Terms and Conditions of Service

Effective date: May 1, 2024

1. Identification and scope

These terms govern access to and use of the Florida Submeters websites and platform, including floridasubmeters.com and its dashboard, operated by MF Center, LLC, a company registered in Florida doing business as Florida Submeters (“FSM”). Contact: [email protected].

The “Customer” is the building owner or the condominium property manager who contracts the subscription. A “Unit User” is the tenant, owner or other person authorized to view information or make payments for a unit. “Users” means both groups.

A representative who contracts on behalf of an entity represents that they are authorized to bind it. Access by a Unit User does not make them a subscriber or place the Customer’s commercial obligations on them.

2. Acceptance and separate agreements

By accepting these terms during registration or contracting and by using the service, the User agrees to comply with them. The terms are available for review before acceptance. If you do not accept them, do not create an account or use the features subject to them.

A separate contract with the Customer may set additional conditions. In case of conflict, that contract prevails with respect to the matters it expressly governs and the parties who sign it, without altering non-waivable rights or, by itself, imposing obligations on third parties. The Privacy Policy explains how data is handled; specific authorizations for payments or communications are obtained separately where applicable.

3. Software service

FSM provides software to view and manage submetering data, readings, billing, accounting records and online payments, according to the features and services contracted. FSM is not, by that activity alone, the water or electricity provider, nor does it replace the owner or manager in managing the property.

The Customer is responsible for configuring, approving and correcting rates, charges, allocations, invoices and adjustments, and for verifying that its billing instructions are authorized and comply with the rules that apply to the property. While an invoice remains unpaid, the Customer may delete it and issue a new one. The availability of a software feature does not constitute legal authorization to apply a charge.

The Customer must provide accurate data, maintain adequate authorizations and report changes in occupancy, management and access permissions. Unit Users should contact the Customer with claims about rates, balances, consumption allocation or refunds of charges. Technical faults in the platform may be reported to FSM.

FSM provides the service mainly in Florida, and its recommendations on how the service works are based on that state’s rules. Some counties have their own rules, so each Customer is responsible for verifying that it complies with the laws that apply to its property. The service may also be used outside Florida, in which case FSM’s recommendations may not apply. FSM is not responsible for the Customer’s compliance with state or county laws. Its recommendations are for guidance only and do not constitute legal advice.

4. Accounts and permitted use

Each User must protect their credentials, keep their contact details up to date and report unauthorized access. Users may only access the properties and units for which they are authorized.

It is not permitted to fraudulently tamper with readings or records, access other people’s information without authorization, interfere with the service, introduce malicious code or use the platform for unlawful purposes. Administrators must promptly remove permissions that are no longer appropriate.

5. Customer subscription

The subscription is billed monthly, in an amount based on the number of contracted units and the per-unit price accepted by the Customer when contracting or set out in its contract, in U.S. dollars. Applicable taxes are added where required.

The first billing month begins when contracting is completed. The subscription renews automatically every month until the Customer cancels it. By contracting, the Customer authorizes the corresponding amount to be charged monthly through the authorized third-party payment gateway that FSM uses.

The Customer may change the number of units or cancel the subscription from its account on the platform. Changes in the number of units are reflected proportionally in billing. Cancellation takes effect at the end of the current billing month, and the Customer keeps access until then.

FSM will notify the Customer by email of any price change at least 30 days in advance. The new price will apply from the first billing month that begins after that date; if the Customer does not agree, it may cancel beforehand.

Refunds apply only to the subscription. If the Customer is not satisfied with the service, it may request a refund for the current month.

If a subscription charge cannot be collected, FSM will notify the Customer by email. If the amount remains unpaid 15 days after that notice, FSM may suspend the Customer’s access to the platform until it is settled, in accordance with section 13.

These terms are separate from those that apply to paying utility invoices to the Customer.

6. Payments by Unit Users

The platform facilitates payments to the Customer through an authorized third-party payment gateway. Depending on how the service is configured, funds are directed to the Customer and settled into the account the Customer maintains with the payment gateway and, from there, into its bank account. FSM does not receive, hold or retain the funds from utility invoices and does not act as a financial intermediary for those funds.

If the Customer contracts the billing management service, an FSM agent may administer, on the Customer’s behalf and solely for that purpose, a bank account held in the Customer’s name. From that account, the agent manages collections from the units, pays the main utility provider and reviews the necessary transactions, without carrying out any other operations. The funds remain in the Customer’s account. FSM provides the Customer with a monthly reconciliation and pays the main provider before each invoice is due, provided the account has sufficient funds. FSM and the Customer are jointly responsible for this management, under the terms of the separate contract. FSM bears late fees caused by its agent’s errors, but not those resulting from insufficient funds in the account.

FSM does not directly charge Unit Users fees for paying their submetered utilities. Card payments may include a processing fee, which is shown before the payment is confirmed and is not revenue for FSM. Any applicable charge by the Customer or the payment gateway must be permitted and shown before the payment is authorized.

Except as provided for the billing management service, the Customer is responsible for the amounts it configures, reconciling its collections and handling refunds and claims related to its invoices. Transactions are also subject to the terms of banks and the payment gateway. A status shown on the platform does not replace the payment gateway’s final settlement confirmation; certain transactions may be declined or reversed.

FSM does not guarantee settlement times or the performance of third parties. Issues should be handled according to their source: the Customer handles those relating to its charges and refunds; the payment gateway, those relating to processing; and FSM, technical faults attributable to its platform. This allocation does not exclude liabilities that legally belong to each party.

Deleting an account does not extinguish a valid obligation to the Customer. If the platform offers automatic payments, the Unit User may cancel them at any time from their account, including when closing it.

7. Analog meters and plumbing installation

FSM may provide information so that the Customer can buy analog meters with pulse output directly from third parties, or may act as an intermediary in their purchase. The documentation for each transaction must identify the seller and the applicable warranties.

Plumbing installation is performed by a duly licensed plumber hired directly by the Customer. FSM may provide contacts or coordination, but does not thereby assume the performance, technical direction or warranty of the plumbing work. Claims for that work belong to the responsible installer, without excluding obligations of FSM that cannot be legally limited or that it has expressly assumed.

8. Digital pulse readers

Obligations regarding the supply, ownership, configuration, maintenance, warranty, repair and replacement of digital readers are set out in the separate contract with each Customer.

FSM replaces at no cost, while the service is active, any digital pulse reader that has an electronic failure, including battery depletion. An electronic failure means a malfunction of the reader that is not caused by impacts or other physical damage, water, tampering, external power surges or theft. FSM detects these failures through equipment monitoring or when the Customer reports them by email, and coordinates the replacement.

Apart from that replacement, if the contract does not establish a specific obligation of FSM regarding the reader, FSM assumes no additional contractual commitment of warranty, maintenance, repair or free replacement. This provision is subject to any applicable legal obligations and to express warranties validly given; it is not intended for contractual silence alone to eliminate non-waivable rights.

FSM performs the contracted configuration and connectivity using equipment and parameters that comply with the radio regulations applicable to unlicensed bands. Coverage and continuity may be affected by obstacles, interference, power supply, third-party networks and other site conditions.

9. Connectivity gateways

FSM may provide gateways, the devices that receive the readers’ signals and send them to the platform, usually with no upfront charge. Gateways remain the property of FSM, which lends them to the Customer for the duration of the service. The Customer must keep them with reasonable care and return them within 30 days after the service ends; otherwise, FSM may charge their replacement cost.

In case of theft of or physical damage to a gateway, FSM may apply a replacement charge to the Customer equal to the equipment’s replacement cost plus labor and shipping. Before making the charge, it will communicate the affected equipment, the reason and the amount, which will be invoiced separately from the subscription. This clause does not make the Customer liable for damage attributable to FSM.

10. Readings, alerts and availability

Readings depend on the meter, reader, configuration and data transmission. Delays, interruptions or discrepancies requiring review may occur. The Customer must review the information before issuing or correcting invoices.

The platform does not estimate consumption. If no new reading is received in a period, the invoice shows zero consumption and any applicable fixed charges; this does not mean there was no consumption: the pending consumption is included in the next invoice that has a reading. The Customer may correct manually entered readings until they have been invoiced. Errors detected afterwards are adjusted in the next invoice, which may result in a credit balance.

If the contracted service includes consumption or possible-leak alerts, they are auxiliary tools and do not guarantee that all leaks will be detected or that damage will be prevented. They do not replace inspections, maintenance or emergency response. The responsible User or Customer must verify and address any issues.

Unless specifically committed in writing, FSM does not offer a quantified level of availability or round-the-clock emergency support. Support is provided by email at [email protected], Monday to Friday from 9:00 a.m. to 5:00 p.m. Eastern Time, and FSM responds within a reasonable time.

11. Software and data

FSM and its licensors retain their rights in their software, trademarks and materials. During the term of the service, a limited permission to use them is granted in accordance with these terms.

The Customer retains whatever rights it lawfully holds in the information it provides, subject to the rights of the individuals concerned. It authorizes FSM to process that information to the extent necessary to provide, maintain and protect the service and to comply with applicable obligations, in accordance with the Privacy Policy. This authorization does not grant an unlimited right to sell data or use it for purposes unrelated to the service.

12. Account closure and retention

Customers and Unit Users may delete their account from the platform settings. Closing access is distinct from cancelling the subscription and from retaining records related to the property.

After the User deletes the account, FSM retains the relevant records for two years from that deletion, for accounting and traceability purposes. These records may include, depending on the activity and data available, invoices, transactions, readings, change history, technical logs and associated contact details. This does not mean that all of those categories exist or are retained in full in every case.

Authorized FSM personnel and the Customer with current authorization over its Unit Users’ records may access the retained information for authorized purposes, in accordance with the Privacy Policy. Closure does not indefinitely preserve the permissions of an administrator who has lost authority over a property.

13. Suspension and liability

FSM may restrict access in case of unlawful use, unauthorized access or security threats and, with respect to the Customer’s subscription, for breach of the agreed payment terms. Where reasonable, it will give notice of the reason and allow it to be remedied. Suspending the software does not authorize interrupting the supply of water or electricity.

Each party will be liable for its obligations in accordance with the law and the applicable contract. No provision is intended to exclude fraud, willful misconduct or other liabilities that cannot legally be excluded. Limitations regarding third parties and equipment do not automatically eliminate liability for FSM’s own actions.

To the extent permitted by law, FSM’s total liability to the Customer arising from the service is limited to the amounts the Customer paid FSM during the three months before the event giving rise to it. This limitation does not apply to fraud or willful misconduct or to liabilities that cannot legally be limited.

14. Changes and contact

FSM will communicate material changes before they take effect through an appropriate channel and will request new acceptance where applicable. Changes will not be used to retroactively alter rights already acquired.

Questions and communications about these terms: [email protected].