Terms and conditions

Status: June 5, 2026

Translation note: This English version is provided for convenience. In the event of inconsistencies, the German version "Allgemeine Geschäftsbedingungen" applies.

1. Provider and scope

These Terms and Conditions ("Terms") apply to the use of the "Umbre Trading" platform and the related websites, apps, interfaces, backtesting, strategy builder, market-data, and export functions.

Provider:

Maciej Suchowski
Niederbornstrasse 35
60435 Frankfurt
Email: info@umbre.trading

Umbre Trading is intended for users who want to technically design, document, test, and evaluate trading strategies and market data. These Terms apply to business users within the meaning of Section 14 of the German Civil Code (BGB) and consumers within the meaning of Section 13 BGB. Mandatory consumer-protection rules remain unaffected where they apply.

Deviating customer terms apply only if the provider has expressly agreed to them in text form.

2. Service description

Umbre Trading provides digital tools for rule-based trading research workflows. These may include, in particular:

• a visual strategy builder,
• backtests and batch backtests based on historical data,
• analysis of backtest results, metrics, simulated trades, and logs,
• market-data checks, coverage and gap analyses,
• API access, exports, and API keys,
• organization-based user and role management,
• documentation, support, and administration functions.

The specific scope of services is determined by the product description shown at the time the contract is concluded, the selected plan, any Enterprise agreements, and the technical limits of the platform.

Umbre Trading is not an exchange, broker, trading venue, custodian, payment service provider for financial instruments, or system for automated order execution. The platform does not broker financial instruments and does not place trades for customers.

3. No investment, financial, tax, or legal advice

All content, data, backtests, signals, rules, metrics, exports, examples, documentation, and other platform results are provided exclusively for technical analysis, simulation, documentation, and research support.

They do not constitute investment advice, financial advice, investment brokerage, portfolio management, tax advice, legal advice, a request to buy or sell financial instruments, a recommendation to hold or dispose of assets, or any other individual advice.

The provider does not review the customer's personal circumstances, including investment objectives, risk tolerance, knowledge, experience, financial situation, tax situation, or regulatory obligations. Customers make investment, trading, and business decisions independently and at their own risk.

Backtest results and historical market data are hypothetical. Past results, simulated returns, strategy metrics, win rates, drawdowns, or other analyses do not allow reliable conclusions about future results.

4. Market data, backtests, and technical assumptions

Market data may be incomplete, delayed, incorrect, not tradable, incorrectly aggregated, or affected by technical failures. Backtests are based on data, parameters, model assumptions, fees, slippage, liquidity, timing, and execution assumptions that may differ from real market conditions.

The customer must independently review all platform outputs before using them for any business, regulatory, tax, financial, or operational purpose. This applies in particular to:

• historical and current market data,
• data coverage, gaps, and freshness,
• strategy logic and rule conditions,
• trading costs, slippage, liquidity, and executability,
• export files and API responses,
• metrics, charts, and reports.

The provider does not owe any specific profit, performance, tradability of a strategy, completeness of individual market-data sources, or suitability of the platform for a specific investment decision.

5. Contract conclusion and registration

The presentation of plans, features, and prices on the website is not a legally binding offer, but an invitation for the customer to submit an offer.

A contract is concluded when the provider confirms the registration, order, or checkout, grants access, or enters into an individual agreement in text form.

The customer must provide correct, complete, and current information during registration and ordering. Access credentials, API keys, and other authentication methods must be kept confidential and protected from third-party access.

If a person acts for an organization, that person represents that they are authorized to represent the organization. The organization is responsible for actions by its users where those actions occur through organization access, invited accounts, or API keys.

6. Plans, trial periods, prices, and payment

The provider may offer free, paid, recurring, one-time, and individually agreed plans. The prices, billing intervals, currencies, taxes, seats, trial periods, limits, and service features shown in the checkout, offer, or contract are authoritative.

If a plan includes a free trial period, its duration is shown during checkout. After the trial period ends, the plan may convert into a paid subscription if this was clearly indicated during checkout and the customer does not cancel before the trial period expires.

Recurring subscriptions renew automatically for the agreed billing interval unless they are cancelled before the current period ends. For consumers, the mandatory statutory requirements for terminating continuing obligations also apply.

Seat-based plans may be billed based on the number of users, members, or active seats. If additional seats are added, additional fees may arise under the displayed terms.

Payments may be processed through external payment service providers. The terms and privacy information of the respective payment service provider may also apply to the payment process.

The provider may change prices for future billing periods. Price changes for active subscriptions will be communicated to the customer in good time. If the customer objects to a material price change, the provider may terminate the affected plan at the end of the current billing period, provided no mandatory statutory rights prevent this.

7. Right of withdrawal for consumers

Consumers may have a statutory right of withdrawal for distance contracts. Details are set out in the separate withdrawal information provided to consumers before the contract is concluded.

Business users have no statutory right of withdrawal.

Where digital services or digital content are provided immediately, the statutory rules on the start of performance, compensation for value, and any expiry of the right of withdrawal apply only in accordance with the statutory requirements and the separate consumer information.

8. Usage rights and permitted use

For the duration of the contract, the customer receives a simple, non-exclusive, non-transferable, and revocable right to use Umbre Trading within the selected plan.

The customer may not misuse the platform. In particular, the following are not permitted:

• circumventing limits, security mechanisms, or access controls,
• scraping, crawling, or automated mass access outside the provided APIs,
• reverse engineering, decompilation, or reconstruction of essential platform functions, except where mandatorily permitted by law,
• use to distribute unlawful, misleading, or manipulative content,
• use for market manipulation, insider trading, or other unlawful trading activities,
• sharing API keys or access credentials with unauthorized third parties,
• impairing the availability, integrity, or security of the platform.

The provider may set reasonable technical limits for API access, exports, backtests, batch runs, data periods, storage, users, and organizations.

9. Customer content and data

The customer retains their rights to their own strategies, rules, configurations, backtest setups, organization data, and other content they provide.

The customer grants the provider the rights required to perform the contract, including the rights to store, process, display, back up, technically reproduce, and use this content for operating the platform.

The customer is responsible for ensuring that their content is lawful and does not infringe third-party rights. The provider is not obligated to review customer content in advance, but may block or remove unlawful or obviously abusive content.

10. Availability, maintenance, and platform changes

The provider strives to provide reasonable platform availability. Uninterrupted, error-free, or constant availability is not guaranteed unless an express service level agreement exists.

The platform may be affected by maintenance, updates, security measures, technical disruptions, infrastructure failures, payment service providers, market-data sources, or other third-party providers.

The provider may further develop, change, replace, or discontinue features where this is required for security, stability, technical development, legal requirements, abuse prevention, or economically reasonable platform operation and does not unreasonably impair the purpose of the contract.

For consumer contracts involving digital products, the statutory update, defect, and change rights take precedence.

11. Third-party providers and external data sources

Umbre Trading may integrate services, data, software, infrastructure, market data, payment processing, or interfaces from third-party providers. The provider is not responsible for the content, availability, accuracy, or legal permissibility of external sources where the impairment lies outside the provider's area of responsibility.

Access to certain features may depend on third-party providers continuing to provide their services, interfaces, data, or licenses. Changes by third-party providers may result in changes, restrictions, or discontinuation of individual platform functions.

12. Customer obligations and compliance

The customer is responsible for their use of Umbre Trading and for complying with all laws, professional, supervisory, trading, tax, and compliance obligations applicable to them.

This applies in particular to rules on financial instruments, market abuse, inside information, anti-money laundering, export control, data protection, IT security, tax documentation, and retention obligations.

The customer may not present platform data or platform outputs as individual recommendations, guaranteed forecasts, or investment decisions reviewed by the provider.

13. Defect rights

The statutory defect rights apply. For business users, the limitation period for defect claims is twelve months where legally permissible and where no mandatory rights prevent this.

For free services, the provider is liable for defects only in accordance with the statutory rules for free services.

The customer should report disruptions, defects, or security incidents to the provider as specifically and promptly as possible so that they can be reviewed and remedied.

14. Liability

The provider is liable without limitation for damage caused by intent and gross negligence, for damage resulting from injury to life, body, or health, under the German Product Liability Act, and to the extent of expressly assumed guarantees.

In the case of simple negligence, the provider is liable only for the breach of essential contractual obligations. Essential contractual obligations are obligations whose fulfillment is necessary for the proper performance of the contract and on whose compliance the customer may regularly rely. In this case, liability is limited to the typical, foreseeable damage for the contract.

In all other respects, the provider's liability is excluded to the extent permitted by law.

The above limitations of liability also apply in favor of the provider's legal representatives, employees, vicarious agents, and representatives.

Liability for trading losses, lost profits, unrealized investment success, customer misjudgments, unrealized market opportunities, or damage resulting from unchecked adoption of backtest or market-data results exists only in accordance with the above liability rules.

15. Term, termination, and suspension

Free access may be terminated at any time. Paid subscriptions run for the billing interval specified in the checkout or contract and may be cancelled through the provided account settings, customer portal, or in text form.

Ordinary termination generally ends paid access at the end of the current billing period, unless deviating mandatory consumer rights apply.

The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the event of material breaches of contract, abusive use, payment default, security risks, or unlawful use of the platform.

The provider may temporarily block access, organizations, API keys, or individual functions where this is necessary to prevent security risks, abuse, technical disruptions, unlawful use, or material breaches of contract.

16. Data protection

Information on the processing of personal data is contained in the provider's privacy policy. The customer is responsible for not entering personal data of third parties into the platform without a legal basis.

Where the customer uses Umbre Trading as a controller within the meaning of the GDPR and the provider processes personal data on behalf of the customer, the parties will conclude a data processing agreement if required.

17. Confidentiality

The parties treat the other party's confidential information confidentially. Confidential information includes, in particular, technical, business, financial, product-related, and strategic information that is not publicly known.

The confidentiality obligation does not apply to information that is publicly known, lawfully received from third parties, independently developed, or required to be disclosed due to statutory obligations.

18. Changes to these Terms

The provider may amend these Terms if there is an objective reason for doing so, in particular changes in law, case law, platform functions, technical requirements, payment processing, or security requirements.

Changes will be communicated to the customer in good time. If the customer objects to a change, the provider may terminate the contract at the end of the current billing period where continuation under unchanged terms is unreasonable. Mandatory consumer rights remain unaffected.

19. Dispute resolution

The provider is not obligated and not willing to participate in dispute resolution proceedings before a consumer arbitration board.

20. Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. For consumers, this choice of law applies only to the extent that it does not deprive them of the protection of mandatory provisions of the law of the state in which they have their habitual residence.

If the customer is a merchant, legal entity under public law, or special fund under public law, the place of jurisdiction for all disputes arising from or in connection with the contract is Frankfurt am Main.

If any provision of these Terms is or becomes invalid, the validity of the remaining provisions remains unaffected. The statutory provisions apply in place of the invalid provision.