Terms & Services

Nachas Networks – Master Terms Agreement

Software End User License Agreement


Capitalized terms used but not otherwise defined are set forth in Section 1 (Definitions).  

1. Definitions

  1. “Activation Date” means the earliest of (i) the date on which the Software is configured and made available by Nachas for use by the Client; (ii) the date on which the Software starts to be used in production as evidenced by any of the routing of any production orders to brokers through the Software (this includes test orders used to verify connectivity etc.); (iii) the start of running in parallel with existing systems for purposes of validating the operation of the Software; and (iv) the date on which login credentials are provided by Nachas to the Client.  

  1. “Affiliate” means in the case of Nachas, any entity that, from time to time, is directly or indirectly controlling, controlled by, or under common control with Nachas; in the case of Client, any entity that, from time to time, is directly or indirectly controlling, controlled by, or under common control with Client. "Control" means the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise, and the terms "controlling" and "controlled" shall be construed accordingly.  

  1. “Client Personal Data” means the Personally Identifiable Information made available or uploaded into the Services by, or on behalf of, Client and processed by Nachas in connection with this Agreement.  

  1. “Data Protection Legislation” – legislation relating to an individual's right to privacy with respect to the processing of Personally Identifiable Information which is applicable to a party from time to time.  

  1. “Data Vendor” means any third party vendor or provider of Pricing Data (as defined below), including but not limited to exchanges and any other provider of such Pricing Data.

  1. “Install" means placing the Software or necessary components of the Software on a computer’s or other device’s storage or secondary storage in order to Use the Software, including but not limited to any servers or hardware operated or leased by the Client, including set-up of any required connectivity and security access points.  

  1. “Personally Identifiable Information” means personal data (as such term is defined in Data Protection Legislation) processed as part of the Services or in connection with this Agreement.  
  1. “Pricing Data” means data relating to the pricing of financial instruments transacted via use of the Software, including bid prices, ask prices, volumes, charting data and any other data pertaining to instruments tradeable within the Software, whether real-time, delayed, historical or otherwise.

  1. "Software" means any computer programs, web interfaces as well as any related documentation provided by Nachas, including all related user guides, product specifications and similar materials.  

  1. “Updates” mean any bug fixes, service packs or patches, or maintenance releases to the Software.  

  1. “Upgrade” means any release or version of a Software which includes new features or additional functionality.  

  1. "Use" means (i) executing or loading the Software into computer RAM or other primary memory on an authorized device, or (ii) accessing the Software as hosted by Nachas, to use the Software in accordance with Section 3 below (iii) visiting any website or web service provided by Nachas in which the user would be required to login to access such content.

2. Intellectual Property Rights and Reservation of Ownership

Access to the Software is licensed, not sold. Nachas retains title and ownership of the Software and all enhancements, modifications, customizations, updates and all copies therefrom, which are protected by applicable international laws, treaties, conventions regarding intellectual property and proprietary rights, including trade secrets. Client agrees to use reasonable means to protect Software from unauthorized use, reproduction, distribution, or publication. Nachas reserves all rights not specifically granted under this Agreement including the right to change and improve Software.  

In the event of an intellectual property claim that the Application or your possession and use of the Application infringes on a third party's intellectual property rights, Nachas, not Apple, Inc., reserves the right to investigate, defend, settle and discharge of any such intellectual property infringement claim.

3. Grant of Rights

In consideration of this agreement, Nachas hereby grants the Client a limited, non-exclusive, non-transferable, non-sublicensable license to use the Application on your device, solely for the placement and management of electronic trading orders to counterparties connected via Nachas.

Client is permitted under this license to access and/or install and use, the Software on or from (i) any computer located at Client’s place of business, (ii) Client owned laptops used exclusively by employees of Client, or (iii) mobile device used exclusively by employees of Client, all such Use to be for the sole benefit of Client and not for personal or other business purposes. Client assumes full responsibility and liability for ensuring that employees use the Software in accordance with the terms of this Agreement including, but not limited to, the obligations of confidentiality.  

4. Uses Not Permitted

Except to the extent that applicable law prohibits or overrides these restrictions, or as provided herein, Client shall not  

  1. Sell, rent, lease, sublicense, lend, assign, or time-share the Software;  

  1. Use the Software for profit on a website or web service not provided or operated by Nachas;  

  1. Redistribute access to the Software to third parties, in whole or in part;  

  1. Reverse engineer, decompile, or disassemble the Software;  

  1. Make any modifications or enhancements to the Software without Nachas' express written consent;  

  1. Make any attempt to circumvent the technological measure(s) that controls access to or use of the Software;  

  1. Store, cache, use, upload, redistribute, sublicense or otherwise use the Software in violation of this Agreement;  

  1. Unless otherwise permitted by the relevant Data Vendor, sell or redistribute any of the Pricing Data displayed by the Software;

  1. Unless otherwise permitted by the relevant Data Vendor, Store, cache, use, upload, redistribute, sublicense or otherwise use any Pricing Data displayed by or derived from the Software; or  

  1. Remove or obscure any Nachas patent, copyright, trade-mark, proprietary rights notices, and/or legends contained in or affixed to any Software, output, metadata file, or online and/or hard-copy attribution page of any data or documentation delivered thereunder.  

5. Open Source Software

Any Open Source Software that may accompany the Software is provided to Client under the terms of the Open Source license agreement or copyright notice accompanying such Open Source Software, or in the open source licenses file accompanying the Software. As used in this Agreement “Open Source Software” means open source software components provided with the Software that are licensed to Client under the terms of the applicable license agreements included with such open source software components or other materials for the Software. This Agreement does not apply to any Open Source Software accompanying the Software and Nachas hereby disclaims any and all liability to Client or any third party related thereto.  

6. License Term and Termination

  1. Term. This Agreement is effective when accepted by both parties and the license granted to access the Software remains in force until either party terminates this Agreement. This license is granted on a one-month rolling basis.

  1. Termination by Client. Client shall have the right to terminate this Agreement by giving at least 30 days’ written notice.

  1. Termination by Nachas. Nachas shall have the right to terminate this Agreement (i) if Client materially breaches any obligation under this Agreement and fails to remedy the breach, provided that Nachas shall give written notice of its intention to terminate and shall allow the Client 30 days after delivery of the notice to remedy the breach if the breach can be remedied, or (ii) upon 90 days’ advance written notice to Client if Client’s use, or its requirements in respect, of the Software are significantly different from that of the Software as it was demonstrated to Client prior to entering into this Agreement.  

  1. Actions upon Termination. Upon termination of this Agreement and expiry of the relevant termination period (if any): Client will (i) stop accessing and using the Software; (ii) where applicable, uninstall, remove and destroy the original and all copies of the Software in Client’s possession or control, including any modified or merged portions thereof, in any form, and (iii) where applicable, execute and deliver evidence of such actions to Nachas.  

    Where Software has been installed on systems operated by, leased by or located on a Client’s premises, Nachas shall have a reasonable opportunity to conduct an inspection of Client's place of business and all equipment upon which the Software was installed to assure compliance with this provision.  

If requested by Client in the termination notice, Nachas will extract and deliver a copy of the following Client data to Client in machine readable format (csv or Excel): FIX message history, aggregated trade history and all relevant client account data. Unless otherwise agreed in writing, upon termination of this Agreement and expiry of the relevant termination period (if any) all Client data on Nachas controlled or managed computers or storage will be permanently deleted.  

7. Support; Obsolescence

Nachas will provide support via telephone and e-mail, consisting of advice on the use of the Software and identification of any defects in the Software. Nachas shall have no obligation to provide support or troubleshooting services in connection with the use of the Software or defects caused by (a) improper use of the Software, including use with unauthorized (i) hardware, (ii) third party software or (iii) third party services, (b) unauthorized use of Nachas’ hardware, or (c) unauthorized modifications to the operating system or third party software after the Software has been Installed.  

The Client acknowledges and agrees that Apple, Inc. has no obligation whatsoever to furnish any maintenance and support with respect to the Application.

For clarification, authorized third party software and services includes only:  

  1. market data feeds which are listed in settings section of the Software (where applicable);
  1. and authorized third party services includes only services performed by custodians, prime brokers, administrators and other service providers of which Nachas has been informed by Client and for which Nachas has provided an authorized interface (collectively “Authorized Environment”).  

Nachas may obsolete:  

  1. a prior version of a Software product on at least six months’ prior notice following the general availability of an Update or Upgrade (whether designated with the same name or not); and  
  1. any Software product as a whole on at least 24 months' prior notice. Nachas will have no obligation to provide or support obsolete Software products or versions of Software products at the end of such notice periods.  

The Agreement will continue to apply in the case of version obsolescence described in (a) but shall terminate in relation to a Software product obsolescence described in (b) above.  

8. Third Party Products and Services

The Software allows for third party plug-ins, third party software integration, and third party data integration, importation, and interoperation (“Third Party Product and Services”). Client shall be solely responsible for obtaining any Third Party Products and Services it requires and shall enter into the appropriate agreements with the respective third parties. Client shall be solely responsible for compliance with any copyright, trade-mark and any other proprietary restrictions relating to such Third Party Products and Services. Client assumes all responsibility and risk of use of any Third Party Products and Services and Nachas hereby disclaims any and all liability to Client or any third party related thereto. Nachas is not responsible for any Third Party Products and Services, including but not limited to third party licensing fees, and will have no liability of any kind for Client’s use of such Third Party Products and Services and makes no warranty of any kind with respect thereto.  

Pricing Data displayed within the Software is a Third Party product as defined above, and is provided “as-is” to users on a best-efforts basis. Nachas makes no warranty as to the accuracy and timeliness of such data. Provision of data is subject to the relevant terms and restrictions imposed by our third-party data providers, including limitations on redistribution, which may restrict our ability to provide Pricing Data on an ongoing, streaming and real-time basis. Client accepts that the provision of Pricing Data is a value-added service provided free-of-charge by Nachas, and indemnifies Nachas against any losses as a result of sole reliance on the Pricing Data provided, including but not limited to trading losses from delayed pricing.

9. Disclaimer of Warranties

In addition to the limitations of Nachas’ liability expressly contained in this agreement, Nachas further disclaims any warranty and the parties acknowledge and agree that client assumes all the responsibility and risk for client’s use of the software and the results and performance thereof. The software is provided to client on an “as is” and “as available” basis, without warranty of any kind.  

Nachas disclaims for itself and on behalf of Apple, Inc.,  all warranties and conditions, express or implied, statutory or otherwise including but not limited to any implied warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose and non-infringement, and any warranties and conditions arising out of course of dealing or usage of trade. No advice or information, whether oral or written, obtained from Nachas or elsewhere will create any warranty or condition not expressly stated in this agreement.  

Nachas does not represent or warrant that: (i) the software will meet client’s requirements or will be error free or that any errors will be corrected; (ii) the operation of the software or any third party software will be uninterrupted; or (iii) the accuracy, timeliness, completeness, or adequacy of the software and any data accessed therefrom. Information provided through the software or any third-party products and services may be delayed, inaccurate, or contain errors or omissions, and Nachas will have no liability with respect thereto.

Some jurisdictions do not allow the exclusion or limitation of certain warranties, so some of the above exclusions may not apply to Client, but are intended to apply to the extent permitted by applicable law.  

Nachas may change or discontinue any aspect or feature of the Software or the use of all or any features or technology in the Software at any time without prior notice to Client.  

10. Limitation of Liability

In no event will Nachas, Apple, Inc., nor their respective affiliated entities or any of their respective officers, directors, employees or authorized agents be liable, even if informed of their possibility, for any special, indirect, incidental, consequential, exemplary or punitive damages, including but not limited to damages for lost or damaged data, lost profits, trading losses, loss of goodwill, lost revenue, service interruption, computer or device damage or system failure, wasted time, anticipated savings or costs of procurement of substitute goods or services, arising out of or in connection with this agreement or the installation or use of or inability to use the software under any theory of liability, including but not limited to contract or tort (including but not limited to products liability, strict liability and negligence), and whether or not Nachas was or should have been aware or advised of the possibility of such damage and notwithstanding the failure of essential purpose of any limited remedy stated in this agreement.  

Except as set out in Section 13 hereof, if any act, omission or negligence (“Default”) on the part of Nachas in connection with this Agreement or in relation to the subject matter of this Agreement, whether in contract or tort, entitles Client to recover damages from Nachas, Nachas' aggregate liability for any and all Defaults shall not exceed the license fees paid within the preceding 12 months of the Default to Nachas by the Client pursuant to this Agreement.  

Nachas, and not Apple, Inc., is responsible for addressing claims relating to the Application and the Client’s possession and/or use of the Application.  

Some jurisdictions do not allow the limitation or exclusion of liability, such as for incidental or consequential damages, so the above limitation or exclusion may not apply to Client but are intended by the parties to apply to the fullest extent permitted by applicable law.  

11. Confidentiality

Client will treat the Software as trade secrets and proprietary know-how belonging to Nachas that is being made available to Client in confidence. Client agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information. Client will treat any amounts payable by it pursuant to this Agreement as confidential information of Nachas and shall not disclose this information without express written consent of Nachas except as may be required by law. Without limiting the foregoing, Client agrees that it will not disclose information about the Software and its features and functions without the prior permission of Nachas.  

In the process of implementing and supporting the Software, Nachas and any consultants working for Nachas may receive information about certain matters which are confidential to Client (“Client Confidential Information”).  

This confidential information consists of:  

  1. names and details of clients and prospective clients,
  1. trade secrets,
  1. trading strategies, or  
  1. other confidential information concerning the business operations of the Client.  

This confidential information shall not include information:  

  1. already lawfully known to Nachas,  
  1. disclosed in published materials,  
  1. generally known to the public, or  
  1. lawfully obtained from any third party.  

Client Confidential Information shall be held by Nachas and any consultants working for Nachas in confidence and shall not be disclosed or used without express written consent of Client at any time, except as may be required by law.  

With respect to Client’s data, including any Client owned data stored by the Software or on Nachas controlled or managed computers or storage, Nachas will not disclose Client’s data outside of Nachas or its subcontractors, controlled subsidiaries and affiliates except as Client directs or as required by law. Nachas will not disclose Client data to law enforcement unless required by law. If a regulatory or legal authority contacts Nachas with a demand for Client data, Nachas will attempt to redirect them to request that data directly from Client. If, however, Nachas is compelled to disclose Client data, Nachas will promptly notify Client and provide a copy of the demand unless legally prohibited from doing so. Upon receipt of any other third-party request for Client data, Nachas will promptly notify Client unless prohibited by law. Nachas will reject the request unless required by law to comply. If it is required to comply with the other third-party request, Nachas will attempt to redirect the third party to request the data directly from Client.  

12. Security

Where Software is provided to an individual user, concurrent usage or sharing of Software access between users is not permitted. Access to the Software may be subject to using passwords or other security devices ("Security Credentials") provided by Nachas. Such Security Credentials must not be shared. Nachas may change Security Credentials with notice to Client or Client's users for security reasons.  

Each party will use reasonable efforts to :

  1. scan the Software for any code or device which is designed or intended to impair the operation of any computer or database or prevent or hinder access to, or the operation of, any program or data, using detection software generally accepted in the industry;  
  1. secure its computing environments according to generally accepted industry standards to ensure that the Software cannot be accessed by any unauthorized person or malicious software; and  
  1. remedy any security breach of which it becomes aware.  

Nachas has implemented, maintains and follows industry-appropriate technical and organizational measures intended to protect Client data against accidental, unauthorized or unlawful access, disclosure, alteration, loss, or destruction.  

If Nachas becomes aware of any unlawful access to any Client data stored on equipment or in facilities controlled or managed by Nachas, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of Client data (each a “Security Incident”), Nachas will promptly:  

  1. notify Client of the Security Incident;  
  1. investigate the Security Incident and provide Client with detailed information about the Security Incident; and
  1. take prompt commercially reasonable steps to remedy the vulnerability, if any, that led to the Security Incident.  

Client agrees to notify Nachas as soon as practicable about any possible misuse of the Software or Security Credentials or any security incident related to the Software or its use.  

13. Indemnification

Nachas shall defend and hold Client harmless from any claim by a third party that the Software infringes any registered patent, copyright or trade secret of that third party, provided:  

  1. Nachas is notified promptly, and in any event no later than within 14 days upon Client’s receipt of notice of the claim;  
  1. Nachas receives reasonable cooperation from Client necessary to perform Nachas’ obligations under this Section 13; and  
  1. Nachas has sole control over the defence and all negotiations for a settlement or compromise of the claim.  

In the event such a claim is made or appears likely to be made, or the Software is held by a court of competent jurisdiction to constitute an infringement or use of the Software is enjoined, Client agrees that Nachas may at its sole option, do one of the following:  

  1. procure for Client the right to continue use of the Software;  
  1. provide a modification to the Software so that its use becomes non-infringing; or  
  1. replace the Software with software which is substantially similar in functionality and performance.  

If Nachas determines that none of options (iv) through (vi) is commercially reasonably available to it, Client agrees to immediately discontinue use of the Software and return or destroy all copies.  

Nachas has no obligation, including no obligation to indemnify Client, in respect of any claim arising from or related to any of the following:  

  1. anything provided by Client or a third party on Client’s behalf that is incorporated into the Software or Nachas’ compliance with any designs, specifications, or instructions provided by Client or a third party on Client’s behalf;  
  1. modification of the Software by Client or a third party on Client’s behalf;  
  1. use of the Software other than in accordance with this Agreement; or  
  1. the combination, operation, or use of the Software except with an Authorized Environment.  

This Section 13 states Nachas’ sole liability and Client’s exclusive remedies for intellectual property infringement claims.  

14. Injunctive Relief

It is expressly agreed that a breach by Client of Sections 3 or 4 or a breach by either party of Section 11 could cause irreparable harm to the non-breaching party and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, the parties agree in respect of a breach or threatened breach of the above mentioned sections of the Agreement, the non-breaching party shall be entitled to seek, without bond or other security, an injunction or other equitable relief or remedies (temporary, preliminary and/or permanent) as may be necessary or appropriate to prevent or mitigate such damage; and each party hereby waives the defence that the other party has an adequate remedy at law.  

15. Data Privacy

Each party will at all times comply with Data Protection Legislation in respect of its processing of Personally Identifiable Information.

Client confirms that any Client Personal Data has been collected and disclosed in accordance with Data Protection Legislation. When using the Software, or accessing Nachas' systems or any other information held by Nachas, Client shall not input, upload, maintain or disclose any irrelevant or unnecessary information about individuals.  

The parties shall use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to alleged unauthorized access, use, processing or disclosure of Personally Identifiable Information.  

Each party will maintain, and will require all third party data processors each such party engages to maintain, appropriate physical, technical and organizational measures to protect Personally Identifiable Information against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure or access.  

If in respect of its processing of Personally Identifiable Information Client or Nachas is required by Data Protection Legislation to include privacy terms with the other party, additional data privacy terms shall be notified to Client by Nachas from time to time. The parties acknowledge and agree that these additional data privacy terms shall apply in addition to this Section 15 (Data Privacy) and form an Annex to this Agreement and/or are set out at https://www.nachasnetworks.com/privacy in relation to the General Data Protection Regulation (2016/679), In such circumstances, any reference to Section 15 (Data Privacy) in this Agreement shall be construed to include such additional data privacy terms.  

16. Client Responsibilities and Authorized Persons

Client acknowledges and agrees that:  

  1. the Software solely provides a means to communicate and manage financial transaction data.  
  1. Nachas (or any Affiliate of Nachas) is not a party to, and will not have any liability, or maintain any trading accounts, with respect to any transaction conducted by Client;  
  1. Client's access to and use of the Software in the conduct of financial transactions may be restricted by applicable law, and Client will abide by such restrictions.  

Client shall be responsible for:  

  1. ensuring that only its authorized users use the Software;  
  1. the supervision, management and control of Client's use of the Software, and all risks associated with it; and  
  1. any transaction data it transmits through the Software and agrees Nachas shall be entitled to rely on such information as having been authorized by Client.  

Client shall cooperate with Nachas and any regulator in any investigation or other inquiry regarding Client's use of the Software.  

17. Client Due Diligence

Before the start of and during the provision of the Software, Nachas may be required by law to conduct anti-money laundering checks. If requested by Nachas, Client agrees to provide information and or documentation which are necessary for compliance with anti-money laundering laws and regulations.  

18. General Provisions

  1. Interpretation:  
  1. Headings: The division of this Agreement into separate sections, subsections, and clauses, the provision of a table of contents and/or the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement.  
  1. Including: Throughout this Agreement, the term “including”, the phrases “e.g.,” or “for example” and any derivatives of any of the foregoing mean “including, without limitation”, thus the examples provided should not be considered to be all-inclusive or limiting.  
  1. Gender: The singular includes the plural and vice versa and any gender includes any other gender.  
  1. Meaning of Words: Words or abbreviations not otherwise defined in this Agreement that have well known or trade meanings are used herein in accordance with their recognized meanings. A definition applies to other forms of the word (e.g. singular or plural).  

  1. Complete Agreement: This Agreement any other attachments it may include, are incorporated herein by reference, is the sole and entire agreement between the parties. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter.  

  1. Modifications to the Agreement: Modifications and amendments to this Agreement, exhibit or appendix hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.  

  1. Survival: Sections 5. Open Source Software, 9. Disclaimer of Warranties, 10. Limitation of Liability, 11. Confidentiality, 13. Indemnification, 14. Injunctive Relief, 15. Data Privacy and 18. General Provisions will survive termination of this Agreement.  

  1. Choice of Law and Jurisdiction: This Agreement is governed by and construed in accordance with the laws of England and Wales. Both parties’ consent to the non-exclusive jurisdiction of the Courts of England and Wales. Members of the Three Body Capital Group have the right under the Contracts (Rights of Third Parties) Act 1999 (the “Act”) to enforce and rely on the terms of the Agreement.  

  1. The Client agrees that Apple, Inc., and its subsidiaries are third party beneficiaries of this License Agreement and that, upon the Client's acceptance of the terms and conditions of this License Agreement, Apple, Inc., will have the right (and will be deemed to have accepted the right) to enforce the License Agreement against the Client as a third party beneficiary thereof.

  1. Notices: All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed received if given as follows:  
  1. When delivered personally to the recipient's address as appearing in the introductory paragraph;  
  1. Five days after being deposited in the mail, postage prepaid to the recipient's address as appearing in the introductory paragraph; or  
  1. When sent by email transmission, upon acknowledgment of receipt of electronic transmission.  

Notice is effective upon receipt. Any party may change its address appearing in the introductory paragraph to this Agreement by giving notice of the change in accordance with this paragraph.  

  1. No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.  

  1. Assignment: Neither party may assign or transfer (by operation of law or otherwise) any right or obligation under the Agreement without the other party's prior written consent, which may not be unreasonably withheld or delayed. Any assignment in violation of this Section (Assignment) shall be null and void. However, Nachas may, without Client's consent, assign the Agreement or any rights granted in the Agreement, in whole or part, either (a) to an Affiliate; (b) in connection with Nachas' or an Affiliates’ sale of a division, product or service; or (c) in connection with a reorganization, merger, acquisition or divestiture of Nachas or any similar business transaction.  

  1. Export Control and Sanctions. Client will not obtain, retain, use, or provide access to the Software to an Affiliate or any third party in a manner that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction, including the United States of America and the European Union and its Member States. Client warrants that neither it nor any Affiliate to which Client provides access to the Software is or is affiliated with a specially designated or sanctioned entity under any of those laws and that, in any transaction relating to Nachas, it will not involve sanctioned parties, including without limitation through the use of bank accounts at banks that are sanctioned parties.  

19. Contact

Any communication regarding the Application or this License Agreement should be directed to Nachas Services Limited, 30 Churchill Place, London E14 5RE, United Kingdom.  

Nachas, and not Apple, Inc., is responsible for addressing claims relating to the Application and the Client's possession and/or use of the Application.

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