Terms of Service

1. Acceptance of Terms

By accessing or using the InfriaX website (infriax.com) or any services provided by InfriaX Inc. ('InfriaX', 'we', 'us', or 'our'), you ('Client', 'User', 'you') agree to be bound by these Terms of Service ('Terms'). If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case 'you' refers to that entity. If you do not agree to these Terms, you must not use our website or services. These Terms apply to all visitors, users, clients, partners, and any party who interacts with InfriaX's services. Use of our services in a commercial capacity is permitted only by entities legally capable of entering binding contracts under applicable law.

2. Services

InfriaX provides a comprehensive range of technology, creative, and business services, including but not limited to: (a) Mobile Application Development — native iOS (Swift/Objective-C) and Android (Kotlin/Java) development, cross-platform development (React Native, Flutter), App Store and Google Play submission and management; (b) Web & SaaS Development — frontend, backend, full-stack web development, SaaS product architecture and development, API development and integration, cloud infrastructure setup and management; (c) UI/UX Design — user research, wireframing, prototyping, design systems, accessibility compliance; (d) Digital Marketing & Growth — search engine marketing (Google Ads, Microsoft Ads), social media advertising (Meta, LinkedIn, TikTok, Snapchat, Pinterest), search engine optimisation (SEO), content marketing, email marketing, conversion rate optimisation, analytics and reporting; (e) Cybersecurity Services — penetration testing, vulnerability assessments, security audits, code security review, threat modelling, compliance consulting (ISO 27001, SOC 2, GDPR, HIPAA), managed security monitoring; (f) Branding & Creative — brand identity, logo design, brand guidelines, marketing collateral; (g) Business Strategy & Consulting — go-to-market strategy, fundraising support, business planning, company formation assistance, operations consulting; (h) Cloud & DevOps — cloud architecture (AWS, Google Cloud, Azure), CI/CD pipeline setup, infrastructure as code, monitoring and alerting. Specific deliverables, timelines, fees, and any equity terms for each engagement are set out in a separate written Engagement Agreement, Statement of Work ('SOW'), or Proposal. These Terms apply alongside any such agreement, except where that agreement expressly supersedes a specific clause herein.

3. Engagement Agreements & Statements of Work

Each client engagement is governed by a mutually executed Engagement Agreement or Statement of Work that specifies: the scope of services and deliverables; project timeline and milestones; fees and payment schedule; acceptance criteria for deliverables; any specific intellectual property arrangements; and any special terms applicable to the service type. In the event of any conflict between these Terms and a specific Engagement Agreement or SOW, the Engagement Agreement or SOW shall prevail with respect to that specific engagement. InfriaX reserves the right to engage qualified subcontractors to assist in delivering services, while remaining responsible to the client for the quality and confidentiality of all subcontracted work.

4. Communications & Enquiries

When you submit an enquiry, partnership application, or contact form on our website, you consent to receive communications from InfriaX related to your enquiry. We will not send unsolicited commercial communications without your consent or a valid legal basis under applicable law. You can opt out of marketing communications at any time by following the unsubscribe instructions in any email or by contacting us at legal@infriax.com. Transactional and project-related communications are excluded from marketing opt-outs. All formal notices required under an Engagement Agreement must be sent in writing to the addresses specified therein.

5. Intellectual Property

5.1 InfriaX Website & Marketing Materials: All content on the InfriaX website — including text, graphics, logos, images, video, and software — is the property of InfriaX or its licensors and is protected by applicable intellectual property laws worldwide. You may not reproduce, distribute, modify, reverse engineer, or create derivative works from any such content without our prior written consent.

5.2 Client Deliverables: Unless otherwise expressly agreed in the Engagement Agreement, upon full payment of all fees due, InfriaX assigns to the client all rights, title, and interest in custom deliverables created specifically for that client engagement, including source code, design assets, and documentation ('Work Product'). This assignment does not include InfriaX's pre-existing intellectual property, open-source components (which are licensed under their respective licences), third-party SDKs or APIs, or general methodologies, frameworks, tools, and know-how developed or used by InfriaX in delivering services ('Background IP').

5.3 Background IP Licence: InfriaX grants the client a non-exclusive, non-transferable, royalty-free licence to use any Background IP incorporated into the Work Product solely to the extent necessary for the client's use of the Work Product. This licence does not permit the client to sub-license, sell, or transfer Background IP to third parties.

5.4 Open Source: Certain deliverables may incorporate open-source software. InfriaX will disclose all open-source components used and the applicable licence terms. Clients are responsible for complying with open-source licence obligations in their deployed products.

5.5 Client Materials: The client retains all rights in materials, data, brands, and content provided to InfriaX for use in an engagement. The client grants InfriaX a limited licence to use such materials solely for the purpose of delivering the contracted services.

5.6 Portfolio Rights: Unless the client has requested confidentiality in writing, InfriaX reserves the right to reference the client relationship and display non-confidential aspects of the Work Product in InfriaX's portfolio, case studies, and marketing materials.

6. Confidentiality & Non-Disclosure

Both parties agree to keep strictly confidential all non-public, proprietary, or sensitive information disclosed in connection with an engagement — including but not limited to business plans, financial data, technical specifications, source code, user data, security vulnerabilities, strategic plans, and customer information ('Confidential Information') — and not to disclose such Confidential Information to any third party without the disclosing party's prior written consent, except to employees, contractors, or advisors who need to know such information to perform their obligations and who are bound by confidentiality obligations at least as protective as these Terms. This obligation survives termination of any engagement for a period of five (5) years, or indefinitely with respect to trade secrets. Where a separate Non-Disclosure Agreement ('NDA') is executed between the parties, it takes precedence over this clause. For cybersecurity engagements specifically, InfriaX treats all information about client systems, vulnerabilities, and security posture as strictly confidential and will not disclose it to any third party except as required by law.

7. Fees & Payment

Fees for services are set out in the applicable Engagement Agreement or SOW. Unless otherwise agreed in writing: invoices are due within 14 days of the invoice date; late payments accrue interest at the rate of 2% per month (or the maximum permitted by applicable law, whichever is lower) on the outstanding balance from the due date; InfriaX reserves the right to suspend all services on accounts with overdue balances of more than 30 days; all fees are exclusive of applicable taxes (including VAT, GST, sales tax, and withholding taxes), which the client is solely responsible for determining and paying; payments must be made in the currency specified in the Engagement Agreement; and expenses pre-approved in writing by the client (such as third-party platform costs, advertising spend, software licences, or travel) are reimbursed at cost. For advertising services (Google Ads, Meta Ads, etc.), advertising spend is the client's direct financial obligation to the relevant platform. InfriaX management fees are charged separately and do not include advertising spend unless expressly stated. For SaaS or retainer engagements, fees are due in advance of each billing period. Equity terms — where InfriaX accepts equity in lieu of or in addition to cash fees — are governed exclusively by a separate Equity Participation, Shareholder, or SAFE Agreement.

8. Digital Advertising Services

Where InfriaX manages advertising campaigns (including Google Ads, Google Shopping, Google Display Network, YouTube Ads, Meta Ads, Instagram Ads, LinkedIn Campaign Manager, TikTok Ads, Microsoft Ads, and programmatic display campaigns), the following terms apply: (a) Ad Spend: Advertising budgets are owned and controlled by the client. Where InfriaX manages accounts on behalf of clients, client funds are held in the client's own platform accounts. InfriaX does not retain advertising spend; management fees are charged separately. (b) Platform Policies: All advertising campaigns must comply with the advertising policies of the relevant platform. The client is responsible for ensuring that all products, services, claims, and materials approved for use in advertising are lawful, accurate, and compliant with platform policies and applicable advertising standards, including ASA (UK), FTC (US), and equivalent regulators globally. InfriaX is not liable for campaign suspension or account termination resulting from client content that violates platform policies. (c) Performance: Advertising outcomes (impressions, clicks, conversions, return on ad spend) are not guaranteed. Campaign performance depends on market conditions, budget, competition, and factors outside InfriaX's control. InfriaX will apply commercially reasonable expertise and best practices. (d) Data & Tracking: Implementation of advertising tracking (including Google Tag Manager, Meta Pixel, Google Analytics, and conversion APIs) must comply with applicable privacy laws. The client is responsible for obtaining required user consent for advertising tracking on their properties. InfriaX will assist with technically correct implementation but is not responsible for the client's failure to maintain legally required consent mechanisms.

9. Cybersecurity & Penetration Testing Services

Where InfriaX provides security assessment, penetration testing, red team exercises, vulnerability management, or related cybersecurity services, the following additional terms apply: (a) Written Authorisation: All penetration testing and offensive security activities are conducted only under a separate, fully executed Security Engagement Agreement ('SEA') that defines the precise scope, testing window, rules of engagement, and emergency contacts. Verbal authorisation is insufficient. (b) Scope: InfriaX will only test systems, networks, and assets expressly within scope as defined in the SEA. Any expansion of scope requires written amendment. (c) Client Obligations: The client must ensure it has all necessary rights and authorisations to permit InfriaX to test the defined scope, including any third-party systems or infrastructure. Testing of systems owned by third parties without their explicit consent may constitute a criminal offence. The client indemnifies InfriaX against any claims arising from client's failure to obtain required authorisations. (d) Findings & Remediation: InfriaX will report findings confidentially to the client. InfriaX does not guarantee that all vulnerabilities will be discovered. The client is responsible for prioritising and implementing remediation. (e) Sensitive Data: If InfriaX inadvertently encounters actual sensitive data (personal data, credentials, financial data) during testing, InfriaX will immediately notify the client and not retain, copy, or exfiltrate such data beyond what is required to document the vulnerability. (f) Legal Compliance: InfriaX conducts all security activities in compliance with applicable law, including the Computer Fraud and Abuse Act (US), Computer Misuse Act (UK), and equivalent national laws.

10. Mobile App & SaaS Development

For mobile application development (iOS, Android, cross-platform) and SaaS development engagements: (a) App Store Submission: InfriaX will assist with App Store (Apple) and Google Play submission, but approval is at the sole discretion of Apple Inc. and Google LLC respectively. InfriaX is not responsible for rejection, delay, or removal of applications by app store operators. (b) Platform Policy Compliance: The client is responsible for ensuring the app's functionality, content, and data practices comply with Apple App Store Guidelines, Google Play Developer Policies, and all applicable laws. InfriaX will flag known compliance issues but ultimate responsibility rests with the client. (c) Third-Party SDKs: Integration of third-party SDKs (analytics, advertising, payment, mapping, etc.) is subject to those SDK providers' terms. The client acknowledges that such SDKs may collect and process user data in accordance with their own privacy policies, which must be disclosed to end users. (d) Post-Launch Maintenance: Services performed after initial delivery (maintenance, updates, new features) are subject to separate agreement unless a maintenance retainer is included in the Engagement Agreement. InfriaX is not responsible for issues arising from platform OS updates or third-party API changes after the delivery date unless covered by an active maintenance agreement. (e) SaaS Uptime: For SaaS products hosted by InfriaX, target uptime commitments are specified in the applicable Service Level Agreement ('SLA'). Scheduled maintenance windows are excluded from uptime calculations.

11. Client Obligations

To enable InfriaX to deliver services effectively, the client agrees to: provide timely, accurate, and complete information, content, access credentials, and approvals required for the engagement; designate an authorised project contact with decision-making authority; review and provide feedback on deliverables within the timeframes specified in the Engagement Agreement (delays caused by the client may result in timeline adjustments and additional fees); ensure that all materials provided to InfriaX (including brand assets, content, data, and third-party licences) are lawful, accurate, and do not infringe third-party rights; ensure all products, services, and content marketed or developed do not violate applicable law, consumer protection regulations, or industry-specific regulations (healthcare, finance, etc.); maintain appropriate consent mechanisms and privacy disclosures for any data collected through products or services developed or marketed by InfriaX on the client's behalf; and pay all fees by the applicable due dates.

12. Disclaimer of Warranties

Our website and services are provided 'as is' and 'as available' without warranties of any kind, express or implied, to the fullest extent permitted by applicable law. InfriaX expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy. We do not warrant that: our website will be uninterrupted, error-free, or free of viruses or malicious code; any deliverable or software will be completely free of defects; business strategies, marketing campaigns, or advertising services will achieve specific commercial outcomes; security assessments will identify every vulnerability; or that any third-party platform (including app stores, advertising platforms, or cloud providers) will maintain specific availability, policies, or pricing. Business advice, strategies, growth plans, and financial projections provided by InfriaX represent professional judgement based on information available at the time and do not constitute a guarantee of any particular business, financial, or commercial outcome. Nothing in these Terms excludes or limits any warranty or right that cannot be excluded or limited under applicable mandatory law.

13. Limitation of Liability

To the maximum extent permitted by applicable law, InfriaX and its directors, officers, employees, contractors, agents, and licensors shall not be liable to you for any: indirect, incidental, special, exemplary, consequential, or punitive damages; loss of profits, revenue, or anticipated savings; loss of business, contracts, or opportunities; loss of goodwill or reputation; loss or corruption of data; or costs of substitute services or procurement — arising from or in connection with your use of our services, our website, or these Terms, whether based on contract, tort (including negligence), strict liability, or any other theory, even if InfriaX has been advised of the possibility of such damages. Our total aggregate liability to you for all claims arising from or relating to these Terms or our services shall not exceed the total fees paid by you to InfriaX in the twelve (12) months immediately preceding the event giving rise to the claim. These limitations apply regardless of the form of action and to the fullest extent permitted by law. Some jurisdictions do not permit exclusion or limitation of certain categories of damages, so certain limitations above may not apply to you.

14. Indemnification

You agree to defend, indemnify, and hold harmless InfriaX and its officers, directors, employees, contractors, agents, licensors, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or relating to: your breach of any provision of these Terms or an Engagement Agreement; your violation of any applicable law or regulation; any content, materials, or data you provide to InfriaX that infringes or misappropriates any third-party intellectual property, privacy, or other rights; your failure to obtain required consents, licences, or authorisations (including for penetration testing scope or advertising content); any claim by a third party arising from your use of InfriaX's work product or services after delivery; your marketing or business activities conducted using InfriaX's deliverables; and any claim by an app store, advertising platform, or regulatory body arising from client content or policy violations.

15. Termination & Suspension

Either party may terminate an active engagement by providing written notice in accordance with the notice period specified in the applicable Engagement Agreement. Unless otherwise specified, either party may terminate for cause (material breach, insolvency, or cessation of business) with immediate effect on written notice if the breach has not been remedied within 14 days of a written cure notice. Upon termination: the client shall pay all fees for work completed and expenses incurred up to the termination date; InfriaX shall deliver to the client all completed Work Product for which payment has been received; each party shall promptly return or destroy the other's Confidential Information as requested; and provisions that by their nature survive termination — including intellectual property rights, confidentiality, accrued payment obligations, disclaimer of warranties, limitation of liability, indemnification, and governing law — shall continue in full force. InfriaX reserves the right to immediately suspend access to its website or refuse services to any person or entity that, in InfriaX's reasonable determination, has violated these Terms, engaged in conduct harmful to InfriaX, third parties, or users, or for any other lawful reason at InfriaX's discretion.

16. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms or an Engagement Agreement to the extent such delay or failure is caused by events beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, internet or telecommunications outages, third-party platform outages (including cloud providers or app stores), or failure of third-party services not within the party's reasonable control ('Force Majeure Event'). The affected party shall promptly notify the other party of the Force Majeure Event and its expected duration, and shall use commercially reasonable efforts to mitigate its effect. Obligations are suspended during the Force Majeure Event and the project timeline adjusted accordingly. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected engagement on written notice, with fees due for work completed to date.

17. Non-Solicitation

During the term of any active engagement and for a period of twelve (12) months following its termination or completion, each party agrees not to directly solicit for employment or engage as independent contractors any employee or contractor of the other party who was materially involved in that engagement, without the other party's prior written consent. This clause does not prohibit general public recruitment advertisements not specifically targeted at the other party's personnel.

18. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which InfriaX Inc. is incorporated ('Governing Jurisdiction'), without reference to conflict of law principles. For clients in the European Union or United Kingdom, mandatory consumer or business protection laws of the client's jurisdiction are not affected by this choice. Dispute Resolution: The parties shall first attempt to resolve any dispute arising from these Terms or an engagement through good-faith negotiation between senior representatives, for a period of 30 days from written notice of the dispute. If the dispute is not resolved within 30 days, it shall be submitted to binding arbitration under the rules of an internationally recognised arbitration body agreed upon by the parties, or — if no agreement is reached — to the competent courts of the Governing Jurisdiction. Either party may seek urgent injunctive relief from any court of competent jurisdiction to prevent irreparable harm without prejudice to arbitration. The prevailing party in any dispute shall be entitled to recover reasonable legal fees and costs.

19. General Provisions

Entire Agreement: These Terms, together with any applicable Engagement Agreement, SOW, NDA, or Equity Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, or agreements. Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable. Waiver: InfriaX's failure to enforce any provision of these Terms shall not be construed as a waiver of its right to enforce that provision in the future. Assignment: You may not assign or transfer your rights or obligations under these Terms without InfriaX's prior written consent. InfriaX may assign its rights and obligations to an affiliate or in connection with a merger, acquisition, or asset sale. Relationship of the Parties: InfriaX is an independent contractor. Nothing in these Terms creates an employment, agency, joint venture, or partnership relationship. Notices: Legal notices must be delivered in writing by email to legal@infriax.com (with confirmation of receipt) or by certified mail to InfriaX's registered address.

20. Changes to Terms

We reserve the right to update these Terms at any time. We will post the revised Terms on this page with an updated 'Last updated' date. For material changes that affect the rights of existing clients or users, we will provide additional notice (such as email notification or a prominent website banner) at least 14 days before the changes take effect. Your continued use of our website or services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must cease using our services and notify us in writing.

21. Contact

For questions about these Terms, please contact: legal@infriax.com. For privacy-related enquiries: privacy@infriax.com. For general enquiries: infriax.com/contact. We aim to respond to legal enquiries within 10 business days.