General Terms and Conditions

WhaleCrew UG (haftungsbeschränkt), Schwandorf
January 2022

I. Scope

These General Terms and Conditions (hereinafter referred to as "GTC") apply in principle to all present and future contractual business relationships between WhaleCrew UG (haftungsbeschränkt), Thanheimer Str. 13, 92421 Schwandorf (hereinafter referred to as "WhaleCrew") and customers of WhaleCrew, who are either consumers or entrepreneurs (hereinafter referred to jointly as "Customers"), unless individual provisions apply only to legal relationships with consumers or entrepreneurs and these GTC expressly provide otherwise.

In this context, a consumer within the meaning of Section 13 of the German Civil Code (BGB) is any natural person who concludes a legal transaction for a purpose that can be attributed neither to his commercial nor to his independent professional activity (hereinafter referred to as "Consumer").

An entrepreneur within the meaning of Section 14 BGB is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or self-employed professional activity (hereinafter referred to as "Entrepreneur"). A partnership with legal capacity is a partnership endowed with the capacity to acquire rights and incur liabilities.

In this context, the GTC apply in their respective valid version upon conclusion of a contract between the aforementioned parties.

WhaleCrew is a software development company that develops, sells and provides software for the analysis of financial markets (hereinafter referred to as "Software"). WhaleCrew distributes the access to the Software exclusively online on whalecrew.com (hereinafter referred to as "Platform"). After a one-time registration and a purchase of the Subscription of the Software access (hereinafter referred to as "Subscription"), the Customer may use the functions of the Software for a specific period of time (e.g. six or twelve months) (hereinafter referred to as "Subscription period") depending of the chosen Subscription within the framework of a prepaid system. For the use of the Software, the Customer requires an active account on the platform TradingView (hereinafter referred to as "TradingView") at https://www.tradingview.com/. Please note that the Terms of Use of TradingView (https://www.tradingview.com/policies/) apply to the Customer. With the purchase of the Subscription, the Customer receives temporary access to several so-called "indicators" via TradingView. The Customer can then apply these indicators to any chart available at TradingView (currency pairs, shares, cryptocurrencies, etc.).

The GTC become an integral part of the respective contractual relationship between WhaleCrew and the Customer upon conclusion of the contract. Deviating conditions of the Customer are not accepted. This also applies if WhaleCrew does not expressly object to their inclusion.

WhaleCrew reserves the right to change the service description or the GTC and other conditions at any time and without giving reasons. Such changes do not apply to orders already placed by the Customer on the Platform. WhaleCrew will only carry out these changes insofar as this is necessary for the elimination of equivalence disturbances arising subsequently or for the adaptation to changed legal or technical framework conditions. In all other cases, WhaleCrew will inform the Customer of the content of the amended provisions to the email address provided by the Customer. In this case, the changes will become part of the contract if the Customer does not object to the inclusion in the contractual relationship within six weeks after receipt of the change notification to WhaleCrew at least in text form. In this case WhaleCrew is entitled to terminate the contract.

II. Registration process

The use of the Software and the services offered by WhaleCrew requires one-time registration and creation of a user account of the Customer on the Platform. The registration and the creation of a user account is carried out electronically by entering the e-mail address and a individualized personal password of the Customer on the form provided on the Platform In the next step, the Customer is taken to the next page where he can define his user name and an individualized personal password. In order to complete the registration, the Customer must also agree to the GTC and the Data Privacy Policy of Whale Crew (hereinafter referred to as "Data Privacy Policy"). After completing the previous registration steps, the Customer will receive an email with a link to confirm his email address. The registration is only complete if the Customer opens the link sent. If this is not the case, the Customer account will be deleted after two weeks.

Alternatively, the Customer has the option of registering via his existing Google or Discord account. For this purpose, the Customer will be redirected to the Google or Discord website. There, the Customer has to log in with the data of his already existing account. After successful registration, the Customer will be redirected back to the Platform, where he can define his user name. In order to complete the registration, the Customer must also agree to the GTC and the Data Privacy Policy.

Registration and use of the Platform is free of charge for the Customer. Customers are only permitted to register and use the Platform if they are at least 18 years old and have unlimited legal capacity.

In case of registration via the Platform, the individualized personal password selected by the Customer and his user name constitute the access data for the Platform and its use (hereinafter referred to as "access data"). The Customer must keep the access data strictly secret.

WhaleCrew reserves the right to reject registration applications or to exclude registered Customers from using the Platform without stating a reason.

Every registered Customer can request the deletion or modification of the data provided to WhaleCrew in the course of registration via the Platform at any time, provided that there are no legal requirements to the contrary or the data is still necessary for the purposes for which it was collected. For the deletion or modification of this data, the Customer must send a corresponding e-mail to @c.ehwcwni@mramodlae. The customer can view the data at any time in the "Account" section.

III. Purchase of the Software access

1. Conclusion of the Purchase Contract

The registered Customer can choose the Subscription period displayed and offered on the Platform. The mere presentation of the Subscriptions on the Platform as such does not constitute a binding offer on the part of WhaleCrew, but merely an invitation to place an order (invitatio ad offerendum).

After selecting the Subscription, the Customer will be taken to the checkout page. If the Customer already has an active Subscription, it is possible to extend or upgrade this Subscription, otherwise the new Subscription will run alongside the already active one. On the checkout page, the Customer will be shown a disclaimer regarding the Software offered by WhaleCrew. There it will be pointed out that WhaleCrew can't guarantee profitable results and that so-called "Leveraged" or "Margin" Trading should only be practiced by experienced Customers. The Customer must confirm the disclaimer to get to next page.

In the next step, the Customer has to enter his personal data, i.e. first name, last name, street and house number, postcode, city and country.

The Customer will then be redirected to the delivery page where he has to enter and confirm the name of his TradingView account in order to get access to the purchased indicators.

Then, Customer will be redirected to the next page, where he will be able to choose the payment via Payment Provider offered on the Platform (e.g. Coinbase Pay, Binance Pay, PayPal, Stripe) (hereinafter referred to as "Payment Provider").

Afterwards, the Customer will be taken to the overview page, where his personal data and order summary, including the price calculation in Euro, will be displayed. In this step, the Customer has the option to enter and apply a discount code. The respective discount code is redeemable only in its entirety. Only one discount code is redeemable per purchase transaction. By applying the discount code, the amount of the discount will be taken into account in the total amount for the purchase of the Subscription. By pressing the "Place order now" button, the payment process will begin. The transaction will be processed by the respective Payment Provider and the Customer will be requested by the Payment Provider to pay the purchase price to the latter. The Customer will be able to select which currency or cryptocurrency (depending on the Payment Provider) will be used for his payment.

The access to the Software will be activated immediately after payment confirmation. If no payment is made within one hour after the begin of the payment process, the payment will be indicated as failed (hereinafter referred to as "Payment Failure"). If the payment is still made after the Payment Failure, the customer will be refunded the purchase price paid and will have to start the purchase process again. The refund process may vary depending on the Payment Provider selected by the Customer.

Please note that the activation of the indicators on TradingView takes place within 24 hours from the activation of the Software. Only after the activation of these indicators the time of the selected Subscription starts to count. The Subscription ends at the exact same time after the expiry of the Subscription period selected by the Customer. On the other hand, the access to the indicators on Trading View is calculated on the basis of full days, so that it ends at midnight after the day of the expiry of the selected period.

The contract is only concluded through the activation of the Software access by WhaleCrew after the confirmation of successful and full payment (hereinafter referred to as "acceptance"). For the purpose of confirming the conclusion of the contract, the Customer will receive an e-mail with the text of the contract (consisting of the order overview, invoice and GTC). The text of the contract will be saved in compliance with data protection.

2. Subject of the Purchase Contract

The subject of the Purchase Contract is the activation of the Software access for the TradingView Account named by the Customer for the Subscription period selected by the latter. With the purchase of the Subscription, the Customer receives temporary access to several so-called "indicators" via TradingView. The Customer can then apply these indicators to any chart available at TradingView (currency pairs, shares, cryptocurrencies, etc.). The indicators have different modes of operation and different setting options so that the Customer can develop or /and improve his own strategies as easily as possible or automate them with the help of alerts. Some of the indicators are located directly on the chart and draw important price levels, trend visualisations and moving averages. Other indicators are so-called "oscillators" with which overbought/oversold situations can be recognised. In addition, they contain e.g. an automated detection of divergences.

3. Prices and payment

Payments within the scope of the Purchase Contract between WhaleCrew and the Customer are processed exclusively through the intermediary of the Payment Provider selected by the Customer. Please note that the terms and conditions of the respective Payment Provider apply to the Customer in the context of payment.

If a Purchase Contract is concluded between WhaleCrew and the Customer, WhaleCrew forwards the agreement on the purchase price to the Payment Provider. The transaction is then immediately processed by the respective Payment Provider and the Customer is requested by the Payment Provider to pay the purchase price to the latter. In addition, the Customer may select which currency or cryptocurrency (depending on the Payment Provider) will be used for payment. As soon as the purchase price has been received by the Payment Provider, WhaleCrew will be informed. The respective Payment Provider will then pay the purchase price to WhaleCrew.

If no successful and complete payment is made within one hour after the Customer has been redirected to the Payment Provider's site, the payment is considered failed and the Purchase Contract between WhaleCrew and the Customer is not concluded.

Subscription prices are displayed in Euro, but can be paid in other currencies or cryptocurrencies, depending on the Payment Provider. For the calculation of the price of the Subscription, the exchange rate of the currency or cryptocurrency selected by the Customer at the time of pressing the button "Place order now" shall apply. If the price at the time of payment differs from the price at the time of placing the order, a corresponding adjustment will be made (especially in the case of cryptocurrencies). This means that the Customer may receive a refund of the overpaid price or have to pay the missing amount. In such a case, the Customer will receive a corresponding notice and the information relevant to the further payment/refund from WhaleCrew by email. The Purchase Contract will only be concluded at the time of full payment of the Subscription price.

The Customer also has the option to reduce the price by redeeming an applicable discount code in the last step of the Purchase process. The respective discount code is redeemable only in its entirety. Only one discount code is redeemable per purchase transaction. The discount code can only be redeemed before completing the order and payment process. Subsequent offsetting is not possible. WhaleCrew reserves the right to refuse redemption of the discount code in individual cases if redemption is not possible due to a technical malfunction.

4. Warranty

The Customer's warranty rights are governed by the general statutory provisions of the German Civil Code (BGB), unless otherwise specified below:

The limitation period for warranty claims is 2 years for WhaleCrew and Customers who are consumers, or 1 year for customers who are entrepreneurs.

A shortening of the statutory limitation periods does not apply to Customer’s claims for damages due to injury to life, limb or health or to claims for damages due to a breach of essential contractual obligations. Material contractual obligations are those whose fulfilment makes the proper performance of the Purchase Contract possible in the first place and/or on whose compliance the Customer may regularly rely (so-called "cardinal obligations"). A shortening of the statutory limitation periods also does not apply to claims for damages based on an intentional or grossly negligent breach of duty by WhaleCrew, its legal representatives or vicarious agents. Section 478 of the German Civil Code (BGB) and the provisions of the Product Liability Act (ProdHaftG) remain unaffected by this provision.

If there is a defect of the subject of the Purchase Contract, WhaleCrew is entitled to subsequent performance. However, WhaleCrew is also entitled to refuse the type of subsequent performance chosen by the Customer if it is only possible with disproportionate costs and another type of subsequent performance remains without significant disadvantages for the Customer. During the supplementary performance, the reduction of the purchase price or the withdrawal from the Purchase Contract by the Customer are excluded.

If the subsequent performance fails at least twice, the Customer shall be entitled to reduce the purchase price or, at his option, to withdraw from the Purchase Contract.

IV. Disclaimer

1. No investment advice

The information provided as part of the Subscription does not constitute investment advice or investment brokerage. In particular, the analyses provided, also in connection with the purchases and sales made, do not constitute an invitation to trade, but merely give the customer the opportunity to develop his own investing strategy. WhaleCrew does not receive any commission or other remuneration and/or other benefits with regard to the investments, trading decisions and options made by the Customer as well as statements made or discussed by themself.

Forecasts and forward-looking statements always involve risks and uncertainties. Various known and unknown risks, uncertainties and other factors may cause the actual results, development or financial position and performance of the respective investments and cryptocurrencies presented to differ materially from the estimates provided by the indicators.

Insofar as investment decisions are made on the basis of the indicators, this is done exclusively and expressly at the investor's own risk. In any case, it is recommended to obtain individual and expert investment advice before making an investment decision.

2. No assumption of liability

WhaleCrew assumes no liability or warranty (express or implied) for the timeliness, accuracy, adequacy or completeness of the information and the indicators provided or for any financial loss. Liability for damages as a result of actions taken on the basis of the indicators and the information and analyses presented about them is also expressly excluded.

Insofar as price information is reproduced on the basis of the indicators, this is without guarantee. Claims arising from this against WhaleCrew are excluded.

Insofar as direct or indirect references are made to external websites ("external links") within the scope of the Subscription, these websites are subject to the liability of the respective operators. WhaleCrew has only carried out a thematic check of the contents presented there (so-called "content control") when the external links were linked for the first time. WhaleCrew has no influence on changes to the content of the linked websites after this check. WhaleCrew does not adopt the content behind the reference or external link as its own and accepts no liability for the content of external websites.

The Customer has no claim to the constant availability and trouble-free usability of the Subscription, the Indicators and the external links (including TradingView). WhaleCrew will do everything in its power to comply with the TradingView Policies and House Rules through proper conduct. Furthermore, WhaleCrew has no influence on the functioning of the TradingView website as well as the Software (in particular the activation of the Software for the Customer).

V. General conditions

1. Statutory right of withdrawal (Widerrufsrecht)

If the Customer is a consumer within the European Union, the Customer is entitled to withdraw from the Purchase Contract within 14 (fourteen) days without giving any reason. Therefore, the Customer acknowledges the revocation instruction as set out in this section. The German version stated below shall be considered as decisive.

Right of Withdrawal (English, convenience translation only):

If the Customer is a consumer within the European Union, the Customer is entitled to withdraw from the Purchase Contract within 14 (fourteen) days without giving any reason. The deadline for withdrawal shall be 14 (fourteen) days from the date of the conclusion of the Purchase Contract (time period).

In order to exercise the statutory right of withdrawal, the Customer is obliged to clearly and explicitly inform WhaleCrew about his decision to withdraw from the Purchase Contract (e.g. by sending an email to @mcc.oerelwahw@troppus or a written notice WhaleCrew UG (haftungsbeschränkt), Thanheimer Str. 13, 92421 Schwandorf, Germany)) within the time period given above. In case of withdrawal, WhaleCrew shall reimburse all payments received by the Customer, including the costs of delivery (except supplementary costs resulting from choosing another type of delivery diverging the least expensive standard delivery offered by WhaleCrew) without undue delay. For the purpose of reimbursement WhaleCrew will use the same payment method the Customer used for the initial transaction to be carried out, unless otherwise expressly agreed by the parties. WhaleCrew will not charge a fee for the reimbursement. The Customer is not obliged to pay any compensation.

The Customer may use the withdrawal form given in Annex 1 to these Terms and Conditions, however this is not mandatory.

Widerrufsrecht (Deutsch):

Sie haben das Recht, binnen vierzehn Tagen ohne Angabe von Gründen diesen Vertrag zu widerrufen.

Die Widerrufsfrist beträgt vierzehn Tage ab dem Tag des Kaufvertragsschlusses.

Um Ihr Widerrufsrecht auszuüben, müssen Sie WhaleCrew mittels einer eindeutigen Erklärung (z.B. ein mit der Post versandter Brief oder E-Mail an @crcowwa@hepmp.ltoresu) über Ihren Entschluss, diesen Vertrag zu widerrufen, informieren. Sie können dafür das in Annex 1 beigefügte Muster-Widerrufsformular verwenden, das jedoch nicht vorgeschrieben ist.

Zur Wahrung der Widerrufsfrist reicht es aus, dass Sie die Mitteilung über die Ausübung des Widerrufsrechts vor Ablauf der Widerrufsfrist absenden.

Folgen des Widerrufs

Wenn Sie diesen Vertrag widerrufen, haben wir Ihnen alle Zahlungen, die wir von Ihnen erhalten haben, einschließlich der Lieferkosten (mit Ausnahme der zusätzlichen Kosten, die sich daraus ergeben, dass Sie eine andere Art der Lieferung als die von uns angebotene, günstigste Standardlieferung gewählt haben), unverzüglich und spätestens binnen vierzehn Tagen ab dem Tag zurückzuzahlen, an dem die Mitteilung über Ihren Widerruf dieses Vertrags bei uns eingegangen ist. Für diese Rückzahlung verwenden wir dasselbe Zahlungsmittel, das Sie bei der ursprünglichen Transaktion eingesetzt haben, es sei denn, mit Ihnen wurde ausdrücklich etwas anderes vereinbart; in keinem Fall werden Ihnen wegen dieser Rückzahlung Entgelte berechnet. Sie müssen keinen Wertersatz leisten.


2. Liability

Claims of the Customer for damages are excluded. Excluded from this are claims for damages by the Customer arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by WhaleCrew, its legal representatives or vicarious agents. Material contractual obligations are those whose fulfilment is necessary to achieve the objective of the Purchase Contract.

In the event of a breach of material contractual obligations, WhaleCrew shall only be liable for the foreseeable damage typical of the contract if this was caused by simple negligence, unless it is a matter of claims for damages by the Customer arising from injury to life, limb or health.

3. Ancillary agreements / text form

This Purchase Contract contains all agreements made between the parties concerning the subject matter of the Purchase Contract. Verbal collateral agreements do not exist.

Amendments to these GTC must at least be made in text form.

4. Notice on online dispute resolution in consumer matters

In case of disputes, the EU Commission offers an online platform for online dispute resolution (ODR platform). The ODR platform serves as a contact point for the out-of-court settlement of disputes concerning contractual obligations arising from online purchase contracts. The customer can access more information and this ODR platform via the following link: https://ec.europa.eu/consumers/odr.

5. Dispute Resolution

The law of the Federal Republic of Germany shall apply to these GTC and all legal relations between WhaleCrew and the Customer under the exclusion of the international uniform law, in particular the UN Sales Convention. The statutory provisions on the restriction of the choice of law and on the applicability of mandatory provisions, in particular of the state in which the Customer has his habitual residence as a consumer, shall remain unaffected. WhaleCrew is not willing and not obliged to participate in a dispute resolution procedure in front of a consumer arbitration board.

6. Place of jurisdiction

Place of jurisdiction is the place of the registered office of WhaleCrew for any and all disputes arising from these GTC and all legal relations between WhaleCrew and the Customer, unless mandatory statutory provisions require otherwise.

7. Negotiating Language

The negotiating language is English. This shall not apply to consumers.

8. Changes to General Terms and Conditions

WhaleCrew may amend these GTC at any time with 14 (fourteen) days prior notice. Amendments and supplements to these GTC must be made in writing to become legally effective. This also applies to the cancellation of the written form requirement. WhaleCrew will inform the Customer about the amendments without undue delay. In order to inform the Customer of upcoming amendments or to provide the amended document WhaleCrew is entitled to give written notice via e-mail with reference to the document deposited on the WhaleCrew’s website. If the Customer does not make an immediate statement, the amended GTC shall apply. This section shall not apply to consumers.

9. Severability Clause

Should provisions of this these GTC be or become invalid or void, or should provisions of these GTC be or become unenforceable, this shall not affect the validity and enforceability of the remaining provisions. Instead of the invalid, void or unenforceable provision, the parties agree on a provision that comes as close as legally possible in economic terms to what the parties wanted according to the meaning and purpose of the deleted provision. The same applies if gaps in these GTC should become apparent.

10. No Waiver

Any failure of enforcement of rights, provisions or claims resulting from these GTC, the Purchase Contract or any other document accompanying the aforementioned by WhaleCrew shall in no way be deemed as a waiver of these rights, provisions or claims.


Annex 1: Statutory right of withdrawal (Widerrufsrecht)

Model withdrawal form

The Customer may use the withdrawal form given below, however this is not mandatory.

Widerrufsformular

An: WhaleCrew UG,

Hiermit widerrufe/n ich/wir den von mir/uns abgeschlossenen Vertrag über die folgenden Services: [bitte das ausgewählte Abonnement eintragen] Software.

Bestellt am: [Bitte Datum eintragen]/ geliefert an: [Bitte Datum eintragen]

Name des/der Verbraucher/s: [bitte Name/n eintragen]

Anschrift des/der Verbraucher/s: [bitte vollständige Anschrift eintragen]

Datum: [bitte Datum eintragen]



Unterschrift des Verbrauchers (nur bei Mitteilungen auf Papier)



English Version:

I/We (*) hereby give notice that I/ we (*) withdraw from my/ our contract of sale of the following goods (*) / for the provision of the following service (*):

[Insert ordered Subscription]

Ordered on (*) / received on (*): [please insert as appropriate]

Name of consumer(s): [please insert as appropriate]

Address of consumer(s): [please insert as appropriate]

Date:



Signature of consumer(s) [only by submitting this form on paper]"

*Delete as appropriate