Terms of Service

Agreement to the Terms

By accessing any page of the FRDM Agent LLC website, by completing a form, by booking a watch review, or by entering into an engagement with the Company, you agree to be bound by these terms to the fullest extent the law permits. If you act on behalf of a company, an agency, a department or any other legal entity, you confirm that you hold the authority to bind that entity to these terms, and the words you, your and yours in this document refer both to you as an individual and to the entity you represent. If you do not agree with any material clause below, you should stop using the website and should not begin an engagement, because agreement begins the moment a person chooses to use the service rather than the moment a formal page is signed.

These terms form a legal contract, and the Company treats them as such even though they are written in a plain voice. A quiet browse of the public website may not require a signed statement of work, but it still requires your respect for the acceptable use rules described later, and it still grants you only the limited rights described in this document. Where this contract and a separately signed agreement between us conflict on a specific point, the separately signed and more recent agreement will govern that point, because two honest parties should prefer the document they each wrote closest to the day they decided to work together.

Definitions Used Here

Throughout these terms a small set of words carries a precise meaning, and you should read them with that meaning fixed in mind. The Company, we, us and our mean FRDM Agent LLC and its permitted staff and contractors. The Services mean the design, build, operation and monitoring activities we perform under a statement of work, together with the freely available public pages of our website. A Client means any person or entity that engages the Company under a statement of work or that books a watch review. An Agent means an autonomous software worker that the Company monitors, orchestrates or otherwise supervises on behalf of a Client.

Deliverables mean the finished consoles, dashboards, runbooks, workflows, audit configurations and documentation that we produce for a Client under a statement of work. A Statement of Work is a short written document that names the scope, the deliverables, the fees and the schedule for a particular engagement. Operational Data means the data that flows through or is produced by the Agents and systems we supervise, and Client Confidential Information has the meaning set out in the confidentiality section of this document. These definitions keep the rest of the text shorter and sharper, because repeating a long phrase at every turn would only dull the agreement.

Who May Use the Service

The Service is directed to adults who act in a business or technical capacity. To use the Service you must be at least the age of majority in your own jurisdiction, and you must have the legal capacity to enter into a binding agreement. If you are using the Service through an organisation, that organisation must itself be in a position to accept these terms, and you represent that the organisation has authorised you to act on its behalf. We may refuse to provide the Service to anyone for any lawful reason, and we will usually decline engagements that we believe we are not well suited to complete well.

The Company reserves the right to verify that a user is who they claim to be before we begin a paid engagement. When the work involves access to production systems or the handling of sensitive operational data, we will confirm your identity and your authority through a reasonable and proportionate check. We do not add this friction to be awkward; we add it because handing the keys to the chart room to the wrong crew is the kind of mistake a watchkeeper above all should never make.

The Nature of Our Services

The Services of the Company sit squarely in the industry of computer integrated systems design and related professional, scientific and technical services. In practical terms we design the operating systems that supervise fleets of autonomous agents working for digital service teams. Our work covers agent fleet consoles, task queue orchestration, escalation and handoff workflows, runbook automation platforms, audit trail dashboards and integration health monitors, as described with more detail on our services page. These are professional design and engineering services, and they are not a warranty that any particular outcome in your business will be achieved by any particular date.

Because every autonomous fleet is different, our engagements are almost always shaped to the Client rather than sold from a shelf. A statement of work records the agreed shape, and the Company will not silently expand or shrink the boundaries of that work once the statement is accepted. Where a genuine change of scope appears during the voyage, we will raise it openly, describe the effect on time and fee, and seek your agreement before proceeding rather than presenting a surprise bill at the end of the run. Good service begins with clarity about what will be built, and that clarity deserves to be written down before the building starts.

Engaging a Watch Review

A watch review is the first, low friction step in most of our working relationships. It is a written assessment of a prospective Client fleet, delivered with the honest intention of helping that Client improve even if the improvement never turns into a paid engagement. When you book a review through our website, you give us permission to review the architecture you share, to read such non confidential material as you voluntarily provide, and to return a course chart of the highest value improvements we would make first. The review is not an audit of your compliance with any standard, and it must not be relied on as legal advice.

The Company offers the first watch review for a genuine prospective engagement on a complimentary basis, as described on our website. If a later, deeper or recurring assessment is desired, that work is scoped under a separate statement of work and charged under the fee arrangements of that document. Material shared for a review remains subject to the confidentiality protections of the Company, and no material you mark as confidential will be used to pitch a competitor or published in any form without your written permission. A watch review is a handshake of good faith between us, and the Company honours it as seriously as it honours a signed contract.

Quotations and Statements of Work

No paid engagement begins until both the Company and the Client agree on a written Statement of Work. A Statement of Work names the exact deliverables, the boundaries of the scope, the assumptions the Company is relying on, the schedule, the fee and the payment terms, and it is signed by both parties before any billable work is carried out. Email confirmation of a Statement of Work counts as signature when both sides clearly accept the version they have exchanged, because the Company would rather begin on a written record than coax a deal forward through a fog of verbal promises.

Each Statement of Work is its own small contract that sits under these general terms. Any quotation the Company issues is valid for the period stated on the quotation, and after that period the Company may restate the price if costs or scope have drifted. Where a Statement of Work mentions a fixed fee, the fee stands for the scope that the document describes and is changed only by a written variation agreement. Where a statement uses a time and materials basis, the Company will keep a clear log of effort and will report it honestly so that the Client always understands what the invoice reflects and why.

Fees, Payments and Taxes

Fees for the Services are set out in each Statement of Work. Unless the document states otherwise, invoices are payable within thirty days of the invoice date, and the Client is expected to pay in the currency that the Statement of Work names. If a Client fails to pay an undisputed invoice by its due date, the Company may pause active work on unpaid engagements after giving reasonable written notice, and any late payment may carry interest at the rate allowed by law in the state that governs this agreement. The Company would always rather talk about a difficulty with payment than silently switch off a watch, so a Client facing trouble should raise the matter early.

All fees are exclusive of taxes unless a statement of work says otherwise. The Client is responsible for any sales, use, value added or similar taxes that apply to the Services, other than taxes on the income of the Company. When the law requires the Company to collect a tax, it will state the tax on the invoice clearly, and the Client will pay it. Reimbursement of agreed travel or other out of pocket expenses, when they exist, follows the rules in the relevant Statement of Work. In every financial matter the Company keeps its books straight, because an operations firm that cannot account for its own money has no honest advice to give anyone about accounting for theirs.

Client Responsibilities

For the Company to do its work well, the Client must hold up several responsibilities of its own. The Client must provide accurate and reasonably current information about its agents, queues, integrations and systems, and must grant the access that the Statement of Work requires to the environments in scope. The Client must give timely decisions on questions the Company puts to it, because a watchkeeping engagement runs on answers rather than on silence. And the Client must keep its own security and permission settings healthy, such that it is granting the Company access that the Client is properly entitled to grant in the first place.

The Client is responsible for obtaining every consent and right that its own business holds over the operational data it asks the Company to handle, including any consents owed to its own customers when that data contains personal information. No delay caused by a failure of the Client to meet these responsibilities will be charged to the Company, and any knock on cost that flows from a Client delay belongs to the Client under the rules of the relevant Statement of Work. These responsibilities are not a list of traps; they are the honest ground rules of a working relationship in which each side knows what the other needs to keep the voyage moving.

Acceptable Use of Systems

Every part of the Service, from the public website to the deepest console we build, must be used lawfully and with respect for the systems and the people behind them. You must not use the Service to break any law, to harm another person, to send unsolicited or deceptive messages, to probe or attack a system you have not been authorised to touch, or to interfere with the smooth operation of any fleet the Company supervises. You must not attempt to reverse engineer, disassemble or circumvent the controls of any deliverable in a way that the Company has not licensed you to do.

You must not use our website in a way that places an unreasonable load on our infrastructure, such as running an automated scrap that hammers the servers far beyond what a human reader would produce. You must not republish our marketing materials in a misleading way or present them as your own. When the Client grants access to production environments, it lends the Company a set of keys that must be used only for the lawful, scoped work described in the Statement of Work. Any use beyond that scope without permission is a breach of these terms, and the Company will treat a serious breach with the seriousness it deserves rather than glancing past it as a technical hiccup.

Intellectual Property Ownership

Everything the Company creates in the course of an engagement falls into two honest groups, and the ownership of each group is described plainly here. The first group is the tooling, the know how, the libraries, the standard templates and the internal methods that the Company brings to every project and improves through years of watching different fleets. That first group remains the property of the Company, and the Client receives only the limited licence described in the next section of these terms rather than the underlying ownership. The second group is the bespoke work we produce specifically for a Client, the particular consoles, dashboards, runbooks and documentation shaped to that Clients own fleet and needle.

For that second and bespoke group, ownership depends on the terms of the relevant Statement of Work. Where the document says the work is work made for hire or expressly assigns ownership, the Client owns that bespoke deliverable on payment in full of every amount due. Where the statement is silent, ownership of the bespoke deliverables stays with the Company and the Client receives the licence in the next section. In every case, the Client owns its own operational data and its own confidential information outright, and nothing in these terms strips that ownership away. When in doubt about who owns what, the Client should ask before the work starts rather than after a dispute steams into view.

Licence to Our Deliverables

Where ownership of a bespoke deliverable stays with the Company, the Client receives a broad and practical licence to use it. Subject to payment in full of all amounts due and to compliance with these terms, the Company grants the Client a perpetual, worldwide, non exclusive, royalty free licence to use, run, maintain and modify each bespoke deliverable for the internal operations of its own business. This licence covers the work as delivered, and it lets the Client connect the deliverable to its own systems and to its own teams without asking the Company for a separate permission slip at every turn.

The licence does not grant the Client the right to resell a deliverable as a competing product, to license it to another company as a commercial offering, or to remove any markings of the Company that keep the provenance of the design honest. When a deliverable is integrated into a larger system that the Client legitimately sells, the Client may pass on the use of the deliverable as part of that larger system rather than as a stand alone product, because that is the ordinary expectation of a build that has been welded into a Clients production environment. The Company grants these rights generously so that a finished engagement leaves the Client free to run its fleet, and it asks only for the fairness that the same goodwill be extended back.

Confidential Information

During an engagement each party will share material that the other could not see on the open street, and that material must be protected. Confidential Information means non public business and technical information that either party discloses to the other in confidence, whether marked confidential or not, such as architecture, fleet composition, incident detail, pricing and internal plans, together with the existence and terms of any Statement of Work itself. The party that receives the Confidential Information will use it only to carry out the engagement and will guard it with at least the same care it uses for its own similar secrets.

Neither party will disclose the Confidential Information of the other to any third party except to those staff, contractors, advisers and subprocessors who need it for the engagement, and those recipients will be bound by an equivalent duty of care. Confidential Information does not include material that is public through no fault of the receiving party, material already lawfully known before disclosure, material independently developed without reference to the disclosure, or material that a law or a valid court order requires to be released. Where a required release occurs, the receiving party will give the disclosing party notice ahead of time to the extent the law allows, so that the owner of the secret can mount its own defence if it wishes.

Data Protection Obligations

When the Company operates agents and systems that process personal data for a Client, each party carries a set of legal duties around that processing. Where the Company acts as a processor under the instruction of a Client as controller, the parties will follow the separate data processing agreement that governs that relationship and the rules of the applicable regional privacy law. The Company will process personal data only on the documented instruction of the Client, will keep such data confidential, will apply appropriate technical safeguards, and will assist the Client with its own duties to respond to data subject requests and to report breaches where the law demands it.

No transfer of personal data under an engagement will happen unless the parties have put in place the protection that the law of the relevant region requires, which may include standard contractual clauses or another lawful mechanism. The Client confirms that its own processing complies with law and that it holds the rights and consents it needs over the data it causes to be processed. When an engagement ends, the Company will return or delete the personal data it held as a processor according to the Clients instruction and the retention schedule of the relevant agreement, save where the law requires a copy to be kept. This section echoes, and does not replace, any detailed data processing agreement the parties sign.

Service Levels and Availability

The Company runs its monitoring systems with the ambition of a well kept harbour: the lights stay on and the watch stays awake. Where a Statement of Work promises a particular service level, such as a target for alarm response or a ceiling on scheduled downtime, that promise is measured and reported against the metrics the document names. Planned maintenance will be scheduled at the least disruptive hour and announced in advance where practical, and the Company will maintain clear status so that a Client can tell a genuine storm from a planned calm.

No operations provider can honestly promise that every service will be available at every instant of every year, because power, fibre and the wider internet supply failures that no single operator controls. Where a service fails to meet a committed level, the remedy is described in the Statement of Work, often in the form of a service credit applied against future fees rather than an open ended claim for unlimited damages. These credits are the agreed and exclusive financial remedy for a failure to meet a committed level, and they are one of the reasons the Company prices its watchkeeping service soberly rather than promising the moon and asking a fortune for the privilege.

Warranties and Disclaimers

The Company warrants that it will perform the Services with reasonable skill and care, by staff of appropriate competence, and in line with the professional standards of computer integrated systems design. The Company warrants that the bespoke deliverables it builds will be free of material defects in their functioning as described in the relevant Statement of Work, for a reasonable period after delivery, and it will repair a defect reported within that period without separate charge. The Company further warrants that it holds the authority to grant the rights and licences described in these terms.

Subject to those warranties and to the warranties the law does not allow a party to exclude, the Services and all deliverables are provided on an as available and as built basis, and the Company gives no other warranty of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non infringement. In particular, the Company does not warrant that any autonomous system will operate without failure in every circumstance, that third party integrations will never change their behaviour, or that monitoring will prevent every incident that could ever strike a Clients business. A good watch reduces risk and catches trouble early, but no honest watch can promise an entirely storm free sea.

Limitation of Liability

To the fullest extent the law allows, the aggregate liability of each party under these terms and under any Statement of Work, whether the claim arises in contract, in tort or in any other legal theory, will not exceed the total fees actually paid by the Client to the Company under the relevant Statement of Work during the twelve months before the event that gave rise to the claim. This cap is a deliberate and considered allocation of risk, and it is reflected in the price the Company charges for its Services. A smaller firm that is asked to supervise the most valuable fleets of a larger firm cannot reasonably shoulder unlimited liability from those watches at the fee level a Client expects to pay.

Neither party will be liable to the other for any loss of profit, loss of revenue, loss of business opportunity, loss of data or for any indirect, incidental, special or consequential damages, whether or not that party was advised of the possibility of such damages and whether or not a claim is based on a failure of an essential purpose. The exclusion does not apply where a damage that has been caused by a party cannot lawfully be excluded. Nothing in these terms is intended to limit liability that the law does not permit to be limited, and nothing here obliges either party to accept liability for its own gross negligence or its own unlawful conduct when the law would refuse to let it hide behind such a clause.

Indemnification

The Client agrees to indemnify and hold harmless the Company, its staff, its contractors and its affiliates from any claim, loss, damage or reasonable expense that arises from the Clients breach of these terms, from the Clients misuse of the Services, or from the Clients own data, content or operational activity that it causes the Company to process. This includes a claim that the Clients data or the Clients instructions infringe a third party right or break a law, where the Company was following the Clients documented instruction. The indemnity does not apply to the extent a claim arises from the Companys own fault.

The Company agrees to indemnify the Client against any claim that a bespoke deliverable, as built by the Company and used within the scope of the rights granted here, infringes a valid third party intellectual property right. If such a claim is made or appears likely, the Company may, at its own expense and option, either secure the right to continue use, replace the infringing element with a non infringing equivalent, or refund the part of the fees attributable to that deliverable and take it back. The Client will give the Company prompt notice of any indemnifiable claim and reasonable cooperation in defending it, and the indemnifying party will control the defence of the claims it is bound to cover.

Term and Termination

These terms apply for as long as the Client uses the website or maintains a live engagement with the Company, and they survive the end of any single Statement of Work to govern the ongoing obligations that naturally outlast a project, such as confidentiality, ownership, licence and limitation of liability. Any party may end a Statement of Work on the terms that document sets out, and either party may terminate any Statement of Work with immediate effect by written notice if the other party commits a material breach that remains uncured for a reasonable cure period after written notice describing the breach.

On termination of an engagement for any reason, the Client will pay all fees that are due for work properly performed up to the date of termination, and the Company will deliver any in progress deliverables and any operational data it holds that belong to the Client, subject to payment and without charge for the transfer itself. Termination under this section does not relieve either party of obligations that accrued before the termination, and it does not end the clauses of these terms that are written to survive. Between the Company and a Client that have sailed a course together, an ending handled with a clean handoff and a settled bill remains an ending of which both sides can be quietly proud.

Governing Law and Disputes

These terms and all engagements between the Client and FRDM Agent LLC are governed by the laws of the State of Utah and the federal law of the United States, without regard to their conflict of law rules. The Company maintains its registered business address in the State of Utah at 226 E 400 N, Washington - 84780-1733, United States (US), and it is a reasonable and predictable choice for the law of a contract centred on that state to follow where the parties have not agreed on a different forum in a Statement of Work.

Before either party starts any formal proceeding arising out of these terms, that party will give the other written notice of the dispute and the parties will spend a reasonable period, at least thirty days, attempting in good faith to resolve the matter through direct discussion. If the dispute is not resolved through that discussion, the parties will first attempt mediation before a neutral third party of their joint choosing before resorting to litigation, unless a claim must be filed urgently to stop the clock on a limitation period. Any unresolved dispute that is not resolved by discussion or mediation will be brought in the state or federal courts that sit in the State of Utah, and each party consents to the personal jurisdiction of those courts for this purpose.

Changes to These Terms

The Company may revise these terms from time to time to reflect changes in its services, changes in the law or lessons learned from the operation of the business. When a revision changes the rights of a Client in a material way, the Company will update the last revised date at the top of this document and will draw any active Client attention to the change through a normal business channel, such as an email to the address we hold on file. Continued use of the Service after a material change takes effect will be taken as acceptance of the revised terms, and a Client that does not accept the change may end its engagements under the termination provisions of these terms instead.

When the Company revises these terms it will aim to preserve the spirit of the original, because a legal contract gains its real value from the trust between the parties rather than from cleverness in the wording. Older versions will be retained in the Company archive so that a past question can still be weighed against the terms that stood at the time it arose. A change to the general terms will not retroactively alter the specific rights and obligations of engagements that have already been signed unless the change follows a change in the law or the parties agree to it in writing, because good faith forbids a quiet move of the goalposts after the game has already been played.

Whole Agreement and Severability

These terms, together with each signed Statement of Work and any separate data processing agreement, form the whole agreement between the parties about their subject matter, and they replace any earlier discussions, drafts or course of dealing that had not been reduced to a written agreement. No amendment to these terms is binding unless it is made in writing and agreed by both parties, and no waiver of a breach is a waiver of any later or different breach. The Company may perform its obligations through its own staff or through a carefully vetted subprocess as its structure may require from time to time.

If any provision of these terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be enforced to the fullest extent the law allows or, if it cannot be enforced at all, will be severed, and the remaining provisions will continue in full force and effect. The headings in these terms are for convenience only and carry no legal meaning of their own. A clause that is written to survive will survive the end of these terms, even where survival is not stated again in that clause, because the sensible reading of a contract compiled over a long professional history is that its protective clauses endure past the final page in whatever way the law requires.

Contact for These Terms

To ask a question about these terms, to raise a concern about how an engagement is running, or to serve a notice under this agreement, the Client should write to the Company at its address below. The Company will read such messages on a regular basis and will respond within a reasonable number of business days, and it will treat a genuine question about the meaning of a clause with the same courtesy it gives to a question about a technical design. Most questions about these terms are easy to answer, and the Company would far rather answer them early than untangle a misunderstanding months after the work began.

The Company can be contacted at FRDM Agent LLC, 226 E 400 N, Washington - 84780-1733, United States (US), at the email address update@frdmagent.mom, or by telephone at +12233343920. Notices given by email are received when the Company would in the ordinary course see them, and notices given by post are received a reasonable time after posting. These terms were prepared with the assistance of the developer FrdmAgent, and they are intended to be read by a busy team that would rather spend its energy keeping watch over its fleet than arguing over fine print. That is why they are written to be clear first and clever second, which the Company believes is the highest compliment a legal document can be paid.