Enterprise Procurement Guide

This Enterprise Procurement Guide ("Guide") helps enterprise buyers evaluate, procure, and administer MiseCentral Services. It summarizes commercial and operational practices and points to binding Agreement documents. If this Guide conflicts with the Agreement, the Agreement controls.

Contact: legal@misecentral.com · sales@misecentral.com

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1. Overview

MiseCentral provides a hosted enterprise hospitality operations platform with Adaptive Operational Intelligence, work execution, scheduling, operational state, audit history, and governed integrations. Enterprise procurement typically follows:

1. Evaluation (trial or pilot) 2. Commercial scoping (plan, seats, facilities, services) 3. Agreement execution (MSA + Order Form + DPA + SLA) 4. Optional Professional Services (SOW) 5. Provisioning and go-live 6. Ongoing renewal and account governance

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2. Contract Stack

Conflict priority: Order Form → SOW → MSA → SLA → DPA → policies.

Self-serve purchases use the SaaS Subscription Agreement instead of the MSA but share aligned substantive positions.

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3. Licensing Model

3.1. Seat-Based Licensing. Subscriptions are licensed by seat. Each seat supports one assigned Authorized User (plus governance for pending invitations).

3.2. Plans. Standard, Professional, Enterprise, and Custom plans define feature entitlements. Hospitality business profiles adapt terminology and navigation; they do not independently grant capabilities.

3.3. Platform Administration. Customer administrators manage users, roles, facilities, integrations, MFA policy, and billing contacts within Customer's organization.

3.4. Partners. Implementation or managed-service partners may assist under Partner agreements and Customer delegation, using Partner Support Mode without user impersonation.

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4. Commercial Paths

4.1 Self-Serve

• Online checkout with card on file
• Governed by SaaS Subscription Agreement
• Order Form populated from checkout confirmation

4.2 Enterprise Invoicing / PO

• MSA + executed Order Form
• Invoice billing with stated net terms
• PO reference on Order Form when required
• Activation via enterprise provisioning (not forced through self-serve checkout)
• Subscription status: enterprise invoiced with full access while in good standing

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5. Data Ownership and AI Advisory

5.1. Customer Data. Customer owns Customer Data. MiseCentral receives a limited license to host and process data to provide the Services.

5.2. Operational Recommendations. Company Brain and Operational Intelligence outputs are advisory. Customer remains responsible for food safety, quality, traceability, workforce, and regulatory decisions in its facilities.

5.3. No Unauthorized Training. MiseCentral does not train foundation models on Customer Data for unrelated customers without documented authorization.

5.4. Operational Evidence. Audit history and evidence artifacts support accountability and review; they do not replace Customer's compliance programs.

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6. Security and Access Practices

6.1. Support Mode. MiseCentral support uses ticket-bound, audited, temporary access—not impersonation of Customer users.

6.2. MFA. Organizations may mandate MFA for users; Support Mode staff comply with MFA requirements.

6.3. Integrations. Customer approves Connected Services, API Clients, Service Accounts, and Connected Devices.

6.4. Export and Migration. Export tools and optional Implementation Services support migration; downgrade or cancellation does not alone authorize data deletion.

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7. Billing and Lifecycle Summary

Detailed rules: Billing Policy, Refund Policy, Renewal Policy, Trial Terms.

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8. Service Levels

• Monthly Availability Target: 99.9%
• Remedy: Service credits (exclusive for availability failures)
• Chronic failure: Termination right after repeated sub-95% months per SLA
• Enterprise Order Forms may specify custom SLA attachments

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9. Liability Framework (Summary)

• Mutual exclusion of consequential damages
• General cap: fees paid or payable in twelve (12) months preceding the claim
• Uncapped carve-outs: payment, confidentiality (as specified), IP indemnity, fraud, gross negligence, willful misconduct
• Enterprise super-cap negotiable via Order Form
• SLA credits are exclusive availability remedy

Full terms are in the MSA or SaaS Subscription Agreement.

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10. Procurement Checklist

Vendor Information

Typical Order Form Fields

• Customer legal entity and address
• Plan and seat count
• Subscription term and renewal
• Fees and invoice terms
• PO requirements
• Billing and administrator contacts
• Optional SOW reference
• Optional negotiated super-cap or custom SLA

Security and Privacy Package (available on request)

• Data Processing Addendum
• Security and privacy documentation describing platform controls
• Subprocessor information per DPA

Insurance (summary)

MiseCentral maintains commercially appropriate insurance coverage for its operations. Specific certificates and limits are provided upon enterprise request during contracting.

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11. Implementation and Success

11.1. Optional Implementation Services cover configuration, migration assistance, training, and go-live support under an SOW.

11.2. Customer designates an executive sponsor, administrator, and billing contact.

11.3. Customer success and support channels are available through in-product support and documented escalation paths.

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12. Renewal and Expansion

12.1. Seat expansions and plan upgrades may be processed via Order Form amendment or approved change request.

12.2. Renewal pricing notice provided per Renewal Policy.

12.3. Multi-facility and multi-brand deployments may be scoped on the Order Form or SOW.

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13. Document Versions

Current publication-ready drafts are Version 1.0, effective August 1, 2026. Document IDs: LEGAL-COM-001 through LEGAL-COM-012 in the Commercial library.

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MiseCentral LLC 8 The Green, Suite A, Dover, DE 19901 legal@misecentral.com