Section B the terms that apply to Expert Advisor.
These Terms and Conditions, consisting of Section A and B apply to Expert Advisor.
The following definitions apply to this Section B in addition to those set out in Section A and related rules of interpretation
- “Confidential Information” all information (whether or not technical) relating to or comprised in the Software or Software Documentation which would appear to a reasonable person to be of a confidential nature, including all know-how and trade secrets.
- “Completion” the completion by you of a Purchase Order for a Product.
- “Encumbrance” any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.
- “Expert Advisor” those Products carrying this name that are programs developed for MetaQuotes Language 4 or 5 (MQL4, MLQ5) and used for automation of analytical and trading processes. They allow for prompt technical analysis of price data and manage trading activities. It can perform analytical and trading operations for any symbols or periods independent on whether the corresponding chart was opened or not.
- “Good Industry Practice” the exercise of that degree of skill, care, prudence, efficiency, foresight, and timeliness as would be expected from a leading company within the relevant industry or business sector.
- “Known Vulnerability” any Vulnerability that has either:
- been assigned a Common Vulnerabilities and Exposures (CVE) number;
- been disclosed to you from to time to time; or
- been disclosed on the internet, or any open public database, such that it would be revealed by reasonable searches conducted in accordance with Good Industry Practice.
- “Latent Vulnerability” any instances of typical classes of Vulnerability, for example, buffer overflows, cross-site scripting (XSS) and Structure Query Language (SQL) injection.
- “Maintenance Release” release of the Product that corrects faults, adds functionality, or otherwise amends or upgrades the Product, but which does not constitute a New Version.
- “New Version” any new version of the Product which from time to time is publicly marketed and offered for purchase by us in the course of our normal business, being a version which contains such differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.
- “Price” the prices quoted for a Product on Our Website, stated excluding VAT. The Price does not include delivery, postage costs or additional or subsequent recoding costs
- “Software” the software used in the Product, more specifically described in the Software Documention and all updates, upgrades, releases, and versions, including:
- the object code; and
- all other works or material recorded or embodied in the software, including the audio or visual content in any screen-displays in the user interface.
- the object code; and
- “Software Documentation” all and any documents (whether in human or machine readable form) relating to the Software, including all operating manuals, and user instruction manuals.
- “Virus” any program which contains malicious code or infiltrates or damages a computer system without the owner’s informed consent or is designed to do so or which is hostile, intrusive, or annoying to the owner or user and has no legitimate purpose.
- “Vulnerability” a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability.
PURCHASE OF Products
- If you wish to purchase and work with Products this means that you will:
- Need to have an operating system or platform to place trades in relevant markets as you instruct using the Product. This operating system or platform will determine the investment universe available to you through which the Product may be used to give effect to your instructions. We may from time to time recommend persons or such operating systems, but the operating system will be provided by a person of your choosing.
- The broker you use to place trades in relevant markets as you instruct will be responsible for the order execution settlement custody and money held by it for you. We have no responsibility under any circumstances for those functions.
- Need to have an internet connection of sufficient resilience and speed to facilitate you placing instructions through the Product to your operating system or Platform by which you place trades. You may choose to operate a virtual private network (VPN). We may from time to time recommend persons to provide the internet connection of VPN, but the operator will be provided by a person of your choosing.
- Need to create your Product Framework by giving us instructions to create and compile a Product, using the built-in “MetaEditor”.
- Setup Product. Before using Product, you have to set it up first. You will have to set the working parameters for your use of the Products.
- Launch Product. To launch a Product, you have to make it talk to your operating system or platform by which you place trades.
- Close Product. In due course you may have to close your Expert Advisor on your computer if you change trading account or renew your hardware. Once it is shut down you should ask for new recoding details.
Products and how they may change
- We provide you with computer software Products. We may periodically change the Products available on our website, their specification or Software. We may stop the supply of any particular Product. No products listed on our website are regulated by any financial services regulator. They are not investment or financial products.
We may periodically change the Price of any Product.
How to buy a Product
- To procure or buy a Product you must use Our Website. The purchase process is set out in Our Website that process involves the following steps:
- you must add the Product(s) you want to purchase to your shopping cart, and then proceed to the checkout;
- you must confirm your order and your consent to the terms of this document and related assessments, you will enter your payment details; and
- once we have checked whether we are able to meet your order, we will either send you an order confirmation (at which point your order will become a binding contract subject to these terms) or we will confirm by email that we are unable to meet your order.
- You shall sign the appropriateness test and send in your documentation once you are happy with the terms.
- You shall send us your chosen platform (MetaTrader 4 or 5) and MetaTrader account number you would like to use the software on.
- Once you have completed the Purchase Order and paid the Price, receipted through our Purchase Order system we sell free from encumbrances, and you shall purchase
- the Product
- a licence to use for your own personal use and a copy of the Software Documentation;
DELIVERY OF SOFTWARE
- We shall deliver, or procure delivery to you of, or make available to you the Product, the Tangible Software Assets on completion of Purchase Order and payment of the Price, save for any source code.
- On completion of a Purchase Order we will tell you how we deliver the Product.
- In consideration of the Price paid by you to us, we grant to you a non-exclusive licence for a term of ten years to use the Product as set out in the Software Documentation.
- In relation to scope of use:
use of the Product shall be restricted to use of the Product in the manner specified in Software Documentation.
use of the Product means loading the Product into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not “use” as the Product is licensed under this licence for use on each computer to which the Product is distributed.
- You may not use the Product other than as specified without the prior written consent of us, and you acknowledge that additional fees may be payable on any change of use approved by us.
- You may make as many backup copies of the Product as may be necessary for its lawful use. You shall record the number and location of all copies of the Product and take steps to prevent unauthorised copying.
except as expressly stated in this clause, you have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Product in whole or in part except to the extent that any reduction of the
- Product to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Product with the operation of other Product or systems used by the Customer, unless we are prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and you shall request us to carry out such action or to provide such information (and shall meet our reasonable costs in providing that information) before undertaking any such reduction.
any third-party product shall be deemed to be incorporated within the Product for the purposes of this licence (except where expressly provided to the contrary) and use of any third-party product shall be subject to the third-party terms.
- You shall indemnify and hold us harmless against any loss or damage which it may suffer or incur as a result of your breach of any third-party terms howsoever arising.
- We may treat your breach of any third-party terms as a breach of this licence.
- You may not use any such information provided by us or obtained by you during any such reduction permitted under clause 1.1(e) to create any product whose expression is substantially similar to that of the Product nor use such information in any manner which would be restricted by any copyright subsisting in it.
You shall not:
- sub-license, assign or novate the benefit or burden of this licence in whole or in part; allow the Product to become the subject of any charge, lien, or encumbrance; and deal in any other manner with any or all of its rights and obligations under this agreement, without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed.
We may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided we give written notice to you. If we intend to do so we may disclose to a proposed interested party any information in our possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is reasonable to disclose for the purposes of the proposal.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- ensure that the number of persons using the Product does not exceed the number of licenses purchased;
- ensure that the Product is installed on designated equipment only,
- You shall permit us to inspect and have access to any equipment, computer equipment, premises (and to the computer equipment located there) at or on which the Product is being kept or used and have access to any records kept in connection with this licence, for the purposes of
- ensuring that you are complying with the terms of this licence, provided that We provides reasonable advance notice to you of such inspections, which shall take place at reasonable times.
We will provide you with all Maintenance Releases generally made available to our customers that use the Product. We warrant that no Maintenance Release will adversely affect the then existing facilities or functions of the Product.
Normally there will be a recoding fee. You have a choice to pay the recoding fee, or continue using your product, on a basis unsupported by us. If you decide not to accept a Maintenance Release, but subsequently chose to do so, you may have to pay for all recoding between your request and the last maintained version of your Product.
- We warrant that, at the date of this agreement:
- we have full power and authority to enter into this agreement
- we are the sole legal and beneficial owner of (or, where relevant, applicant for) the Software Rights which are free from Encumbrances;
- we are unaware of any infringement or likely infringement of any of the Product;
- we so far as it is aware, the exploitation of the Product will not infringe the rights of any third party;
- the Software and Software Documentation contain nothing that is defamatory or indecent
- complete and accurate particulars of the Software are set out in the Software Documentation;
- the Product comprise all software (including associated preparatory manuals and other related documents) and related rights and services which are necessary for you to make exclusive and unrestrictive use of the Software in accordance with Good Industry Practice;
- the Software:
- is functioning properly in accordance with all applicable specifications (including the Software Documentation) ;
- is not defective in any material respect and has not been defective or failed to function during the last year;
- has been developed in accordance with Good Industry Practice;
- does not contain any Virus or Known Vulnerability or Latent Vulnerability and has not within the last 12 months been infected by any Virus or Known Vulnerability or Latent Vulnerability or accessed by any unauthorised person;
- has been operated and used substantially in accordance with the Software Documentation (including any recommendations as to environmental conditions and power supply); and
- meets the requirement for privacy by design and privacy by default.
- the Software Documentation includes sufficient user and technical information reduced to writing and in a commonly readable format so as to enable reasonably skilled personnel in the field to use, operate and maintain the Software without the need for reference to any other
- documents or further assistance from any person;
- there has not been included or used any open-source software (as defined at http://opensource.org/docs/osd), or any other libraries or code, licensed under the General Public Licence (as set out at http://www.gnu.org/licenses/gpl.html) or any similar licence (Restrictive Open Source Code) in, or in the development of, the Software, nor does any element of the Software operate in such a way that it is compiled with or linked to any Restrictive Open Source Code. Without prejudice to the foregoing, no open-source software has been included or used in, or in the development of, any element of the Software in contravention of its applicable open-source licence terms and no third party is asserting or has in the last three years asserted, any such contravention.
- You warrant and represent to us that:
- you are legally capable of entering into binding contracts
- you have full authority, power, and capacity to agree to these terms and conditions
- all the information that you provide to us in connection with your order is true, accurate, complete, and non-misleading; and
- you will be able to take delivery of the Products in accordance with these terms and conditions.
- All of our warranties and representations relating to the supply of products are set out in these terms and conditions. To the maximum extent permitted by applicable law, all other warranties and representations are expressly excluded.
- We as authors of the Software and/or Software Documentation assert our moral rights arising under Chapter 4 of the Copyright, Designs and Patents Act 1988 and so far as is legally possible, any broadly equivalent rights we may have in any territory of the world.