Terms of Service

1. Scope and structure of the agreement

These Terms of Service govern the professional services supplied by Siasconset Poker Rooms LLC — audits, verification, sourcing, training, layout design, integrity review and follow-on support. They apply to every engagement unless we have signed a separate master services agreement with you.

The documents that make up an engagement, in descending order of precedence where they conflict:

1. a signed order form or statement of work, including its scope, price and dates;
2. these Terms of Service;
3. our Terms and Conditions, which govern any Goods supplied alongside the Services and website use generally;
4. our written proposal or quotation.

Our Services are supplied on a business-to-business basis to licensed operators, private clubs, tournament organisers, manufacturers and distributors. They are not consumer services.

2. The Services we provide

Any service, deliverable or output not expressly listed in the signed order form is out of scope.

3. How an engagement is formed

1. Briefing call. A free call of roughly forty minutes on your floor plan, traffic and budget. If we do not think the engagement is worth your money, we will say so on that call.
2. Proposal. We issue a written proposal with scope, methodology, price, assumptions, exclusions and indicative dates. Unless stated otherwise it is valid for 30 days.
3. Order form. You sign and return the order form, or send a purchase order that references the proposal.
4. Acceptance. The engagement begins only when we countersign the order form and confirm the dates in writing. Dates are held provisionally for 10 business days pending countersignature.
5. Change control. Any change to scope, dates or deliverables must be agreed in writing and may affect price and timeline.

4. Fees, expenses and invoicing

• Fees are those in the signed order form. Prices published on our website are indicative starting points, exclude taxes, and do not constitute an offer.
• Unless stated otherwise, fees exclude sales, use and value added tax, which is added at the rate in force on the invoice date.
• Travel and subsistence for on-site work are charged at cost, without mark-up, supported by receipts. For engagements beyond 100 miles from our workshop we agree a capped travel budget in advance.
• Consumables destroyed by destructive testing (for example, decks shuffled to failure) are charged at cost where the sample is ours, and are your loss where the sample is yours. Destructive testing is only performed with your written approval.
• Payment terms: 40% on countersignature, 60% on delivery of the report, unless the order form says otherwise. Established account clients may be offered net 30 days.
• Undisputed invoices unpaid after the due date carry interest at 1.5% per month, or the maximum permitted by law if lower, plus reasonable recovery costs.
• We may suspend work, withhold deliverables and pause the re-check entitlement while an undisputed invoice is overdue. We will give 7 days' written notice before suspending.
• Disputed lines must be notified within 10 business days of the invoice date, with reasons. Undisputed lines remain payable on time.

5. Scheduling, rescheduling and cancellation

On-site engagements consume fixed auditor days that we cannot resell at short notice, so the following applies to dates confirmed in writing:

• One reschedule at more than 14 days' notice is free of charge; subsequent reschedules are treated as cancellations under the table above.
• If we cancel or postpone for reasons within our control, we will offer the earliest alternative dates and credit 10% of the affected fee. If no acceptable alternative can be agreed within 60 days, you may cancel that engagement and we will refund sums paid for work not performed.
• Neither party is liable for cancellation caused by an event beyond its reasonable control, as described in section 19.

6. Your responsibilities

Our price and timeline assume that you will, at no cost to us:

• give our auditors safe access to the floor, workshop, storage and cage areas identified in the order form, at the agreed times;
• provide accurate inventories, equipment purchase records, layout drawings and any manufacturer spec sheets you hold;
• make a knowledgeable member of your staff available to answer questions during the on-site period;
• allow us to photograph equipment for the purposes of the report;
• tell us in advance of any hazard, security restriction, licensing condition or confidentiality requirement that applies on your premises;
• obtain any consent needed from your own staff before we observe or assess them, and tell those staff what we will be doing; and
• keep any equipment we ask to be held for sampling available and unaltered until sampling is complete.

If a delay or additional cost arises because these assumptions are not met, we may adjust the timeline and charge our reasonable additional costs and idle auditor time at the day rate in the order form. We will tell you as soon as we become aware.

7. Methodology, sampling and tolerances

• Audits are scored against our published 42-point rubric, unchanged since 2019 so that scores remain comparable over time. Any revision will be published with an effective date, and your report will state the rubric version used.
• Unless the order form says otherwise, the default sample is 50 chips, 10 decks and three tables, drawn at random by us, from the population you present.
• Instrument tolerances are stated in each report. Readings are photographed alongside the instrument that produced them.
• Results describe the samples tested at the time of testing. They are a statistically reasoned indication of the population, not a guarantee about every unit on your floor.
• Live-floor observation reflects the sessions observed. Conditions on other sessions may differ.
• Where a finding depends on information you supplied, the report says so. We do not independently verify your own records unless the order form includes that work.

8. Deliverables and acceptance

• Deliverables are supplied in the formats listed in section 2, in English, by secure electronic delivery to the recipients you nominate.
• Standard turnaround is 7 days for a full room audit, 48 hours for chip verification and 10 days for an integrity review, each measured from the last on-site day, unless the order form states otherwise.
• You have 10 business days from delivery to raise a written objection identifying any factual error or scope omission. Absent such notice, the deliverable is deemed accepted.
• Where we agree that a factual error exists, we correct and reissue the deliverable at our own cost within 10 business days. Correction of factual errors is your exclusive remedy for defects in a deliverable, save for our liability under section 18.
• A disagreement with a professional opinion or a score honestly arrived at is not a factual error. We will, however, re-measure any disputed reading once at our own cost and publish a correction if we were wrong.

9. The 90-day re-check and certificates

• Full room audits include one 90-day re-check at no additional fee, covering re-measurement of the specific items on the fix list that you tell us you have addressed.
• The re-check must be scheduled to take place within 180 days of the report date. After that it lapses unless we agree otherwise in writing.
• Travel and subsistence for the re-check are charged at cost on the same basis as the original engagement.
• Where the re-check confirms that findings have been resolved, we reissue the certificate with an updated date. Certificates state the scope, sample and date of the work and do not certify anything outside that scope.
• Certificates may be displayed on your premises and in your own materials. They may not be altered, cropped so as to change their meaning, or used to imply endorsement of anything we did not examine. We may withdraw a certificate, on written notice with reasons, if it is used misleadingly or if we discover the underlying findings were materially affected by information you withheld.

10. Independence, impartiality and anti-bribery

• We do not accept payment, discount, hospitality or any other benefit in exchange for a score, a ranking position or the suppression of a finding, and we will terminate an engagement immediately if such an inducement is offered.
• No part of any auditor's remuneration depends on the outcome of a review or on your satisfaction with a score.
• We disclose in the report any commercial relationship we have with a manufacturer whose equipment is being reviewed, and any equipment supplied to us free of charge.
• We will tell you before accepting an engagement if we hold a conflict of interest, and we will decline or ring-fence the work as appropriate.
• Both parties will comply with applicable anti-bribery and anti-corruption laws, and neither will offer or accept any improper payment in connection with this agreement.

11. Confidentiality and publication

11.1 Mutual confidentiality

Each party will keep confidential all non-public information disclosed by the other in connection with an engagement, use it only for the purposes of that engagement, and protect it with at least the care it applies to its own confidential information. The obligation continues for 5 years after the engagement ends, and indefinitely for information that is a trade secret.

It does not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or must be disclosed by law or court order — in which case the disclosing party will, where lawful, give prior notice.

11.2 Your data stays yours

Your floor plans, inventories, commercial terms with suppliers, security arrangements and staff assessment records are your confidential information. We do not publish them and we do not disclose them to another client.

11.3 What we may publish

• We may publish measurements and scores relating to equipment models — not to your room — because equipment reviews are our published editorial output.
• We will not identify your room, its address or its staff in a published review without your prior written consent.
• We may use anonymised, aggregated statistics ("rooms audited in 2026 averaged 8.7 on rail condition") without consent.
• We may name you as a client, and use your logo, only with your prior written consent, which you may withdraw on 30 days' notice.

11.4 Personal data

Where an engagement involves personal data — typically dealer assessment records — we act as your processor and process it only on your documented instructions, as described in our Privacy Policy. On request we will enter into a separate data processing agreement.

12. Intellectual property in the work

• We retain ownership of our rubric, methodologies, instruments, templates, checklists, know-how and any tools we use or develop. Nothing in an engagement transfers those rights.
• On full payment of the relevant fees, we grant you a perpetual, worldwide, non-exclusive, non-transferable licence to use, copy and internally distribute the deliverables for your own business purposes, including sharing them with your regulator, insurer, auditors and professional advisers.
• You may not resell the deliverables, publish them in full to the general public, or use extracts in advertising without our written consent, which we do not withhold unreasonably where the extract is accurate and attributed.
• Where a deliverable incorporates your confidential material, that material remains yours.
• We may reuse the general skills, experience and know-how gained during an engagement on other engagements, provided we disclose no confidential information.

13. Personnel, subcontractors and non-solicitation

• We choose which auditors perform an engagement, and we may substitute personnel of equivalent competence. Where the order form names a specific auditor, we will consult you before substituting.
• We may use subcontractors for specialist work, and we remain fully responsible for their acts and omissions and for their confidentiality obligations.
• Our personnel are our employees or contractors. Nothing in an engagement creates a relationship of employment, partnership, agency or joint venture between us and you.
• Neither party will, during an engagement and for 6 months after it ends, solicit for employment any individual of the other who was directly involved in it, without the other's written consent. General advertising not targeted at those individuals is not a breach. Breach entitles the other party to a fee equal to 25% of the individual's first-year total remuneration.

14. Health, safety and conduct on your premises

• Our personnel comply with your reasonable site rules, security procedures and health and safety requirements while on your premises, provided you tell us about them in advance.
• You remain responsible for the safety of your premises and for compliance with the law applicable to them.
• Our auditors will stop work and leave if they reasonably believe there is a serious and imminent risk to their safety. We will tell you why and agree how to proceed; time lost is treated as a delay under section 6.
• Our personnel do not gamble, do not accept tips or gratuities, and do not handle live cash on your floor. Where our auditors deal during a live-floor observation, they do so under your floor supervision and within your own licensing arrangements, which you confirm permit their attendance.

15. Insurance

We maintain, with reputable insurers, commercial general liability insurance and professional indemnity (errors and omissions) insurance appropriate to the Services, each at a level not less than the amount stated in the order form, and we will provide certificates of insurance on reasonable request.

Equipment left in our workshop for bench testing is covered under our care, custody and control cover at replacement value, provided you have declared its value in writing before it is collected. Undeclared items are covered only up to USD 5,000 in aggregate.

16. Our warranties

We warrant that:

• we will perform the Services with the reasonable skill and care to be expected of a competent professional equipment auditor;
• the Services will conform in all material respects to the scope in the signed order form;
• our personnel are competent, trained and adequately supervised for the work assigned; and
• we hold the insurances described in section 15.

These are our only warranties in respect of the Services.

17. What we do not warrant

To the fullest extent permitted by law, and except as stated in section 16, all warranties, conditions and terms implied by statute or common law are excluded. In particular we do not warrant:

• that a report, score or recommendation will produce any particular commercial, financial or regulatory outcome;
• that a regulator, licensing authority, insurer or counterparty will accept our findings;
• that equipment which passed a test will not later fail, or that a manufacturer will not change specification without notice;
• that we will detect every defect, every irregularity or every instance of tampering — our work is sample-based and time-bounded, and it is not a forensic investigation or a guarantee against fraud; or
• the accuracy of information you or a third party supplied to us, which we rely on as given.

Our reports are technical opinions. They are not legal, regulatory, tax, accounting or insurance advice, and they are not a substitute for your own compliance obligations.

18. Limitation of liability

Nothing in this section limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to that:

• Neither party is liable for loss of profit, loss of revenue, loss of business or contracts, loss of anticipated savings, loss of goodwill or reputation, business interruption, loss of licence, regulatory fines or penalties, or any indirect or consequential loss, however arising.
• Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, is limited to the greater of (a) the fees paid by you for that engagement in the 12 months before the event giving rise to the claim, and (b) USD 25,000.
• Where a loss is caused partly by your act or omission, or by information you supplied that was inaccurate or incomplete, our liability is reduced proportionately.
• You must notify us of any claim within 12 months of becoming aware of the circumstances giving rise to it, and in any event within 24 months of the date of the deliverable concerned, after which the claim is barred.
• You agree not to bring a claim in connection with an engagement against any individual employee, officer or subcontractor of ours personally; this does not limit our own liability for their acts.

Each party is responsible for insuring its own risks. The fees have been calculated on the basis of the allocation of risk in this section, and both parties agree that allocation is reasonable.

19. Events outside reasonable control

Neither party is liable for failure or delay in performing its obligations (other than an obligation to pay) caused by an event beyond its reasonable control, including acts of God, severe weather affecting island travel or freight, fire, flood, epidemic or public health restriction, industrial action, war, civil unrest, terrorism, sanctions, cyber-attack on a third-party platform, and failure of public utilities or telecommunications.

The affected party will notify the other as soon as reasonably practicable and use reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate the affected engagement by written notice, and you will pay for work properly performed up to the date of termination.

20. Term, suspension and termination

• An engagement runs from countersignature until the deliverables are accepted and the re-check entitlement has been used or has lapsed.
• Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within 30 days of written notice, or becomes insolvent, enters administration or liquidation, or ceases to carry on business.
• We may terminate immediately if continuing would place us in breach of law, sanctions, a licensing condition or our professional independence rules, or if an improper inducement has been offered.
• You may terminate for convenience on 30 days' written notice, paying for work properly performed to that date plus non-refundable commitments reasonably incurred, and the cancellation charges in section 5 where on-site dates were confirmed.
• On termination we will deliver work in progress in its current state, on payment of the sums due, and return or destroy your confidential material at your election.
• Sections 4, 8, 10, 11, 12, 13, 15, 17, 18, 21 and 22 survive termination.

21. Complaints and dispute escalation

Before either party starts proceedings, the following steps apply, except where urgent injunctive relief is needed or a limitation period is about to expire:

1. Written notice of the dispute to [email protected], setting out the issue, the engagement reference and the outcome sought. We acknowledge within 3 business days.
2. Discussion between the engagement lead and your nominated manager within 10 business days.
3. If unresolved, escalation to our Managing Member and your senior representative within a further 15 business days.
4. If still unresolved after 30 days from the original notice, either party may propose mediation by a mutually acceptable mediator, with the costs of the mediator shared equally.
5. Failing agreement, either party may commence proceedings under section 22.

Work not affected by the dispute continues, and undisputed sums remain payable throughout.

22. Governing law, jurisdiction and general

• Governing law. These Terms of Service and any non-contractual obligation arising from them are governed by the laws of the Commonwealth of Massachusetts, United States, without regard to conflict of law rules.
• Jurisdiction. The state and federal courts sitting in Nantucket County, Massachusetts have exclusive jurisdiction, save that either party may seek injunctive relief in any competent court.
• Entire agreement. The engagement documents listed in section 1 form the entire agreement and supersede all prior discussions.
• Variation. Changes to an engagement must be in writing and signed by both parties. We may amend these Terms of Service prospectively; the version in force at countersignature governs that engagement.
• Assignment. Neither party may assign without the other's written consent, not to be unreasonably withheld, except to a successor of substantially the whole of its business.
• Severability, waiver, notices, language. As set out in section 18 of our Terms and Conditions, which apply equally here.

Questions about these Terms of Service: [email protected], [email protected], +1 (508) 555-0142, or our contact page.