Terms of Service

CENTAURS CAPITAL — TERMS OF SERVICE & CLIENT AGREEMENT Centaurs Capital is a brand and trading name of Techflows GmbH, incorporated in Switzerland (Canton of Zug). Draft template pending review by Swiss legal counsel.

1. DEFINITIONS. "Company"/"we" — Techflows GmbH, operating as Centaurs Capital, seat in Canton of Zug. "Client"/"you" — the person who accepts this Agreement. "Platform" — the Centaurs website/portal and the third-party copy-trading infrastructure (currently MetaCopier) used under Centaurs branding. "Software/Connection Service" — the technology that links the Client's own MT5 account to a trading signal and replicates its trades onto the Client's own account. "Strategy" — the underlying logic, algorithm, signal source, configuration and know-how, including the identity of any third-party signal provider or partner. "Broker" — the independent third-party brokerage where the Client holds their own account.

2. NATURE OF THE SERVICE. 2.1 Centaurs provides software and a technical connection service only, replicating a Strategy's trades onto the Client's own account, which stays in the Client's name and control. 2.2 Centaurs is NOT a bank, securities dealer, portfolio/asset manager, trustee, custodian, or investment/financial/legal/tax adviser, and provides no advice, recommendation, portfolio management or licensable financial service. 2.3 Nothing provided constitutes advice, a recommendation, a solicitation or an assurance of suitability; the Client decides independently and is solely responsible. 2.4 Centaurs provides the technology and does not promise or guarantee any trading result.

3. NO CUSTODY. 3.1 Centaurs never holds, receives, controls or has withdrawal access to the Client's capital; all funds remain in the Client's own account at the Client's own Broker, in the Client's name. 3.2 The Client enters their brokerage login only on the secure page of the third-party connection platform, never shares credentials with Centaurs, and Centaurs never requests or stores them. 3.3 The Client may pause or disconnect at any time, directly.

4. LICENCE FEE. 4.1 The monthly software/infrastructure licence fee is 1.25% of the connected account balance recorded at the start of that calendar month. The resulting monetary fee is determined from that opening balance and invoiced by Techflows GmbH at the end of the same month. 4.2 The fee is account-size-based, not a share of profits or a performance fee. It is payable whether the account gains or loses, and is not recalculated from month-end results. No payment or withdrawal from the brokerage account is handled by Centaurs Capital. 4.3 The Client must provide a truthful monthly balance statement or screenshot. Faking, editing or under-reporting it is a breach that may lead to immediate disconnection and recovery of fees. 4.4 The opening balance and applicable currency must be documented on the invoice. Any arrangements for a connection starting or ending part-way through a month, payment deadlines, or applicable taxes must be expressly agreed in writing before service begins; this agreement does not imply a pro-rata charge or a tax-inclusive price.

5. RISK DISCLOSURE AND ACKNOWLEDGMENT. The Client acknowledges and accepts that: 5.1 trading leveraged FX, CFD and precious-metal (e.g. gold) instruments carries a high level of risk and is not suitable for everyone; 5.2 the Client can lose some, all, or potentially more than their deposited capital, and accepts this in full; 5.3 past performance is not indicative of future results, and historical figures are illustrations only, not a guarantee; 5.4 the Strategy may use methods including position scaling/averaging and operation without fixed stop-loss levels, which can produce significant drawdowns and losses; 5.5 the Client has considered their own situation, is financially able to bear a total loss, and uses the Software entirely at their own risk and decision.

6. NO GUARANTEE; LIMITATION OF LIABILITY. 6.1 The service is provided "as is" and "as available", without warranty, to the maximum extent permitted by law. 6.2 To the maximum extent permitted by law, Centaurs is not liable for any trading losses or for loss arising from market movements; the Strategy or any signal provider; the acts, omissions, insolvency, execution, spreads, commissions, slippage or rejection of the Broker; latency, downtime, errors or interruptions of the connection platform or any third party; the Client's own decisions, settings or account; or force majeure. 6.3 To the maximum extent permitted by law, Centaurs's total aggregate liability is limited to the licence fees paid by the Client in the 3 months before the event, and Centaurs is not liable for indirect, consequential, incidental or special loss, or loss of profit. 6.4 WAIVER AND RELEASE. To the maximum extent permitted by applicable law, the Client waives and releases claims against Centaurs Capital for trading losses, confirms they bear all trading risk and act on their own independent decision. This does not exclude mandatory liability. 6.5 Nothing excludes liability that cannot lawfully be excluded (e.g. gross negligence or wilful misconduct, or mandatory statutory liability); where such law applies, the above applies only as far as the law allows.

7. THIRD-PARTY DEPENDENCIES. The Strategy, the signal provider/partner, the Broker and the connection platform are independent third parties Centaurs does not control and is not responsible for; any may change, suspend or terminate their services.

8. IP, CONFIDENTIALITY & NON-CIRCUMVENTION. 8.1 The Software, configuration, connection method, Strategy, the identity of any signal provider or partner, and all know-how are the confidential, proprietary property of Centaurs and/or its partners; the Client gets a limited, personal, non-transferable, revocable right to use the Software for their own account only, and acquires no ownership. 8.2 The Client keeps confidential all non-public information obtained, including the existence and identity of any signal provider, partner or source. 8.3 The Client shall not copy, reproduce, reverse-engineer, decompile, record, reconstruct, resell, sublicense, redistribute or commercialise the Strategy, signal, Software or connection, in whole or part. 8.4 Non-circumvention: the Client shall not attempt to identify, locate, approach, solicit, contract with or deal directly or indirectly with any underlying signal provider, strategy owner, partner or supplier to obtain, replicate or continue access to the Strategy or an equivalent service outside of or in circumvention of Centaurs, including bypassing Centaurs to connect to the same or a substantially similar strategy through any other channel. 8.5 Sections 8.2–8.4 survive termination for 36 months; a breach entitles Centaurs to immediate termination, injunctive relief and compensation for all damages and lost fees, plus any other remedy.

9. CLIENT REPRESENTATIONS. The Client warrants they: (9.1) are 18+ with full legal capacity (or authorised for an entity); (9.2) act on their own behalf and funds, not for a sanctioned person or in breach of AML rules; (9.3) are legally permitted to use the service locally and are responsible for local compliance and tax.

10. CROSS-BORDER. 10.1 The service is provided from Switzerland under Swiss law; Centaurs makes no representation it is appropriate or available under any other country's laws. 10.2 The Client is solely responsible for the lawfulness of their use and any local registration, reporting or tax.

11. DATA PROTECTION. Centaurs processes personal data under the Swiss FADP and, where applicable, the EU GDPR, solely to provide the service, and does not collect or store brokerage credentials.

12. TERM & TERMINATION. 12.1 Starts on acceptance, continues until terminated. 12.2 Either party may terminate anytime; the Client may disconnect directly; Centaurs may suspend/terminate immediately for breach (esp. Section 8), illegality or third-party unavailability. 12.3 On termination the right to use ends, accrued fees remain due, and Sections 6, 8, 13, 14 survive.

13. GOVERNING LAW & JURISDICTION. 13.1 Swiss substantive law, excluding conflict-of-law rules and the CISG. 13.2 Exclusive jurisdiction: the competent courts of the Canton of Zug, subject to any mandatory consumer place of jurisdiction.

14. GENERAL. 14.1 Entire agreement (with Schedules and Risk Disclosure). 14.2 Severability — invalid provisions are replaced by the closest valid one; the rest stays in force. 14.3 Amendments — Centaurs may update these terms; material changes notified; continued use is acceptance, to the extent permitted by law. 14.4 Electronic acceptance by ticking the boxes and typing your full name before onboarding is a valid, binding electronic signature.

SCHEDULE A — MONTHLY LICENCE FEE: 1.25% × connected account balance at the start of the calendar month; invoiced at the end of that month. No performance-based fee. Example: an opening balance of USD 100,000 produces a monthly licence fee of USD 1,250, regardless of trading results.

Centaurs Capital is a brand of Techflows GmbH, Canton of Zug, Switzerland. Draft — subject to review by Swiss legal counsel before use.