Quantix — Terms of Service

Effective date: [DATE] Version: 1.0 Contracting entity: [QUANTIX LTD], a company incorporated in England and Wales (company number [NUMBER]), registered office [ADDRESS] ("Quantix", "we", "us", "our").

Summary (not part of the agreement)

This summary is provided for convenience only. It is not binding, and the numbered sections below govern.

• Quantix sells software and computing capacity. We are not an investment adviser, broker, dealer, exchange, fund manager or fiduciary, and nothing on the platform is a recommendation to trade.
• We never hold your money. Your funds stay in your own exchange or broker account. You connect the platform with API keys that must not permit withdrawals.
• Trading can lose you everything. Automated trading adds its own failure modes on top of market risk. Backtests are hypothetical and are not a prediction.
• You buy a monthly allowance of compute Tokens. A Token is a unit of computing time, not money and not a financial instrument. Estimates given before a job runs are approximations; you are charged for the work actually performed.
• Your strategies are yours. The platform, its engines and its models are ours.
• Upgrades take effect immediately; downgrades and cancellations take effect at the end of the period you have already paid for.

1. Agreement to these terms

1.1 Binding agreement. These Terms of Service (the "Terms") form a binding agreement between you and Quantix governing your access to and use of the Quantix platform, websites, applications, application programming interfaces, documentation, marketplace and related services (together, the "Services").

1.2 Acceptance. You accept these Terms by creating an account, accessing the Services, or paying for a Plan. If you do not accept them, you must not use the Services.

1.3 Additional terms. Certain features are governed by additional terms incorporated into this agreement by reference, including the [Privacy Policy], the [Acceptable Use Policy], the [Creator Programme Terms] and any order form or plan-specific terms you agree to. Where an additional term conflicts with these Terms, the additional term governs for that feature only.

1.4 Organisations. If you accept these Terms on behalf of a company, partnership or other legal entity, you represent that you are authorised to bind it, and "you" means that entity.

1.5 Changes to these Terms. We may amend these Terms. For changes that materially reduce your rights or materially increase your obligations, we will give at least 30 days' notice by email and in the application before the change takes effect, and the change will not apply to the period you have already paid for. Other changes take effect when posted. If you do not accept a material change, your remedy is to cancel under §10.6 before it takes effect; continued use after the effective date is acceptance.

2. Definitions

3. Nature of the Services

3.1 What Quantix is. Quantix is a provider of quantitative research software and computing capacity. The Services comprise, without limitation:

• (a) A research and data pipeline — ingestion and normalisation of market data across supported cryptocurrency venues, foreign-exchange instruments and equity instruments; a catalogue of technical, statistical and proprietary features; labelling and target-construction functions; and data storage allocated to your Account.
• (b) Model training and validation — supervised machine-learning pipelines across several model families, together with automated validation checks intended to detect a failure to generalise.
• (c) Backtesting engines — event-driven, fee-aware simulation of Strategies against historical data, with reporting.
• (d) IQ Wizard — a deterministic, step-by-step builder through which you select datasets, features, targets, signals, risk controls and money management.
• (e) IQ Chat and agentic features — an automated multi-agent workflow that designs, trains, backtests and evaluates a Strategy from natural-language input, calling the same underlying engine functions available in the IQ Wizard, subject to §11.
• (f) Bot execution — scheduling and operation of Bots in isolated containers that transmit orders to a Venue account you control, using credentials you supply, subject to §§6 and 7.
• (g) Telemetry and notifications — reports, dashboards, ranking tools and messaging integrations, including third-party messaging channels.
• (h) The Marketplace — publication, ranking, subscription and replication of Strategies, subject to §12.

3.2 What Quantix is not. You acknowledge and agree that Quantix:

• (a) is not an investment adviser, financial adviser, investment manager, portfolio manager, asset manager, commodity trading advisor or fiduciary of any kind;
• (b) is not a broker, dealer, broker-dealer, introducing broker, exchange, alternative trading system, market maker, clearing house or custodian;
• (c) does not hold, receive, control, transmit, safeguard or take custody of your money, cryptoassets or other property at any time;
• (d) does not manage accounts, exercise discretion over your assets, or make trading decisions on your behalf;
• (e) does not provide legal, tax, accounting or regulatory advice; and
• (f) does not guarantee, underwrite, insure or assume any trading result.

Quantix supplies tools. You decide what to run, on what capital, at which Venue, and you alone bear the results.

3.3 Eligibility and jurisdiction. You must be at least 18 years old and have the legal capacity to enter into this agreement. You may not use the Services if you are located in, ordinarily resident in, or organised under the laws of a jurisdiction where doing so would breach applicable law, or where the Services are not offered as stated at [PROHIBITED JURISDICTIONS URL]. You are solely responsible for determining whether your use of the Services, and of any Strategy or Bot, is lawful where you are, and for obtaining any licence, registration or authorisation your own activities require. We may block, restrict or withdraw the Services, or particular features, in any jurisdiction at any time.

3.4 Sanctions and financial crime. You represent that you are not, and are not acting on behalf of any person that is, subject to sanctions administered by the United Kingdom, the European Union, the United States (including OFAC), the United Nations or any other applicable authority, and that you will not use the Services in breach of sanctions, anti-money-laundering, counter-terrorist-financing or export-control laws. We may require identity verification and may suspend or terminate your Account to comply with these obligations.

4. No financial advice

4.1 No recommendation. Nothing made available through the Services — including Strategies, Backtest results, signals, rankings, scores, model outputs, reports, dashboards, notifications, documentation, educational material, Marketplace listings, or anything generated by IQ Chat or the IQ Wizard — is, or shall be construed as, investment advice, a personal recommendation, an offer or solicitation to buy or sell any financial instrument, or an inducement to engage in any investment activity. All such material is provided for informational and operational purposes only.

4.2 No personalised advice. The Services do not assess, and are not designed to assess, your investment objectives, financial situation, risk tolerance, time horizon, tax position, knowledge, experience or suitability. No output of the Services is tailored to your circumstances, and none should be relied upon as if it were. Any parameters, defaults, thresholds, presets or example configurations exist as software defaults, not as advice that they are appropriate for you.

4.3 Rankings and scores are not endorsements. The Marketplace ranking, any score, leaderboard, filter, sort order, badge or category is a mechanical output of a published formula applied to historical data. It is not an opinion on the merits of a Strategy, a prediction of future performance, a certification of a Creator, or a recommendation to allocate capital. Position in a ranking may change without notice and carries no assurance of any kind.

4.4 Independent decisions. You are responsible for your own investment decisions and should obtain independent financial, legal and tax advice from a qualified professional who is authorised to give it in your jurisdiction, before deploying capital.

4.5 Creators are not your advisers. Strategies published by Creators are the work of independent third parties. Quantix does not adopt, endorse, verify the merits of, or accept responsibility for any Creator's Strategy, claims, methodology or communications. A Creator is not acting as your adviser or manager through the Services, and you subscribe to a Strategy at your own risk. See §12.

4.6 Acknowledgement. You acknowledge that you have read and understood this §4 and §5, and that you use the Services on that basis.

5. Trading, market and technology risk

5.1 Risk of total loss. Trading in cryptoassets, foreign exchange, contracts for difference, derivatives, equities and other financial instruments carries a high level of risk and can result in the loss of all capital deployed, and in leveraged or margined products, in losses exceeding the capital deployed. Only trade with money you can afford to lose entirely.

5.2 Market risk. Prices are volatile and may move sharply, gap, or become discontinuous. Liquidity may disappear. Markets may be suspended, halted or closed. Instruments may be delisted, forked, rebased or redenominated. Correlations and volatility regimes change, and a Strategy that performed in one regime may fail in another.

5.3 Execution risk. Orders transmitted by a Bot may be delayed, rejected, partially filled, filled at a materially worse price than intended, duplicated or not transmitted at all, including because of:

• (a) Slippage between the price observed when a signal is generated and the price at which an order executes, which may be severe in fast or thin markets;
• (b) Latency in market data, in our infrastructure, in the public internet, or at the Venue;
• (c) Venue conditions — rate limiting, throttling, API errors, maintenance, outages, policy changes, order-type restrictions, minimum notional and precision rules, margin calls, forced liquidation, auto-deleveraging or trading halts;
• (d) Credential and configuration faults — expired, revoked, mis-scoped or IP-restricted API keys, incorrect symbols, wrong account mode, insufficient balance or unsuitable position sizing;
• (e) Software faults — defects, regressions, misconfiguration, container or node failure, network partition, scheduling delay, or failure of a dependency; and
• (f) Data faults — missing, delayed, duplicated, revised or erroneous market data from a Venue or data provider.

5.4 Risk controls are not guarantees. The Services provide risk-management features such as stop-loss and take-profit families, trailing and conditional variants, cooldowns, position-management and money-management modes. These are software instructions, not guarantees. In particular, and without limiting §5.3:

• (a) Certain protective instructions are, depending on the Venue and the current release, evaluated within the Bot process rather than resting as orders at the Venue. If the Bot process, its host, its connectivity or the Venue API is unavailable, such an instruction may not be acted upon, and a position may remain open and unprotected.
• (b) A stop instruction does not guarantee execution at the stop price. In a gapping or illiquid market the resulting fill may be materially worse.
• (c) Order types available to a Bot vary by Venue and by release, and may be limited to market orders in some configurations, with the price consequences that implies.

You are responsible for monitoring your own positions and for maintaining your own independent means of intervening at your Venue, including closing positions and revoking credentials.

5.5 Backtests and hypothetical performance. Backtest, simulation, paper-trading, optimisation and projection results are hypothetical. They do not represent actual trading and no representation is made that any account will or is likely to achieve profits or losses similar to those shown. Hypothetical results are prepared with the benefit of hindsight, and are subject to well-known limitations including, without limitation: the absence of real capital and therefore of real execution; imperfect modelling of fees, funding, spread, slippage, partial fills and market impact; survivorship, selection and look-ahead bias; and the risk that a model has been fitted to historical noise ("overfitting"). Validation checks applied by the Services are heuristics designed to reduce, but which cannot eliminate, these risks. Past performance, whether simulated or actual, is not a reliable indicator of future results.

5.6 Live records. Where the Services display live trading records, those records reflect specified accounts over specified periods, are not audited unless expressly stated, and may reflect configurations, capital, venues and market conditions different from yours. Where the Services display research, test or legacy Bots, those exist for engineering and evaluation purposes and are not offered as representative of any current or future Strategy.

5.7 Model and AI risk. Outputs of machine-learning models and of AI features are probabilistic and may be wrong, unstable, biased or misleading. See §11.4.

5.8 Cryptoasset-specific risk. Cryptoassets are, in many jurisdictions, unregulated or lightly regulated. You may have no recourse to a compensation scheme, deposit guarantee or ombudsman in respect of losses. Venues may fail, be hacked, freeze withdrawals, or act unilaterally. Transfers on public networks are generally irreversible.

5.9 Your acknowledgement. You represent that you understand the instruments you trade and the mechanics of automated execution, that you have the experience and resources to bear a total loss, and that you accept the risks in this §5 in exchange for access to the Services.

6. Accounts, credentials and custody

6.1 Registration. You must provide accurate registration information and keep it current. One person or entity per Account, unless a multi-seat arrangement is agreed in writing.

6.2 Account security. You are responsible for all activity under your Account and for safeguarding your credentials, including enabling available authentication protections. You must notify us promptly at [SECURITY EMAIL] of any suspected compromise. We are not liable for loss arising from your failure to secure your Account, except to the extent caused by our breach of §6.5.

6.3 Venue credentials — withdrawal permissions prohibited. To run a Bot you supply API credentials for your own Venue account. You must create those credentials without withdrawal, transfer or deposit permissions, and where the Venue supports it, you should apply an IP allow-list and any other available restriction. You are solely responsible for the scope of the permissions you grant. If you grant permissions beyond those required for trading, you do so at your own risk and against our express instruction, and we accept no liability for any consequence of that choice.

6.4 Non-custodial by design. Your funds and positions remain in your own Venue account at all times. Quantix does not receive, hold, control or have the ability to withdraw your assets, and has no authority to act as your agent in respect of them. You may revoke Venue credentials at any time, at your Venue, without our involvement; doing so will stop the affected Bots from transacting.

6.5 Our handling of credentials. We store Venue credentials and, where you supply them, third-party model provider keys, in encrypted form, and use them only to operate the features you enable. We apply the security measures described at [SECURITY PAGE URL]. No system is perfectly secure, and we do not warrant that a compromise cannot occur.

6.6 Your responsibility for the account you connect. You represent that you are the lawful holder of each Venue account you connect, that your use of it through the Services complies with that Venue's terms, and that you will not connect an account belonging to another person or manage another person's assets through your Account without the authorisations that activity requires.

7. Bots, execution and availability

7.1 You configure and you deploy. A Bot runs only the configuration you deploy, including instruments, sizing, leverage, risk parameters and schedule. You are responsible for reviewing that configuration before and during deployment.

7.2 Isolation. Each live Bot is scheduled in an isolated container. Concurrency limits apply by Plan and by Add-on, as set out in Schedule A.

7.3 No guarantee of continuous operation. We do not warrant uninterrupted or error-free operation of Bots. Maintenance, deployments, scaling events, provider incidents, Venue incidents and defects may interrupt execution. Unless an express service-level agreement has been signed with you, no availability commitment applies.

7.4 Interruption may leave positions open. You acknowledge that an interruption may occur while positions are open, and that an open position may remain open, unmanaged and unprotected until you intervene at your Venue. See §5.4.

7.5 Our operational discretion. We may suspend, throttle, reschedule or terminate any job, Bot or session to protect the stability, security or integrity of the Services or of other users, to comply with a Venue's requirements, or to comply with law. Where practicable we will notify you, but we may act first.

7.6 Changes to Venue support. Supported Venues, instruments, order types and features may change, including because a Venue changes its API, terms or availability, or withdraws service in your jurisdiction. Such a change is not a breach of these Terms.

7.7 Third-party dependencies. The Services depend on third parties including Venues, data providers, cloud and network providers, payment processors, messaging platforms and AI model providers. Their acts, omissions, outages and policy changes are outside our control, and §§18–19 apply to them.

8. Plans and Allowances

8.1 Plans. The Services are offered on the Free, Starter, Pro and Max Plans described in Schedule A, which sets out each Plan's Token Allowance, burst limits, included storage, concurrent Bot slots, AI chat credit and access to features.

8.2 Fair-use burst limits. In addition to a monthly Allowance, each Plan carries a rolling weekly limit and a rolling five-hour limit, set at 25% of the monthly Allowance and 25% of the weekly limit respectively. These limits exist to preserve capacity and interactive latency for all users. The five-hour window slides continuously rather than resetting at a fixed time. Reaching a burst limit defers further consumption until the window permits it; it does not forfeit your Allowance.

8.3 Allowances expire; purchased credit does not. Each period's Allowance is granted as a lot that expires at the end of that period and does not roll over. Tokens and AI chat credit you purchase separately (Compute Packs and top-ups) do not expire while your Account remains in good standing. Consumption is ordered so that your included Allowance is spent first and purchased credit only afterwards, so that paid credit is not consumed while an included Allowance expires unused.

8.4 Storage. Each Plan includes the storage stated in Schedule A. Additional storage is available as a recurring Add-on. We may require you to reduce usage, or may archive or delete data, if you exceed your storage entitlement after notice.

8.5 Changes to Allowances and features. We may change Plan contents, limits, features and the composition of the Services. Where a change materially reduces what your current paid period entitles you to, §1.5 applies. Increases to an Allowance may be applied to existing subscribers immediately.

8.6 Free Plan. The Free Plan is provided as-is, may be limited, changed, suspended or withdrawn at any time, does not permit Pay-As-You-Go, and carries no support commitment. We may terminate an inactive Free Account after reasonable notice.

8.7 Internal plans. Plans marked internal are not offered for sale and confer no rights on Users.

9. Compute Tokens and metering

9.1 The unit. One Token equals one Normalized Compute Second: one second of one performance core on the reference node with up to 4 GB of resident memory. Conversions are:

Balances are held as exact integers; there are no fractional Tokens.

9.2 Tokens are not money. A Token is a limited, non-transferable, revocable licence to consume computing capacity on the Services. A Token is not currency, legal tender, a deposit, e-money, a security, a commodity, a cryptoasset, a financial instrument, an investment or a store of value; carries no interest and no ownership interest in Quantix; is not redeemable for cash except where a refund is required by law or expressly granted by us; and may not be sold, transferred, assigned, gifted, pledged or exchanged between Accounts.

9.3 Estimates before a job. Where the Services display an estimated Token cost before a job runs, that estimate is a good-faith approximation based on the parameters supplied, such as instrument count, date range, candle resolution and whether sub-candle data is required. Actual cost varies with the work actually performed, data density, retries and infrastructure conditions.

9.4 Charging is by measured consumption. You are charged for the work actually performed, not for the estimate. Actual consumption may exceed an estimate. Where the ledger reserves Tokens before a job and settles afterwards, the reservation is released and the measured amount committed on completion. A job that fails, errors or is cancelled may still consume Tokens for the work performed before it stopped; we may, at our discretion and without obligation, credit Tokens consumed by a job that failed because of a defect attributable to us.

9.5 Exhaustion. If your available balance is insufficient, jobs are refused or queued until capacity is available, you top up, or the next period begins. We are not liable for any loss arising from a job that does not run for this reason, including any trading consequence.

9.6 Metering records. Our metering records are the authoritative record of consumption, absent manifest error. If you believe consumption has been mismeasured, contact [BILLING EMAIL] within 60 days of the charge and we will investigate in good faith.

9.7 Anti-abuse. You must not attempt to obtain computing capacity without accurate metering, including by circumventing, tampering with, delaying or misreporting to the metering system, by fragmenting workloads across Accounts to evade limits, or by using the Services for general-purpose computing unrelated to the Services' purpose (including cryptocurrency mining, password cracking, media transcoding, or model training unrelated to trading research).

10. Fees, billing and cancellation

10.1 Fees. Fees for Plans and Add-ons are those published at [PRICING URL] or agreed in an order form, and are stated exclusive of taxes. Current published Plan prices are set out in Schedule A.

10.2 Billing cycles and renewal. Paid Plans are offered on monthly or annual cycles as selected at checkout. Subject to §10.3, a Plan renews automatically for a further cycle of the same length at the then-current price, until cancelled under §10.6. Renewal is charged on or about the renewal date.

10.3 Payment rails. Quantix accepts card payments and cryptocurrency payments as equal-status rails, through third-party processors.

• (a) Card. Renewal is automatic. You authorise us and our processor to charge your payment method for Plan fees, Add-ons, Pay-As-You-Go reloads you have enabled, Marketplace fees under §12, applicable taxes, and any amount you owe under these Terms.
• (b) Cryptocurrency. Renewal is by prepaid invoice per period, surfaced in the application; there is no stored instrument to charge and no automatic reload. You are responsible for network fees and for paying in the asset and network specified. Where a payment arrives short of the invoiced amount by no more than a network fee, we may accept it in full satisfaction; a materially short payment is credited proportionally and the shortfall notified to you. A confirmation that arrives after an invoice has expired may still be honoured at our discretion. Blockchain transfers are irreversible and we cannot recover a payment sent to an incorrect address or network.

10.4 Upgrades and mid-cycle changes. An upgrade takes effect immediately and is prorated; on the card rail the billing date resets, and on the crypto rail you pay only the difference for the days remaining in the current period.

10.5 Pay-As-You-Go (PAYG). PAYG is optional, off by default, and capped by you. Where enabled and permitted on your Plan:

• (a) You set a trigger balance and a reload amount;
• (b) You set a monthly ceiling that no sequence of reloads may exceed; the last reload before the ceiling is trimmed to fit rather than refused;
• (c) A declined card stops further reloading rather than retrying;
• (d) Cryptocurrency customers are issued an invoice instead of being charged; and
• (e) PAYG may be prohibited on a Plan, and is prohibited on the Free Plan.

You remain responsible for amounts properly reloaded within your ceiling.

10.6 Cancellation and downgrade. You may cancel or downgrade at any time from your Account settings.

• (a) A cancellation or downgrade takes effect at the end of the period you have already paid for — never immediately — and you retain the cancelled or downgraded entitlements until then.
• (b) You may reverse a pending cancellation or downgrade at any time before it takes effect.
• (c) On expiry, unused Allowance for that period expires under §8.3; purchased Compute Packs and AI credit remain available while your Account remains open, subject to any feature that requires a paid Plan.
• (d) Cancellation does not terminate obligations already accrued, including Marketplace fees under §12.

10.7 Refunds. Except where a refund is required by applicable law (including any statutory cancellation right for consumers, which is not affected by these Terms) or is expressly granted by us in writing:

• (a) Fees are non-refundable, and partial periods are not refunded on cancellation or downgrade;
• (b) Tokens, Compute Packs and AI chat credit are non-refundable and have no cash value; and
• (c) Consumed Tokens are not refundable in any circumstance other than a credit granted under §9.4.

10.8 Failed payment. If a payment fails or an invoice is unpaid, we may suspend paid features, including stopping Bots, after reasonable notice. Suspension for non-payment may occur while positions are open; §7.4 applies and you remain responsible for your positions.

10.9 Price changes. We may change prices. A change to the price of a recurring Plan takes effect at your next renewal and we will give at least 30 days' notice before it applies to you. Your remedy is to cancel under §10.6 before renewal.

10.10 Taxes. Fees are exclusive of VAT, sales, use, withholding and other taxes, which you are responsible for except for taxes on our net income. Where we are required to collect a tax, it will be added. You are responsible for your own tax reporting arising from your trading activity, including any liability in respect of Marketplace earnings.

10.11 Chargebacks. Initiating a chargeback or payment dispute without first contacting us at [BILLING EMAIL] is a breach of these Terms. We may suspend the Account and set off amounts owed pending resolution.

11. AI features, AI credit and bring-your-own-key

11.1 Two meters, one bill. Computing capacity is metered in Tokens under §9. AI model usage is metered separately, in currency, because it is procured from third-party model providers at prices that change without notice. The two meters are deliberately kept separate so that a model provider's price change cannot reprice your computing capacity.

11.2 Included AI credit and top-ups. Plans that include AI features carry a monthly AI credit as stated in Schedule A, enforced as a hard cap at the proxy. Included credit is consumed before purchased credit, and unused purchased AI credit carries over while your Account remains in good standing. Additional credit may be purchased as a top-up. A Plan may be restricted to specified model tiers.

11.3 Bring your own key (BYOK). You may supply your own credentials for a supported third-party model provider. If you do:

• (a) You contract directly with that provider and are responsible for their fees, terms, usage limits and content policies;
• (b) A handling fee of [BYOK FEE] per month applies for routing, telemetry and support;
• (c) We transmit your prompts and related data to that provider on your instruction; and
• (d) We are not responsible for that provider's availability, output, pricing, data handling or termination of your access.

11.4 AI output is not advice and is not guaranteed. Outputs of IQ Chat, agentic workflows, model training and any other AI feature are generated automatically and may be inaccurate, incomplete, unstable, biased or wholly wrong. They are not investment advice (§4), are not reviewed by a human before delivery, and must be independently reviewed and validated by you before you rely on them or deploy capital. Automated validation gates applied by the Services are heuristics; passing a gate is not a statement that a Strategy is sound, profitable, free of look-ahead bias or suitable for you.

11.5 Inputs and outputs. As between you and us, your prompts and configurations are User Content under §14.2, and the outputs generated for you are yours to use, subject to §14.1 and to the terms of any third-party model provider. Given the nature of generative systems, outputs may not be unique, and we make no representation that outputs do not resemble those provided to others.

11.6 Acceptable use of AI features. You must not use AI features to generate content that breaches §13, to attempt to extract the platform's prompts, weights, tooling or system instructions, or in breach of an applicable model provider's policies.

12. Marketplace and copy trading

12.1 What the Marketplace is. The Marketplace is a catalogue and replication facility. A Creator publishes a Strategy; an Investor subscribes and deploys it as a Bot on the Investor's own Venue account, using the Investor's own credentials and capital, under §6. Quantix does not pool capital, does not hold Investor funds, does not allocate assets, and does not exercise discretion over any account.

12.2 No guarantee, no endorsement. Quantix does not verify, endorse, audit or accept responsibility for any Strategy, its historical record, its methodology, or any statement made by a Creator, beyond the mechanical checks and published ranking described in the Services. §§4.3, 4.5 and 5 apply in full. You may lose money by subscribing to a Strategy, including all of it.

12.3 Access fee. Each actively deployed Marketplace Strategy carries a flat access fee of [$10] per deployed Strategy per month, billed with your Plan under §10 and prorated only where we state so at checkout.

12.4 Performance Fee. In addition, a Performance Fee of 20% of profits above the High-Water Mark applies to capital allocated to a deployed Marketplace Strategy, calculated and settled as follows:

• (a) Basis. The fee is charged only on new profit — the increase in the settled net asset value of the deployed Strategy position above its High-Water Mark for that Investor and Strategy. Where the position has not recovered a prior loss, no Performance Fee is charged.
• (b) Flow neutralisation. Deposits to and withdrawals from the underlying Venue account are neutralised in the calculation so that they do not create or extinguish a fee.
• (c) Cycle. The fee is calculated and settled at the end of each billing cycle, or such other crystallisation period as is stated at checkout.
• (d) Split. The fee is divided equally between the Creator and Quantix, save where a different split is stated in the Creator Programme Terms or the listing.
• (e) Settlement. You authorise us to debit the Performance Fee automatically through your payment method or prepaid balance at the end of each cycle.
• (f) Non-settlement. If a Performance Fee is not settled by the end of any applicable grace period, the Strategy is detached: the associated Bot is deactivated, replication stops, and no further signals are acted upon. The High-Water Mark is preserved for any future re-attachment. Detachment may occur while positions are open, and §7.4 applies: you remain responsible for managing and closing any open position at your Venue.
• (g) Source of calculation. The fee is calculated from the position and trade records available to the Services. Where those records differ from your Venue's statement, notify us within 30 days of settlement and we will investigate in good faith; our determination, made reasonably, is final absent manifest error.
• (h) Taxes. Fees are stated exclusive of tax, and you are responsible for your own tax position in respect of both gains and fees.

12.5 Investor acknowledgements. You acknowledge that replication is not instantaneous or identical; that your fills, fees, funding costs, leverage, slippage and results will differ from the Creator's and from other Investors'; that a Strategy may be amended, paused, delisted or withdrawn by its Creator or by us at any time; and that you may detach at any time and remain responsible for positions then open.

12.6 Creator obligations. If you publish a Strategy you additionally agree that:

• (a) you will complete any identity verification (KYC) and provide the tax information we require;
• (b) you own or are licensed to use everything in your Strategy and its listing, and its publication breaches no third-party right or obligation, including any employment, confidentiality or non-compete obligation;
• (c) your listing, description, record and communications will be accurate and not misleading, will not promise, guarantee or imply an assured return, and will not present hypothetical results as actual;
• (d) you will not give personalised investment advice, solicit discretionary mandates, or hold yourself out as authorised to do so unless you in fact are;
• (e) you will not engage in market manipulation, wash trading, front-running your own subscribers, or any conduct designed to distort the ranking or your record; and
• (f) you are solely responsible for determining whether publishing your Strategy, and receiving a share of the Performance Fee, requires authorisation, registration or licensing where you are, and for obtaining it.

12.7 Creator payouts. Creator earnings are paid on the schedule and by the method stated in the Creator Programme Terms, net of refunds, chargebacks, reversals, uncollected fees, taxes and payout costs. We may withhold a payout where we reasonably suspect fraud, manipulation, breach of these Terms, or a legal obligation to withhold. We may set off amounts you owe us against a payout.

12.8 Our discretion over listings. We may refuse, edit, re-rank, suspend, delist or remove any Strategy or listing at any time, including where it breaches these Terms, where its record is unverifiable, where it presents a risk to Investors, or where we are required to do so.

12.9 Disputes between Users. A dispute between a Creator and an Investor is between them. Quantix is not a party to it, and has no obligation to mediate, adjudicate or compensate, though we may take action under §17 where these Terms are breached.

13. Acceptable use

13.1 Rate limits and fair use. You must respect published API rate limits, quotas, concurrency limits and the burst limits in §8.2. You must not circumvent them, including by rotating credentials, distributing load across Accounts, or automating the interface to evade a limit. We may throttle, queue or block traffic that threatens the stability of the Services.

13.2 Prohibited conduct. You must not, and must not permit any person to:

• (a) reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive the source code, architecture, algorithms, model weights, training data, prompts or trade secrets of the Services, except to the extent this restriction is unenforceable under applicable law and then only after written notice to us;
• (b) copy, modify, translate, create derivative works of, rent, lease, lend, sell, sublicense, distribute, host as a service, or otherwise make the Services available to any third party, except as expressly permitted for Marketplace publication;
• (c) scrape, harvest, crawl or systematically extract data, listings, rankings, records or content from the Services, or use them to build or train a competing product, model or dataset;
• (d) probe, scan or test the vulnerability of the Services, breach or circumvent authentication, access another user's data, or interfere with any security or metering control, except under a written authorisation issued under our vulnerability-disclosure policy at [SECURITY PAGE URL];
• (e) introduce malware, launch a denial-of-service attack, or impose an unreasonable or disproportionate load on the infrastructure;
• (f) use the Services for market manipulation or market abuse, including spoofing, layering, wash trading, ramping, quote stuffing, insider dealing, or trading on unlawfully obtained information;
• (g) use the Services to provide regulated services to third parties — including managing another person's assets, operating a fund, or giving personalised investment advice — unless you hold every authorisation that activity requires and have told us in writing;
• (h) breach the terms, API policies or rate limits of any Venue, data provider, model provider or messaging platform accessed through the Services;
• (i) misrepresent your identity, impersonate any person, or use the Services in connection with fraud, money laundering, sanctions evasion or any other unlawful purpose;
• (j) remove, obscure or alter any proprietary notice; or
• (k) use the Services in breach of applicable law or of §3.3 or §3.4.

13.3 Enforcement. We may investigate suspected breaches and take action under §17, including suspension, feature restriction, throttling, Strategy delisting, forfeiture of Marketplace earnings obtained in breach, and termination. We may report unlawful conduct to the authorities.

14. Intellectual property

14.1 Our intellectual property. The Services, and all software, engines, pipelines, libraries, indicators, feature and target catalogues, labelling functions, backtesting and execution components, agent workflows, prompts, ranking formulae and their implementations, models trained by us, interfaces, documentation, designs, trade marks and know-how, together with all improvements to them, are and remain the exclusive property of Quantix and its licensors. Except for the limited licence in §14.4, no right is granted to you, whether by implication, estoppel or otherwise.

14.2 Your content and your Strategies. As between you and Quantix, you retain all right, title and interest in your User Content, including the Strategies you create, your configurations, your parameters, your uploaded data and the models you train from your own inputs. We claim no ownership of your Strategies.

14.3 Licence you grant to us. You grant Quantix a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, process and create derivative works of your User Content solely to the extent necessary to operate, secure, support, meter and improve the Services for you, to perform features you enable, and to comply with law. This licence ends when the relevant User Content is deleted, save for backups retained for a limited period and records we must keep by law.

14.4 Licence we grant to you. Subject to these Terms and to payment, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for your own internal research and trading purposes for the duration of your subscription.

14.5 Marketplace licence. If you publish a Strategy, you additionally grant Quantix a worldwide, non-exclusive, royalty-free licence to host, display, rank, describe, promote and replicate that Strategy to Investors who subscribe to it, and to display its performance record, for as long as it is listed and thereafter for the limited purposes of record-keeping, dispute resolution and historical reporting. You retain ownership of the Strategy.

14.6 Aggregated and derived data. We may generate and use aggregated, anonymised and statistical data derived from use of the Services — including platform-level performance, load, reliability and usage metrics — provided it does not identify you and does not disclose the content of your Strategies. That data is our property.

14.7 Proprietary models distinguished. Models, indicators and Strategies developed by Quantix and offered through the Services remain ours; your licence to use their outputs does not transfer ownership, and you may not extract, reconstruct or redistribute them.

14.8 Feedback. If you give us suggestions or feedback, you grant us an irrevocable, perpetual, worldwide, royalty-free licence to use it without restriction or compensation.

14.9 Third-party components. The Services include third-party and open-source components licensed under their own terms, which prevail over these Terms to the extent of any conflict for those components. Attributions are available at [ATTRIBUTIONS URL].

14.10 Infringement notices. Claims of intellectual-property infringement may be sent to [LEGAL EMAIL]. We may remove or disable material and terminate repeat infringers.

15. Privacy and data

15.1 Privacy Policy. Our collection and use of personal data is governed by the [Privacy Policy], which forms part of this agreement.

15.2 Your data responsibilities. You must have the right to submit any data you upload, and must not upload personal data of others without a lawful basis, or any data whose processing by us would breach applicable law.

15.3 Retention and deletion. On termination, we will delete or return User Content in accordance with the [Privacy Policy] and our retention schedule, subject to records we are required to keep, including transaction, tax, anti-money-laundering and dispute records.

16. Beta and evaluation features

Features designated beta, preview, experimental, early access or similar are provided as-is and as-available, may be changed or withdrawn without notice, may be less reliable, and are excluded from any service commitment and from §18 warranties to the fullest extent permitted by law. Do not deploy material capital through a beta feature.

17. Suspension and termination

17.1 By you. You may cancel under §10.6 or close your Account at any time. Closing your Account does not entitle you to a refund, and does not release accrued obligations.

17.2 By us for cause. We may suspend or terminate your access, in whole or in part, immediately and without liability, if: you breach these Terms, including §§3.3, 3.4, 9.7, 12.6 or 13; payment is overdue after notice under §10.8; we reasonably suspect fraud, manipulation, abuse or a security risk; or we are required to act by law, by a regulator, by a Venue or by a provider.

17.3 By us for convenience. We may terminate a paid subscription for convenience on 30 days' notice, in which case we will refund the unused portion of any prepaid period on a pro-rata basis. We may discontinue the Free Plan or any feature at any time.

17.4 Effect of termination. On termination: your licence under §14.4 ends; Bots are stopped; Marketplace Strategies are detached; unused Allowances, Tokens and AI credit are forfeited without compensation, save where §17.3 applies or the law requires otherwise; and accrued fees, including Marketplace fees, remain payable. You remain solely responsible for any open position at your Venue, and should close positions and revoke credentials before terminating. §§3.2, 4, 5, 9.2, 10.7, 12.4, 13, 14, 17.4, 18, 19, 20, 21 and 22 survive termination.

17.5 Data export. For 30 days after termination we will, on request, make available an export of your User Content in a commercially reasonable format, except where we are prohibited from doing so.

18. Disclaimer of warranties

18.1 To the maximum extent permitted by applicable law, the Services are provided "as is" and "as available", and Quantix, its affiliates, suppliers and licensors disclaim all warranties, conditions and representations, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty arising from course of dealing or usage of trade.

18.2 Without limiting §18.1, we do not warrant that: the Services will be uninterrupted, timely, secure or error-free; defects will be corrected; the Services, data, model outputs, Backtests, signals, records or rankings will be accurate, complete, current or reliable; a Bot will transmit, or a Venue will accept or execute, any order; or that use of the Services will be profitable or will avoid loss. No advice or information obtained from us creates any warranty not expressly stated here.

18.3 Market data is provided by third parties and may be delayed, incomplete, revised or incorrect. It is provided for informational purposes and not as a basis on which to trade without independent verification.

18.4 Nothing in these Terms excludes or limits any warranty or right that cannot lawfully be excluded or limited, including the statutory rights of consumers.

19. Limitation of liability

19.1 Excluded losses. To the maximum extent permitted by applicable law, Quantix, its affiliates, officers, employees, agents, suppliers and licensors will not be liable for:

• (a) any trading loss, investment loss, loss of capital, loss of profit, loss of opportunity, missed trade, unexecuted or partially executed order, adverse fill, slippage, liquidation or margin loss;
• (b) any indirect, incidental, special, consequential, exemplary or punitive damages;
• (c) loss of revenue, anticipated savings, goodwill, business or reputation;
• (d) loss or corruption of data, except to the extent caused by our failure to take the security measures we have committed to; or
• (e) any act, omission, insolvency, outage, policy change or security failure of a Venue, data provider, model provider, payment processor, cloud provider, messaging platform, Creator or other third party,

in each case whether or not foreseeable and whether the claim arises in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, and even if we have been advised of the possibility of such loss.

19.2 Aggregate cap. To the maximum extent permitted by applicable law, our total aggregate liability arising out of or relating to these Terms or the Services in any 12-month period will not exceed the greater of: (a) the total fees you actually paid to Quantix for the Services in the 12 months immediately preceding the event giving rise to the claim; or (b) [USD 100].

19.3 Allocation of risk. You acknowledge that the fees reflect this allocation of risk, that the limitations in §§18 and 19 are a fundamental basis of the bargain, and that we would not provide the Services without them.

19.4 Exceptions. Nothing in these Terms excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be excluded or limited. If you are a consumer, your statutory rights are unaffected and the limitations above apply only so far as the law allows.

19.5 Time limit. To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one year after the claim arose, failing which it is permanently barred.

20. Indemnification

You will defend, indemnify and hold harmless Quantix, its affiliates and their respective officers, employees, agents and licensors from and against any claim, demand, action, proceeding, loss, liability, damage, fine, penalty, cost and expense (including reasonable legal fees) arising out of or relating to: (a) your use of the Services; (b) your trading activity, Strategies, Bots and the results of any of them; (c) your User Content, including any claim that it infringes or misappropriates a third-party right; (d) your breach of these Terms or of applicable law, including §§3.3, 3.4, 13 and 12.6; (e) any claim by a third party whose assets or account you traded, or whose data you submitted, through the Services; and (f) for Creators, any claim by an Investor relating to your Strategy, listing, record or communications. We will notify you of the claim, give you reasonable control of the defence (subject to our right to participate with our own counsel), and provide reasonable cooperation at your expense. You may not settle a claim in a way that imposes an obligation or admission on us without our written consent.

21. Governing law and disputes

21.1 Governing law. These Terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the laws of England and Wales, without regard to conflict-of-laws principles.

21.2 Jurisdiction. The courts of England and Wales have exclusive jurisdiction, save that: (a) we may bring proceedings for unpaid fees or to protect our intellectual property in any court of competent jurisdiction; and (b) if you are a consumer resident in a jurisdiction whose law entitles you to bring proceedings, or requires proceedings to be brought against you, in your local courts, that entitlement is unaffected.

21.3 Informal resolution first. Before commencing proceedings, you agree to contact [LEGAL EMAIL] with a written description of the dispute and to negotiate in good faith for 30 days.

21.4 No class actions. To the maximum extent permitted by applicable law, disputes will be resolved on an individual basis, and you agree not to bring or participate in a class, collective or representative action. This §21.4 does not apply where it is unenforceable under the law applicable to you.

22. General

22.1 Entire agreement. These Terms, together with the documents incorporated by reference in §1.3, are the entire agreement between you and us regarding the Services and supersede all prior understandings, marketing statements, presentations, business plans and proposals. Any statement in a presentation, deck, model, dashboard or other business material is not a term of this agreement and is not a representation on which you may rely.

22.2 No reliance on projections. Any forward-looking figure, roadmap item, projection, milestone or planned feature communicated by us is an expectation, not a commitment, and creates no obligation to deliver by any date.

22.3 Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, reorganisation, financing or sale of assets.

22.4 Subcontractors and affiliates. We may perform our obligations through affiliates and subcontractors, including our operating subsidiary, and remain responsible for their performance of those obligations.

22.5 Notices. We may give notice by email to your registered address, by in-application message, or by posting to the Services. Notices to us must be sent to [LEGAL EMAIL] and, where these Terms require written notice, also to our registered office.

22.6 Waiver and severability. A failure to enforce a provision is not a waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions will continue in full force.

22.7 Force majeure. Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, epidemic, labour dispute, government action, sanctions, failure of the internet or of telecommunications, failure of a cloud, data, model or payment provider, failure or insolvency of a Venue, blockchain congestion or fork, and cyber-attack.

22.8 No third-party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, except that our affiliates, officers, employees, agents, suppliers and licensors may enforce §§18, 19 and 20.

22.9 Relationship. Nothing creates a partnership, joint venture, agency, fiduciary or employment relationship between you and Quantix.

22.10 Language. These Terms are made in English. Any translation is for convenience, and the English version governs.

23. Contact

Schedule A — Plans, Allowances and fees

Prices are per month, exclusive of tax. Annual billing is available on every paid Plan at 30% below the monthly price, and is charged for twelve months in advance.

Add-ons (available on any paid Plan): extra storage (+10 GB / +50 GB, recurring); extra concurrent Bot (+1, recurring); AI chat credit top-up (non-expiring); Compute Pack (+100,000 Tokens, non-expiring).

Marketplace fees: [$10] per deployed Strategy per month, plus a 20% Performance Fee on profits above the High-Water Mark, split equally between Creator and Quantix (§12).

Plans, Allowances, Add-ons and prices may change under §§8.5 and 10.9. The prices published at [PRICING URL] prevail over this Schedule.

Schedule B — Risk warning (summary)

Trading carries a high risk of loss and you may lose all of the capital you deploy. Leveraged products can produce losses greater than the amount you deposit. Automated trading adds technology and execution risk to market risk. Backtests are hypothetical and are not a reliable indicator of future results. Quantix is a software provider and does not give investment advice, does not hold your funds, and does not guarantee any result. If you do not fully understand these risks, do not trade.

Schedule C — Items to complete before publication

1. Contracting entity name, company number and registered office; whether the operating subsidiary is named as a party or referenced under §22.4.
2. Effective date and version.
3. Contact addresses: legal, billing, security.
4. URLs: pricing, privacy policy, acceptable use policy, creator programme terms, security page, attributions, prohibited jurisdictions.
5. BYOK handling fee (§11.3(b)) — currently a range of $0.50–1.00 in the business model.
6. Marketplace flat fee (§12.3, Schedule A) — confirm $10 and whether it is prorated.
7. Performance Fee crystallisation period and grace period before detachment (§12.4(c), (f)).
8. Liability cap floor (§19.2(b)).
9. Counsel confirmation on: the regulatory characterisation of the Performance Fee in each target market; consumer-law limits on §§10.7, 19 and 21.4 in the UK, EU and US; whether a separate consumer-facing variant is required; and the jurisdiction list under §3.3.
10. Whether a separate Creator Programme Terms document is published, or §12.6–12.7 is expanded in place.