Terms and Conditions of Use - Frust

4.1 Compatible Technical Environment

The Client is responsible for maintaining the cloud infrastructure (AWS or others) configured according to the technical specifications detailed in the Technical Requirements Annex or documentation provided by Frust.

4.2 Access and Permissions

The Client must grant Frust the programmatic access (IAM roles, APIs, etc.) necessary for the analysis and execution of optimizations. Failure to provide timely access will release Frust from any savings guarantee or service level agreement (SLA).

4.3 Data Accuracy

The Client warrants that the consumption and configuration data provided is accurate. Frust shall not be liable for recommendations based on incomplete or erroneous technical information supplied by the Client.

5.1 Savings Management Model

Frust operates under an optimization model where it acquires Commitments (Savings Plans and/or Reserved Instances) in its own billing accounts. For those Commitments to generate savings on the Client's consumption, Frust's account is incorporated as a guest member in the Client's AWS Organization (AWS Organizations). This incorporation is carried out through a formal invitation that the Client's management account (MPA) generates using permissions the Client has granted to Frust. The Client retains full ownership and absolute control of their AWS Organization at all times.

5.2 Optimization Platform

Frust provides an analytics platform that includes continuous monitoring, AI-based recommendations, and provisioning decision automation to maximize the efficiency of the Client's cloud spend.

6.1 Fee Structure

The Client agrees to pay Frust according to the applicable fee structure: a percentage of generated savings (10–20%) for commitment management services and a monthly subscription based on cloud spend for the optimization platform.

6.2 Billing and Payment

Billing will be done monthly. Payments must be made within 30 days of the invoice date. All fees are subject to applicable taxes.

6.3 Right to Suspend for Default

In the event of non-payment of any fee for more than 5 calendar days after its due date, Frust is entitled to suspend, by operation of law and without the need for judicial proceedings, access to the Platform and the performance of the Services. Suspension does not release the Client from accrued payment obligations or financial commitments assumed with third parties.

7.1 Technical Breach

• Frust reserves the right to temporarily suspend the Services if it detects that the Client has modified their technical environment in a way that prevents the correct operation of the AI or jeopardizes the integrity of commitment management.
• The suspension will remain in effect until the Client demonstrates that the technical breach has been remedied.

The technical requirements the Client must maintain are detailed in the Technical Annex.

7.2 Cloud Provider Default (Cross-Default)

Since Frust's Services depend on the active and good standing of the Client's account with the cloud provider (AWS or others), any suspension, block, or default by the Client with said provider shall be deemed a material breach of this Agreement.

7.3 Right to Immediate Disassociation

In the event that the Client defaults on payments to the cloud provider in a manner that jeopardizes Frust's accounts or Commitments linked to their organization, Frust is entitled to immediately and unilaterally disassociate its accounts and Commitments from the Client's organization. Frust shall not be liable for any loss of savings, penalties, or service interruptions resulting from such disassociation, which shall be understood as a legitimate exercise of contractual self-protection in response to the Client's actions.

8.1 License

Frust grants the Client a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform as permitted in this Agreement and solely for the Client's internal business purposes.

8.2 Restrictions

The Client shall not license, sell, transfer, or commercially exploit the Platform; modify or hack it; use it to transmit unlawful material; or attempt to gain unauthorized access to its systems.

9.1 Role of the Parties

The Client acts as Data Controller and Frust as Data Processor or Mandated Third Party pursuant to Article 15 bis of Law 21.719. Frust will access Client data only as necessary to provide the Services.

9.2 Metadata

Frust will process consumption metadata for service optimization. The Client expressly authorizes this processing for algorithmic improvement and financial efficiency profiling purposes. Frust will not perform actions on data stored in the Client's databases, source code, or servers; access is limited exclusively to cloud resource metadata.

9.3 Security

Frust will implement reasonable technical measures to protect data, including encryption and role-based access controls.

Details of the security controls implemented are available in the Technical Annex.

9.4 Data Retention and Deletion

Frust will retain the Client's billing and consumption metadata for the duration of the Agreement and for a period of 12 months following its termination, a period necessary to resolve potential disputes over savings or charges. After that period, Frust will permanently delete such data from its systems. The Client may request early deletion by written notice to legal@frust.co; Frust will proceed within 30 days, unless retention is required by law.

10. INTELLECTUAL PROPERTY

All rights, titles, and interests in the Platform are the exclusive property of Frust. Any feedback provided by the Client becomes the property of Frust without any obligation for compensation.

11.1 Term

This Agreement will begin on the date of acceptance and will continue until terminated.

11.2 Termination for Convenience

The Client may terminate this Agreement with 30 days prior written notice, subject to the restrictions of existing financial commitments.

11.3 Ipso Facto Termination

This Agreement shall terminate by operation of law (Qualified Forfeiture Clause) if either party fails to perform a material obligation and does not remedy it within 15 days of notification. Material obligations include: payment of fees, maintenance of minimum technical requirements, and respect for intellectual property.

11.4 Revocation of Access upon Termination

Upon termination of this Agreement for any reason, Frust will assist the Client in removing all granted access. The Client may revoke all Frust access immediately and unilaterally through either of the following mechanisms, independently: (a) deleting Frust's CloudFormation stacks from their AWS console, which immediately revokes all IAM access permissions; or (b) removing Frust's account from their AWS Organization (AWS Organizations) from their management console, which immediately unlinks all associated Commitments. Frust will maintain no active access following the execution of either of these actions.

12.1 Warranties

Frust warrants that the Services will be provided in a professional manner. Projected savings are estimates and do not constitute a guarantee of future results.

12.2 Limitation

Frust's total liability will not exceed the amount paid by the Client in the twelve (12) months preceding the event. There shall be no liability for indirect or consequential damages, or for damages caused by the Client's own fault or negligence in technical configuration.

14.1 Applicable Law

This Agreement is governed by the laws of Chile.

14.2 Dispute Resolution

Any dispute will be resolved through binding arbitration in accordance with the rules of the Santiago Arbitration and Mediation Center (CAM).

14.3 Modifications

Frust may modify these Terms with 30 days' notice. Continued use of the service after that period constitutes tacit acceptance.