Allgemeine Geschäftsbedingungen (Terms and Conditions)

GENERAL TERMS AND CONDITIONS FOR THE USE AND LICENSE OF TRADESIGNAL GMBH FOR TRADESIGNAL ONLINE, TRADESIGNAL ONLINE TERMINAL AND THE RECEPTION OF MARKET DATA


Contents:

A: General Provisions
B: Special Provisions for Use of the Premium Content and Realtime Data (Tradesignal Online)
C: Special Provisions for Use of Tradesignal Online Terminal
D: Final Provisions; Information on Third Party Rights

A
General Provisions

1. General, Definitions, Stock Exchange Regulations

(1) On the website www.tradesignalonline.com and under the product name “Tradesignal Online”, the company Tradesignal GmbH (hereinafter “Provider”) maintains information on financial services, such as news, analyses, contributions and price data, which as a rule are delayed by at least 15 minutes, depending on the originating stock exchange.

(2) In addition, services are offered by the Provider on the website terminal.tradesignalonline.com for download under the product name “Tradesignal Online Terminal”.

(3) All products, services and possibilities for the use of “Tradesignal Online” and “Tradesignal Online Terminal” offered by the Provider, including the reception of market data, are hereinafter referred to as “services”.

(4) “User” is any natural person or legal entity making use of the services in some way.

(5) The regulations of the corresponding stock exchange shall be observed.

(6) For all times quoted, the applicable time zone is CET (Central European Time).

2. Validity, Scope of Application, Amendment of the General Terms and Conditions

(1) These General Terms and Conditions for the Use and License (hereinafter “Terms”) apply for the use of all services and for all agreements concluded with the Provider in this connection. Deviating terms of the user shall not be applicable, unless the Provider has consented in writing to their validity.

(2) Insofar as these Terms are amended at a later time, the user will be sent the new Terms via the email address named previously by him. If the user does not file an objection in text form to the amended Terms within three weeks after reception of the amended Terms, these new Terms shall be deemed valid as the applicable provisions.

3. Formation of Contract, Usage, Availability

(1) Offers of the Provider are always subject to change without notice. The Provider is under no obligation to accept proposals or orders from the user. The contractual relationship only becomes legally effective with the confirmation by the Provider or through the corresponding provision of services. Formation of a contract can also take place online via the Internet or by email, insofar as the Provider offers this possibility.

(2) There is no right to registration or continued participation for services that are provided free of charge. No particular degree of availability is owed by the Provider for gratuitous usage of the services. Services which are made available free of charge can be terminated by the Provider at any time.

(3) The prerequisites for use of the services (hardware, internet connection etc.) must be provided and maintained by the user at his own expense.

(4) In the case of force majeure, the Provider is relieved of the obligation to perform for the duration of the impediment. Fires, strikes, lockouts and other circumstances for which the Provider is not answerable but which considerably impede or render impossible the performances of the Provider shall be deemed equivalent to force majeure.

4. Risks in Trading Securities

The Provider points out expressly that securities transactions are generally associated with financial risks and that the Provider has not provided, does not provide, and will not provide any advice regarding the business transactions envisaged by the user. The user acts on his own responsibility, and the investment decision is therefore made solely by the user trading at his own risk. Owing to the particular risks associated with incorrect setting of the parameters or with the interpretation of the data, the Provider recommends that the user seek the advice of an experienced specialist in securities trading.

5. Remuneration, Invoicing, Offsetting, Assignment

(1) The Provider makes available the service – unless arranged otherwise – to the user free of charge for proper use as intended.

(2) Insofar as services are made available by the Provider only against payment, the remuneration shall be based on the prices quoted on the website for the corresponding product.

(3) The remuneration specified at the time of formation of a contract is inclusive of the statutory value-added tax. If the legislator increases the value-added tax, the remuneration increases accordingly.

(4) Monthly recurring charges shall be payable in advance. If the fee has to be calculated for parts of a month, then it will be calculated precisely for each day, unless stipulated otherwise on the website for the corresponding product (e.g. because of stock exchange fees).

(5) The user fee is published in an automated billing statement that is made available for download in the user account.

(6) If the user participates in billing by direct debit or credit card, he shall make sure that the corresponding account has adequate coverage. If the direct debit or credit charge is rejected by the user’s bank (return debit note; charge-back), the Provider will bill the user for the expenses incurred, unless the Provider is at fault.

In case that the user takes part in the SEPA-debit advice procedure, the supplier will provide an advance information (Pre-Notification) before every SEPA debit advice to the user which contains the due amount and the due date. The user receives the advance information not later than one day before the due date of the SEPA debit advice. The advance information can be sent separated or dispatched as a part of other documents like invoices etc..

(7) The cost of using the telecommunication services of third parties (e.g. Internet access) will in all cases by borne by the user.

(8) Claims by the Provider can only be offset by the user with claims that have been established in court or that are uncontested.

(9) The user may transfer claims against the Provider to third parties only with the prior written consent of the Provider.

6. Changes of the Remuneration

(1) The Provider is entitled to increase the agreed payment if he notifies the user about the price increase by email at least four weeks in advance and also refers to the right of termination as per subsection (2) hereinbelow. It is not possible to increase the prices in respect of periods for which the user has already made payment.

(2) In the event of a price increase, the user is entitled to terminate the contract for the affected services under the terms of Section 7 subsection (2); if he makes use of this right of termination, then the user fee will be calculated using the existing price up to the effective date of termination.

(3) Price increases are excluded for a period of four months after conclusion of the contract; this shall not apply to external costs that cannot be influenced by the Provider (in particular, stock exchange fees).

7. Contractual Period, Termination

(1) All user agreements are concluded for an indefinite period.

(2) All user agreements between the Provider and the User can be terminated normally by either of the contracting parties with due notice of four weeks being given to the end of any calendar month. Individual services may also be terminated with the same period of notice.

(3) In addition, any user agreement may also be terminated for good cause without notice. A good cause exists in particular if the user is in arrears for at least two payment periods or if either of the contracting parties violate any other essential contractual obligation.

(4) The termination can either be done online within the user profile or in text form; in the text form case, the termination will take effect upon receipt by the Provider.

8. Obligations of the User, Use of the Services

(1) The user undertakes not to sign up under multiple usernames, not to misuse the services of the Provider and to observe the relevant statutory regulations (i.e. the applicable telecommunication laws, criminal code, copyright laws etc.) and to provide on demand such information as may be requested by the originator of the market data.

(2) If there is any change in the information submitted by the user for use of the services or any change in other circumstances of relevance to the user relationship, the user shall make these changes immediately in his account profile or inform the Provider accordingly.

(3) The user is obligated to keep secret the login data for the user account (user name and passwords). The user shall be liable for any damage arising through insufficiently confidential treatment or through disclosure to third parties. If the password is lost or disclosed, or if there is any suspicion that third parties may have obtained knowledge thereof, the user shall inform the Provider without delay.

(4) The user is obligated to choose a user name that is not identical to the name of another person or institution, and that is not protected by copyright. User names and avatars may not be misleading or offensive in nature. The user is obligated to change his user name and avatars at any time if the Provider requests this on reasonable grounds.

(5) The user shall immediately report to the Provider any deficiencies detected by him, such as unavailability or incorrect content of the services, and shall take all reasonable steps to facilitate the identification of defects and their rectification.

(6) Simultaneous installations, backups and usage of market data on more than one hardware device is not permissible. It is also inadmissible to perform any actions that permit – by whatever means – more than one person to work with the market data at the same time. If the user wishes to use market data on several hardware configurations simultaneously, he must purchase the corresponding number of licenses.

(7) The user shall use the services and price data solely for his own personal purposes and shall observe the usage instructions which are made available under the service. During the use of the services, the user shall not run applications or perform actions which are likely to cause impairment of the content, data or software applications available under the services. Price data – no matter what kind – shall never be made available to third parties.

(8) Charts generated with the services may be posted in other forums solely for the purposes of discussion or as examples, as long as the relevant copyright notice of the Provider is maintained. For commercial use of the charts, or if the user runs a media service (website / forum / blog etc.) or has such a media service operated by a third party, the written permission of the Provider is needed.

(9) As far as the user participates in forums maintained by the Provider, he must abide by the rules of “netiquette”.

(10) If the user culpably fails to meet the obligations set out above, he shall indemnify and, if applicable, compensate the Provider for all claims by third parties and other damages resulting therefrom.

9. Content

(1) Content in the sense of these Terms primarily constitutes editorially processed information, such as newsletters, analyses and reports. Content in the sense of these Terms shall also include data provided by third parties, such as stock prices, and also the content of the user.

(2) Any usage other than the intended and proper online use of content – the temporary download of the relevant content for the purpose of visualization on the screen of the user – is only admissible if not prohibited by law and if authorized by the Provider in writing or expressly under the service (e.g. the posting of charts generated by Tradesignal Online in the forum at tradesignal¬online.com).

(3) Easements on the content of third parties – in particular, editorial content and data retrievable through this service, such as stock quotes – remain with the original rights holders and the Provider, unless there is a case of legitimate own use.

10. Correctness and Completeness of the Content (in particular, the prices of securities / stock quotes)

(1) The data on securities that can be accessed via the service (stock prices etc.) are not produced by the Provider but supplied by third parties. The Provider merely makes available the hardware and software capacities for processing such data.

(2) The Provider does not check the data provided by third parties for correctness and/or completeness, and can therefore not accept liability for the suitability of the data for a particular purpose.

(3) The news, analyses and other contributions which are accessible via the service reflect solely the opinion of the corresponding author and/or publisher. All such content shall not constitute any request to engage in securities transactions and cannot be a substitute for expert financial advice that is properly suited to the individual investor and security.

11. Content of the User, Participation in Services

(1) The user himself shall be solely responsible for any own content submitted by the user in forums, such as articles, opinions and data. The Provider shall not be under any obligation to render advice or to check such content for correctness, completeness and compliance with legal norms. Consequently, the user shall be liable for content he has entered into the forums by “upload”, sent via email or otherwise published or forwarded within the scope of using the services. The user is aware that, when using the services, he may be exposed to the content of other users (e.g. forums at tradesignalonline.com) that may be offensive or insulting or may violate legal norms.

(2) When using the services, the user undertakes to comply with the statutory provisions, especially those for the protection of minors, trademark rights, copyrights, naming rights, personal rights and other pertinent rights of third parties. The user is obligated to refrain from any improper use of the services, and here especially not to offer or transfer computer viruses or other malicious software, mass emails or unsolicited advertising emails (spamming), or to incite such transmission. Further, the user is obligated not to bypass the security precautions and not to use any means that may be suitable for causing damage to the facilities of these services, such as a negative effect on the structural and logical integrity of the Provider’s server or network.

(3) The user shall be liable to compensate the Provider for any damage arising from content or data for which the user is answerable and which is incorrect or offensive or infringes against any pertinent legal norms, and for damage arising from illegal use of the services.

(4) The Provider is entitled to move, edit or delete content of the user in forums of the Provider if there is justification in doing so and the changes for the user are reasonable.

12. Linking Policy

(1) Insofar as references are made by the services of the Provider to third party content (known as “links”), the following shall apply: Linked content shall be regarded as merely the listing of external content. The Provider does not check this content for correctness and/or completeness, and therefore cannot be held liable for such content.

(2) Insofar as external links refer to the services of the Provider, the following shall apply: Links shall only be permissible if, after the link is clicked, the webpage of the link originator (“linker”) is exited completely. Therefore, the so-called “inline linking” or “framing” or the use of any other technology with which the content of the services of the Provider is integrated into the content of third parties in any form whatsoever or which creates the impression that the content of the service is the content of that third party (i.e. of the linker providing a link to content of the Provider) shall be inadmissible.

(3) Linking to services of the Provider is only admissible with the prior written consent of the Provider. This consent may be obtained by sending an email to support@tradesignalonline.com with precise information about the page to be linked.

13. Usage Rights to the Software, Rights of Reproduction, Access Protection

(1) The user has the right to use the software made available for download under www.tradesignalonline.com and under terminal.tradesignalonline.com (hereinafter “the software”) for the purpose of accessing the services maintained on the server of the Provider.

(2) The user is given a personal right (licence) to use the software. The Provider is entitled to grant easements to third parties.

(3) The user is under an obligation to take suitable precautions in preventing access by unauthorized persons to the software and the documentation.

(4) The user may reproduce the software insofar as that such reproduction is necessary for utilization of the program. “Necessary reproduction” includes installation of the program to the mass storage device of the user’s hardware as well as loading of the program into the computer’s working memory. In addition, the user is entitled to reproduce the software for the purposes of making backup copies.

(5) Designations of the software, in particular copyright labels, trademarks, serial numbers or similar characteristics shall not be removed, altered or defaced.

(6) The user is not entitled to allow any third parties to use, and particularly rent or borrow, the software (including the user manual and other accompanying material), irrespective of whether this is for payment or free of charge and whether limited in time or for an unlimited duration, unless prior written consent has been obtained from the Provider.

14. Installation, Modification and Updates to the Software and the Services

(1) The user himself is responsible for installing the software. To prevent malfunctions in the system’s operation, the user undertakes to use the applications provided only in such a manner that his use does not result in any negative effects on performance and stability of the entire system.

(2) Within the scope of non-gratuitous services, the Provider may undertake reasonable modifications, such as extensions of service or improvements in performance, at any time. The user shall be informed about such modifications. Beyond this scope, the Provider is entitled to effect alterations of the contractual performance, insofar as these are needed to account for changing technical conditions, to uphold the services, or to accommodate legal requirements. These modifications shall be announced to the user at least 14 days before they come into effect; the user is then entitled to dissolve the contract in the sense of this provision, with effect from the start of the modifications, by sending a message to the Provider, upon which any remuneration paid in advance shall be refunded promptly.

15. Reverse Engineering of the Software, Program Modifications by the User

(1) The user is not entitled to modify the software in any way.

(2) Decompilation of the software is prohibited.

16. Suspension of the User Account, New Registration

(1) The Provider is entitled to suspend the user account without prior notice if the user is in serious breach of his contractual obligations, fails to observe justifiable instructions or rules of the Provider, enters a password assigned to him incorrectly more than twice, improperly passes confidential data transmitted to him, such as passwords, to unauthorized third parties or if there is any other reasonable cause to assume that the security and integrity of the services made available by the Provider are being adversely affected by the user or through the account of the user (e.g. by actions affecting the IT infrastructure).

(2) If the user provides content that may possibly violate the rights of third parties and/or infringes the rules of netiquette, then the Provider is entitled to exclude the user from further use of the affected media and services. Section 7 subsections (3) and (4) remain unaffected.

(3) The Provider is entitled to suspend or withhold his performances if the user is in arrears with payment of the remuneration.

(4) If the user account has been disabled in accordance with subsection (1) and particularly in the case of arrears or suspension of the user because of violation of these Terms or the rules of netiquette, then the user is no longer entitled to use the services and may only register again with the express permission of the Provider.

17. Liability

(1) For defects of title and material in software that is made available free of charge, the Provider shall only be liable in cases of intentional or malicious breach of duty.

(2) In all other cases, the Provider shall provide compensation for damages or reimbursement of futile expenditures, irrespective of their legal grounds, only to the following extent:

a) Liability based on intent and warranty shall be without limitation.
b) In the case of gross negligence and the negligent breach of duties which are essential for proper execution of the contract, the violation of which jeopardizes achievement of the contractual purpose, and for which the user relies on regular fulfilment, the Provider shall be liable to the amount of damage typical for such contracts and foreseeable upon conclusion of the contract.
c) The Provider shall not be liable for slight negligence of other obligations.
d) The Provider’s strict liability (without fault) for any defects already existing upon formation of the contract, as set out in Section 536a subsection (1) of the German Civil Code, is excluded.
e) The Provider shall not be liable for malfunctions that do not fall within the responsibility of the Provider, such as failures in the technical facilities of third parties, e.g. disruptions in telecommunications networks and gateways, power cuts and disturbances in the services of other providers, as well as strikes, lock-outs and other events relating to labour disputes.

(3) The above exclusions and limitations of liability shall not apply to damages arising from injury to life, body or health.

(4) The liability according to the Product Liability Act shall remain unaffected.

(5) The above provisions shall also apply in favour of the employees and vicarious agents of the Provider.

18. Termination of the Usage Right

When the contractual period ends, because of notice given or otherwise, the right of the user to deploy the software expires. The user shall destroy all software copies, all documentation (and, if applicable, their copies, summaries or extracts), all copies of the updates including the modifications, and all other confidential or proprietary information still in his possession.

B
Special Provisions
for Use of the Premium Content and Realtime Data
(Tradesignal Online)

1. Separate Agreement / Duration / Termination

(1) The Provider offers the user of “Tradesignal Online” a number of extended non-gratuitous possibilities for use – hereinafter referred to as “Premium Content” – of the services, e.g. Member Service, Reloader Service. The scope of performance depends on the corresponding service description, which is available in the main navigation area under “Shop” at the time of formation of a contract.

(2) A separate agreement is concluded on the use of the services that are available as Premium Content.

(3) The contract is concluded for an indefinite period, unless a fixed duration is agreed. If a fixed term is arranged, the contract ends without any need for explicit termination. In all other cases, agreements on services of the Premium Content can be terminated by the user at any time without prior notice, with effect at the end of the usage period agreed upon in each case. In the case of termination by the Provider, a cancellation period of 2 weeks shall be observed. The provisions of Part A, Section 7 (4) apply in addition.

(4) The right to extraordinary termination for good cause shall remain unaffected.

2. Use of Realtime Data

(1) “Realtime data” are the prices of stock quotations that are supplied in realtime with due consideration of the data transmission time. The usage of realtime data for commercial use or as a self-employed person is only allowed with the declaration as a "professional user".

(2) The user is not permitted to make the realtime data available to third parties, and especially not through the “SnapShot” function. Infringement of this rule gives the Provider the right to exclude the user from further use of the realtime data with immediate effect.

(3) The interactive use of price data or charts in the forum or chat room by the user considers the prices solely in relation to the corresponding scope of performance specified in the contract.

C
Special Provisions
for Use of Tradesignal Online Terminal

(1) The contractual partner in respect of the reception of market data is exclusively TeleTrader Software GmbH and, where applicable, the service providers offering market data free of charge (e.g. Ariva, FXDirekt). Insofar as the user concludes datafeed agreements with TeleTrader Software GmbH, the Provider acts as a representative of TeleTrader Software GmbH. For such contractual relationships, the general terms and conditions of TeleTrader Software GmbH shall apply.

(2) Contracts for the use of Tradesignal Online Terminal are offered exclusively to consumers (a consumer is any natural person who enters into a transaction for a purpose that cannot be prevailling attributed to a commercial or independent professional activity). Use for vocational or commercial purposes is prohibited.

(3) On conclusion of a contract, the user obtains the right to use, for the duration of the contract, the Tradesignal Online Terminal software made available by the Provider.

D
Final Provisions
Information on Third Party Rights'''

(1) Applicable law is the law of Federal Republic of Germany, with exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). In the case of consumers who do not use the services for professional or commercial purposes, the preceding sentence 1 applies only to the extent that such protection is not withdrawn by mandatory provisions of the laws of the state in which the user has his habitual residence.

(2) The sole place of jurisdiction for all disputes arising from this contract shall be Bremen.

(3) If individual provisions of this contract are invalid or cannot be implemented, then the effectiveness of other provisions of the agreement shall not be affected thereby. The invalid or ineffective provision shall be replaced by a ruling which most closely approximates the commercial intent of the invalid or ineffective provision. Should a provision be incomplete, the parties shall formulate a ruling that corresponds most closely to what would have been reasonably agreed by the parties.

© Tradesignal GmbH, 2000 – 2018 alle Rechte vorbehalten.

Published: May 2018