Auxano Terms of Service

These Terms of Service are an agreement between Auxano and the Company that signs up. The Owner accepts them for the Company by ticking "I agree" at signup, or when asked to accept a new version.

Definitions used below

• Auxano: Auxano and the software, websites and services it provides.
• Company: the business that signs up for Auxano. It is the customer of Auxano.
• Owner: the Company's owner account in Auxano.
• Authorized User: anyone the Company lets use its Auxano account: employees, managers, headquarters staff, branch staff, subcontractors.
• Unit: the Company's headquarters or one of its branches.
• End Customer: the Company's own customers (the people it serves, quotes, bills and messages through Auxano).
• Records: everything the Company or its Authorized Users put into or create in Auxano: customers, jobs, invoices, payments, refunds, credits, vendor bills, timesheets, tips, photos, videos, messages and logs.

1. What Auxano is, and what it is not

1.1 Auxano provides software. Auxano is not a party to any agreement or transaction between the Company and its End Customers, employees, subcontractors or vendors.

1.2 Auxano does not hold the Company's money.

• Card and bank payments are processed by third-party payment processors (for example Stripe) under their own terms. The Company is the merchant of record.
• Auxano may collect its own platform fee on payments, as described in its pricing.

1.3 Auxano does not decide refunds, cancellations, write-offs, wages or taxes for the Company. The app offers tools and defaults (for example "refund" is pre-selected when a branch closes). Every decision made with those tools is the Company's decision.

1.4 Auxano does not give legal, tax, accounting, payroll or employment advice. Guides, help text, defaults and checklists in the app are general information about how the software works.

2. The Company's users and permissions

2.1 The Company decides who its Authorized Users are and what each may do, including sensitive permissions such as "Manage branches", refunds, write-offs, payroll and messaging.

2.2 Everything an Authorized User does in Auxano is done on the Company's behalf and binds the Company. That includes confirmations, typed names used as signatures, reasons given, and approvals.

2.3 The Company is responsible for any misuse of the permissions it grants, including the permission to pause, close or delete a branch. It is equally responsible for misuse of the Owner's approval.

2.4 The Company must keep its users' sign-in details secure. It must remove access promptly when someone leaves or should no longer act for it. Auxano may rely on any action taken through the Company's signed-in accounts.

3. Branches: pausing, closing, deleting, and billing

3.1 Pausing (Deactivated). A paused branch:

• starts no new work
• stops automatic charges to End Customers (membership billing and recurring visits)
• remains readable
• still lets money already owed be settled

Pausing can be undone. A paused branch is billed by Auxano exactly like an active one.

3.2 Closing.

• Closing takes at least 14 days and a checklist: exports, people, vans and equipment, End Customers' future work and notices, and money.
• A branch stays in Closing, billed as normal, until every item is complete and the final close is approved.
• Closing can be canceled until it is finished.
• Auxano's checklist counts what is open in the software. It does not confirm that the Company has met its legal obligations. Those include notices, refunds, final pay, taxes and record keeping, and they remain the Company's.

3.3 Final close.

• It requires the closer's confirmations, the typed branch name, the closer's typed full name, a reason, a fresh password check, and the Owner's approval. If the closer is the Owner, the Owner's own confirmation is that approval.
• A closed branch can never be reopened.
• Nothing closes automatically.

3.4 Deleting.

• Only a branch with no records at all, that has never appeared on an Auxano bill, can be deleted.
• Every other branch must go through closing.
• Records never move from one branch to another, or to headquarters.

3.5 Billing for branches.

• Each branch is billed for its state during the billed month, for the full month (no part months). That holds for active, paused and closing branches alike.
• Billing for a branch stops from the month after it is closed.
• A branch that was archived before branch states existed starts billing again from the first full month after the Company is told.

3.6 Company leaving Auxano. Only the Owner can close the Company's account. The same steps, the same minimum of 14 days and the Owner's approval apply to the whole Company, headquarters and every branch together, plus two Company steps: downloading its legal copy and disconnecting its connected services.

• Until the Owner approves, the account stays in its leaving state, is billed as normal, and the Owner may cancel.
• Closing the account is final. It cannot be reopened.
• After it closes, the Owner has 60 days to download its Records (the "export window"). The account is read-only during that time, and no one else in the Company can sign in.
• Auxano bills the month in which the account closes in full, and nothing after it. The export window is not billed.
• Auxano will send the Owner reminders before deletion (for example 30, 7 and 1 day before), by email and in the app. A missed reminder does not extend the export window.
• Cancelling outside services connected to the account (for example accounting software or a card processor) is the Company's responsibility; Auxano only disconnects them from Auxano.

4. Refunds, deposits and prepaid services

4.1 The Company alone is responsible for refunds to its End Customers. That includes deposits and prepaid services (such as prepaid membership time) for work that will not be done. Refunds must follow the law and the Company's own policies and promises.

4.2 When a branch closes, Auxano lists the deposits and prepaid amounts it can identify, and pre-selects a refund.

• Keeping any of that money requires the Company to give a reason and to confirm that it takes responsibility for keeping it. Auxano records that decision.
• Auxano's list may not be complete. The Company must review its own obligations.

4.3 Some laws require refunds of prepaid services when a location closes (for example, certain health-club and membership laws).

• The Company must check the rules that apply to it before choosing to keep any prepaid money.
• Money the Company owes but cannot return, for example because an End Customer can't be reached, may be subject to unclaimed-property (escheat) laws. Those obligations are the Company's.

4.4 Write-offs, voids and stock write-offs in Auxano are bookkeeping entries in the software. Their accounting and tax treatment is the Company's responsibility.

5. Payments, refunds and card disputes

5.1 The Company is responsible for all refunds, chargebacks, card disputes, reversals, fees and negative balances on its payments. That applies during and after a branch is paused or closed, and after the Company leaves Auxano.

5.2 Disputes or refund requests that arrive after a branch is closed are routed to the Owner. The Company must answer them within the payment processor's deadlines.

5.3 If Auxano is made to pay or absorb any amount that is the Company's responsibility, the Company must repay Auxano promptly. This includes a dispute or negative balance a payment processor charges to Auxano as the platform.

• Auxano may recover the amount from fees owed to it, from the Company's payment method on file, or by invoice.
• The Company should keep a valid payment method on file until all dispute windows have closed.

(Note for the lawyer: who bears these losses depends on the Stripe Connect account type Auxano uses. With Standard accounts it is usually the Company. With Express or Custom accounts it can be the platform. Please align 5.1–5.3 with the actual setup.)

5.4 Card pricing. If the Company sets a card price, its invoices show a bank price and a card price. The Company is responsible for following the laws and card-network rules that apply to its business about card pricing, surcharges and cash discounts. Auxano automatically returns the card price to End Customers who pay with a debit or prepaid card.

(Note for the lawyer: the card price is the Company's choice, at most 3%, shown as a second total on each invoice. Please confirm the wording, and whether it should be framed as a surcharge or as a cash discount.)

5.5 Late fees. The Company may set late fees on its invoices. The Company alone decides whether to charge them, how much, how often, and whether there is a maximum. The Company is responsible for:

• telling its End Customers about its late fees before they apply, including in its own terms and conditions;
• following the laws of its state and any other laws that apply to late fees, interest and collections; and
• any late fee charged through Auxano, and any claim about it.

Auxano calculates and adds late fees only as the Company sets them, and prints them on the invoices they apply to. Auxano does not check whether a late fee is allowed where the Company or its End Customers are. Auxano may switch off late fees for a Company that it believes is misusing them. Section 10 covers late fees as well.

(Note for the lawyer: the Company signs for its late fee with a typed name and an acknowledgment each time it turns one on or changes it; each version is kept with who signed, when and from which device. A fee applies only to invoices sent with it printed on them. There is no cap from Auxano; the Company may set its own.)

6. Messages to End Customers

6.1 Messages sent through Auxano on the Company's behalf are the Company's messages. That includes closing notices, appointment and invoice reminders, receipts, review requests and marketing.

• The Company is responsible for their content and accuracy.
• The Company is responsible for having the consent and opt-outs the law requires (for example TCPA, CAN-SPAM and state laws).

6.2 When a branch closes, Auxano offers one standard message, which the Company may edit, and logs each send.

• Auxano does not guarantee delivery.
• The Company must tell End Customers by other means where a message cannot be delivered or no contact details exist.

7. Records, retention and export

7.1 The Company owns its Records. It can export them at any time while it is a customer of Auxano.

7.2 The Company is responsible for keeping whatever records the law requires (tax, payroll, employment, consumer and financial records) for as long as the law requires, including after a branch closes or the Company leaves. The Company should keep its own copies; Auxano is not its legal record-keeper.

7.3 While the Company remains a customer:

• Money records of a closed branch are kept read-only for about seven years. That covers invoices with their lines, payments, refunds, credits, vendor bills, purchase orders, timesheets, job time, tips, contractor (1099) and sales-tax data, and signed estimates.
• The closed branch's End Customer records are kept read-only and may be anonymized after that period.
• Job photos and videos of a closed branch are deleted after a warning and a chance to download them. Files attached to signatures or legal documents are kept: signed contracts, vendor bills, employee documents and subcontractor documents.

7.4 When the Company leaves Auxano, all of its Records are deleted after the 60-day export window: its data, files, photos, videos and documents, and every login used only for the Company. Downloading them first is the Company's responsibility. Auxano keeps only:

• its closure records (section 8), and
• its own billing records with the Company: Auxano's invoices and credits to the Company, and monthly totals of Auxano's fees on the Company's card payments, with the Company's name. These are Auxano's own tax and accounting records.

Deleted data may remain in Auxano's backups for a limited time until those backups expire. (Lawyer: state the backup retention period, and confirm what billing records Auxano must keep and for how long.)

7.5 The Company is responsible for answering its End Customers' and employees' privacy requests (such as access or deletion requests) under the laws that apply to it. Auxano will provide reasonable tools to help.

8. Auxano's own records of closings

8.1 When a branch is closed, or the Company leaves, Auxano records:

• who did it and their position at the time
• their typed name and the reason given
• the exact confirmations they accepted
• the account, time, IP address and device used
• the Owner's approval

8.2 Auxano keeps these records as its own business records, including after the Company leaves, to show what was authorized and by whom. It may use them to resolve disputes and to meet its legal obligations. (Lawyer: tie this to Auxano's privacy notice and data-retention schedule.)

9. People and payroll

9.1 Auxano calculates hours and gross pay from the Company's data. Auxano is not a payroll provider. It does not withhold or pay taxes, file returns or pay wages.

9.2 When people are switched off, for example when a branch closes, final paychecks, accrued leave, notices and other employment obligations are the Company's. State deadlines for final pay can be very short.

9.3 Switching someone off in Auxano only removes their access to Auxano. It is not a termination of employment, or of any contract.

10. The Company's promise to cover Auxano (indemnity)

The Company will defend and hold Auxano harmless against claims, losses and costs (including reasonable legal fees) arising from:

• the Company's refund, cancellation, write-off, retention and closing decisions, including any decision to keep prepaid money
• messages sent on its behalf
• its treatment of End Customers, employees, subcontractors and vendors
• payments, refunds and disputes on its account
• its card prices and late fees (5.4 and 5.5)
• misuse of its accounts or of permissions it granted

(Lawyer: scope and caps to be set alongside the general limitation-of-liability clause.)

11. Limits on Auxano's liability

To the extent the law allows:

• Auxano is not liable for the Company's business decisions made with Auxano's tools, or for their consequences.
• Auxano is not liable for indirect or consequential losses.
• Auxano's total liability is limited as set out in the main terms. (Lawyer: set the cap, for example fees paid in the last 12 months.)

12. Changes

Auxano may update these terms. Every version is numbered, dated and kept readable at /terms.

• For an important change, the Owner is asked to accept the new version on their next visit before continuing to use Auxano. Until then the Owner can still download the Company's Records.
• A small fix (for example a wording correction) is announced with a notice in the app. Continuing to use Auxano after that notice means accepting it.

(Lawyer: confirm notice period and consent mechanics.)