These Enterprise Order Terms apply to Enterprise API subscriptions to Marginal AI purchased by the business identified in an order form, quotation or online order incorporating these terms (the “Order”). The Provider is the Quantimental Technologies Ltd entity identified in the Order: the England-and-Wales company for UK customers and the Delaware corporation for customers based outside the UK.
These Enterprise Order Terms supplement the Marginal AI Terms and Conditions and, where applicable, the Agent API Terms. They are the enterprise API agreement referred to in the general Terms. The Data Processing Agreement applies as set out in section 7. The document hierarchy in the general Terms applies. The individual accepting for the customer confirms authority to bind the customer, without giving a personal guarantee merely by accepting the Order.
1. Subscription and annual commitment
Unless the Order states otherwise, the Enterprise API subscription has a committed term of 12 months and is billed annually in advance.
The minimum subscription is USD 30,000 per year, equivalent to USD 2,500 per month, excluding applicable taxes and separately charged onboarding. It includes 10 named-user seats and 34,000 Compute Units (“CUs”) per month, pooled across your organisation. The self-service annual-plan discount does not apply to this Enterprise price unless expressly agreed in the Order.
Additional seats cost USD 250 per month each and are charged pro rata for the remainder of the committed term. Each additional seat adds 3,400 CUs per month to the pooled allowance. A seat is assigned to one named individual and may not be shared. Permitted automated access remains subject to the applicable API agreement and does not grant additional seats or redistribution rights.
Included CUs are allocated and reset monthly on the allocation dates applicable to the subscription. Unused included CUs expire at the end of their allocation period and do not carry forward. Annual payment does not make the full year’s included CUs available at once. This rule concerns the included monthly allowance, not a separately purchased CU pack or another product with its own express terms.
The Order identifies the subscription commencement date, committed term, billing particulars and purchased services. Onboarding and the subscription are distinct services; their agreed commencement dates should be stated separately where they differ.
2. Overage and unpaid-overage limit
CUs used beyond the included pooled allowance are charged at USD 0.08 per CU and invoiced monthly in arrears, subject to earlier payment when the unpaid-overage limit is reached.
The unpaid-overage limit is initially equal to one month’s total subscription seat fees, being USD 2,500 at the 10-seat minimum. The customer may elect to increase this limit to twice its total monthly seat fees, irrespective of the number of seats, through an authorised representative.
The limit applies to accrued overage charges that remain unpaid, including charges carried forward from an earlier allocation or billing period. When the limit is reached, further use that consumes CUs pauses until the accrued overage balance is paid. CU-consuming use resumes once payment is received, subject to the other applicable subscription and usage conditions.
This is a limit on unpaid credit exposure, not on total monthly spending. You may incur further overage charges after paying the accrued balance, so your total overage spending in a month may exceed the limit. The monthly reset of included CUs does not cancel outstanding charges or reset the unpaid-overage balance. Payment of overage does not replenish included CUs or purchase a CU pack.
3. Onboarding services
Quick Start onboarding costs USD 1,500 once. Custom Requirements onboarding starts at USD 10,000, with the agreed scope and final price specified in the Order.
Onboarding fees are invoiced when the Order is accepted. Once onboarding work has started, the fees are non-refundable for cancellation for convenience, subject to the express terms of the Order and applicable law. This does not allow us to retain fees to the extent a refund is due because we materially breach the agreed onboarding obligations, discontinue the agreed work, or applicable law requires a refund.
The Order describes the purchased onboarding deliverables, any customer dependencies and any separately agreed acceptance or cancellation terms. Payment for onboarding does not grant rights to services, licences or custom development outside that scope.
4. Invoicing and payment
Annual subscription fees are invoiced at the start of the agreed term unless the Order states a different billing date. Payment may be made by the agreed bank-transfer or card method.
Invoices are due on receipt unless we have approved different terms, such as Net 30, in the Order. Monthly invoicing or approved invoice-payment terms do not increase the unpaid-overage limit or prevent earlier payment being required under section 2 unless the Order expressly provides otherwise.
Fees exclude applicable taxes. You are responsible for taxes properly chargeable on the services, but not taxes on our income. Any exemption, withholding or other tax treatment required by applicable law remains applicable; this paragraph does not create an unstated tax gross-up.
Late payment is governed by the general Terms, subject to applicable law. A genuine dispute about an invoice should be raised promptly, identifying the disputed amount and reason. Undisputed charges remain payable.
5. Term, renewal and cancellation
The subscription runs for the committed term stated in the Order. Unless applicable law or the Order provides a more favourable right for the customer, it renews for further 12-month terms unless either party gives notice of non-renewal at least 30 days before the current term ends. You may give notice by emailing support@marginal-ai.com or by another cancellation method made available or required by applicable law.
We will send the contractual renewal reminder between 30 and 60 days before the deadline for declining renewal. It will state the renewal date, the non-renewal deadline, the price for the renewal and how to decline. We will also provide any additional or differently timed notice, required form of delivery or cancellation right required by applicable law. This contractual reminder is not a substitute for those requirements.
Prices are fixed for the committed term. Any proposed price change at renewal will be notified at least 60 days before the current term ends. An increase notified later will not apply to that renewal without your express agreement. Any shorter statutory notice window or additional consent or cancellation protection also applies; an earlier contractual announcement does not replace it.
Cancellation for convenience takes effect at the end of the committed term and does not entitle you to a refund of that term’s fees. This does not exclude termination for material breach, an express right under the Data Processing Agreement or applicable transfer safeguards, or a right that applicable law does not permit us to exclude.
Either party may terminate the affected Order if the other commits a material breach and does not remedy it within 30 days after receiving written notice describing the breach. A breach that cannot lawfully or reasonably be remedied may justify earlier termination. If you terminate for our uncured material breach, or we terminate or discontinue the paid services for convenience, we will refund prepaid subscription fees attributable to the unused affected period. Mandatory remedies remain available.
You may add seats or increase the agreed commitment during a term, with charges prorated for the remaining term. Reductions ordinarily take effect at renewal. Customer-requested changes do not, by themselves, restart the original committed term.
We will not enforce an automatic renewal to the extent that a legally required disclosure, consent or notice has not been satisfied or a mandatory cancellation right prevents it.
6. Support and response-time targets
Support is provided by email at support@marginal-ai.com. The Order specifies support hours, time zone, the applicable public-holiday calendar and the same-day response cutoff. A business day is Monday to Friday, excluding the public holidays identified there.
Target first-response times during the stated support period are: Critical, where the Service is unavailable to your organisation, within the same business day; High, where a major feature is impaired, within two business days; and Normal, for questions and minor issues, within three business days. The Order explains the treatment of requests received outside support hours or after the same-day cutoff.
These are first-response targets, not promises of resolution, guaranteed uptime or a service-level agreement. We will use reasonable efforts to meet them. Missing a target alone does not create a service-credit or refund entitlement unless the Order says otherwise. This does not remove a separate remedy for material breach, an express service commitment or a right required by applicable law.
7. Data protection and processing
Each party will comply with the data protection and privacy laws applicable to its processing under the Order. Where we process personal data on your behalf, the Data Processing Agreement and its completed schedules identified in the Order form part of the agreement automatically from acceptance and before the relevant processing begins. Their application does not depend on a later request or separate signature.
For that processing, you act as controller and we act as processor, or we act as your subprocessor where you process for another controller. You must have the authority and lawful instructions needed for that appointment. Our separately determined controller activities, if any, are identified in the Privacy Policy and do not authorise use of your data contrary to the Data Processing Agreement.
The Data Processing Agreement prevails over conflicting provisions concerning data processed on your behalf. Mandatory international-transfer provisions have the priority they require. The Privacy Policy does not substitute for the Data Processing Agreement or a required transfer instrument.
8. General
The applicable general Terms govern confidentiality, intellectual property, liability, governing law, disputes and notices, subject to the document hierarchy, the Data Processing Agreement and mandatory law.
Enterprise access does not enlarge third-party data rights beyond the rights expressly granted in the Order. The customer remains responsible for its own professional activities and independent downstream systems; Marginal AI does not provide trade execution or investment management.
Questions about these Enterprise Order Terms may be sent to support@marginal-ai.com.
