Caeleste AG GTC

September 2022 

1. Scope

These terms and conditions (“Terms“) apply to the usage of the digital marketplace for the facilitation of financial transactions between counterparties (“CLST MARKETS”) and related services (together “Services”) operated by Caeleste AG, Dufourstrasse 49, 8008 Zürich, a company organized under the laws of Switzerland (“Caeleste“). By registering on CLST MARKETS, you (“Customer“, “User”) accept these Terms. If you do not agree to these Terms, you cannot visit, use, or access CLST MARKETS. 

CLST MARKETS uses cookies and similar technologies. By continuing to use CLST MARKETS you are agreeing to our use of cookies in accordance with our Cookie Policy, available here. Our Terms incorporate by reference Caeleste’s privacy policy (“Privacy Policy“) which can be found here. We reserve the right to change these Terms at any time, and by using CLST MARKETS you are expected to review such Terms on a regular basis. 

2. Use of Services 

CLST MARKETS  and any Service made available by Caeleste through CLST MARKETS is provided “as is”. Caeleste makes the Services available to the Customer and uses reasonable care and skill in the performance of the Services.

Caeleste does not guarantee that the Services will function without any interruption or disruption. Caeleste regularly carries out maintenance or improvements to the Services and its infrastructure. The Customer acknowledges that this may result in temporary delays and interruptions from time to time. Where reasonably possible, Caeleste will inform the Customer about potential interruptions in advance.

The Customer agrees that where the Customer utilizes the chat function in the Services, Caeleste has no obligation to the Customer, and undertakes no responsibility, to review or monitor the chat content to determine whether any chat content may result in any liability to any third party.

As a technology company, Caeleste is currently not regulated by any financial services authority, or registered as a broker-dealer or investment adviser in any jurisdiction. CLST MARKETS serves to connect professional institutions electronically but does not offer investment advice. Caeleste does not retain, transfer or otherwise deal with client money and the settlement of trades is carried out off CLST MARKETS or by third parties who specialize in and are authorized to provide such financial services. Caeleste continually assesses its activities against the regulatory environment of the jurisdictions in which it operates.

3. Support and data backup

Caeleste provides the Customer with the support as reasonably required for the resolution of problems with the day-to-day usage of CLST MARKETS.

All data, including the Customer data is stored in Switzerland or in the European Union. 

Caeleste takes all appropriate and reasonable precautions, within the scope of technical possibilities, against data loss and to prevent unauthorized third-party access to the Customer data. For this purpose, Caeleste backs up the data on a regular basis, monitors the Customer data for viruses, and installs firewalls. 

For loss or corruption of Customer data, Caeleste works to ensure the successful and timely backup and restoration of that data.  

4. Customer Obligations

The Customer is solely responsible for the accuracy and completeness of the data and information it provides on CLST MARKETS.  

The Customer may not circumvent or attempt to circumvent any security protection of CLST MARKETS and may not use CLST MARKETS in ways that are unlawful or fraudulent or have any unlawful or fraudulent purpose or effect. The Customer may not upload anything to the Services which contains viruses, Trojan horses, worms, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any website, computer software or hardware.

To gain full access to the Services, the Customer will need to register and create an individual user account. The Customer is fully responsible for maintaining the security of such a user account, as well as for all activities that occur under the account and any other actions taken in connection with the account. The Customer ensures that solely authorized Users can access CLST MARKETS with their assigned credentials. The Customer shall immediately inform Caeleste of any unauthorized use of the credentials.

The Customer acknowledges that failure to comply with its duty of cooperation may result in malfunction of CLST MARKETS and does not entitle the Customer to a refund or a termination right. 

The Customer must choose a secure password in accordance with Caeleste’s specifications, and the password must not be made accessible by the Customer to any unauthorized third party.

The Customer agrees to utilize the chat function only for the intended purpose, i.e. for the discussion of details in relation to the exchange of financial transactions with other customers.

5. Fee and Payment

The provision of CLST MARKETS to the Customer is subject to payment of the fees as indicated on the CLST MARKETS, provided during the onboarding (e.g. in the onboarding form) or otherwise agreed with the Customer (the “Fees“). Except where prohibited by law, all Fees are non-refundable. All Fees quoted, unless expressly stated otherwise, are in CHF and exclusive of any sales, value-added or similar taxes. Any right to set off, retain, deduct, counterclaim and/or withhold any payments due under these Terms vis-à-vis Caeleste is hereby expressly waived and excluded.

The Customer shall pay the Fees according to the instructions provided during onboarding or at the CLST MARKETS, otherwise monthly in advance. The Fees are payable within thirty (30) days of the invoice date unless otherwise indicated. After notice of non-payment and thirty (30) days to cure, non-payment can result in the suspension or termination of the Customer account.  Late payments result in an interest rate of 5% p.a.

6. Intellectual Property Rights

All rights, titles, and interests, including all copyrights, trademarks, know-how, and other intellectual property and other rights (“Intellectual Property Rights”) in the Services, or any part of it, including Content provided by Caeleste and the outputs will remain vested in Caeleste and to the extent that any rights in such materials and data vest in the Customer by operation of law, the Customer hereby assigns such rights to Caeleste.

In case the Customer shares on CLST MARKETS any Content that is protected by Intellectual Property Rights, the Intellectual Property Rights remain vested in the Customer. For the purpose of these Terms, “Content” includes any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software, and any other form of information capable of being stored in a computer that appears on or forms part of CLST MARKETS, including any such content uploaded by Users.

Caeleste reserves the right to use the Content or other data provided by the User in an anonymized or aggregated form for market research purposes and to further develop and improve the Services.

The Customer shall not, without limitation, modify, copy, transmit, distribute, display, perform, reproduce, publish, license, frame, create derivative works from, transfer or otherwise use in any other way, whether in whole or in part, any information, text, graphics, images, video clips, directories, databases, data, listings or software obtained from CLST MARKETS for commercial or public purposes, without our prior written permission. Systematic retrieval of content from CLST MARKETS for any purpose without Caeleste prior written permission is strictly prohibited.

The Customer is granted a limited license only, subject to the restrictions provided in these Terms, for the purposes of viewing, using, and accessing CLST MARKETS. 

Each party agrees that it shall not acquire or claim any title to any of the other party’s Intellectual Property Rights by virtue of the rights granted to it in accordance with these Terms or through its use of such Intellectual Property Rights.  

Each party agrees that it will not, at any time, do, or omit to do, anything which is likely to prejudice the other party’s ownership (or the other party’s licensors’ ownership) of such Intellectual Property Rights.  

7. Exclusion of Warranties and liability

CLST MARKETS, together with all content, data, information and materials contained therein, is provided ‘as is’ and ‘as available’, without warranties or representations of any kind. Caeleste is  not obliged to verify any calculations, data output or any other information accessible through CLST MARKETS and it is the Customer’s sole responsibility to ensure that any such calculation or information is precise and accurate. Caeleste is not liable for any damages incurred by the Customer as a result of wrong calculation, data output, or other information obtained from CLST MARKETS.

The Customer acknowledges and agrees that it is solely responsible for the transactions processed via the Services. Caeleste is a technology services provider and trades are settled bilaterally outside of the Services or via authorized third parties. Caeleste has no influence on the conclusion, terms, settlement, payment, content or execution of transactions. Caeleste is neither a party to nor a beneficiary of any trade and is therefore not liable for any damages incurred by the Customer in consequence of such a trade.

The Customer may not recover from Caeleste, regardless of the legal reason, any amount with respect to loss of profit, data or goodwill, or any consequential, incidental, indirect, punitive or special damages in connection with claims arising out of these Terms or otherwise relating to CLST MARKETS, whether or not the likelihood of such loss or damage was contemplated.

For direct damages, Caeleste’s liability is limited to the amount of the Fees paid for the provision of CLST MARKETS in the twelve (12) months prior to the occurrence of the damaging event.

The limitations in this Section will not apply to losses or damages caused by wilful misconduct or gross negligence or to the extent prohibited by applicable law or to bodily harm or damage to physical property.

The Customer may not make a claim or bring proceedings relating to the CLST MARKETS or otherwise under these Terms against any of Caeleste’s auxiliaries, members, shareholders, directors, officers, partners, principals or employees. Claims may be made, or proceedings brought only against Caeleste. 

Neither party shall be liable for breach of these Terms (other than payment obligations) caused by circumstances beyond its reasonable control (force majeure). 

The Customer will defend, indemnify and hold Caeleste harmless against any and all claims, liability, loss, costs, penalties, and damages, including reasonable attorney fees, arising out of the Customer’s breach of any customer obligations.

8. Term, termination and suspension

These Terms become effective upon registration by the Customer. 

 If not stated otherwise on CLST MARKETS, during the onboarding or agreed upon between the parties,  subscriptions are concluded for an indefinite period of time and may be terminated by either party by giving a one month’s notice at the end of the month.

 Either party may terminate for cause at any time in case of material breach of these Terms by the other party.  

 Termination of these Terms does not affect any rights, obligations or liabilities of either party which have accrued before termination or which are intended to continue to have effect beyond termination. 

 Caeleste may suspend any or all access to the CLST MARKETS, its Services or the Customer’s account based upon Caeleste’s reasonable determination of the occurrence or potential for occurrence of illegal or wrongful activity, fraudulent use or attempted fraudulent activity by the Customer. In case of a substantiated suspension, the Customer remains liable for all charges and fees incurred during the suspension period. 

9. Confidentiality & data protection

In accordance with these Terms, the parties may disclose to each other (directly or via use of the Services) information that is confidential (“Confidential Information”). Confidential Information includes, without limitation, the Content, any information which is marked as confidential or has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to the Customer or Caeleste.

Each party agrees to take all reasonable steps to keep all confidential information of the other party strictly confidential. Caeleste may only use and disclose confidential information of Customer as instructed, as necessary to operate  CLST MARKETS or to comply with its legal obligations.

The Customer represents and warrants that it is entitled to, and has given all required notices, to provide the information uploaded on  CLST MARKETS to Caeleste.  

The Customer grants Caeleste the right to name the Customer publicly as a reference and to use general information about the agreed contract in an appropriate manner for marketing and sales purposes, unless the Customer explicitly states its disagreement with such use. 

Caeleste will process any personal data provided by the Customer as necessary for the purposes of the Customer and in line with its Privacy Policy.  

10. Miscellaneous

Severability: If any provision of these Terms (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.  

Links: CLST MARKETS may contain third party content or links to third party websites. Caeleste does not assume any responsibility for and does not make any warranties or representations as to, any third-party content or websites, including but not limited to, the accuracy, subject matter, quality or timeliness. 

Notices: All notices, requests, or other communications to be given to any party under or in connection with these Terms must be made in a text form and need to be sent:

•           to Caeleste’s attention: via the CLST MARKETS or to support@clst.com

•           to Customer’s attention: via the CLST MARKETS or to the last communicated or available address or email.

Jurisdiction & governing law: The parties agree that all legal relationships arising from this contractual relationship shall be governed by material Swiss law under exclusion of the conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts of Zurich, Switzerland, shall have exclusive jurisdiction arising in connection with the fulfilment of this contractual relationship.