Subscription terms

Contents
  1. 1. Definitions and Interpretation
  2. 2. Application
  3. 3. Free Calculations
  4. 4. Counting of Calculations
  5. 5. Plans and Add-Ons
  6. 6. Orders
  7. 7. Fees
  8. 8. Payment
  9. 9. Taxes
  10. 10. Subscription Term and Automatic Renewal
  11. 11. Cancellation
  12. 12. Refunds
  13. 13. Price Changes
  14. 14. Upgrades and Downgrades
  15. 15. Failed Payments, Suspension and Lapse
  16. 16. Chargebacks
  17. 17. Seats and Authorised Users under Corporate Plans
  18. 18. Usage Limits
  19. 19. Changes Affecting an Existing Plan
  20. 20. Third-Party Reference Data
  21. 21. Sanctions and Payments
  22. 22. Resellers
  23. 23. Survival

Version 24 September 2026

These Subscription Terms are issued by Pallarium, a prototype service run before incorporation by its founder (the "Company"). They form part of, and are incorporated into, the Master Terms of Service. They govern Free Calculations, Plans, Orders, Fees, billing, automatic renewal, cancellation, refunds, price changes, taxes and non-payment.

IMPORTANT NOTICE. A PLAN RENEWS AUTOMATICALLY AT THE END OF EACH BILLING PERIOD, AND THE PAYMENT METHOD ON FILE IS CHARGED ON EACH RENEWAL DATE, UNTIL THE PLAN IS CANCELLED IN ACCORDANCE WITH SECTION 11. FEES ARE NON-REFUNDABLE EXCEPT AS STATED IN SECTION 12.

1. Definitions and Interpretation

1.1 Capitalised terms used but not defined in these Subscription Terms have the meanings given in the Master Terms of Service. In these Subscription Terms:

(a) "Add-On" means a Calculator, a feature or an allowance that may be added to a Plan for an additional Fee.

(b) "Billing Period" means the period for which Fees are charged in advance under a Plan, being one calendar month or, where offered and selected at Checkout, one year, commencing on the date of the Order and on each Renewal Date.

(c) "Calculation" means the use of one Calculator in respect of one Well by or under one Account during one Calculation Window.

(d) "Calculation Window" means the period of 30 consecutive days commencing at the moment at which a Result of a Calculator in respect of a Well is first displayed or first used to generate a Document under an Account.

(e) "Chargeback" means any reversal, dispute, retrieval request or recall of a payment initiated by the Customer, the issuer of the Payment Method or any bank or payment network.

(f) "Checkout" means the ordering process of the Service by which a Plan or an Add-On is selected, the Payment Method is provided and the Order is placed.

(g) "Corporate Plan" means a Plan under which Seats are made available to more than one Authorised User of the same Customer.

(h) "Free Calculation" means a Calculation made available without charge under Section 3.

(i) "Individual Plan" means a Plan made available to one Authorised User.

(j) "Master Terms of Service" means the master terms of service of the Company published on the Site, as amended from time to time.

(k) "Payment Method" means a payment card, bank account or other means of payment accepted by the Company or the Payment Provider and provided by the Customer.

(l) "Payment Provider" means the payment provider named at checkout, or any other payment service provider engaged by the Company from time to time to process payments.

(m) "Plans Page" means the page of the Site that describes the Plans and Add-Ons.

(n) "Renewal Date" means the first day of each Billing Period after the first.

(o) "Result" means any Output of a Calculator for which an Account is required, including any indicative size, any ranking with its supporting detail, and any Document.

(p) "Seat" means the right of one named individual to access the Service as an Authorised User under a Corporate Plan.

(q) "Subscription Term" means the period from the date of an Order until the effective date of the cancellation or termination of the Plan, including every renewal.

(r) "Taxes" means all sales, use, value added, goods and services, consumption, digital services, excise, withholding and other taxes, duties, levies and governmental charges of any kind, other than taxes imposed on the net income of the Company.

1.2 Section 1.2 of the Master Terms of Service applies to these Subscription Terms.

1.3 Section 3.9 of the Master Terms of Service applies to these Subscription Terms and to every Order placed before the incorporation of Pallarium.

2. Application

2.1 Commencement of charging. These Subscription Terms apply to every Plan, Add-On, Order, Free Calculation and Fee. For so long as the Site states that the Service, or a part of it, is provided free of charge, no Fee is payable for that part of the Service and no Payment Method is requested for it.

2.2 Indicative prices. The prices, Plans, Add-Ons, Seat packages and other terms described on the Plans Page before they are offered at Checkout are indicative only. They do not constitute an offer capable of acceptance and do not bind the Company to offer any Plan or Add-On at any price or at all. A price becomes binding only when it is presented at Checkout and accepted by an Order.

2.3 Precedence. In respect of the matters listed in the introductory paragraph and the counting of Calculations, these Subscription Terms prevail over the Master Terms of Service, subject to Section 2.3 of the Master Terms of Service. An Order prevails over these Subscription Terms solely as to the Plan, the quantities, the price and the Billing Period stated in it.

3. Free Calculations

3.1 Allowance. Each Account, upon being opened, is entitled to 5 Free Calculations, unless a different number is stated on the Site at the time the Account is opened.

3.2 Nature. Free Calculations have no cash value, are not transferable between Accounts, cannot be exchanged, sold or credited against any Fee, and do not accumulate.

3.3 One allowance per person. Each natural person is entitled to one allowance of Free Calculations only, regardless of the number of Accounts, electronic mail addresses or Customers concerned. The Company may limit the number of allowances available to the Authorised Users of one Customer or of its Affiliates. The Company may determine whether Accounts are held by or for the same natural person or the same Customer on the basis of the information provided under Section 4.4 of the Master Terms of Service, the Account Data and the Activity Records of the Accounts concerned, by the means described in the Privacy Policy, and may require any Authorised User to confirm his or her identity and the Customer for which he or she acts as a condition of any Free Calculation.

3.4 Abuse. Where the Company reasonably believes that any Account has been opened, or any Well has been identified, renamed or altered, for the purpose of obtaining Free Calculations in excess of the allowance, the Company may, without notice or liability, cancel all Free Calculations of the Accounts concerned, merge or close those Accounts, and require a Plan as a condition of further access.

3.5 Variation. The Company may at any time vary, limit, suspend or withdraw the allowance of Free Calculations, with effect for the future. A Calculation Window that has already commenced is not affected by any such variation.

3.6 No payment method. The Company does not request a Payment Method for the use of Free Calculations.

4. Counting of Calculations

4.1 Commencement. A Calculation commences at the beginning of its Calculation Window.

4.2 Same Well, same Calculator. During a Calculation Window, every further use of the same Calculator in respect of the same Well under the same Account, including any change of Input Data that does not change the identity of the Well, forms part of the same Calculation.

4.3 New Calculations. Each of the following constitutes a separate Calculation: (a) the use of a different Calculator in respect of the same Well; (b) the use of the same Calculator in respect of a different Well; (c) the use of the same Calculator in respect of the same Well after the expiry of the Calculation Window; and (d) the use of the same Calculator in respect of the same Well under a different Account.

4.4 Identity of a Well.

(a) A Well selected from the Well Library and used with the values of its entry is identified by that entry. Where the Customer replaces any value of the entry with a value of its own, the Well is a Well described by the Customer.

(b) A Well described by the Customer, whether its values are entered or read from a Loaded File, is identified by its Well Reference.

(c) A change of the name given to a Well described by the Customer, or of any parameter that the Service designates as identifying the Well, produces a different Well Reference, and the use is then treated as relating to a different Well. A change of any other Input Data does not change the Well Reference.

(d) The Service transmits the Well Reference to the Company for the purpose of counting Calculations and records it in the Activity Records of the Account. The name and the parameters from which the Well Reference is computed are transmitted to the Company only as part of a Saved Calculation.

(e) Where the Company reasonably determines that a Well Reference has been produced, or a Well renamed or altered, for the purpose of obtaining Free Calculations in excess of the allowance or Calculations in excess of the limits of a Plan, Section 3.4 applies.

4.5 Suppliers and Documents. The identification of Suppliers for, and the generation of Documents from, a Calculation form part of that Calculation.

4.6 Records. The Service displays in the Account the Calculations used and the Free Calculations remaining. The Company's records of Calculations are conclusive in the absence of manifest error. Any objection to a record of Calculations shall be notified to the Company within 30 days after the Calculation concerned commenced, failing which the record is final.

5. Plans and Add-Ons

5.1 Plans. The Company may offer (a) Individual Plans, comprising one Calculator as the base of the Plan, to which other Calculators may be added as Add-Ons; and (b) Corporate Plans, comprising a number of Seats. The Calculators, Add-Ons, Seat packages, allowances, prices and Billing Periods available at any time are those presented at Checkout.

5.2 Entitlement. A Plan entitles the Authorised Users covered by it to use the Calculators and functions included in the Plan, as stated at Checkout, during the Subscription Term, subject to the Master Terms of Service, to these Subscription Terms and to any usage limits stated at Checkout or in the Account.

5.3 Directories. The Company may make the Directories available with or without a Plan, and may make access to them conditional on an Account or a Plan at any time.

5.4 Interface for other systems. No interface for the exchange of data with other systems is offered unless and until it is presented at Checkout. Any description of such an interface on the Site is indicative only.

5.5 Changes to Plans. The Company may at any time change the Plans, Add-Ons and Seat packages that it offers for new Orders. Section 19 governs changes affecting an existing Plan.

6. Orders

6.1 Disclosure at Checkout. Before the Customer provides a Payment Method, Checkout presents the Plan and any Add-On, the price, the Taxes to the extent then determinable, the Billing Period, the fact that the Plan renews automatically at the end of each Billing Period until cancelled, the date and amount of the first charge, and the means of cancellation.

6.2 Consent. The Customer places an Order by ticking the box by which it expressly accepts these Subscription Terms, including the automatic renewal of the Plan and the recurring charging of the Payment Method, and by completing Checkout. The individual placing the Order represents that he or she is authorised to do so on behalf of the Customer.

6.3 Acceptance by the Company. An Order is accepted when the Company sends a confirmation to the electronic mail address of the Account. The confirmation states the Plan, the price, the Billing Period, the automatic renewal and the means of cancellation. The Company may decline any Order without giving reasons, including under Section 21 of the Master Terms of Service.

6.4 Records. The Company records, in respect of each Order, the Version of these Subscription Terms accepted, the date and time of acceptance, the Plan, the price and the Billing Period, and retains that record for 3 years after the end of the Subscription Term, or for such longer period as Applicable Law requires.

6.5 Pricing errors. Where a price presented at Checkout is manifestly erroneous, the Company may cancel the Order, refund any amount charged under it, and offer the Plan at the correct price.

6.6 Promotions. Any discount, credit or promotional price applies only on the terms stated when it is offered, may not be combined with any other promotion unless so stated, and ends at the time stated, after which the price then in force applies.

6.7 No conversion without consent. No free access, Free Calculation or evaluation of any paid feature is converted into a paid Plan unless the Customer has provided a Payment Method and placed an Order in accordance with Section 6.2.

7. Fees

7.1 Amount. The Fees for a Plan and for each Add-On are those presented at Checkout and confirmed under Section 6.3, as varied in accordance with Section 13.

7.2 Currency. Fees are stated and payable in United States dollars unless Checkout states another currency. All currency conversion costs, bank charges and fees of the Customer's payment institution are borne by the Customer.

7.3 Charging in advance. Fees are charged in advance for each Billing Period, on the date of the Order and on each Renewal Date.

7.4 Non-cancellable commitments. Payment obligations for a Billing Period that has commenced are non-cancellable, and Fees paid are non-refundable, save as expressly provided in Section 12.

7.5 Use not required. Fees are payable for the Plan whether or not the Service is used during the Billing Period. Non-use of the Service does not cancel a Plan.

8. Payment

8.1 Payment Provider. Payments are processed by the Payment Provider. The Customer may be required to accept the terms of the Payment Provider. Payment Method details are collected and held by the Payment Provider and are not stored by the Company, save for such limited identifying details as the Payment Provider makes available to it. The Company is not responsible for any act or omission of the Payment Provider or of any bank or payment network.

8.2 Authorisation. By placing an Order, the Customer authorises the Company and the Payment Provider to charge the Payment Method for the Fees and Taxes on the date of the Order and on each Renewal Date, without further authorisation, until the Plan is cancelled or terminated. The Customer authorises the Payment Provider to obtain updated Payment Method details from the issuer or the payment network where such a service is available.

8.3 Valid Payment Method. The Customer shall maintain a valid Payment Method for the duration of the Subscription Term and shall keep its billing information current, complete and accurate.

8.4 Invoiced Corporate Plans. Where the Company agrees in writing to invoice a Corporate Plan, invoices are issued in advance for each Billing Period and are payable within 30 days of the invoice date. The due date is not extended by any purchase order, supplier registration, vendor portal, reissued invoice or other procedure of the Customer.

8.5 Late payment. Any amount not paid when due bears interest from the due date until the date of payment at the rate of one per cent (1%) per month or the maximum rate permitted by Applicable Law, whichever is lower. The Customer shall reimburse the Company for all costs of collection, including reasonable attorneys' fees, collection agency fees, returned-payment fees and fees charged by the Payment Provider.

8.6 Billing disputes. The Customer shall notify the Company in writing of any disputed charge or invoice, stating the amount and the grounds of the dispute, within 30 days after the date of the charge or invoice, failing which the charge or invoice is final and accepted. The Customer shall pay every undisputed amount when due.

8.7 No set-off. The Customer shall pay all Fees without any set-off, counterclaim, deduction or withholding, save as required by Applicable Law and subject to Section 9.3.

9. Taxes

9.1 Exclusive of Taxes. All Fees are exclusive of Taxes. The Customer shall pay all Taxes applicable to the Fees and to the Service, other than taxes imposed on the net income of the Company.

9.2 Collection. Where the Company is required by Applicable Law to collect or pay any Tax, the Company adds that Tax to the Fees and the Customer shall pay it, unless the Customer provides a valid exemption certificate or tax registration number that relieves the Company of that requirement. The Customer shall provide its legal name, address and any tax registration number requested at Checkout, and is responsible for the accuracy of that information and for any Tax, interest or penalty arising from its inaccuracy. Where a reverse-charge or self-assessment mechanism applies, the Customer shall account for the Tax concerned.

9.3 Withholding. Where Applicable Law requires the Customer to withhold or deduct any Tax from any payment to the Company, the Customer shall increase the payment so that the Company receives, after the withholding or deduction, the full amount that it would have received had no withholding or deduction been required, and shall provide the Company with official evidence of payment of the amount withheld or deducted.

10. Subscription Term and Automatic Renewal

10.1 Automatic renewal. A Plan, together with every Add-On, renews automatically at the end of each Billing Period for a further Billing Period of the same length, at the price then in force for the Plan and the Add-Ons, and the Payment Method is charged on each Renewal Date, until the Plan is cancelled under Section 11 or terminated under the Master Terms of Service.

10.2 Renewal reminder. Where a Billing Period is one year, the Company sends to the electronic mail address of the Account or of the administrator, not less than 30 days before the Renewal Date, a notice stating the Renewal Date, the amount to be charged and the means of cancellation.

10.3 Confirmation. The Company sends a receipt to the electronic mail address of the Account or of the administrator after each charge.

11. Cancellation

11.1 Means. The Customer may cancel a Plan or any Add-On at any time, without giving reasons, by means of the cancellation function in the Account, or by notice to hello@pallarium.com from the electronic mail address of the Account or of the administrator.

11.2 Effect. Cancellation takes effect at the end of the Billing Period in which it is made. Until then the Plan continues, and no further charge is made after it. No part of the Fees for the Billing Period in which the cancellation is made is refunded, save as provided in Section 12.

11.3 Confirmation. The Company sends a confirmation of each cancellation to the electronic mail address of the Account or of the administrator.

11.4 After the end of a Plan. Upon the end of a Plan for any reason, the Account continues without the Plan, and access to Calculators and functions that require a Plan ends. For 30 days after the end of the Plan, every Saved Calculation made under the Plan remains available for retrieval by means of the Account functions. After that period, the Company may delete every Saved Calculation made under the Plan, unless a Plan that includes the relevant Calculator is again in force. Section 12.9 of the Master Terms of Service and the Data Processing Addendum apply. This Section 11.4 does not apply where the Plan ends under Section 21 or Section 32.4 of the Master Terms of Service or under the Sanctions and Export Compliance Policy.

12. Refunds

12.1 General rule. Fees are non-refundable, and no refund or credit is given for any partial Billing Period, any unused Calculation, any unused Seat, any downgrade, any period of suspension or any period of non-use, save as provided in Section 12.2.

12.2 Exceptions. The Company refunds:

(a) any charge made in duplicate, or made after the effective date of a cancellation, in full;

(b) where the Company withdraws, during a paid Billing Period, a Calculator included in the Plan, the Fees for that Calculator attributable to the unexpired part of that Billing Period, calculated pro rata by days, or, at the Customer's election, a credit of the same amount against any other Plan;

(c) where the Company terminates a paid Plan for convenience under Section 32.3 of the Master Terms of Service, or the Customer terminates it under Section 32.5 of the Master Terms of Service, the Fees prepaid for the period after the termination takes effect, calculated pro rata by days;

(d) where the Company withdraws any part of the Service under Section 26.1(c) of the Master Terms of Service, the Fees provided for in that Section; and

(e) any amount that Applicable Law requires to be refunded and that cannot be excluded by agreement.

12.3 Manner. Refunds are made to the Payment Method by which the Fees were paid, or, where that is not possible, by such other means as the Company determines, and are made net of any amount that the Customer owes to the Company. Section 21.7 of the Master Terms of Service applies to refunds prohibited by Sanctions.

12.4 Termination for cause. No refund is due where the Company suspends or terminates the Service under Section 21, Section 30 or Section 32.4 of the Master Terms of Service.

13. Price Changes

13.1 Notice. The Company may change the price of any Plan or Add-On. The Company gives not less than 30 days' notice of any increase in the price of a running Plan or Add-On, by electronic mail to the address of the Account or of the administrator.

13.2 Effect. The new price applies from the first Renewal Date falling after the end of the notice period. The Customer may cancel the Plan or the Add-On under Section 11 before that Renewal Date, in which case the new price is not charged.

13.3 Reductions. A reduction of price applies from the first Renewal Date after it is published, unless the Company states otherwise.

13.4 Taxes. A change in the Fees payable that results solely from a change in Taxes, or in the rate or basis of any Tax, takes effect when the change in Taxes takes effect and is not a price change under this Section 13.

14. Upgrades and Downgrades

14.1 Upgrades. The addition of an Add-On, the addition of Seats or a change to a higher Plan takes effect immediately. The Fees for the addition or change are charged immediately for the unexpired part of the current Billing Period, calculated pro rata by days, and in full from the next Renewal Date.

14.2 Downgrades. The removal of an Add-On, the reduction of Seats or a change to a lower Plan takes effect at the next Renewal Date. No refund or credit is given for the current Billing Period.

14.3 Consequences of a downgrade. Upon a downgrade taking effect, access to the Calculators and functions removed ends, and Section 11.4 applies to the Saved Calculations relating to them as if the Plan had ended in respect of those Calculators. The Customer shall retrieve any Output or Document that it wishes to keep before the downgrade takes effect.

15. Failed Payments, Suspension and Lapse

15.1 Failed charge. If any charge to the Payment Method fails, the Company notifies the Customer by electronic mail and may attempt the charge again.

15.2 Suspension. If the amount due has not been paid within 14 days after the first failed charge, or after the due date of an invoice, the Company may suspend access to every Calculator and function that requires a Plan, and may suspend the Account.

15.3 Lapse. If the amount due has not been paid within 60 days after the first failed charge, or after the due date of an invoice, the Company may cancel the Plan by notice, and every amount owed remains due.

15.4 Restoration. Upon payment in full of all amounts due, including interest and costs under Section 8.5, the Company restores access within a reasonable time. A Plan cancelled under Section 15.3 is restored only by a new Order.

15.5 No refund. Fees continue to accrue during any suspension under this Section 15, and no refund or credit is given for the period of suspension.

16. Chargebacks

16.1 Prior contact. Before initiating any Chargeback, the Customer shall notify the Company of the dispute in accordance with Section 8.6 and allow the Company not less than 30 days to resolve it.

16.2 Consequences. A Chargeback initiated in breach of Section 16.1, or in respect of any amount properly charged, constitutes a material breach of the Agreement. Upon any Chargeback, the Company may immediately suspend the Account and every Plan of the Customer until the Chargeback is resolved, and may terminate the Agreement.

16.3 Costs. The Customer shall reimburse the Company for every amount reversed by a Chargeback that is found to have been properly charged, together with all fees, penalties and costs imposed on the Company by the Payment Provider, any bank or any payment network in connection with the Chargeback.

16.4 Evidence. The Customer authorises the Company to provide to the Payment Provider, any bank and any payment network the records of the Order, of the Customer's acceptance of these Subscription Terms, of the Calculations used and of the use of the Service, for the purpose of contesting any Chargeback.

17. Seats and Authorised Users under Corporate Plans

17.1 Named individuals. Each Seat is assigned to one named individual, who holds an Account. A Seat shall not be shared by more than one individual and shall not be used concurrently from more than one device by different individuals.

17.2 Reassignment. A Seat may be reassigned from one individual to another not more than once in any Billing Period, and on the permanent departure of the individual to whom it is assigned.

17.3 Administrator. The Customer's administrator manages the assignment of Seats. The Customer is responsible for every Authorised User holding a Seat and for all use made under every Seat.

17.4 Excess use. Where the number of individuals using the Service under a Corporate Plan exceeds the number of Seats, the Company may charge for the additional Seats at the price then in force from the date on which the excess began, and may suspend the excess use.

18. Usage Limits

18.1 The Company may state, at Checkout or in the Account, limits on the number of Calculations, Documents, Saved Calculations, Loaded Files or other use included in a Plan. The Company may throttle, queue or decline any use that exceeds those limits, or that in the Company's opinion is abnormal, automated or abusive, and may charge for use beyond any stated limit at the rate stated at Checkout.

19. Changes Affecting an Existing Plan

19.1 Changes to Calculators. The Company may change the criteria, data, functions, presentation and Documents of any Calculator at any time. Such a change is not a withdrawal of the Calculator and gives rise to no refund.

19.2 Withdrawal of a Calculator. The Company may withdraw a Calculator included in a running Plan upon not less than 30 days' notice by electronic mail, or with immediate effect where the withdrawal is required by Applicable Law, by Sanctions, by the withdrawal of any Third-Party Data or by a risk to the security of the Service. Section 12.2(b) applies.

19.3 Changes to these Subscription Terms. Section 31 of the Master Terms of Service applies to any new Version of these Subscription Terms. A new Version that materially and adversely affects a running Plan takes effect from the first Renewal Date falling after the end of the notice period provided for in Section 31.3 of the Master Terms of Service, and the Customer may cancel the Plan under Section 11 before that Renewal Date.

20. Third-Party Reference Data

20.1 The Fees are charged for the Service. No Fee is charged for any Third-Party Data. The Customer is informed, before any Fee is paid, that certain Third-Party Data incorporated in the Service may be obtained from its publisher free of charge, including the euro foreign exchange reference rates published by the European Central Bank, and that values converted or otherwise derived from such data by the Service are values of the Company under Section 16.3 of the Master Terms of Service.

21. Sanctions and Payments

21.1 The Company does not accept payment from, or make payment to, any Restricted Person, or any payment made through any financial institution or Payment Method that would cause any Company Party to breach Sanctions. The Company may refuse, return or hold any such payment, and Section 21.7 of the Master Terms of Service applies.

22. Resellers

22.1 Where the Customer acquires a Plan through a reseller or other intermediary authorised by the Company, the price, payment and refund terms are those agreed between the Customer and that intermediary, and the Company has no obligation to the Customer in respect of them. The Master Terms of Service and these Subscription Terms otherwise govern the Customer's use of the Service.

23. Survival

23.1 Sections 7.4, 8.5, 8.6, 8.7, 9, 12, 15.3, 15.5 and 16 survive the cancellation or termination of any Plan and of the Agreement, together with every other provision that by its nature is intended to survive.

23.2 Communications concerning these Subscription Terms: Pallarium, hello@pallarium.com.