TAKT Trial Agreement (Level 1 build)

Version 191d51ec1180

Effective: 4 October 2026.

Provider: ABX DEVELOPMENT LLP, registered in Scotland (United Kingdom) under number SO301872. This agreement supplements the Terms of Service, the Non-Disclosure Agreement and the Data Processing Agreement. It governs the trial procedure; the DPA governs personal data and the NDA confidentiality.

1. Trial licence. The Provider grants the Client a temporary, non-exclusive licence to download, copy and run the trial build solely for the agreed evaluation on the hardware recorded in the measurement passport. The Client may involve personnel and contractors bound by confidentiality duties and is responsible for them. Production use, distribution and use to provide services to third parties are not permitted during the trial. While a timely decline or a challenge is pending, the licence continues only for the verification the procedure requires. Acceptance replaces this licence with the paid licence under clause 8 of the Terms of Service; a final valid decline ends it.

2. Price. The price is the price of the Level 1 offer shown in the dashboard when the trial starts. It follows from the Provider's measurement under the measurement passport, which the Client has seen before the trial. The Client's own measurements do not change the price; they decide only whether the Client accepts or declines the build.

3. Acceptance protocol. Trials are offered only for offers whose measurement passport identifies, before the trial starts, the measurement tool and its version (by checksum), the workload, the hardware (CPU model), the metric (by default the wall-clock time of the full representative workload, such as a complete backtest, training or parameter-sweep run), its aggregation, the threshold and the run protocol. The Client proposes the metric and the threshold; the metric may, for example, be a tail percentile of the processing time of a latency-sensitive path. Both parties must agree and record the metric, its aggregation and the threshold in the passport before the trial starts or any balance hold or escrow deposit is made. For the default metric, the default threshold is B/C ≥ 1.10, where B is the baseline and C the trial build: a speed-up of 10 per cent, or a time reduction of about 9.09 per cent, unless the parties agree and record a different threshold in the passport. The functional-equivalence requirements are those of the passport. The trial metric may differ from the Provider's pricing metric only where both are stated before the trial starts; in that case the passport also states, before any balance hold or escrow deposit, the speed-up of the trial build in the trial metric as measured by the Provider, next to the speed-up on which the price is based.

4. Security. The price is secured in one of two ways, as the order states:

4.1. Balance hold: the price is held on the Client's balance for the trial and cannot be used for other charges; or

4.2. Escrow: only under a transaction schedule accepted before the deposit by the Client, the Provider and, where its obligations are affected, the escrow agent. The schedule identifies the agent, its service terms, the fees, the currency, the inspection and dispute deadlines, the release instructions, the dispute procedure and any arbitration seat and rules, and makes them compatible with this agreement. Nothing in this agreement changes the agent's obligations without its agreement. Without such a schedule escrow is not available and no escrow deposit is requested.

5. Trial period. Fourteen calendar days from the moment the trial build is made available in the dashboard; the dashboard records the start and the deadline. A failure on the Provider's side that materially prevents the agreed evaluation extends the deadline by the affected period or, if it cannot reasonably be remedied, allows the Client to cancel the trial with release of the security.

6. Acceptance. The build is accepted when:

6.1. the Client accepts it in the dashboard; or

6.2. the deadline passes without a timely decline under clause 7, or a refusal under clause 8 becomes final.

A timely decline suspends deemed acceptance while it is reviewed and during the correction and challenge periods of clause 8, and a challenge suspends it until its outcome; the security stays held and is not payment during that time. Eligibility for deemed acceptance is checked against the current trial status when settlement is committed; a pending decline or challenge is not settled automatically. On acceptance the held price is charged (or released to the Provider under the escrow schedule) and the licence under clause 8 of the Terms of Service applies.

7. Decline. The Client may decline before the deadline if the agreed threshold or the functional-equivalence requirements are not met. The decline is made in the dashboard and must include the measurement tool's complete, unedited record of all trial runs made up to the decline, including failed and interrupted runs, as numbered and recorded by the tool. Deliberate omission or alteration is not permitted. If a failure of the build or of the tool prevents a complete record, the Client submits the records available with a description sufficient to investigate the failure. If the dashboard is unavailable, the Client may notify [email protected] before the deadline and provide the record by a channel the Provider arranges; the notice then counts as a timely decline. The timeliness of an email notice is determined by its receipt at that address, not by the time it is recorded. The Provider settles deemed acceptance only after it has reviewed the notices received at that address up to the deadline; if a charge nevertheless occurs before a timely notice is recorded, the Provider reverses the charge and restores the security pending review, and the charge does not make the decline late. A timely decline is not refused solely for an omission caused by the Provider's build, tool or service. The Provider checks the record against its own run of the same build on the same input; instruction counts and integrity checks are supporting evidence, and the agreed protocol decides the outcome. The Provider confirms or refuses the decline, with reasons, within five business days.

8. Refusal and challenge. If the Provider refuses a decline, the Client may, within ten calendar days of the refusal, submit a corrected record or challenge the refusal in the dashboard; otherwise the refusal becomes final. A challenge is followed by a referee measurement: the Provider runs the protocol on hardware with the CPU model of the passport (or, if that model is not available, the nearest architecture fixed in the passport before the trial) and gives the Client the complete logs. The referee measurement is evidence and does not by itself finally determine a contested decline: while the Client maintains a timely challenge, the security stays held until the parties agree the outcome or a binding expert determination, court decision or escrow decision authorises settlement, and the Provider records that basis before directing a charge or a release. If the parties still disagree, the measurement dispute may be referred to an independent expert agreed by the parties, who discloses any conflict, gives each party the opportunity to address the material evidence and gives a reasoned written determination limited to the agreed measurement issues; the determination binds the parties within that remit, subject to fraud, manifest error and any review that cannot be excluded by law. If no expert is appointed within ten calendar days of a written request, either party may refer the dispute to the courts of Scotland. Reasonable costs of the expert may be allocated by the expert in the light of the outcome; the Provider's own review and referee measurement are at its cost. Under an escrow schedule, its dispute and release procedure applies instead, and any referee acting as an arbitrator acts under the rules and seat it specifies.

9. After a valid decline.

9.1. The held price is released (or returned under the escrow schedule).

9.2. Within five days the Client deletes all copies of the trial build and confirms the deletion in the dashboard. The Client acquires no paid licence to the build.

9.3. Use of the build outside the trial licence, or after it has ended without a paid licence, is unauthorised. The Provider may seek that the use stop and compensation or other remedies available under applicable law; the price of the offer may be evidence of the value of the relevant licence, but no fixed additional charge becomes due under this clause, and there is no double recovery for the same loss. Payment of damages grants no continuing licence. On reasonable grounds to suspect unauthorised use, the Provider may request a proportionate written statement of use; this gives no general access to the Client's systems.

10. Confidentiality. The NDA applies to the trial build, including its permission for agreed testing and its exceptions required by law. The Provider records the checksum (SHA-256) of the trial build against the order; the checksum identifies the delivered file and does not by itself prove how or by whom it was used.

11. Limits. One trial per offer. The Provider may limit the number of trials per client and per crate.

12. Law. Clause 11 of the Terms of Service applies.