IdealSimulations - Terms and Conditions

Please see below the software products sales terms and conditions, if there are any questions then please contact us.


DEFINITIONS

1.1 "Company" means FB CFD Solutions (VAT IT03214430591) trading as IdealSimulations (herein referred to as
"IdealSimulations").
1.2 "Customer"/"Client" means the person, firm, company or other organisation purchasing the Product as defined below.
1.3 "Contract" means the agreement between the Customer and the Company covering the Product provided.
1.4 "Product" means any product and/or service to be delivered under this Contract.
1.5 "Confidential Information" means all information confidential to the Customer whether relating to the Customer's
business, customers, clients, suppliers or otherwise but excluding information now or at any time hereafter becoming
generally known or accessible to the general public (unless due to the default of the Company hereunder) and information
obtained by the Company from a third party free of restrictions on use or disclosure.
1.6 "Intellectual Property Rights" means all and any of the following, namely patents, designs, registered designs (and
applications for any of the same) copyright, design right, inventions, improvements, discoveries, techniques, know-how
and any other intellectual property rights.


COMPANY'S OBLIGATIONS

2.1 The Company will provide the Product to the Customer in accordance with the Contract. For the avoidance of doubt,
nothing in this Contract shall be construed as restricting or prohibiting the Contractor from at any time providing
Products (whether or not similar to those provided under this contract) to any third party.
2.2 Without prejudice to any other obligation of confidentiality from time to time subsisting between the Customer and
the Company, the Company hereby undertakes (subject to the Customer's written consent) not at any time hereafter to
disclose any Confidential Information to any third party nor to use any Confidential Information save (in either case)
as may be reasonably necessary for the purposes of providing the Products hereunder or as may be required under a court
order or lawful order of a government authority.
2.3 The Company will use all reasonable endeavours to provide the Products to the Customer within the estimated timings
provided but all timings agreed to by the Contractor are business estimates only (but given in good faith) and the
Company will not be liable for any loss, injury, damage or expenses arising directly or indirectly from any delay and
time will not and cannot ever be of the essence in respect of the Contractor's performance of its obligations hereunder.


INVOICING & PAYMENT

3.1 Payment is due in advance of any supply except in circumstances covered by Clause 3.2.
3.2 All invoices raised under a trade account must be settled by the Customer within 30 days of the date of the invoice.
Any disputed item must be notified to the Contractor by the Customer within 14 days.
3.3 Without prejudice to any other contractual right, the Contractor reserves the right to charge interest on overdue
invoices at a rate of 3% above the European Central Bank (EBC) base rate, compounded monthly until settlement.
3.4 Prices quoted on Renewal Quotations in currencies different than Euro are based on the mean exchange rate as at the
date shown on the quotation. We reserve the right to amend the final invoice should the exchange rate changes by more
than 2% up or down before payment received.
3.5 If payment for a licence renewal is not received by the due date stated on the renewal quotation, then we reserve
the right to deem the licence expired and for any renewal to be invoiced a full list price.


FORCE MAJEURE

4.1 Neither party shall be liable to the other under this Agreement, nor deemed in breach of this Agreement, for failure
to carry out its provisions to the extent that such failure is caused by any cause beyond the parties' respective
reasonable control, including without limitation fire, war, riot, sabotage, sickness or industrial action.


INTELLECTUAL PROPERTY RIGHTS

5.1 Each party acknowledges the existence of the other's intellectual property at the commencement of this Contract and
neither party obtains any right to the other's intellectual property by entering into this contract.
5.2 IdealSimulations as the owner of the Product shall retain ownership of and all intellectual property rights in the
Core Code and any additions or improvements to it.
5.3 Subject to the Customer first paying to the Company all sums payable to the Company hereunder, the Customer shall
obtain a Run Time Licence for its use of the whole system, including Third Party Components, subject to all the terms
and conditions attaching to these items.
5.4 The Company shall not infringe the Intellectual Property Rights of any third party and shall indemnify the Customer
against all claims, costs and expenses that the Customer may suffer as a result of any such infringement.


WARRANTY

6.1 The Company warrants that it has good title to, or licence to, supply all Products to the Customer.
6.2 If any part of the Products should prove defective in materials or workmanship under normal operation or service,
such Products will be repaired or replaced only in accordance with any warranty cover and terms provided by the
manufacturer of the Product PROVIDED THAT no unauthorised modifications to the product have taken place. The Company is
not responsible for the cost of labour or other expenses incurred in repairing or replace defective or non-conforming
parts.
6.3 All Products supplied hereunder are supplied "as is" and the sole obligation of The Company in connection with the
supply of Products is to use all reasonable endeavours to obtain and supply a corrected version from the manufacturer
concerned in the event that any such software Product should fail to conform to its product description PROVIDED ALWAYS
THAT the Customer notifies the Company of any such non – conformity within 90 days of the date of delivery of the
applicable software product.
6.4 If the Products are rejected by the Customer as not being in accordance with the Customer's order pursuant to clause
7.2 or 7.3, The Company will only accept the return of such Products provided that it receives notification thereof
giving detailed reasons for the rejection. The Company will not consider any claim for compensation Indemnity or refund
until liability, if any, has been established or agreed with the manufacturer and where applicable the insurance
company. Under no circumstances shall the Invoiced Products be deducted or set off by the Customer until the Company has
passed a corresponding credit note.
6.5 The Company's maximum aggregate liability for any and all losses, claims, demands, damages, costs and/or expenses of
any kind whatsoever arising out of or in connection with any order confirmation and/or these Terms and Conditions
(whether in contract, tort, by statute or otherwise) shall not, in total, exceed the amount actually paid by the
Customer to the Company for the Products which are the subject of the order confirmation in question.


PROPRIETARY RIGHTS IN SOFTWARE PRODUCTS

7.1 The Customer hereby acknowledges that any proprietary rights in any Product supplied hereunder including but not
limited to any title or ownership rights, patent rights, copyrights and trade secret rights shall at all times and for
all purposes rest and remain vested in the Product owner.
7.2 The Customer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of
licence attaching to Products supplied and delivered by the Company (including if so required the execution and return
of a Product licence). The Customer is hereby notified that failure to comply with such terms and conditions could
result in the Customer being refused a software licence or having the same revoked by the Product owner. The Customer
further agrees to indemnify the Company in respect of any costs, charges or expenses incurred by the Company at the suit
of a Product owner as a result of any breach by the Customer of such conditions.
7.3 No title or ownership of software products or products of any software products or any third party software licenced
under this agreement is transferred to the customer under any circumstance.


CONFIDENTIALITY AND DATA PROTECTION

8.1 Both the Company and the Client acknowledge that they may receive information and material constituting trade
secrets concerning the business, finances, systems, products and documentation of the other
("Confidential Information"). Confidential Information shall be limited to information clearly identified as
confidential. Both the Company and the Client agree to protect and preserve the confidentiality of the other's
Confidential Information using the same standard of care as it uses to protect its own Confidential Information of a
similar nature, but in no event using a lesser standard than a reasonable standard of care. The parties agree to hold
each other's Confidential Information in confidence while the Services are being performed and for a period of three
years thereafter.
8.2 Both the Company and the Client will only divulge Confidential Information to those employees, sub-contractors and
agents who have entered into a binding written agreement to maintain confidentiality and for whom knowledge of the
Confidential Information is necessary for the proper performance of their duties.
8.3 Each Party shall process personal data in accordance with the Data Protection Legislation (which includes applicable
data protection legislation including the General Data Protection Regulation (EU 2016/679) (GDPR), the Data Protection
Directive (95/46/EC), and any national implementing laws, regulations and secondary legislation) as amended from time to
time. Data processing will be accomplished through electronic and non-electronic means, for the purpose of these terms
and conditions. Terms used throughout this clause including "data controller", "data processor", "data subject",
"personal data" and "processing" are as defined in the Data Protection Legislation.
8.4 Client is responsible for obtaining the consent of all Client related data subjects whose personal data is provided
to or otherwise made available to the Company pursuant to these terms and conditions. Client authorises the Company
to engage sub-processors to the extent required for the performance of the terms and conditions and/or order. The
Company shall in respect of any personal data of the Client processed under these terms and conditions to maintain such
personal data under appropriate, commercially reasonable and sufficient technical and organisational security measures
to protect such personal data or information and both Parties warrant to have taken all appropriate registrations under
relevant EU data protection legislation. Client authorises the Company to transfer and (sub)process any personal data
outside of the European Economic Area (EEA) in order to perform these terms and conditions and/or the orders, other
legal obligations and/or for the Company's other legitimate interests, provided that such transfer is made in accordance
with Data Protection Legislation. Transfer made within the Company group of companies will be made under a legal
framework compliant with the Data Protection Legislation such as the Privacy Shield or the European Commission approved
Model Contract Clauses. The Company's privacy policy shall apply to orders placed. A copy of the policy can be found on
the Company's website. Notwithstanding any other provision of these terms and conditions, Client agrees that the Company
shall not be considered a data processor or data controller or in any other way have any responsibilities or liability
(and the Client holds the Company harmless) in respect of the processing of personal data pursuant to a product or
Service (including cloud service) provided by a third party supplier of product or services transacted by the Company
and where the Company is not processing such data. Such processing of personal data shall be subject to the arrangements
and contract terms entered in to directly between Client and the third-party provider.


ERRORS AND OMISSIONS

9.1 The Company makes every effort to ensure that all prices and descriptions quoted are correct and accurate.
In the case of a manifest error or omission, the Company will be entitled to rescind the contract, notwithstanding that
it has already accepted the Client's order and/or received payment from the Client. The Company's liability in that
event will be limited to the return of any money the Client has paid in respect of the order. In the case of a manifest
error in relation to price, the Client will be entitled to purchase the Product or Services by paying the difference
between the quoted price and the correct price, as confirmed in writing by the Company after the manifest error has been
discovered.
9.2 A 'manifest error', as the term is used in sub-paragraph (1) above, means, in relation to an incorrect price, a
price quoted in error by the Company which is more than 10% less than the price that would have been quoted had the
mistake not been made.


THE COMPANY'S LIABILITY

10.1 The Company shall under no circumstances be liable for any direct or indirect damage or loss, foreseeable or
otherwise, including any indirect, consequential, special or exemplary damages, however caused, including
(but not restricted to) loss of business or profits in the ordinary course, loss of goodwill, damage to trading
relationships loss of data and other financial loss. The Company's liability in respect of all other losses shall be
limited to the invoiced amount of the relevant order.
10.2 Nothing in this agreement shall limit the Company's liability for death, personal injury fraud or fraudulent
misrepresentation.


TERMINATION

11.1 If either party materially breaches any of its obligations and the breach has not been remedied within 30 days
after written notice is given to the defaulting party specifying the breach, the party not in default may by written
notice terminate this agreement (including the relevant Statements of Works or Packaged Service Description) as of the
date specified in such termination notice.
11.2 Either party may terminate this agreement or the relevant Statement of Works or Packaged Service Description or
suspend work if: (a) the other party fails to promptly pay any amount due to be paid under this agreement or Statement
of Works or Packaged Service Description; or (b) the other party passes a resolution for winding up (save for the
purpose of solvent amalgamation or reconstruction) or suffers a winding-up order being made against it; or (c) a
receiver, administrative receiver, administrator or similar officer is appointed over the other party.


THIRD-PARTY RIGHTS

12.1 None of the OPENFOAM related products and services advertised in Our Sites are approved or endorsed by
OpenCFD Ltd., producer and distributor of OpenFOAM software via www.openfoam.com, and owner of the OPENFOAM and OpenCFD
trade marks.
12.2 Stock images on our Website www.idealsimulations.com have been downloaded from Pixabay (https://pixabay.com/)
Pexels (https://www.pexels.com) and Unsplash (https://unsplash.com/)


MISCELLANEOUS

13.1 Neither party shall be deemed by virtue of this Contract to be an agent or the partner of the other and each party
will make clear in all dealings with third parties that it has no authority to make representations on behalf of the
other or to bind the other contractually with any third party.
13.2 If any of the terms of this Contract are held to be void or unenforceable by any reason of law they shall be void
or unenforceable to that extent only and no further and all other terms shall remain valid and fully enforceable.
13.3 The Customer shall not have any right of set off.
13.4 No indulgence granted by either party to the other in relation to any term hereof shall be deemed a waiver of such
term or prejudice the later enforcement of that or any other term hereof.
13.5 The headings in this Contract are for convenience only and shall not affect its interpretation.