Terms and Conditions of Service

This Contract Of Service Provision (hereinafter also referred to as just "Contract" or "Agreement") is made between:
UCapital24 S.p.A. , a company incorporated under the laws of Italy with registered office at Via Dei Piatti 11, 20123, Milan (MI), C.F., P.IVA and Company Registry No. 10144280962
- Hereafter also just "Provider", "UCapital24" and "We" (when used in the first person) -
e
The User upon requesting the Services, upon express acceptance by making payment, accepts this agreement jointly with the:
- General Terms and Conditions;
- Disclaimer;
- Privacy Policy & Cookie Policy.

- hereinafter also just "Client" -

Hereinafter, the Supplier and the Customer will also be referred to jointly as the "Parties" and individually as the "Party"

WHEREAS.
(A) Pursuant to the applicable mandatory regulations UCAPITAL24 is an accredited legal entity, by way of example but not limited to, to offer in the EU zone the Service provided for in this Contract (hereinafter jointly referred to as the "Services"), on a free performance basis;
(B) The Parties wish to offer and use the Services in accordance with the provisions contained therein and the General Terms and Conditions available on the UCAPITAL24 Portal;
(C) The Parties have agreed to make the provision of the services as better specified below stable and governed by this Agreement. Therefore, the Agreement, governed by the current provisions of the applicable Mandatory Regulations, shall be deemed to be concluded directly between Us (UCAPITAL24 S.P.A. ) and the customers.
All of the above stated and considered, the Parties

AGREE AND STIPULATE THE FOLLOWING

1. RECALLED PREMISES AND DOCUMENTS
   The Introduction and the documents referred to form an integral and substantial part of this Agreement. For anything not governed by the Agreement, please refer to the documents specifically referred to.

2. DEFINITIONS
   The Parties agree to establish the following definitions for the purpose of the timely interpretation of the terms of this Agreement and that therefore the terms set forth herein, where given with a capital initial letter and except where otherwise expressly indicated, shall have the following meanings, with the clarification that terms defined in the singular shall be understood to refer also to the plural and vice versa:
1. "Contract": means this Contract;
2. "Effective Date" means the date of acceptance and/or signing of this Agreement;
3. "Confidential Information" means any information provided under and for the purposes of this Agreement by and/or on behalf of the Provider to the Customer, whether in writing, in other tangible and tangible form or orally or otherwise learned by the Customer in the use of the Services;
4. "Industrial and Intellectual Property Rights." shall mean all rights owned by the Supplier or its Affiliates, relating to any patent, registered trademark, de facto trademark, domain name, copyright, utility model, ornamental model, know-how, trade secret, likewise any rights owned by the Interested Party or its Affiliates, relating to any information, data, knowledge design, project, element, database, function, process, system, technique, technology, software, formula, algorithm, method, procedure, patented or patentable, howsoever expressed, as well as the proprietary rights of each of the Parties, relating to any development, improvement, adaptation, modification, alteration, implementation, in whole or in part, of the foregoing;
5. "Services" means the Services better specified in Article 4 below and, in any case, the activities rendered by the Supplier to the Customer in performance of the Contract directly or as an intermediary party.
3. OBJECT OF THE CONTRACT
   3.1 By accepting this Agreement, the Customer entrusts the Supplier, who accepts, to perform the Services as follows. Anything not expressly stated, therefore, shall be deemed excluded from the scope of this Agreement. Any additional requirements shall, be regulated by separate agreements between the Parties.
4. SUPPLIER'S SERVICES, COMMITMENTS AND STATEMENTS
1. The Supplier, by acceptance of this Agreement, for the consideration set forth in Article 6 below, agrees in particular to offer to the customer, the following Services:
1. Provide software dedicated to the management and processing of reference assets, with a slavish license. The software should in no case be understood as a portfolio manager but, rather, as a tool that through certain algorithms allows the user to develop specific Trading strategies. The user remains in full control of the Trading account at all times, deciding independently the underlying on which to invest, the strategy to be used, how to enter and exit the market, and everything related to money management and the risk/return profile.
2. Provide trading signals of one or more reference assets, as well as the correct parameters for setting up the dedicated software (henceforth collectively the "Indicators") by means of a dedicated guide. Through strict adherence to the Indicators, the Provider offers guidance and information that may later prove useful in enabling the customer to invest independently in the purchase and sale of financial services (the "Transactions").
2. UCapital24, at its full discretion, may provide Indicators:
1. in relation to any Transaction that has been the subject of a Customer's request for information, by means of generalized information, i.e., rendered in a standard form in favor of a generality of subjects;
2. related to the correct setting and operation of the dedicated software;
3. By means of information related to the actual market situation.
3. With the understanding, however, that Indicators cannot be considered as investment advice. This is on the understanding that Transactions for financial instruments are executed by the Client on an independent basis. Where an Indicator is issued (whether in response to a Client request or otherwise) the same does not constitute investment advice and does not give rise to any claim.
4. The Provider reserves the right to choose the best mode of execution in its sole discretion to provide the Indicators. The Customer's negotiations will therefore not be executed by UCAPITAL24, but by the User on an independent basis. It is agreed from the outset that, except as otherwise provided in this Contract, the Provider has no obligation:
1. to verify the eligibility of any Transaction carried out by the Client, especially if it contravenes the Supplier Indicators;
2. to monitor or advise you on the status of any Operation;
3. To make coverage requests; or;
4. except where required by the applicable Mandatory Regulations) close any Position you have opened; regardless of any previous action taken by us in connection with any other Transaction.
5. The Provider, in performing the services set forth in the preceding articles, does not provide any investment, legal, legal or any other type of advice. You may elect to seek independent advice from a third party in connection with any Transaction you intend to enter into. You are required to rely on your own judgment (with or without the assistance of an advisor) in opening or refraining from opening Positions. The Vendor warrants only software that is dedicated to the management and development of strategies for referenced assets.
6. The Supplier is hereby indemnified against any damage or delay caused by:
1. Malfunctions in the operation of the Customer's equipment;
2. Careless use of the Indicators or failure to comply with them.
7. We therefore encourage you to check that you have the necessary expertise and experience in order to understand the risks associated with these financial instruments and to seek independent advice from third parties if necessary. You should also carefully read our Risk Disclosure contained in the General Terms and Conditions. Positive performance experienced by your investment in the past is not indicative of positive future results.
8. The Client acknowledges and agrees that the Services covered by this Agreement are not, and cannot be construed, on the basis of any applicable legislation, as financial intermediation services (in the broadest possible sense).
5. CUSTOMER COMMITMENTS AND STATEMENTS
1. The Customer declares that he/she has carefully understood and evaluated all contractual conditions under this Agreement and any other documents referred to.
2. The Customer represents and warrants that at any time, both during the performance of the Contract and, where applicable, after its expiration or otherwise termination for any reason:
1. shall hold Supplier harmless and indemnified (together with its directors, officers, agents, partners, Affiliates, licensees, assigns, and assigns) from and against any and all claims made or arising out of any third party or parties and/or authorities, which are a consequence of and/or conflict with the representations, warranties, and/or content provided by Customer and/or its obligations under this Agreement;
2. shall hold Supplier harmless and indemnified (together with its directors, officers, agents, partners, Affiliates, licensees, successors and assigns) from any and all costs or expenses, losses, legal and professional fees, damages, lost profits, business interruption expenses, and any other expenses of whatever nature, even if not recoverable, which it has incurred or suffered as a direct or indirect result of the use of the Services.
3. Customer also acknowledges and agrees that the Services covered by this Agreement are characterized by ever-changing technology and extreme volatility, for these reasons Customer acknowledges that no representations or warranties, express or implied, are made as to the accuracy, reasonableness, functionality, fitness for purpose, and economic worthiness of the Services offered (except for willful misconduct and gross negligence as required by law).
4. The Customer, in addition to the above and the documents referred to therein, agrees to make the following representations and warranties:
1. the data communicated to us in your subscription form and at any time thereafter are true and accurate in all respects;
2. you are duly authorized to accept and observe this Agreement, to open and close each Transaction and to comply with the obligations arising from the Agreement and the Transactions as well as to take all necessary steps to authorize such stipulations, performance and execution;
3. you will be bound by this Agreement and will open and close each Transaction recognizing the Indicators as merely generalized Information Services, and not as investment advice, with the Provider having no ability to intervene in the process by substituting itself for your choices;
4. any representative of You at the opening or closing of a Transaction will have been duly authorized to perform such acts on Your behalf, as must be (if You are a corporation, partnership or trust) the person who will sign this Agreement on Your behalf;
5. you have obtained all authorizations and clearances from public and other entities required in connection with the Operations covered by the Indicators, further stating and warranting that such authorizations and clearances are in full force and effect, all related conditions have been and will be fulfilled, and there are no situations that would cause their renewal to be revoked or denied;
6. the execution, compliance and performance of this Agreement and each Transaction will not violate any law, ordinance, charter, statute or decree applicable to you, nor the laws of the jurisdiction in which you are resident, nor any agreement binding on you or concerning any of your assets;
7. if you are an employee or principal of a financial services agency or other company that has control over the financial operations in which employees and principals operate, you must inform us about this condition and any limitations that apply to Your Transactions;
8. you will not use the Indicators for purposes other than those set forth in this Agreement, as well as agree not to disclose our Indicators or Services to third parties (for any purpose);
9. you will use the Services offered under this Agreement in good faith and, to that end, you will not use electronic devices, software, algorithms, or any practices (including, but not limited to, latency abuse, price manipulation, or timing manipulation) that aim to manipulate or unfairly exploit the way we create, deliver, or communicate our Indicators;
10. will promptly notify any change of account and broker having understood that, the software license, is linked and linkable to only a single account. Therefore, the license and Services will no longer be functional where there is a change of the same without prior notice to the Provider. Likewise, the Customer agrees that, should he come to request the shift of the license to a new account, he will be obliged to provide the Supplier with the broker's express statement sanctioning the closure and unusability of the old account. In the absence of this, the shift is not possible. In such an eventuality, the Supplier shall be indemnified from any damages and claims, as well as may discontinue services while being entitled to compensation.
6. FEE FOR SERVICES AND METHOD OF PAYMENT
1. As a global and all-inclusive fee for all services performed in implementation of this Agreement, the Client agrees to pay the Supplier the amount as described on the Website. (the "Fees"):
2. All payments to be made under this Agreement will become due immediately upon delivery of the Services.
3. Commission payments shall be made as follows:
   Bank transfer - IBAN: IT04 K010 0501 6060 00000 002671; payable to: UCAPITAL24 S.P.A. - Banking institution: BNL;
   Other mode provided on the website and accepted under the General Terms and Conditions.
4. Additional payment information, if any, will be notified to the Customer in writing (including by e-mail), and following the opening of an account on the basis of the information provided and requested, an appropriate license will be provided.
5. In the event that the Customer fails to comply with the obligations of this Contract (even in part), the Supplier, upon written objection, shall have the right to suspend not to provide the Services related to this Contract by demanding, however, in full, the amount agreed upon in the preceding points.
6. The Provider, at its sole discretion, may offer affiliation bonuses to the Client for introducing additional patrons to the service. Everything regarding affiliations is governed by the recalled Terms and Conditions.
7. Regarding the taxation of income that may arise from the Transactions, the Client is solely responsible for the correct declaration and compliance thereof. Therefore, the Client is solely responsible for paying the taxes due and for delivering to each competent tax authority any information regarding the trades made. For the purposes of the correct fulfillment of tax obligations, the Client declares that he/she is tax resident in Italy and undertakes to promptly notify the Italian Branch of any changes in his/her tax residence. Regardless of the tax regime you select, you agree that it is not appropriate for you to rely on any information we may provide to you or any opinions we may express regarding the tax treatment of the trades you make with us, and that such information and opinions do not constitute tax advice.
8. There are no refunds for partial use of the Services.
7. CONTRACT DURATION, TERMS OF IMPLEMENTATION
1. This Agreement ratifies the prior understandings between the Parties effective as of its execution and shall be valid for the period of time indicated in Section 6.1. There is no minimum term in the case of a perpetual license. Upon expiration of the specified term, the Parties shall come to a new acceptance of this Agreement. Therefore, the Customer may, within 7 days after the expiration of the above-mentioned term, contact the Supplier for a renewal of the License. Any operation and tacit renewal clause is excluded.
2. In the event of inaction on the part of the Customer for more than 2 weeks after the request for documents or payments as well as any other provision referred to in Article 6, the Supplier, upon written objection, shall have the right to suspend the Services related to this Contract by demanding, however, in full, what was agreed upon in the preceding points for the period during which the Services were used, equal to twelve additional monthly payments.
8. EXPRESS TERMINATION CLAUSE - SITUATIONS OF EXPRESS DEFAULT
1. Except as otherwise provided for in this Contract, and without prejudice to any further remedy provided by law as well as any claim for damages, Supplier shall have the right to terminate this Contract pursuant to Article 1456 of the Civil Code in the event of a breach by Customer of even one of the provisions set forth in Articles: 5 (Commitments and Declarations of Customer), 6 (Fee for Services and Payment Method), 7 (Duration of Contract), 10 (Confidentiality Obligations) and 13.
2. Termination pursuant to Article 1456 of the Civil Code shall be effective from the date of receipt of the notice sent by the Supplier to the Customer.
3. Each of the following situations constitutes an "Expressed Event of Default" for the purposes of this Contract
1. A non-payment by the Client to UCAPITAL24 or any other Related Company;
2. Failure of the Customer to fulfill any of its obligations to the Supplier;
3. Any Transaction or series of Transactions, or any realized or unrealized loss on any Transaction or series of Transactions opened by You(s), that results in the exceeding of any limit (or otherwise) established against You in Your dealings with Us;
4. The death or legal incapacity of the Client (for individuals);
5. Bankruptcy or liquidation proceedings brought against the Client by a third party (if the Client is a natural person) or proceedings for the appointment of a receiver or liquidator (if the Client is a company, trust, or partnership), or (in any case) if the Client enters into an agreement or arrangement with creditors, or other similar or analogous proceedings;
6. Any statement of commitment or warranty, made by the Customer in this Contract or on the basis of other documents, which is or becomes unfounded or mendacious;
7. Fraud or deceptive behavior of the Client;
8. A material or persistent breach of any condition of this Agreement by the Customer.
4. If an Event of Default occurs, at any time, in our discretion and reasonableness, and notwithstanding our right to modify or terminate any further relationship on the basis set forth above, we may terminate any further enjoyment of Services while requiring everything in this Agreement.
5. For the avoidance of doubt, our rights under Clause 8.3 are complementary and shall not affect our right to modify or terminate this Contract or to terminate any contractual relationship.
   
   
9. PROCESSING OF PERSONAL DATA
1. The Supplier, for the sole purpose of managing the Contract, processes personal data concerning the Customer and related parties, knowledge of which, while not mandatory, is necessary to establish and execute the Contract, for the fulfillment of related regulatory obligations and for the possible exercise or defense of rights. Such data are kept in computer files for the duration of the contractual relationship and for the time required by law for administrative and accounting purposes, without prejudice to the need for storage for additional periods for defensive purposes. These data will be known by the authorized personnel of the Supplier and transmitted only to those involved in the business process and who process them in fulfillment of specific legal obligations, as well as to companies that, as data processors, carry out technical and organizational support activities. Data subjects may exercise their rights under Regulation (EU) 2016/679 by contacting the Supplier's operational headquarters.
2. The Client warrants that under no circumstances, with the exception of willful misconduct or gross negligence on the part of the Supplier, will it make any claims, even in response to requests from third parties and/or authorities, on any grounds whatsoever in connection with the obligations herein concerning the processing of personal data.
   
   
10. CONFIDENTIALITY OBLIGATIONS
1. The Parties, without prejudice to compensation for further damage, undertake not to disclose in any way, to treat confidentially and to use for the sole purpose of the performance of the obligations under this Agreement the "Confidential Information" communicated or learned, for any reason whatsoever, of the other Party (including Indicators in this exception) as well as the "Industrial and Intellectual Property Rights". The Parties undertake to inform their representatives, exponents, employees, collaborators, etc., if any, of their obligations with respect to the Confidential Information. The Customer acknowledges the exclusive ownership of the Industrial and Intellectual Property Rights vested in the Supplier or its Affiliates and expressly agrees not to infringe, deposit, register, protect, even indirectly, the Industrial and Intellectual Property Rights of the Supplier or its Affiliates.
2. Disclosure of the Indicators to third parties may be pursued by the Supplier and shall not be deemed compensable solely by economic loss. The obligations of the Parties shall survive the termination, for any reason, of this Agreement and shall cease to be effective when all Confidential Information becomes public knowledge through no fault of their own, subject to compensation for further damage.
3. The obligations of the Parties shall survive the termination, for whatever reason, of this Agreement and shall cease to be effective when all Confidential Information becomes public knowledge through no fault of their own, subject to compensation for further damage.
   
   
11. MAJOR FORCE.
1. In no event shall either Party be liable for any loss, cost, damage, or expense caused by delay or failure to perform any of its obligations under this Agreement, if such failure is due to Force Majeure causes such as, but not limited to, war, guerrilla acts public riots or disturbances, earthquakes, storms, floods, fires, natural disasters, accidents, pandemics, shortages of raw materials, boycotts, acts or orders of governmental authorities (whether valid or not), interruption of the supply of electricity, gas, telephone and internet utilities due to causes beyond the control of the Party. Upon the occurrence of any of the above events or circumstances, the Party shall promptly notify the other, and shall incur no liability for failure to perform its obligations so long as the effects of the event or circumstance preventing performance persist. As soon as such effects cease, performance will resume.
2. The Parties agree that any delay in the performance of the obligations under this Contract of reasonable duration due to Force Majeure shall not be invoked as a cause for its termination.
   
   
12. COMMUNICATIONS
1. Any communication of the Parties, pertaining to this Contract, may also be sent in writing by sending a registered letter with return receipt to the address in the foregoing, or email to the email addresses herein:
1. Provider: info@ucapital24.com
2. Customer: email provided at the time of registration or contact request.
2. Under no circumstances will not notices be considered valid if sent by any other means of communication such as, for example and not limited to, SMS, MMS, chat, etc. The Supplier shall be relieved from any liability if the Customer has not taken cognizance of the notices or communications regularly received. Each Party shall notify the other, in writing, of the change, during the course of the Contract, of its address and/or fax number and/or e-mail and/or P.E.C. The change will be effective from the date on which the other Party receives the relevant notice. Until then, all communications sent to the old addresses will be considered valid for all purposes.
13. GENERAL PROVISIONS
1. The Contract contains all the agreements made between the Parties; it cancels and supersedes any other agreement previously made between them, written or verbal, in relation to its subject matter. For anything not governed by the Contract, please refer to the applicable legal provisions and the documents specifically referred to.
2. Partial invalidity or ineffectiveness of this Contract will not automatically result in its total invalidity or ineffectiveness.
3. The forbearance of either Party in the face of the other Party's breach of any of the provisions of the contract shall not constitute or be construed as forbearance of subsequent breaches of contract attributable to that Party. The rights and remedies of UCAPITAL24 under this Contract may cumulate.
4. Any amendments, modifications and/or additions to this Contract must be agreed between the Parties and subsequently confirmed in writing, under penalty of nullity.
5. Each Party does not appear to have any power of representation on behalf of or for the other.
6. Customer acknowledges the exclusive ownership of the Industrial and Intellectual Property Rights in Supplier or its Affiliates and expressly agrees not to infringe, deposit, register, protect, even indirectly, the Industrial and Intellectual Property Rights of Supplier or its Affiliates. The Supplier assumes the same obligations with respect to the "Industrial and Intellectual Property Rights," as just specified, of the Customer.
7. Any warranty, express or implied, that has been provided to the Customer shall cease to exist where the settings of the submitted software are altered from those provided or expressed in the Indicators. Even where the software is then set back to its original condition, any warranty, express or implied, that has been provided to the Customer shall be deemed to be disclaimed.
8. The Supplier guarantees the functionality of the supplied software, and of the pedigree Indicators, only if the settings provided or expressed in the Indicators are adhered to.
14. JURISDICTION
1. In the event of any dispute concerning the interpretation, validity, execution, effectiveness and termination of this Contract and anything else that is in any way related to it, it is established between the Parties, the application of Italian law and the exclusive jurisdiction of the Court of Milan.


Place and Date Milan, 11/05/2022

UCAPITAL24 S.P.A.


THE USER
FOR ACCEPTANCE BY MAKING PAYMENT

Although all the clauses of this contract have been specifically negotiated, the parties, pursuant to and in accordance with Articles 1341 and 1342 of the Civil Code. declare that they specifically approve the following articles: 3 (Subject matter of the Contract), 4 (Services and Commitments of the Supplier), 5 (Commitments and Declarations of the Client), 6 (Fee for Services and Payment Method), 7 (Duration of the Contract, Terms of Realization), 8 (Express Termination Clause), 10 (Confidentiality Obligations), 11 (Force Majeure), 13 (General Provisions) and 14 (Jurisdiction).


UCAPITAL24 S.P.A.


THE USER
FOR ACCEPTANCE BY MAKING PAYMENT