data Retention and Deletion Schedule.
• Fees paid for a period already used are not refunded, unless [REFUND TERMS].

16. Force majeure

Neither side is at fault for a delay or failure caused by things outside its control. Examples are severe weather, power or network outages, a provider outage, or government action. The affected side tells the other as soon as it can.

17. Governing law

This agreement is governed by the laws of Newfoundland and Labrador and the federal laws of Canada that apply there. The courts of Newfoundland and Labrador have authority. [LAWYER: confirm, and advise for parties based in Labrador.]

18. Signatures

[LAWYER: confirm that e-signature is valid for this agreement.]

19. Phase 2 hardware

The sensor kit and any Starlink Mini setup are covered by a separate Hardware and Installation Addendum, signed by the group and each boat owner. Nothing is installed without it.

Schedule A: Fees and dates

Schedule B: Names