Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") govern your access to and use of the website at suncluster.ca (the "Site") and any software, products, consulting, development, support, or related services provided by Sun Cluster Inc. ("Sun Cluster", "we", "our", or "us"). By accessing or using the Site or Services, you agree to be bound by these Terms. If you do not agree, do not use the Site or Services.

If you are using the Services on behalf of a company or other organization, you represent that you have authority to bind that entity, and "you" includes that entity.

2. Who We Are

• Sun Cluster Inc. is a Canadian software engineering company.
• Business name: Sun Cluster Inc.
• Address: 1338 Wellington Street West, Unit 10, Ottawa, Ontario, K1Y 3B7, Canada
• Website: suncluster.ca
• Contact email: contact@suncluster.ca

3. Definitions

• "Services" means the Site and any software engineering services, productized service packages, subscriptions, support, or other offerings provided by Sun Cluster.
• "Deliverables" means work products we agree to provide under a written statement of work, proposal, order form, or similar document.
• "Client" means an individual or organization purchasing Services from Sun Cluster.
• "Third-Party Services" means services, platforms, brokers, exchanges, cloud providers, or APIs not operated by Sun Cluster.

4. Our Services

We provide software engineering and productized services, including (a) custom trading bots and automated trading systems, (b) single-client deployments of a private trading web application ("Trading Desk App"), and (c) other custom software development.

The specific scope, timeline, fees, and acceptance criteria for any paid work will be set out in a written proposal, statement of work, order form, or similar document (each a "SOW"). If these Terms conflict with a SOW, the SOW controls for that engagement.

5. Important Trading and Regulatory Disclosures (No Financial Advice)

Sun Cluster is a software engineering company. We do not provide investment advice, trading recommendations, or personalized financial guidance. We are not a broker, dealer, investment adviser, portfolio manager, or any other regulated intermediary, and we do not accept customer deposits or take custody of client funds.

Our Services may help you automate actions in your own brokerage or exchange accounts. You are solely responsible for configuring, testing, deploying, and monitoring any strategy or automation you use, and for all decisions and trades executed in your accounts.

Trading in financial instruments (including crypto assets, forex, equities, and derivatives) involves substantial risk and may result in losses, including losses that exceed the amount initially deposited with a broker or exchange. Sun Cluster makes no promises of profit or performance.

6. Eligibility and Use

• You must be at least the age of majority in your jurisdiction to use the Services.
• You agree to use the Site and Services only for lawful purposes and in compliance with applicable laws and regulations.
• Do not attempt to gain unauthorized access to the Site, our systems, or other users’ accounts.
• Do not introduce malware, scraping, denial-of-service activity, or other harmful code or behavior.
• Do not misuse the Services to violate third-party terms, market rules, broker/exchange rules, or applicable laws.

7. Accounts, Credentials, and Security

Some Services may require an account or credentials. You are responsible for maintaining the confidentiality of your login information, API keys, and other credentials. You are responsible for activity under your account except where caused by Sun Cluster’s gross negligence or willful misconduct.

8. Fees, Invoicing, and Taxes

• Fees are as set out in the applicable SOW. Unless stated otherwise, fees are in USD. Taxes (including GST/HST or other applicable taxes) may apply and are your responsibility unless the SOW states otherwise.
• Late payments may result in suspension of Services. We may charge reasonable costs of collection where permitted by law.

9. Subscriptions and Renewals

If you purchase a subscription (including for the Trading Desk App), subscription terms (billing cycle, renewal, included usage/support, and cancellation) are described in your order form/SOW and our Cancellation Policy. Unless otherwise stated, subscriptions renew automatically at the end of each billing cycle until cancelled.

10. Intellectual Property

Sun Cluster retains all rights to its pre-existing software, tools, templates, know-how, and general skills ("Background IP"). Unless your SOW states otherwise, Deliverables are provided to you under a license sufficient for your internal use of the Deliverables, and Sun Cluster may reuse non-confidential, generalized learnings and components that do not include your confidential information.

Third-party and open-source components may be included in Deliverables and remain subject to their respective licenses. You are responsible for complying with those licenses.

You represent that you have the rights to provide any materials, data, strategies, or code you supply to us, and you grant us a limited license to use them solely to provide the Services.

11. Third-Party Services and Broker/Exchange Integrations

Your use of Third-Party Services (including brokers, exchanges, data providers, cloud providers, and APIs) is subject to their terms. We do not control Third-Party Services and are not responsible for outages, changes, errors, pricing, fees, execution quality, or other issues caused by Third-Party Services.

12. Confidentiality

During a project, each party may receive confidential information from the other. Each party will protect the other party’s confidential information using reasonable care and will use it only to perform or receive the Services, except as required by law or with the disclosing party’s consent.

13. Warranty Disclaimer

The Site and Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Sun Cluster disclaims all warranties, conditions, and representations, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Sun Cluster does not warrant that the Services will be uninterrupted, error-free, or that any automation or integration will operate without downtime, delays, slippage, partial fills, or other market/broker/exchange effects.

14. Limitation of Liability

To the maximum extent permitted by law, Sun Cluster will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, arising out of or related to the Services, even if advised of the possibility.

To the maximum extent permitted by law, Sun Cluster’s total liability for all claims arising out of or related to the Services will not exceed the amounts paid by you to Sun Cluster for the Services giving rise to the claim in the three (3) months before the event first occurred.

15. Indemnification

You agree to indemnify and hold Sun Cluster harmless from claims, damages, liabilities, and expenses (including reasonable legal fees) arising from your use of the Services, your violation of these Terms, your strategies or trading activities, or your breach of third-party terms.

16. Consumer Rights

If you are a consumer, you may have additional rights under applicable consumer protection laws that cannot be waived. Nothing in these Terms limits your non-waivable statutory rights.

17. Changes to These Terms

We may update these Terms from time to time by posting an updated version on the Site and updating the "Last updated" date. If changes are material, we will take reasonable steps to provide notice. Your continued use of the Services after changes become effective means you accept the updated Terms.

18. Governing Law and Venue

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. You agree that any dispute will be brought in the courts located in Ontario, Canada, unless applicable law requires otherwise.

19. Contact

Questions about these Terms can be sent to contact@suncluster.ca.