Algoryx General Terms and Conditions

 

Article 1 - Definitions

In these general terms and conditions, the following definitions apply:

1. Provider: the company Algoryx; the user of these general terms and conditions andprovider of the Algoryx Bots.

2. Customer: any natural person or legal entity that enters into an Agreement with Provider in relation to obtaining access to and using one or more Algoryx Bots.

3. Algoryx Bots: the software offered by Provider, consisting of one or more automatedtrading bots enabling Customer, entirely at its own expense and risk, to execute or have executed transactions in financial instruments.

4. Subscription: the agreement pursuant to which Provider grants Customer access to one or more Algoryx Bots for a specified period in exchange for payment of the applicablefee.

5. Agreement: the agreement between Provider and Customer concerning the offering and purchase of the Subscription and the associated access to and use of one or more Algoryx Bots.

6. Subscription Period: the period for which Customer enters into the Subscription and to which the applicable fee relates.

 

Article 2 - Identity of the Provider

Trading name: Algoryx

Email address: info@nipabot.com

Chamber of Commerce number: 42096053

 

Article 3 - Applicability

1. These general terms and conditions apply to all offers, quotations, agreements and services of Provider relating to the offering of the Algoryx Bots and the associatedSubscription.

2. These general terms and conditions apply both to agreements with natural persons acting for purposes outside their trade, business or profession (hereinafter: consumers) and to agreements with natural persons or legal entities acting in the exercise of a trade or business.

3. By entering into an Agreement, Customer automatically accepts the applicability of these general terms and conditions.

4. Any general terms and conditions or other terms of Customer do not apply, unless Provider has expressly accepted them in writing before or upon entering into the Agreement.

5. Deviations from these general terms and conditions are valid only if expressly agreed in writing before or when entering into the Agreement.

6. If any provision of these general terms and conditions is void or annulled, the remaining provisions shall remain in full force. In that case, the parties shall consult in order to replace the relevant provision with a valid provision that corresponds as closely as possible to the purpose of the original provision.

7. If any provision of these general terms and conditions conflicts with mandatory statutory provisions applicable to a consumer, those statutory provisions shall prevail.

 

Article 4 - Formation of the Agreement

1. The Agreement is formed when Customer applies for the desired Subscription through the ordering procedure offered by Provider and Provider accepts that application, or when Provider confirms Customer's application in writing or electronically.

2. The Agreement may be formed, among other things, by placing an order through the Website, completing and submitting a digital contact form, or in any other manner offered by Provider.

3. Before the Agreement is formed, Customer shall be provided with information about, among other things, the chosen Subscription, the price, the Subscription Period and the applicable terms and conditions.

4. Provider is entitled to refuse an application for a Subscription or to attach conditions to it, insofar as permitted by law.

5. If Customer provides inaccurate or incomplete information when entering into the Agreement, Provider is entitled to suspend performance of the Agreement until Customer has provided accurate and complete information.

6. Oral statements or commitments made by Provider are binding only if confirmed by Provider in writing or electronically.

 

Article 5 - Access to the Algoryx Bots and Right of Use

1. After the Agreement has been formed, Customer shall obtain access to the selected Algoryx Bot for the Subscription Period, in accordance with the selected Subscription.

2. A valid, personal licence is required for access to one or more Algoryx Bots. The installation, use and licence terms are set out in Articles 11 and 12.

3. Updates, changes and improvements to the Algoryx Bots shall be implemented in accordance with Article 11(8).

4. Provider may temporarily restrict or interrupt access to the Algoryx Bots if this is necessary for maintenance, updates, security or resolving technical problems. Provider shall limit such interruptions as far as possible. If the interruption is foreseeable, Provider shall inform Customer before the interruption. If prior notice is not reasonably possible, Provider shall inform Customer as soon as possible after the interruption has started, namely within 2 working days.

 

Article 6 - Prices and Payment

1. The price of the Subscription shall be stated on the Website or otherwise communicated to Customer before the Agreement is entered into.

2. For consumers, prices shall be displayed inclusive of VAT and all mandatory costs. Prices for business Customers may be stated exclusive of VAT if this is clearly indicated with the price.

3. Customer shall owe the agreed subscription price for the selected Subscription Period.

4. Payment shall be made in the manner and within the period communicated to Customer when entering into the Agreement.

5. The subscription price shall be charged in accordance with the selected subscription type and the payment frequency stated when entering into the Agreement.

6. If Customer fails to pay on time, Provider is entitled to suspend access to the Algoryx Bots until full payment has been made.

7. If Customer is a consumer, any interest and extrajudicial collection costs shall be charged only to the extent and from the time permitted by law.

8. Provider is entitled to change the price of the Subscription. A price change shall not be applied to ongoing Subscription Periods. An amended price shall apply only from the next Subscription Period after the date on which the price change takes effect. If the price of a Subscription is increased for a subsequent Subscription Period, Customer shall be informed at least one month before the effective date of the price change. In the case of an annual subscription, Provider shall inform Customer at least two months before the effective date of the price change.

9. If Customer does not agree to the price change, Customer is entitled to terminate the Subscription before the effective date of the price change.

10. If the net realised trading result achieved with an Algoryx Bot during a full Subscription Period is less than twice the subscription price actually paid by Customer for that Subscription Period, Customer shall be entitled to a refund of the subscription price paid for that Subscription Period. For an annual subscription, each consecutive period of one month, calculated from the start date of the annual subscription, shall be treated as a separate assessment period for the purposes of this paragraph. The subscription price applicable to that assessment period shall be one twelfth of theannual price actually paid.

a. For the purposes of this paragraph, net realised trading result means the result of transactions closed during the relevant Subscription Period and executed with an Algoryx Bot, after deduction of spreads, commissions and other trading costs charged by the broker. The only costs which are not included in this definition of net realised trading result is the swap costs, as these can vary beyond our control. Deposits, withdrawals, results of manual transactions, results of other trading software and unrealised results of open positions shall not be taken into account. Article 6.10 is not applicable if Customer decides to disable the bot but forgot to cancel the subscription, which is Customers right.

b. Customer must submit a claim under this arrangement no later than 7 calendar days after the end of the relevant Subscription Period, via WhatsApp or email. Customer shall provide all information reasonably required for the assessment, including a complete broker statement for the relevant month and, if available, the relevant trading log data of the relevant Algoryx Bot.

c. This arrangement applies only if Customer has used the selected Algoryx Bot during the Subscription Period in accordance with the Agreement, these general terms and conditions and Provider's instructions, and if the software, licence key and settings have not been modified. The arrangement also doesn’t apply to trades Customer has made, opened or closed, himself without using the bot.

d. Provider shall assess a complete request within 14 days. If the request is well-founded, Provider shall refund the relevant subscription price within 14 days after that assessment. The refund does not entitle Customer to compensation for trading losses, lost profits or any other damage and does not constitute a guarantee of profit or return.

 

Article 7 - Term and Termination

1. Customer may choose between a monthly subscription and an annual subscription.

2. The Subscription shall commence on the date on which the Agreement is formed, unless otherwise agreed.

3. A monthly subscription is entered into for the selected month and shall automatically be renewed for successive periods of one month upon expiry, unless Customer terminates the Subscription before the end of the current Subscription Period.

4. An annual subscription is entered into for one year. Upon expiry of that period, the Subscription shall automatically continue for an indefinite period, unless Customer terminates the Subscription.

5. During the first agreed Subscription Period, Customer may not terminate the Subscription prematurely, unless otherwise provided by law or agreed by the parties.

6. After the first agreed Subscription Period has ended, Customer may terminate the Subscription at any time subject to a notice period of one month.

7. After the expiry of an annual subscription, Provider may offer Customer a new annual subscription. A new annual subscription shall be formed only if Customer expressly accepts that offer.

8. Termination shall take place through the termination option made available by Provider, namely online via WhatsApp, a contact form on the Website or email.

 

Article 8 - Termination and Suspension

1. Provider is entitled to terminate the Agreement if Customer fails to perform the Agreement and the failure justifies termination. This shall in any event be the case if Customer fails to meet its payment obligations, makes the licence key available to a third party, unlawfully copies, modifies or reverse engineers one or more Algoryx Bots, or uses the Algoryx Bots in breach of the Agreement, these general terms andconditions or applicable laws and regulations.

2. If the failure can be remedied, Provider shall give Customer written notice of default and allow Customer a reasonable period of at least 14 days to fulfil its obligations. If Customer fails to fulfil its obligations within that period, Provider is entitled to terminate the Agreement.

3. Provider is entitled to suspend access to the Algoryx Bots with immediate effect if Customer uses the Algoryx Bots in breach of the Agreement, these general terms and conditions or applicable laws and regulations, where this is necessary to prevent damage to the software or systems of Provider or third parties, or to prevent furtherunauthorised use.

4. Customer is entitled to terminate the Agreement in full if Provider imputably fails to perform the Agreement, unless the failure, having regard to its special nature or minor significance, does not justify termination.

5. Such a failure shall include, among other things, Provider failing to provide the agreed access to the selected Algoryx Bot, failing to remedy a material defect in the software within a reasonable period of at least 14 days, or the agreed core functionalities beingunavailable for a non-negligible period.

6. If the failure can be remedied, Customer shall give Provider written notice of default and allow Provider a period of 14 days to fully fulfil its obligations. If Provider fails to fulfil its obligations within that period, Customer is entitled to terminate the Agreement in full.

7. Upon termination of the Agreement, Customer's right of use shall lapse and the licence key shall be deactivated.

8. Termination of the Agreement does not release Customer from payment obligations that arose before termination.

9.   The provisions of this Article do not affect Customer's statutory rights and remedies, including the right to termination, price reduction or damages to the extent applicable by law.

 

Article 9 - Force Majeure

1. Provider is not obliged to perform an obligation under the Agreement if performance is temporarily or permanently impossible as a result of a circumstance that cannot reasonably be attributed to Provider.

2. Force majeure may include, among other things, failures or outages of internet connections, hosting services, data centres, electricity supplies or other external infrastructure, cyberattacks, failures of external service providers on which Provider depends, government measures and other circumstances reasonably beyond Provider'scontrol. This includes failures of the broker, external software, like Metatrader 5, andthe VPS service.

3. If the force majeure situation is temporary, Provider's obligations shall be suspended for the period during which performance is not reasonably possible.

4. If the force majeure situation lasts longer than 30 days and Customer cannot reasonably be expected to continue the Agreement as a result, Customer is entitled to terminate the Agreement.

 

Article 10 - Operation of the Software and Customer Responsibility

1. Provider makes software available solely in the form of the Algoryx Bots. An Algoryx Bot is solely a technical tool for the automated execution of trading strategies set by Customer. Provider does not provide financial, investment, tax or legal advice, asset management or any other financial service to Customer.

2. An Algoryx Bot is a software application enabling Customer, entirely at its own expense and risk, to apply automated trading strategies to its own trading or investment account.

3. Customer determines whether, where, when and under which conditions it uses the selected Algoryx Bot, including the amount of any deposits, the lot size and other software settings. Use of the selected Algoryx Bot requires a minimum deposit of USD 1,000 in the trading account, because the Algoryx Bot requires this minimum margin to execute the automated trading strategies. Customer is responsible for making this deposit available and for managing the funds in its trading account. Customer is fully responsible for transactions executed with the assistance of theAlgoryx Bot.

4. Provider does not execute transactions on behalf of Customer, has no access to or control over Customer's trading account, bank account or funds, and does not make decisions on behalf of Customer regarding the purchase or sale of financial instruments.

5. Provider does not provide advice tailored to Customer's personal financial situation, objectives or risk appetite.

6. Customer is responsible for opening, maintaining and managing its own trading or investment account with a third party, as well as for complying with that third party's terms and conditions.

7. Before using the selected Algoryx Bot, Customer must assess whether its use is suitable for Customer's financial situation, knowledge, experience, objectives and risk appetite.

8. Customer acknowledges that trading in financial instruments involves risks and that the use of an Algoryx Bot may lead to losses. Customer acknowledges that part or all of the invested capital may be lost. The value of financial instruments may rise as well as fall, and the results of automated trading strategies may vary from period to period.

9. Except for the refund arrangement in Article 6(10), Provider does not guarantee that the use of an Algoryx Bot will generate profit or a particular return, or prevent losses. Provider also gives no guarantee of preservation of invested capital. Past results are no guarantee of future results.

10. Any information about historical results, backtests, simulations or other performance of an Algoryx Bot is for illustrative purposes only and does not constitute a guaranteeor representation regarding future results.

11. Customer remains responsible at all times for its own choices, the settings of the Algoryx Bot and the financial consequences of using the Algoryx Bot.

 

Article 11 - Use and Installation of the Software

1. The selected Algoryx Bot is made available to Customer as software that Customer installs and uses in its own trading or investment environment. Customer is responsible for downloading, installing, activating and correctly configuring the Algoryx Bot in accordance with the instructions provided by Provider.

2. Customer is responsible for having a suitable computer, internet connection and trading or investment account with a broker, as well as the other technical facilities required to use the selected Algoryx Bot, unless otherwise agreed in writing.

3. Customer must use the Algoryx Bot only in accordance with the instructions provided, the Agreement, these general terms and conditions and applicable laws andregulations.

4.   Customer must handle the licence key provided to it with due care and keep it confidential. Customer is not entitled to share the licence key with third parties or give third parties access to the Algoryx Bot through its licence.

5. If Customer discovers that the Algoryx Bot is not functioning properly or that its licence key is being used by a third party without authorisation, Customer must notify Provider as soon as possible, within 5 working days, and follow the instructionsprovided by Provider.

6. Provider is entitled to make updates, changes and improvements to the Algoryx Bot, including to improve the operation, security or compatibility of the software. If an update has material consequences for the use of the selected Algoryx Bot, Provider shall inform Customer before implementing the update. Material consequences shall in any event include an update leading to a material change in the functionalities of the Algoryx Bot, the way Customer uses the software, the technical requirements for using the software, the settings required to use the software or the way transactions are executed with the Algoryx Bot. In that case, Provider shall inform Customer at least 7 days before the intended implementation of the update, unless a shorter period is reasonably necessary. If prior information is not reasonably possible, for example because of an urgent security update, a serious technical malfunction or another emergency that does not permit delay, Provider shall inform Customer as soon as possible after implementation and, where possible, within 24 hours.

7. Provider may impose technical conditions on the use of the Algoryx Bot and amend those conditions if this is necessary for the operation, security or support of thesoftware.

 

Article 12 - Intellectual Property and Licence

1. All intellectual property rights relating to the Algoryx Bots, including copyrights and any other intellectual property rights, are vested in Provider or its licensors. By entering into the Agreement, Customer does not acquire any ownership right in theAlgoryx Bots.

2. Provider grants Customer, for the duration of the Subscription, a limited, personal, non-exclusive and non-transferable right to use the selected Algoryx Bot in accordance with the Agreement and these general terms and conditions. This right of use ends automatically upon termination of the Agreement or expiry of the Subscription.

3. Customer is not permitted, without Provider's prior written consent, to make the Algoryx Bot or parts thereof available to third parties, sell, rent, sublicense, distribute, otherwise commercially exploit or transfer it.

4. Customer is not permitted to copy, reproduce, modify, adapt, translate, decompile, disassemble or reverse engineer the Algoryx Bot.

5. The licence key provided to Customer is personal and intended solely for the use for which Provider has provided it. Customer is not entitled to transfer the licence key to third parties or make it available to them.

6. If Customer acts in breach of the provisions of this Article, Provider is entitled to suspend access to the Algoryx Bot and, if the failure justifies this, terminate theAgreement in accordance with Article 8.

7. Upon termination of the Agreement, Customer's right of use shall lapse and Customer must immediately cease using the Algoryx Bot. Provider shall deactivate the licencekey.

 

Article 13 - Liability

1. Provider is not responsible for trading decisions made by Customer using the Algoryx Bot, nor for trading parameters set by Customer, including the amount of the deposit, lot size and other settings. Use of the Algoryx Bot requires a minimum deposit of USD 1,000 in the trading account with the broker. Customer is responsible for making these funds available and managing them, as well as for the trading decisions andsettings subsequently used.

2. Customer trades using the Algoryx Bot entirely at its own expense and risk. Provider is not liable for losses on financial instruments, price declines, lost returns or other financial losses arising from Customer's trading activities, unless that loss is the direct result of a failure attributable to Provider, such as a serious software defect in the bot, an incorrect update, an improperly blocked licence, or an unlawful act.

3. Provider is not liable for damage resulting from an act or omission of a third party on whom Customer depends in order to use the selected Algoryx Bot, including the broker, trading platforms, internet providers, hosting providers or other external service providers, unless the damage is directly caused by a failure attributable toProvider.

4. Provider is not liable for damage arising because Customer does not use the Algoryx Bot in accordance with the instructions provided, installs or configures the software incorrectly, uses incorrect settings or fails to comply with the technical requirementsfor using the software.

5. Provider is not liable for damage arising from a temporary interruption, malfunction or limitation of the availability of the Algoryx Bot if it results from maintenance, updates, technical malfunctions, malfunctions at external service providers or other circumstances that cannot be attributed to Provider.

6. Provider is not liable for indirect damage, consequential damage, lost profits, lost savings, missed trading opportunities or other financial damage that is not the direct result of a failure attributable to Provider.

7. The limitations of liability set out in this Article do not apply insofar as the damage results from Provider's intent or deliberate recklessness, or insofar as a statutory provision does not permit a limitation or exclusion of liability.

8. If, notwithstanding the provisions of this Article, Provider is liable for damage suffered by Customer, liability shall be limited to damage that has a direct and sufficient connection with the event on which the liability is based and that can reasonably be attributed to Provider.

9. The limitations of liability in this Article do not affect Customer's statutory rights as a consumer.

 

Article 14 - Complaints and Technical Defects

1. Customer must check the selected Algoryx Bot for correct operation within 7 days after installation. Correct operation means that the Algoryx Bot performs the agreed functionalities in accordance with the instructions provided by Provider and thetechnical requirements applicable to the software.

2. Customer is responsible to frequently check if the VPS has any software updates pending and if the bot is still properly connected.

3. Customer must report technical defects and other complaints to Provider as soon as possible after Customer has discovered, or reasonably should have discovered, them, and must provide sufficient information to assess the complaint or technical defect. A complaint should preferably include a description of the problem, the circumstances in which it occurs and, where possible, relevant error messages or screenshots.

4. Complaints may be submitted using the contact details designated by Provider or the contact form provided for that purpose. Provider shall in principle confirm receipt of a complaint within 5 working days and shall then assess the complaint within a period that is reasonable in light of the nature and complexity of the complaint.

5. A substantiated technical defect exists if the relevant Algoryx Bot does not meet the agreed functionalities or does not operate in accordance with the instructions and technical requirements provided by Provider, and this is not the result of a circumstance attributable to Customer, including incorrect installation, incorrect configuration, use contrary to the instructions or general terms and conditions, or a malfunction at the broker.

6. If there is a substantiated technical defect, Provider shall endeavour to remedy the defect within a reasonable period. A period of 14 days after the substantiated technical defect is established shall serve as the starting point, unless the nature or technical complexity of the defect reasonably requires a longer period for remedy.

7. If the defect is not expected to be remedied within 14 days, Provider shall inform Customer as soon as possible and shall state, insofar as reasonably possible, the cause of the defect, the measures being taken and the period within which remedy is expected to take place.

8. If remedy of a substantiated technical defect is not reasonably possible, cannot take place within a reasonable period or cannot reasonably be required of Provider, Provider shall, insofar as reasonably possible, offer an appropriate solution. Depending on the circumstances, an appropriate solution may consist of an alternative technical solution, a replacement version of the software, renewed provision of access or a licence key, or another appropriate measure.

9. Provider's obligation to remedy does not apply to defects resulting from circumstances that cannot be attributed to Provider, including incorrect installation or configuration by Customer, use contrary to the instructions provided, changes to the software by Customer or third parties, malfunctions at the broker or other external service providers, or force majeure.

10. A complaint does not suspend Customer's payment obligations, unless Customer is entitled to such suspension under mandatory statutory provisions.

11. The provisions of this Article do not affect Customer's statutory rights and remedies, including consumers' statutory rights with respect to conformity of digital content or digital services.

 

Article 15 - Applicable Law and Disputes

1. All agreements entered into by Provider and the services arising from them shall be governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

2. Disputes between Provider and Customer shall initially be resolved as far as possible by mutual consultation. If this proves impossible, disputes shall be submitted exclusively to the competent court in the judicial district where Provider is established.