These Service Terms and Conditions (“Agreement”) constitute a contract between TRUSTSAFE LTD (TrustSafe) and you.  TrustSafe wishes to provide and you wish to have the right to access pursuant to the terms of this Agreement, a subscription service. This Agreement includes and incorporates Order Forms (submitted in printed or electronic form or web page form) with which you purchased the Services. By accessing or using the Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, organization or other entity, you represent that you have such authority to bind such entity and are agreeing to this Agreement on behalf of such entity. If you do not have such authority to enter into this Agreement or do not agree with these terms and conditions, you may not use the Services.

 

 

​1) DEFINITIONS

 

Acceptable Use Policy

means policy statements and/or set of rules applied by TrustSafe that describe the ways in which the service or system may be used and as to what behaviour is acceptable from Users

 

Agreement

means this terms of services and terms specified in the Order Form

 

Charge

means the charges payable by the Customer pursuant to the terms of the Agreement, including, but not limited to, all installation charges, monthly service fees, deposits and other charges for which the Customer is liable;

 

Confidential Information

means the terms of the Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Agreement. TrustSafe’s Confidential Information includes Intellectual Property owned by TrustSafe (or its licensors), including the Software. The Customer’s Confidential Information includes the Data.

 

Customer

means the customer that has signed up for the Services and agreed to the terms of this Agreement

 

Software

means the software owned by TrustSafe that is used to provide the SaaS Service.

 

Fees

means the fee payable by the Customer pursuant to the terms of the Agreement, including, but not limited to, all installation fees, monthly service fees, deposits and other fees for which the Customer is liable;

 

Force Majeure

means an event that is beyond the reasonable control of a party, excluding: an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or a lack of funds for any reason.

 

Intellectual Property Rights

means includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

 

Objectionable

means includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way. Payment Terms the payment terms set out in the agreement (if any).

 

Order form

means the invoice or other forms from TrustSafe for the initial order for the Service, and any subsequent invoice or other forms from TrustSafe (submitted in written form or online), specifying, among other things, the maximum number of Users, initial Term, purchase of any Hardware Tokens, Fees, Telephony Credits (if any), and such other charges and terms as agreed between the parties.

 

Permitted Users

means those personnel of the Customer who are authorised to access and use the Services on the Customer’s behalf

 

Personal Information

means has the meaning given in the EU General Data Protection Regulation (GDPR)

 

SaaS Service

means the service having the core functionality described in the Order Form.

 

Service

means the SaaS Service and any Related Service.

 

Underlying Systems

means TrustSafe Solutions - Software, Mobile applications, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.

 

 ​2) GRANTED SERVICES

 

2.1. Subject to and conditioned on customer’s payment of fees and full compliance with all other terms and                      conditions of this agreement, TrustSafe grants Customer and Users a non-exclusive, non-sublicensable, non-            transferable license to access and use the Services.

 

2.2. TrustSafe will make the services listed in the Order Form (the “Services”) available to the Customer pursuant to         this Agreement and the Customer’s order. TrustSafe shall use reasonable efforts to provide the Services: in                 accordance with the Agreement; exercising reasonable care, skill and diligence; and using suitably skilled,                 experienced and qualified personnel.  During contract period, TrustSafe shall provide the Customer with                     telephone or electronic support according to the support operation hour specified in the Order Form in order           to help the Customer locate and correct problems with the Service and any related software.

 

2.3. Services Level. TrustSafe shall provide the Service to the Customer with a System Availability specified on the          Order form.  “System Availability” will not include any minutes of downtime resulting from scheduled                            maintenance, events of force majeure, malicious attacks on the system, issues associated with the Customer’s          computing devices, local area networks or internet service provider connections, or TrustSafe's inability to                  deliver services because of the Customer's acts or omissions. 

 

 

3) CUSTOMERS OBLIGATIONS

 

3.1. The Customer may not, and may not cause or permit others to: (a) use the Services to harass any person; cause        damage or injury to any person or property; publish any material that is false, defamatory, harassing or                        obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail,        spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations;            (b) perform or disclose any benchmarking or availability testing of the Services; (c) perform or disclose any                  performance or vulnerability testing of the Services without TrustSafe’s prior written approval, or perform or                disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote        access testing of the Services; or (d) use the Services to perform cyber currency or crypto currency mining ((a)          through (d) collectively, the “Acceptable Use Policy”). In addition to other rights that TrustSafe has in this                      Agreement and The Customer’s order, TrustSafe has the right to take remedial action if the Acceptable Use                Policy is violated, and such remedial action may include removing or disabling access to material that violates          the policy.

 

3.2. The Customer may not, and may not cause or permit others to: (a) modify, make derivative works of,                             disassemble, decompile, reverse engineer, reproduce, republish download or copy any part of the Services               (including data structures or similar materials produced by programs); (b) access or use the Services to build or         support, directly or indirectly, products or services competitive to TrustSafe; or (c) license, sell, transfer, assign,           distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the         Services to any third party except as permitted by this Agreement.

 

 

4) DATA

 

4.1. Personal Data.

• Both the Customer and TrustSafe shall comply with the EU General Data Protection Regulation (GDPR), as amended from time to time, and any applicable data protection legislation, regulations, codes of practices, or guidelines which may subsequently be introduced.

• The Customer acknowledges and agrees that personal data may be processed as a result of Services being provided.  The Customer authorises the processing of personal data and agrees to notify Users about the processing for the purposes of this Agreement and/or in accordance with the Customer's instructions from time to time.

• TrustSafe may authorise a third party to process the personal data for the purposes of this Agreement.

 

4.2. Analytical Data. The Customer acknowledges and agrees that TrustSafe may anonymously compile statistical         information related to the performance of the Service for purposes of improving the Service, but only if such             information does not identify the data as the Customer's or otherwise include the Customer's name.

 

4.3. Backups of Data. While TrustSafe will take standard industry measures to back up all Data stored using the               Services, the Customer agrees to keep a separate back-up copy of all Data uploaded by it onto the SaaS                   Service.

 

4.4. International storage of Data. The Customer agrees that TrustSafe may store Data (including any Personal                 Information) in secure servers offshore.

 

 

5) PAYMENT OF FEES

 

5.1. General. In consideration for the provision of the Services, the Customer will pay to TrustSafe the Charges                  notified by TrustSafe to the Customer from time to time. The Customer will be solely responsible to pay any                taxes and other charges arising in relation to its use of the Services.

 

5.2. Invoicing. TrustSafe will issue invoices for the Charges to the Customer by post, electronic mail and/or                      facsimile transmission. All Charges are due and payable on presentation of the invoice therefor.  If any Charges          stated in any invoice are not queried within [fifteen (15) days] of the date of the invoice then such Charges shall          be deemed accepted by Customer, if applicable.

 

5.3. Late Payments. TrustSafe may charge a late payment charge calculated at the rate of [2.0%] per month pro               rata on daily basis on any Charges not paid within [30 days after the date of the invoice therefor.

 

5.4. Non-Payment. In the event of non-payment by Customer of sums over-due by the due date, TrustSafe has the         right to terminate the applicable services or this Agreement as TrustSafe may determine.

 

5.5. Additional Fees (If Applicable). TrustSafe may, with the prior written consent of Customer, charge Customer             additional Fees (“Additional Fees”) on a time and materials basis at TrustSafe’ then-current rates for any of the             following: (a) re-establishment or other assistance requested by Customer outside the scope of specified in               the order form; and (b) re- establishment of the Services following Service Suspension pursuant to clause 5.4.

 

5.6. Price Increases. Notwithstanding anything to the contrary set forth herein, TrustSafe shall not increase the                 prices for services during the contract period specified in the Order Form, but may thereafter increase prices at         any time.  TrustSafe shall give at least [thirty 30 days ] prior notice to the customer. 

 

5.7. Renewal. After the expiry of contract period specified in the  Order Form, the Customer agrees to continue to            subscribe the Service and to pay the charges based on the current listed price by TrustSafe.  Except a new                contract, with specified contract period defined, has been officially signed, TrustSafe will charge auto renewal            by the current listed price on monthly basis.

 

5.8. Dispute. In case of disputes over any usage or other Charges, TrustSafe’ decision based on its Services usage           records and those of any third party who may assist TrustSafe to provide the Services shall be final and binding         on Customer or Customer.

 

 

6) INTELLECTUAL PROPERTY

 

6.1. Ownership: All Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and                 remains the property of TrustSafe.  All Intellectual Property Rights in, the Data remains the property of the                   Customer. The Customer grants TrustSafe worldwide, non-exclusive, fully paid up, transferable, irrevocable               licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection             with the exercise of its rights and performance of its obligations in accordance with the Agreement.

 

6.2. Know-how: To the extent not owned by TrustSafe, the Customer grants TrustSafe royalty free, transferable,               irrevocable and perpetual licence to use for TrustSafe’s own business purposes any know-how, techniques,               ideas, methodologies, and similar Intellectual Property used by TrustSafe in the provision of the Services.

 

6.3. Feedback: If the Customer provides TrustSafe with ideas, comments or suggestions relating to the Services or         Underlying Systems (together feedback): all Intellectual Property Rights in that feedback, and anything created         as a result of that feedback (including new material, enhancements, modifications or derivative works), are                 owned solely by the Supplier; and TrustSafe may use or disclose the feedback for any purpose.

 

6.4. No Infringement: The Service does not infringe the Intellectual Property rights or other proprietary rights of               any third party

 

 

7) CONFIDENTIALTY

 

7.1. Security: Each party must, unless it has the prior written consent of the other party: keep confidential at all                times the Confidential Information of the other party; effect and maintain adequate security measures to                    safeguard the other party’s Confidential Information from unauthorised access or use; and disclose the other            party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in              that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential          Information is aware of, and complies with, the provisions of confidentiality clauses in the agreement.

 

7.2. Permitted disclosure: The obligation of confidentiality in clause 7.1 does not apply to any disclosure or use of          Confidential Information: for the purpose of performing the Agreement or exercising a party’s rights under the            Agreement; required by law (including under the rules of any stock exchange); which is publicly available                    through no fault of the recipient of the Confidential Information or its personnel; which was rightfully received            by a party to the Agreement from a third party without restriction and without breach of any obligation of                    confidentiality; or by TrustSafe if required as part of a bona fide sale of its business (assets or shares, whether in        whole or in part) to a third party, provided that TrustSafe enters into a confidentiality agreement with the third            party on terms no less restrictive than this clause 7.

 

 

8) WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES

 

8.1. Each party represents that it has validly entered into this Agreement and that it has the power and authority to           do so. TrustSafe warrants that during the Services Period, TrustSafe will perform the Services using                               commercially reasonable care and skill in all material respects as described in the Order Form. If the Services           provided to the Customer were not performed as warranted, the Customer must promptly provide TrustSafe             with a written notice that describes the deficiency in the Services (including, as applicable, the service request         number notifying us of the deficiency in the Services).

 

8.2. TRUSTSAFE DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR                                 UNINTERRUPTED, THAT TRUSTSAFE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL           MEET YOUR REQUIREMENTS OR EXPECTATIONS. TRUSTSAFE IS  NOT RESPONSIBLE FOR ANY ISSUES                   RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM THE                 CUSTOMER’S CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.

 

8.3. FOR ANY BREACH OF THE SERVICES WARRANTY, THE CUSTOMER’S EXCLUSIVE REMEDY AND TRUSTSAFE’S         ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH             OF WARRANTY, OR, IF TRUSTSAFE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A                                   COMMERCIALLY REASONABLE MANNER, THE CUSTOMER MAY END THE DEFICIENT SERVICES AND                       TRUSTSAFE WILL REFUND TO THE CUSTOMER THE FEES FOR THE TERMINATED SERVICES THAT THE                   CUSTOMER PRE-PAID TO TRUSTSAFE FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF                                 TERMINATION.

 

8.4. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO                     OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE,                 SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND                   FITNESS FOR A PARTICULAR PURPOSE.

 

 

9) LIMITATION OF LIABILITY

 

9.1. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,                INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS                          (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE GOODWILL OR REPUTATION.

 

9.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TrustSafe AND OUR AFFILIATES ARISING OUT OF OR               RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED         THE TOTAL AMOUNTS ACTUALLY PAID UNDER YOUR ORDER FOR THE SERVICES GIVING RISE TO THE                     LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH           LIABILITY.

 

 

10) IDEMNITIES

 

10.1. The Customer agrees to indemnify and hold harmless TrustSafe for all actions, claims, costs, losses, damages          and expenses arising out of The Customer's use of the Services.

 

10.2. The Customer agrees to indemnify and hold harmless TrustSafe for all claims, proceedings and costs                           (including legal costs) brought by any third party in relation to the CUSTOMER’s use of the Services.

 

 

11) TERM AND TERMINATION

 

11.1. TrustSafe may terminate this Agreement at any time by giving not less than one (1) month’s prior written notice          to the Customer.

 

11.2. TrustSafe may suspend the Customer or the Customer Users’ access to, or use of, the Services if we believe              that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any                content, data, or applications in the Services; (b) the Customer or the Customer’s Users are accessing or using            the Services to commit an illegal act; or (c) there is a violation of the Acceptable Use Policy. When reasonably            practicable and lawfully permitted, TrustSafe will provide the Customer with advance notice of any such                    suspension. TrustSafe will use reasonable efforts to re-establish the Services promptly after TrustSafe                          determine that the issue causing the suspension has been resolved. During any suspension period, TrustSafe            will make the Customer Content (as it existed on the suspension date) available to the Customer. Any                          suspension under this Section shall not excuse the Customer from the Customer’s obligation to make                          payments under this Agreement.

 

11.3. Without prejudice to any other rights or remedies (whether under the Agreement or at law), either party may              terminate the Agreement immediately by serving written notice on the other if:

• The other party commits a breach of any material obligation under the Agreement and, in the case of a remediable breach, fails to remedy the breach after receiving 14 days written notice to do so. For these purposes, a failure by the Customer to pay any Charges within 30 days after they are due will constitute a material breach; or

• The other party becomes insolvent.  In this Clause, “insolvent” means the appointment of, or the application to a court for the appointment of, a liquidator, provisional liquidator, receiver or manager to that party, the entering into a scheme of arrangement or composition with or for the benefit of that party's creditors generally, any reorganisation, moratorium or other administration involving the creditors or any class of the creditors of that party, a resolution or proposed resolution to wind up that party, or that party becoming unable to pay its debts, or being deemed to have become unable to pay its debts, as and when they fall due within the meaning of Section 178 of the Companies Ordinance.

 

11.4. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability,                indemnification, payment and others which by their nature are intended to survive.

 

11.5. At the end of the Services Period, TrustSafe will make the Customer’s Content (as it existed at the end of the              Services Period) available for retrieval by the Customer during a one-month retrieval period. At the end of                  such retrieval period, and except as may be required by law, we will delete or otherwise render unrecoverable          any of the Customer’s Content that remains in the Services.

 

 

12) FORCE MAJEURE

 

Neither the Customer nor TrustSafe shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. Both the Customer and TrustSafe will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of the Customer or TrustSafe may cancel unperformed Services and affected orders upon written notice. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or the Customer’s obligation to pay for the Services.

 

 

 

13) NOTICE

 

13.1. Any notice, invoice or other document which may be given by either party under the Agreement will be                      deemed to have been duly given if left at or sent by prepaid post, facsimile transmission or electronic mail to            the other party's registered office or any other address (including an electronic mail address) notified in writing          in accordance with this Clause as an address to which notices, invoices and other documents may be sent.

 

13.2. Any such communication will be deemed to have been received by the other party on the day of delivery (if              left), three (3) days after the date of posting (if sent by prepaid post), one (1) day after the date of transmission            (if sent by facsimile) and on the date on which the message is received in the recipient's electronic mailbox (if            sent by electronic mail).

 

 

14) WAIVER

 

Failure or delay by TrustSafe to enforce any of its rights under the Agreement or the giving of additional time for performance or other indulgence is not a waiver of such right unless TrustSafe acknowledges the waiver in writing, nor will any single or partial exercise of any right or remedy preclude any further exercise of the same or the exercise of any other right. No waiver of any particular breach of the provisions of the Agreement will operate as a waiver of any repetition of such breach.

 

 

15) SEVERABILITY

 

If any provision of the Agreement which is not of a fundamental nature is found to be unenforceable or illegal, it shall be severed from the Agreement and will not affect the enforceability of the remainder of the Agreement. In this event the parties will use reasonable endeavours to agree any lawful and reasonable changes to the Agreement which may be necessary to effect as closely as possible the commercial intent of the Agreement.

  

 

16) AMENDMENTS

 

TrustSafe may update, amend, modify or supplement the terms and conditions of this Agreement from time to time without notice.

 

 

17) ENTIRE AGREEMENT

 

The Agreement represents the entire understanding between the parties in relation to its subject matter and supersedes all prior agreements between the parties whether oral or written.

 

 

18) GOVERNING LAW AND JURISDICTION

 

This Agreement is governed by the laws of the European Union and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in the European Union in any dispute arising out of or relating to this Agreement.