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 platform "okostrader", including the associated Gateway application to be installed locally (together, the "Platform"), between Biro Systems UG (haftungsbeschränkt), Raiffeisenallee 6a, 82041 Oberhaching, represented by its managing director Noemi Biro (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 the purposes of these Terms, a consumer is any natural person who enters into the 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 text form. 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 applies.

2. User Account and Formation of Contract

(1) Use of the Platform requires a personal user account. The Customer must be of legal age and have full legal capacity. If the Customer acts for a company or another organisation, the Customer warrants that they are authorised to represent it.

(2) The Customer must provide complete and accurate information when registering and booking and keep it up to date. User accounts are not transferable. Login credentials must not be passed on to third parties.

(3) The presentation of the Platform and the plans on the website is not a binding offer. The Customer makes an offer by submitting the registration or by clicking the order button clearly marked as involving an obligation to pay. The contract is concluded by a confirmation of contract in text form or by activation of the booked service.

(4) For paid contracts, the Customer receives the confirmation of contract, including the incorporated contract terms, on a durable medium. The contract language is German or English (the language version used for the booking is decisive). The Provider stores the contract text in accordance with the statutory provisions; permanent access to it in the user account beyond that is not owed.

(5) The Provider may refuse a registration for an objective reason, in particular in the case of incomplete or inaccurate information or concrete security, abuse or sanctions risks.

3. Platform and Scope of Services

(1) The Provider makes available to the Customer a software platform with which the Customer can create trading rules they define themselves, test them on historical data and have them executed automatically via the local Gateway. The Platform essentially consists of:

• a cloud-based backend through which trading rules can be created, tested on historical data ("backtest") and managed;
• an AI-assisted component that translates specifications entered by the Customer into a formal, rule-based sequence ("idea → rule tree"); missing or ambiguous information is not filled in on its own in terms of content but must be specified and confirmed by the Customer;
• a local application to be installed by the Customer on their own device ("Gateway"), which executes the rules activated by the Customer locally and connects directly to the trading software or broker interface operated by the Customer (currently in particular Trader Workstation (TWS) or IBKR Gateway); the resulting orders are transmitted by the Gateway to the Customer's broker interface. The cloud-based backend sends configurations as well as start and stop commands to the Gateway and receives status, signal, trade and error messages; individual orders are not routed through the Provider's servers;
• a licensing and authorisation system that unlocks use within the scope of the booked plan.

(2) The exact functionality, the supported brokers and interfaces, prices and usage limits are set out in the service and price description incorporated at the time the contract is concluded and in the booking confirmation.

(3) A free trial period, where offered, lasts 14 days, does not require a payment method to be stored and ends automatically without turning into a paid contract. During the trial period only paper trading is possible. Paid use requires a separate booking. Activation of live operation may be made dependent on meeting technical safety criteria, in particular a paper trading phase defined in the service description; it does not include any assessment of the economic suitability or prospects of success of a strategy. No particular economic result is owed.

4. Strategy Builder and AI-Assisted Parser

(1) The Strategy Builder helps the Customer turn their specifications into formal trading rules. The AI-assisted parser is a technical input tool. It does not provide advice and does not make investment decisions for the Customer.

(2) The parser may produce incomplete, ambiguous or incorrect results. It does not fill in missing trading parameters on its own with assumptions of its own. The Customer must check the generated rule structure, all parameters and the intended effect and expressly approve them before the rule can be used or activated in live operation.

(3) The output of the parser may depend on the wording of the input, the technical model and later updates. The Customer therefore must not rely on the same or similar inputs always leading to identical results.

(4) The Customer must not enter into free-text fields any unlawful content, personal data of third parties without a legal basis, trade secrets of third parties or login credentials.

5. Use on the Customer's Own Responsibility and Trading Risks

(1) The Platform serves the technical implementation of the trading rules defined and activated by the Customer themselves. The Customer determines in particular the instruments, entry and exit conditions, position sizes and other parameters. The AI-assisted component merely translates the Customer's specifications into a formal rule structure; it does not generate or recommend trading strategies, signals, instruments or parameters of its own. The Customer must check and approve every rule before activating it.

(2) Backtest results and order signals resulting from the Customer's rules do not constitute investment advice, an investment recommendation, financial analysis or a solicitation to buy or sell financial instruments. In particular, the Platform does not take into account the Customer's personal circumstances, investment objectives, knowledge, experience or ability to bear losses, and does not replace individual advice.

(3) After activation by the Customer, individual orders are generated and transmitted locally via the Gateway running on the Customer's device and the broker interface set up by the Customer. Only configurations and control commands to the Gateway, and status, signal, trade and error messages to the web interface, are transmitted via the Provider's servers; individual orders are not routed through the Provider's servers. The Provider does not hold any money or financial instruments of the Customer, does not have the Customer's broker login credentials and cannot dispose of the broker account. The contractual relationship between the Customer and the broker is not the subject of this contract.

(4) Trading in financial instruments, in particular using automated rules, involves considerable risks up to and including the total loss of the capital invested. Backtests are based on historical data and assumptions; in particular, they may not or not fully reflect market liquidity, slippage, fees, technical failures and future market conditions, and are not a reliable indicator of future results.

(5) The Customer must not use the Platform to manage third-party assets, to provide services to third parties or in the course of any other activity requiring a licence or registration, unless the Customer has ensured on their own responsibility that all licences and legal requirements needed for this are in place.

(6) By activating a rule in live operation, the Customer causes the Gateway they installed to generate orders on the basis of that rule without further individual confirmation and to transmit them via the Customer's broker interface. The Customer can deactivate a rule or end the run at any time. The Customer remains responsible for the configuration, ongoing monitoring and timely termination, as well as for orders already transmitted and existing positions.

6. System Requirements and Customer's Duties to Cooperate

(1) The Customer is responsible for providing and properly configuring the technical environment, in particular a suitable device, a stable internet connection, the required broker software, their own trading account, the necessary market data subscriptions and compatibility with the interface supported at the time.

(2) The Customer is obliged

• to check the trading strategies they configured before live operation and to monitor them appropriately during operation, in particular instruments, position sizes, risk parameters, open orders and positions and the working of the connection, and to set up the risk limits available at the broker;
• not to use the Platform for unlawful purposes, in particular not for market manipulation, insider dealing, circumventing trading restrictions or activities for third parties without the required licence;
• to protect login credentials and technical systems against unauthorised access and to keep the Gateway, broker software and operating system at a supported level with the security-relevant updates provided.

(3) If the Customer fails to fulfil a required duty to cooperate, the Provider is released from the affected obligation to perform if and for as long as performance is made impossible, delayed or impaired as a result and the Provider is not responsible for this. The Customer's statutory rights remain unaffected.

7. Availability, Maintenance, Changes

(1) Unless a particular availability has been separately agreed, the Provider owes the provision of the Platform within the statutory requirements. Temporary impairments may arise in particular from necessary maintenance or security measures, force majeure or disruptions of upstream services for which the Provider is not responsible.

(2) The Provider may temporarily restrict the Platform for necessary maintenance and security purposes. Plannable measures are announced in good time where possible and carried out so that impairments are kept as small as possible.

(3) The connection to broker systems, market data providers and other third-party systems depends on their availability, interfaces and requirements. The Provider is not liable for disruptions that originate solely within the sphere of responsibility of such third parties or of the Customer. The statutory rights in respect of defects and liability remain unaffected. For consumers, the Provider provides, during the contractual provision period, the updates necessary to maintain conformity with the contract, including security updates, and informs them of their availability. The statutory requirements and consequences of a failure to install under § 327f BGB remain unaffected.

(4) The Provider may change features for a valid reason, in particular to adapt to changes in the law, security requirements or a changed technical environment, provided this does not cause the Customer additional costs. Consumers are informed about changes clearly and comprehensibly. If a change impairs access or usability more than insignificantly, the information is given within a reasonable period in advance on a durable medium, stating the characteristics and the time of the change and the statutory rights to terminate. § 327r BGB remains unaffected.

8. Prices and Payment Terms

(1) The prices shown at the time of booking apply. For consumers, total prices including statutory VAT are shown; for businesses, net prices plus statutory VAT, unless stated otherwise.

(2) Depending on the chosen plan, the usage fee is due monthly or annually in advance and is billed via the payment service provider named in the order process. The duration and conditions of a promotional price and the price that applies afterwards are set out in the booking confirmation. In the event of late payment, the statutory rules apply.

(3) For contracts of indefinite duration, the Provider may adjust the price for future billing periods if and to the extent that the costs relevant to the service and beyond the Provider's control, in particular for hosting, software licences, external technical services or payment processing, demonstrably change after the contract is concluded. Cost increases and cost decreases are to be taken into account by the same standards and offset against each other; the adjustment is limited to the share by which the total costs change. An increase is notified in text form at least six weeks before it takes effect. The Customer may terminate the contract free of charge with effect from that date up until the increase takes effect. No price increase takes place during an agreed minimum term.

9. Contract Term and Termination, Suspension

(1) A free trial period ends automatically after 14 days. The paid contract begins with the activation stated in the booking confirmation. The monthly plan runs for an indefinite period; for the annual plan, the initial term is twelve months.

(2) The monthly plan can be terminated at any time with effect from the end of the current monthly billing period. The annual plan can be terminated with one month's notice to the end of the initial term. Otherwise it is extended for an indefinite period and can then be terminated at any time with one month's notice. In the extended contract phase, billing is monthly; fees paid in advance for a period beyond that are refunded pro rata. Different statements in the order process that are more favourable to the Customer remain unaffected.

(3) The right of both parties to terminate for good cause remains unaffected. Where the good cause lies in a remediable breach of duty, a reasonable period for remedy must generally be set first. Setting a period is not required where the law makes it unnecessary, in particular in serious cases of security breaches or abuse.

(4) The Provider may temporarily suspend access to the Platform or individual features if there are concrete indications of abuse, a threat to the security or stability of the Platform, a material breach of contract or late payment after an unsuccessful reminder, or if the suspension is required by law. The suspension is limited to the necessary extent and duration. The Provider takes the Customer's legitimate interests into account, informs the Customer without undue delay unless legal or security reasons prevent this, and lifts the suspension as soon as its reason no longer applies. Orders already transmitted to the broker and existing positions are not cancelled or closed by a suspension.

(5) The Customer can terminate in text form, via the customer portal or – where provided for by law – via the termination button on the website.

(6) When the contract ends, access to the paid features ends; further automated order generation by the Gateway is deactivated. Orders already transmitted to the broker and existing positions are not cancelled or closed by this and remain for the Customer to monitor. The Customer should export any data they need before the contract ends. Statutory claims of consumers to the provision of content after the end of the contract remain unaffected. Personal data is deleted in accordance with the privacy policy and statutory retention obligations.

10. Rights to Use the Software

(1) For the term of the contract, the Provider grants the Customer a simple, non-exclusive, non-transferable and non-sublicensable right to use the Platform within the scope of the booked plan for the purposes described in Section 3.

(2) Reproduction, modification, disclosure, sublicensing or commercial provision of the software to third parties is only permitted where expressly agreed or mandatorily permitted by law. The statutory rights of the authorised user, in particular under §§ 69d and 69e UrhG (German Copyright Act), remain unaffected.

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

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

(1) Rights to the trading rules, parameters and configurations entered by the Customer remain with the Customer. For the term of the contract, the Customer grants the Provider the non-exclusive, territorially unrestricted rights to store, process and technically reproduce this content to the extent necessary to perform the contract.

(2) The Provider treats individual trading rules and configurations as confidential and protects them by appropriate technical and organisational measures. They are not passed on to third parties unless this is necessary to perform the contract with the involvement of contractually bound service providers, the Customer has consented, or there is a legal obligation. The Provider does not use such content, without a separate agreement, to train AI models or to develop strategies of its own in terms of content. The Provider may evaluate non-personal, genuinely anonymised usage and system statistics for the security and improvement of the Platform.

12. Rights in Respect of Defects and Updates

(1) For consumers, the statutory provisions of §§ 327 et seq. BGB apply to the Platform as a digital product, in particular the rights in the event of provision not in conformity with the contract. These rights are not restricted by statements on availability, third-party systems or duties to cooperate.

(2) The Customer should report a detected malfunction to the Provider with the information needed to narrow it down and cooperate in the error analysis to a reasonable extent. Statutory rights and rules on the burden of proof remain unaffected.

(3) A particular trading or investment result, the suitability of a trading rule for the Customer, or the correspondence of a backtest with future market conditions is not part of the agreed quality.

13. Liability

(1) The Provider is liable without limitation for damage resulting from injury to life, body or health based on an intentional or negligent breach of duty by the Provider, its legal representatives or vicarious agents, and for other damage based on an intentional or grossly negligent breach of duty by the Provider, its legal representatives or vicarious agents. The Provider is furthermore liable without limitation under any guarantee it has given and under the Product Liability Act.

(2) In the event of a slightly negligent breach of an essential contractual obligation (cardinal obligation), the fulfilment of which makes the 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 foreseeable and typical for the contract at the time the contract was concluded.

(3) Otherwise, 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 to the extent that these are based on the trading rules defined or activated by the Customer, the Customer's risk parameters or misconfigurations. The same applies to disruptions of broker interfaces, market data, internet connections or other third-party systems to the extent the Provider is not responsible for them. Liability under paragraphs 1 and 2 and mandatory statutory claims remain unaffected.

(5) The above limitations of liability apply to the same extent in favour of the Provider's corporate bodies, legal representatives, employees and other vicarious agents.

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

14. Data Protection

Personal data of the Customer is processed in accordance with the General Data Protection Regulation (GDPR) and other applicable data protection provisions. Details on the nature, scope and purpose of the data processing and on the rights of data subjects are set out in the Privacy Policy.

15. 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.

16. Amendment of These Terms

(1) The Provider may amend these Terms for the future to the extent necessary to reflect changes in the law or case law, binding official requirements or new security requirements. The amendment must not shift the contractual balance to the Customer's detriment and must not change the price or essential main performance obligations.

(2) Amendments are notified at least six weeks before they take effect, stating their content, reason and date. Where the Customer's consent is required by law, it is obtained expressly. Silence or continued use alone does not constitute consent.

17. 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 granted by mandatory provisions of the law of the state 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 from or in connection with this contract is the Provider's registered office. Statutory places of jurisdiction for consumers remain unaffected.

(3) 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 remains unaffected. The invalid provision is replaced by the statutory rule.