Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the BusFactor platform and services ("BusFactor," the "Service," "we," "us"). Where you and BusFactor have signed an Order Form, Statement of Work, or master agreement (an "Order"), that Order together with the Data Processing Agreement and our Privacy Policy form the entire agreement between us. In case of conflict, the order of precedence is: (1) the Order, (2) the Data Processing Agreement, (3) these Terms, (4) the Privacy Policy. If you install BusFactor software in your own environment, the BusFactor On-Premise Software Licence Agreement you sign governs that software and prevails over these Terms; these Terms then cover only your use of our hosted onboarding portal.

1. Definitions

• "Customer": the organization on whose behalf the Service is used.
• "Customer Data": data you or your authorized systems provide to or make available to the Service, including directory information and communication metadata.
• "Deployment Model": the configuration under which the Service runs for you: managed cloud, hybrid broker, on-premise, or file-import, as stated in your Order.
• "Output": the risk assessments, scores, maps, simulations, and reports the Service generates.
• "Authorized Users": the individuals you permit to access the Service under your account, subject to the roles and permissions you assign.

2. The Service

BusFactor is an organizational knowledge-risk analysis tool. It analyzes communication metadata: who works with whom, and who owns or approves what, using Organizational Network Analysis and related signals to identify knowledge silos, single points of failure, and departure or integration risk. Each connected source carries the scope you agreed with us before it was connected. BusFactor's analysis works on communication metadata. It never stores the text of a message or the contents of a file, and never sends either to an AI model, on any setting. A test checks this on every build. Where a platform returns message text alongside the metadata, the analysis reads it in memory only to compute yes-or-no signals, such as whether a message is a question, and drops it in the same step. Switching on deeper analysis for a source lets those checks read up to 500 characters of each message for the length of the run. A file import that includes a chat export does contain message text; it is read in memory for the same checks and is not stored or sent to an AI model. Hybrid-broker deployments carry no message text at all. Nothing from message text is reproduced in the Output. Features, signals, and Deployment Models are described in your Order and in our documentation, which we may update as the Service evolves.

3. Accounts, Access & Roles

Access is provisioned by BusFactor or by your account administrator; there is no public self-serve sign-up. You are responsible for (a) the security of your account credentials and any access tokens, (b) all activity under your account, and (c) assigning and maintaining appropriate roles and permissions for Authorized Users. You must notify us promptly of any unauthorized access. You must not share credentials or allow access by anyone other than your Authorized Users.

4. Customer Responsibilities & Authorization

You represent and warrant that:

• You have full authority and all rights, permissions, and lawful basis necessary to provide Customer Data to the Service and to have it analyzed;
• You will provide any notices to, and complete any consultations with, your employees, works councils, or other bodies required by applicable law before analysis begins (a template notice is provided in the DPA);
• You will not provide special-category or sensitive personal data, customer records, message content from sources you have not enabled for deeper analysis, or data you are not permitted to share;
• Your use of the Service and the Output complies with all applicable employment, privacy, and data-protection laws in every relevant jurisdiction.

You are the controller of Customer Data and BusFactor is your processor, as set out in the DPA.

5. Acceptable Use

You agree not to, and not to permit any Authorized User to:

• Use the Service to surveil, covertly monitor, rank, or discipline individual employees;
• Use the Output as the sole or determinative basis for any adverse employment action (see Section 12);
• Attempt to extract, reconstruct, or reverse-engineer individual message content, the underlying models, or our methodology;
• Disclose Output outside your organization without a lawful basis and appropriate confidentiality protections;
• Use the Service in violation of law, or to infringe the rights of others;
• Exceed reasonable usage limits, probe or bypass security controls, or interfere with the Service's operation.

6. Fees, Billing & Taxes

Fees, currency, billing frequency, and any trial or free period are set out in your Order or configured for your account (for example, a first month free followed by a recurring subscription, or a fixed-fee assessment). Recurring subscriptions are billed in advance through our payment processor (Stripe) and renew for successive periods unless cancelled before the renewal date. Except where required by law or expressly stated in your Order, fees are non-refundable and are exclusive of taxes, which are your responsibility. We may suspend the Service for undisputed fees that remain unpaid after reasonable notice.

7. Term & Termination

These Terms apply for as long as you use the Service or as stated in your Order. Either party may terminate for the other's material breach not cured within 30 days of written notice. On termination or expiry, your right to access the Service ends, and we will return or delete Customer Data in accordance with the DPA (including issuing a Certificate of Data Deletion where the DPA provides for one). Sections that by their nature should survive, including 6 (accrued fees), 8–14, and 16–18, survive termination.

8. Confidentiality

Each party may receive information of the other that is confidential ("Confidential Information"), including Customer Data, Output, pricing, and the methodology and non-public features of the Service. The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and subprocessors who need it and are bound by confidentiality obligations. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law (with notice where lawful).

9. Data Protection & Privacy

Our processing of personal data is governed by the Data Processing Agreement and described in the Privacy Policy, both incorporated into these Terms. For the on-premise and file-import Deployment Models, Customer Data is processed within your environment or an isolated workspace and is not sent to third-party subprocessors, as further described in the DPA and your Order.

10. Intellectual Property

BusFactor, the Service, and its analysis methodology are and remain our exclusive property. We grant you a non-exclusive, non-transferable right to use the Service and the Output for your internal business purposes during the term. You retain all rights in Customer Data; we claim no ownership over it or over the Output as applied to your organization. We may create and use aggregated, de-identified statistics derived from use of the Service that do not identify you or any individual, to operate and improve the Service. If you give us feedback, you grant us a perpetual, royalty-free license to use it.

11. Warranties & Disclaimer

We will provide the Service with reasonable skill and care. Except as expressly stated, the Service and Output are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement. Output is probabilistic and derived from pattern analysis; we do not warrant that scores, fragility assessments, or simulations are accurate, complete, or error-free, and they should be used as one input among many.

12. Employment Decisions

The Service is a decision-support tool, not a substitute for human judgment. You agree that the Output must not be used as the sole or determinative basis for hiring, firing, promotion, discipline, compensation, or any other individual employment decision, and that any such decision remains your sole responsibility. You are responsible for ensuring your use of the Output is fair, lawful, and non-discriminatory.

13. Indemnification

You will defend and indemnify us against claims arising from Customer Data you provided without authorization or lawful basis, from your breach of Sections 4, 5, or 12, or from your use of the Output in violation of law. We will defend and indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual-property rights. The indemnifying party's obligations are conditioned on prompt notice, sole control of the defense, and reasonable cooperation.

14. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to the Service, even if advised of the possibility. Each party's total aggregate liability arising out of or relating to these Terms, including its obligations under Section 13 (Indemnification), will not exceed US$25,000, unless your Order states a different amount. These limits do not apply to your payment obligations or to liability that cannot be limited under applicable law.

15. Beta & Design-Partner Features

Features identified as beta, preview, evaluation, or design-partner are provided for early access, may change or be withdrawn, and are excluded from any service commitments and from the warranties in Section 11. Where you participate as a design partner, any additional terms in your Order apply.

16. Export & Sanctions Compliance

Each party will comply with applicable export-control and economic-sanctions laws. You represent that you are not located in, and will not use the Service from, a jurisdiction subject to comprehensive sanctions, and that you are not a party with whom dealing is prohibited under those laws.

17. Governing Law & Disputes

Unless your Order specifies otherwise, these Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located there. Nothing prevents either party from seeking injunctive relief to protect its Confidential Information or intellectual property.

18. General

These Terms, together with your Order, the DPA, and the Privacy Policy, are the entire agreement between the parties and supersede prior discussions. We may update these Terms and will notify you of material changes by email or in-app; continued use after the effective date constitutes acceptance. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets. If any provision is held unenforceable, the rest remains in effect. No failure to enforce is a waiver. Neither party is liable for delays caused by events beyond its reasonable control.

19. Contact

Questions about these terms? Email legal@getbusfactor.com.