SaaS Subscription Agreement

1. Parties and formation

1.1 This Agreement is between Reload IT Ltd, a company registered in England and Wales with company number 10106178 whose registered office is at 124 City Road, London, EC1V 2NX (“Reload IT”, “we”, “us”), and the business entity identified during account registration (“the Customer”, “you”).

1.2 By creating an account, signing an order form, completing checkout, or accessing the MetlSys platform (the “Service”), the Customer agrees to be bound by this Agreement, together with the Privacy Policy, Cookie Policy, Acceptable Use Policy and Data Processing Agreement, each incorporated by reference.

1.3 The Service is provided to businesses only. The individual accepting this Agreement warrants they have authority to bind the Customer, which confirms it is not acting as a consumer.

2. Definitions

2.1 “Service” means the MetlSys multi-tenant SaaS platform for steel and stainless steel stockholders and the engineering businesses they supply, including all modules, features, documentation, integrations, APIs, customer portal, mobile interfaces and updates.

2.2 “Customer Data” means data, documents and content uploaded to or generated within the Service, including mill test certificates (“MTCs”), purchase orders, sales orders, invoices, stock records and customer records.

2.3 “Authorised Users” means the Customer’s employees and contractors permitted to access the Service under its subscription plan.

2.4 “Subscription Term” means the initial subscription period agreed at sign-up (via order form or online checkout) and each renewal period. 2.5 “Fees” means the subscription fees and other charges payable under the plan selected.

3. Licence and right to use

3.1 Subject to payment of the Fees and compliance with this Agreement, Reload IT grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to permit its Authorised Users to access and use the Service during the Subscription Term, solely for the Customer’s internal business operations.

3.2 This is a subscription to a service, not a sale or licence of software code. All rights not expressly granted are reserved by Reload IT.

3.3 The Customer shall not, and shall procure that Authorised Users do not:

• copy, modify, adapt, translate or create derivative works of the Service;
• reverse engineer, decompile or attempt to derive the source code, structure or database schema, except where such restriction is prohibited by law;
• sell, resell, rent, lease, sublicense or make the Service available to any third party, or use it to provide a bureau or outsourcing offering;
• access the Service to build, train or improve a competing product, or permit a competitor to access it;
• remove proprietary notices, or use Reload IT’s or MetlSys’s branding without prior written consent;
• circumvent usage limits, plan entitlements, seat limits or security controls, or share login credentials.

3.4 The Customer is responsible for all activity under its account and its Authorised Users’ credentials, and for keeping those credentials confidential.

4. Intellectual property

4.1 Reload IT and its licensors own and retain all intellectual property rights in the Service, including all software, source code, database structures, algorithms, AI-assisted tooling, reference data, interfaces, designs and documentation.

4.2 If the Customer provides feedback, it assigns to Reload IT all intellectual property rights in that feedback, which Reload IT may use without restriction or compensation.

4.3 Reload IT may collect and use aggregated and anonymised data derived from use of the Service for any purpose, provided it does not identify the Customer or any individual.

4.4 The Customer retains all rights in Customer Data, and grants Reload IT a worldwide, royalty-free licence to host, copy, process, transmit, display and back up Customer Data solely as necessary to provide the Service, support and comply with law.

5. Customer data, retention and compliance records

5.1 The Customer is solely responsible for the accuracy, quality, legality and completeness of Customer Data and its right to upload it.

5.2 Customer Data includes records subject to statutory and industry retention requirements, including:

• EN 10204 mill test certificates and traceability records: retained as required by applicable product, construction-products and customer-contract requirements;
• VAT records, invoices, purchase and sales records: minimum 6 years (HMRC);
• accounting records: per the Companies Act 2006 (minimum 6 years).

5.3 The Service provides tooling to support these retention periods, but legal responsibility for compliance remains with the Customer. Reload IT is not the Customer’s record-keeper of last resort; the Customer should maintain its own export or backup routine.

5.4 Features that extract, analyse and check MTC data against standards (including EN and ASTM) are decision-support tools only. Reload IT does not warrant the accuracy or completeness of any automated extraction, conformance check or analysis, and the Customer remains solely responsible for verifying material conformity, certification and fitness for purpose before relying on, certifying or onward-supplying any material.

5.5 On termination, the Customer has 30 days to export Customer Data (the “Export Window”). After that, Reload IT may delete Customer Data, save records required for its own legal, tax or accounting compliance and backup copies for up to 90 days.

6. Fees, payment and taxes

6.1 Fees are payable in advance, by the payment method agreed at sign-up: card via Stripe where online checkout is offered, or invoice on the payment terms stated in the order form. No free trial is offered unless expressly stated. Fees are non-refundable except where required by law.

6.2 Fees are exclusive of VAT, added at the applicable rate. Reload IT’s VAT number is 242270045.

6.3 Subscriptions renew automatically unless cancelled before the renewal date via billing settings (where available) or by written notice to us. 6.4 Reload IT may change Fees and entitlements on at least 30 days’ notice, effective from the next renewal.

6.5 If payment fails, Reload IT may suspend access until paid, and may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998. 6.6 Downgrades take effect at the next renewal; no pro-rata refunds.

7. Availability, support and changes

7.1 Reload IT will use commercially reasonable efforts to make the Service available, but does not guarantee uninterrupted or error-free operation. The Service may be unavailable during maintenance or events outside Reload IT’s reasonable control.

7.2 Support is provided by email during UK business hours on a reasonable-efforts basis; no specific response or resolution times are guaranteed unless set out in a signed SLA.

7.3 Reload IT may modify, add to or remove features at any time, provided changes do not materially reduce the core functionality of a paid plan during its term.

8. Customer obligations

8.1 The Customer shall comply with this Agreement and the Acceptable Use Policy, ensure Authorised Users comply, keep account information accurate, use the Service only for lawful business purposes, and maintain suitable connectivity, devices and browsers.

8.2 The Customer shall not upload malicious code, attempt unauthorised access to any part of the Service or other tenants’ data, or conduct penetration or load testing without prior written consent.

9. Confidentiality

9.1 Each party shall keep confidential all non-public information disclosed by the other, use it only to perform this Agreement, and protect it with at least reasonable care, excluding information that is public, independently developed, or required to be disclosed by law.

10. Warranties and disclaimers

10.1 Except as expressly stated, the Service is provided “as is” and “as available”. To the maximum extent permitted by law, all other warranties, conditions and terms (including satisfactory quality, fitness for a particular purpose and non-infringement) are excluded.

10.2 Reload IT does not warrant that the Service will meet the Customer’s specific requirements, that outputs (including AI-assisted extraction and conformance results) will be accurate or complete, or that the Service will be compatible with the Customer’s other systems.

11. Limitation of liability

11.1 Nothing limits or excludes liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be excluded.

11.2 Subject to 11.1, Reload IT has no liability for loss of profits, revenue, business, contracts, anticipated savings or goodwill; loss or corruption of data (save for its DPA obligations); business interruption; or any indirect, special or consequential loss.

11.3 Subject to 11.1 and 11.2, Reload IT’s total aggregate liability in any 12-month period shall not exceed the Fees actually paid by the Customer in that period.

11.4 Any claim must be brought within 12 months of the Customer becoming aware, or reasonably ought to have become aware, of the circumstances giving rise to it.

12. Indemnity

12.1 The Customer shall indemnify Reload IT against all losses, damages, costs and expenses arising from: Customer Data (including infringement or breach of law); the Customer’s or its Authorised Users’ breach of this Agreement or the Acceptable Use Policy; any decision, certification or onward supply of material made in reliance on the Service’s outputs; and breach of applicable data protection law for data the Customer controls.

13. Suspension and termination

13.1 Reload IT may suspend access immediately if Fees are overdue, it reasonably suspects a breach, suspension is needed to protect security or integrity, or it is required by law.

13.2 Either party may terminate for material breach not remedied within 14 days of notice, or on insolvency. 13.3 The Customer may cancel at any time via billing settings (where available) or by written notice to us, effective at the end of the current term, with no refund for the remainder.

13.4 On termination all licences end, the Export Window applies, and clauses intended to survive (including 4, 5.3 to 5.5, 9, 10, 11, 12, 15 and 16) survive.

14. Force majeure

14.1 Reload IT is not liable for any failure or delay caused by events beyond its reasonable control, including internet or hosting provider failures, power failures, industrial action, epidemics, governmental action or denial-of-service attacks.

15. General

15.1 Reload IT may assign, novate or subcontract this Agreement (including on a sale of its business). The Customer may not assign without prior written consent.

15.2 Reload IT may update this Agreement by posting the revised version and giving reasonable notice of material changes. Continued use after the effective date constitutes acceptance; if the Customer objects to a material change, its sole remedy is to cancel before the next renewal.

15.3 This Agreement, with the documents incorporated by reference, is the entire agreement between the parties. 15.4 Notices to Reload IT must be sent to info@metlsys.com and the registered office.

16. Governing law and jurisdiction

16.1 This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes) are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.