Close WP-0004/WP-0005 with alpha/beta legal-review deferral

Maintainer decision (2026-07-29): full specialist legal review of the
TRSL/CUA is postponed until the framework moves out of beta, given
limited legal/commercial exposure during build/alpha. WP-0004-T10 and
WP-0005-T10 synthesize their jurisdiction research into adopted alpha/beta
working defaults (governing law -> arbitration at a neutral seat,
liability cap, data protection minimal-collection practice, and the
Enforcement Network's fee mechanics) rather than full resolution, and are
accepted on that basis. Propagates the decision to the License/CUA V1C1
Appendix A tables and status banners, SCOPE.md, CONTRIBUTING.md, the
WP-0008-T05 go-live gate, and README.md.
This commit is contained in:
tegwick 2026-07-29 20:46:49 +02:00
parent 4d2e1e5153
commit d07c77f40a
11 changed files with 190 additions and 30 deletions

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@ -12,8 +12,8 @@
>
> Before any candidate of this Agreement can become an official **Version 1.0** template:
>
> 1. it must pass specialist legal review in every jurisdiction where it will be used;
> 2. every item listed in **Appendix A — Candidate Notes** below must be resolved or explicitly and knowingly accepted by the Licensor;
> 1. it must pass specialist legal review in every jurisdiction where it will be used; **not yet done — explicitly deferred until the framework moves out of beta** (maintainer decision, 2026-07-29, shared with the License's deferral; see `history/260729-TRSL-Jurisdiction-Synthesis.md` §3 for what this deferral does and does not mean);
> 2. every item listed in **Appendix A — Candidate Notes** below must be resolved or explicitly and knowingly accepted by the Licensor; **partially done** — items 1 (governing law), 3 (liability cap), and 5 (data protection) have alpha/beta working defaults adopted 2026-07-29, item 4 (indemnification) remains deliberately unresolved, remaining items open;
> 3. a human maintainer must explicitly accept it, per `CONTRIBUTING.md`'s human-decision-gate policy.
>
> Bracketed placeholders (e.g. `[Customer Legal Name]`, `[Governing Law/Venue]`) are normal template blanks to be filled in per deployment; they are distinct from the substantive open items tracked in Appendix A.
@ -110,7 +110,7 @@ Each party shall protect the other's Confidential Information disclosed under th
## 11. Data Protection
Where Customer is an individual, sole proprietor, or otherwise within the scope of applicable data-protection law (e.g., the EU/UK GDPR) with respect to information processed under this Agreement, the parties shall enter into any data-processing terms required by applicable law before such processing begins. [Candidate note: this section is a placeholder acknowledging the obligation exists; it does not contain operative data-processing terms (processor obligations, sub-processor rules, international transfer mechanisms). Flagged in Appendix A item 5 as requiring dedicated legal drafting, likely as a separate Data Processing Addendum rather than inline text.]
Where Customer is an individual, sole proprietor, or otherwise within the scope of applicable data-protection law (e.g., the EU/UK GDPR) with respect to information processed under this Agreement, the parties shall enter into any data-processing terms required by applicable law before such processing begins. [Candidate note: this section is a placeholder acknowledging the obligation exists; it does not contain operative data-processing terms (processor obligations, sub-processor rules, international transfer mechanisms). Adopted for alpha/beta 2026-07-29: no Data Processing Addendum is drafted yet; instead, as an operating practice (not a clause), each Phase's Commercial Use Agreement is to minimize data collection to what it strictly requires (billing contact, payment reference) and avoid processing anything that would trigger PIPL's stricter pathways or DPDPA Significant-Data-Fiduciary obligations. Flagged in Appendix A item 5 as requiring dedicated legal drafting, likely as a separate Data Processing Addendum, before full production use.]
## 12. Warranty Disclaimer
@ -122,7 +122,7 @@ THE SOFTWARE IS PROVIDED UNDER THE LICENSE, INCLUDING ITS WARRANTY DISCLAIMER (L
## 14. Limitation of Liability
EXCEPT FOR BREACH OF SECTION 10 (CONFIDENTIALITY) OR AMOUNTS OWED UNDER SECTION 3 (FEES), NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. [Candidate note: the fees-paid-in-12-months cap is a common commercial-contract default, not verified against the specific jurisdictions in scope — flagged in Appendix A item 3.]
EXCEPT FOR BREACH OF SECTION 10 (CONFIDENTIALITY) OR AMOUNTS OWED UNDER SECTION 3 (FEES), NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. [Candidate note: the fees-paid-in-12-months cap is a common commercial-contract default, not verified against the specific jurisdictions in scope. Adopted for alpha/beta 2026-07-29: kept unchanged, drafted prominently and proportionately to the actual Exhibit A Fee per the cross-jurisdiction drafting principle in `history/260729-TRSL-Jurisdiction-Synthesis.md` §2; full jurisdiction-by-jurisdiction confirmation (Germany/UK/Australia's three different tests) remains deferred to post-beta legal review, given expected pilot-stage exposure is itself small — flagged in Appendix A item 3.]
## 15. Assignment
@ -138,7 +138,7 @@ In the event of conflict, the following order of precedence governs: (1) the app
## 18. Governing Law and Venue
[To be specified per deployment; see Appendix A item 1 — this is the same open jurisdiction-selection question as License §11.1, and the two should be resolved together, not independently, since a Phase's License and Commercial Use Agreement should ordinarily share a governing law.]
[Adopted for alpha/beta 2026-07-29, shared with License §11.1: disputes arising under this Agreement shall be resolved by binding arbitration, seated at a neutral, arbitration-mature venue (Singapore or London are the two candidates concretely supported by current research), rather than by litigation in a national court. The specific arbitral institution and substantive governing law remain a per-deployment blank pending the Licensor entity's own jurisdiction. See Appendix A item 1 and `history/260729-TRSL-Jurisdiction-Synthesis.md` §2.]
## 19. Miscellaneous
@ -191,11 +191,11 @@ This appendix is not part of the operative agreement text. It tracks what must b
| # | Section | Item | Status | Notes |
|---|---|---|---|---|
| 1 | §18 | Governing law and venue selection | **[LEGAL, OPEN]** | Should be resolved jointly with License §11.1 Appendix A item 6. All 9 of `workplans/TREV-WP-0004-global-jurisdiction-research.md`'s T01T09 are now done; only T10 (synthesis) remains. **T09 revises the China finding from T06**: rather than a China-specific litigation rider, arbitration is likely more promising — China has enforced the New York Convention since 1986 (arbitral awards travel via a ~172-state regime with limited refusal grounds) but has ratified no foreign-judgment convention, leaving court-judgment enforcement to patchy bilateral treaties and evolving reciprocity. See `history/260729-TRSL-GlobalChoiceOfLaw-Strategy.md`. |
| 1 | §18 | Governing law and venue selection | **[ADOPTED FOR ALPHA/BETA 2026-07-29]** — arbitration at a neutral seat, shared with License §11.1 Appendix A item 6; institution/substantive law still **[LEGAL, OPEN]** | `workplans/TREV-WP-0004-global-jurisdiction-research.md` finished (T01T10). **T09 revises the China finding from T06**: rather than a China-specific litigation rider, arbitration is more promising — China has enforced the New York Convention since 1986 (arbitral awards travel via a ~172-state regime with limited refusal grounds) but has ratified no foreign-judgment convention, leaving court-judgment enforcement to patchy bilateral treaties and evolving reciprocity; this generalizes globally. **T10 synthesis adopts arbitration (Singapore or London seat candidates) as the alpha/beta default** per §18 above. See `history/260729-TRSL-Jurisdiction-Synthesis.md` §2. |
| 2 | §6 | Audit rights scope, frequency, and cost allocation | **[LEGAL]** | Drafted from common convention, not dedicated research; no WP-0001 task covered commercial-audit norms. |
| 3 | §14 | Liability cap methodology (fees-paid-in-12-months) | **[LEGAL]** — elevated priority | Common default, now confirmed to face **direct, default-case scrutiny in the UK (UCTA reasonableness) and, most significantly, Australia**, where the November 2023-expanded Unfair Contract Terms regime covers standard-form contracts with any business under 100 employees/$10M turnover by default — i.e., most realistic Customers, not an edge case. Germany's Transparenzgebot, UK's UCTA, and Australia's UCT regime converge on the same drafting fix: make the cap prominent and proportionate to the actual Exhibit A Fee, not flat boilerplate. See `history/260729-TRSL-Jurisdiction-AsiaPacific.md` §1. |
| 3 | §14 | Liability cap methodology (fees-paid-in-12-months) | **[ADOPTED FOR ALPHA/BETA 2026-07-29]** — kept unchanged; jurisdiction-by-jurisdiction confirmation still **[LEGAL, OPEN]**, elevated priority | Common default, now confirmed to face **direct, default-case scrutiny in the UK (UCTA reasonableness) and, most significantly, Australia**, where the November 2023-expanded Unfair Contract Terms regime covers standard-form contracts with any business under 100 employees/$10M turnover by default — i.e., most realistic Customers, not an edge case. Germany's Transparenzgebot, UK's UCTA, and Australia's UCT regime converge on the same drafting fix: make the cap prominent and proportionate to the actual Exhibit A Fee, not flat boilerplate. **T10 synthesis adopts this drafting principle as the alpha/beta approach** given expected pilot-stage exposure is itself small; full confirmation deferred to post-beta review. See `history/260729-TRSL-Jurisdiction-AsiaPacific.md` §1 and `history/260729-TRSL-Jurisdiction-Synthesis.md` §2. |
| 4 | §13 | Indemnification clause — currently unwritten | **[LEGAL, OPEN]** — highest priority in this document | Deliberately left blank rather than guessed; a wrong default here carries real financial exposure. |
| 5 | §11 | Data Protection — placeholder only, no operative processing terms | **[LEGAL]** | Likely needs **multiple** Data Processing Addenda, not one shared clause: EU GDPR and UK GDPR are now confirmed diverging (DUAA 2025); China's PIPL requires one of three mandatory pathways plus separate consent, categorically stricter than the rest; India's DPDPA and Argentina's PDPL (EU-adequate since 2003) are comparatively low-friction; Singapore PDPA and Japan APPI remain unresearched. See the per-jurisdiction `history/260729-TRSL-Jurisdiction-*.md` and `history/260729-TREN-Jurisdiction-*.md` files. |
| 5 | §11 | Data Protection — placeholder only, no operative processing terms | **[ADOPTED FOR ALPHA/BETA 2026-07-29]** — minimal-collection practice, not a drafted clause; DPA drafting still **[LEGAL, OPEN]** | Likely needs **multiple** Data Processing Addenda, not one shared clause: EU GDPR and UK GDPR are now confirmed diverging (DUAA 2025); China's PIPL requires one of three mandatory pathways plus separate consent, categorically stricter than the rest; India's DPDPA and Argentina's PDPL (EU-adequate since 2003) are comparatively low-friction; Singapore PDPA and Japan APPI remain unresearched. **T10 synthesis adopts a minimize-data-collection operating practice for alpha/beta**, deferring the actual DPA drafting until real customer volume justifies it. See the per-jurisdiction `history/260729-TRSL-Jurisdiction-*.md` and `history/260729-TREN-Jurisdiction-*.md` files, and `history/260729-TRSL-Jurisdiction-Synthesis.md` §2. |
| 6 | §9 | Breach-disclosure election mechanism (opt-in, notice period, dispute window) | **[LEGAL]** | First-pass design satisfying License §7.4's informed-consent goal; not legally reviewed. |
| 7 | §1, §17 | Standard commercial blanks: Affiliate control test, late-payment terms, cross-jurisdictional enforceability of the incorporation-by-reference order of precedence | **[LEGAL]** | Routine drafting, still unresolved. |
| 8 | §8, §12 | Support/services terms and any associated warranty — reserved, not drafted | **[OPEN]** | Depends on whether a project bundles support here or in a separate Operations and Service Agreement. |