1.1. These Terms govern your use of Frosty Agent (the “Service”), an AI sales and support agent that you deploy on your own website and messaging channels. Frostrek LLP (“Frostrek”, “we”, “us”, “our”) provides the Service.

1.2. By creating an account or using the Service you agree to these Terms. If you are agreeing on behalf of a company, you confirm that you have authority to bind it.

1.3. You must be at least 18 and capable of entering into a contract. The Service is for business use only.

1.4. These Terms incorporate our Acceptable Use Policy (https://frostyagent.com/legal/acceptable-use) and, where we process personal data on your behalf, our Data Processing Addendum (https://frostyagent.com/legal/dpa). Both form part of these Terms. Our Privacy Policy is a notice, not part of this agreement, though it describes how we handle personal data and we will comply with it.

2.1. Frosty Agent provides an AI agent that answers questions from your customers and visitors, captures leads, books meetings, prepares quotations, and hands conversations to your staff. It operates on the website widget, on WhatsApp, and on other channels we enable from time to time.

2.2. Your right to use it. For as long as your subscription is current and you comply with these Terms, we grant you a non-exclusive, non-transferable, worldwide right to access and use the Service for your own business, and to install the widget on websites you control. You may allow your team members to use it under your account.

2.3. What we provide is the software and the hosted service that runs it. You remain responsible for what your agent says on your behalf, for the accuracy of the knowledge base you supply, and for your relationship with your customers.

3.1. You must provide accurate registration details and keep your credentials secure.

3.2. You are responsible for all activity under your account, including that of team members you invite.

3.3. Notify us promptly at security@frostyagent.com if you believe your account has been compromised.

4.1. Your Content — your knowledge base, catalogue, product data, branding and configuration — remains yours. You grant us a limited licence to host, process and transmit it solely to operate the Service for you.

4.2. Visitor Data — the personal data of people who talk to your agent — is processed by us on your instructions, as your processor. You are the controller. Our respective obligations are set out in the Data Processing Addendum.

4.3. You warrant that you have a lawful basis to collect visitor data and to deploy an AI agent that converses with your customers, and that you have given the notices your own law requires.

5.1. The agent generates responses using large language models. It can be wrong. It may produce inaccurate, incomplete or inappropriate answers despite the guardrails we apply.

5.2. You are responsible for reviewing the knowledge base you supply and for the agent’s configuration.

5.3. Prohibited uses — this is an obligation, not a recommendation. You must not deploy the agent for, or configure it to give, medical, legal, financial or investment advice; safety-critical instructions; or emergency or crisis response. You must not use its output for any purpose that could have a legal or material effect on a person — including decisions about credit, education, employment, housing, insurance, legal or medical matters — without meaningful human review. Breach of this clause is a material breach of the Acceptable Use Policy and clause 8 applies.

5.4. Emergencies and distress. The agent is not an emergency service and cannot summon one. Where your audience may include people in distress, you must configure the agent to show the emergency and helpline information appropriate to your sector and country, and to hand over to a person promptly on request. We apply automated screening intended to recognise messages indicating a crisis and to respond with helpline information rather than a sales reply. That screening currently operates in English only, it will not catch every case, and you must not rely on it as a safeguard.

5.5. Quotations, prices and availability generated by the agent are indicative unless you have configured approval and reviewed them. You are responsible for honouring or correcting them.

5.6. We do not warrant that output will be accurate, complete or fit for any particular purpose.

6.1. We may change AI provider or model at any time to improve quality, cost or availability. Our current providers are listed at https://frostyagent.com/legal/sub-processors, and we give notice of a change as set out in the Data Processing Addendum. We do not name a specific model in these Terms because it is expected to change.

6.2. The Service depends on third-party AI providers whose acceptable-use policies, availability and rate limits apply upstream of us. We are not liable for degradation, suspension or a change in behaviour caused by an AI provider, including a provider restricting content we pass on your behalf. We will use reasonable efforts to maintain the Service, including switching provider where necessary.

8.1. Your use is subject to the Acceptable Use Policy.

8.2. Suspension. Where we reasonably believe you are in material breach of the Acceptable Use Policy, we will tell you what we believe the breach is and give you 3 business days to cure it — unless the breach presents an immediate risk to the security or integrity of the Service, to another customer or to a third party, or the law requires immediate action, in which case we may suspend immediately and tell you why within 24 hours.

8.3. Scope. We will limit a suspension to what is necessary, suspending the affected agent, channel or feature rather than your whole account where that addresses the risk.

8.4. Reinstatement and appeal. We restore the Service promptly once the cause is resolved. If you think we were wrong, tell us at support@frostyagent.com and a person not involved in the original decision will review it and respond within 5 business days.

8.5. During a suspension your data is retained and your subscription continues. If we suspended you wrongly, we will credit the fees for the period of suspension.

9.1. Plans. The Service is sold on subscription plans. Current plans, prices and included allowances are shown at https://frostyagent.com/pricing. Prices are in Indian Rupees unless stated otherwise and are exclusive of GST, which is charged at the applicable rate.

9.3. When a conversation is not billable. A conversation in which the agent produces no answer is not charged. On WhatsApp a conversation is charged only if the reply was actually delivered. If we could not answer because of a fault on our side, you are not charged.

9.4. Changes to the billable unit. We will not change clause 9.2 except on 30 days’ notice, and any change that makes the same volume of traffic consume more credits is treated as a price change under clause 9.9.

9.5. Credits do not roll over. Unused credits expire at the end of each billing period and are not carried into the next one. This applies to paid plans and the free plan alike. Credits have no cash value and are not refundable except under clause 10.3 or clause 14.3.

9.6. Free trial. Where we offer a free trial, its length and any usage limit are stated at the point you start it. A trial does not convert into a paid subscription automatically — we will not charge you unless you choose a plan. We may end or change a trial at any time. Clauses 5, 8, 12, 13, 16 and 17 apply during a trial in full, and the Service is provided during a trial “as is”, with no warranty and no support commitment.

9.7. Free plan. We may offer a free plan with a limited monthly allowance. It is provided “as is”, with no warranty and no support commitment, and we may change, limit or withdraw it on 14 days’ notice. Clauses 5, 8, 12, 13, 16 and 17 apply to free-plan use in full.

9.8. Overage. If you enable overage, conversations beyond your allowance are charged at your plan’s overage rate, up to any spend cap you set. If overage is disabled, the agent stops answering new conversations once your allowance is exhausted.

9.9. Price changes. We may change prices on 30 days’ notice, effective at your next renewal. If you do not accept a change, you may cancel before it takes effect.

9.10. Payment and automatic renewal. Fees are billed in advance for each billing period through our payment processor, Razorpay. Your subscription renews automatically at the end of each billing period, for a further period of the same length, at the then-current price for your plan, until you cancel. By subscribing you register a recurring payment mandate and authorise us to charge your payment method for the renewal fee and applicable taxes on each renewal date. We do not store your card details — they are held by Razorpay.

9.11. Before each renewal we email you at least 7 days before a monthly renewal and 30 days before an annual renewal, stating the date, the amount and how to cancel. Your bank or card network separately sends a pre-debit notification at least 24 hours before the charge, as the Reserve Bank of India requires. If you cancel before the renewal date, no renewal charge is made. You can turn renewal off at any time from your dashboard, without contacting us and without giving a reason.

9.12. Failed payment. If a payment fails we may retry and notify you, and after 7 days we may suspend the Service. Suspension does not delete your data.

9.13. Taxes. You are responsible for all taxes other than tax on our net income. If you are registered for GST you must provide a valid GSTIN, and we will issue a tax invoice accordingly.

10.1. Cancellation. You may cancel at any time from your dashboard or by writing to billing@frostyagent.com. Cancellation takes effect at the end of your current billing period, and the Service continues until then.

10.2. No pro-rata refunds. Except where clause 10.3 (14-day money-back guarantee) or clause 14.3 (our termination for convenience) applies, fees already paid are non-refundable, including for partial periods and unused credits.

10.4. Monthly subscriptions. There is no money-back guarantee on a monthly plan, and none is needed: cancel at any time and you are simply not charged again. Your access continues to the end of the month you have already paid for.

10.5. Service failure. We do not offer service credits under these Terms, because we do not commit to an uptime figure. If you have agreed a separate service level agreement, the remedies in that agreement apply and are your sole remedy for unavailability.

10.6. Refund processing time. Where a refund is due, we will approve or decline your request within 5 business days of receiving it, and an approved refund is remitted to your original payment method within 5 to 7 business days of approval. Your bank or card issuer may take additional time to post it.

10.7. Setup fees and one-off add-ons are non-refundable once the work or allocation has begun.

11.1. We aim to keep the Service available but do not commit to an uptime figure under these Terms. Enterprise customers may agree a separate service level agreement.

11.2. Support is provided at support@frostyagent.com, Monday to Friday, 10:00 to 19:00 IST, excluding public holidays.

11.3. We may perform maintenance, with notice where practicable.

12.1. We own the Service, its software, models, prompts and documentation. You own Your Content. Neither party gains rights in the other’s marks.

12.2. You may not copy, reverse engineer, resell, or create a competing product from the Service.

12.3. AI-generated output. As between you and us, you own the output the agent generates for you — its replies to your customers, drafted quotations and generated summaries — and you may use them without restriction. You accept that output is produced by a statistical model, that similar or identical output may be generated for other customers, and that we make no warranty of originality or that output does not resemble third-party material. You are responsible for reviewing output before relying on it.

12.5. Feedback you give us may be used freely and without obligation to you.

13.1. Each party will protect the other’s non-public information with at least the care it uses for its own confidential information, and never less than reasonable care, and use it only to perform these Terms. Our pricing, roadmap, prompts and security architecture are our confidential information; Your Content and your business plans are yours.

13.2. This does not apply to information that is public, was known without a duty of confidence before disclosure, is independently developed, or is lawfully received from a third party.

13.3. Disclosure required by law. A party may disclose the other’s confidential information to the extent required by law, by a court or by a regulator — including a report to the Indian Computer Emergency Response Team or the Data Protection Board of India. Where it is lawful and practicable, it will tell the other party first so they can seek protective relief, and will disclose only what is required.

13.4. On termination, each party will on request return or destroy the other’s confidential information, except for copies held in routine backups, which remain subject to this clause until deleted, or that a law requires it to keep.

14.1. These Terms run until terminated.

14.2. Suspension. We may suspend the Service immediately for non-payment, a material breach of the Acceptable Use Policy, a security risk, or where required by law.

14.3. Termination. Either party may terminate for a material breach that is not cured within 30 days of written notice. We may terminate for convenience on 30 days’ notice, with a pro-rata refund of prepaid, unused fees.

14.4. On termination your access ends. We retain your data for 30 days so that you can retrieve it, then delete it from our live systems. Encrypted backups are overwritten within a further 30 days, so complete deletion takes up to 60 days. We keep invoices and tax records for 8 years, as tax law and the Limited Liability Partnership Act, 2008 require. You may request earlier deletion.

14.5. Getting your data out. Self-service export is available for leads, catalogue and audit logs. For anything else, request an export at support@frostyagent.com within the retention window and we will provide it in a structured, machine-readable format.

14.6. Survival. Clauses 4.1 and 4.3, 9 (for fees accrued before termination), 10, 12, 13, 15, 16, 17, 19 and 20, together with the Data Processing Addendum for as long as we hold personal data, survive termination. Clause 13 survives for 3 years, and indefinitely for anything that is a trade secret.

15.1. We warrant that we will provide the Service with reasonable skill and care.

15.2. Except for the warranty in clause 15.1 and the indemnity in clause 17.3, the Service is provided “as is”, and to the fullest extent permitted by law we disclaim all other warranties, including merchantability and fitness for a particular purpose.

15.3. We do not warrant that AI output will be accurate or error-free.

16.1. Nothing in these Terms limits liability for fraud, for death or personal injury caused by negligence, or for any liability that cannot be limited by law.

16.2. Subject to clauses 16.1 and 16.5, neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or data.

16.3. Subject to clauses 16.1 and 16.5, our total aggregate liability to you for all claims arising in any 12-month period is capped at the greater of (a) the fees you paid us in the 12 months before the first event giving rise to the claim, and (b) ₹1,00,000.

16.4. Subject to clauses 16.1 and 16.5, your total aggregate liability to us for all claims other than those in clause 16.5 is capped at the greater of (a) the fees payable by you in that same period, and (b) ₹1,00,000.

16.6. Statutory penalties are not contractual damages. Nothing in these Terms limits or transfers a penalty imposed on either party by a regulator, and each party bears its own such penalty except where clause 16.5(f) applies.

17.1. Your indemnity to us. You will indemnify us against third-party claims arising from: (a) Your Content, including your knowledge base, catalogue, product data and branding; (b) your breach of the Acceptable Use Policy; (c) your use of the Service in violation of law; (d) your configuration or deployment of the agent — the persona and instructions you give it, the products, prices and claims you tell it to communicate, the audience you deploy it to, and your failure to honour or correct a quotation it produced; and (e) a decision you or your staff take on the basis of its output.

17.2. What you do not indemnify us for. Clause 17.1 does not apply to a claim to the extent it arises from the AI model’s output where you configured and used the agent in accordance with these Terms and the Acceptable Use Policy, or from our breach, our negligence, or our breach of the Data Processing Addendum.

17.3. Our indemnity to you. We will defend you against a third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s copyright, trade mark or patent, and we will pay the damages and costs finally awarded against you or agreed by us in settlement.

17.4. What our indemnity does not cover: a claim arising from Your Content; your configuration of the agent; the text, quotations or summaries the agent generates, which clause 12.3 addresses; your combination of the Service with anything we did not supply; your breach of these Terms or the Acceptable Use Policy; or your continued use of a version after we have told you to stop and offered a non-infringing alternative.

17.5. Our options. If a claim under clause 17.3 is made or we reasonably expect one, we may at our own cost procure the right for you to continue using the Service, modify it so it does not infringe, or — if neither is commercially reasonable — terminate the affected part and refund prepaid, unused fees for it. That is your sole remedy for infringement by the Service.

17.6. Procedure, both ways. The party seeking indemnity will notify the other promptly, give them the right to assume and control the defence with counsel reasonably acceptable to it, and provide reasonable cooperation at the indemnifying party’s expense. Neither party may settle a claim in a way that imposes a non-indemnified liability, a non-monetary obligation or an admission of fault on the other without that party’s prior written consent, not to be unreasonably withheld. If the indemnifying party does not assume the defence within 15 days of notice, the other may defend and settle it and recover its reasonable costs.

18.1. We may update these Terms. For material changes we will give 30 days’ notice by email or in the dashboard. Continued use after they take effect is acceptance. This does not apply to clause 12.4, which we may change only with your express opt-in.

18.2. You can see exactly what changed. When we publish a new version, the version it replaces stays available at https://frostyagent.com/legal/terms/archive, with its version number and the dates it was in force, so you can compare the two.

19.1. These Terms, the Acceptable Use Policy and the Data Processing Addendum, together with your order or plan selection, are the entire agreement between us and supersede all prior discussions. Clause 1.5 sets the order of precedence.

19.2. If any provision is unenforceable, the rest survives.

19.3. Assignment. Neither party may assign these Terms without the other’s prior written consent, not to be unreasonably withheld, except that either party may assign them in whole to a successor to all or substantially all of its business, on notice to the other. If we assign these Terms, we will tell you at least 30 days beforehand and you may terminate before the assignment takes effect and receive a refund of prepaid, unused fees.

19.4. No waiver is implied by delay.

19.5. Force majeure. Neither party is liable for a failure or delay in performing its obligations, other than an obligation to pay money, caused by an event beyond its reasonable control — including act of God, flood, fire, earthquake, epidemic, war, terrorism, riot, civil unrest, strike, failure or interruption of the internet, of telecommunications, of electricity supply or of a cloud or infrastructure provider, a government-ordered internet or service shutdown, a change of law, or an act or omission of a government authority. The affected party will tell the other promptly and use reasonable efforts to resume. If the event continues for more than 30 consecutive days, either party may terminate on written notice and we will refund prepaid, unused fees for the affected period.

19.6. Notices. Notices to us go to support@frostyagent.com, with a copy of any legal notice to our registered office. Notices to you go to the email address on your account and, where material, are also posted in your dashboard. Keeping that email address current is your responsibility.

20.1. These Terms are governed by the laws of India.

20.2. Subject to clause 20.3, the courts at Gurugram, Haryana have exclusive jurisdiction over any dispute arising from them.

20.3. Nothing in clause 20.2 affects any right you have under the Consumer Protection Act, 2019 to bring a complaint before the consumer commission within whose jurisdiction you reside or personally work for gain, or any other right conferred on you by a law that cannot be excluded by agreement.

20.4. Pre-institution mediation. Where a dispute is a commercial dispute within the meaning of the Commercial Courts Act, 2015 and does not contemplate urgent interim relief, the parties will exhaust pre-institution mediation under section 12A of that Act before instituting proceedings.

Frostrek LLP · 4th Floor, 422, Success Tower, Golf Course Extension Road, Gurugram, Haryana 122002, India
Telephone: +91 96677 88869