1. Parties

This Payment Terms Schedule is entered into between:

Provider: Infinity Markets Limited a company incorporated in England and Wales with company number 16766393 and registered office at 1 Victoria Avenue, Harrogate HG1 1EQ (Provider); and

Customer: details as per checkout order form (Customer).

This Schedule forms part of the Market Identifier Subscription Agreement, Order Form, Terms of Service and any applicable Data Processing Agreement between the parties.

2. Business-to-business use only

2.1 The Customer confirms that it is entering into this Agreement wholly or mainly for business purposes.

2.2 The Customer confirms that it is not acting as a consumer.

2.3 The person accepting this Agreement on behalf of the Customer confirms that they have authority to bind the Customer.

2.4 The Provider may refuse, suspend or cancel access if it reasonably believes that the Customer is not a business customer or that the person accepting the Agreement lacked authority.

3. Subscription term

3.1 The subscription term starts on the earlier of:

(a) the date the Customer first receives access to the Market Identifier platform;
(b) the date stated in the Order Form; or
(c) the date the first payment is processed,

and continues for an initial fixed term of 12 months (Initial Term).

3.2 The subscription is an annual subscription. Monthly billing is provided only as an instalment payment facility and does not make the subscription cancellable monthly.

3.3 The Customer commits to pay the full Annual Subscription Fee for the Initial Term.

4. Fees 

4.1 Growth Subscription Tier

(a) the Growth Tier annual subscription fee is £2,400.00 plus VAT, if applicable (Growth Tier Annual Subscription Fee).

(b) The Growth Tier Annual Subscription Fee is payable in 12 monthly instalments of £200.00 plus VAT, unless otherwise stated in the Order Form.

4.2 Pro Subscription Tier

(a) The Pro Tier annual subscription fee is £4,800.00 plus VAT, if applicable (Pro Tier Annual Subscription Fee).

(b) The Pro Tier Annual Subscription Fee is payable in 12 monthly instalments of £40.000 plus VAT, unless otherwise stated in the Order Form.

4.3 The first monthly instalment is due immediately on acceptance of the Order Form or this Agreement.

4.4 Each subsequent monthly instalment is due on the same calendar day of each following month, or the nearest available calendar day if that date does not exist.

4.5 All fees are exclusive of VAT and any other applicable taxes unless expressly stated otherwise.

4.6 The Customer must pay all invoices in full without set-off, withholding, counterclaim or deduction, except where required by law.

5. Payment method

5.1 The Customer must maintain a valid approved payment method, such as card payment, direct debit or other payment method approved by the Provider.

5.2 The Customer authorises the Provider and its payment processor to charge the Customer’s approved payment method for all fees due under this Agreement.

5.3 The Customer must ensure that its payment details remain accurate and that sufficient funds are available on each payment date.

5.4 Failure of the payment method does not suspend or cancel the Customer’s payment obligation.

6. Invoices and purchase orders

6.1 The Provider may issue invoices monthly in advance or otherwise as stated in the Order Form.

6.2 The Customer’s obligation to pay is not conditional on the issue of a purchase order, internal approval, supplier onboarding process or other administrative requirement of the Customer.

6.3 If the Customer requires a purchase order number, it must provide that number before the relevant invoice date.

6.4 Failure to provide a purchase order number does not excuse late payment.

7. No early cancellation during Initial Term

7.1 The Customer may not cancel the subscription during the Initial Term except:

(a) where expressly permitted under the Agreement;
(b) where the Provider commits a material breach that remains uncured after any applicable cure period; or
(c) where the Provider agrees in writing.

7.2 If the Customer stops using the Market Identifier platform, removes users, disables integrations or otherwise ceases to benefit from the service during the Initial Term, the unpaid instalments remain payable.

7.3 Cancellation requests received during the Initial Term will take effect at the end of the Initial Term unless the Provider agrees otherwise in writing.

8. Failed payments

8.1 If any payment fails, the Provider may retry the payment method.

8.2 The Provider may notify the Customer of the failed payment and require immediate payment by an alternative method.

8.3 If any amount remains unpaid for more than 7 days after the due date, the Provider may suspend access to the Market Identifier platform until all overdue amounts are paid.

8.4 Suspension does not relieve the Customer of its obligation to pay any fees.

8.5 The Provider is not liable for loss, interruption, data unavailability, business disruption or other consequences arising from suspension due to non-payment, except to the extent such liability cannot be excluded by law.

9. Late payment interest and recovery costs

9.1 If the Customer fails to pay any amount due by the due date, the Provider may charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9.2 Statutory interest is charged at 8% plus the Bank of England base rate for business-to-business transactions. 

9.3 The Provider may also claim fixed debt recovery costs and reasonable recovery costs where permitted by law. 

9.4 The Provider’s right to charge statutory interest and recovery costs is without prejudice to any other rights or remedies available under this Agreement or law.

10. Acceleration of unpaid instalments

10.1 The parties agree that the Annual Subscription Fee is the price for the full 12-month Market Identifier subscription according to their relevant subscription tier.

10.2 The Customer’s monthly payments are instalments of the Annual Subscription Fee and are not separate monthly subscription fees.

10.3 If:

(a) any payment remains unpaid for more than 14 days after the due date;
(b) the Customer cancels, purports to cancel or repudiates the Agreement during the Initial Term;
(c) the Customer’s payment method repeatedly fails;
(d) the Customer becomes insolvent or appears unable to pay its debts; or
(e) the Provider terminates the Agreement for the Customer’s material breach,

then all unpaid instalments for the remainder of the Initial Term become immediately due and payable.

10.4 The parties agree that this clause reflects the Customer’s primary payment obligation for the Annual Subscription Fee and is intended to protect the Provider’s legitimate commercial interest in receiving the agreed annual price.

10.5 This clause does not prevent the Provider from claiming additional losses, costs or expenses where recoverable by law.

11. Service suspension and termination

11.1 The Provider may suspend access to the Market Identifier platform if any amount is overdue.

11.2 The Provider may terminate the Agreement if any amount remains unpaid for more than 14 days after written notice of non-payment.

11.3 Termination for non-payment does not affect:

(a) the Provider’s right to recover unpaid fees;
(b) the Customer’s obligation to pay accelerated unpaid instalments;
(c) accrued rights and remedies; or
(d) any clause intended to survive termination.

12. Refunds

12.1 Fees are non-refundable except where:

(a) the Agreement expressly states otherwise;
(b) the Provider agrees in writing; or
(c) a refund is required by law.

12.2 No refund or credit is due because the Customer has not used the Merket Identifier platform, has used fewer seats than purchased, has failed to onboard users, or has changed its business requirements.

13. Upgrades, additional seats and usage

13.1 If the Customer adds seats, modules, usage capacity, integrations or other paid features during the Initial Term, the Provider may charge additional fees.

13.2 Unless otherwise stated in the Order Form, additional fees are payable from the date the additional feature, seat or usage capacity is made available.

13.3 Additional fees may be charged immediately, monthly, or pro-rated for the remainder of the then-current term.

13.4 Removing seats, modules or usage capacity during the Initial Term does not reduce the Annual Subscription Fee unless the Provider agrees in writing.

14. Renewal

14.1 Unless either party gives written notice of non-renewal at least 30 days before the end of the Initial Term, the subscription renews for a further 12-month term.

14.2 The Provider may increase fees for a renewal term by giving at least 30 days’ written notice before the renewal date.

14.3 Renewal fees are payable annually in advance or by monthly instalments, as stated in the renewal order form or invoice.

14.4 If the Customer continues using the Market Identifier platform after the end of the Initial Term, the Customer is deemed to have accepted the renewal terms.

15. Payment disputes

15.1 The Customer must notify the Provider in writing of any invoice dispute within 7 days of the invoice date.

15.2 The notice must identify the disputed amount and provide reasonable details of the dispute.

15.3 The Customer must pay all undisputed amounts by the due date.

15.4 The parties must work in good faith to resolve any invoice dispute promptly.

15.5 If the dispute is resolved in favour of the Provider, the Customer must pay the disputed amount immediately together with any applicable interest.

16. Credit risk protections

16.1 The Provider may require credit checks, trade references, upfront payment, a deposit, payment by direct debit, payment by card, or a personal or parent-company guarantee before granting access or continuing to provide the Market Identifier platform.

16.2 The Provider may withdraw monthly instalment payment terms if the Customer’s credit risk materially worsens, payment fails repeatedly, or the Customer gives the Provider reasonable grounds to believe that future payments may not be made.

16.3 If monthly instalment terms are withdrawn under clause 16.2, the Provider may require immediate payment of all unpaid instalments for the remainder of the then-current term.

17. Taxes

17.1 The Customer is responsible for all VAT, sales tax, withholding tax, duties, levies and similar charges arising from the Agreement, except taxes based on the Provider’s net income.

17.2 If the Customer is required by law to withhold or deduct tax from any payment, the Customer must increase the payment so that the Provider receives the amount it would have received without the withholding or deduction, unless prohibited by law.

18. Records of acceptance

18.1 The Customer agrees that acceptance may take place by:

(a) electronic signature;
(b) ticking an online acceptance box;
(c) clicking an “I agree”, “Buy now”, “Subscribe”, “Accept terms” or similar button;
(d) signing an Order Form;
(e) paying the first invoice; or
(f) accessing or using the Market Identifier platform.

18.2 The Provider may retain electronic records of acceptance, including timestamp, IP address, user account, email address, payment record, version of terms accepted and associated metadata.

18.3 The parties agree that electronic acceptance is intended to be legally binding. Electronic signatures are admissible in legal proceedings under section 7 of the Electronic Communications Act 2000, although evidential weight depends on the circumstances. 

19. Order of precedence

19.1 If there is a conflict between this Payment Terms Schedule and the main Market Identifier Subscription Agreement, this Payment Terms Schedule prevails in respect of fees, billing, payment, non-payment, suspension for non-payment and acceleration of unpaid instalments.

19.2 The Order Form prevails over this Payment Terms Schedule only where it expressly states that it overrides a specific clause of this Payment Terms Schedule.

20. Governing law and jurisdiction

20.1 This Payment Terms Schedule and any dispute or claim arising from or in connection with it are governed by the laws of England and Wales.

20.2 The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising from or in connection with this Payment Terms Schedule.