Terms of Service
Executive Engagement Summary
By commissioning Frosty Solution for custom web engineering, cloud architecture, or performance marketing retainers, you agree to these commercial terms. We hold ourselves to uncompromising technical standards and clear mutual boundaries.
01.Scope of Engagements & Statements of Work (SOW)
All specialized projects are executed pursuant to written Statements of Work (SOW) or monthly Retainer Agreements specifying concrete milestones, deliverables, tech stacks, and commercial fee structures.
- • Fixed Milestone Engineering: Discrete deliverables (e.g. Next.js app, API infrastructure, mobile app) governed by acceptance criteria and sign-off phases.
- • Monthly Growth & Retainer Engagements: Continuous media buying, content production, creative sprints, and ongoing architectural scaling.
- • Technical Advisory & Audits: Discrete code reviews, security teardowns, and conversion rate optimization blueprints.
02.Intellectual Property (IP) Assignment
We operate under a clean "work-made-for-hire" philosophy:
Upon full payment of all corresponding milestone invoices, Frosty Solution irrevocably assigns to the Client all worldwide rights, title, and interest in the custom codebases, UI assets, copywriting, and media cutdowns created specifically for the Client under the applicable SOW.
Frosty Solution retains ownership of its proprietary base utilities, deployment scripts, boilerplate templates, and internal design tools ("Agency Pre-Existing IP"). The Client is granted a perpetual, royalty-free, non-exclusive license to utilize and modify any incorporated Pre-Existing IP embedded into the final production deliverables.
03.Client Responsibilities & Timely Input
To ensure agile execution and maintain our velocity SLA, the Client agrees to:
- Designate a primary decision-maker with authority to approve design tokens, feature specifications, and campaign budgets.
- Provide required third-party API credentials, domain DNS configurations, and media ad account access within three (3) business days of onboarding.
- Complete milestone reviews and formal feedback within five (5) business days following deliverable deployment to staging environments.
04.Payment Terms, Retainers & Late Invoices
Professional services are billed as follows:
Retainers are billed net-14 days in advance of each active operational month. Media spend is paid directly to advertising platforms (Meta, Google) by the Client.
Structured in phases: 40% initial mobilization deposit, 30% beta functional delivery, 30% final production deployment and IP handover.
Invoices overdue by more than fourteen (14) calendar days are subject to work stoppage and a statutory 1.5% monthly interest fee or the maximum legal limit.
05.Mutual Confidentiality & Non-Disclosure
Both parties agree to treat all business plans, financial projections, software source code, customer data, and growth experiment metrics as strictly confidential ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without express prior written consent, surviving for three (3) years post-termination.
06.Limitation of Liability & Warranty Disclaimer
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL FROSTY SOLUTION, ITS PRINCIPALS (SAURABH SHARMA, ANEESHA), EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA LOSS, OR SERVER OUTAGES CAUSED BY THIRD-PARTY CLOUD PROVIDERS).
OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO ANY SOW OR SERVICE SHALL BE STRICTLY LIMITED TO THE TOTAL FEES PAID BY THE CLIENT TO FROSTY SOLUTION UNDER THAT SPECIFIC SOW DURING THE THREE (3) MONTH PERIOD PRECEDING THE CLAIM.
07.Governing Law & Legal Contact
These Terms shall be interpreted and governed in accordance with international commercial law standards. For legal notices, contract executions, or MSA amendments, please contact: