FAC Cloud - Terms of Service
Effective Date: September 15, 2026, Version: 1.0
1. Introduction and Acceptance
These Terms of Service ("Terms") form a binding agreement between Promantia Business Solutions Pvt. Ltd (CIN: U72900KA2017PTC108567), a company incorporated in India with its registered office at No 103, Maria Regency Manor, Madras Sappers Officers Colony, Banaswadi Mn Rd , Bangalore, Karnataka, India - 560033 ("FAC Cloud", "we", "us", or "our"), and the organisation that registers for or uses the Service ("Customer", "Tenant", "you", or "your").
By registering for, accessing or using FAC Cloud, you agree to these Terms, our Privacy Policy, and our Data Processing Agreement (together, the "Agreement"). The Data Processing Agreement is incorporated by reference and applies whenever you provide us with personal data.
If you are accepting these Terms on behalf of an organisation, you represent that you are authorised to bind that organisation to the Agreement. If you do not agree, do not use the Service.
FAC Cloud is intended only for business and professional use. It is not offered to consumers and is not designed for individuals under the age of 18.
2. The Service
1. What FAC Cloud is
FAC Cloud is a multi-tenant, cloud-hosted AI runtime that lets you connect a Frappe / ERPNext (or compatible) deployment to large language models (LLMs) and operate AI assistants on top of your business data. Depending on your plan and configuration, the Service includes capabilities such as:
conversational AI assistants with real-time streaming responses and multi-model routing;
tool execution against your business applications via the Model Context Protocol (MCP), with Human-in-the-Loop (HITL) approvals for sensitive operations;
usage metering, prepaid credits, invoicing and payment processing;
optional knowledge retrieval, memory, automation and discovery features that we may make available from time to time;
a programmatic interface for developer access;
supported client applications, including a web client, a mobile client and an administrator console.
We may add, modify, replace or discontinue features. We will not materially reduce the core functionality you have paid for during a paid subscription term without notice.
2. Beta features
Features labelled "beta", "preview", "experimental" or similar are provided as-is, may change or be removed at any time and are excluded from any service-level commitment, warranty and, to the extent permitted by applicable law, from the intellectual-property indemnity in Clause 13.1.
3. Open-source client
Our open-source web client (distributed under the GNU Affero General Public License v3.0, AGPLv3, as part of the Frappe Assistant Core ("FAC") project, with the chat experience referred to as "FAC Chat") is governed by that licence, not by these Terms. These Terms govern only your use of the FAC Cloud cloud Service. Nothing in these Terms restricts your rights under AGPLv3 in respect of the open-source client.
3. Eligibility and Accounts
1. Eligibility
To use the Service you must (a) be an organisation or an individual acting in a business capacity, (b) have legal capacity to enter into the Agreement, (c) not be barred from receiving the Service under applicable law (including export-control, sanctions and AI-export regimes) and
(d) operate a Frappe-compatible deployment or otherwise use the Service through one of our supported clients or SDKs.
2. Registration and credentials
On registration, we issue you a Tenant ID and a Tenant Secret used to authenticate API requests via HMAC-SHA256 signatures. You are responsible for keeping the Tenant Secret confidential, for all activity carried out under your credentials, and for promptly notifying us of any suspected compromise at [email protected].
3. Customer administrators and end-users
You may permit your employees, contractors and other individuals authorised by you
("End-Users") to use the Service through your tenant. You are responsible for: (a) provisioning, suspending and removing End-User access, (b) ensuring End-Users comply with these Terms,
(c) confirming that no End-User is under the age of 18, (d) configuring HITL approval policies and tool-trust settings appropriately and (e) providing required notices and obtaining required consents from End-Users and any third parties whose data is processed through the Service.
4. Customer Data and AI Outputs
1. Ownership
As between the parties, you retain all right, title and interest in (a) data and content you or your End-Users submit to the Service, including prompts, attachments, uploaded documents, custom instructions, team instructions, memories and business records accessed via MCP ("Customer Data") and (b) the outputs generated by the AI in response to your prompts ("AI Outputs"). You grant us a non-exclusive, worldwide, royalty-free licence to host, process, transmit and display Customer Data and AI Outputs solely to provide, secure and improve the Service for you, and as required to comply with law.
2. No training on your data
We do not use Customer Data, AI Outputs or your prompts to train our own foundation models. We use only enterprise / API tiers of our LLM sub-processors that contractually do not train on your prompts or outputs (see the DPA for the current sub-processor list and links to their enterprise privacy commitments). We may use aggregated, de-identified telemetry — such as request counts, latency, error rates, token volumes per model and tenant — to operate, secure and improve the Service. We will not re-identify such data and will not sell it.
3. Probabilistic nature of AI Outputs
You acknowledge that AI Outputs are generated probabilistically and may be inaccurate, incomplete, biased, out-of-date or otherwise unsuitable for any particular purpose. AI Outputs do not constitute and must not be relied upon as professional, legal, medical, financial, or other regulated advice, and the Company expressly disclaims any liability arising from such reliance. You are responsible for reviewing AI Outputs before acting on them, for configuring HITL approvals on write operations and for not relying on the Service for decisions with material legal, safety, employment or financial consequences without human review.
4. Similar outputs
Different users may receive similar or identical AI Outputs in response to similar prompts. You agree not to claim exclusive rights over AI Outputs to the extent doing so would prevent other customers from receiving similar outputs through their own independent use of the Service.
5. Acceptable Use
You must not, and must not permit any End-User or third party to:
- use the Service to violate any law, regulation, third-party right or our published policies, including the Information Technology Act, 2000 (including Sec 66, 66A-F, 67, 67A and 67B thereof), export-control, sanctions, anti-bribery, intellectual-property and data-protection laws;
- generate, transmit or facilitate content that is unlawful, infringing, defamatory, harassing, hateful, sexually exploitative of minors, or that promotes violence, self-harm or terrorism;
create or disseminate malware, phishing kits, spam or other malicious payloads;
attempt to bypass authentication, signature verification, rate limits, quotas, isolation boundaries or other technical controls;
- reverse engineer, decompile or attempt to extract the underlying models, weights, prompts, source code or algorithms, except to the extent this restriction is prohibited by law;
use the Service to develop a competing AI product or to train any model;
process personal data of individuals under the age of 18;
use the Service to make decisions that produce legal or similarly significant effects on a natural person solely by automated means, unless you have implemented adequate human review, lawful basis and disclosures as required by applicable law (including Article 22 GDPR);
- use the Service in connection with safety-critical systems, weapons, nuclear facilities, life-support or any other use where failure of the Service could foreseeably cause death, personal injury or severe environmental damage;
- resell, sublicense, lease or otherwise commercially exploit the Service except under a written reseller / partner agreement with us;
- impersonate any person or entity, or misrepresent your affiliation with any person or entity.
- In addition, you must not use the Service in a manner that would constitute a “high-risk AI system” use case under Regulation (EU) 2024/1689 (EU AI Act) without implementing the conformity assessment, transparency, human-oversight and record-keeping obligations required of the deployer under that Regulation for the relevant use case; or deploy or configure the Service as a General-Purpose AI system for third parties in a manner that triggers provider obligations under Title VIII of the EU AI Act, without first obtaining our written agreement on allocation of those obligations.
We may suspend access without prior notice if we reasonably believe your use violates this Clause 5, threatens the security, integrity or availability of the Service, or exposes us or our other customers to material legal risk.
6. Subscriptions, Credits and Billing
1. Plans and credits
The Service is sold on a subscription basis. Your plan includes a periodic credit allowance and may permit prepaid credit top-ups and (where applicable) overage charges. Credits are consumed in proportion to the resources a request uses, including the AI model selected, the size of the request and response, and any optional capabilities you invoke. More capable models consume credits at a higher rate than lighter-weight models.
Current plans, including allowances, model-tier definitions, per-tier consumption rates and any overage rates are published on our pricing page and in your account. We may change plans, allowances and rates from time to time on at least 30 days' notice; changes take effect at the start of your next billing cycle.
2. Quotas and overage
Usage is metered in real-time. We send warning notifications at 80%, 90% and 95% of your quota. When your quota is fully exhausted and you have no prepaid credits, the Service may be throttled or temporarily suspended until your next billing cycle or until additional credits are purchased.
3. Payments, taxes and refunds
Subscription fees are billed in advance for each billing cycle. Payments are processed by Stripe or Razorpay (selected by you, your country, or by us based on supported currencies). You authorise us and our payment processor to charge your selected payment method (including via NACH eMandate, card-on-file or other recurring authorisation). Fees are stated exclusive of taxes; you are responsible for all applicable taxes, withholding, duties and levies, except for taxes on our income. For recurring debit mandates processed through Indian payment rails, we will comply with the Reserve Bank of India’s framework on processing of e-mandates for recurring transactions (RBI Circular DPSS.CO.PD No.447/02.14.003/2019-20 and subsequent circulars), including sending a pre-debit notification to you at least 24 hours before each scheduled debit. Where you are an Indian registered entity, we will issue a GST-compliant tax invoice as required under Sec 31 of the Central Goods and Services Tax Act, 2017 for each billing cycle; you must provide your GSTIN on registration to enable input tax credit claims. Where withholding is required by law, you will gross-up payments to ensure we receive the full invoiced amount, unless prohibited.
Except where required by mandatory law, subscription fees and prepaid credits are
non-refundable. If a payment fails, we will follow a dunning process (typically: notice, retries, grace period, suspension, closure). Continued non-payment after the grace period may result in termination.
4. Price changes
We may change subscription prices with at least 30 days' written notice (including via in-product notice or email). Price changes take effect at the start of your next billing cycle. If you do not accept a price change, you may terminate the affected subscription effective at the end of the then-current cycle.
7. Third-Party Services and Sub-Processors
The Service relies on third-party sub-processors, including LLM providers (Anthropic, OpenAI and others), payment processors (Stripe, Razorpay), cloud infrastructure providers and email delivery providers. The current list and the data sent to each is maintained in the DPA and is updated when sub-processors change. You authorise us to transmit Customer Data and AI Outputs to these sub-processors strictly as needed to provide the Service. Sub-processors are bound by contractual obligations substantially equivalent to those in the DPA.
Where you configure additional tools, MCP servers or external integrations, those third-party services operate under their own terms and privacy practices, not these Terms. You are responsible for the lawfulness of data flows you initiate to them.
The Company will provide at least 30 days’ advance written notice before adding a new sub-processor that will process Customer personal data, during which time the Customer may object on reasonable data-protection grounds. If the Company cannot accommodate the objection, the Customer may terminate the affected subscription without penalty.
8. Security
We maintain commercially reasonable administrative, technical and physical safeguards designed to protect the Service and Customer Data, including encryption in transit (TLS 1.2+), encryption at rest for sensitive fields (OAuth tokens, tenant secrets, API keys, payment-gateway credentials), HMAC-signed APIs, role-based access controls, audit logging, vulnerability management and incident response. Our current security commitments are described in the DPA. You are responsible for security on your side of the integration, including the security of your Frappe deployment, OAuth flows you authorise, custom MCP tools you expose and End-User credentials.
9. Availability and Support
We aim for high availability but the Service is provided on a commercially reasonable best-effort basis and is not subject to a service-level guarantee unless we have agreed to one in a separate, signed order form. Scheduled maintenance, third-party outages (including LLM providers, payment processors and infrastructure providers), Customer-side issues and Force Majeure events are excluded from any availability measurement.
Standard support is provided by email to [email protected]. Response targets vary by plan. Security issues should be reported to [email protected] and will be triaged irrespective of plan.
10. Intellectual Property
Subject to Clause 4, we and our licensors retain all right, title and interest in and to the Service, all of its components, our developer interfaces and SDKs, client applications, administrator consoles, documentation, trademarks and logos, and any improvements, derivatives or feedback-derived work. No rights are granted by implication, estoppel or otherwise.
AGPLv3-licensed components remain subject to their respective licences.
If you provide feedback, suggestions or feature requests, you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use that feedback for any purpose, without obligation to you.
11. Confidentiality
Each party may receive non-public business, technical and operational information of the other ("Confidential Information"). The receiving party will (a) protect Confidential Information with at least the same standard of care it uses for its own confidential information of like sensitivity (and no less than a reasonable standard), (b) use it only to perform under or exercise rights under the Agreement and (c) not disclose it except to personnel and advisers bound by confidentiality obligations and on a need-to-know basis. Confidentiality obligations survive termination for three (3) years; trade secrets are protected for so long as they remain trade secrets.
Confidential Information does not include information that is (i) publicly known through no fault of the receiving party, (ii) independently developed without use of the disclosing party's Confidential Information, (iii) rightfully received from a third party without restriction or (iv) required to be disclosed by law or court order, provided the receiving party gives reasonable advance notice where lawful.
12. Warranties and Disclaimers
Each party warrants that it has authority to enter into the Agreement. We warrant that we will provide the Service with reasonable skill and care.
Except as expressly set out in this Clause 12, the Service, AI Outputs and all related materials are provided "as is" and "as available" and we disclaim, to the maximum extent permitted by law, all other warranties, whether express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, availability or uninterrupted operation, and any warranty that AI Outputs will be free from hallucinations, bias or errors.
13. Indemnification
1. By us
We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with the Agreement, infringes that third party's intellectual-property rights, and will pay damages and reasonable costs finally awarded by a court of competent jurisdiction or agreed in settlement. This indemnity excludes claims arising from (a) Customer Data, AI Outputs or your prompts, (b) modification of the Service by anyone other than us, (c) combination of the Service with anything not supplied by us where the claim would not have arisen without the combination, (d) your use of a beta feature or (e) your continued use after we provide a non-infringing alternative or notify you to stop.
2. By you
You will defend us and our affiliates against any third-party claim arising out of or relating to (a) Customer Data or AI Outputs, including any claim that they infringe a third party's rights, are unlawful or breach a duty owed by you, (b) your or your End-Users' breach of Clauses 4 (Customer Data and AI Outputs), 5 (Acceptable Use) or 6 (Subscriptions, Credits and Billing),
(c) any processing of personal data of children under the age of 18 through your tenant, (d) actions taken by users of your Frappe or other downstream applications and (e) your violation of applicable law, and will pay damages and reasonable costs finally awarded or agreed in settlement.
3. Process
The indemnified party will (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defence and settlement (provided no settlement imposes liability or admission of wrongdoing on the indemnified party without its consent, not to be unreasonably withheld) and (iii) provide reasonable cooperation at the indemnifying party's expense.
14. Limitation of Liability
To the maximum extent permitted by applicable law:
- neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings or loss, corruption or inaccuracy of data, however caused and whether in contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such loss;
- each party's total aggregate liability under or in connection with the Agreement in any twelve (12) month period will not exceed the fees paid or payable by you to us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim;
- this Clause 14 does not limit liability for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, (c) your payment obligations, (d) either party's indemnification obligations under Clause 13, (e) your breach of Clause 5 (Acceptable Use), (f) the Company's breach of its data security obligations under Section 8 or the Data Processing Agreement resulting in a personal data breach, or any liability that cannot be excluded or limited under applicable mandatory law.
- For the further avoidance of doubt, and in accordance with Sec 23 of the Indian Contract Act, 1872, nothing in this Clause 14 excludes or limits either party’s liability for loss or damage caused by that party’s wilful misconduct or gross negligence (including any act done with intent to cause damage or with knowledge that damage would probably result), as such liability cannot be excluded under Indian law.
15. Term and Termination
1. Term
The Agreement starts when you first accept these Terms and continues until terminated. Subscriptions renew automatically for successive billing cycles unless cancelled.
2. Termination for convenience
You may cancel your subscription at any time effective at the end of the then-current billing cycle through your account settings or by contacting [email protected]. We may terminate or non-renew on at least 30 days' notice.
3. Termination for cause
Either party may terminate the Agreement immediately on written notice if the other party (a) materially breaches the Agreement and fails to cure within 30 days of written notice (or such shorter period as is reasonable for a breach incapable of meaningful cure or that creates an ongoing risk), (b) becomes insolvent, makes a general assignment for the benefit of creditors or becomes subject to insolvency proceedings or (c) is required to terminate by law. We may also terminate or suspend immediately on notice for serious breach of Clause 5 (Acceptable Use) or for non-payment beyond the grace period.
4. Effect of termination
On termination: (a) all licences and access granted to you cease, (b) you must stop accessing the Service, (c) accrued but unpaid fees become immediately due, (d) we will, at your written request made within 30 days, export your Customer Data in a structured machine-readable format (see DPA Clause 12), and (e) we will delete Customer Data within 30 days of termination, except where retention is required by law (notably billing and tax records). Clauses that by their nature should survive termination — including Clauses 4 (ownership and
beta-feature disclaimers), 6.3 (paid fees non-refundable), 10 (IP), 11 (Confidentiality), 12
(Disclaimers), 13 (Indemnification), 14 (Liability), 15.4, 16 (Dispute resolution), 17 (Governing law) and 18 (Miscellaneous) — survive.
16. Changes to these Terms
We may update these Terms from time to time. We will (a) update the version and effective date,
(b) provide notice via email, in-product banner or API response header at least 30 days before the change takes effect for material changes (a shorter period may apply for changes required by law, security or sub-processor changes), and (c) make the prior version available on request. If you do not agree to the updated Terms, you must stop using the Service before the new version takes effect; continued use after that date constitutes acceptance. We do not unilaterally amend signed order forms.
17. Governing Law and Dispute Resolution
1. Governing law
The Agreement is governed by the laws of India, excluding its conflict-of-laws principles and the United Nations Convention on Contracts for the International Sale of Goods.
2. Dispute resolution
Any dispute, controversy or claim arising out of or relating to the Agreement, including its existence, validity, interpretation, performance, breach or termination, will first be attempted in good faith between senior representatives of the parties for 30 days. If unresolved, it will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (India), by a sole arbitrator appointed by mutual agreement (or, failing agreement, in accordance with that Act). The seat and venue of arbitration is Bengaluru, Karnataka, India. The language of arbitration is English. The award is final and binding. Nothing in this clause prevents either party from seeking interim, injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, Confidential Information or to enforce payment obligations.If FAC Cloud is registered as a Micro, Small or Medium Enterprise (MSME) under the MSME Development Act, 2006, disputes between the parties where one party is an MSME shall first be referred to conciliation under Sec 18 of that Act before being submitted to arbitration, unless both parties waive this requirement in writing.
18. Miscellaneous
1. Entire agreement
The Agreement (these Terms, the Privacy Policy, the DPA and any order form signed by both parties) is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous understandings. In case of conflict, a signed order form prevails over these Terms, which prevail over the DPA and Privacy Policy with respect to commercial matters; the DPA prevails over these Terms with respect to data-protection matters. Your purchase-order or vendor-portal terms have no effect.
2. Assignment
You may not assign or transfer the Agreement, in whole or in part, without our prior written consent. We may assign the Agreement to an affiliate or to a successor in connection with a merger, acquisition or sale of substantially all of our assets, on notice to you. Any prohibited assignment is void.
3. Notices
Notices to us must be in writing and sent to [email protected] with a copy to our registered office. Notices to you may be given by email to your billing or administrator contact, by in-product notice or by API response header. Notices are deemed received on transmission.
4. Force majeure
Neither party is liable for any failure or delay in performance (other than payment) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, internet or telecommunications failure, third-party-provider outage or denial-of-service attack.
5. Independent contractors
The parties are independent contractors. The Agreement does not create any partnership, joint venture, agency, fiduciary or employment relationship.
6. No third-party beneficiaries
The Agreement is for the benefit of the parties and their permitted successors and assigns only; it confers no rights on any third party.
7. Severability and waiver
If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the remaining provisions will continue in full force. Failure or delay in enforcing any provision is not a waiver of that or any other provision.
8. Export controls and sanctions
You represent that you, your End-Users and your use of the Service are not subject to applicable sanctions or export-control restrictions that would prohibit the Service being provided to you, including those of India, the United States, the United Kingdom and the European Union.
9. Government customers
The Service is commercial computer software. Use by Indian or foreign government entities is subject to these standard commercial terms; we do not accept government-specific procurement riders unless agreed in writing. Customers who are Indian government bodies must note that procurement of AI services may additionally be subject to the Government e-Marketplace (GeM) framework and MeitY guidelines on use of AI tools by government entities.
19. Contact
General / contracts: [email protected]
Support: [email protected]
Security: [email protected]
Privacy / data protection: [email protected] / [email protected]
- Grievance Officer (India, DPDPA): Sunitha Ravindran, Manager - HR & Administration, Promantia . Email [email protected]