Scope / amendment of the General Terms and Conditions
The following General Terms and Conditions ("GTC") shall apply to all present and future business transactions, contracts and business relationships, in any case and in particular also to transactions with/on online or electronic platforms (such as https://www.trality.com, https://app.trality.com, https://app.beta.trality.com) as well as mobile applications ("App"; App together with online or electronic platforms the "Platform"), between TRALITY GmbH, FN 504493 b ("TRALITY") and persons who visit or use the Platform and/or users of the App as well as persons who use one or more services and functions offered on the Platform ("Services") and meet al requirements in accordance with the Platform ("Users"; the User and TRALITY together the "Parties" and each a "Party"), in each case in the version valid at the time of conclusion of a contract, even if no express reference is made in each case to the GTC.
These GTC apply both to consumers and to entrepreneurs within the meaning of the Austrian Consumer Protection Act (Konsumentenschutzgesetz "KSchG").
Insofar as reference is made to "consumer" in this GTC, these are natural persons in accordance with the applicable legal definition of consumers, such as at present for whom the purpose of using the services offered on the Platform or the purpose of using the App cannot be attributed to a commercial, independent of freelance activity, i.e. a transaction with TRALITY is not part of the operation of their business.
Insofar as these GTC refer to "entrepreneurs", these are persons to whom the respective definition of consumer does not apply, such as currently, a natural or legal person or partnerships with legal capacity, for whom the use of the Services offered on the Platform or the use of the App belongs to the operation of their business. The distinction between consumer and entrepreneur is made in accordance with the applicable law, such as the KSchG.
By ticking the appropriate box during registration on the platform, the User accepts these GTC and declares his agreement with the content. The GTC can be retrieved, downloaded, printed and stored on the respective storage of the User.
TRALITY expressly rejects any deviating general terms and conditions of the User. Deviating or supplementary general terms and conditions of the User shall not become part of any contract, even if they have not been expressly rejected.
The provisions of these GTC may be amended by TRALITY at any time without giving reasons. The User will be informed about the amendments made in the GTC by mail and upon log in on the Platform and can agree to the amended GTC by clicking an OK button during the log in on the Platform. In case of a User who is an entrepreneur, the changes shall be deemed accepted if the User does not object to them in writing by e-mail to firstname.lastname@example.org within 10 days of receipt of the aforementioned notice. In the event of a lack of consent and/or, if the User is an entrepreneur, a timely objection to the changes, the contractual relationship between the User and TRALITY shall continue in accordance with the GTC in the version prior to the announced amendments.
Conclusion of a contract
TRALITY only offers services and access to the Platform to those persons who are of legal age. The User declares to be at least 18 years old. The time of the respective conclusion of the contract between the User and TRALITY is governed by the following provisions. The User shall only be notified separately of the conclusion of the contract if so provided for in the following provisions or required by law. The fulfilment of the contract shall be carried out immediately after the conclusion of the contract.
Every user who is to be classified as a consumer hereby expressly wishes TRALITY to begin fulfilling the contract prematurely, i.e. before the expiry of any right of withdrawal on the part of the User.
The User hereby expressly declares, that, in case the account of the User on the Platform is linked to an electronic wallet or exchange account ("Wallet") via application programming interface (“API”), the User has the power of disposal over the Wallet whether as owner, or as authorised representative.
The User is informed and acknowledges, that the current version of the Platform is a beta version. Therefore, the Platform is of an early stage and free of charge or any cost for the User.
Services by TRALITY
TRALITY offers Users on the Platform the possibility to program algorithmic trading programs ("Bots"), whereby the User is provided with various programming models, at the sole discretion of TRALITY. It is expressly stated that TRALITY shall not serve as a trading centre for cryptographic block-chain-based digital information units ("Cryptoassets") or other goods of any kind. TRALITY does not accept or receive, transmit or place any trade orders. All trade-related processes relating to Cryptoassets or other goods of any kind shall take place exclusively with third parties. TRALITY merely provides the software for programming, testing and deploying (which means live-, mirror- and paper-trading) Bots of Users.
The User expressly agrees that TRALITY may change or remove functions and Services on the Platform at any time in its sole discretion. The User also acknowledges that there may be temporary interruptions to the Platform and the temporary suspension of Services due to maintenance work and system and/or software updates.
Registration / Login Data
In order to be able to use the Services provided by TRALITY on the Platform, the User undertakes to register on the Platform by providing TRALITY with valid and truthful information in accordance with the registration form. The User will only be able to make use of the Services provided on the Platform once registration has been successfully completed.
TRALITY is entitled to reject Users at its own discretion without giving reasons and to change any of the criteria for the registration at any time before concluding a transaction. A User is expressly not entitled to demand the transmission of the result of a possible rejection of TRALITY or to derive claims of any kind whatsoever from a known result of a possible rejection, to the extent legally permissible.
The User registers itself on the Platform with its mail address and a password (the "Login Data"). The User undertakes to keep the Login Data secret and to protect the Login Data from access by unauthorised third parties. The User is solely responsible for the secrecy and protection of the Login Data. If the User passes on the Login Data to third parties, the User undertakes to bind the third party to comply with these GTC. The User shall be liable for all disadvantages suffered by TRALITY if he fails to make the aforementioned transfer. However, the above provision shall not apply in the event of misuse of the Login Data by third parties for which the User is not at fault. In the event of loss of the Login Data or if it is suspected that unauthorised third parties have gained knowledge of the Login Data, the User is obliged to notify TRALITY immediately by email to email@example.com, so that a blocking of the customer account can be initiated. Registration on behalf of third parties or transfer of the User's account to third parties is not permitted.
The tab "Create Bots" offers Users tools to create and store their own Bots on the platform by using the tools as provided for by the platform.
Via the Platform, TRALITY provides the User with standard settings of a source code ("Templates") on which a bot may be created. It is expressly stated, that these Templates are no recommendation or suggestion of any kind, but shall provide the User merely with a basic structure on which the Bot may be built.
Back-testing: During the process of creating a Bot, the User is provided with the possibility to test the created Bot (the "Back-Testing"). During the Back-Testing, the provided services search for any technical problems in the created Bots (i.e. code errors). In addition, in the course of the Back-Testing process, the User can also test the outcome of the Bot by running a demo with the created Bot with historical data available from Cryptocurrency exchanges on the Platform. The User expressly declares, that it is understood, that the process of Back-testing is no guarantee for future economic success – please also see clause 7.4.
Tutorial: On the Platform, the User can find a tutorial in which useful tips relating to the Platform, the Services provided and the creation of Bots can be found. The tutorial shall help the User navigate through the Platform and optimise its use of the Services. The User understands and acknowledges that the tutorial shall and must not be considered an investment advice or any other proposal on how to create or use a Bot.
TRALITY Documentation: Via https://docs.trality.com ("Docs"), TRALITY, besides the Platform, built a knowledge base on the various possibilities of how to program a Bot. Docs is an additional service that shall help the User to create and implement a strategy for the Bot. The User understands and acknowledges that Docs shall and must not be considered an investment advice or any other proposal on how to create or use a Bot. The website https://docs.trality.com is hosted at and maintained by Gitbook (https://www.gitbook.com); TRALITY only provides the content for the Users.
Marketplace: Via the Platform, TRALITY provides the possibility for Users to follow Bots from other Users of TRALITY. The Bots followed send trading signals to the followers account. A software solution on the Platform forward these signals to the respective Exchange of the following User for trading with their Cryptocurrencies on the account of the following User. The User understands and expressly acknowledges, that the service on the Platform, which enables a User to follow Bots of other Users, shall and must not be considered an investment advice or any other proposal by TRALITY. It remains the free and unaffected choice of each User, whether he follows one or several Bots.
TRALITY offers the User the possibility to enable the Bot(s) for live trading on a connected exchange (Live Trading). For Live Trading, the Bot needs to utilize an API of the User in respect of the exchange. Via such API the Bot may communicate with the respective exchange and place sell and buy orders respectively. The User is obliged to test and to check whether the Bot is compatible with the exchange and/or its API in respect of the exchange, from time to time. TRALITY does not assume any liability for any compatibility with the exchange from time to time.
The user understands and expressly acknowledges the risks related to live trading, including, in particular, but not limited to, the risks stated in section 8 of this GTC. TRALITY does not assume any liability in respect of the API, the functionality of the API, the compatibility of the Bot on the Platform with the exchange and with functions of the API, any settings of the User with such exchange or different verification levels. The User is solely responsible to provide for the respective settings and/or verification levels necessary or useful to operate the Bot with the exchange. Further, TRALITY does not assume any liability for any internet connections with the exchange, in particular, but not limited to, in respect of any bandwidth, ping time, or any other details of any internet connection.
Licencing: TRALITY agrees to grant the User a non-exclusive license to use the software services on the Platform. TRALITY reserves the right to exclude the User from such services without any notice and without any grounds in the sole discretion of TRALITY, in particular, if the User has breached one of his obligations under this GTC without curing such breach within 14 days or, if the User creates a Bot which does not comply with the rules and regulations of a Cryptoasset exchange used by the Bot, or if the User has breached any law in connection with the function of the Bot.
Payment and delay of payment
If the user enables one (or several) Bot(s) for Live Trading via the Platform, the User will be charged a monthly fee (the "Fee") by TRALITY. Therefore TRALITY offers the User the following payment options: a recurring credit card payment system and/or SEPA-payment system; payment via Stripe or Paypal (the "Payment Method").
When signing up for Live Trading, the User is obliged to deposit his payment information subject to the Payment Method used by the User (the "Payment Account") with TRALITY. The respective Fee shall be immediately payable and due on the first day of each calendar month in advance. Thus, the User shall authorize TRALITY to charge the Payment Account in accordance with the general terms and conditions applicable for the Payment Method used by the User for payment. The User is obliged to provide sufficient funds on the due date. If collection via the Payment Method is not possible (e.g. insufficient funds), the User will bear any resulting costs (e.g. credit card fees). In such a case, the provisions of point 8.9 and 8.10 apply equally.
The User is in delay with a payment if the respective payment cannot be charged from the Payment Account because of insufficient funds or any other reason attributable to the User.
In the case of delay of the User, TRALITY shall be entitled to charge any fees related to such delay, in particular, but not limited to, any dunning fees (a total amount of at least EUR 10.00 up to a maximum of EUR 20.00 will be charged). In case TRALITY engages a third party with any dunning and collection services, TRALITY shall be entitled to additionally charge any additional expenses charged by the third party and in compliance with the "Verordnung des Bundesministers für wirtschaftliche Angelegenheiten über die Höchstsätze der Inkassoinstituten gebührenden Vergütungen" (BGBI Nr. 141/1996 idgF), to the extent that these are reasonable and necessary to cover adequate prosecution costs.
The User and TRALITY are each entitled to terminate the contracts concluded in respect of the Platform ordinarily at the end of each month, without the observance of any notice period. Both parties shall be entitled to terminate the contract extraordinarily with immediate effect for cause, in particular, but not limited to, in case of violation of contract.
Exception to the right of withdrawal
Pursuant to Art 11 of the Austrian Distance Transaction Act (Fern- und Auswärtsgeschäfte Gesetz "FAGG"), a consumer is entitled to withdraw from a distance contract or a contract concluded outside business premises within 14 days. The period begins with the day of the conclusion of the contract (Art 11 para. 2 lit 3 FAGG). TRALITY shall expressly inform the consumer that, at the express request of the consumer, performance of the contract may commence prior to expiry of the withdrawal period. In this case the consumer loses his right of withdrawal. By ticking the appropriate box during registration on the platform, the consumer expressly consents to immediate performance of the contract by TRALITY. The User acknowledges that this terminates the right of withdrawal in favour of consumers within the meaning of the KSchG for Services offered on the Platform pursuant to Art 18 para. 1 lit 11 FAGG.
Obligations of the User to cooperate
The User undertakes to do everything in his power to ensure the rapid performance of the contract and to refrain from doing anything that could thwart or jeopardise the performance of the contract. The User shall immediately notify TRALITY of any defects or other problems in connection with the Platform and the Services offered and enable TRALITY to remedy them.
The User must ensure that the technical requirements for receiving e-mails from TRALITY are met at all times.
Risks The user understands and accepts the risks listed below in connection with the use of the platform and the services provided with it. These include in particular the following risks:
Software risk: The Platform and Services provided by TRALITY are still under development and are subject to constant change. It cannot be ruled out that the software is not yet fully developed and contains weak points or errors that may restrict the use of the Platform and the Services and the trading based on the Bots.
Regulations: To date, the Platform provided and the Services rendered by TRALITY have not been subject to any significant regulatory restrictions. It is also TRALITY's intention not to be subject to any financial market regulations at this stage. However, it is expressly pointed out that the Services offered may be extended to the extent that certain financial market regulations apply to TRALITY or the Services offered via the Platform in the future and that this may also have an impact on Users.
Internet dangers and loss: The platform provided by TRALITY and the associated Services can become the target of physical or electronic attacks. This could lead to the loss of data (such as personal data or other data provided or created by the User). Data could also be taken away unlawfully and used for abusive or fraudulent purposes (such as phishing or spoofing). The User will carefully check messages and communications from TRALITY and check whether the messages or communications originate from TRALITY if there are any uncertainties regarding the authenticity of a message or communication.
No guarantee of success: The use of the TRALITY Platform and the Services offered is no guarantee that the User will derive economic success from it. The Platform provided by TRALITY merely offers the User the possibility of programming a Bot, which can thus be linked to the User's Wallet in which Cryptoassets are stored. A back-test of a Bot programmed by the User himself, any prior virtual trading on historical data or real time data with no connection to an Cryptoasset exchange or any other testing possibly carried out on the Platform, in no way guarantees economic success when using the Bot in live trading. Furthermore, TRALITY expressly informs the User, that there is a certain risk that flawless execution of transactions at certain prices and quantities may occur. Due to the fact, that transactions are carried out on certain Cryptoasset exchanges, there may be a spread in price and/or quantity between the executed transactions as compared to the order generate by a Bot (e.g. Slippage). For Users who follow a certain Bot, it might be the case that the following User might not have the chance to generate the same prices and quantities as the Bot he follows due to volatility on the market.
General market risk: The Bot programmed by the User himself does not guarantee economic success. The User is aware that the value of Cryptoassets is subject to a general market risk and thus to fluctuations in value and price. TRALITY has no influence on the values and prices of traded Cryptoassets or other goods or assets.
Taxes: The use of the Platform, the Services offered with it or a Bot and especially the resulting transactions can have tax effects at the level of the customer. The User expressly declares that he/she will clarify any tax effects and obtain appropriate advice (e.g. from a tax advisor). The User also expressly declares that he/she will not hold TRALITY or any party associated therewith (in particular consultants, employees and other contractual partners) liable for tax obligations.
The administration of the Platform and the associated Services is carried out by TRALITY with the necessary due care. The User is aware that interruptions, failures or other errors and problems may occur in both of the software (i.e software bugs) and the hardware of internet-based and experimental technology services. TRALITY will try to find solutions to such problems as far as possible. In any case, TRALITY does not assume any obligations and in particular any liability for damages that may result or occur from interruptions, failures or other errors and problems of or in connection with the Platform and the Services offered and/or the software, in particular in case of not intended trades or false trades, which may lead to a financial and/or other damage of any User.
The User is aware that technology-based and experimental systems may be subject to maintenance work or development measures (software updates) and that interruptions to the Platform and the associated Services may occur.
To the extent permitted by law, TRALITY shall only be liable on whatever legal grounds if damage was caused by gross negligence or wilful misconduct by TRALITY. TRALITY's liability for slight negligence is excluded to the extent permitted by law, with the exception of personal injury. TRALITY's liability for damages arising directly or indirectly for the User or for third parties on the basis of the information provided by the User is expressly excluded. The User is responsible for the accuracy, including technical accuracy, of his own information. Further TRALITY does not assume any liability in connection with the implementation of orders at any third-party platform and/or exchange.
TRALITY expressly points out that no liability is assumed for the processing of transactions based on the Bots. This applies in particular to damage caused by interruptions or other systemic failures as well as special features of third parties (e.g. server downtime, internet outage, non-availability of APIs, programming and/or system errors on the part of a trading centre or exchange for Cryptoassets).
The User is aware that TRALITY has no influence on the placement and/or execution of transactions with third parties. TRALITY makes no warranties or representations regarding the timelines, size or volume of transactions based on the Bots. Liability is also excluded for any delayed transactions or transactions that have not been completed in the desired form.
TRALITY provides the Platform and the associated Services 24 hours a day, 7 days a week. According to the current state of the art, there is no procedure that can guarantee the faultlessness of software. Accordingly, interruptions in data transmission may occur during use of the Platform and the Services offered. TRALITY shall not be liable for disruptions, errors, delays and other obstacles to performance that occur during the transmission of content via the Internet, unless these are caused by gross negligence or intent.
TRALITY's systems are protected against attacks by hackers and viruses at TRALITY’s best efforts and to the extend technically reasonably. However, the risk of such attacks cannot be excluded. If a virus or hacker attack is not caused by TRALITY's grossly negligent or intentional neglect of the security settings, TRALITY shall not be liable for the resulting damage, whatsoever.
The use of the Platform and the associated Services (such as the Tutorial, Docs or templates provided) shall be at the user's own responsibility and risk. TRALITY accepts no liability of any kind for the Services provided to the Users via the Platform. Any Services of TRALITY are for supporting purposes only and may at no time be understood as investment advice or any other proposal on how to use the Platform or Services.
TRALITY accepts no liability for loss of data or computer damage arising from the retrieval of data via the Platform.
TRALITY shall not be liable for any third-party content made available on the Platform by other third parties (e.g. external links, banners or other information and advertising offers), as the case may be, to which TRALITY has created a link.
Claims for damages of a User who is an entrepreneur expires six months after knowledge of the damage and the damaging party, but no later than two years after TRALITY's conduct giving rise to liability.
TRALITY hereby reserves all copyrights and IP-rights as used on or in connection with the Platform or the Services provided, including external Services (Docs)- The Platform, the associated Services and the underlying software are protected by copyright and may not be used or modified beyond the granted right of use without the prior written consent of TRALITY. Similarly, the design of the Platform and, in particular, the contents posted on the Platform (e.g. photos, images or texts) are protected by copyright and are subject to other laws for the protection of intellectual property and TRALITY is entitled to the rights thereto, unless otherwise indicated.
The direct or indirect references offered on the Platform to external content (e.g. external links, banners or other information and advertising offers) are provided in the interest of the User, as the case may be. The content offered is not designed, edited or otherwise evaluated by TRALITY. TRALITY has no influence on these contents; access to them is the sole responsibility of the User. It is not possible to monitor the content of linked platforms on an ongoing basis.
TRALITY's data protection provisions apply to all Users and are an integral part of these GTC. They can be accessed on the website under https://www.trality.com/privacy. By ticking the appropriate box during registration on the Platform, the User accepts the data protection provisions and agrees to their content.
Applicable law and jurisdiction
These GTC as well as all agreements made between the Parties are subject to Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict rules of international private law. In the case of consumers, this choice of law shall only apply insofar as the protection granted by the mandatory provisions of the law of the country of the consumer's residence is thereby not jeopardized.
The competent court in Vienna, Innere Stadt, is responsible for all claims arising from disputes arising from the contractual relationship. This shall not affect the right of the User to sue at any other mandatory legal venue. For all actions brought by TRALITY against a User who is to be qualified as a consumer and who has his domicile, habitual residence or place of employment in Austria due to disputes arising from the contractual relationship, one of the courts in whose district the consumer has his domicile, habitual residence or place of employment shall have jurisdiction. For users who do not have a residence in Austria at the time of the conclusion of the contract, the legal places of jurisdiction shall apply.
TRALITY is entitled to transfer the contractual relationship with the User, if it is an entrepreneur, to third parties without the prior written consent of the User.
Each contracting party shall bear the taxes, levies or fees resulting for it from the contractual relationship itself. Any legal transaction fees shall be borne by the User if the User is an entrepreneur.
TRALITY expressly reserves the right to rename or change the buttons named in these GTC with quotation marks and execution marks. The names of the buttons in these GTC shall be judged by their meaning and not by their express wording.
Should individual provisions of these GTC be or become invalid, this shall not affect the remaining content of the GTC. The invalid provision shall be replaced by a valid provision which is legally valid and comes as close as possible to the economic purpose of the invalid provision.
Deviations from these GTC, supplementary agreements or any conflicting terms and conditions of the User shall only be effective if confirmed in writing by TRALITY. This also applies to the agreement to waive this formal requirement. In the event of contradictions between these GTC and deviating written agreements between the contracting parties, the provisions of the deviating agreements shall take precedence.