DRAFT FOR LEGAL REVIEW — NOT YET IN FORCE. Company details, extra fee rates and other items in [BRACKETS] are pending. The separate Risk Disclaimer referenced below is not yet presented at sign-up.
Effective date: [DATE] · Version: 1.0 · Last updated: [DATE]
1. Who we are
These Terms and Conditions ("Terms") form a binding agreement between FluxGeko [FULL NAME] FZ-LLC, a free zone company registered with the Ras Al Khaimah Economic Zone (RAKEZ) under licence number [LICENCE NUMBER], registered office [REGISTERED ADDRESS], Ras Al Khaimah, United Arab Emirates ("FluxGeko", "we", "us") and you, the person or entity using our services ("you", "User").
By creating an account, connecting an exchange account, or using any part of the Service, you confirm that you have read, understood and agree to these Terms and to the separate Risk Disclaimer, which forms part of this agreement.
If you do not agree, you must not use the Service.
2. Definitions
"Service" — the FluxGeko platform, including the execution engine, strategy pipeline, policy engine, dashboards, APIs, documentation and related software.
"Exchange" — any third-party trading venue you connect to the Service, including Binance, Kraken, Coinbase and Bybit.
"API Credentials" — the keys, tokens or credentials you provide to allow the Service to interact with your Exchange account.
"Trade Intent" — a proposed order generated by the Service's reasoning layer before validation.
"Order" — an instruction transmitted to an Exchange following validation.
"Strategy Parameters" — the risk limits, position limits and configuration settings you select.
"Risk Disclaimer" — the separate risk document you accept at sign-up, incorporated into these Terms.
3. What we are, and what we are not
3.1 FluxGeko provides execution software infrastructure. The Service converts trade intent into validated instructions, applies deterministic risk and policy checks, and transmits Orders to Exchanges on your instruction and under parameters you set.
3.2 We do not provide investment advice. Nothing produced by the Service, including trade intent, signals, confidence scores, strategy templates, analytics or documentation, is investment advice, a recommendation, a solicitation, or an offer to buy or sell any asset. We are not your investment adviser, broker, dealer, portfolio manager or fiduciary.
3.3 We do not manage your money. You retain sole ownership and control of your Exchange accounts and the assets in them. We never take custody of your funds or assets. We never hold withdrawal permissions. We do not exercise discretion over your capital. All Strategy Parameters, and every decision to enable or disable execution, are yours.
3.4 We do not guarantee outcomes. We make no representation or warranty as to profitability, returns, performance, accuracy of signals, or the suitability of any strategy for your circumstances.
4. Eligibility
4.1 You must be at least 18 years old and have full legal capacity.
4.2 If you use the Service on behalf of an entity, you warrant that you are authorised to bind it.
4.3 You confirm you are not located in, resident in, or acting for any person in a jurisdiction where use of the Service, or trading of the relevant assets, is prohibited or would require us to hold a licence we do not hold. [COUNSEL: list restricted jurisdictions. Consider excluding the United States, and any market where marketing crypto derivatives to retail clients is restricted.]
4.4 You confirm you are not subject to sanctions administered by the United Arab Emirates, the United Nations, the United States Office of Foreign Assets Control (OFAC), the European Union or the United Kingdom, and are not acting for any sanctioned person or entity.
4.5 You confirm you have sufficient knowledge and experience of automated and leveraged trading to evaluate the risks in the Risk Disclaimer, and that you can bear the total loss of any capital you deploy.
5. Accounts, API credentials and security
5.1 You must provide accurate registration information and keep it current.
5.2 You are responsible for safeguarding your account credentials and for all activity under your account. Two-factor authentication is mandatory.
5.3 API Credentials. You will provide API Credentials scoped to the minimum permissions required. You must not enable withdrawal permissions on any API key connected to the Service. We will never request withdrawal permissions and we will never ask for your Exchange account password.
5.4 We store and transmit API Credentials using [DESCRIBE ACTUAL MEASURES: encryption at rest, key management, access controls]. You acknowledge that no method of transmission or storage is completely secure.
5.5 You may revoke API Credentials at any time through your Exchange. Revocation stops execution but leaves any open position unmanaged. See Section 9.4.
5.6 Notify us immediately at [SECURITY EMAIL] of any suspected unauthorised access.
6. Your responsibilities
You are solely responsible for:
- selecting and configuring your Strategy Parameters, including all risk and position limits;
- deciding what capital to deploy and on which Exchanges;
- monitoring your positions, balances and open Orders;
- complying with the terms of every Exchange you connect;
- all taxes arising from your trading activity;
- complying with all laws applicable to you, including securities, derivatives, tax and anti-money-laundering laws in your jurisdiction.
7. Fees and charges
7.1 What we charge. Fees are published on the FluxGeko subscription page (/html/subscribe.html) and may include:
- Subscription fee: a recurring charge for access to the Service. Basic: US$20 per month; Plus: US$50 per month; Pro: US$100 per month.
- Execution fee: calculated on executed volume or on orders transmitted. [RATE / BASIS]
- Premium modules: optional charges for advanced strategy modules. [AMOUNTS]
7.2 Fees are activity-based, not performance-based. Fees are earned when the Service performs the function you enabled. Fees are payable regardless of whether your trading is profitable. You will be charged on losing trades as well as profitable ones.
7.3 No refunds for trading losses. No fee is refundable on the grounds that a trade, a strategy, or a period of activity resulted in a loss.
7.4 Exchange costs are separate. Trading fees, maker and taker fees, funding rates, spreads, network fees and any other charge levied by an Exchange are charged by that Exchange, not by us, and are your responsibility.
7.5 Payment. Fees are payable in advance in US dollars via Stripe. [CONFIRM the processor accepts this business category before launch.]
7.6 Late or failed payment. If payment fails we may suspend access after [NOTICE PERIOD]. Suspension stops execution but does not close your open positions, which remain your responsibility.
7.7 Changes to fees. We may change fees on [NOTICE PERIOD] days' written notice, effective at your next billing cycle. If you do not accept a change you may terminate under Section 17.
7.8 Taxes. Fees are exclusive of any applicable tax, including UAE VAT where applicable, which you pay in addition. [COUNSEL: confirm VAT treatment for a free zone company supplying services to non-UAE customers.]
8. Risk
8.1 You acknowledge that you have read and accepted the Risk Disclaimer, which forms part of these Terms and sets out in full the risks of trading, leverage, automation, execution, technology failure, third-party dependency, AI output, regulatory change and early-stage software.
8.2 In summary, and without limiting the Risk Disclaimer: trading digital assets can result in the total loss of your capital, and in leveraged positions losses may exceed the capital you deploy.
8.3 Past performance, including any performance figure we publish, is not indicative of future results and is not a promise.
9. Service availability
9.1 We aim to provide a reliable Service but do not guarantee uninterrupted or error-free operation. No uptime commitment is given unless agreed in a separate written service-level agreement.
9.2 We may suspend the Service for maintenance, upgrades, security or emergency reasons, with notice where reasonably practicable.
9.3 We may modify, restrict or discontinue any feature at any time.
9.4 Open positions. You remain responsible for any position opened through the Service, including during an outage, after suspension of your account, and after this agreement ends. We do not undertake to close, hedge or manage open positions at any time. You must maintain the ability to manage positions directly through your Exchange.
10. No warranty
10.1 The Service is provided "as is" and "as available".
10.2 To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, non-infringement, and any warranty arising from course of dealing or usage of trade.
10.3 We do not warrant that the Service will meet your requirements, that defects will be corrected, or that the Service is free of harmful components.
11. Limitation of liability
11.1 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under UAE law, including liability for fraud, gross negligence or wilful misconduct.
11.2 Subject to 11.1, we are not liable for any trading loss, including loss arising from market movement, slippage, partial or non-execution, liquidation, missed opportunity, or Orders placed, amended, cancelled or not placed by the Service.
11.3 Subject to 11.1, we are not liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, goodwill, data or anticipated savings, however arising.
11.4 Subject to 11.1, our total aggregate liability under these Terms shall not exceed the total fees you paid us in the [THREE (3) / TWELVE (12)] months immediately before the event giving rise to the claim.
11.5 These limitations reflect the allocation of risk between the parties and are a fundamental basis of the bargain. You accept that our fees would be materially higher if we assumed liability for trading outcomes.
12. Indemnity
You agree to indemnify and hold harmless FluxGeko, its officers, employees and contractors against any claim, loss, liability, damage, cost or expense (including reasonable legal fees) arising from your use of the Service, your breach of these Terms, your breach of any Exchange's terms, your violation of any law, or any third-party claim relating to your trading activity.
13. Acceptable use
You must not use the Service to:
- engage in market manipulation, spoofing, layering, wash trading or any abusive practice;
- launder money, finance terrorism, evade sanctions, or conceal the proceeds of crime;
- trade on material non-public information;
- circumvent an Exchange's rate limits, terms or restrictions;
- reverse engineer, decompile, disassemble, scrape, replicate or benchmark the Service to build a competing product;
- resell, sublicense or provide the Service to third parties without our written consent;
- introduce malicious code, attempt unauthorised access, or interfere with the Service.
14. Intellectual property
14.1 The Service, including all software, source code, architecture, strategy templates, documentation, trademarks and the FluxGeko name and logo, is and remains our exclusive property.
14.2 We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service in accordance with these Terms. No other rights are granted.
14.3 Your Strategy Parameters and trading data remain yours. You grant us a licence to process them as necessary to provide the Service and, in aggregated and anonymised form, to improve it.
14.4 If you provide feedback or suggestions, we may use them without obligation or compensation.
15. Data protection
15.1 Our handling of personal data is described in our Privacy Policy at [PRIVACY POLICY URL], which forms part of these Terms.
15.2 We process personal data in accordance with UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL) and, where it applies to users in the European Economic Area or the United Kingdom, the EU GDPR and UK GDPR.
16. Compliance, monitoring and suspension
16.1 We may require identity verification and source-of-funds information before or during your use of the Service.
16.2 We may monitor use of the Service for security, compliance and operational purposes.
16.3 We may suspend or terminate your access immediately and without notice if we reasonably believe you have breached these Terms, that continued access presents a legal, regulatory or security risk, or that suspension is required by law.
17. Term and termination
17.1 These Terms apply from your first use of the Service until terminated.
17.2 You may terminate at any time by closing your account and revoking API Credentials. Fees already paid are non-refundable except as required by law.
17.3 On termination your licence ends, access ceases, and we will delete or return your data in accordance with our Privacy Policy and applicable law.
17.4 Termination does not close your positions. Any position open at termination remains entirely your responsibility.
17.5 Sections 3, 6, 8, 10, 11, 12, 14 and 20 survive termination.
18. Changes to these Terms
18.1 We may amend these Terms. We will publish the amended version with an updated effective date and version number and, for material changes, give [NOTICE PERIOD] days' notice by email or in-app notification.
18.2 Material changes require your re-acceptance before continued use. If you do not accept, you must stop using the Service and may terminate under Section 17.2.
19. Force majeure
We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, war, civil unrest, government action, changes in law, pandemic, power or internet failure, cloud provider outage, Exchange outage or suspension, or cyber attack.
20. Governing law and disputes
20.1 These Terms, and any dispute arising out of or in connection with them including non-contractual disputes, are governed by the federal laws of the United Arab Emirates and the applicable laws of the Emirate of Ras Al Khaimah.
20.2 [CHOOSE ONE, WITH COUNSEL:]
- Option A — Courts: The courts of Ras Al Khaimah have exclusive jurisdiction.
- Option B — Arbitration: Any dispute shall be finally resolved by arbitration administered by [RAK ICC / DIAC / ADGM] under its rules, seated in [SEAT], in English, before [ONE] arbitrator.
21. General
21.1 Entire agreement. These Terms, the Risk Disclaimer and the Privacy Policy constitute the entire agreement between us.
21.2 Severability. If any provision is unenforceable, the remainder continues in full force and that provision is modified to the minimum extent necessary.
21.3 No waiver. Failure to enforce a provision is not a waiver of it.
21.4 Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of assets.
21.5 No partnership. Nothing creates a partnership, joint venture, agency or employment relationship.
21.6 Language. These Terms are drafted in English, which is the governing language. If an Arabic translation is published, [COUNSEL: note that UAE courts may require Arabic, and that the Arabic version may prevail in local proceedings].
22. Contact
FluxGeko [FULL NAME] FZ-LLC [REGISTERED ADDRESS], Ras Al Khaimah, United Arab Emirates General: [SUPPORT EMAIL] Legal: [LEGAL EMAIL] Security: [SECURITY EMAIL]
