Terms of Service

These Terms of Service (the "Terms") apply to all contracts between Orion Quant Technologies GmbH, Ober-Roden-Strasse 3, 5760 Saalfelden, Austria, company register no. FN 674111 s, VAT ID ATU83149647 (the "Provider"), and its customers regarding the provision and licensing of the OrionQuant Engine software and related services.

These Terms apply to both consumers and businesses. A consumer is any person who enters into the contract for purposes that are predominantly outside their trade, business, or profession (Section 1 of the Austrian Consumer Protection Act, KSchG). A business is any party that is not a consumer.

In the event of any conflict between an individual agreement (in particular the License and Payment Agreement) and these Terms, the provisions of the individual agreement shall prevail.

The version of these Terms in force at the time the contract is concluded shall govern. For German-language contracts, the German version is binding; the English version is provided for translation purposes only.

The Provider supplies software-based solutions for the technical support of automated execution and trading-related processes.

The scope of services is strictly limited to the provision, licensing, and technical operation of software.

The software enables rule-based automation of predefined processes and does not make independent economic or discretionary decisions.

No investment advice, portfolio management, or individual financial recommendations within the meaning of Austrian or European financial-supervisory law, in particular the WAG 2018, are provided.

The Provider has no access to client funds, no authority over trading accounts, and does not execute transactions on behalf of users.

All decisions regarding the use, configuration, and deployment of the software remain solely with the user.

The exact scope of services is defined by the agreed license and the service description in force at the time the contract is concluded.

All trading decisions and the resulting outcomes are made solely at the user's own risk.

The software provided does not constitute a financial instrument, investment advice, or portfolio management.

Backtests, simulations, and historical evaluations serve solely for the technical illustration and validation of system logic. They do not constitute a forecast or any assurance of future results.

Market developments, liquidity, volatility, regulatory changes, and technical conditions may cause actual results to deviate significantly from historical simulations.

The Provider gives no guarantee for returns, performance, capital preservation, or economic results.

Use of the software is granted, depending on the agreement, as a time-limited license (in particular a paid trial license or monthly license) or as a perpetual (lifetime) license.

The same conditions apply to all paid license types, including paid trial and monthly licenses, as to the perpetual license, in particular with respect to the service description, allocation of risk, statutory warranty, liability, and the right of withdrawal.

Unless expressly agreed otherwise, each license is valid for a single user or a single account only.

For a time-limited license, the right to use the software ends automatically upon expiry of the agreed term, unless an extension or a perpetual license is agreed.

Ordinary termination is permitted only within the scope of the agreed term. Mandatory statutory rights of termination and withdrawal available to consumers remain unaffected.

The software and all associated rights remain the property of the Provider.

The customer is granted only a limited, non-transferable right of use within the scope of the contractually agreed license.

The right of use is subject to the condition precedent of full payment of the agreed license fees. Until all outstanding amounts have been paid in full, the Provider is entitled to restrict or deactivate access to the software.

Any transfer, duplication, provision, sublicensing, or assignment of the software or the granted usage rights to third parties is prohibited without the Provider's prior written consent.

The customer is prohibited from reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code of the software, except to the extent expressly permitted by mandatory law, in particular for the purpose of achieving interoperability under the copyright provisions applicable to computer programs.

The Provider is not a broker, not a trading venue, and not an infrastructure provider.

The software is used in conjunction with third-party providers, in particular brokers, trading platforms, and VPS or hosting providers.

The Provider has no control over the services, systems, or conditions of such third-party providers, in particular over:

Any list of compatible brokers or infrastructure providers made available by the Provider is provided solely for technical reference. No recommendation, advice, or evaluation in an economic or regulatory sense is given.

The selection, use, and integration of third-party providers is the sole responsibility of the user.

The software is provided as a technical solution for independent use by the customer. Operation takes place on infrastructure selected by the customer and is outside the Provider's direct control.

The Provider does not guarantee uninterrupted or continuous availability of the software, in particular where limitations result from technical circumstances, third-party services, customer infrastructure, or external systems.

Planned maintenance activities or technical adjustments are limited to the provision of the software itself.

No entitlement to a specific level of availability, response time, system performance, or to the provision of specific updates or support services is granted unless expressly agreed.

This provision does not affect the statutory warranty rights (Section 9).

For consumers, the statutory warranty provisions apply, in particular under the Austrian Consumer Warranty Act (VGG) for digital services and under the Austrian Civil Code (ABGB). These rights are neither restricted nor excluded by these Terms.

The Provider warrants that, upon provision, the software conforms to the agreed specifications and is fit for the contractually intended use. Where a defect exists, the consumer is entitled to the statutory warranty remedies.

For businesses, the warranty is limited to repair or replacement; the warranty period for businesses is twelve months from provision. No warranty is given to businesses for defects resulting from faulty configuration by the customer, from third-party services, or from circumstances for which the Provider is not responsible.

The warranty relates to the technical functioning of the software. It does not constitute any assurance of economic results (see Section 3).

For consumers, the Provider is liable, in accordance with statutory provisions, for damages caused intentionally or through gross negligence. Liability for slight negligence is excluded to the extent permitted by law; this exclusion does not apply to personal injury or to cases in which an exclusion of liability is not legally permitted.

For businesses, liability for slight and gross negligence is excluded to the extent permitted by law; liability for personal injury remains unaffected.

To the extent permitted by law, the Provider's liability for pure financial losses, loss of profit, capital losses, and for indirect and consequential damages is excluded. This applies in particular to damages or losses resulting from market activities, market movements, the use of automated systems, or decisions and configurations made by the customer.

The Provider is furthermore not liable for disruptions, failures, or damages caused by third-party providers, in particular brokers, VPS providers, or external data sources.

Mandatory statutory provisions, in particular under the Austrian Product Liability Act and the Consumer Protection Act, remain unaffected.

The commencement of performance is the enabling of an active access to the customer area (activation); this takes place after receipt of payment or upon a submitted payment confirmation. Until this access is enabled and until the aforementioned conditions are met, the right of withdrawal remains in effect.

Businesses have no statutory right of withdrawal.

License fees are due in advance.

If the customer opts for a monthly payment model and fails to meet a payment deadline, the Provider is entitled to temporarily suspend the functionality of the software from the calendar day following the due date.

At its sole discretion, the Provider may grant a grace period of up to seven (7) calendar days, in particular in cases of delayed payment or where a contract renewal has not yet been completed. There is no entitlement to such a grace period.

Statutory default interest remains unaffected.

The Provider is entitled to amend these Terms for good cause, in particular due to legal, technical, or organizational changes.

Existing customers will be informed of changes in an appropriate manner (in particular by email) at least six weeks before they take effect. The changes shall be deemed approved if the customer does not object within six weeks of receiving the notice. The customer will be specifically advised of this consequence in the notice.

If the customer objects within the deadline, the contract continues on the existing terms; in this case the Provider is entitled to terminate the contractual relationship by ordinary notice with effect from the date the change takes effect. For businesses, notification of the amended version is sufficient.

All legal relationships between the parties are governed by the law of the Republic of Austria, excluding the referral provisions of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

For consumers, this choice of law applies only to the extent that it does not deprive the consumer of the protection of mandatory provisions of the law of the country of their habitual residence.

For claims against consumers, only the court of the consumer's domicile, habitual residence, or place of employment has jurisdiction (Section 14 KSchG). For contracts with businesses, the registered seat of the Provider is agreed as the place of jurisdiction.

Should individual provisions of these Terms be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

In place of the invalid or unenforceable provision, a valid and enforceable provision shall be deemed agreed which most closely reflects the economic purpose of the original provision. For consumers, the statutory provision shall replace any invalid provision.

(Complete and return this form only if you wish to withdraw from the contract. Its use is not mandatory.)

The pre-filled model withdrawal form is available for download as a Word document: