Terms of Services

These terms and conditions (“Terms of Services”) describe the terms and conditions that PoshTrader Ltd (“Author”, “we”, “us” or “our”) uses on its website (“Site”) and the choices that you have. Please read the following Terms of Service carefully before using this site, its products or services.

General

These Terms and Conditions shall apply to all contracts for the supply of services by us to the Customer.

Before the commencement of any software development services, the Customer shall provide us with a detailed description of the project which shall be subject to these Terms and Conditions. We shall use all reasonable endeavors to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.

All free software downloaded or provided by us will not have any type of support, if support is required, we can provide a paid support fee. We are under no obligation to support any software purchased from our web store if the customer cannot communicate at a standard in English that will allow us to investigate and resolve any problems the customer may have. We will not offer support in any other language

The Project

We shall provide the Customer with software development services to create the Software and other Deliverables as detailed in the Specification, under the terms and conditions of this Agreement.

We are not responsible for the performance of a custom-made automated trading system due to the unpredictable nature of the Financial Markets; this service is to make sure that the project delivered matches the project specification document that was provided by the customer to build the software.

We shall provide to the Customer the Deliverables when requested by the Customer subject to full payment having been received by us for the Deliverables or part of the Deliverables being provided.

Unless explicitly itemized in the Specification we shall not be responsible for any other services including without limitation software installation, systems integration, data conversion, data import, and training.

For the avoidance of doubt, we shall not be responsible under any circumstances for backup and archiving of indicators, trading robots, or any other software or of any source code that was created for the customer by our custom development service.

We act as a software development service and we are not obliged to offer any trading consultancy advice to customers, our role is to simply create software that matches the requirements provided by the customer.

If during the warranty period the customer modifies the source code of a project that we have created for the customer with our software development service than the warranty for the project will be void, we will only offer warranty for projects where the source code has not been modified.

If the customer reports a total of 3 (three) consecutive bugs found while using or testing their project and we find these reports to be false and that instead, they are the correct operation of the system as defined in the project description that was supplied by the customer then we reserve the right to discontinue any further investigation for bugs requested by the customer.

All custom development work is for the featured trading platforms only and we cannot guarantee that the strategy results will be the same as the same strategy running on another trading platform due to different data feeds provided by different brokers.

Featured trading platforms “trading platform” are cTrader (CT), Ninjatrader 8 (NT8), MultiCharts.NET (.NET), and TradingView (TV).

The customers’ obligations

The Customer shall

Promptly deliver us with such information and documents as it may reasonably request for the proper performance of its obligations under this Agreement;

Provide our developers with all the reasonable information they request to investigate any bugs they report to us while using the software. If the customer has paid for custom development and they do not provide us with the information requested to identify the bug in the software, then all refunds will be void.

It is hereby acknowledged that legal precedent computer software inherently contains from time to time defects, faults and difficulties however well developed and supported and acceptance of Deliverables under this Agreement shall not be unreasonably withheld due to minor faults in the software.

The customer must report any bugs or errors in all custom software written by us within our standard warranty period of 30 days from the final delivery of the product to the customer, we will not offer free bug fixing after this period.

The customer must also allow our developers within a reasonable time to fix any bugs found, refunds are only issued if after 30 days the bug reported is still not fixed.

The customer must inform us of any issues with installation of the software or issues regarding the screen resolution settings on your computer within 30 days of purchasing the software, we will offer no refunds after this period.

The customer must be able to communicate in English to a standard to allow any issues to be resolved, we do not offer support in any other language.

If development credits are used as part of the custom development service than the customer must use these credits within 6-months of purchase or they will be void and can no longer be claimed at a future date.

If a customer sends emails or communicates in an abusive or threatening manner to a developer working for us or us then we reserve the right to discontinue communication until the matter is resolved by us.

If a customer has purchased one of our products and cannot communicate in clear English with any problems, they may have with setting up or using the software, we reserve the right to refund the full amount that the customer paid for the product and we will no longer provide any support for the product.

It is the customer’s obligation to backup and stores all project source code that is provided by our custom development service and we cannot be held responsible if the project files including source code once they have been delivered to the customer.

Change control

If the customer requests a change to the project description after the price has been agreed by both parties than the customer will be re-quoted for the work by us.

If the customer requests a change to the project description after they have been invoiced via Bank or PayPal, but not paid than the invoice will be canceled and a new invoice will be sent with the re-quoted price for the additional work.

If the customer requests a change to the project description after they have paid for the invoice then a new invoice will be sent to the customer for the additional work.

Terms of payment

If a project is accepted it must be paid upfront before initial work begins, if the project budget is above EUR 400, the payment for work will be divided into milestones.

Payment of sums due by the Customer to us shall be made upon receipt of an invoice from us. All payments under this Agreement shall be made in Euro unless otherwise agreed in writing between the Parties.

If a customer does not pay invoices in time and won’t do so after several reminders than we reserve the right to pass all unpaid invoices to a collection agency.

Termination

This Agreement shall continue until completion of the Project unless either party is unhappy with the arrangement for any reason and wishes to terminate the agreement.

If the agreement is terminated by us then the full amount paid by the customer will be refunded and the customer will not be liable to pursue any additional costs.

If the agreement is terminated by the customer then we reserve the right to keep all of the sums paid.

Refunds for services (programming service)

Refunds for Programming Service for automated trading robots, indicators, or other software is only valid if after 30 days the final delivered product does not match the project requirements supplied by the customer or a reported bug is not fixed within 30-days from the date that it is first reported. A bug is where the project functionality does not match the project description requirements and not the data output.

Refunds for custom development work which cost over EUR 400.00 with automated trading robots, indicators or other software is only valid if after 60 days the final delivered product does not match the project requirements supplied by the customer or a reported bug is not fixed within 60-days from the date that it is first reported. A bug is where the project functionality does not match the project description requirements and not the data output.

Once we have issued you with a refund your downloaded digital product will be deactivated and you will no longer be able to use it, we use a remote activation licensing system to manage all our products and your product will simply stop working on all your PC and VPS machines.

We will issue a refund to you usually between 1-2 days, but it may take a little longer to reach your account. If you paid using your credit or debit card via PayPal then PayPal will credit your card immediately, but your card company may take up to 48 hours to claim the funds.

Confidentiality

Both during this Agreement and after its termination, the parties shall treat as confidential (and shall procure that its personnel and each of them treat as confidential) and shall not (and shall procure that their personnel and each of them does not) other than in the proper provision of the services required to fulfill the Project, use or disclose to any person, firm or company, any Confidential Information belonging to the other party or its Customers, suppliers or customers, nor permit its use or disclosure.

Each party to this Agreement shall promptly notify the other party if it becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Confidential Information and shall give the other party all reasonable assistance in connection with any proceedings which the other party may institute against such person for breach of confidence.

Data Protection

The parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions and obligations of this Agreement. It is the sole responsibility of the Customer to ensure that the Software is not used in any way that infringes data protection legislation at the time being. For the avoidance of doubt, we accept no responsibility whatsoever for any such infringement or alleged infringement.

Amendments

This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorized officer or representative of each of the parties.

Entire Agreement

This Agreement supersedes all prior agreements, arrangements, and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this Agreement. However, the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The parties confirm that they have not entered into this Agreement based on any representation that is not expressly incorporated into this Agreement.

Schedules

The provisions of the Schedules to this Agreement shall form part of this Agreement as if set out here.

Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

Waiver

No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

Time of essence

Time shall be of the essence in this Agreement as regards any time, date, or period mentioned in this agreement or subsequently substituted as a time, date or period by agreement in writing between the parties.

Language

This Agreement is made only in the English language. If there is any conflict in the meaning of the English language version of this Agreement and any version or translation of it in any other language, the English language version shall prevail.

Trading platform software updates

If an update for a trading platform is published after the final delivery of the customer’s product and the update causes the software created by us to malfunction in any way then we are under no obligation to fix these errors for free.

If an existing bug is found in the trading platform that affects any of the customer’s products created by us then the customer will need to contact the creators of the trading platform to report this bug and wait for it to be fixed in a future update. We are under no obligation to restructure or implement a new code on a product as a workaround to correct the issues.

Dispute resolution

For this clause, a dispute shall be deemed to have arisen when one party serves on the other notice in writing via email stating the nature of the dispute. Any dispute which may arise between the parties concerning this Agreement shall be determined as follows.

• Within 24 hours the representatives of the Parties shall correspond via email and or telephone to attempt to settle the dispute by mutual agreement.

• If the dispute remains unresolved and payment was paid using PayPal then the customer may open a dispute case and request a refund using the buyer protection program of PayPal.

• In any other case if the dispute remains unresolved the dispute shall be determined by the Court of Estonia, according to laws of the European Union and the Parties submit to the exclusive jurisdiction of that Court for such purposes.

Risk Disclosure

PoshTrader Ltd is not an investment advisory service, nor a registered investment advisor and does not purport to tell or suggest which commodities, securities or currencies customers should buy or sell for themselves. The employees or affiliates of the Company may hold positions in the commodities discussed here. You understand and acknowledge that there is a very high degree of risk involved in trading futures, options, securities, and/or currencies. The Company, the authors, the publisher, and all affiliates of Company assume no responsibility or liability for your trading and investment results. Factual statements on the Company’s website, or in its publications, are made as of the date stated and are subject to change without notice.

Risk Disclosure – Third Parties

Past performance does not guarantee future success. In some cases, managed accounts are charged with substantial commissions and advisory fees. Those accounts subject to these charges may need to make substantial trading profits just to avoid depletion of their assets.

Each broker/advisor (“CTA”) is required by the regulator to issue to prospective clients a risk disclosure document outlining these fees, conflicts of interest, and other associated risks. The full risk of commodity futures, options CFD’s, spread betting and forex trading cannot be addressed in this risk disclosure statement.

No consideration of investing should be made without thoroughly reading the disclosure document of each of the CTA’s/brokers in which you may have an interest.

Requesting a disclosure document places you under no obligation and each document is provided at no cost. The regulator has not passed upon the merits of participating in any of these programs nor on the adequacy or accuracy of the disclosure documents. Other disclosure statements are required to be provided to you before an account may be opened for you.

Past performance is not necessarily indicative of future results. Prospective clients should not base their decision on investing in any trading program solely on the past performance presented, additionally, in making an investment decision, prospective clients must also rely on their examination of the person or entity making the trading decisions and the terms of the advisory agreement including the merits and risks involved.

Trading on margin involves high risk and is not suitable for all investors. The high degree of leverage can work against you as well as for you before deciding to trade you should carefully consider your investment objectives, level of experience, and risk appetite. There is always a relationship between high reward and high risk. Any type of market or trade speculation that can yield an unusually high return on investment is subjected to unusually high risk. Only surplus funds should be placed at risk and anyone who does not have such funds should not participate in trading foreign currencies or commodities or futures or options or CFD’s or spread betting. Trading is not suitable for everyone.

Trading commodity futures, options, CFD’s spread betting and foreign exchange (“Forex”) involves high risks and can cause you a complete loss of your funds.

Electronic trading risks

Before you engage in transactions using an electronic system or algorithmic trading, you should carefully review the rules and regulations of the exchanges offering the system and/or listing the instruments you intend to trade. Online trading has inherent risk due to system response and access times that may vary due to market conditions, system performance, and other facts. You should understand these and additional risks before trading.

The client is warned that when trading in an electronic platform he assumes the risk of financial loss which may be a consequence amongst other things:

• Failure of client’s devices, software and poor quality of connection

• PoshTrader or client’s hardware or software failure, malfunction or misuse

• Design risks; errors in data, incorrect assumptions, logical program errors

• Unexpected market conditions

• Improper work of client’s equipment

• Wrong settings of client’s terminal

• Delayed updates of to client’s terminal

These events can cause the loss of all funds and holdings in your brokerage account. Algorithmic trading losses can occur faster than in manual trading and you should consult an investment professional to discuss these risks. You should continually monitor the operation of a live trading algorithm to ensure it is running properly. Every time you use our service you agree that in all cases, we bear no responsibility for losses incurred, and offers no guarantees or expectations of your algorithm performance or stability.

You can use our software and extensions after account activation with a chosen service provider (the broker). Following your account activation, you will be able to:

• Download and install (where applicable) the trading and/or betting platforms (the “software”), you should ensure they are accessible and operational.

• The software, which may have been developed by a third party, is provided “as is”. We will ensure, but cannot guarantee, that the software supports data security protocols compatible with those used by your broker. We also cannot guarantee that the software is free of any errors or deficiencies.

• We will, to a reasonable extent, maintain the software and any other related systems up to date. We and/or any relevant third party may perform maintenance from time to time which includes shutting down, restarting, and/or refreshing the servers to ensure, or procure to ensure the effective and efficient operation of the software. These actions may cause the software to be inaccessible and/or inoperative for some time, therefore you accept that we will bear no responsibility for any loss, including financial loss and/or opportunity due to maintenance and/or any action or omission of the PoshTrader and/or the third-party software provider.

We will endeavor to make the software and any other systems available when required by you, but we cannot guarantee their continuous availability at all times for the following reasons, including but not limited to:

• Failures and/or errors, including technological nature such as failure with internet connectivity which may affect access to the software, which either you or we rely on

Copyright notice

This website, its content, and its products built are protected by International copyright laws. Reproduction and distribution of the content or any product without the written permission of the owner is prohibited.

Disclaimers

POSHTRADER DOES NOT GUARANTEE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE FIXED, OR THAT YOUR USE OF THE SITE WILL PRODUCE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT PRIOR NOTICE. POSHTRADER CANNOT ASSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR INFECTION OR HARMFUL FEATURES. POSHTRADER REVOKES ALL WARRANTIES, EXPRESS OR SUGGESTED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PLAN. POSHTRADER REVOKES ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY POSHTRADER SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST POSHTRADER FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF COMFORT IS A PART OF THE AGREEMENT BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

PoshTrader holds the right to do any of the following, at any time, without prior notice: (A) to change, suspend or terminate operation of or access to the Site, or any part of the Site, for any reason; (B) to change the Site, or any part of the Site, and any applicable policies or terms; and (C) to prevent the operation of the Site, or any part of the Site, as necessary to make routine or non-routine maintenance, error correction, or other modifications.

Changes to these terms

We may update these terms of services at our discretion from time to time by posting a new version on our Website. You should check our Website occasionally to ensure any changes made are suitable for you. If required by applicable law, you will be informed of any significant changes made to the terms of services.

Force Majeure

Author and its suppliers shall not be liable in any respect for failures to perform hereunder due wholly or substantially to the elements, acts of God, labor disputes, acts of terrorism, acts of civil or military authority, fires, floods, epidemics, quarantine restrictions, armed hostilities, riots and other unavoidable events beyond the control of the Author or its suppliers, and the time for performance of obligations hereunder by the Author or its suppliers subject to such event shall be extended for the duration of such event.

Definitions

“Agreement” means these Terms and Conditions together with the terms of any applicable Development Proposal and Cost Specification Documents;

“Customer” means the organization or person who purchases services from us;

“Non-Disclosure Agreement or NDA” means an agreement in the form of a signed document by both parties protecting project details or an individual’s ideas which can be either the customer or us;

“Delivery Date” means the date on which the Software is first sent to the customer;

“Additional Services” means any additional services requested by the customer to be provided by us as set out in the Specification;

“Change Request” means a documented request for a change to the Specification or Software or Project Description or other of the Deliverables made by the customer or by us;

“Confidential Information” shall include, but not necessarily be limited to, all information which is not publicly known regarding the business, finances, technology, trade secrets, and any other commercially sensitive information of either party regardless of its nature;

“Deliverables” means the software, documentation, and services to be delivered by us to the customer in fulfillment of this Agreement as set out in the Specification;

“Project Plan” means the timing and sequence of events agreed between the customer and us for the performance of this Agreement, as set out in the Specification;

“Price” means the fixed aggregate price for the provision of the Deliverables as set out in the Specification;

“Project” means the software development, delivery and testing of the Software and the other Deliverables;

“Software” means the source programs, compiled object code of the software, scripts and installation programs being developed or customized by us for the Customer, as set out in the Specification, including any enhancements and modifications made;

“System” means collectively the Software;

“Warranty Period” means a period of 30 days immediately following the final delivery of the product