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GENERAL TERMS AND CONDITIONS OF SALE AND SOFTWARE LICENSE

1. INFORMATION ABOUT THE CONTRACT AND THE COMPANY

1.1. These General Terms and Conditions of Contract (“GTC” or “Contract”) govern the sale of a copy of the software called Galileo FX (the “Software”) and the grant of its usage license (the “License”) by Orion Software Development S.r.l. (the “Company”) to the authorized end-user (“Authorized User” or “Buyer”), concluded remotely via the website accessible at galileofx.com (the “Site”).
1.2. The GTC, the Order and the Order Confirmation (as defined in Article 3) constitute the sole contractual documents governing the relationship between the Company and the Authorized User regarding the sale and the License of the Software. Any general purchase conditions proposed or customarily applied by the Authorized User are hereby excluded. The Authorized User irrevocably waives any right to impose their own terms and unconditionally accepts these GTC.
1.3. The Company’s registered office is in Arezzo (Italy), via della Fiorandola 18, ZIP 52100. Tax ID: 02372550513. Contact: support@galileofx.com (also for complaints).
1.4. By accepting the GTC, the Authorized User declares to have received full and adequate information concerning the Software’s main characteristics (see Annex 1) and these GTC, and to have fully understood them prior to entering into this Contract in the manner set out in Article 3.
1.5. The Authorized User agrees to receive the contractual documentation electronically as provided herein.
1.6. These GTC are also available in English at galileofx.com.

2. OBJECT OF THE CONTRACT

2.1. Upon payment of the price set forth in Article 6, the Company:
a) transfers ownership of one copy of the Software to the Authorized User, according to the type selected at the time of the purchase Order (Article 3.1);
b) grants the Authorized User a non-exclusive, non-sublicensable License to use the Software as specified in this Contract (see also Article 5).

3. CONCLUSION OF THE CONTRACT

3.1. The Site displays the price and main features of each Software type (Annex 1). Such presentation is an invitation to treat, not a binding offer.
3.2. Before submitting an Order via the Site, the Buyer must carefully read the instructions during the purchase process and these GTC, which form an integral part of the Order.
3.3. By submitting the Order, the Buyer consents that performance under this Contract (i.e., delivery of the Software per Article 4) begins within the statutory withdrawal period (Art. 52 of Legislative Decree 206/2005), thereby waiving the right of withdrawal if the Buyer is a consumer.
3.4–3.6. To purchase, the Buyer selects products, adds them to the shopping cart, fills out the Order form, ticks acceptance of these GTC, sends the Order, and chooses payment method.
3.7. Order data will be retained by the Company as required by applicable law (see Privacy Notice, Art. 13).
3.8. The Company may refuse an Order at its discretion; no charge will be made in that case.
3.9. The contract is concluded when the Buyer receives an Order Confirmation via the email provided.
3.10. The Order Confirmation will include:

  1. Summary of the Software ordered and Licensed;

  2. Price and payment details;

  3. Company’s contact data, including for complaints;

  4. Confirmation of consumer’s waiver of the right of withdrawal;

  5. Copy of these GTC.
    3.11. After Confirmation is sent, the Order cannot be modified or canceled, and the Buyer must pay the price, with refunds only as required by law.

4. DELIVERY, INSTALLATION AND CONFIGURATION

4.1. Within seven days of Order Confirmation, the Company will make the Software available electronically. The Authorized User will receive an email to register on the Site and choose personal credentials (“Credentials”), which they must safeguard. Through the Site, the User downloads the Software. Installation, configuration and usage instructions are in Annexes 2–4. Accessing the Site with one’s Credentials constitutes the start of performance under this Contract.
4.2. No technical assistance for installation, loading, configuration, customization or maintenance is implied; such services can be contracted separately under different terms.
4.3. If delivery fails, the User may contact support@galileofx.com with Order details; the Company will attempt redelivery within a reasonable time.
4.4. The Software is delivered in its most up-to-date version at Contract conclusion. Updates necessary for functionality, security or legal compliance will be provided as communicated by the Company.
4.5. The Company is not liable for defects resulting from the User’s failure to install updates.

5. LICENSE

5.1. Upon payment, the Company grants the Authorized User a non-exclusive, non-sublicensable, non-transferable License to use the Software copy owned by the User.
5.2. The License lasts as long as the underlying intellectual property rights protect the Software.
5.3. The License permits permanent or temporary reproduction solely as needed for loading, executing, displaying, transmitting or storing the Software on hardware owned or lawfully used by the User, to exploit its intended functions (Annex 1).
5.4. All other uses—including unauthorized copying, distribution, public communication, modification, reverse-engineering, or offering as SaaS—are prohibited.
5.5. The User may only use the version provided and its subsequent releases by the Company under this or related contracts.

6. PRICE AND PAYMENT

6.1. The price for each Software type is listed on the Site and includes all applicable taxes and the License fee.
6.2. Payment is by the methods specified on the Site. If a credit card charge fails, the Contract is void and the Order is canceled.
6.3. The Authorized User warrants legal acquisition of payment funds and absence of money-laundering intent.
6.4. The card will be charged only after verification, issuer authorization, and Order Confirmation.
6.5. After Contract conclusion, the Company will issue a fiscal document per law and email it to the User based on the information provided in the Order.

7. OBLIGATIONS OF THE AUTHORIZED USER

7.1. The User must not use the Software beyond the rights granted (e.g., unauthorized copying, distribution, public communication).
7.2. The User shall not modify the Software in any form or integrate its code into other software.
7.3. The User shall refrain from decompilation, reverse engineering or other analysis.
7.4. The User must promptly notify the Company of any IP infringement and fully cooperate in enforcement.

8. LEGAL WARRANTY OF CONFORMITY AND LIMITATIONS OF LIABILITY

8.1. Consumers (natural persons acting outside professional activities) benefit from the statutory warranty of conformity per Annex 5.
8.2. Unauthorized modifications by the User relieve the Company of any liability for malfunctions.
8.3. No conventional warranty is offered by the Company.
8.4. Except for mandatory consumer protections, the Company’s liability—direct, indirect, lost profits, lost opportunities—cannot exceed the Software’s price and excludes causes beyond its control (force majeure, network failures, improper use, incompatible hardware, etc.).
8.5–8.9. The User acknowledges:

  • The need for adequate preparation to operate the Software safely.

  • The Software is merely a tool for automating user-defined trading strategies; the Company does not guarantee any trading performance or offer financial advice.

  • The choice of broker is solely the User’s responsibility, and the Company bears no liability for broker-related losses or services.

  • Trading involves significant risks; the User must diligently study documentation (Annex 4) and monitor the Software’s activity; the Company provides no financial consultancy.

  • Configuration examples, back-test results and site examples are illustrative only, based on past data, not guarantees of future performance, and exclude spreads, commissions and rounding effects.

  • Technical support personnel do not provide investment advice; any opinions are personal and not attributable to the Company.

9. INTELLECTUAL PROPERTY

9.1. This Contract does not transfer any IP rights in the Software or documentation to the User.
9.2. “Intellectual Property Rights” include all patent, design, semiconductor topography, trade secret, copyright and related rights worldwide.
9.3. Only the Company may enforce these rights at its own expense.

10. TRADE SECRETS

10.1–10.8. The Authorized User (“Receiving Party”) must keep the Company’s confidential information (“Trade Secrets”) strictly secret, using it only to exercise the rights granted herein. Disclosure is allowed only to employees bound by equivalent confidentiality obligations and strictly as necessary. Upon termination or when no longer needed, all Trade Secrets must be returned or destroyed. Exclusions apply to information already public, lawfully known by the User, or required to be disclosed by public authority—provided notice is given. Obligations survive termination until the information ceases to be confidential.

11. EXCLUSION OF WITHDRAWAL RIGHT

11.1. No right of withdrawal applies under this Contract.
11.2. Consumers irrevocably consent to performance beginning within the statutory withdrawal period, thereby waiving that right.

12. TERMINATION AND EFFECTS OF CONTRACT CESSATION

12.1. Without prejudice to other remedies, the Company may terminate this Contract under Art. 1456 of the Italian Civil Code if the User breaches Articles 5 (License restrictions), 7 (User obligations) or 10 (Trade Secrets).
12.2. Upon termination for any cause, the User must destroy or remove all copies of the Software.

13. PERSONAL DATA

13.1. The Company will comply with EU Regulation 2016/679 (GDPR) and Italian Legislative Decree 196/2003 in processing personal data, as detailed in the Privacy Notice on the Site (Art. 13 GDPR).

14. COMMUNICATIONS AND COMPLAINTS

14.1. All notices or complaints may be sent to:

  • Email: support@galileofx.com

  • Mail: Orion Software Development S.r.l., via della Fiorandola 18, 52100 Arezzo, Italy
    14.2. Complaints will be handled promptly according to their technical complexity; responses will be sent to the email address provided.

15. ENTIRE AGREEMENT

15.1. This Contract supersedes all prior agreements on the same subject.

16. AMENDMENTS

16.1. Any amendments must be in writing or are void.

17. PARTIAL INVALIDITY

17.1. If any clause is invalid, remaining clauses stay effective to the fullest extent.

18. EXERCISE OF RIGHTS

18.1. Failure to exercise any right under this Contract does not constitute a waiver of that right or any other.

19. APPLICABLE LAW AND JURISDICTION

19.1. These GTC are governed by Italian law.
19.2. For consumers (as per Art. 3 of Legislative Decree 206/2005), disputes are subject to the court of the consumer’s residence or domicile, or may be brought via the EU Online Dispute Resolution platform (http://ec.europa.eu/odr).
19.3. For all other cases, exclusive jurisdiction is with the Court of Arezzo, Italy.