Terms and Conditions

By accessing our website, engaging our professional services, or using our SaaS platform, you ("Client", "you", or "your") agree to be bound by these Terms and Conditions ("Terms"). These Terms constitute a legally binding agreement between you and The Agents Layer, Inc. ("The Agents Layer", "we", "us", or "our").

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you must not use our services.

The Agents Layer provides the following categories of services:

AI Consultancy: Strategic advisory services to help organisations identify, evaluate, and plan AI adoption initiatives, workforce transformation, and operating model redesign aligned with artificial intelligence capabilities.

AI Development: Custom design and engineering of AI-powered software systems, including large language model applications, agentic pipelines, machine learning models, and intelligent automation solutions tailored to client requirements.

System Integration: Implementation services that connect AI systems with existing enterprise infrastructure, third-party APIs, data platforms, and operational workflows to deliver end-to-end, production-ready solutions.

AI SaaS Platform: Access to our hosted agentic AI platform, which provides tools to deploy, manage, monitor, and optimise AI agents across enterprise workflows on a subscription basis.

The specific scope, deliverables, timelines, and fees for each engagement are defined in a Statement of Work ("SOW") or Order Form executed by both parties.

Our services include the design and deployment of autonomous and semi-autonomous AI agents. By using these services, you acknowledge and agree to the following:

AI Output Responsibility: AI agents produce outputs based on models, instructions, and data provided or approved by you. The Agents Layer is not responsible for decisions made by your organisation based on AI outputs. You remain responsible for validating AI outputs before acting on them in consequential business contexts.

Human Oversight: You are responsible for maintaining appropriate human oversight of AI agents deployed in your workflows, particularly in regulated industries or where agent actions have significant financial, legal, or operational consequences. Our platform provides observability and audit tooling to support this obligation.

No Guarantee of Accuracy: AI systems, including large language models, may produce outputs that are incomplete, incorrect, or unexpected. We do not warrant that agent outputs will be error-free, and we strongly recommend implementing validation layers in production deployments.

Responsible Use: You must not use our AI services to generate harmful, deceptive, discriminatory, or unlawful content, or to automate decisions that violate applicable law or regulation.

Subject to payment of applicable subscription fees and compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use our SaaS platform solely for your internal business operations.

Permitted use: You may configure, deploy, and operate AI agents using the platform features made available under your subscription tier.

Restrictions: You must not (a) sublicense, resell, or distribute platform access to third parties; (b) reverse engineer, decompile, or attempt to extract the source code of the platform; (c) use the platform to build a competing product or service; (d) circumvent usage limits, access controls, or billing mechanisms; or (e) introduce malicious code or interfere with platform infrastructure.

Suspension: We reserve the right to suspend platform access immediately if we reasonably believe your use violates these Terms, poses a security risk, or is required by law.

You agree to:

• Provide accurate, complete, and up-to-date information necessary for service delivery

• Ensure that data and materials you provide to us do not infringe the intellectual property rights or privacy rights of third parties

• Maintain the confidentiality of your platform account credentials and notify us immediately of any suspected unauthorised access

• Obtain all necessary consents, licences, and regulatory approvals required for your use of AI services in your jurisdiction and industry

• Cooperate reasonably with our teams during consultancy, development, and integration engagements

Our property: The Agents Layer retains all intellectual property rights in our platform, proprietary AI frameworks, methodologies, tools, pre-existing code, and general know-how. These Terms do not transfer any ownership rights in our intellectual property to you.

Your property: You retain ownership of all data, content, and materials you provide to us. You grant us a limited licence to use such materials solely to deliver the contracted services.

Custom deliverables: Intellectual property ownership in custom deliverables produced under a SOW (such as bespoke AI agents or integrations) is as agreed in that SOW. In the absence of an express assignment, custom work product is licensed to you on a perpetual, royalty-free basis for internal use only.

Feedback: Any feedback, suggestions, or ideas you provide regarding our platform or services may be used by us without obligation or compensation to you.

Each party agrees to keep confidential all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information").

Neither party shall disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or advisors who need to know and are bound by equivalent confidentiality obligations.

These obligations do not apply to information that (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice where permitted.

Fees: All fees are as set out in the applicable SOW, Order Form, or subscription plan. Fees are quoted exclusive of applicable taxes unless stated otherwise.

Invoicing: Consulting and development engagements are invoiced as agreed in the SOW (e.g., on milestone completion, monthly, or upon delivery). SaaS subscription fees are billed in advance on the applicable subscription cycle.

Payment: Invoices are due within 30 days of the invoice date unless otherwise agreed. Overdue amounts may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

Disputes: You must raise any billing dispute in good faith within 14 days of the invoice date. Undisputed amounts remain due and payable.

To the fullest extent permitted by applicable law:

Exclusion of consequential damages: Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profit, loss of revenue, loss of data, or business interruption, arising out of or related to these Terms or the services, even if advised of the possibility of such damages.

Liability cap: The Agents Layer's total aggregate liability for any claims arising out of or related to these Terms shall not exceed the total fees paid by you to The Agents Layer in the 12 months preceding the event giving rise to the claim.

Exceptions: Nothing in these Terms limits liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be limited under applicable law.

Term: These Terms remain in effect for the duration of your engagement with us or your active subscription, and for any period thereafter as required by surviving provisions.

Termination for convenience: Either party may terminate a SaaS subscription by providing written notice before the next renewal date. Consulting or development engagements may be terminated per the terms of the applicable SOW.

Termination for cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within 14 days of receiving written notice.

Effect of termination: Upon termination, all licences granted under these Terms cease. You must cease use of our platform and destroy or return any Confidential Information. Clauses that by their nature should survive termination (including Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law) shall survive.

These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the jurisdiction in which The Agents Layer is incorporated, without regard to its conflict of law principles.

The parties agree to first attempt to resolve any dispute in good faith through direct negotiation. If unresolved after 30 days, disputes shall be submitted to binding arbitration or the courts of competent jurisdiction in The Agents Layer's principal place of business, as permitted by applicable law.

We reserve the right to update these Terms at any time. When we make material changes, we will notify you by email or by posting a prominent notice on our website and platform. Your continued use of our services after the effective date of updated Terms constitutes acceptance of the changes. If you do not agree to the updated Terms, you must discontinue use of our services.