THESE TERMS AND CONDITIONS CREATE A CONTRACT BETWEEN YOU AND SAFEGUARD (THE "AGREEMENT").
PLEASE READ THE AGREEMENT CAREFULLY.
A. INTRODUCTION TO OUR SERVICES
This Agreement governs your use of SafeGuard/Grateful Shift’s Services ("Services"), through which you can buy, acquire, enjoy, and/or get license. Our Services are: Grateful Expert
To use our Services, you need compatible hardware, software (latest version recommended and sometimes required) and Internet access (VPS is required for Grateful Expert). Our Services' performance may be affected by these factors.
B. PURCHASE AGREEMENT
- Effective Date. This Agreement is made effective by clicking “Agree” at the bottom of this Agreement (the "Effective Date") between:
SafeGuard/Grateful Shift FZ Ltd., a company registered in England in Company House under the Company number 12962357, whose principal place of business at 85 Great Portland Street, First Floor, London, England W1W 7LT;
(Party B Name), whose principal place of office/residence is at (place of residence and/or office address) (the “Client” or “You”)
- Orders. Services may be purchased individually or bundled. You are hereby submitting orders for the Product/s below:
Location for Delivery:
Date of Payment:
- Acceptance or Rejection. Within three (3) Business Days' of receiving your Purchase Order, SafeGuard/Grateful Shift shall notify you whether it is accepting or rejecting the Purchase Order.
- Acceptance and Deemed Acceptance or Orders.The parties will be bound by the Purchase Order when SafeGuard/Grateful Shift gives you notice of its acceptance, or if SafeGuard/Grateful Shift fails to notify you of its acceptance or rejection three (3) Business Days' of receiving your Purchase Order.
- Waiver of Objections. You will be deemed to have waived any objection to the terms of a Purchase Order on its delivery (download) of the Products detailed in the Purchase Order.
- Reasons for Rejection. SafeGuard/Grateful Shift shall include in its notice of rejection include specific grounds for the rejection.
- Modification. SafeGuard/Grateful Shift may propose a modification to a Purchase Order by including in it's notice to you a modified Purchase Order, for you to accept or reject according to the acceptance and rejection procedures under this section.
- Price. You shall pay SafeGuard/Grateful Shift's list price for each Product, as listed SafeGuard/Grateful Shift's website
- Invoice Procedure and Requirements.SafeGuard/Grateful Shift shall make each invoice to you in writing through email, including an invoice date and number, the total amount due, and the calculation of the total amount, and send each invoice to the recipient as specified below:
- Payment. Each invoice is due immediately on receipt and is automatically collected from the deposited VISA or Mastercard.
- Interest on Late Payments.Any amount not paid when due will bear interest from the due date until paid at a rate equal to one (1) percent per month or twelve (12) percent annually.
C. GENERAL TERMS AND CONDITIONS
- Coverage. General Terms and Conditions shall apply to all Services. Your availment of SafeGuard/Grateful Shift Services is based on the software license and other terms and conditions in effect for the particular service at the time of purchase. Your agreement to these terms is required to install or use the Services. Please be aware that the software license that accompanies the product at the time of purchase may differ from the version of the license you can review at the links provided below. Be certain to read the applicable terms before you install the software or use the product. By agreeing to the Agreement, you confirmed that you understood, read and agree to the terms and conditions of the following:
- Grateful Expert is governed by End User License Agreement (“EULA”) https://safeguardtrading.com/eula-en.
- Entire Agreement.The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement, represent the final expression of the parties' intent relating to the subject matter of this agreement, contain all the terms the parties agreed to relating to the subject matter, and replace all of the parties' previous discussions, understandings, and agreements relating to the subject matter of this agreement.
- Mutual Representations.
Authority and Capacity. The parties have the authority and capacity to enter into this agreement.
Execution and Delivery.The parties have duly executed and delivered this agreement.
Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
No Conflicts.Neither party is under any restriction or obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement.
No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under its articles, bylaws, or any unanimous shareholders agreement, any Law to which it is subject, any judgment, Order, or decree of any Governmental Authority to which it is subject, or any agreement to which it is a party or by which it is bound.
Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to own, lease, and operate its properties, and conduct its business as it is now carried on.
No Disputes or Proceedings. There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.
- Confidentiality.The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written consent of other Parties, it shall not disclose any relevant information to any third parties, except in the following circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by the receiving party); (b) information disclosed as required by applicable laws or rules or regulations of any stock exchange; or (c) information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder, and such legal counsel or financial advisor are also bound by confidentiality duties similar to the duties in this section. Disclosure of any confidential information by the staff members or agency hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
- Termination on Notice. SafeGuard/Grateful Shift may terminate this agreement for any reason on thirty (30) Business Days’ notice to You, subject to termination provisions under “EULA”.
- Effect of Termination.
- Termination of Obligations.. Subject to “EULA”, on termination or expiration, each party's rights and obligations under this agreement will cease immediately.
- Payment Obligations. Even after termination or expiration of this agreement, each party shall pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.
- No Further Liability. On termination or expiration of this agreement, neither party will be liable to the other party, except for liability that arose before the termination or expiration of this agreement, or arising after the termination or expiration of this agreement and in connection with “EULA”.
- Limitation on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
- Maximum Liability. SafeGuard/Grateful Shift’s liability under this agreement will not exceed the fees paid by you under this agreement during the 12 months preceding the date upon which the related claim arose.
"Business Day"means a day other than a Saturday, a Sunday or any other day on which the principal banks located in the United Kingdom are not open for business.
"Delivery Date" is defined in section [ORDERS].
means the schedules delivered, before the execution of this agreement, by each party to the other party which list, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this agreement or as an exception to one or more of the representations or warranties made by the party, or to one or more of the covenants of the party.
"Encumbrances"means any pledges, liens, charges, security interests, leases, title retention agreements, mortgages, restrictions, developments or similar agreements, easements, rights-of-way, title defects, options, adverse claims, or encumbrances of any kind.
"Intellectual Property"means any and all of the following in any jurisdiction throughout the world:
- Trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,
- Copyrights, including all applications and registrations related to the foregoing,
- Trade secrets and confidential know-how,
- Patents and patent applications,
- Websites and internet domain name registrations, and
- Other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).
- „Person“ includes (a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and (b) any individual.
„Products“means any of SafeGuard/Grateful Shift’s products, as listed on SafeGuard/Grateful Shift’s website
"Product Orders" is defined in section 2.
- Amendment. This agreement can be amended only by a writing signed by both parties.
- Binding Effect. This [agreement /plan] will benefit and bind the parties and their respective heirs, successors, and permitted assigns.
- Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.
- Streitbeilegung. That, any dispute(s) arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of London (UK). Both the Parties irrevocably submit to the jurisdiction of the Courts of the United Kingdom in London and waive any objection they may have to disputes arising out of or in connection with this contract being heard in the Courts of London on the ground that it is an inconvenient forum. This agreement shall be interpreted under, and governed exclusively by the laws of the United Kingdom.
- Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.
"Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."
Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.
Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.
Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.
Internal References.References in this agreement to sections and other subdivisions are to those parts of this agreement.
Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.
Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of “EULA” shall prevail.
- Waiver. Neither party's failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party's rights. A waiver or extension is only effective if it is in writing and signed by the party granting it.
- Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
TO CONFIRM YOUR UNDERSTANDING AND ACCEPTANCE OF THE AGREEMENT, CLICK "AGREE."