Maintenance Desk™: SaaS Agreement & Terms of Service
Welcome to Maintenance Desk™, the property maintenance operating system provided by Maintenance Desk Ltd., a wholly owned subsidiary of FiXiFi.Ai Ltd. ("we," "us," or "our").
This SaaS Agreement ("Agreement") governs your ("Agency," "Property Manager," or "Client") access to and use of the Maintenance Desk™ software dashboard, our proprietary omnichannel multi-agent Artificial Intelligence ecosystem, and our deep data registry.
By creating an account, clicking a "Go Ahead", "Approve", or similar link, logging into the platform, or instructing our AI systems ("Kojak") via any supported omnichannel network (including telephone, SMS, WhatsApp, or email), you agree to be legally bound by these terms.
Part 1: The Software Service, AI Ecosystem & Limitations
1. Software as a Service (SaaS) & Subscription Fees
We provide a digital orchestration layer allowing you to manage tenant repair requests, utilise AI for triage and compliance monitoring, and seamlessly dispatch contractors.
- Fees and Tiers: Your specific SaaS subscription tier, upgrade options, and monthly software fees are defined in the digital Order Form or Pricing Schedule selected in the “Settings” section of your Maintenance Desk™ dashboard or Order Form. We reserve the right to amend our SaaS pricing upon thirty (30) days' written notice.
2. The AI Agent Ecosystem & Disclaimers
Our platform operates using a sophisticated, multi-agent Artificial Intelligence ecosystem. You acknowledge the specific roles and limitations of these agents:
- Hannah (Tenant Facing - Home Assistant): Handles tenant communications and initial triage. Hannah is programmed with an Emergency Abort Protocol instructing tenants to call 999 for suspected life-threatening issues, but we are not an emergency dispatch service. AI misclassifications of fault severity must be reviewed by your human staff.
- Kojak (Agent Facing - Maintenance Manager): Handles your agency workflows, quoting, communications, and reporting. While Kojak generates data-driven recommendations, you retain final authority and liability over all decisions, including the approval of repairs.
- Bob (Contractor Facing - Trades Coordinator): Handles contractor workflows, dispatch, and logistics. We accept no liability for wasted callout fees or logistical errors resulting from AI misinterpretation, system downtime, or incorrect property access data provided to Bob.
- Ada (Platform Facing - Compliance Officer): Ada is an AI tool designed to assist with monitoring workflows against Central Government legislation, Devolved Government Legislation, Local Authority Regulations, and Codes of Conduct. Ada does not provide legal advice, nor does she guarantee absolute legal compliance. You acknowledge that housing legislation is complex, and the ultimate legal liability for regulatory compliance remains entirely and non-transferable with you.
3. Omnichannel Usage & Financial Authorisations
You acknowledge that Kojak accepts instructions via third-party channels (e.g., SMS, WhatsApp, voice). Any affirmative instruction (e.g., replying "Approve", "Go ahead", or clicking a fast-action link) originating from a phone number, email address, or social handle registered to your Agency account constitutes a legally binding financial authorisation (a Purchase Order).
You are solely responsible for securing the devices and communication channels used by your staff. When instructing Kojak via third-party channels, you are subject to their respective Terms of Service (e.g., Meta, Apple).
4. The Statutory Shield (Awaab’s Law & Renters' Rights Act)
- Your Ultimate Responsibility: You acknowledge that the ultimate legal responsibility for property habitability, statutory repair timeframes (including those mandated by Awaab's Law and the Renters' Rights Act 2025), and tenant safety rests entirely with you and/or your Landlord clients.
- No Guarantee of Compliance: We accept no liability for fines, legal action, or damages resulting from your failure to meet statutory repair deadlines.
5. Dynamic Portfolio Generation (The "Ghost Property" Shield)
If you choose not to upload a verified, restricted property list into the dashboard, Kojak will dynamically build your property database as tenants report issues. You accept absolute liability for reviewing and verifying that you actively manage the property associated with each incoming ticket. We accept no liability for contractor invoices generated for unmanaged or "ghost" properties that your staff authorise or fail to reject.
6. Incorporation of Tenant Terms
You agree that all tenants utilising the platform must accept the Tenant Terms of Use, published on the “Report A Repair” webpage/widget linked or embedded on your website. These consumer-facing terms are incorporated herein by reference and may be updated by us from time to time to maintain legal compliance.
Part 2: Contractor Dispatch, Financials & Marketplace Protection
7. The WrenchTime.app / Job Desk™ Network & The "Efficiency Take Rate"
If you choose to dispatch a repair via our integrated third-party contractor network, the following mechanics apply:
- Algorithmic Quoting: Kojak will generate a quote based on the contractor's rates and the market average.
- The Efficiency Take Rate: You acknowledge that quotes provided for contractors are "Fully Loaded." The final price presented to you is inclusive of the contractor's fee, plus our platform's efficiency take rate (our orchestration margin). This take rate reflects the value of the automated triage, compliance monitoring, and logistical coordination provided by our AI ecosystem, which significantly reduces labour and operational overhead.
- Payment Obligation: We do not charge you a separate invoice for this efficiency take rate; it is baked into the approved quote. By authorising a quote, you legally commit to paying the total specified amount upon the independent contractor's successful completion of the job.
8. Referring Your Own Contractors (Data Privacy)
If you upload or refer your own independent contractors into the platform for dispatch, you warrant that you have obtained explicit, documented consent under the UK GDPR from those individuals to share their personal data (PII) with our ecosystem for the purposes of dispatch and communication via our AI ("Bob").
9. Platform Revenue Share & Compliance Disclosure
If you opt into our Revenue Share program, you will receive a defined percentage of the total payable for qualifying invoiced jobs.
- Compliance & Disclosure: You warrant that you bear sole legal responsibility for disclosing this revenue share/commission arrangement to your Landlord clients in accordance with the Property Ombudsman Code of Practice and all applicable UK consumer protection laws.
10. Non-Circumvention & Non-Solicitation
To protect the integrity of our marketplace, you agree that for a period of twelve (12) months following the introduction of any independent contractor to you via our platform, you shall not directly or indirectly solicit, contract with, or engage that contractor for property maintenance services outside of the Maintenance Desk™ platform.
Breach of this clause will result in immediate account suspension and a penalty fee equivalent to the lost efficiency take rate on circumvented jobs.
11. Exclusion of Contractor Liability
We strictly provide the software layer connecting you to independent contractors. We do not employ contractors. We accept no liability for the quality of their physical workmanship, property damage, compliance with health and safety regulations, or failure to resolve the maintenance issue.
Part 3: Data Architecture, Registry & Privacy (DPA)
12. Controller vs. Processor Relationship
- Tenant & Landlord Data (Processor): In accordance with the UK GDPR, you are the Data Controller for all personal data (PII) belonging to your tenants and landlords entered into the platform. We are the Data Processor, processing this solely on your documented instructions. You are solely responsible for handling your tenants' Subject Access Requests (SARs) or Right to Erasure requests.
- B2B Account Data (Controller): Maintenance Desk Ltd. acts as the Data Controller for your specific business account data (e.g., your staff names, business email addresses, and billing information) required to manage our B2B relationship.
13. The Data Registry (The "Property Passport")
While you retain complete ownership over the personal data of your clients, Maintenance Desk™ acts as a data registry for residential rental property intelligence. You agree that FiXiFi.Ai Ltd. retains exclusive, perpetual, and irrevocable ownership of all anonymised, non-personally identifiable data generated through the platform (the "Property Passport").
This exclusively owned data moat includes, but is not limited to:
- Asset Lifecycle Data: The make, model, serial numbers, lifespan, and repair history of all structural elements, fixtures, fittings, and appliances submitted via media or text.
- Telemetry & IoT Ingestion: Data streams from connected smart home devices, environmental sensors (e.g., moisture, humidity, temperature monitors, energy consumption), and smart meters linked to the property.
- Occupant & Environmental Metadata: Anonymised environmental degradation trends and usage patterns (e.g., condensation patterns, hardware wear-and-tear metrics) derived from tenant behaviour, strictly aggregated to prevent individual profiling.
Part 4: Intellectual Property & AI Training
14. Platform IP
All intellectual property rights in Maintenance Desk™, Hello Maintenance, Maintenance Magic, WrenchTime.app, Job Desk™, our multi-agent AI ecosystem ("Hannah", "Kojak", "Bob", and "Ada"), our internal computer vision models, and the underlying software architecture remain the exclusive property of Maintenance Desk Ltd., a wholly owned subsidiary of FiXiFi.Ai Ltd.
15. AI Training License
To continuously improve our proprietary AI diagnostic and logistical algorithms, you grant us a perpetual, irrevocable, royalty-free license to use the fault media (written and verbal reports, photos, audio, and videos) uploaded by your tenants and contractors. We guarantee that all such media will be strictly anonymised and stripped of all personally identifiable information prior to being used for internal AI training.
Part 5: Enterprise SaaS Mechanics & General Provisions
16. Service Level Agreement (SLA) & Third-Party Integrations
- "As-Is" Provision: While we strive for maximum uptime, the platform is provided on an "as-is" and "as-available" basis without absolute warranties against bugs, latency, or server outages.
- API Limits: If you connect Maintenance Desk™ to third-party CRM or property management software (e.g., Reapit, Fixflo), we accept no liability for data corruption, sync failures, or system crashes originating from those third-party environments.
17. Mutual Confidentiality
Both parties agree to hold in strict confidence all proprietary business information, pricing models, AI architectures, and trade secrets disclosed during the term of this Agreement. This obligation survives the termination of your account.
18. Agency Indemnification
You agree to indemnify, defend, and hold harmless Maintenance Desk Ltd. and FiXiFi.Ai Ltd. from any claims, fines, damages, or legal fees arising from: (a) your failure to meet statutory repair deadlines (e.g., Awaab's Law); (b) your breach of the UK GDPR; (c) your failure to disclose revenue share agreements to your clients; or (d) physical harm or property damage resulting from your failure to act on AI-flagged emergencies.
19. Term, Termination, and Account Default
- Suspension: We reserve the right to suspend your access without notice if we detect fraudulent activity, abusive behaviour towards our staff or AI, or if you fail to pay completed job invoices.
- Late Payments: Overdue invoices will accrue interest at the statutory rate (currently 8% plus the Bank of England base rate), and we reserve the right to engage third-party debt collection services.
20. Limitation of Liability
To the maximum extent permitted by law, our total aggregate liability to you for any claims arising under this Agreement shall not exceed the total SaaS fees (excluding completed job invoice payments) paid by you to us in the twelve (12) months preceding the claim. We shall not be liable for any indirect, consequential, or reputational damages.
21. Governing Law & Jurisdiction
This Agreement is governed by the laws of England and Wales. The courts of London shall have exclusive jurisdiction over any disputes.
22. Company Details & Notices
Maintenance Desk™ is a trading name of Maintenance Desk Ltd., a company registered in England and Wales, which is a wholly owned subsidiary of FiXiFi.Ai Ltd.
- Registered Office: 124 City Road, London EC1V 2NX
- Contact Email (Legal & Privacy Notices): office@fixifi.ai
Any formal legal notices or data protection inquiries relating to this Agreement should be sent in writing to the email or physical address provided above.