Signal Licence Terms
B2B product terms for Glacifraga. Signal licence, not a fund. You execute.
Parties. These Terms are between Thin Ice Digital Ltd (“Thin Ice”, “we”, “us”) and the business customer named in the Order Form or Pilot Confirmation (“Customer”, “you”).
Product. “Glacifraga” means our rules-based market signal / white-label sleeve service (including Obsidian, Aurora, related APIs, dashboards, documentation, and any pilot access).
1. What we provide (and what we do not)
1.1 We licence access to informational, rules-based signals and related data (direction, confidence, illustrative stops/targets/sizing parameters, audit trail, documentation).
1.2 We do not: hold, custody, or control Customer or end-client money or assets; place, transmit, or execute orders; act as portfolio manager, discretionary investment manager, broker, or depositary; or provide personalised investment advice to any natural person.
1.3 You (or your regulated affiliate) decide whether and how to use any signal, place all orders in your own account(s), and remain solely responsible for your regulatory status, permissions, disclosures, and client outcomes.
1.4 Any BUY / SELL label, stop, take-profit, share count, risk amount, or similar field is an output of a published rule set for your systems, not a recommendation that you (or any end client) should enter a particular transaction. You must not present Glacifraga outputs to retail clients as personal advice from Thin Ice.
2. Eligibility (institutional / professional only)
2.1 Glacifraga is offered for business / institutional use only. It is not designed or authorised for retail consumers.
2.2 You represent that you are a business acting for your own account or as a regulated firm for eligible counterparties / professional clients under applicable law, and that you will not onsell or redistribute the service to retail consumers except under your own licence and compliance stack (white-label), with end users never relying on Thin Ice as their adviser.
3. Licence
3.1 Subject to these Terms and timely payment, we grant you a non-exclusive, non-transferable, non-sublicensable (except as expressly allowed for white-label branding under an Order Form) licence to use Glacifraga during the Term for your internal trading / research systems and, if the Order Form says so, under your brand with your own compliance wrapping.
3.2 You must not: reverse engineer except as law allows; scrape or abuse the API; remove notices; use the service to build a competing signal product; or claim Thin Ice is regulated as an investment firm for Glacifraga unless that is separately true in writing.
4. Fees
4.1 Fees are as set in the Order Form (e.g. flat monthly pilot fee). Unless the Order Form expressly states otherwise, fees are a software / data licence, not a share of profits and not custody fees.
4.2 If an Order Form uses a fee linked to “AUM” or notional, that is solely a commercial metric for licensing price. It does not mean we manage, advise on, or control that AUM.
5. No advice; no guarantee; performance
5.1 No investment advice. Nothing in Glacifraga or our marketing is investment advice, a personal recommendation, or an offer to buy or sell any financial instrument.
5.2 No performance guarantee. Markets can and do lose money. Following a signal can result in partial or total loss of capital. Past simulated or live results are not indicative of future results.
5.3 Drawdowns. We do not guarantee any maximum drawdown, “rail”, floor, or capital protection. Published Full / OOS drawdown figures on glacifraga.com (or in a methodology note) are historical simulated metrics for a defined construction and window. They are not a promise that live trading will stay within those levels. Obsidian simulated Full max drawdown was approximately −17.5% on the published window; Aurora approximately −19.9%. These are historical simulated figures only.
5.4 Simulations. Backtests and example API payloads marked simulated / example are illustrative. They may differ from live fills (slippage, gaps, liquidity, corporate actions, crypto settlement, latency, partial fills, operator error).
5.5 Regime rules and filters (including any pause when SPY and TLT are both below SMA200, VIX overlays, ATR stops, 1% risk sizing, position caps) can fail, lag, or be misapplied. They are risk tools, not insurance.
6. Your responsibilities
6.1 You are solely responsible for: execution quality; broker selection; risk limits; KYC/AML where applicable; client disclosures; whether Glacifraga is suitable for your use case; and all losses arising from use or non-use of signals.
6.2 White-label: if you brand the signals as yours, your name, licence, and complaints handling apply to your end users. You must not imply Thin Ice is their portfolio manager or adviser.
6.3 You will not use Glacifraga in any jurisdiction where doing so would be unlawful for you without required authorisations.
7. Intellectual property; confidentiality
7.1 We retain all IP in Glacifraga, models, rule definitions, documentation, and branding (except your marks under a white-label clause).
7.2 Each party keeps the other’s non-public commercial and technical information confidential, except as required by law or regulators, or to professional advisers under duty of confidence.
8. Warranties; disclaimer
8.1 We provide Glacifraga on an “as is” and “as available” basis. We do not warrant uninterrupted or error-free service, or that signals are accurate, complete, timely, or profitable.
8.2 To the fullest extent permitted by law, we disclaim all implied warranties (merchantability, fitness for a particular purpose, non-infringement), except those that cannot be excluded.
9. Limitation of liability
9.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited under applicable law.
9.2 Subject to 9.1, we are not liable for: trading losses; lost profits; loss of data; indirect or consequential loss; or claims by your end clients — whether in contract, tort (including negligence), or otherwise — arising from use of Glacifraga or reliance on any signal or marketing statement.
9.3 Subject to 9.1, our total aggregate liability under or in connection with these Terms in any rolling 12-month period is limited to the fees you paid us for Glacifraga in that period (or £1,000 if greater solely where fees were zero for a free trial).
10. Indemnity
You will indemnify and hold Thin Ice harmless against claims, losses, and costs (including reasonable legal fees) arising from: your (or your end clients’) trading; your marketing or redistribution of signals; your breach of these Terms; or your failure to obtain required licences or make required disclosures.
11. Term; suspension; termination
11.1 The Term is as in the Order Form (e.g. monthly pilot, auto-renew unless either party gives 30 days’ notice).
11.2 We may suspend access for non-payment, security risk, or suspected unlawful use.
11.3 On termination, your licence ends; sections that by nature should survive (IP, confidentiality, liability, indemnity, governing law) survive.
12. Marketing accuracy
You and we agree not to make statements about Glacifraga performance, drawdown, or regulatory status that contradict the then-current glacifraga.com disclosures or the Order Form. If marketing copy conflicts with these Terms or published methodology, these Terms and the methodology win.
13. Governing law; disputes
These Terms and any non-contractual obligations are governed by the laws of England and Wales. Courts of England and Wales have exclusive jurisdiction, except that we may seek interim relief in any jurisdiction.
14. General
14.1 Entire agreement (plus Order Form). Changes in writing (including agreed email).
14.2 If a clause is unenforceable, the rest remains.
14.3 No partnership, agency, or employment.
14.4 Notices to the emails on the Order Form (for Thin Ice: info@thinicedigital.com).
Related: Pilot Order Form · Risk & regulatory disclaimer · Methodology. Contact Thin Ice Digital Ltd at info@thinicedigital.com.