Enterprise terms governing the licensing, delivery, SLA commitments, and sovereign operations of InfoTech software platforms.
Effective Date: January 1, 2026·Version: 4.2 Sovereign Standard
01
Scope of Master Engagement & Institutional Definitions
These Terms of Service govern the licensing, implementation, integration, and operational support of InfoTech Group's proprietary technology platforms, custom software engineering deliverables, and managed infrastructure services provided to sovereign exchanges, central banks, clearing houses, financial institutions, and government ministries.
'Platform Software' refers to all compiled binaries, matching engines, API frameworks, and documentation for Capizar®, Infiniem®, Marlin®, Omnia®, InfiniTrade®, Cobalt®, SwiftTrade®, and T360®.
'Statement of Work (SOW)' refers to mutually executed bilateral schedules specifying customization scope, project milestones, and commercial terms.
'Regulatory Authority' encompasses statutory financial supervisory bodies, capital market commissions, and central banking authorities exercising jurisdiction over the client.
All software products, algorithms, deterministic matching engine architectures, trade database schemas, and underlying source code remain the sole and exclusive intellectual property of InfoTech Group. Clients receive non-exclusive, non-transferable, perpetual or enterprise-subscription licenses strictly bounded by defined sovereign jurisdictions and transaction tiers.
Zero unauthorized reverse engineering, decompilation, disassembly, or derivation of source logic.
Custom IP developed under bespoke Statements of Work is governed strictly by the intellectual property schedule agreed therein.
License rights include deployment across authorized disaster recovery (DR), user acceptance testing (UAT), and high-availability staging clusters.
03
Professional Services, Custom SOWs & Deliverables Acceptance
Implementation, integration, and migration services are executed in accordance with structured project milestone schedules. Deliverables undergo formal User Acceptance Testing (UAT) against mutually agreed Technical Requirements Specifications (TRS).
Formal UAT execution window with structured defect classification (Severity 1 to Severity 4).
Sign-off protocols requiring formal written acceptance certificates upon satisfying exit criteria.
Change control procedures governing any modifications to project scope, delivery timelines, or integration interfaces.
InfoTech Group guarantees mission-critical service level agreements up to 99.99% ('Four Nines') monthly availability for core exchange matching engines and real-time gross settlement (RTGS) gateways during official market operating hours.
Recovery Time Objective (RTO) under 60 seconds with automated hot-standby database failover.
Recovery Point Objective (RPO) equal to zero (RPO = 0) with synchronous transactional mirroring.
Contractual service credits credited against annual maintenance fees in the event of validated SLA downtime breaches.
05
Level-3 Support Escalations & 24/7/365 Readiness
Production systems are backed by continuous 24/7/365 Level-3 engineering response centers staffed by certified systems architects and domain specialists. Severity 1 critical incidents receive mandatory 15-minute response times and continuous engineering mobilization until full restoration.
Both parties agree to uphold certified information security controls aligned with ISO/IEC 27001:2022, CPMI-IOSCO PFMI principles, and national cybersecurity guidelines. Deployments in sovereign environments support complete air-gap isolation without external internet dependencies.
Annual third-party SOC 2 Type II audit report sharing and vulnerability attestation exchange.
Client commitment to maintain certified hardware baselines, firmware integrity, and HSM key lifecycle security.
Full transparent cooperation with statutory regulatory examinations and central bank audit inquiries.
Each party agrees to hold the other's proprietary algorithms, trading logic, benchmark figures, market data feeds, and institutional strategic plans in strict confidence, using at least the same degree of care it employs for its own confidential assets.
Obligations survive contract termination for a mandatory minimum period of 5 years (and indefinitely for trade secret matching engine code).
Disclosures permitted strictly to authorized employees, sub-processors, or statutory regulators bound by equivalent non-disclosure terms.
Immediate notification and legal mitigation support in the event of any compelled subpoena or regulatory disclosure order.
08
Source Code Escrow & Continuous Deposit Schedules
For sovereign bourses, central banks, and government revenue agencies, InfoTech maintains active source code escrow agreements with premier international escrow agents (such as NCC Group or Iron Mountain). Validated source code, build scripts, and compiler toolchains are deposited on an automated quarterly cadence.
Tripartite escrow agreements guaranteeing continuous operational sovereignty for sovereign licensees.
Release conditions strictly restricted to certified corporate insolvency, bankruptcy, or contractual abandonment.
Annual simulated escrow build validation and verification testing available upon client request.
09
Limitation of Liability & Institutional Caps
To the maximum extent permitted by applicable statutory law, neither party shall be liable for indirect, incidental, punitive, or consequential damages (including loss of trading profit). Total aggregate liability under any individual master service agreement is capped at the total software licensing fees paid by the client within the preceding 12-month period.
Liability caps do not apply to breaches of confidentiality, gross negligence, willful misconduct, or statutory indemnification claims.
Mutual intellectual property infringement indemnification protecting institutional licensees against third-party patent or copyright claims.
Force majeure protections covering sovereign geopolitical upheavals, national grid failures, and natural disasters.
10
Term, Suspension, Termination for Cause & Orderly Transition
Agreements remain in effect for the term specified in each Master Services Agreement. Either party may terminate for material breach subject to a 30-day formal cure period. Upon termination, InfoTech executes comprehensive transition runbooks ensuring uninterrupted continuity of public market operations.
Minimum 180-day transition support services ensuring seamless handoff or legacy migration.
Full structured data extraction in open, standardized non-proprietary formats.
Certified cryptographic shredding of temporary staging databases and client-specific test telemetry.
11
Governing Law & Binding International Arbitration
Master institutional agreements are governed by the statutory jurisdiction agreed in each bilateral contract schedule—typically English Law, Singapore Law, or DIFC Law. Any unresolved disputes shall be settled by final and binding international arbitration under ICC or LCIA arbitration rules.
Seat of arbitration: London (LCIA), Singapore (SIAC), or Dubai International Financial Centre (DIFC-LCIA).
Tribunal composed of three independent arbitrators with seasoned experience in financial market software.
Arbitral awards are final, binding, and enforceable across 160+ jurisdictions under the 1958 New York Convention.
