Terms of Service
Last updated — 17 July 2026 · v1.4
These Terms of Service ("Terms") govern your access to and use of the website at triophase.com, the Triophase Studio client portal, our free tools, and the software development and related services provided by Triophase Global Services Pvt. Ltd., a company incorporated in India with registered office at ASO-411, 4th Floor, South Block, Astra Tower, Newtown, Kolkata – 700135, West Bengal, India ("Triophase", "we", "us").
By accessing the site, creating a Studio account, or signing an order document, you agree to these Terms. If you are agreeing on behalf of an organisation, you warrant that you have authority to bind it, and "you" and "Client" mean that organisation.
Please read section 12 (Warranties), section 13 (Limitation of liability) and section 20 (Governing law and dispute resolution). They limit our liability and affect how disputes are resolved.
1. Definitions
"Acceptance" means Client's written approval of a Deliverable, or deemed acceptance under section 7.4.
"Change Order" means a written variation to scope, price or schedule, agreed under section 8.
"Client Materials" means anything Client supplies, including content, data, credentials, designs, trademarks, and third-party materials Client directs us to use.
"Deliverable" means anything we produce and deliver under an Order, including the Specification, prototypes, source code, configuration and documentation.
"Order" means a proposal, statement of work, order form or Studio checkout that references these Terms and sets out scope, price and schedule.
"Pre-existing IP" means anything owned or developed by Triophase outside or independently of an Order, including our methodology, agent orchestration platform, build pipeline, templates, libraries, tooling, prompts and know-how.
"Specification" means the specification document, prototype and build decomposition produced during a Spec Sprint.
"Spec Sprint" means the paid specification engagement described in section 5.
"Services" means the Spec Sprint, Build Services and any other services set out in an Order.
2. Structure of the agreement
2.1 The agreement between us consists of, in descending order of precedence: (a) the Data Processing Addendum on matters of data protection; (b) the Order; (c) these Terms; (d) the accepted Specification; (e) any other document expressly incorporated.
2.2 Client purchase order terms, vendor portal terms, supplier codes and similar documents do not apply and are expressly rejected, even if we sign or acknowledge them, unless a director of Triophase agrees to them in a signed writing that refers to this clause.
3. The website and free tools
3.1 The website and free tools are provided for information and evaluation. They do not constitute advice, and no advisory relationship arises from their use.
3.2 Free tools are provided "as is" and "as available", without warranty of any kind, and may be modified, rate-limited, suspended or withdrawn at any time without notice. Results are indicative only. Do not rely on them for security assurance, compliance or any decision with material consequences.
3.3 You may submit a domain to a free tool only if you own it or are authorised by its owner to test it. You are solely responsible for that authorisation. You will indemnify us against any claim arising from your submission of a target you were not authorised to test.
3.4 You must not use the site or tools to attempt unauthorised access, interfere with operation, circumvent rate limits or protections, scrape at volume, reverse engineer, or use automated means to extract content except as permitted by our robots directives.
4. Studio accounts
4.1 You are responsible for the accuracy of your registration information, for maintaining the confidentiality of credentials, and for all activity under your account.
4.2 You must enable multi-factor authentication where offered, must not share credentials, and must notify us immediately at security@triophase.com of any suspected compromise.
4.3 We may suspend an account immediately where we reasonably believe it has been compromised, is being used unlawfully, or presents a risk to our systems or other clients. Where practicable we will notify you first.
5. Spec Sprint
5.1 A Spec Sprint is a discrete paid engagement. Its output is the Specification.
5.2 On payment in full, the Specification belongs to Client outright. Client may use it, modify it, and take it to any other supplier, with no ongoing obligation to Triophase. That is the point of it, and we do not restrict it.
5.3 The Specification includes a build decomposition with an indicative fixed price for each milestone. That pricing is an offer open for 60 days from delivery and lapses thereafter, after which we may requote.
5.4 Client's participation is required. Where Client does not attend scheduled sessions or does not supply information we have reasonably requested, the Specification will reflect the information available, and we are not responsible for gaps that result.
5.5 A Spec Sprint does not commit either party to a build. The Spec Sprint fee is consideration for the Specification itself and is not credited against the price of a subsequent build unless the Order expressly says otherwise.
5.6 Fees for a Spec Sprint are payable in advance and are subject to the Refund Policy.
6. Build Services
6.1 We deliver builds against an accepted Specification, decomposed into milestones, each with a fixed price and defined acceptance criteria.
6.2 The fixed price is fixed against the accepted Specification and nothing else. Anything not in the accepted Specification is out of scope and requires a Change Order.
6.3 We use autonomous AI agents, supervised and reviewed by our engineers, together with isolated build environments, automated testing and continuous integration. Our delivery method is ours to determine. We may change tooling, models, infrastructure and process at any time, provided the Deliverables continue to meet the accepted Specification.
6.4 Each completed milestone is made available on a staging environment for Client review.
6.6 Production operation. Unless the Order provides for ongoing hosting, our responsibility ends on handover of the Deliverable, and Client is responsible for operating, monitoring, backing up, patching and maintaining the application from that point. Where the Order does provide for us to host and operate the application, our obligations, service levels and fees for that are set out in the Order, and the DPA continues to apply to that processing for as long as it continues.
6.5 Timescales in an Order are estimates unless expressly stated to be binding. Time is not of the essence. We will notify Client of material delay and its cause. Delay attributable to Client, to a third party, or to a Change Order extends our dates by at least the period of that delay.
7. Client responsibilities and acceptance
7.1 Client will: provide accurate and complete information; supply Client Materials, access and credentials when needed; nominate a single authorised decision-maker; give timely feedback; and obtain any consents, licences and approvals required for us to perform.
7.2 Client is responsible for the legality, accuracy and rights position of all Client Materials, and warrants it has the right to provide them for the purposes of the Order.
7.3 On delivery of a milestone, Client has seven (7) business days to review against the acceptance criteria and either accept it or give written notice of specific, material non-conformities with sufficient detail to allow reproduction.
7.4 If Client does not respond within the review period, the milestone is deemed accepted.
7.5 On valid rejection, we will correct the non-conformity and resubmit. This cycle repeats, subject to section 7.6. A rejection that is not a material non-conformity with the accepted Specification is a request for change and is dealt with under section 8.
7.6 If Client rejects a milestone three times and the notified non-conformities are found, on reasonable assessment, not to be material non-conformities with the Specification, we may treat the milestone as accepted and invoice for it, without prejudice to our other rights.
7.7 Client delay. Where Client fails to perform an obligation under 7.1 and that failure prevents us from progressing for more than 10 business days, we may reallocate our resources, and may charge a remobilisation fee reflecting our reasonable costs, notified in advance. Where the failure continues beyond 30 days, we may suspend under section 16 or terminate under section 17.
8. Changes
8.1 Either party may request a change. We will respond with the effect on price and schedule.
8.2 No change takes effect until agreed in writing by both parties. We are not obliged to perform work outside the accepted Specification, and any such work performed informally is chargeable at our then-current rates.
8.3 We may make immaterial changes that do not reduce functionality, quality or security, without a Change Order.
9. Fees, payment and taxes
9.1 Fees are set out in the Order. Unless stated otherwise: the Spec Sprint fee is payable in advance; build milestones are invoiced on delivery of the milestone; and support or retained services are invoiced monthly in advance.
9.2 Invoices are payable within 14 days of the invoice date, without set-off, deduction or counterclaim.
9.3 Late payment accrues interest at 1.5% per month or the maximum permitted by law, whichever is lower, calculated daily from the due date until payment, together with our reasonable costs of recovery, including legal fees.
9.4 All fees are exclusive of GST, VAT, withholding, and any other tax or duty, which Client pays in addition. Where Client is required to withhold tax, Client will gross up the payment so that we receive the full invoiced amount, and will supply withholding certificates promptly.
9.5 Fees are quoted and payable in the currency stated in the Order. Bank charges, intermediary charges and currency conversion costs are Client's responsibility, and the amount received by us must equal the invoiced amount.
9.6 We may increase rates for ongoing or retained services on 30 days' notice, effective at the next renewal.
9.7 Client will not initiate a chargeback or payment dispute without first raising the matter with us in writing and allowing 14 days to resolve it. A chargeback raised in breach of this clause is a material breach.
10. Intellectual property
10.1 Deliverables. On receipt of payment in full for the relevant milestone, we assign to Client all right, title and interest in the bespoke source code, configuration and documentation created specifically for Client under that milestone, excluding Pre-existing IP and third-party materials.
10.2 Until payment in full is received, all rights in the Deliverables remain with Triophase, and Client has no licence to use them in production.
10.3 Pre-existing IP. We retain all rights in Pre-existing IP. Where a Deliverable incorporates Pre-existing IP, we grant Client a perpetual, worldwide, non-exclusive, royalty-free, non-transferable licence to use, modify and host that Pre-existing IP solely as embedded within the Deliverable and solely for Client's internal business purposes, including onward provision to Client's own customers as part of Client's product. That licence does not permit extraction of Pre-existing IP for separate use, resale or sublicensing as a standalone product.
10.4 Third-party and open-source components. Deliverables may incorporate third-party and open-source components, which are licensed to Client under their own terms and not assigned by us. We will identify material components on request. Client is responsible for compliance with those licences after handover.
10.5 Residual knowledge. Nothing restricts our right to use the general skills, knowledge, techniques and know-how retained in the unaided memory of our personnel, or to perform similar services for other clients, including in the same industry, provided we do not use Client's Confidential Information or infringe rights assigned under 10.1.
10.6 AI-generated output. Client acknowledges that Deliverables are produced substantially by generative AI systems under human supervision, and that:
- The legal position on copyright subsistence in AI-generated material differs between jurisdictions and is unsettled. We assign whatever rights we hold, and we do not warrant that copyright subsists in every element of a Deliverable or that Client can enforce copyright in it against a third party.
- Generative systems may produce output resembling material produced independently by others. We apply review and testing to the output, but we do not warrant that Deliverables are original in every element, nor that they are free of resemblance to third-party material.
- Section 12.4 and section 14 set out the limits of our obligations in relation to third-party claims.
10.7 Feedback. Suggestions or feedback you give us about our services may be used by us without restriction or compensation.
11. Confidentiality
11.1 Each party will keep the other's Confidential Information confidential, use it only for the purposes of the agreement, disclose it only to personnel and advisers with a need to know who are bound by equivalent obligations, and protect it with at least reasonable care.
11.2 Confidential Information excludes information that is or becomes public without breach, was lawfully known before disclosure, is independently developed without use of the disclosing party's information, or is lawfully received from a third party.
11.3 A party may disclose where legally compelled, having given the other party prompt notice where lawful.
11.4 These obligations continue for five years after termination, and indefinitely for trade secrets and personal data.
11.5 Publicity. We may not identify Client as a customer, use its name or logo, or publish any description of the work without Client's prior written consent. Where consent is given, it may be withdrawn on 30 days' notice, and we will remove the reference from materials under our control.
12. Warranties and disclaimers
12.1 Each party warrants that it has authority to enter the agreement and will comply with applicable law, including anti-bribery, sanctions and export control law.
12.2 We warrant that the Services will be performed with reasonable skill and care by suitably qualified personnel, and that for thirty (30) days from Acceptance of a milestone, the Deliverable will materially conform to the accepted Specification.
12.3 Your sole remedy for breach of the warranty in 12.2 is that we will, at our option, correct the non-conformity or re-perform the affected Services. Where we cannot do so within a reasonable period, we will refund the fees paid for the non-conforming portion of that milestone. This is your exclusive remedy for defects.
12.4 The warranty in 12.2 does not apply to, and we have no liability arising from:
- Modification of a Deliverable by anyone other than us
- Use of a Deliverable other than in accordance with its documentation or the Specification
- Combination of a Deliverable with software, hardware or data not supplied or approved by us
- Defects caused by Client Materials, Client instructions, or a Client-nominated third-party service
- Third-party or open-source components
- Changes to third-party APIs, platforms, models or services after delivery
- Failure to apply updates, patches or maintenance we have recommended, where Client is responsible for operating the application under section 6.6
- Environments not under our operational control
- Any free tool, beta feature, or Deliverable provided at no charge
12.5 Except as expressly stated in these Terms, and to the fullest extent permitted by law, we exclude all warranties, conditions, terms and representations, whether express, implied or statutory, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, or arising from a course of dealing or usage of trade.
12.6 We do not warrant that any Deliverable, service or system will be uninterrupted, timely, secure, error-free, free from vulnerabilities, or that all defects will be corrected. Software of any material complexity contains defects. Our obligation is to build carefully, test properly and fix what is found within the warranty period, not to deliver perfection.
12.7 We do not provide legal, tax, regulatory, accounting, financial or medical advice. Where a Deliverable relates to a regulated activity, Client is solely responsible for determining and meeting its regulatory obligations, and for obtaining its own professional advice. Any compliance-related feature we build is built to the Specification Client has approved.
13. Limitation of liability
13.1 Nothing in these Terms limits or excludes liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; a party's obligation to pay fees properly due; or any liability that cannot lawfully be limited.
13.2 Subject to 13.1, neither party is liable for any: loss of profit; loss of revenue; loss of anticipated savings; loss of business or business opportunity; loss of goodwill or reputation; loss, corruption or recreation of data; regulatory fine or penalty; or any indirect, special, incidental, punitive or consequential loss, in each case whether or not foreseeable and whether or not the party was advised of the possibility.
13.3 Subject to 13.1, our total aggregate liability arising out of or in connection with the agreement, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, is limited to the total fees actually paid by Client to Triophase under the Order giving rise to the claim in the twelve (12) months immediately preceding the first event giving rise to liability.
13.4 Where the Order giving rise to the claim is a Spec Sprint, our aggregate liability is limited to the Spec Sprint fee paid.
13.5 The caps in 13.3 and 13.4 are aggregate across all claims and are not per-claim. Liability under the DPA counts against the same cap, save where applicable data protection law prohibits it.
13.6 Client will not bring any claim more than twelve (12) months after the date on which Client became aware, or ought reasonably to have become aware, of the facts giving rise to it.
13.7 Client acknowledges that the fees reflect this allocation of risk, that the limitations are reasonable in that context, and that we would not enter the agreement without them. Client may request higher liability cover, which we will price separately if we are able to obtain it.
13.8 Client is responsible for maintaining its own backups of Client Materials and of any environment under its control, and for its own insurance.
14. Indemnities
14.1 We will indemnify Client against amounts finally awarded against Client, or agreed in settlement approved by us, in respect of a third-party claim that a Deliverable, as delivered by us and used in accordance with the Specification, infringes that third party's registered patent, copyright or trademark, provided Client: notifies us promptly in writing; gives us sole control of the defence and settlement; provides reasonable assistance at our cost; and takes no step prejudicing the defence.
14.2 The indemnity in 14.1 does not apply to any claim arising from Client Materials, Client instructions, modification of a Deliverable, combination with anything not supplied by us, third-party or open-source components, use outside the Specification, or continued use after we have notified Client to stop.
14.3 Where a claim under 14.1 arises or is likely, we may at our option procure the right to continue use, modify the Deliverable to be non-infringing, or terminate the affected Deliverable and refund the fees paid for it depreciated on a straight-line basis over three years. This section 14 states our entire liability and Client's sole remedy for intellectual property infringement.
14.4 Client will indemnify us against all claims, losses, damages, fines and reasonable costs arising from: Client Materials; Client's instructions; Client's use of a Deliverable; Client's breach of section 3.3; Client's breach of applicable law; and Client's breach of the DPA or unlawful processing instructions.
14.5 The indemnity in 14.1 is subject to the cap in section 13.3. The indemnity in 14.4 is not capped.
15. Non-solicitation
15.1 During the engagement and for twelve (12) months afterwards, Client will not directly or indirectly solicit for employment or engagement any Triophase person who has been materially involved in the Services, other than through a general public advertisement not targeted at our personnel.
15.2 If Client breaches 15.1 and engages that person, Client will pay us a fee equal to 50% of that person's first-year total compensation in the new role, as a genuine pre-estimate of our recruitment and disruption costs.
16. Suspension
16.1 We may suspend Services, access to the Studio, and access to staging environments immediately where: an invoice is more than 14 days overdue; Client is in material breach; Client's use presents a security or legal risk; or a payment provider reverses a payment.
16.2 Suspension does not relieve Client of payment obligations, and we are not liable for any loss arising from a suspension made in accordance with this section. We will restore Services promptly once the cause is resolved.
17. Term and termination
17.1 The agreement continues until the Order is completed or terminated.
17.2 Either party may terminate immediately on written notice if the other: commits a material breach that is not remedied within 30 days of written notice; or becomes insolvent, enters administration, liquidation or an equivalent process, or ceases to carry on business.
17.3 Client may terminate an Order for convenience on 30 days' written notice. On such termination Client will pay: all fees for milestones accepted or delivered; a pro-rata amount for work in progress on the current milestone, assessed reasonably by us; and any non-cancellable third-party costs we have committed. Refunds, where any, are governed by the Refund Policy.
17.4 We may terminate an Order for convenience on 30 days' written notice, in which case we will refund fees paid for milestones not delivered and will hand over work in progress in its current state.
17.5 On termination: all outstanding invoices fall due immediately; Client's licences under section 10 for unpaid Deliverables terminate; each party returns or destroys the other's Confidential Information on request; and we will decommission build and staging environments in accordance with the retention schedule in the Privacy Policy and section 4.8 of the DPA.
17.6 We will provide reasonable handover assistance at our then-current professional rates, subject to all sums due having been paid. Handover assistance is not included in the fixed price unless the Order says so.
17.7 Sections 9, 10, 11, 12.5, 13, 14, 15, 17.5, 18, 19 and 20 survive termination, together with any provision which by its nature should survive.
18. Force majeure
Neither party is liable for failure or delay caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic, war, terrorism, civil unrest, government action, change of law, strike, failure of telecommunications or power, failure or withdrawal of a third-party platform, model provider or cloud service, or cyber-attack not attributable to that party's failure to maintain reasonable security. The affected party will notify the other and use reasonable efforts to mitigate. Where the event continues for more than 60 days, either party may terminate the affected Order without liability, subject to payment for work performed. This section does not excuse an obligation to pay sums already due.
19. General
19.1 Notices must be in writing and sent to hello@triophase.com and to the email address in the Order. Notices of breach, termination or a legal claim must additionally be sent by courier to the registered office above.
19.2 Assignment. Neither party may assign without the other's written consent, not to be unreasonably withheld, except that either party may assign to an affiliate or to a successor in connection with a merger or sale of substantially all assets, on notice.
19.3 Subcontracting. We may subcontract, and remain responsible for the performance of our subcontractors.
19.4 Entire agreement. The agreement is the entire agreement and supersedes all prior discussions, proposals and representations. Each party confirms it has not relied on any statement not set out in the agreement. Nothing limits liability for fraudulent misrepresentation.
19.5 Variation. We may amend these Terms on 30 days' notice for prospective engagements and for the website and free tools. Terms applicable to a signed Order do not change during that Order except by written agreement. Continued use of the site or Studio after the effective date constitutes acceptance.
19.6 No waiver. Failure to enforce is not a waiver.
19.7 Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the remainder continues.
19.8 No partnership. Nothing creates a partnership, joint venture, agency or employment relationship.
19.9 Third parties. No person other than the parties has any right to enforce any term.
19.10 Counterparts and electronic signature. Orders may be executed in counterparts and by electronic signature, each of which is an original.
19.11 Language. The English version of these Terms prevails over any translation.
20. Governing law and dispute resolution
20.1 These Terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the laws of India.
20.2 The parties will first attempt to resolve any dispute by good-faith negotiation between senior representatives within 30 days of written notice of the dispute.
20.3 If not resolved, the dispute will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by agreement, or failing agreement within 15 days, appointed in accordance with that Act. The seat and venue of arbitration is Kolkata, India. The language is English. The award is final and binding.
20.4 Subject to 20.3, the courts at Kolkata, West Bengal, India have exclusive jurisdiction.
20.5 Nothing prevents either party from seeking urgent injunctive or interim relief in any court of competent jurisdiction to protect its confidential information or intellectual property.
20.6 An Order may specify a different governing law, seat or forum, in which case that Order prevails over this section for disputes arising under it.
21. Contact
Triophase Global Services Pvt. Ltd.
ASO-411, 4th Floor, South Block, Astra Tower.
Newtown, Kolkata – 700135, West Bengal, India.
hello@triophase.com