SaaS-Factory.ai Terms of Service
These terms are a contract between agentOS Proptech Group Ltd, trading as SaaSFactory.ai (“SaaS Factory”, “SF”, “we”, “us”), a company registered in England and Wales, and the business that opens a SaaS Factory account (“you”, “your”, the “Customer”).
SaaS Factory turns your mission statement into a revenue generating SaaS company: product, tech stack, business stack, launch, growth, customer success and payments. These terms cover all of it.
Plain English note. We have written these terms to be read. Headings and summaries help you navigate, but every clause is binding.
Part 1 — Who you are, and joining
1. Who can use SaaS Factory
1.1 SaaS Factory is for business use only. You confirm you are acquiring the service for the purposes of a business, not as a consumer. Building a product with the intention of selling it or charging for it is business use.
1.2 These terms are governed by English law (clause 65). Consumer protection laws that apply only to consumers do not apply to this agreement, except where a law cannot be excluded (clause 65.3).
2. Your business declaration
2.1 At signup you must complete a business declaration, confirming:
- you are acquiring the service for business purposes;
- your legal form (sole trader, company, partnership) and, where held, your company or registration number;
- your tax identification number (VAT, EIN, ABN, NZBN/GST or equivalent), or that you are not yet registered;
- your country of establishment, which must match your verification (KYC) country;
- you have authority to bind the business to these terms;
- you are not located in, owned by, or acting for anyone in a restricted country or on a sanctions list (clause 5); and
- you intend to trade. Building to sell is business use.
2.2 You must keep your declaration accurate and update it when anything changes, including when you obtain a tax registration.
2.3 You indemnify us for any tax, penalty, loss or cost we suffer because your declaration was false or out of date.
3. Verification (KYC) and holds
3.1 To take payments through your product you and your business must pass identity and business verification (KYC/KYB), operated with our payment provider, Stripe.
3.2 You must keep your verification information accurate and respond promptly to any re verification request. If you do not, we may switch off capabilities (including payments and withdrawals) and hold funds until verification is complete.
3.3 We or Stripe may hold or freeze funds and restrict your account during any verification, fraud, sanctions or money laundering review. We are not liable for delay caused by a review.
3.4 Account ownership disputes. If ownership of an account is disputed (for example between founders), we may determine ownership on reasonable evidence: the registered account email, the billing details used to pay, and the registrant of any connected domain. We may request identity or business documents, and may suspend the account until the dispute is resolved, without liability.
4. Permitted territory
4.1 Your licence to use SaaS Factory is granted only for approved countries. You warrant that your stated country and billing country are true and match your verification country.
4.2 You must tell us before relocating your business to another country. Relocation to a country we do not approve gives us the right to terminate immediately.
4.3 Using VPNs, intermediaries or restructures to disguise your true location is a breach of these terms.
5. Export control and sanctions
5.1 You warrant, on signup and continuously, that you are not listed on any OFAC, OFSI, EU consolidated or UN sanctions list, and are not owned or controlled by anyone who is. You must notify us immediately if this changes.
5.2 You must not use SaaS Factory in, or supply anything built on SaaS Factory to, embargoed territories, including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions, and you must comply with the UK and EU service bans relating to Russia.
5.3 Our restricted country and prohibited sector lists come from sanctions regimes, Stripe, the card schemes and Constellation Software group policy. They can change at any time without notice.
5.4 Breach of this clause means immediate suspension with no refund of fees. Funds we hold will be dealt with as permitted by law. Be aware: on a genuine sanctions match we may be legally barred from returning funds at all, and from telling you why. We are telling you our process now because we may not be able to discuss it at the time.
6. Anti bribery, modern slavery and code of conduct
6.1 You warrant that you comply with applicable anti bribery law (including the UK Bribery Act and the US FCPA), modern slavery law, and the standards in the Volaris/Constellation code of conduct available at [link]. Breach is grounds for immediate termination.
Part 2 — Paying us
7. Subscriptions and billing
7.1 Billing is baseline plus metered: a fixed monthly fee for your tier (Startup, Venture or Enterprise), then metered usage for what your product actually consumes.
7.2 All pricing is calculated in US dollars, because the suppliers we integrate trade in US dollars. We may display approximate conversions in pounds, euros, yen, New Zealand dollars and Australian dollars. Settlement is processed in the currency shown at checkout; any foreign exchange cost, conversion fee or rate movement is yours, not ours. Refunds are made in the original amount and currency charged; we do not compensate exchange rate differences.
7.3 Monthly subscriptions renew monthly. Annual subscriptions are paid up front at a discount, are non refundable, lock your price for the year, and renew annually at the then current price unless you cancel at least 30 days before renewal. We will email a reminder around 60 days before annual renewal.
7.4 You can cancel a monthly subscription at any time. It ends at the end of the paid month; there is no refund for the remainder of a month.
7.5 We may change subscription prices on 30 days’ notice, taking effect from your next billing cycle after the notice period.
7.6 Chargebacks on our fees. Filing a card chargeback against our subscription fees or top ups, instead of contacting support first, is a breach of these terms. We may suspend the account until the disputed amount, plus the chargeback costs we incur, are repaid, and we may dispute the chargeback with evidence of your use.
8. Metered usage
8.1 Metered usage can include, but is not limited to: AI tokens, AI workflow actions, AI web searches, hosting, compute, CI build minutes, CI and package storage, database compute and storage, bandwidth, package downloads, outbound and inbound email, email domain rental, connected APIs, domain name registration, text messages, Stripe billing and processing fees, currency conversion and KYC checks.
8.2 Current metered rates are displayed inside SaaS Factory Revenue, metered usage section. Rates can change in line with underlying supplier costs; the displayed rate at the time of consumption applies.
8.3 Our records are authoritative. Our usage metering, billing records and our payment processor’s records are, absent obvious error, final and binding for what was consumed and charged.
8.4 Consumption is charged regardless of outcome. Metered usage is consumed by each action based on the effort and resources used, even where the output is erroneous, incomplete, or must be regenerated. Consumed usage is not restored, re credited or refunded.
9. Tiers and tier changes
9.1 The features included in each tier are listed on our pricing page, which is the live list. We may add, change or reassign tier features on 30 days’ notice.
10. Tax
10.1 Our fees are exclusive of VAT and equivalent taxes. UK customers are charged UK VAT. EU business customers are handled under the reverse charge: no VAT is charged where you have declared business status and provided your VAT number or acceptable business evidence, and you account for VAT in your own country.
10.2 US, Australian and New Zealand business customers are outside the scope of UK VAT.
10.3 You are responsible for your own taxes, including any tax on your product’s sales to your end users, in every market you sell into.
10.4 If your declaration or tax ID is wrong and tax, interest or penalties result, clause 2.3 applies.
11. Balance, top ups and suspension
11.1 SaaS Factory is prepaid. Your account holds a balance that pays for your metering. We do not give credit.
11.2 If your balance goes negative beyond a small tolerance (currently $10), your product is automatically suspended. Suspension is not a breach by us, and we are not liable for your lost revenue, your end users’ claims, or anything else arising during suspension.
11.3 Your product is automatically reinstated once your balance clears, whether from your product’s revenue, a manual top up, or auto top up. No review, no fee.
11.4 Auto top up is a continuous payment authority on your stored card, with the amount and trigger stated in your settings. You can cancel it at any time. We recommend auto top up with a minimum float. If you choose manual top ups, you accept sole responsibility for monitoring your balance, and your product can go offline.
11.5 You authorise us to charge your stored card for any negative balance on your account.
11.6 Costs can post after the event (chargebacks, metered usage, refunds) and can push a balance negative. You acknowledge this.
11.7 We may send warning emails as your balance approaches zero. These are a courtesy. Monitoring your balance is your job, and we accept no liability if a warning is not sent or not seen.
11.8 Withdrawals from your balance are subject to a 24 hour hold and money laundering checks. A withdrawal that would take your balance negative fails rather than completes.
11.9 If your credit runs out mid build or mid deploy, the build or release can fail. We are not liable for failed builds, failed deploys or resulting downtime caused by an exhausted balance.
Part 3 — Taking payments through your product
12. Your revenue and client funds
12.1 When your product takes payments from your end users through SaaS Factory’s payment rails, you appoint SaaS Factory as your agent for the collection of payments. Payment by your end user to us is payment to you. You must reflect this in your own end user terms.
12.2 End user funds we hold for you are held on trust for you, segregated in a client bank account with our banking partner, Griffin Bank (griffin.bank), reconciled daily. Any temporary commingling within the Stripe processing account is reconciled daily.
12.3 We pay out to you on the schedule shown in SaaS Factory Revenue, minus fees, set offs and reserves.
12.4 Interest earned on client funds is retained by SaaS Factory. We say this plainly so there is no surprise.
12.5 We may set off against funds we hold for you: our fees, chargebacks, refunds, dispute fees, negative balances and amounts you owe us under these terms.
12.6 Minimum balance threshold. As your subscription volume grows, we require a minimum balance held on account to cover clawbacks, calculated as: active paying end users × average subscription × risk factor (default 2.5%). Example: 200 end users at $350 average = $70,000 × 2.5% = $1,750 minimum balance. We may adjust the risk factor for your risk profile on notice.
13. Chargebacks, refunds and reserves
13.1 You own every chargeback, refund and instance of fraud on your product. You indemnify us for them, including card scheme fines and our reasonable costs.
13.2 Each disputed payment carries a dispute fee (currently $20), which is non refundable. It is returned only if the dispute is won.
13.3 On refunds, the payment processing fee is not returned. Dispute and refund costs can arrive up to 180 days after the original transaction and are passed through to you when they arrive.
13.4 On exit or account closure we hold a reserve of 10% of your monthly subscription run rate for 120 days to absorb late chargebacks, because cardholders can dispute payments up to 120 days after a transaction. The reserve is released after the window closes.
13.5 Stripe may impose its own reserves on your activity. Where it does, we pass them through. On account closures, funds are only released after dispute windows have cleared.
14. Stripe review risk
14.1 Both of us operate subject to Stripe’s terms and ongoing reviews. Stripe may review, restrict or withdraw payment support for a use case at any time, including after months of live trading. If Stripe restricts or refuses your product, we must comply: payments may be suspended or your product offboarded, and we are not liable for the interruption or your losses.
14.2 If you are in any doubt whether your product or sector is acceptable, contact us before building. We will seek Stripe’s written confirmation.
15. Your obligations to your end users
15.1 You must obtain valid stored card (off session) consent from your end users before charging their cards on a recurring or delayed basis, and you must publish your own refund policy. These are card network requirements, not options.
15.2 Your end user terms and privacy policy must include the minimum flow down clauses we specify, covering at least: our role as payment collection agent, stored card consent, your refund policy, AI use in your product (including AI workers and AI support), and user activity monitoring where enabled.
16. End user pricing fairness
16.1 You are solely responsible for your pricing plans complying with consumer law in every market you sell into, including the UK Consumer Rights Act and DMCC Act, EU consumer directives, US FTC and state auto renewal rules, Australian Consumer Law and the New Zealand Fair Trading Act.
16.2 Where your end users include consumers, your plans must, at minimum: display the total price clearly; disclose auto renewal before purchase and send reminders where required; make cancellation as easy as signup; avoid lock ins disguised behind a monthly display price; and honour statutory cooling off rights.
16.3 We may refuse, suspend or require changes to pricing configurations that are plainly deceptive or unlawful, without liability.
16.4 We provide pricing tooling. The lawfulness of your plans is your responsibility. Nothing we provide is compliance advice.
Part 4 — Building and running your product
17. Acceptable use
17.1 You must not use SaaS Factory for anything illegal, and you must not build or operate products in prohibited sectors. The prohibited list includes Stripe’s restricted businesses list and, in addition, adult content and gambling in any form are banned outright on SaaS Factory, including building, not just payments.
17.2 The prohibited sector and restricted country lists can be updated at any time without notice (clause 5.3).
17.3 We may remove our attribution from, decline to host, or suspend any product on brand or reputational grounds.
17.4 You must not create multiple accounts, or use another account, to evade usage limits, suspensions, bans or these terms.
17.5 Reporting illegal content. Anyone who believes content hosted on SaaS Factory is illegal or breaches these terms can report it to support@saas-factory.aiThis address is also our electronic point of contact for the purposes of Articles 11 and 12 of the EU Digital Services Act. Communications may be made in English.
18. AI generated output
18.1 SaaS Factory builds with AI. You own the output built for your product (subject to the IP split in clause 44), but AI output carries no warranty: we do not warrant that it is error free, non infringing, secure or fit for purpose.
18.2 You are responsible for reviewing output before going live. Approving and publishing is your acceptance.
18.3 AI output may not be unique. Similar mission statements, prompts or requests can produce similar or identical output for other customers. We do not warrant that output generated for you is unique to you.
19. Quality scores
19.1 SF Quality Scores (covering compliance, security, performance, accessibility, mobile, SEO/AEO, dependencies, suppliers, alignment, and database and billing quality) are AI generated indicators, not guarantees. They can be inaccurate or conflict with guardrails. They are not compliance, security or legal advice.
20. The SF Product Owner AI Agent
20.1 The SF Product Owner AI Agent (the “PO Agent”) turns your mission statement into features, a tech stack and a software build, and can keep improving your product.
20.2 The PO Agent has three modes. Off: it acts only when you start it. Maintain: it autonomously monitors your product and applies fixes. Perfect: it autonomously evolves and develops your product.
20.3 Selecting a mode is your written authority for the agent to act in that mode, including the metered usage its actions consume. Changing modes changes authority from that point forward.
20.4 The PO Agent is steered by your mission statement. Changes you make to it, at any time, redirect the agent. You own the consequences of your mission statement.
20.5 In autonomous modes, fixes are applied and are accepted by you through your choice of mode. All actions appear in your activity log, and rollback is available.
20.6 The PO Agent decides the scope of each release; effort and consumption vary per release and there are no fixed limits. Your balance and your auto top up settings are your spend controls (clause 11).
20.7 The PO Agent may misdiagnose an issue or apply a fix that causes a regression. It works on best endeavours; clause 57 (liability) applies. You can switch to Off at any time; in flight actions complete or roll back safely.
21. Testing
21.1 The PO Agent builds and runs tests for each feature it releases, including visual tests using screenshots. Test results are indicative; no testing catches every defect, and you remain responsible for accepting releases.
21.2 AI user testing works with Claude for Chrome. We provide a framework and a suggested prompt, nothing more. It runs on your Claude account, your subscription, your settings and your browser, under Anthropic’s terms, not ours. Running the prompt is your decision and your instruction: whatever the browser agent does is not our act, and we accept no liability for it. We recommend running AI user testing against test data, not live end user data.
22. AI workers
22.1 AI workers are AI agents inside your product handling tasks, workflows and customer interactions. They start read only; you can elevate a worker to an edit user that takes actions.
22.2 You scope what every AI worker is allowed to do, you test every AI worker (including ones SaaS Factory generates), and by publishing a worker you accept full responsibility for its actions and output.
22.3 Whether your end users can enable or elevate AI workers inside your product is controlled by a feature switch that only you can turn on. If you enable it, your end user terms must disclose it.
23. Third party connections
23.1 Your product can connect to outside services, APIs and data. These connections are provided on best endeavours: we give no uptime guarantee for any third party.
23.2 Third party outages, API changes, key rotation or key revocation may suspend a connection or a dependent feature without liability. Keeping connections authorised (re authentication, re sign in) is your responsibility.
24. AI model providers
24.1 We may change AI model providers at any time without notice. Current providers appear in the sub processor list.
24.2 If a model provider fails, degrades or changes behaviour, dependent features pause to a safe state and resume on recovery. We are not liable for third party AI provider failures.
25. Build for me
25.1 Build for me lets you commission a build at your chosen pace (standard, priority or start now). Pricing is a percentage markup on the services consumed, shown before you confirm.
25.2 Your instructions are the specification. If we deliver what was instructed, there is no refund, even if it was not what you expected.
25.3 If we attempt a build and cannot deliver it, we will refund an amount limited to our reasonable estimate of the consumption used in the attempt, credited to your balance.
26. Feedback and auto build
26.1 Feedback in SaaS Factory Success captures bugs, improvements, feature requests and other items from you and, where you enable it, from your end users, including end user build requests.
26.2 If you authorise the PO Agent to build from feedback automatically, you accept the risks: features may be off mission, a single feature can carry high consumption, and requests can conflict. Enabling auto build is your responsibility, both for the spend and for what gets built under your product’s name. Your controls are your mission statement, your activity log, your balance and the Off switch.
26.3 An end user build request is not a promise. Your end user terms should say requests may be built, changed or declined.
27. Claude Code connector (Enterprise)
27.1 On the Enterprise tier you can connect your own Claude or Claude Code to SaaS Factory to direct the PO Agent, using our skill file.
27.2 Anything arriving through your connector is your instruction. Your Claude runs on your Anthropic account under Anthropic’s terms; its usage costs are yours, and SaaS Factory consumption it triggers lands on your balance.
27.3 Goal focused runs can consume at speed until the goal is met. You accept open ended consumption; your balance and top up settings are the brakes, and clause 11 applies.
27.4 The skill file is SaaS Factory IP, licensed for use with SaaS Factory only. We may rate limit, version or revoke connector access to protect platform stability, without liability.
Part 5 — Growing your product
28. Growth channels
28.1 SaaS Factory Growth provides publishing channels (press, social, ads, email and others) as a framework and connections only. You are completely responsible for your content: its accuracy, its checking, and its lawfulness under marketing law in your markets, including PECR (UK), CAN SPAM (US), the Spam Act (Australia), the UDAM Act (NZ), and each platform’s own rules.
28.2 Approving content in the draft, approve, publish flow is your confirmation it is checked and lawful.
28.3 We may suspend any channel without notice where your sending breaches law or platform rules, harms shared email or platform infrastructure, or causes or risks reputational damage to SaaS Factory. No liability for the suspension. Abuse that damages shared sending infrastructure makes you liable for the damage.
28.4 Ad spend and third party platform fees are your own relationship and cost.
29. Press channel
29.1 Press releases generated and distributed through the press channel carry no guarantee of publication, pickup, syndication or coverage. Editorial decisions belong to third parties. Content accuracy and lawfulness (including defamation and embargo rules) are yours.
30. Marketing website
30.1 SaaS Factory Growth generates and hosts a marketing website for your product. The content is yours: claims, pricing shown, testimonials, imagery and comparisons, reviewed by you before publish.
30.2 Your site must carry your privacy policy, cookie notice and terms, with a consent banner where your markets require one. Advertising and regulated sector marketing rules are yours.
30.3 We build to reasonable standards but give no warranty of WCAG or jurisdiction specific accessibility compliance, and no SEO, AEO, ranking or traffic guarantees.
30.4 We may unpublish a marketing site on legal risk, infringement or reputational grounds.
31. Investment and funding channels
31.1 Funding channels (currently Product Hunt, Crunchbase and Crowdcube; the list can change) are setup and registration tools only. We pre fill profiles and reduce friction. Nothing more.
31.2 No guarantees of anything: listing acceptance, launch success, visibility, funding, investor interest or product success.
31.3 Nothing in these channels is investment advice, a financial promotion, or the arranging of investments. SaaS Factory is not authorised for investment business. Fundraising decisions and their regulatory obligations are entirely yours, and each platform’s own terms govern your account with it.
32. CRM
32.1 SaaS Factory Growth includes a CRM for waiting lists, enquiries, leads and deals, with optional connections to external CRMs.
32.2 You are the data controller for your CRM records: lawful basis for holding contacts, privacy notices and honouring rights requests are yours. Data you import or enrich must be lawfully held.
32.3 Marketing from the CRM follows clause 28. Unsubscribes are enforced platform wide and suppressed contacts cannot be contacted again.
32.4 External CRM sync is best endeavours (clause 23). Dedupe, enrichment and scoring are indicative; you validate. Your CRM data is included in your export (clause 59).
33. Brand feature
33.1 The brand feature generates icons, logos and brand assets. It is not a trademark service: no searches, no clearance, no registration, and no warranty that generated assets do not infringe existing trademarks anywhere in the world.
33.2 Adopting any generated asset is your decision. You must complete your own trademark clearance before commercial use. Trademark claims over branding you adopted fall under your indemnity (clause 46) and the takedown process (clause 47).
34. Lead sourcing (Vibe Prospecting)
34.1 Lead sourcing is provided with our partner Explorium and is strictly B2B: business contact data only.
34.2 You are the controller for prospecting. You must establish a lawful basis (in the EU/UK, legitimate interest) for every campaign, honour suppression, and enforce unsubscribes.
34.3 Lead sourcing consumption is non refundable.
35. Competitor monitoring
35.1 Competitor monitoring tracks competitors you add, using publicly available information only. No guarantee it is accurate, complete or current. It is input for your judgement; you validate before acting, and you must not use it to unlawfully obtain non public information.
36. Moat data licence
36.1 To power AI era defensible moat insights (domain depth, workflow lock in, data flywheel), you grant us a perpetual, irrevocable licence to use anonymised, aggregated usage, workflow and judgement data from your product to identify trends and share insights across SaaS Factory.
36.2 Contribute to consume: access to moat insights requires participation. If you opt out, you lose access to the insights.
36.3 Anonymisation standard: no personal data, no end user data, no product identifiable information, and minimum aggregation thresholds apply before anything is published. We never share your source data, customer lists, pricing or identity, or anything reverse engineerable to you.
36.4 Insights derived from the fleet are SaaS Factory IP, licensed to you for your own product only. They are indicative and carry no warranty.
37. Revenue suggestions
37.1 SaaS Factory Revenue can generate AI suggestions to increase your product’s value. Figures and projections may be inaccurate and strategies may fail. They are not financial, business or investment advice. Verify before acting; outcomes of implemented suggestions are yours, and any pricing change you implement must still meet clause 16.
38. Opportunity Engine
38.1 The Opportunity Engine researches a URL, the market, and proposes products you could build for direct, adjacent and downstream customers. The research is AI generated from public sources; rankings are opinions.
38.2 No guarantee any proposed product will succeed or find product market fit. Your validation, your capital, your decision, your risk.
39. Attribution
39.1 Products on the Startup and Venture tiers carry SaaS Factory attribution and referral links. The attribution must not be removed, hidden, obscured or altered; doing so is a breach with suspension rights. We set the link format and destination and may change them.
39.2 The Enterprise tier includes the option to remove attribution.
39.3 Beyond the attribution we provide, you must not use the SaaS Factory name, logo or trademarks, or imply our endorsement, sponsorship or affiliation, without our written consent.
40. Publicity
40.1 We may showcase and name products built on SaaS Factory on our website and in our materials, including in the Days to Revenue League Table, which publishes a product’s name and the number of days taken to reach revenue milestones. We never publish your revenue figures or financial data; only the days to each milestone band. We will name you (the customer) only with your consent, and case studies are by consent.
Part 6 — Your customers (SaaS Factory Success)
41. SaaS Factory Success
41.1 SaaS Factory Success provides tickets, feedback, customer health scoring and a knowledge base for your product, plus the built in CSM.
42. AI support agents
42.1 You can activate AI agents to answer your end users’ support tickets. Answers are generated from general model knowledge plus your knowledge base articles.
42.2 Your knowledge base is your responsibility: accurate, current and complete. Wrong or stale articles produce wrong answers to your end users.
42.3 AI answers may be wrong even with a perfect knowledge base. You must monitor agent performance and maintain a human escalation route on your side. Answers go out under your product’s name, and your end user terms must disclose AI support.
42.4 If your product touches regulated areas, AI support answers are your compliance risk. Configure their scope accordingly.
43. Terms and legals library
43.1 SaaS Factory Success provides template legal documents: Terms of Service, Privacy Policy, DPA, Acceptable Use, Refund Policy, Cookie Policy, Subprocessor Policy, Flow Down Terms, Email Footer, Service Status, AI Disclosure, Security Policy, Accessibility Statement and Complaints Policy.
43.2 Templates are examples, not legal advice. They are generic starting points and may not reflect current law in any jurisdiction. You must obtain your own legal advice for your business, your market and your country before using them. We accept no responsibility for their adequacy.
43.3 Eight pages are mandatory and must be published, accurate and kept current before your product takes end users: Terms of Service, Privacy Policy, Refund Policy, Cookie Policy, Email Footer, DPA, Subprocessor Policy and Flow Down Terms. Payments and email channels are gated on them.
Part 7 — Ownership and protection
44. The IP split
44.1 You own your product: its concept, its brand, your data, your customer base and your end user relationships.
44.2 SaaS Factory owns the means of building and running it: the platform, the generated source code, the architecture, the feature structures, the build methods, the skill files, the tooling and the configurations.
44.3 What you receive is a licence, never an assignment. Your licence lasts while your subscription does and ends when you leave. What survives your exit is your export (clause 59).
45. IP protections
45.1 You must not: access or attempt to access source code; reverse engineer, decompile or attempt to derive how SaaS Factory builds; or transfer or sublicense any SaaS Factory IP to any third party or local partner.
45.2 Breach of this clause or clause 44: sits outside the liability cap (clause 57.4); entitles us to immediate injunctive relief without proving financial loss; results in immediate termination with no refund and licence revoked; and entitles us to an account of any profits you made from it.
45.3 You must not access, or attempt to export from, our accounts with infrastructure providers (including hosting, database, payments and workflow providers). How we structure and operate them is SaaS Factory IP.
45.4 Competing use. You must not use SaaS Factory, its output, its insights or its documentation to build, train or improve a competing product or platform. You must not publish benchmarks, performance tests or comparative analysis derived from platform access without our written consent (commentary from publicly available information is unaffected). We may refuse, suspend or terminate any account we reasonably believe is operated by or for a competitor. Breach of this clause carries the remedies in clause 45.2.
46. Your IP warranty and indemnity
46.1 You warrant that you have full rights to everything you bring in: specifications, uploaded code, connected GitHub repositories (including replatform imports), designs and data. Explicitly: no employer source code, no third party code without licence, and nothing derived from reverse engineering another product.
46.2 Connecting a repository or importing code re warrants your rights to that code at the point of connection.
46.3 You indemnify us, without cap, for all third party IP claims, losses and legal costs arising from your inputs, your branding or your product. You take over the defence of such claims at your cost; we cooperate at your expense.
46.4 The same indemnity applies to third party claims arising from your content, marketing and communications published or sent through SaaS Factory, including defamation, misleading claims and breaches of marketing law.
47. IP complaints and takedown
47.1 IP complaints about a product on SaaS Factory must be sent to support@saas-factory.aiThis is the designated route, stated here and on our website. A complainant who sues without first using it acted without giving SaaS Factory the contractual opportunity to act.
47.2 A valid notice must identify the rights holder, the IP claimed, the accused product or URL, include a good faith statement, and confirm authority to act. Incomplete notices do not start the process.
47.3 On a valid notice we will acknowledge it, may suspend or restrict the accused product pending resolution, notify you, and may hold related funds.
47.4 You may respond with a counter notice and evidence of your rights; we may reinstate on a credible counter notice, at our discretion.
47.5 The dispute is between you and the complainant. We are a neutral host: we act on notices, take no side, and have no liability to either party for suspension, reinstatement or takedown in good faith.
47.6 Products are reinstated on settlement, court order or withdrawal, and terminated if the matter resolves against you or is abandoned. Knowingly false complaints create liability from the complainant to you, not to us.
Part 8 — Data
48. Data protection
48.1 Our Data Processing Agreement (DPA) at [link] forms part of these terms. For your product’s end user data, you are the controller and we are your processor. For verification data, we are a controller and Stripe processes under Stripe’s privacy policy.
48.2 Our sub processors include: Vercel, Neon, Stripe, Anthropic, Resend, GitHub, Temporal, GoDaddy, Explorium and Griffin Bank. The current list is at [link]. We give 30 days’ notice of sub processor changes, with a right to object. Their terms flow down to your use; those terms can change without notice from us, and monitoring them is your responsibility.
48.3 You select your product’s data region at setup; data is stored in the selected region. International transfers are governed by the DPA using the UK IDTA (or UK Addendum) and EU Standard Contractual Clauses, and adequacy where it applies.
48.4 We do not access your product’s end user data in the ordinary course of business. We reserve the right to access it where necessary for troubleshooting, security, safety, abuse prevention or legal compliance, under the access controls in the DPA. Support tickets and screenshots you choose to share with us can contain personal data; sharing them is your decision, and they are handled under the DPA.
48.5 Sensitive data. Unless we expressly agree in writing, you must not process through SaaS Factory any special category or similarly protected data, including health information (such as data subject to HIPAA), full payment card numbers outside our payment rails, government identifiers or biometric data. The standard platform is not designed as a regulatory grade system of record for such data; if you submit it without agreement, you do so at your own risk and indemnify us for claims arising from it.
49. User monitoring
49.1 We monitor your use of SaaS Factory, identified by name. This is required for security, billing and sanctions compliance, is disclosed here, and is based on our legitimate interests.
49.2 Monitoring of your product’s end users is masked by default: end users appear under a unique ID. (Their billing identities exist in Stripe regardless, for finance and sanctions purposes.)
49.3 You can enable an identity reveal toggle for end user monitoring. Enabling it is your decision as controller: your acknowledgement is logged, and your privacy policy must disclose activity monitoring to your end users.
50. MCP server
50.1 The MCP server feature lets your product expose an AI connection surface. We secure the infrastructure (authentication, encryption in transit, access scoping tools). You decide whether to enable it, what it can reach, and who can connect; scoping decisions are yours.
50.2 AI connected systems face evolving attack classes, including prompt injection, that no provider can fully prevent. We apply reasonable technical measures but give no warranty against prompt injection or AI manipulation attacks.
50.3 Fault allocation: failure of our infrastructure is ours (within clause 57); your misconfiguration, over scoped permissions or leaked credentials are yours; the actions of an end user’s AI client through a correctly functioning connection are neither party’s contractual fault, but your end user relationship and any regulatory notification duties as controller remain yours. Each party notifies the other of a relevant breach without undue delay.
Part 9 — Service and support
51. Service levels
51.1 We target 99.5% platform availability on reasonable endeavours. This is a target, not a guarantee, and no service credits apply on the Startup or Venture tiers.
51.2 Excluded from any availability measure and from our liability: downtime caused by you (your releases, code, configuration or mission statement changes), third party rail failures (including payment, hosting, database and AI providers), suspension for negative balance, and failures caused by an exhausted balance.
51.3 A bespoke SLA is available on the Enterprise tier by agreement.
52. Platform features
52.1 Platform features (including background jobs, batch engines, error monitoring, REST API, webhooks, user access control, billing, activity log, 2FA, SSO, announcements, feedback, inbox, what’s new, AI worker, custom domains, email, MCP server, and help and support) are an illustrative list, not exhaustive. Features can be added, changed or withdrawn at any time without appearing in these terms; material tier changes follow clause 9.
52.2 No individual feature carries its own uptime commitment; clause 51 applies to the platform as a whole.
53. Domains, subdomains, email and encryption
53.0 Subdomains. Products can launch on subdomains of our domains. Our domains and every subdomain of them are ours: your use of a subdomain is a loan while you are subscribed, and you build no proprietary or ongoing rights in it. We may reclaim a subdomain immediately for abuse, impersonation, infringement or breach of these terms, and otherwise on 14 days’ notice with a redirect period. No compensation is payable for reclamation. For anything permanent, use a custom domain.
53.1 Bring your own domain: registration, renewal, registrar fees, DNS records and domain reputation are your responsibility. Registrars, DNS providers and email reputation systems are outside our control; an expired domain, wrong DNS, blacklisting or registrar failure can take your product and email offline without liability on us.
53.2 Register through SaaS Factory (resold via GoDaddy): you are the owner and registrant. Registration and renewal are metered usage. You can transfer the domain away at any time on request, provided there is no outstanding balance. If unpaid, the domain lapses at renewal; we do not renew at our cost. Registration is subject to GoDaddy’s registration agreement and ICANN rules.
53.3 Email domain rental is different: a rented sending domain is ours, licensed to you while subscribed, and released on exit.
53.4 Email deliverability requires SPF, DKIM and DMARC records set per our instructions. Your sending behaviour drives your domain reputation (clause 28.3).
53.5 Encryption: all traffic is encrypted in transit using TLS 1.2 or higher with a publicly trusted certificate, renewed automatically. We do not commit to a specific certificate authority or validation level, and customer supplied certificates are not supported. If your domain uses CAA records, they must permit our certificate authority or certificate issuance will fail.
53.6 You warrant you own or control any domain you connect, and that it is not infringing or deceptive. We may disconnect a domain on abuse, infringement or reputational risk. On exit or deletion, domains disconnect and DNS cleanup is yours.
54. Error monitoring
54.1 Error monitoring captures runtime errors from your end users’ browsers and your product’s servers, via your product’s endpoint authenticated with signed project tokens, and can identify errors and propose fixes.
54.2 Best endeavours only: browser restrictions, network failures, blockers, token misconfiguration and volume limits mean some errors are never captured. Absence of errors is not absence of defects, and there is no guarantee the PO Agent can fix every error.
54.3 Error reports and proposed fixes are point in time. Unactioned fixes go stale, and we may expire, archive or delete aged error data without notice. Acting on a stale fix is your risk.
54.4 Keep project tokens secure; error data containing personal data is handled under the DPA; error data is retained for an operational window, not as a permanent record.
55. Authentication and account security
55.1 Sign in options include email and password, SSO and two factor authentication. We recommend SSO with 2FA. Choosing email and password only means accepting weaker protection.
55.2 Compromise through credential weakness (phished, reused, shared or weak passwords, no 2FA, or a compromised identity provider) is your responsibility. We are responsible only where our own authentication infrastructure fails.
55.3 Safeguard credentials, remove leavers promptly, and notify us immediately of suspected compromise. Anything done through a valid session is deemed authorised by you — including PO Agent instructions, spend and top ups — until you report compromise.
55.4 We may force password resets, suspend sessions or require 2FA on suspicious activity, without liability for the interruption.
56. Support
56.1 Support is provided through the Support and Feedback widget only. Questions are answered AI first, using past interactions and the knowledge base; the AI decides when to escalate to a human. Support is in English, with human escalation in UK business hours. No on site obligation.
56.2 Feedback outcomes (build, release or roadmap) are at our discretion; feedback is not a commitment to build.
56.3 The Enterprise tier adds human review on request, video support via Microsoft Teams, and a vendor security review pack for your procurement team, provided for information; its contents may update and it is not a compliance warranty.
57. Liability
57.1 Nothing in these terms excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, or for fraud.
57.2 Subject to that, our total aggregate liability to you is capped at the fees you paid us in the 6 months before the event giving rise to the claim.
57.3 We are not liable for: indirect or consequential loss; loss of profits, revenue, data or goodwill; your end users’ claims; losses during suspension under these terms; third party rail or provider failures; or failures caused by an exhausted balance.
57.4 Outside the cap: your indemnities (clauses 2.3, 13.1, 46.3 and 46.4) and your liability for breach of clauses 44 and 45.
57.5 We maintain insurance including cyber, professional indemnity and public liability cover through the Constellation Software group. Cover types are stated for information; amounts are not part of these terms.
57.6 Our IP indemnity to you: we will defend claims that the platform itself infringes third party IP, and our remedy is limited to replacing or modifying the platform or refunding affected fees. This indemnity excludes claims arising from your content, your inputs, your combinations, and AI output you approved and published.
Part 10 — Leaving
58. Termination and deletion
58.1 Either of us can end this agreement on 30 days’ notice. We can end it immediately for cause, including breach of clauses 5, 6, 17, 44, 45 or 46, non payment, or a failed verification.
58.2 On termination for cause, fees already paid are earned and kept. End user funds we hold for you are never confiscated: they are returned minus set offs and the reserve, after money laundering and sanctions clearance, and always as permitted by law (clause 5.4).
58.3 Product deletion: when you delete a product, access stops immediately. We retain the code and data for 90 days, then hard delete.
58.4 We do not delete your organisation record, and we do not delete financial records held in SaaS Factory and Stripe, because they are linked to financial, tax and compliance obligations. These are retained per legal retention periods.
59. Your export
59.1 On exit, or before deleting a product, you can export a JSON of your product data and your customer data. Source code, architecture and feature structures are SaaS Factory IP and are not included (clause 44).
60. Unfunded and abandoned products
60.1 Why this clause exists, said plainly: a suspended product still costs us money every day. Database storage, hosting, domains and third party services keep billing us whether or not anyone logs in. We will not carry those costs indefinitely.
60.2 The 90 day clock. When your balance is exhausted, your product is suspended (clause 11). From that day: we will attempt to contact you at least three times; you can reinstate at any moment by funding the balance, with the full product back and nothing lost; and you can export your JSON at any time during the 90 days.
60.3 Day 90, no funds and no response: the product is deemed abandoned. We may then, at our choice, delete it, or, where live end users depend on it, step in to maintain, suspend or wind it down as a duty of care to those end users: keeping it running, issuing refunds from held funds, notifying end users, or deleting it. We may recover our reasonable costs of stepping in from held funds. Deletion under this clause is final; the separate 90 day retention window applies only to voluntary deletions under clause 58.
60.4 Your product is your business, and we never take it over while you are running it. The moment you come back, respond or settle the balance, control returns to you, and we take no ownership of your brand, your customer relationships or your data by stepping in. Any SaaS Factory registered domain lapses at its renewal if unpaid (clause 53.2).
60.5 Empty accounts. An account with no products, no balance and no logins for 12 months may be closed on 60 days’ email notice. The export window applies, and financial records are retained under clause 58.4.
61. End user protection
61.1 We may take reasonable protective action where end users are at risk of harm from an abandoned, suspended or non compliant product, including notices to end users and refunds from held funds where identifiable.
Part 11 — Housekeeping
62. Changes to these terms
62.1 Material changes (including fees, liability, data or funds handling) are presented in app with a summary of key changes and a link to the full terms. You accept by clicking OK; your acceptance is logged with a timestamp and version. Material changes take effect no earlier than 30 days after notice, and if you do not accept you may exit without penalty before they take effect.
62.2 Minor changes are posted and take effect on posting. Continued use is acceptance.
63. Notices
63.1 We give notices in app and by email to your account owner’s registered address; they are deemed received 24 hours after sending. Keep your contact details current — three failed notices to a stale address still count as us trying (clause 60).
63.2 Legal notices to us go to our registered office: [address].
64. Contract assignment
64.1 We may assign this agreement within the Constellation Software, Volaris or Omegro group of companies without your consent. You may not assign it without our consent.
64.2 If ownership or control of your business changes, we may require re verification (clause 3).
65. Governing law and disputes
65.1 These terms are governed by English law, and the courts of England and Wales have exclusive jurisdiction.
65.2 Before proceedings, the parties will follow an escalation ladder: written notice of the dispute, then 30 days of good faith negotiation.
65.3 Nothing excludes rights that applicable law does not allow a business to exclude.
65.4 Class action waiver (US customers): to the fullest extent permitted, claims are brought individually, not as part of any class, collective or representative action.
65.5 Time limit on claims. Except where the law does not allow it, any claim under these terms must be brought within one year of the event giving rise to it, or it is permanently barred.
66. General
66.1 Neither party is liable for failure caused by events outside its reasonable control, but your payment obligations survive.
66.2 These terms, the DPA, the sub processor list and the pricing page are the entire agreement. If a clause is unenforceable, the rest stand. Not enforcing a clause once is not a waiver. No one other than you and us has rights under these terms.
66.3 Survival. Clauses which by their nature should survive termination do so, including: IP and licences (44 to 47), your indemnities, client funds and reserves (12 and 13), data protection (48 to 50), liability (57), records retention (58.4), and governing law and disputes (65).
66.4 Feedback about SaaS Factory. Suggestions, ideas or feedback you give us about SaaS Factory itself belong to us, and we may use them without restriction or compensation. This is separate from feedback inside your product (clause 26), which is yours.
66.5 Language. These terms may be translated for convenience; the English version prevails.
agentOS Proptech Group Ltd, trading as SaaS-Factory.ai