Legal
Terms & Conditions
Please read these terms carefully before using this website or licensing our software. By using either, you accept them.
Draft for internal review — to be finalised with counsel before launch
1. Who we are
Numera Technologies OÜ (the "Company", "we", "us") is a software company. We develop and license algorithmic trading software. We are not a broker, dealer, exchange, custodian, fund, collective investment scheme, portfolio manager, investment advisor or financial institution, and we are not registered or licensed as any of those. We do not provide investment, financial, legal, accounting or tax advice.
2. What we provide
Subject to a separate written licence agreement, we grant a limited, non-exclusive, non-transferable, revocable right to use the software for your own personal or internal business purposes for the term of the licence. All intellectual property in the software, its logic, models, documentation and branding remains ours. You may not copy, modify, reverse engineer, decompile, resell, sublicense, white-label, redistribute or provide access to the software to any third party.
3. What we do not provide
We do not take custody of, hold, control, receive, pool or manage client funds or digital assets at any time. We do not execute trades on your behalf as your agent, we do not exercise discretion over your account, and we do not accept deposits. The software operates on an account that you open, own and control, using access credentials that you generate and may revoke at any time. We hold no withdrawal or transfer rights over your account.
4. No advice and no recommendation
Nothing on this website, in our documentation, or in any correspondence constitutes advice, a recommendation, an inducement, a solicitation or an offer to buy, sell or hold any instrument, or to adopt any strategy. We do not assess the suitability or appropriateness of the software, of trading generally, or of any venue for you. Any decision to license, deploy, configure or run the software, and any decision about the capital you expose to it, is made by you alone. Where a particular trading venue is required for technical compatibility, that requirement is a statement of integration, not an endorsement, recommendation or referral of that venue, and your relationship with that venue is governed solely by their terms.
5. Your responsibilities
- You confirm you are of legal age and legally permitted to use the software and to trade in your jurisdiction.
- You are solely responsible for compliance with all laws, regulations, licensing requirements, tax obligations and reporting duties applicable to you.
- You are responsible for the security of your account credentials, API keys, devices and connectivity.
- You are responsible for monitoring your own account, for the configuration and limits you select, and for stopping the software if you no longer wish it to operate.
- You will not use the software for any unlawful purpose, including market abuse, manipulation, or circumvention of sanctions.
6. Risk acknowledgement
You acknowledge that trading, and in particular leveraged and digital asset trading, involves a substantial risk of loss and is not suitable for everyone. You may lose some or all of your capital. Any performance information we publish relates to accounts we operate ourselves and is historical; it is not a prediction, projection, guarantee or assurance of any future result. Automated systems can be affected by market volatility, gaps, illiquidity, venue outages, API failures, latency, connectivity loss, incorrect configuration and other conditions outside our control. See our Risk Disclaimer.
7. No warranty
The software and this website are provided "as is" and "as available" without warranties of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, non-infringement, uninterrupted availability or profitability. We do not warrant that the software will be error-free, that it will operate without interruption, or that it will achieve any particular outcome.
8. Limitation of liability
To the maximum extent permitted by applicable law, we shall not be liable for any trading losses, lost profits, lost opportunity, loss of data, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or in connection with the software, this website, or your trading activity, whether based in contract, tort, negligence, strict liability or otherwise, even if advised of the possibility of such damages. Our aggregate liability for any claim shall not exceed the total licence fees you paid to us in the three (3) months immediately preceding the event giving rise to the claim. Nothing in these terms excludes liability that cannot lawfully be excluded, including liability for fraud or for death or personal injury caused by negligence.
9. Indemnity
You agree to indemnify and hold us and our officers, employees and contractors harmless from any claim, demand, loss, liability, cost or expense (including reasonable legal fees) arising from your use of the software, your trading activity, your breach of these terms, or your breach of any law or third-party agreement, including the terms of any trading venue.
10. Fees, term and termination
Licence fees are payable in advance as set out in your licence agreement and are due regardless of trading outcome. Any pricing shown on this website is indicative and subject to change; the licence agreement governs. We may suspend or terminate access immediately for non-payment, breach of these terms, suspected unlawful use, or where required by law. Unless otherwise stated in your agreement, fees already paid are non-refundable.
11. Availability, changes and third parties
We may modify, suspend, update or discontinue the software, any feature, any supported venue integration, or this website at any time. The software depends on third-party services, including trading venues and infrastructure providers, whose availability, terms, fees and conduct are outside our control and for which we accept no responsibility.
12. Restricted persons and jurisdictions
The software is not offered to, and may not be used by, any person in a jurisdiction where such offer or use would be unlawful, or where it would require registration or licensing that we do not hold. It is your responsibility to determine whether you may lawfully use it. We may decline or terminate any licence at our discretion.
13. Changes to these terms
We may update these terms from time to time. The version published on this page applies to your continued use of the website. Material changes affecting an active licence will be handled under that licence agreement.
14. Governing law
These terms are governed by the laws of the jurisdiction stated in your licence agreement, and the courts of that jurisdiction have exclusive jurisdiction over any dispute. Where no licence agreement is in place, the governing law is that of the Company's place of establishment.
15. Priority of documents
In the event of any conflict, the signed licence agreement prevails over these terms, and these terms prevail over any marketing or descriptive content elsewhere on this website.
16. Contact
Questions about these terms: contact us.