Terms and Conditions

1. Scope, Contracting Parties

(1) These Terms and Conditions (the "Terms") apply to all contracts for the use of the cloud-based software-as-a-service platform "okostrader", including the associated locally installed Gateway application (together, the "Platform"), between Biro Technologies, [street, no.], [postal code, city] (company register entry still pending), represented by its management [name(s)] (the "Provider", "we" or "us") and its customers (the "Customer"), regardless of whether the Customer is a consumer within the meaning of § 13 BGB (German Civil Code) or a business within the meaning of § 14 BGB. Provisions specific to consumers or to businesses are marked accordingly in these Terms.

(2) For purposes of these Terms, a consumer is any natural person who enters into this contract for a purpose that is predominantly outside their trade, business, or profession. A business is a natural or legal person, or a partnership with legal capacity, that acts in the exercise of its trade, business, or profession when entering into the contract.

(3) We object to any deviating, conflicting, or supplementary terms and conditions of the Customer; they only become part of the contract if and to the extent the Provider has expressly agreed to them in writing. This applies even if the Provider, being aware of the Customer's conflicting or deviating terms, renders performance without reservation.

(4) The version of these Terms in force at the time the contract is concluded shall govern.

2. Subject Matter and Description of Services

(1) The Provider makes available to the Customer, for a fee, a software platform for the automation and backtesting of trading strategies in securities and/or derivatives trading. The Platform consists essentially of:

• a cloud-based backend through which trading strategies can be created, tested against historical data ("backtesting"), and managed;
• an AI-assisted component that converts a trading idea entered by the Customer themself exclusively into a formal, rule-based sequence of executable conditions ("idea → rule tree"); at no point does the Platform generate, produce, suggest, or recommend its own trading strategies, signals, or parameters — all substantive input originates exclusively from the Customer;
• a local application to be installed by the Customer on their own device (the "Gateway"), which establishes a connection between the Platform and the trading software/interface of a broker operated by the Customer themself (e.g. Trader Workstation / IB Gateway) and transmits, over that connection, order signals defined by the Customer based on their own rules;
• a licensing and entitlement system that enables use per registered Gateway/Customer.

(2) The exact scope of functionality, supported brokers/interfaces, pricing models, and any usage restrictions (e.g. the number of simultaneously connected Gateways, the number of parallel backtests) result from the service and price description in effect at the time the contract is concluded, as published on the Provider's website or set out in the individual offer.

(3) The Provider is entitled to further develop the Platform technically as part of the owed service, provided this is reasonable for the Customer and the contractually agreed scope of functionality remains essentially intact.

3. Not a Financial Services Provider – No Investment Advice – No Custody Account

(1) The Provider is exclusively a provider of software for the automation, backtesting, and technical implementation of trading rules that are defined and formulated exclusively by the Customer themself. The Platform's AI-assisted component merely converts the idea entered by the Customer themself into a formal, executable rule, without generating, suggesting, or recommending any trading strategies, signals, parameters, or assessments of its own. The Customer reviews, configures, and activates every rule on their own responsibility in every case. The Provider is not an investment services enterprise, financial portfolio manager, investment adviser, or investment broker within the meaning of the German Securities Trading Act (WpHG) or the German Banking Act (KWG), and does not hold a corresponding license from the German Federal Financial Supervisory Authority (BaFin).

(2) The Platform's backtest results and automatically generated order signals are based exclusively on rules defined by the Customer themself. They do not constitute investment advice, an investment recommendation, financial analysis, or a solicitation to buy or sell any financial instrument. At no point does the Platform issue its own assessments, forecasts, suggestions, or recommendations regarding financial instruments or trading strategies, and it does not replace individualized advice tailored to the Customer's personal circumstances provided by an authorized adviser.

(3) The Provider at no time holds custody of the Customer's money or financial instruments and has no access to the Customer's broker account beyond the mere transmission of order signals defined by the Customer. The Customer maintains their trading account exclusively with a broker of their own choosing that is independently licensed; the contractual relationship between the Customer and that broker is not the subject of this contract.

(4) The Customer acknowledges and accepts that trading in financial instruments, in particular using automated, algorithmic strategies, involves significant risk, up to and including total loss of the capital deployed. Historical backtest results are not a reliable indicator of future results. The Customer alone makes, and is solely responsible for, every decision regarding the content, use, configuration, and activation of strategies.

(5) If the Customer intends to use the Platform commercially, in particular to manage third-party assets or as part of an activity requiring authorization under the KWG/WpHG, the Customer must independently verify and ensure that they hold the authorizations required for that purpose; this is not part of the service owed by the Provider.

(6) Consent to automated order transmission. The Customer expressly consents that the Platform, via the Gateway the Customer installs and connects to their own broker account, automatically transmits buy and sell orders for financial instruments in the Customer's name and for the Customer's account to the Customer's broker account once the Customer activates a rule in live operation. This transmission is based exclusively on rules the Customer has defined and activated themselves, without any individual order being manually reviewed or approved beforehand by the Provider or any third party. The Customer may stop automated order transmission at any time by deactivating the relevant rule or ending the run; responsibility for configuring, monitoring, and timely ending active rules rests with the Customer (see Section 5(2)).

4. Registration and Formation of Contract

(1) Use of the Platform requires registration with truthful and complete information. The Customer must keep their access credentials confidential and protected from access by third parties, and must notify the Provider without undue delay if there are indications of misuse of their access.

(2) The presentation of the Platform on the Provider's website does not constitute a binding offer, but an invitation for the Customer to submit an offer (invitatio ad offerendum). By completing the order process or submitting the registration form, the Customer submits a binding offer to enter into a usage contract. The contract is formed when the Provider accepts that offer, either by express confirmation (e.g. by email) or by actually activating the Customer's account.

(3) The Provider reserves the right to decline registrations without stating reasons, in particular where there are reasonable doubts as to the accuracy of the information provided or as to the Customer's creditworthiness.

5. System Requirements and Customer's Duties to Cooperate

(1) The Customer is responsible for providing and properly configuring the technical environment required to operate the Gateway and connect to their broker, in particular a suitable device, a stable internet connection, and their own valid trading account together with the associated access credentials.

(2) The Customer is obligated to:

• review, on their own responsibility, any trading strategies they have configured before activating them in live operation, in particular with regard to position sizes, risk parameters, and plausibility;
• not use the Platform for unlawful purposes, in particular not for market manipulation, prohibited insider dealing, or circumventing trading restrictions imposed by their broker;
• not disclose access credentials to third-party systems (in particular the broker account) to unauthorized persons.

(3) If the Customer fails to fulfil these duties to cooperate and this delays or impairs the provision of the service, the Provider is released from timely performance to the extent and for as long as the delay is attributable to that failure.

6. Availability, Maintenance, Changes

(1) The Provider endeavours to ensure a high level of availability of the cloud-side services but, absent a separately agreed availability guarantee (SLA), does not owe any particular round-the-clock availability. This is without prejudice to impairments caused by force majeure, maintenance work, third-party attacks, or disruptions of upstream services (e.g. cloud infrastructure, data providers, broker interfaces).

(2) The Provider may temporarily restrict or interrupt the Platform, in whole or in part, for maintenance purposes. Maintenance windows will, where possible and reasonable, be announced in advance.

(3) The functioning of the connection established via the Gateway to third-party systems (in particular broker trading platforms) depends on the availability and compatibility of those third-party systems, over which the Provider has no influence. The Provider gives no warranty for outages, delays, or malfunctions of such third-party systems.

7. Prices and Payment Terms

(1) The prices set out in the Provider's price list in effect at the time the contract is concluded apply. Unless stated otherwise, all prices quoted to consumers include statutory value-added tax at the applicable rate; prices quoted to businesses are net prices plus statutory value-added tax, unless stated otherwise.

(2) Depending on the plan selected, the usage fee is invoiced [monthly/annually] in advance and is due via Stripe. In the event of late payment, the statutory provisions apply (§§ 286 et seq. BGB).

(3) The Provider is entitled to adjust prices with effect for future billing periods. Price increases will be communicated to the Customer in text form at least [four/six] weeks before they take effect. If the Customer does not object within [four] weeks of receiving the notice, or terminates the contract as of the date the price increase takes effect, the price change is deemed accepted; the Customer will be separately advised of this legal consequence in the notice. For consumers, this applies only to the extent the price adjustment is permissible under applicable statutory requirements.

8. Contract Term and Termination

(1) Unless otherwise agreed, the contract is entered into for an indefinite period and runs for a minimum term of [one month/twelve months] from the start of the contract.

(2) After the minimum term has expired, either party may terminate the contract for convenience with [one month's] notice to the end of the respective billing period, unless otherwise agreed. For contracts with automatic renewal, the statutory requirements of § 309 No. 9 BGB on maximum terms and notice periods apply in favour of consumers.

(3) The right of either party to terminate for cause remains unaffected. Cause exists for the Provider in particular where the Customer breaches Section 3(5) or Section 5(2) of these Terms, or is in material default of payment despite a reminder and a grace period.

(4) Termination requires text form (§ 126b BGB), e.g. by email to info@tradestaq.com or via the Stripe customer portal.

(5) Upon termination of the contract, the Customer's access to the Platform is blocked and automated order transmission via the Gateway is deactivated. The Provider is not obliged to close the Customer's open positions with their broker; the Customer is solely responsible for doing so.

9. Rights to Use the Software

(1) For the duration of the contract, the Provider grants the Customer a simple, non-exclusive, non-transferable, and non-sublicensable right to use the Platform to the extent contractually agreed for the purpose described in Section 2.

(2) The Customer is not permitted to reproduce, modify, or reverse-engineer the software beyond the limits mandatorily permitted by law (§ 69e UrhG, German Copyright Act), or to disclose it to third parties, or to commercially sub-let it, unless expressly agreed otherwise.

(3) All rights in the Platform, in particular in the software, the AI component, and the underlying algorithms, remain with the Provider or its licensors.

10. Customer Data, Trading Strategies and the Customer's Intellectual Property

(1) Individual trading strategies, parameters, and configurations entered by the Customer into the Platform remain the Customer's property. The Provider uses them exclusively to render the contractually owed service and — in anonymized or aggregated form that cannot be attributed back to the Customer — to further develop and improve the Platform, unless the Customer objects.

(2) The Customer's individual trading strategies are not disclosed to third parties unless the Customer expressly consents or the Provider is legally obliged to do so.

11. Liability

(1) The Provider is liable without limitation for damages resulting from injury to life, body, or health caused by an intentional or negligent breach of duty by the Provider, its legal representatives, or vicarious agents, and for other damages caused by an intentional or grossly negligent breach of duty by the Provider, its legal representatives, or vicarious agents. The Provider is further liable without limitation under any guarantee it may have assumed and under the provisions of the German Product Liability Act.

(2) In the event of a slightly negligent breach of a material contractual obligation (cardinal obligation) — i.e. an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely — the Provider's liability is limited in amount to the damage typical for this type of contract that was foreseeable at the time the contract was concluded.

(3) In all other respects, the Provider's liability for slightly negligent breaches of duty is excluded.

(4) In particular, the Provider is not liable for trading losses, lost profits, or other financial losses arising from the Customer's use, configuration, or activation of trading strategies created via the Platform, from malfunctions, outages, or latency of third-party systems (in particular broker interfaces, market data providers, or the Customer's internet connection), or from misconfigurations for which the Customer is responsible. This limitation of liability does not apply where liability is mandatorily unlimited, or limited to the damage typical for this type of contract, under paragraphs (1) and (2) above.

(5) The above limitations of liability apply to the same extent for the benefit of the Provider's officers, legal representatives, employees, and other vicarious agents.

(6) The above provisions do not entail any change in the burden of proof to the Customer's detriment.

12. Data Protection

The processing of the Customer's personal data is carried out in accordance with the General Data Protection Regulation (GDPR) and other applicable data protection laws. Details on the nature, scope, and purpose of the data processing, as well as on data subjects' rights, are set out in the Privacy Policy.

13. Right of Withdrawal for Consumers

(1) Consumers have a statutory right of withdrawal for contracts concluded off-premises and for distance contracts, as set out in the following notice.

(2) Model Withdrawal Form

(3) The right of withdrawal does not apply to contracts with businesses within the meaning of § 14 BGB.

14. Amendment of These Terms

(1) The Provider is entitled to amend these Terms with effect for the future, to the extent necessary to adapt to changed legal or technical circumstances, or insofar as existing provisions are not materially affected.

(2) Amendments will be communicated to the Customer in text form at least [four] weeks before they take effect. If the Customer does not object within [four] weeks of receiving the notice of amendment, or continues to use the Platform after that date, the amended Terms are deemed accepted. The Provider will separately advise the Customer, in the notice of amendment, of their right to object and the significance of the deadline.

15. Final Provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). For consumers, this applies only insofar as it does not deprive them of the protection afforded by mandatory provisions of the law of the country of their habitual residence.

(2) If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the Provider's registered seat. Statutory places of jurisdiction for consumers remain unaffected.

(3) The European Commission provides a platform for online dispute resolution (ODR), available at ec.europa.eu/consumers/odr. The Provider is not obliged and not willing to participate in dispute resolution proceedings before a consumer arbitration board.

(4) Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the applicable statutory rule.