Terms and Conditions

These terms describe the service as it actually works and are substantively drafted. They have not yet been reviewed by legal counsel. Before the site goes public the values marked [OPEN] must be decided and the text as a whole must be reviewed – in particular the two regulatory questions in §13, which determine what this contract may permissibly say.

§1 Scope and parties

(1) These terms and conditions apply to all contracts for the use of the systematic trading service offered by [FIRMENNAME], [STRASSE UND HAUSNUMMER], [PLZ ORT] (the "provider").

(2) A consumer within the meaning of these terms is any natural person entering into the contract for purposes predominantly outside their trade, business or profession (§13 German Civil Code). An entrepreneur is a person acting in the exercise of their trade, business or profession (§14 German Civil Code).

(3) Terms of the customer that deviate from these do not become part of the contract unless the provider expressly agrees to them in text form.

§2 Subject matter of the contract

(1) The provider operates a rule-based trading system. From market data it generates entry and exit signals according to rules defined in advance and transmits them to the customer's trading account.

(2) The customer's capital remains entirely in the customer's own account at an exchange or broker. The provider does not accept customer funds, does not maintain an account for the customer and does not hold any customer assets. There is no pool and no joint account.

(3) For this purpose the customer grants the provider technical access to their trading account which covers trading rights only. Rights to withdraw, pay out or transfer assets are not required and must not be granted. Which type of key or authorisation technically enforces this restriction at the respective venue is [OPEN: to be named specifically for each exchange and broker and mandated in the setup instructions].

(4) The subject matter of the contract is the provision and operation of this system together with access to a reporting interface. Individual investment advice, a personal recommendation or an assessment of financial instruments tailored to the customer's circumstances is not part of the contract.

§3 How execution works – automatic transmission without per-trade approval

This is the most important provision of this contract. The customer does not confirm individual trades.

(1) When the system generates a signal, the corresponding position is opened on the customer's account automatically and without any further involvement of the customer and is later closed just as automatically. No query, confirmation or approval by the customer takes place before an individual trade, and none is technically provided for.

(2) The customer therefore gives consent once, at setup, by establishing the technical access under §2(3) and choosing the settings under §4. That consent covers all subsequent trades until the customer revokes the access or terminates the contract.

(3) Position size is calculated independently for each customer from the capital available in their account, the risk level they have chosen and the distance between the signal's entry and stop price. The size used on the provider's account or on other customers' accounts is not carried over.

(4) Timing, price and execution quality depend on the venue. Deviations between the signal price and the price actually achieved (slippage), partial fills and rejections by the venue are outside the provider's control.

(5) [OPEN: As at this version the system calculates customer positions but does not yet place real orders on customer accounts (calculated mirroring). Before live trading is switched on it must be decided, and set out here, from when and under what conditions real orders are triggered.]

§4 Controls available to the customer

(1) The customer can determine at any time:

• their risk level, which sets the capital committed per trade and thus the variability of their account
• which markets are traded for them; markets that are switched off are no longer transmitted to their account
• a loss cap (drawdown stop) as a percentage of the previous high-water mark of their account

(2) On the effect of the loss cap: once it is reached, no new positions are transmitted to the customer's account. Positions already open continue to run under their own rules and are not closed early. If the account recovers above the threshold, the system resumes transmitting new positions by itself.

(3) Changes to settings take effect for future trades. They do not apply retroactively to positions already opened.

(4) Independently of this, the customer may revoke the technical access at their venue at any time and close their positions there themselves. The provider must be informed of any such intervention without undue delay so that the systems do not continue to work from an outdated picture.

§5 Formation of the contract

(1) The presentation of the service on this website is not a binding offer but an invitation to enquire.

(2) By submitting the contact form the customer makes a non-binding enquiry. The contract is formed [OPEN: define how – for example by counter-signature of a separate agreement, by activation of access, or by confirmation in text form; the chosen form must fit the right of withdrawal in §12].

(3) The provider may decline to enter into a contract without giving reasons, in particular where details are incomplete or the service is not offered in the customer's region.

§6 What the provider owes

The provider owes:

• operation of the trading system according to the rules described at the time the contract was concluded
• transmission of the generated signals to the customer's account under §3
• observance of the customer's settings under §4
• access to an interface in which the customer can review their trades and settings
• notification of the customer in text form about material changes to how the system works

The provider operates the service with the care of a prudent business person and monitors it technically. A specific availability level is [OPEN: set the intended availability and maintenance windows, or delete this sentence].

§7 What is expressly not owed

(1) No particular trading success is owed. The contract is a contract for services, not for a work product. The provider owes the proper operation of the system, not the occurrence of an economic outcome.

(2) No particular return, no preservation of capital, no ceiling on losses and no particular hit rate are promised. Losses up to the total loss of the capital committed are possible; with leveraged products losses may exceed the amount committed. Reference is made to the risk notice, which forms part of this contract.

(3) Past results – whether traded live or simulated – are not a reliable indicator of future results and constitute no promise.

(4) Also not owed are: investment advice and personal recommendations (§2(4)), tax advice, custody of customer assets, uninterrupted availability of venues, market data and networks, and any acts the customer owes to their own venue.

§8 Obligations of the customer

• The customer maintains their own account at a trading venue and ensures sufficient funding themselves.
• They set up the access under §2(3) using credentials limited to trading rights and keep credentials and passwords confidential.
• They choose their risk level on their own responsibility and only at a level whose potential loss they can bear economically.
• They keep their details up to date and notify changes to their account, access or contact details without undue delay.
• They do not intervene in running positions without notice (§4(4)).
• They account for taxes themselves and meet their own regulatory and reporting obligations themselves.

§9 Fees

(1) The fee is [OPEN: define the pricing model and the amount – for example a fixed base fee, a performance-based share with a high-water mark, or a combination – including billing period, due date and payment method. Until then the figures shown on the pricing page are placeholders].

(2) All prices are [OPEN: exclusive / inclusive of statutory VAT – depending on whether the service is subject to VAT, which is to be clarified together with the classification under §13].

(3) Venue costs – in particular fees, spreads, financing and conversion costs – are borne by the customer directly vis-à-vis their venue. They are not part of the provider's fee.

§10 Term and termination

(1) The contract runs for [OPEN: set the minimum term and any renewal; for consumers the limits of §309 no. 9 German Civil Code and the requirements on termination in electronic commerce must be observed].

(2) Ordinary termination is possible for both parties in text form with [OPEN: set the notice period].

(3) The right to terminate for cause remains unaffected. For the provider, cause exists in particular where the customer repeatedly breaches their obligations under §8 or where operating the service becomes legally impermissible.

(4) When termination takes effect the provider stops transmitting new positions. How positions still open at that point are handled – closed by the system or passed into the customer's sole responsibility – is [OPEN: to be settled bindingly; in practice this is the most important point of termination]. The customer is required to revoke the technical access at their venue themselves after termination.

§11 Liability

(1) The provider is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee given.

(2) For simple negligence the provider is liable only for breach of an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely (cardinal obligation), and in that case limited in amount to the foreseeable damage typical for this type of contract at the time the contract was concluded.

(3) Not recoverable are financial disadvantages arising from market developments, and damage arising from circumstances outside the provider's control – in particular outages or malfunctions of venues, brokers, market data suppliers, network operators and data centres, trading halts, price gaps and force majeure.

(4) This entails no change in the burden of proof to the customer's detriment. Whether these limitations are permissible vis-à-vis consumers, in particular in light of §309 no. 7 and the review of terms under §307 German Civil Code, is [OPEN: to be assessed by legal counsel; the wording is to be adjusted accordingly].

§12 Right of withdrawal for consumers

(1) For contracts concluded at a distance or off business premises, consumers are in principle entitled to a 14-day right of withdrawal under §§312g, 355 German Civil Code.

(2) Whether that right applies here needs to be clarified: for services whose price depends on fluctuations in the financial market, §312g(2) no. 8 German Civil Code provides an exception, and separate rules apply to distance contracts for financial services. Which of these provisions applies to this contract is [OPEN: to be clarified by legal counsel – the answer depends on the classification under §13].

(3) If a right of withdrawal exists, a proper withdrawal instruction together with a model withdrawal form must be inserted at this point. It must correspond to the statutory model instruction (Annex 1 to Art. 246a §1(2) of the Introductory Act to the German Civil Code); a freely worded version is not sufficient and would not start the withdrawal period. The text is [OPEN: to be inserted verbatim once paragraph 2 is settled, including the notes on early expiry upon full performance and on compensation for value].

§13 Regulatory classification – two open questions

Both questions must be answered before launch. The answers determine what this contract may govern at all and may render individual provisions of these terms moot.

(1) Licensing under the German Banking Act (KWG). The service trades on the customer's account on the basis of a standing authorisation given in advance and without instructions for individual trades (§3). This raises the question whether it constitutes portfolio management or investment broking within the meaning of §1(1a) KWG and whether operating it requires a BaFin licence under §32 KWG – and, if so, whether acting as a contractually bound intermediary under a licensed institution is an option. The answer is [OPEN: to be obtained bindingly before the service is offered for a fee. If it is affirmative, §2, §3 and §9 may not be used in this form].

(2) MiCA obligations for crypto-related offerings. Insofar as the service covers crypto-assets or is marketed for them in the EU, it must be clarified whether obligations follow from Regulation (EU) 2023/1114 (MiCA) – in particular whether authorisation as a crypto-asset service provider is required and what requirements marketing communications must meet. Until this is clarified, crypto-related content on this website is served only outside the regions concerned. The classification is [OPEN: to be clarified by legal counsel; it determines whether and in which countries the crypto offering may be marketed and provided].

§14 Changes to these terms

The provider may amend these terms where this is necessary to adapt to a changed legal situation or changed technical circumstances. The procedure, the notice period and the customer's right to object are [OPEN: to be defined; a standard-form amendment clause is subject to strict requirements vis-à-vis consumers].

§15 Dispute resolution

As regards participation in dispute resolution proceedings before a consumer arbitration body, the provider is, under §36 of the German Act on Alternative Dispute Resolution in Consumer Matters, [OPEN: "willing" or "not willing and not obliged" – the decision must be taken and the competent body named with its address where applicable].

§16 Final provisions

(1) Governing law and place of jurisdiction: [OPEN: to be determined. Vis-à-vis consumers neither the mandatory protective provisions of their country of residence may be excluded nor a deviating place of jurisdiction agreed; a blanket choice-of-law and jurisdiction clause cannot be used here].

(2) Amendments and additions to this contract require text form. This also applies to any waiver of this clause.

(3) Should any provision of these terms be invalid, the validity of the remaining provisions remains unaffected. The statutory provision takes the place of the invalid one. [OPEN: whether a severability clause may be used vis-à-vis consumers is to be assessed by legal counsel]

Last updated: [OPEN: enter the date on publication].