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Caeleste AG GTC

October 2021 

1. Scope

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

This Platform uses cookies and similar technologies. By continuing to use this Platform 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 this Platform you are expected to review such Terms on a regular basis. 

2. Use of Services 

Any Service made available by Caeleste through the Platform, and the Platform itself 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 interruption from time to time. Where reasonably possible, Caeleste will inform the Customer about potential interruptions in advance.  

Customer agrees that where Customer utilises 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. Caeleste’s platform serves to connect sophisticated institutions together 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 platform. Caeleste continually assesses their activities against the regulatory environment of the jurisdictions in which they operate.

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 the Platform.

All of the Customer data is hosted in Switzerland.  

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 back up and restoration of that data.  

4. Customer Obligations 

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

Customer may not circumvent or attempt to circumvent any security protection of the Platform and may not use the Platform in ways which are unlawful or fraudulent, or have any unlawful or fraudulent purpose or effect. 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, Customer will need to register and create an individual user account. 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. Customer ensures that solely authorized Users can access the Platform with their assigned credentials. The Customer shall immediately inform Caeleste of any unauthorized use of the credentials.  

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

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

5. Fee and Payment

The provision of the Platform to Customer is subject to payment of the fees agreed with the Customer (the “Fees“), which are non-cancellable and non-refundable. All Fees quoted, unless expressly stated otherwise, are exclusive of any sales, value-added or similar taxes. Any right to set off, retain, deduct, counterclaim and/or withhold any payments due under this Agreement vis-à-vis Caeleste is hereby expressly waived and excluded. 

Caeleste takes a commission on the borrower’s fee in accordance with the plan Customer has selected. 

Caeleste may issue the invoice upon execution of the transaction. Customer shall pay the Fees according to the instructions by Caeleste 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. 

6. Intellectual Property Rights

All Intellectual Property Rights in the Services and the Derivative Output 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.  

Caeleste, or other relevant third parties own all of the Content on the Platform. In these T&Cs, “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 this Platform, including any such content uploaded by Users. The Content is protected by intellectual property rights. 

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 the Platform for commercial or public purposes, without our prior written permission. Systematic retrieval of content from the Website for any purpose without our prior written permission is strictly prohibited. 

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

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

The Platform, 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 does not verify any calculations, data output or any other information accessible through the Platform and it is Customer’s sole responsibility to verify any such information.  

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. Caeleste has no influence on the conclusion, content or execution of transactions. Therefore, Caeleste is not liable for any damages incurred by Customer in consequence of such a trade. 

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 the Platform, 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 the Platform 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. 

Customer may not make a claim or bring proceedings relating to the Platform 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). 

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 Customer’s breach of any customer obligations. 

8. Term, termination and suspension

These Terms become effective upon registration by the Customer. 

For plans without a specified term, either Party may terminate these Terms at any time. 

Monthly 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. 

Annual subscriptions are concluded for a period of one year. As long as the Customer does not terminate the subscription at least 30 days before the end of the one-year period, the subscription is automatically renewed for another year. The annual subscription is invoiced annually in advance. 

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 Platform 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 Customer. In case of a suspension, 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 a party 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 or as necessary to operate the Platform.  

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

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. 

Caeleste will process any personal data provided by 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: This Platform 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. 

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. 

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