Terms and Conditions of Service

These Terms are entered into between [LEGAL ENTITY], with registered office at [REGISTERED OFFICE], [VAT/REA] (hereinafter "BlackSwan FX", "we" or the "Company") and the user, being an adult natural person or, where permitted, a legal entity (hereinafter "User" or "you") accessing or using the Service.

The Service includes the blackswanfx.it website, its subpages, the user dashboard, the API, the EA installable on MetaTrader 5, and any future component, update or extension (collectively, the "Service").

• "EA" or "Expert Advisor": the algorithmic software provided by BlackSwan FX, installable on the User’s MetaTrader 5 terminal for the automated sending of orders to the User’s broker.
• "Broker": the financial intermediary of the User’s choice where the MetaTrader 5 account is held. BlackSwan FX is not a broker, does not hold User funds, and does not act as an intermediary.
• "Account": the personal account registered by the User on blackswanfx.it, distinct from the trading account held with the Broker.
• "Profit Share": the fee owed to BlackSwan FX equal to 50% of the realized net profit generated on the User’s MT5 account during the reference period, as detailed in Section 07.
• "Suite": the set of algorithmic bots offered by BlackSwan FX, available from time to time, whether existing or future.

To use the Service the User represents, warrants and undertakes to keep true the following facts:

• being of legal age (18 years or older) in their jurisdiction of residence;
• having full legal capacity to enter into binding contracts;
• not being a resident or citizen of the United States of America, or of any other State where the Service is prohibited, subject to registration or prior authorization, or subject to applicable sanctions (including, by way of example, OFAC, EU and UN lists);
• not acting on behalf of third parties without BlackSwan FX’s explicit written authorization;
• possessing sufficient knowledge to understand the risks of leveraged financial trading, fully accepting such risks, and being financially able to sustain the total loss of the capital employed.

BlackSwan FX reserves the right, at its sole discretion and at any time, to refuse registration, suspend or terminate an Account if the eligibility requirements are not met or cease to apply.

The Service consists of making available the EA and the accessory tools of the dashboard. The EA operates exclusively on the User’s MetaTrader 5 account at the Broker of the User’s choice, sending order instructions based on predefined algorithmic logic. Each operation is executed by the Broker on behalf of and in the name of the User.

No communication, marketing material, published performance, Discord post, dashboard or text within the Service constitutes, or may be interpreted as, investment advice within the meaning of Directive 2014/65/EU (MiFID II), the Italian Consolidated Law on Finance (Legislative Decree 58/1998), or equivalent regulation in any other jurisdiction.

Subject to acceptance of the Terms and payment of the Profit Share when due, BlackSwan FX grants the User a personal, non-exclusive, non-transferable, non-sublicensable, limited and revocable license to use the EA exclusively on the MT5 accounts indicated by the User in the dashboard.

The following are expressly forbidden:

• decompiling, disassembling, reverse engineering, or attempting to extract the source code of the EA or any part thereof;
• redistributing, reselling, sub-licensing, sharing or renting the EA to third parties;
• removing, altering or obscuring intellectual property notices, trademarks or license signatures;
• using the EA for unlawful, manipulative activity or in breach of the Broker’s policies;
• circumventing or attempting to circumvent license, authentication, kill switch or risk control mechanisms.

The license is terminated as of right in the event of breach of any of the foregoing, without prejudice to BlackSwan FX’s right to claim damages.

The User is responsible for the confidentiality of their credentials, for the correct configuration of the operating environment (including, where applicable, VPS, MT5 terminal, broker login), and for all activity carried out through their Account, including by unauthorized third parties.

The User shall promptly notify BlackSwan FX at legal@blackswanfx.it of any suspicion of unauthorized access. BlackSwan FX is not liable for damages arising from the failure to comply or delayed compliance with this obligation.

Access to the Suite is by free registration. No activation fee, monthly subscription or recurring charge is due. The only fee payable is the Profit Share.

The Profit Share equals 50% of the realized net profit generated on the User’s MT5 account during the reference period, calculated as the difference between closing equity and the previous high-water mark, net of deposits and withdrawals made during the period. In the absence of a new high-water mark no Profit Share is due. Weeks closed flat or at a loss do not generate any payment obligation.

The reference period is weekly (Monday 00:00 UTC – Sunday 23:59 UTC). Payment is due within 5 business days from the end of the period, in USDC stablecoin on the Solana network at the wallet address associated with the User’s Account, unless otherwise agreed in writing.

Any taxes, withholdings or tax obligations possibly applicable to the User in their jurisdiction are the User’s sole responsibility. BlackSwan FX issues invoices/e-invoices in accordance with Italian regulations.

Failure to pay the Profit Share by the due date entitles BlackSwan FX to suspend or revoke the license, disable the EA via remote kill switch, and pursue any legal remedy to recover the amount due.

• Use the EA only on accounts declared in the dashboard, with Brokers compatible with the published requirements;
• Set up a stable and adequate operating environment, including a Windows VPS with MT5 running 23/5, where applicable;
• Periodically monitor open positions, equity, safety margins and all dashboard notifications;
• Keep credentials, email address and payout wallet up to date;
• Comply with the policies of their Broker and applicable law, including anti-money laundering (AML) and counter-terrorist financing (CFT);
• Not use the Service for unlawful, fraudulent, manipulative purposes or to cause harm to BlackSwan FX or third parties.

The Service is provided "AS IS" and "AS AVAILABLE", with no warranties of fitness for a particular purpose, error-free operation or non-infringement of third-party rights, to the maximum extent permitted by applicable law.

To the fullest extent permitted by applicable law, BlackSwan FX, its directors, employees, contractors, shareholders and suppliers shall not be liable, on any basis (contractual, tortious, strict liability or otherwise), for:

• trading losses incurred on the User’s MT5 account, however originated (market action, gaps, slippage, Broker execution, kill switch triggered, EA errors, User configuration errors, etc.);
• indirect, incidental, consequential, special, exemplary or punitive damages, loss of expected profits, loss of opportunity, loss of data or goodwill;
• Service unavailability due to maintenance, updates, cyberattacks, third-party malfunction, force majeure events;
• conduct, acts or omissions of the User’s Broker, VPS providers, integrated third parties or other parties not controlled by BlackSwan FX.

Save in cases of willful misconduct or gross negligence, and without prejudice to the mandatory rights of consumers, BlackSwan FX’s aggregate liability towards the User over any twelve (12) month period shall not in any event exceed the total Profit Share actually paid by the User to BlackSwan FX during the twelve (12) months immediately preceding the harmful event.

The User shall indemnify and hold harmless BlackSwan FX, its directors, employees and contractors from and against any claim, action, dispute, cost, expense (including reasonable legal fees) and damage arising out of or in connection with (i) breach of these Terms, (ii) breach of applicable law, (iii) non-compliant use of the Service, (iv) third-party claims (including from the User’s Broker) arising from operations on the User’s account.

All intellectual and industrial property rights relating to the Service, the EA, the source code, the algorithms, the documentation, the trademarks (including "BlackSwan FX" and its logo), the website and dashboard content are the exclusive property of BlackSwan FX or its licensors. Nothing in these Terms entails a transfer or assignment of ownership rights.

BlackSwan FX reserves the right to suspend or terminate the Service, in whole or in part, and/or to activate the remote kill switch on the EA at any time, with or without notice, in case of: (a) breach of the Terms or applicable law; (b) suspicion of fraudulent, manipulative or harmful activity; (c) request from competent authorities; (d) failure to pay the Profit Share; (e) security, maintenance or update needs.

The User may withdraw from the Terms at any time by deleting their Account and ceasing use of the EA, subject to payment of any amounts due up to the withdrawal date.

BlackSwan FX may amend the Terms at any time for technical, regulatory, commercial or security reasons. Amendments will be published on blackswanfx.it/legal/terms and communicated to the User by email with at least 15 days’ notice when they introduce material obligations. Continued use of the Service after the effective date of the amendments constitutes acceptance; failing acceptance, the User may withdraw without penalty.

The processing of the User’s personal data is governed by the Privacy Policy, which is an integral part of these Terms, available at blackswanfx.it/legal/privacy.

BlackSwan FX shall not be liable for breach or delay due to events beyond its reasonable control, including, by way of example: natural disasters, acts of war or terrorism, governmental or regulatory restrictions, strikes, cyberattacks, malfunctions of public networks, Brokers or third-party providers.

The User may not assign their Account or the rights under these Terms without BlackSwan FX’s written consent. BlackSwan FX may assign this agreement, in whole or in part, to affiliated companies or as part of corporate transactions, by giving notice to the User.

Any invalidity or unenforceability of a single clause shall not affect the validity of the remaining provisions of the Terms, which shall continue in full force and effect.

These Terms are governed by Italian law. Disputes with consumer Users are subject to mandatory consumer protection rules and to the court of the consumer’s place of residence or domicile. Disputes with professional Users are subject to the exclusive jurisdiction of the courts of [JURISDICTION CITY], Italy.

EU-resident consumer Users may also rely on the European Commission ODR platform (ec.europa.eu/consumers/odr).

All formal communications shall be sent by certified email (PEC) or email to legal@blackswanfx.it. BlackSwan FX will communicate by ordinary email to the address registered in the dashboard.