Terms of Service
Comprehensive commercial terms and software licensing standards harmonized across Indian IT Rules, UK Commercial Law, and US Federal & State Regulations.
India IT Act & Contract Law
Indian Contract Act 1872, IT Act 2000 (Sec 43A/66/79), and Intermediary Guidelines Rules 2021.
UK Commercial & Consumer Law
Supply of Goods and Services Act 1982, UCTA 1977, Consumer Rights Act 2015 & Computer Misuse Act 1990.
US Commercial & IP Standards
Uniform Commercial Code (UCC), DMCA Takedown Compliance, CFAA & Federal Trade Commission (FTC) rules.
Acceptance of Terms & Legal Capacity
These Terms of Service (“Terms” or “Agreement”) constitute a legally binding agreement entered into between Binary Froster (“Company”, “we”, “us”, or “our”), founded and led by AI Engineer Shivam Dube, and the individual or legal corporate entity (“Client”, “User”, or “you”) accessing binaryfroster.com or engaging our software engineering and consulting services.
By browsing this website, requesting a project estimate, scheduling a discovery session, or signing a Statement of Work (SOW), you confirm that:
- You have reached the legal age of majority (18+ in India, the US, and the UK) and possess the full legal authority to enter into binding contracts.
- If you represent a company or enterprise, you are duly authorized to bind that entity to these Terms.
- You agree to comply with all applicable local, state, national, and international laws and IT regulations.
Scope of Services & SOW Agreements
Binary Froster delivers custom digital technology services, including but not limited to:
Order of Precedence: In the event of any conflict between these general Terms and an executed project-specific Statement of Work (SOW) or Master Services Agreement (MSA), the terms of the signed SOW/MSA shall prevail for that specific project scope.
Acceptable Use & Prohibited Conduct (IT Rules 2021)
In accordance with Rule 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (India), the UK Computer Misuse Act 1990, and the US Computer Fraud and Abuse Act (CFAA), you agree NOT to host, display, upload, modify, publish, transmit, or share any information that:
- Contains software viruses, worms, Trojan horses, rootkits, or malicious computer code designed to interrupt, destroy, or limit the functionality of any computer resource.
- Infringes upon any patent, trademark, copyright, trade secret, or proprietary intellectual property rights of any third party.
- Conducts automated scraping, systematic harvesting, data extraction, or bot attacks against our infrastructure without prior written authorization.
- Attempts unauthorized penetration testing, vulnerability scanning, security bypass, or denial of service (DoS/DDoS) attacks against our servers.
- Is defamatory, obscene, pornographic, pedophilic, invasive of another’s privacy, racially or ethnically objectionable, or unlawful under applicable laws in India, the US, or the UK.
- Impersonates another person or entity, or provides misleading origin information on contact forms or chat widgets.
Client Obligations & Milestone Approvals
To ensure agile delivery and project velocity, the Client agrees to:
- Timely Cooperation: Provide necessary API keys, sandbox credentials, design assets, third-party licenses, and technical documentation within 3 business days of request.
- Sprint Acceptance Period: Review sprint deliverables, staging builds, and milestone demos within 10 business days of handover. If no written notice of non-conformity is submitted within this window, the deliverable will be deemed accepted.
- Scope Changes: Any modifications to project scope outside the signed SOW will be evaluated under a written Change Order reflecting adjusted timelines and fees.
Intellectual Property Rights & Background IP
A. Custom Client Deliverables (Full Assignment Upon Paid Invoices)
Upon receipt of 100% full and final payment for all invoices corresponding to a project milestone, Binary Froster hereby assigns and transfers to the Client all worldwide rights, title, and intellectual property interests in the bespoke application source code, custom UI designs, and database schemas crafted specifically for the Client.
B. Binary Froster Background IP & Reusable Toolkits
Binary Froster retains exclusive ownership of all pre-existing software, proprietary developer libraries, boilerplate scaffolding, architectural patterns, and reusable toolkits (“Background IP”). To the extent Background IP is integrated into Client deliverables, Binary Froster grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, execute, and maintain such Background IP solely in connection with the deliverable.
C. Open Source Software
Deliverables may incorporate open-source libraries (e.g., React, Next.js, TailwindCSS, PyTorch) licensed under permissive terms (MIT, Apache 2.0, BSD). Open source components are governed solely by their respective third-party licenses.
AI Services, LLM Output & Warranties Disclaimer
When our engineering engagements include generative AI, LLM fine-tuning, autonomous agents, or predictive machine learning:
- Probabilistic Nature: Large Language Models generate content probabilistically. While Binary Froster engineers robust guardrails, RAG validation, and deterministic fallbacks, we do not warrant that AI model outputs will be 100% error-free, factual, or free from hallucination in every edge-case scenario.
- Human-in-the-Loop Requirement: For mission-critical decisions (including legal compliance, medical/clinical diagnosis, financial advice, or safety-critical engineering), the Client is responsible for maintaining an appropriate human-in-the-loop validation process.
- Third-Party AI API Uptime: Third-party foundation model APIs (e.g., OpenAI, Anthropic, Google Gemini) are subject to their respective Service Level Agreements (SLAs) and rate limits outside Binary Froster’s direct control.
Invoicing, Multi-Currency (USD/GBP/INR) & Taxes
- Payment Schedules: Standard project engagements follow milestone billing (e.g., 50% project kickoff deposit, 30% intermediate milestone demo, 20% final production deployment), or monthly retainer sprints.
- Payment Due Date: Invoices are due upon receipt or within 14 calendar days of issuance unless otherwise stipulated.
- Late Payments: Overdue invoices accrue interest at the rate of 1.5% per month (or the maximum statutory rate permitted under applicable law in the Client’s jurisdiction).
- Taxes & Statutory Levies: Fees are exclusive of statutory taxes. Applicable taxes (such as GST in India, VAT in the UK, or state sales tax in the US) will be itemized on formal invoices in accordance with local taxation regulations.
Limited Warranties & 30-Day Bug-Fix Guarantee
Binary Froster warrants that all custom engineering services will be performed in a professional, workmanlike manner conforming to modern industry standards.
Statutory Disclaimer:EXCEPT AS EXPRESSLY SET FORTH HEREIN, OUR SITE, DEMO PLAYGROUNDS, AND CONSULTING SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of Liability & Statutory Carve-Outs
Consequential Damages Exclusion: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, OR DATA LOSS.
Aggregate Liability Cap:IN NO EVENT SHALL BINARY FROSTER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO BINARY FROSTER UNDER THE SPECIFIC STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Mutual Confidentiality & NDA Standards
Both parties agree to safeguard the other party’s Confidential Information (including trade secrets, unreleased source code, business logic, customer lists, and financial figures) with the same degree of care used to protect their own sensitive assets (and never less than reasonable care). Confidential Information shall not be disclosed to third parties without prior written consent, except to employees and vetted subprocessors bound by equivalent confidentiality covenants.
Suspension, Termination & Code Handover
- Termination for Convenience: Either party may terminate an ongoing services engagement upon thirty (30) days written notice, subject to payment for all work completed up to the termination date.
- Termination for Cause: Either party may terminate immediately if the other party commits a material breach and fails to cure such breach within fourteen (14) calendar days of written notice.
- Deliverable Handover: Upon termination and settlement of all outstanding invoices, Binary Froster will promptly transfer all completed milestone deliverables, repository commits, and documentation to the Client.
Governing Law, Arbitration & Dispute Resolution
To minimize legal costs and expedite resolution, any dispute arising under these Terms shall be resolved through a tiered escalation process:
DMCA Copyright & Infringement Policy
Binary Froster respects third-party intellectual property rights in compliance with the Digital Millennium Copyright Act (17 U.S.C. § 512), the Indian Copyright Act 1957, and the UK Copyright, Designs and Patents Act 1988.
If you believe content hosted on our site infringes your copyright, send a formal takedown notice to binaryfroster@gmail.com including: (a) identification of the copyrighted work; (b) the specific URL location; (c) your contact information; (d) a statement of good faith belief; and (e) your electronic signature.
Grievance Redressal & Legal Notice Contacts
In compliance with Rule 3(2) of the Information Technology (Intermediary Guidelines) Rules, 2021, our designated Grievance Officer details are published below for all legal notices, terms inquiries, and service disclosures: