Terms and Conditions
Applied CAx Terms and Conditions

1. Agreement and Conflict: Applied CAx (“Supplier”) and the party entering into an agreement for the purchase of software and related services (“Customer”) agree that these Terms and Conditions (“Agreement”) represents the entire agreement between Supplier and Customer. This Agreement supersedes any previous written or oral agreements between the Parties. Any additional or conflicting terms proposed by Customer shall not be binding unless expressly accepted in writing by Supplier.

2. Products and Services: The supplier shall provide the software products as specified in the purchase order or agreement executed between the Parties. The supplier retains all ownership rights, title, and interest in the Products. Supplier shall provide the services as described in the purchase order or agreement executed between the Parties. Customer acknowledges that the Services may be subject to separate terms and conditions as agreed upon by the Parties.

3. Payment Terms: The Supplier shall invoice the Customer for the agreed-upon fees and charges for Products and Services. Invoices shall be sent to the customer from the supplier. All payments shall be made in the currency specified in the invoice. All invoices must be paid in full within 30 days of receipt. In the event of late payment, the remaining balance over 30 days will be charged an additional 5% per month late fee. The Customers will be given a 5-day grace period from the due date on the invoice before the late fee is applied. The Customer shall be responsible for all costs and expenses incurred by the Supplier in collecting any overdue amounts.

4. Maintenance Terms: Maintenance Services consist of (a) Software updates, (b) Error corrections (as defined below), and (c)technical support. Perpetual Software licenses do not include Maintenance Services which must be purchased separately. Maintenance Services will be available hereunder to the extent that SISW makes such services available to its customer base in general. Software and Hardware provided at no fees or that are designated as retired, discontinued, obsolete or legacy on the Order are not covered by any Maintenance Services, unless explicitly provided otherwise on the Order, e.g., by reference to End-of-Life Maintenance Services or Extended Maintenance Services.

5. Renewal Terms: For maintenance renewals, the customer must provide a purchase order or payment before the contract expiration date. Failure to renew before the renewal date will result in a late maintenance renewal fee of 2.5% of the total maintenance contract for each month past the expiration date. Expiration and/or maintenance cancellation will stop eligibility for the following benefits: Technical Support, Software Maintenance Releases, and Software Upgrades The customer will have to reinstate their software after 60 days past the renewal date. Reinstatement fees include: full back maintenance, plus a penalty fee, and 12 months of Maintenance from the reinstatement date at the current list price. For subscription renewals, the customer must provide a purchase order or payment before the contract expiration date. Failure to renew before the renewal date will result in losing access to software services and any pre-agreed discounts on subscriptions.

6. Delayed Projects: If the project has reached 3 months delayed or longer, the supplier has the right to end the project. If the supplier decides to end the project, the supplier will keep the 50% down payment. If the customer decides they want to start the project again after the project has been ended, the entire protect will have to be reinitiated.

7. Warranty and Limitation: Supplier warrants that the Products and Services shall be provided in a professional and workmanlike manner, consistent with industry standards. If any defects arise during the warranty period, the Supplier shall, at its sole discretion, either repair or replace the defective Products or re-perform the deficient Services. Supplier’s total liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall be limited to the total amount paid by Customer to Supplier under this Agreement during the month period preceding the event giving rise to the liability. In no event shall either Party be liable for any indirect, incidental, consequential, or punitive damages.

8. Force Majeure: Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, lockouts, acts of terrorism, riots, or governmental actions (“Force Majeure Event”). The Party affected by the Force Majeure Event shall promptly notify the other Party of the occurrence and its expected duration. The affected Party’s obligations shall be suspended during the Force Majeure Event, and the Party shall use reasonable efforts to mitigate the effects of the event.

9. Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be resolved through good-faith negotiations between the Parties. If the Parties are unable to resolve the dispute amicably, either Party may initiate binding arbitration in accordance with the rules of [Arbitration Institution]. The arbitration shall be conducted and the award rendered by the arbitrator shall be final and binding upon the Parties. Injunctive Relief: Notwithstanding the dispute resolution provisions, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm or enforce its intellectual property rights.

10. Miscellaneous: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except for assignments to an affiliate or successor-in-interest in connection with a merger, acquisition, or similar transaction. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, or agreements, whether oral or written. No modification or amendment to this Agreement shall be valid unless it is in writing and signed by both Parties. The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision.

11. Severability and Waiver – No waiver, consent or modification of this Agreement shall bind either Party unless in writing and signed by the Party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

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