General Terms & Conditions

1. Graciella Prive Consulting (the "Brand"), a premier financial and operational software platform operated by Graciella Media Universal (the "Company"), a business organization incorporated under the laws of the Republic of Indonesia, headquartered in Jakarta. (The Brand and Company are collectively referred to as the "Company," "We," "Us," or "Our").

2. You, the executive, high-net-worth professional, family office principal, institutional investor, or corporate entity subscribing to or utilizing the SaaS Platform and digital solutions (referred to as the "Elite Client," "Elite Corporate Client," or "You").

EXECUTIVE SCOPE NOTE: This Agreement governs exclusively the software-as-a-service (SaaS) applications, proprietary calculation engines, client-side tools, and API integrations provided by the Company. Bespoke executive consulting, live institutional workshops, and private advisory engagements are governed by separate, independent Master Consulting Agreements and are excluded from the scope of this document.

1. DEFINITIONS AND HIGH-TOUCH ACCEPTANCE

1.1. Agreement & Scope Exclusivity: This document, together with all incorporated privacy and operational protocols, constitutes the definitive, complete agreement governing access to and use of the SaaS Platform and software services.

1.1.1. Separation of Services: This Agreement applies strictly to software applications, calculation tools, client-side digital solutions, and native backup/export utilities.

1.1.2. Independent Terms: Professional advisory consulting and bespoke institutional training operate under independent Master Training Terms and Master Consulting Service Agreements.

1.2. Service / SaaS Platform: The online software application, private API access, digital tools, and analytical calculation models accessed by the Elite Client or Elite Corporate Client. The platform offers two distinct licensing tiers:

• (i) Individual Elite Client License: Engineered for individual high-net-worth professionals, family office principals, private investors, and single-operator strategies.
• (ii) Elite Corporate Client License: Engineered for corporate strategy teams, enterprise multi-seat deployments, investment organizations, and corporate governance.

1.3. Effective Date: The date of subscription initialization, order form execution, or payment confirmation.

1.4. Content: All digitally circulated software applications, proprietary code, client-side execution interfaces, graphics, documentation, financial model structures, and operational guides provided through the SaaS Platform.

1.5. Platform: The secure hosting infrastructure, authentication portals, web applications, and session management architecture where the Service is authenticated and delivered.

1.6. Terms Acceptance & Private Resolution Agreement: Accessing or subscribing to the SaaS Platform confirms full, binding acceptance of these Terms, establishing a private dispute resolution mechanism under Section 11 waiving standard court proceedings in favor of SIAC arbitration and SICC jurisdiction.

1.7. Governing Language: English serves as the official governing language. Convenience translations (including Indonesian) may be provided, but the English version serves as the definitive legal standard.

2. PRIVACY-FIRST LOCAL DATA ARCHITECTURE, EXPORTS & NATIVE BACKUPS

2.1. Grant of License (Individual Elite Client): The Company grants individual Elite Clients a limited, non-exclusive, non-transferable right to access and utilize the SaaS Platform solely for internal business operations, wealth management analytics, and strategic planning.

2.1.1. Grant of License (Elite Corporate Client): The Company grants Elite Corporate Clients a limited, non-exclusive, non-transferable right to deploy the SaaS Platform across the specific number of unique user seats specified on the official invoice or Order Form.

2.1.2. Licensing Restrictions & Seat Integrity: To preserve the Master Audit Trail, each allocated seat requires a unique email credential, enforcing a strict one-user-per-login rule. Sublicensing, reselling, or credential sharing is strictly prohibited.

2.2. Rapid Core Provisioning: Platform access and operational features are provisioned immediately upon payment confirmation.

2.3. Term Duration: Licenses remain active for the specific fixed term purchased during checkout or negotiated via Order Form.

2.4. Local-First Application Architecture, Data Exports & Native Backup Utilities:

• 2.4.1. Privacy-First Client-Side Execution: The SaaS Platform is engineered on a privacy-first, client-side execution architecture. All proprietary financial models, records, custom calculations, operational inputs, and generated outputs remain stored strictly within the local device environment of our Elite Client (LocalStorage / IndexedDB). Our Elite Client retains 100% ownership, complete confidentiality, and absolute data sovereignty over all operational assets.
• 2.4.2. Reporting & Local Backup Utilities (Individual Elite Clients): To support seamless reporting, board-level presentations, and local data portability, the platform provides built-in, client-side tools:
  • (a) Hardcopy & PDF Reporting: Elite Clients may render and export operational calculations, analytical reports, and executive dashboards directly to high-resolution local PDF files or print physical hardcopies straight from the client-side interface.
  • (b) Native Local Backup & Restore: Individual Elite Clients receive access to integrated 1-Click Backup and Restore utilities. Elite Clients can generate local backup files to store on personal secure drives or restore historical environments on demand.
• 2.4.3. Data Stewardship & Backup Responsibilities: Because the Company does not host, store, or back up operational files on cloud servers, our Elite Client maintains full oversight of local backup exports to guard against device hardware changes or browser cache clearing.

2.5. Infrastructure Dependability: Authentication and entitlement checks rely on bank-grade hosting infrastructure with managed maintenance windows.

2.6. Intellectual Property Protection: You may not reverse engineer, decompile, copy, modify, or prepare derivative works of platform code or Content.

3. TRANSPARENT PRICING, ONE-TIME LICENSING & ZERO CARD RETENTION

3.1. Currency Standard: Fees are quoted and processed in United States Dollars (USD) or the designated currency during checkout.

3.2. Bank-Grade Gateway Security & Zero Card Retention: Electronic payments execute through PCI-DSS Level 1 compliant gateways utilizing 3D Secure (3DS2) protocols. Because all licenses operate on a single, non-recurring payment model, the Company does not collect, process, hold, or retain payment card details on its servers.

3.3. Non-Recurring Licensing Structure:

• 3.3.1. One-Time Fixed-Term Access: All licenses operate on a single, non-recurring payment granting fixed-term access (e.g., 12 months) under a strict "Zero Surprise Recurring Charges" policy.
• 3.3.2. 60-Day Renewal Courtesy Advisory: An official advisory is dispatched sixty (60) calendar days prior to expiration detailing voluntary extension options.
• 3.3.3. Manual Voluntary Extension: Access automatically concludes at term expiration unless manually renewed.

3.4. Account Lifecycle & Grace Periods:

• 3.4.1. 7-Day Pre-Suspension Grace: Account access remains active for seven (7) days post-payment processing anomaly to allow resolution.
• 3.4.2. 30-Day Configuration Hold: Profile configurations are preserved for thirty (30) days post-suspension.
• 3.4.3. 60-Day Profile Closure: Defaulted profiles are permanently retired after sixty (60) consecutive days of inactivity.

3.5. Automated Global Tax Compliance: Integrated engines collect required international consumption taxes (VAT/GST/Sales Tax) based on jurisdiction.

3.6. Enterprise Bespoke Procurement & Order Forms:

• 3.6.1. Custom Execution: Enterprise sales orders, corporate invoices, bank wire transfers, and custom procurement agreements are governed by their respective Order Forms.
• 3.6.2. Terms Incorporation: Execution of an Order Form constitutes full acceptance of this Agreement.
• 3.6.3. Custom Provisioning Rationale & Finality: Enterprise onboarding involves immediate engineering dedication, API key provisioning, backup pipeline customization, and seat deployment. Consequently, all manual wire transfers and corporate orders are 100% final and non-refundable (0% Refund) upon payment or execution.

4. REFUND GUARANTEE & CANCELLATION PROTOCOL

4.1. Individual Online License Guarantee (14-Day Tiered Window):

• a. Days 1-3 (100% Full Refund): Eligible for a 100% full refund upon written notice within three (3) calendar days of the Effective Date.
• b. Days 4-14 (50% Partial Refund): Eligible for a 50% partial refund upon written notice submitted between Days 4 and 14.
• c. Day 15 Onward (0% Finality): All individual online sales are 100% final and non-refundable.

4.1.1. Institutional & Corporate Refund Terms:

• Online Corporate Checkout: Standard automated online corporate purchases receive the identical 14-day tiered guarantee (100% Days 1-3; 50% Days 4-14; 0% Day 15+).
• Bespoke Enterprise Order Forms: Manual procurement, bank wire transfers, and corporate invoices are 100% non-refundable upon payment/execution (0% Refund).

4.2. Required Refund Verification Procedure: Requests must be submitted in writing via help@support.graciellaprivesoft.com. The Elite Client or corporate administrator must certify in writing that downloaded software assets, local cached components, local code copies, exported PDFs, and JSON backup files have been permanently removed from client environments.

4.3. Digital Performance Waiver: Logging into the SaaS Platform initiates immediate performance, replacing statutory consumer withdrawal periods with the voluntary refund terms of Clause 4.1.

4.4. Credit Processing: Approved refunds are credited to the original payment source within thirty (30) calendar days following receipt of written deletion certification.

5. INTELLECTUAL PROPERTY & EXECUTIVE BOUNDARIES

5.1. Intellectual Property Ownership: Software code, financial engines, UI architecture, API structures, and algorithms remain the exclusive intellectual property of the Company. Access grants a limited license; no title transfers.

5.2. Strategic Operational Purpose & Disclaimer: The platform provides automated analytical frameworks. System outputs do not constitute personalized legal, tax, investment, or regulated financial advice. Elite Clients maintain complete autonomy and validate decisions with licensed advisors.

6. DISCLAIMER OF PROFESSIONAL ADVICE & EXECUTIVE RESPONSIBILITY

6.1. Operational Software Purpose: Engineered specifically for general operational, business execution, and framework calculation purposes. Outputs are generic and not tailored to individual portfolios.

6.2. No Individualized Fiduciary Advisory: Platform responses, documentation, and support communications do not constitute financial, investment, tax, or legal advice. Company personnel are software engineers and framework specialists.

6.3. Independent Review: Elite Clients retain sole control over financial decisions and seek independent advice from licensed professionals.

6.4. Corporate Executive Disclaimer: Elite Corporate Clients explicitly recognize that executive directors and corporate officers bear full, exclusive responsibility for implementing strategies executed through the Software.

7. TERMINATION & ACCESS SEVERANCE

7.1. Grounds for Termination: The Company reserves the right to suspend or terminate platform access immediately upon material contractual breach, including unauthorized distribution of credentials/IP, unresolved payment chargebacks, or abusive behavior toward staff.

7.2. Effect of Termination: Upon termination, license rights cease immediately, and the Elite Client or Elite Corporate Client certifies deletion of local software components.

8. LIMITATION OF LIABILITY & DAMAGE CAP

8.1. Exclusion of Consequential Damages: To the maximum extent permitted by governing law, the Company shall not be liable for any indirect, incidental, punitive, special, or consequential damages—including loss of profits, investment losses, or local data corruption.

8.2. Aggregate Liability Cap: The maximum monetary liability of the Company for any claims arising under or related to this Agreement shall in no event exceed the total amount actually paid by the Elite Client or Elite Corporate Client for the specific license term in question.

9. INDEMNIFICATION

9.1. Indemnification Covenant: You agree to defend, indemnify, and hold harmless the Company, its directors, officers, and technical partners against any claims, damages, liabilities, or legal fees resulting from Your deployment of the SaaS Platform, breach of this Agreement, or local data inputs and business outputs.

10. FORCE MAJEURE

10.1. Operational Relief: The Company is released from performance obligations during events beyond its reasonable control, including natural disasters, widespread cyberattacks, global infrastructure outages, or third-party hosting interruptions.

11. GOVERNING LAW, ARBITRATION, AND SICC JURISDICTION

11.1. Governing Law: Governed by and construed in accordance with the substantive laws of the Republic of Singapore.

11.2. Private Individual Dispute Arbitration (SIAC): Individual disputes shall be referred to and finally resolved by private arbitration administered by the Singapore International Arbitration Centre (SIAC).

11.3. Institutional Jurisdiction & Injunctive Relief (SIIC):

• 11.3.1. SIIC Jurisdiction: For Elite Corporate Clients, complex commercial disputes fall under the court jurisdiction of the Singapore International Commercial Court (SIIC) alongside SIAC arbitration.
• 11.3.2. Emergency Injunctive Protection: The Company reserves the right to seek emergency injunctive relief or freezing orders in the SIIC or SIAC to prevent intellectual property theft or unauthorized distribution.

11.4. Language & Tribunal Structure: Conducted in Singapore in the English language before a sole arbitrator.

12. ELIGIBILITY & STATUTORY CAPACITY (AGE 20)

12.1. Minimum Age Requirement: The SaaS Platform is strictly designed for individuals aged twenty (20) years or older.

12.2. Contractual Capacity Warranty: By subscribing, You warrant that You meet this age requirement and possess full contractual capacity.

13. INCORPORATED POLICIES & GOVERNANCE

13.1. Policy Integration: The Privacy Policy (https://graciellaprivesoft.com/policy), Refund Policy, and Security Protocols published on our official portal are fully incorporated into this Agreement by reference.

13.2. Binding Confirmation: Accessing, subscribing to, or utilizing the SaaS Platform confirms that You have reviewed, understood, and agreed to all incorporated governance policies accessible at https://graciellaprivesoft.com/policy.

14. EXCLUSIVE SUPPORT PROTOCOL & INTEGRATED MEMBER DESK

14.1. Dual Support Architecture:

• 14.1.1. In-Dashboard Private Member Desk (Active Elite Clients): Active clients enjoy access to an encrypted, priority ticket support channel located directly inside the SaaS dashboard environment.
• 14.1.2. Official Executive Desk (General & Pre-Purchase): Formal notices, legal inquiries, and pre-purchase questions are handled via help@support.graciellaprivesoft.com.

14.2. Usage Scope (Individual Elite Clients): Individual Elite Client licenses remain restricted to single-user strategic operations.

14.3. Usage Scope (Elite Corporate Clients): Elite Corporate Clients may deploy tools across the authorized seat count for internal entity planning without reselling or sublicensing.

14.4. English Standard: Official support tickets, legal notices, and technical documentation must be submitted in English. Certified English translation is the Elite Client's responsibility.

15. MISCELLANEOUS LEGAL PROVISIONS

15.1. Entire Agreement: Supersedes all prior representations and forms the definitive agreement.

15.2. Non-Assignment: License rights cannot be assigned without prior written Company consent.

15.3. Severability: If any clause is held invalid, remaining provisions remain in full force.

16. ONE-TIME PAYMENT ASSURANCE & CARD SAFETY

16.1. Zero Auto-Renewal Assurance: Operating exclusively on a one-time, non-recurring payment model with zero automatic recurring subscription charges.

16.2. Card Credential Safety Guarantee: Payment credentials are processed strictly via PCI-DSS Level 1 payment gateways and are never stored on Company infrastructure.

16.3. Dedicated Concierge Resolution: Elite Clients agree to contact help@support.graciellaprivesoft.com or utilize their Member Desk to resolve billing inquiries prior to initiating external payment disputes.

17. PROFESSIONAL STEWARDSHIP & PRIORITY ROUTING

17.1. Channel Optimization: Active Elite Clients route operational inquiries through their private in-dashboard Member Desk for priority queuing.

17.2. Executive Role Separation: Leadership and software architects are not obligated to manage technical inquiries via personal social media or private messaging.

18. ELITE CORPORATE CLIENT PROVISIONS & TAILORED DATA SOLUTIONS

18.1. Customized Enterprise Data Architecture: For our Elite Corporate Clients deploying multi-seat licenses or bespoke executive packages, backup workflows, storage rules, and reporting pipelines are fully adaptable based on organizational requirements.

18.2. Tailored Enterprise Integrations: Upon execution of a Corporate Order Form or Enterprise Master Agreement, the Company can customize automated export channels, client-side backup behaviors, or client-managed repository integrations aligned with the exact governance standard required by our Elite Corporate Client.

18.3. Preserving Zero Vendor Access: Unless explicitly requested under a customized enterprise agreement, bespoke backup options for our Elite Corporate Client are configured directly to their private, internal storage endpoints, maintaining our strict zero-access privacy standard.

18.4. Seat Allocation Integrity: Corporate seats are allocated based on unique corporate email addresses, enforcing a strict one-user-per-login rule.

19. STANDARDS OF STEWARDSHIP & BRAND PROTECTION

19.1. Ethical Communication: Elite Clients and Elite Corporate Clients agree to communicate professionally and respectfully with Company staff at all times.

19.2. Strict Non-Disclosure: Software architecture, algorithm workflows, and analytical models remain strictly confidential IP of the Company.

19.3. Reputational Malice & Tort Liability: Elite Clients and Elite Corporate Clients are legally liable under applicable tort laws for intentional, malicious, or defamatory communications that damage brand equity, agreeing to indemnify the Company against legal fees and brand repair costs.

20. CORPORATE NOTICES & OFFICIAL CONTACT

20.1. Contracting Entity: Provided by Graciella Media Universal (operating under the primary brand Graciella Prive Consulting), incorporated under the laws of the Republic of Indonesia.

20.2. Formal Service Address: Graciella Media Universal Gedung AD Premier Lt. 9, Jl. TB. Simatupang No. 5, Pasar Minggu Jakarta 12550, Indonesia

20.3. Dedicated Support Desk: help@support.graciellaprivesoft.com