General Terms & Conditions of OrderX by Sun Labs

Version 1.0 – 25.01.2026

1. Scope

These General Terms and Conditions ("Terms") apply to the access to and use of the OrderX AI-powered platform through which customers can interact with a chatbot to create and submit trading orders (the "Platform"), including the related software and API connectivity tools that enable customers to connect the Platform to crypto-brokerage accounts maintained with third-party service providers ("Third-Party Brokers"), as well as any related support, implementation, or professional services (together the "Services"), offered by Sun Labs AG, Baarerstrasse 82, 6300 Zug, Switzerland  (the "Company").

To access or use the Services, you ("Customer") must agree to these Terms. If the Customer does not agree to these Terms, the Customer may not use or access the Services.

The Customer acknowledges that, depending on the specific configuration and use of the Platform, certain Services (in particular the creation and submission and/or reception and transmission of orders relating to financial instruments via Third-Party Brokers) may qualify as "financial services" within the meaning of the Swiss Financial Services Act (FINSA). Where FINSA applies, the information required under Art. 8 para. 1 FINSA is provided in Section ‎13 (Regulatory Information).

These Terms, together with the Data Processing Agreement and all other referenced documents, form a legally binding agreement ("Agreement") between Company and the Customer.

2. Services & Registration
   
   1. Description of the Services

The Company provides the Customer with access to the Platform. The Platform supports the connection to the Customer’s independent brokerage or crypto-brokerage accounts held with Third-Party Brokers through API connectivity tools. Where supported, the Customer may review and confirm the proposed order parameters and submit orders for execution via Third-Party Brokers. The Company may also provide related onboarding, support, implementation, and professional services as agreed between the parties.

The Company shall provide the Customer with the Services defined on the Platform and with any other services agreed between the parties, in accordance with this Agreement and with due care and accuracy.

The Company constantly develops and improves its Services and may modify or either temporarily or permanently stop providing the offered Services or any part of it at its sole discretion. In case of material changes to the Services, i.e., changes significantly altering the nature and scope of the Services provided to the Customer according to the Agreement, the Company shall, where reasonably possible, notify the Customers that are directly affected by such changes. If the Customer disagrees with the material change to the Services, the Customer may terminate the Agreement within 1 month from the Company's notice where applicable, otherwise from the material change to the Services came into effect. Such termination is effective from the date the changes take effect or the delivery date of the termination notice if occurred after the changes took effect.

As a part of the development and improvement process, the Company may offer some of the Services also in previews, alpha, beta or test versions of the Services ("Test Versions"). The Customer hereby acknowledges and agrees that (i) the use of Test Versions bears additional risks,  that (ii) the Company is not obliged to inform the Customer about any updates or modifications to the Test Versions, and that (iii) the Company may end the provision of any Test Versions at any time, without a reason, and at the Company's sole discretion. Unless otherwise explicitly agreed, the Company offers no warranty, indemnity, SLA or support for Test Versions and its liability for Test Versions is fully excluded to the maximum extent permitted by applicable law.

The Services do not include banking, payment processing, credit, investment or tax advisory services. All data and information presented via the Services is for informational purposes only and does not constitute financial advice. The Customer remains solely responsible for all financial decisions made in connection with the use of the Services, including whether to submit, modify or cancel any order. Neither the Platform nor any information, data, or content made available through the Services constitutes financial, investment, tax, legal, accounting, or other professional advice, and should not be relied upon as such. The Company performs no appropriateness or suitability assessment with respect to the financial decisions made by the Customer.

Orders are executed exclusively via the Third-Party Broker, and the Customer acknowledges that the Services depend on Third-Party Brokers and their systems, APIs, order acceptance rules, and trading conditions. The Company does not execute transactions, does not act as counterparty to any trade, and does not guarantee order execution, pricing, liquidity, availability of trading pairs/instruments, or any outcomes of transactions.

The Company does not hold, custody, receive, store, transmit, or control the Customer’s fiat funds, crypto-assets, or private keys, and does not provide wallet or custody services.

The Customer hereby acknowledges and agrees that using AI and machine learning tools such as some of the tools included in the Services can produce results influenced by data used for training the algorithm. The Customer acknowledges that such outputs are generated by large language models and may contain inaccuracies, biases, or similarities to existing works. Although the Company uses its best efforts to prevent the Services from producing biased output through technical and statistical support, the Company does not warrant that the output will be entirely free of inaccuracies, biases, or similarities to existing works.

2. Registration

The Customer may need to register an account to access and use all or part of the Services. The Customer must provide accurate, current, and complete information during registration and keep their account information up-to-date. To the extent applicable, admin accounts controlled by the Company will be responsible for their related user accounts. Accounts registered by bots or automated methods are not authorized and will be terminated.

Where the Customer creates or administers accounts for its employees, contractors or other authorised users (each an "Authorised User"), the Customer is responsible for ensuring that all Authorised Users comply with this Agreement, and the Customer remains liable for all activities occurring under its account(s).

The Customer is responsible for maintaining the confidentiality and security of their account credentials and may not disclose their credentials to any third party. The Customer is responsible and liable for activities conducted through their account and must immediately notify the Company if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.

3. Customer’s representations

The Services are provided exclusively to persons of the age of majority in the relevant jurisdiction (e.g., eighteen years old) and having the full right, power, and authority to enter into and comply with the Agreement on their behalf and any company or legal entity for which they may access or use the Services ("Legal Capacity").

The Services are not available to residents of Afghanistan, Belarus, Burundi, the Central African Republic, the Democratic Republic of Congo, the Democratic People’s Republic of Korea, the Crimea region of Ukraine, Cuba, Guinea, Guinea-Bissau, Haiti, Iraq, Iran, Libya, Mali, Moldova, Myanmar, Nicaragua, Russia, Somalia, Sudan, South Sudan, Syria, the USA, Venezuela, Yemen, and Zimbabwe or any other jurisdiction in which accessing or using the Interface is prohibited ("Prohibited Jurisdictions").

When using the Services, the Customer represents and warrants that the Customer has full Legal Capacity, is not located in, incorporated or otherwise established in, or a citizen or resident of, a Prohibited Jurisdiction, is not otherwise subject to sanctions or prohibited to interact with the Services, and will not access or use the Services to conduct, promote, or otherwise facilitate any illegal activity.

4. Rights & Obligations of the Company

The Company:

• shall provide the Customer with the Services with reasonable care and skills to the extent set forth in this Agreement;
• shall use reasonable care and skills in keeping the Services free from viruses and other malicious software programs;
• shall regularly carry out maintenance or improvements to the Services and its infrastructure, but does not guarantee that the Services will function without any interruption or disruption. The Customer acknowledges that this may result in temporary delays and interruption from time to time. Where reasonably possible, the Company shall inform the Customer about potential interruptions in advance;
• may subcontract third parties for all its obligations under this Agreement;
• is liable to the Customer for its subcontractors and ensures that subcontractors are bound to appropriate confidentiality and data protection obligations, to the extent set forth in this Agreement;

The Company may and is possibly required by law to suspend Customer’s access to the Services based upon reasonable determination of the occurrence or potential for occurrence of illegal or wrongful activity, fraudulent use or attempted fraudulent activity. Such cases include but are not limited to the situations when:

• the Customer has breached this Agreement;
• continued use poses a security risk to the Services;
• the Customer’s use may be illegal, fraudulent or abusive; or
• the Company is required to do so by law, court order, or regulatory request.

In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.

The Company reserves a right to ask the Customer to provide feedback through forms, questionnaires, and polls in order to improve their Services ("Feedback"). The Company may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Customer. The Customer assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to the Company and acknowledges it has no claim in relation to the Feedback.

5. Rights & Obligations of the Customer

The Customer shall:  

• use the Services in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located; 
• cooperate in the performance of this Agreement to the necessary extent;
• provide the Company with all necessary information, documents, materials, access, software, data, as well as competent staff, and anything else reasonably required for the provision of Services;
• inform the Company immediately if errors or faults occur and support the Company in the analysis and, if necessary, in the elimination of errors and faults to the extent required;
• ensure that any orders submitted via the Platform reflect the Customer’s true intent and are reviewed prior to submission;
• maintain sufficient funds, collateral or margin at the Third-Party Broker for any submitted order; and
• ensure its use complies with Third-Party Broker terms and applicable trading and market rules.

The Customer is solely responsible for, and the Company may rely on, the accuracy of any information provided by the Customer.

The Customer shall not, unless with the Company's prior written express permission:

• circumvent or attempt to circumvent any security protection of the Services;
• access the Services via any automated system or take any action that may impose an unreasonable load on the Company's infrastructure;
• bypass the measures that the Company may use to prevent or restrict access to or use of the Services;
• try to decompile or reverse engineer the Services or any part of it, or derive the source code;
• copy, modify, distribute, reproduce, translate, disassemble or use in any other way any information, text, graphics, images, software obtained from the Services, or any other part of the Services;
• create derivative works based on the whole or any part of the Services or any content available on the Services;
• sell, sublicense, allow access or make the Services or any part of it otherwise available to third-parties;
• use or exploit the Services, any part of it or any content contained there in any data mining or any other similar activity.

6. Fees & Payment

The Customer shall pay the agreed fees via the payment methods made available by the Company. If not explicitly stated otherwise, all fees are in USD and exclude VAT and other applicable taxes.

Fees may include:

• Volume-based brokerage fees: A fee calculated based on the transaction volume, brokerage volume, or other measurable flow generated through the Customer’s use of the Services. Unless otherwise agreed, such fee shall be calculated as a percentage of the relevant transaction value or as a fixed amount per transaction. Volume-based brokerage fees are invoiced monthly at the end of the month for the preceding month.
• Monthly subscription fee: The Customer shall pay the subscription fees as indicated on the Services. Recurring subscription fees are payable in advance on a monthly basis.

Unless otherwise agreed between the parties or not specified in the Agreement, all fees are payable in advance and invoices are due within 14 days from the invoice issue date. Late payments result in an interest rate of 5% p.a.

Except where prohibited by law, all fees are non-refundable.

The Company may change the fees from time to time. Any price changes will apply no earlier than 30 days following notice to the Customer.

7. Intellectual property

Except as expressly set forth in this Agreement, each party retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights ("Intellectual Property Rights"). All Intellectual Property Rights in the Services or any part of it remain vested in the Company.

The Company hereby grants the Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to access and use the Services in accordance with and for the term of the Agreement.

The Customer hereby grants the Company the unlimited, irrevocable, and perpetual right to access, use, and process the data and information entered into, or generated by the use of the Services ("Customer Data"), when lawfully possible, (i) for research and development, analysis, and improvement of the Services, and (ii) in anonymized and aggregated form or  any purposes, including for external purposes.

The Services may contain open-source components. Such components are subject to the respective license.

8. Term & Termination

The Agreement between the parties remains in full force and effect until its termination by either party.

Either party may terminate the Agreement at any time with immediate effect if the other party is in material breach of the Agreement. This includes in particular Customer’s failure to pay on time or the start of insolvency procedures against the other party.

In all other cases, either party may terminate at any time by notifying the other party in text form with a notice period of 30 days.

Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination.

9. Liability & Indemnity

The Company is fully liable to the Customer for damages resulting from the Company’s gross negligence or wilful misconduct.

In all other cases, each party's liability under the Agreement is excluded to the maximum extent permitted under applicable law.

To the maximum extent permitted under the applicable law, the Company shall have no liability for losses arising from trading decisions, order submissions, or transaction outcomes based on the Customer’s use of the Platform or reliance on its outputs. The Customer acknowledges that all analyses, annotations, or insights produced by the Platform are probabilistic in nature and may contain errors inherent to statistical or machine-learning methods.

Neither party may recover from the other party, 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 this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.

The Company will not be held liable for inaccuracy or incompleteness of the Services, or the incompatibility of the Services with any specific objectives that the Customer is hoping to achieve.

Neither party shall be liable for any failure to perform its obligations under this Agreement (other than payment obligations) caused by circumstances beyond the parties’ reasonable control (force majeure).

10. Warranties & Representations

The Customer acknowledges that the Services are provided "as is" and "as available", and that the Company makes no warranties or representations of any kind related to the Services or the information and materials contained thereon. The Company makes the Services available to the Customer and uses reasonable care and skill in the performance of the Services.

The Services may contain statements that constitute ‘forward-looking statements’. Because such forward-looking statements involve risks and uncertainties, actual results may differ materially from any expectations, projections or predictions made or implicated in such forward-looking statements. The Company is under no obligation to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise and makes no warranty regarding the completeness and accuracy of such statements.

The Company makes no representations or warranties of any kind, either express or implied, that the links to third-party websites or services, bridge pages and related links, as well as the Services provided via third parties (including but not limited to APIs, repositories, platforms or digital marketplaces), will be error-free and uninterrupted during the term. The Customer may be obliged to agree to terms and conditions and various policies of external third parties when accessing and/or using their websites, services, or products. The Company is not responsible or liable for any third-party terms and conditions or policies.

The Company does not guarantee that the Services are error-free and will function without any interruption or disruption. The Company may at its own discretion carry out maintenance or improvements to the Services and its infrastructure, and the Customer acknowledges that this may result in temporary delays and interruptions from time to time. Where reasonably possible, the Company will inform the Customer about potential interruptions in advance. Any further warranty is excluded.

11. Confidentiality

The parties may disclose to each other confidential information ("Confidential Information"). Confidential Information includes, without limitation, any information which is marked as confidential such as organization information, customer databases, functionalities and features of the Services, or information which has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to the Customer or the Company.

Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving party, is not considered confidential.

Each party undertakes to protect all confidential information that becomes accessible or known based on the Terms. This confidentiality obligation remains in force even after the termination of the Agreement. The Company and the Customer may further define their duties regarding confidentiality in a non-disclosure agreement, in which case the provisions of the non-disclosure agreement prevail.

12. Data protection

The Company collects, processes and protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union. For more information, the Customer can consult the Privacy Policy of the Company available here.

The Customer authorizes the Company to use, process, and store relevant data for the performance of the Agreement and to use anonymized data to improve its services or for analysis purposes.

The parties further define their duties regarding data protection in a data processing agreement, which forms an integral part of the Terms.

13. Regulatory information
    
    1. Name and address of the financial service provider

Sun Labs AG, Baarerstrasse 82, 6300 Zug, Switzerland.

2. Field of activity and supervisory status

Field of activity: Provision of an AI-powered software platform (OrderX) enabling customers to create and submit orders for execution via Third-Party Brokers and related software/API connectivity tools.

Supervisory status: Registered financial adviser, [link]

3. Ombudsman

Customers may initiate mediation proceedings before a recognised ombudsman in accordance with FINSA Title 5.

Ombudsman: [Name and contact details of the ombudsman]

14. Miscellaneous

Independent contractors: Parties acknowledge and agree that they are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other party in any respect whatsoever, and neither party shall represent itself as having such authority.

Marketing: The Customer entitles the Company to use the Customer's name, logo, and a brief description of the services provided for advertising purposes on Company website and other marketing or investment materials. Any other use requires the prior consent of the other party.

Form requirements: For the purpose of these Terms, the written form requires wet-ink, qualified or simple electronic signature (such as DocuSign). Text form includes electronic text, such as e-mail or pop-ups on the Services.

Amendments: Amendments and supplements to these Terms must be made in writing.

Entire Agreement: The Agreement constitutes the entire agreement between the Company and the Customer, and supersedes all prior agreements, between the parties relating to the subject matter of the Agreement.

Any deviation from the Terms not anticipated by the Terms requires an explicit reference to the altered clause of the Terms. General terms and conditions of the Customer are excluded unless they have been expressly accepted by the Company.

Changes to Terms: The Company may, from time to time, change these Terms. Company will notify the Customer via the registered email address at least 14 days before such changes apply to the Customer.

Notices: Unless written form is explicitly required, notices can be made in text form, and are to be sent to the following contact addresses:

• To the Company’s attention: to contact@orderx.com
• to Customer's attention: to the last communicated or available address or email, or in the Services.

No assignment: The Customer may not assign any of its rights, obligations, or claims under the Agreement without the previous consent of the Company.

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

Governing Law & Jurisdiction: This Agreement, and all claims or causes of action that may be based upon, arise out of or relate to this Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts at the seat of the Company have exclusive jurisdiction for all disputes arising from or in connection with the Agreement.

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