We build high-performance software and systems for your business. When you pay for bespoke deliverables in full, you own the custom source code and designs. We provide a 30-day post-launch warranty for reproducible defects, maintain strict confidentiality, and operate under the fair, established commercial laws of England and Wales.
1. Agreement & Overview
These Terms of Service (“Terms”, “Agreement”) set out the legal framework under which Frontier Systems (“we”, “us”, “our”) provides technical consultancy, bespoke software engineering, AI automation development, SaaS creation, and digital systems to clients (“Client”, “you”).
By entering into a Statement of Work (“SOW”), signing a project proposal, or using our software development services, you agree to be legally bound by these Terms.
2. Scope of Services & Statements of Work
Specific project scopes, deliverables, timelines, milestones, and commercial fees will be detailed in individual Statements of Work (SOW) or written proposals executed by both parties.
- Core Specialisations: Digital Development (Web, Mobile, SaaS, Custom Software, MVP, UI/UX); AI & Automation (Business workflows, AI copilots, Document intelligence); Business Systems (CRM, ERP, Integrations, Modernisation); Data & Cloud Infrastructure (Cloud engineering, DevOps, Cyber security).
- Change Control: Any requests to alter project scope, deliverables, or timelines after approval will be evaluated through a written Change Order detailing any impact on fees or delivery dates.
3. Client Responsibilities
Timely, high-quality project delivery requires active client collaboration. The Client agrees to:
- Provide prompt access to necessary brand assets, content, APIs, and credentials;
- Designate an authorized project representative empowered to review and approve milestones;
- Complete acceptance testing and provide structured feedback within five (5) business days of milestone handover;
- Ensure that all materials and data provided to Frontier Systems do not infringe third-party intellectual property rights.
4. Intellectual Property Rights (Clear Ownership)
Upon receipt of full payment of all agreed fees under the applicable Statement of Work, Frontier Systems hereby assigns to the Client all right, title, and interest (including copyright and intellectual property rights) in the bespoke source code, user interfaces, database schemas, and designs created exclusively for the Client (“Foreground IP”).
Pre-Existing Materials (“Background IP”): Frontier Systems retains ownership of its pre-existing code modules, boilerplate frameworks, standard utility libraries, and general technical know-how. To the extent Background IP is incorporated into Client deliverables, Frontier Systems grants the Client a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and maintain that code as part of the deliverable.
Open Source Components: Deliverables may include industry-standard open source packages (e.g. Next.js, React, Linux, TailwindCSS). These components remain governed by their respective open-source licenses (such as MIT, Apache 2.0, or BSD).
5. AI & Automation Terms
Where services incorporate machine learning, large language models (LLMs), autonomous agents, or automated workflows, the following provisions apply:
- Probabilistic Technology: Client acknowledges that generative AI and machine learning models produce statistical inferences and probabilistic outputs. Frontier Systems applies prompt engineering, validation constraints, and deterministic guards, but cannot guarantee 100% infallible output under every edge case.
- Third-Party Cloud Services: Where solutions rely on external AI API providers (e.g. Anthropic, OpenAI, AWS Bedrock), ongoing API usage fees and uptime are governed by the respective vendor. Frontier Systems advises connecting client-owned billing keys directly for full audit transparency.
- Acceptable Use: Automated workflows and AI agents developed by Frontier Systems must not be used for illegal activities, mass unsolicited messaging (spam), unlawful surveillance, or defamatory purposes.
6. Fees, Invoicing & UK VAT
- Currency: All fees are quoted and payable in United States Dollars (USD, $) unless expressly agreed in writing in the SOW.
- UK VAT: Where applicable under UK tax law, Value Added Tax (VAT) will be charged at the prevailing statutory UK rate and clearly itemized on invoices.
- Payment Terms: Invoices are payable within 14 calendar days of invoice date unless otherwise stipulated in the SOW.
- Late Payments (UK Statutory Interest): Frontier Systems reserves the statutory right to claim interest and compensation on overdue business payments pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 (8% per annum above the Bank of England base rate).
7. Confidentiality & Non-Disclosure
Both parties agree to treat all business secrets, client end-user information, technical architecture, financial terms, and source code disclosed during the engagement as strictly confidential (“Confidential Information”).
Neither party will disclose Confidential Information to any third party without prior written consent, except to employees, professional advisors, and vetted subcontractors who need to know such information and are bound by confidentiality obligations no less protective than those contained herein.
8. Warranties & 30-Day Defect Warranty
Our Professional Standard of Care
Frontier Systems warrants that all services will be executed with reasonable skill and care in accordance with recognised software engineering standards and Section 13 of the UK Supply of Goods and Services Act 1982.
30-Day Post-Launch Warranty
For custom software and web applications delivered under a fixed-scope SOW, Frontier Systems provides a 30-calendar-day warranty commencing upon production deployment or formal sign-off. During this period, we will diagnose and rectify any reproducible defect or non-conformity to the agreed specification at no additional charge.
Exclusions: The warranty does not cover defects caused by client alterations, unauthorized third-party modifications, external API outages, server hardware failures, or subsequent browser/OS deprecations.
9. Limitation of Liability
Nothing in this Agreement excludes or limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited by the laws of England and Wales.
- Exclusion of Consequential Losses: To the maximum extent permitted by law, neither party shall be liable for indirect, special, incidental, or consequential losses, including loss of profits, loss of business revenue, loss of goodwill, or loss of anticipated savings.
- Aggregate Financial Cap: Each party's total aggregate liability arising out of or in connection with this Agreement or any Statement of Work (whether in contract, tort, negligence, or statutory duty) shall be strictly capped at 100% of the total fees paid or payable by the Client under the specific SOW in the twelve (12) months preceding the event giving rise to the claim.
10. Term & Termination
Either party may terminate a Statement of Work immediately upon written notice if:
- The other party commits a material breach of this Agreement and fails to remedy such breach within fourteen (14) days of receiving written notice;
- The other party enters into liquidation, administration, or insolvency proceedings in the United Kingdom or any foreign jurisdiction.
Upon termination, the Client shall pay Frontier Systems for all work satisfactorily performed and pre-approved expenses incurred up to the date of termination, upon which all completed deliverables will be transferred to the Client.
11. Governing Law & Jurisdiction
This Agreement, and any dispute, controversy, or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.
Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
12. Contact & Formal Notices
Formal legal notices under this Agreement must be delivered in writing via confirmed email:
Frontier Systems — Contact & Legal Notices
22 Gladstone Street, Walsall, WS2 8BL, United Kingdom
Email: hello@frontiersystems.co