About

Developing web-based engineering software.

Contact

  • info@simcalc.com
  • KvK: 91916666
  SimCalc.com


Terms and Conditions

SimCalc Development


  1. Definitions
    1. Agreement: the Agreement between SimCalc and Customer.
    2. Customer: the natural or legal person with whom SimCalc has entered into an Agreement and/or the nature or legal person that uses/visits the SaaS Platform of SimCalc. It also means the person who is entering or is negotiating with SimCalc about it, as well as his representative(s), agent(s), assignee(s) and heirs.
    3. Quotation: an offer by SimCalc to provide the SaaS platform.
    4. SaaS platform: the online platform developed by SimCalc that provides online calculation tools to the Customer.
    5. SimCalc: SimCalc Development, established in Pijnacker and registered with the Dutch Chamber of Commerce under number 91916666.
    6. Terms and Conditions: these terms and conditions.
  2. Applicability of Terms and Conditions
    1. These Terms and Conditions apply to all Quotations and Agreements under which SimCalc provides the SaaS platform to Customer. These Terms and Conditions are applicable in any circumstance the SaaS platform is visited and/or used by Customer.
    2. The applicability of purchasing or other terms and conditions of Customer is expressly rejected.
    3. SimCalc can make changes to these Terms and Conditions at any given time. SimCalc shall notify Customer in case a change has been made.
    4. If and to the extent that the said third party terms and conditions in the relationship between Customer and SimCalc are found to be inapplicable or declared inapplicable for any reason, these Terms and Conditions shall apply in full.
    5. If any provision of these Terms and Conditions is void or destroyed, the other provisions of these Terms and Conditions shall remain in full force and effect. SimCalc and Customer will in that case enter into consultation, with the aim of agreeing new provisions of as much as possible the same scope to replace the void or voided provisions.
    6. The legal relationship between the Customer and SimCalc is a contract of assignment. The applicability of Sections 7:404 and 7:407 (2) of the Dutch Civil Code is expressly excluded.
  3. Offers
    1. All Quotations from SimCalc are without obligation unless otherwise indicated in writing by SimCalc. Quotes do not apply to future Agreements. Customer warrants the accuracy and completeness of the information provided by or on behalf of Customer to SimCalc on which SimCalc based its Quotation. Obvious errors in the Quotation and other expressions do not bind SimCalc.
  4. Price and payment
    1. Customer shall pay for the SaaS platform the fee set forth in the Agreement. In the absence of an agreed payment schedule, all amounts related to the SaaS platform provided by SimCalc shall be due in advance each year.
    2. All prices are exclusive of sales tax (VAT) and other product or service-specific government imposed charges. All prices communicated by SimCalc are in euros and Customer must pay in euros. In case Customer has obtained a yearly (12 months) subscription that automatically renews with that same period, SimCalc shall have the right to increase the price each year with a percentage of three (3) percent without Customer’s right to terminate the Agreement.
    3. If, according to the Agreement, Customer consists of several natural persons and/or legal entities, each of these (legal) persons shall be jointly and severally liable to SimCalc for performance of the Agreement.
    4. With respect to the services rendered by SimCalc and the amounts owed by Customer for them, the data from SimCalc's records provide full proof, without prejudice to Customer's right to provide evidence to the contrary.
    5. The free version of the SaaS platform has limited functionality. The paid version of the SaaS platform is only accessible after SimCalc has received the full payment as stated in article 4.1.
    6. In case a payment made by Customer fails, has been charged back or is refunded for any reason with the result that SimCalc did not receive the payment, SimCalc shall have the right to unsubscribe Customer from that subscription of the paid version of the SaaS platform immediately without sending a notice. If payment has been received by SimCalc, Customer can have access again to the features of the paid version of the SaaS platform.
    7. Customer can “upgrade” it’s subscription by obtaining a new license through the SaaS platform. A new subscription must be obtained separately and SimCalc does not allow any form of restitution on the other (current) subscription with obtaining the upgraded version.
    8. Only if Customer fits the definition of a “consumer” under the Dutch law, Customer will have the right to demand a refund for the paid subscription during the 14 days after the purchase.
    9. Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders purchased via the SaaS platform. Paddle provides all customer service inquiries and handles returns.
  5. Duration of the Agreement
    1. The Agreement is entered into for a period of 12 months. After this period, this Agreement will, Option 1: be tacitly renewed for periods of 12 months each, unless the Agreement is terminated by Customer in writing by the end of the term with at least a one (1) month notice OR, Option 2: automatically terminate at the end of the 12 month period. Interim termination of this Agreement is not possible with both options, except for the situations as provided by Dutch law.
  6. Confidentiality
    1. Customer and SimCalc shall ensure that all data received from the other party of which they know or should reasonably know to be of a confidential nature shall remain confidential. This prohibition shall not apply if and insofar as disclosure of the data in question to a third party is necessary pursuant to a court order, a statutory regulation, on the basis of a legally issued order by a governmental authority or for the proper performance of the Agreement. The party receiving confidential data shall use it only for the purpose for which it was provided. Data shall in any case be considered confidential if it is designated as such by one of the parties or if this follows from the nature of the data.
    2. Customer acknowledges that the software provided by or through SimCalc is always confidential in nature and contains SimCalc trade secrets.
    3. This article retains its force after the end of the Agreement between the parties.
  7. Intellectual property
    1. All (future) intellectual property rights, including but not limited to trademark rights, patent rights, design rights, copyrights and neighboring rights, trade name rights, database rights, know-how, trade secrets and domain names to the software, websites, data files, databases, equipment, training, testing and examination materials or other materials such as analyses, designs, documentation, reports, offers, as well as preparatory materials thereof, developed or made available to the Customer under the Agreement, are solely owned by SimCalc, its licensors or its suppliers. Customer is not allowed to claim intellectual property rights belonging to SimCalc, its licensors or its suppliers. Customer only acquires the rights of use expressly granted by these Terms and Conditions, the written Agreement between the parties and mandatory by law. Any right of use granted to Customer is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
    2. Any delivery, provision or disclosure, whether by offer or Agreement or otherwise, of software, products or services to Customer shall never constitute a transfer of intellectual property rights.
    3. Customer will not (cause to) remove or change any indication(s) regarding the confidential nature or regarding copyrights, brands, trade names or any other right of intellectual property from the software, websites, data files, equipment or materials.
    4. Customer warrants that no rights of third parties oppose SimCalc's provision of hardware, software, material for websites, data files and/or other materials, designs, and/or other works for the purpose of use, maintenance, editing, installation or integration, including possession of appropriate licenses. Customer shall indemnify SimCalc against any third party claim based on the fact that such provision, use, maintenance, editing, installation or integration of the SaaS platform infringes any right of that third party.
    5. If Customer acts in breach of obligation(s) under this Section, Customer shall owe SimCalc an immediately due and payable penalty of €25,000 (in words: twenty-five thousand euros) per violation or per day, all without prejudice to any right of SimCalc to damages or to performance or other measures available to SimCalc under Dutch law.
    6. By sending SimCalc any question, comment, suggestion, idea, feedback, or other information, Customer agrees to assign to SimCalc all intellectual property rights in such submission. Customer agrees that SimCalc shall own this submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to Customer.
    7. This article retains its force after the end of the Agreement between the parties.
  8. Support services and identification
    1. If SimCalc's services under the Agreement also include some operational support for users of the SaaS platform, SimCalc shall provide support online and by email regarding the use and operation of the SaaS platform mentioned in the Agreement. Customer shall describe reports in the context of support as completely and in as much detail as possible, so that SimCalc is given the opportunity to respond appropriately. SimCalc may set conditions on the method of reporting, qualifications and the number of persons eligible for support. SimCalc will process properly substantiated requests for support within a reasonable time in accordance with its usual procedures. SimCalc does not guarantee the accuracy, completeness or timeliness of responses or support provided. Support will be provided within a reasonable period after the request for support has been received by SimCalc.
    2. Upon using the commercial SaaS platform, Customer shall create an account with a username and a password. Customer shall in all circumstances be responsible for keeping the identification data confidential and is solely responsible for the events that occur under the account.
  9. Notice and takedown (NTD)
    1. Customer shall at all times behave with care and not act unlawfully toward third parties, in particular by respecting the intellectual property and other rights of third parties, respecting the privacy of third parties, respecting the honor and good name of third parties, respecting the sexual life of third parties, not disseminating data in violation of the law, not gaining unauthorized access to systems, not disseminating viruses or other harmful programs or data, and refraining from criminal offenses and violation of any other legal obligation.

      In order to prevent liability towards third parties or to limit the consequences thereof, SimCalc is always entitled to take measures with respect to an act or omission by or at the risk of Customer. Costs reasonably necessary associated with the aforementioned measures shall be borne by Customer. SimCalc shall further have the right to deny Customer access to its systems immediately and without notice in the event of any violation or threatened violation of this Section. The foregoing is without prejudice to any other measures or the exercise of other legal and contractual rights by SimCalc against Customer. In such event, SimCalc shall also be entitled to terminate the Agreement with immediate effect, without incurring any liability to Customer as a result.
    2. SimCalc cannot be required to form an opinion on the merits of the claims of third parties or the defense of Customer or to be in any way involved in a dispute between a third party and Customer. Customer will have to deal with the third party in question and inform SimCalc in writing with adequate documentation.
    3. SimCalc is not responsible or liable for the content made available to the public by Customer through the SaaS platform. All information, software, services and documents provided on the SaaS platform are for general information purposes only and do not constitute or substitute the provision of professional advice. SimCalc does not take any responsibility for the use or actions taken, based on the content and/or calculations on the SaaS platform. The use or reliance of any information contained on the SaaS platform is solely at the risk of Customer.
  10. Warranty
    1. SimCalc does not warrant that the SaaS platform is free of errors (including the accuracy of the calculations and the results) and functions without interruption. SimCalc shall use its best efforts to repair errors in the underlying software within a reasonable period of time if and to the extent that the underlying software is software developed by SimCalc itself and the relevant errors have been reported to SimCalc by Customer in writing and described in detail. If appropriate, SimCalc may postpone the repair of the errors until a new version of the underlying software is put into use. SimCalc does not warrant that errors in the SaaS platform not developed by SimCalc itself will be corrected.
    2. Customer shall, based on the information provided by SimCalc regarding measures to prevent and limit the consequences of malfunctions, errors and other imperfections in the SaaS platform, mutilation or loss of data or other incidents, identify the risks to its organization and, if necessary, take additional measures. SimCalc agrees to reasonably cooperate with further measures to be taken by Customer upon request, against (financial) conditions to be set by SimCalc. SimCalc is never obliged to restore mutilated or lost data other than restoring the last available backup of the data concerned.
    3. SimCalc does not warrant that the SaaS platform will be updated in a timely manner to reflect changes in relevant laws and regulations.
    4. SimCalc will strive to execute the Agreement to the best of its abilities in providing the calculation tools. SimCalc shall not be liable for errors in the calculations, or the inaccuracy of the results or decisions made based on the calculations with using the SaaS platform.
  11. Dissolution and termination of the Agreement
    1. Each of the parties shall only be entitled to dissolve the Agreement on account of an attributable failure in the performance of the Agreement if the other party, in all cases after a written notice of default that is as detailed as possible and in which a reasonable term is given to remedy the failure, imputably fails to comply with essential obligations under the Agreement. Customer's payment obligations and all obligations to cooperate and/or provide information by Customer or a third party engaged by Customer shall in all cases be considered essential obligations under the Agreement.
    2. Either party may terminate the Agreement in writing with immediate effect, in whole or in part, without notice of default, if the other party is granted a moratorium on payments - whether provisional or not, if bankruptcy is filed against the other party, if the other party's business is liquidated or terminated other than for the purpose of reconstruction or amalgamation of companies. SimCalc may also terminate all or part of the Agreement with immediate effect without notice of termination if the decisive control of the business of Customer changes directly or indirectly. SimCalc is never obliged to refund any money already received or to pay damages due to the termination as mentioned in this paragraph. In case of a bankruptcy of Customer, the right of Customer to use the provided software, websites and the like, as well as the right of Customer to access and/or use the services of SimCalc, will terminate without any notice of termination by SimCalc.
  12. Liability of SimCalc
    1. In case Customer uses the free version of the SaaS platform, SimCalc is not liable in any circumstances. In case of the paid version of the SaaS platform, SimCalc shall only be liable for direct damages. Direct damages in this article means property damage, reasonable costs to prevent property damage and reasonable extrajudicial costs. Direct damages are limited to a maximum amount:
      • the maximum amount equal to the annual total fee received by SimCalc from Customer under this Agreement.
    2. Direct damages means exclusively all damages consisting of:
      • any reasonable and demonstrable costs incurred to have SimCalc defective performance comply with these Terms and Conditions;
      • any reasonable and demonstrable damage directly caused to tangible property ("property damage");
      • any reasonable and demonstrable costs incurred by you to induce SimCalc to (re)execute the Terms and Conditions and (again) properly comply with the Terms and Conditions;
      • any reasonable and demonstrable costs to determine the cause and extent of the damage insofar as related to the direct damage as meant here.
    3. Indirect damages, consequential damages, lost profits, lost savings, reduced goodwill, damages due to business interruption, damages resulting from claims by customers of SimCalc, damages related to the use of SimCalc products, materials or software of third parties and damages related to the use of suppliers prescribed by SimCalc are excluded. Also excluded is SimCalc's liability for or in the event of:
      • any damages arising from damage or destruction of records and/or data;
      • any damages incurred as a result of Customer providing SimCalc with inaccurate or incomplete data or information or otherwise resulting from Customer's acts or omissions;
      • any damage incurred by Customer or third parties as a result of the malfunctioning of Customer's hardware, equipment, software and/or internet connections.
    4. The exclusions and limitations of liability of SimCalc set forth in this section are without prejudice to the other exclusions and limitations of liability of SimCalc set forth in these Terms and Conditions.
    5. Unless performance by SimCalc is permanently impossible, SimCalc's liability for attributable failure to perform an Agreement arises only if Customer immediately gives SimCalc written notice of default, setting a reasonable time to remedy the failure, and SimCalc continues to fail imputably in the performance of its obligations even after that time. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that SimCalc is given the opportunity to respond adequately.
    6. A condition for the existence of any right to compensation is always that Customer reports the damage to SimCalc in writing as soon as possible after its occurrence. Without prejudice to the provisions of article 6:89 of the Dutch Civil Code, any claim for damages against SimCalc shall lapse by the mere expiry of twelve months after the claim arose, unless Customer has filed a legal action for compensation of damages before the expiry of that period.
    7. The provisions in this article as well as all other limitations and exclusions of liability mentioned in these Terms and Conditions also apply to all (legal) persons that SimCalc and its suppliers use in the execution of the Agreement. This article is a third party clause.
    8. Customer shall indemnify and hold SimCalc armless from all claims made by a third party arising from the use of the SaaS platform and the calculations that are made with the SaaS platform.
  13. Force majeure
    1. Neither party is bound to fulfill any obligation, including any legal and/or agreed warranty obligation, if he is prevented from doing so due to force majeure. Force majeure on the part of SimCalc includes: (i) force majeure of SimCalc's suppliers, (ii) improper performance of obligations of suppliers prescribed to SimCalc by Customer, (iii) defectiveness of items, equipment, software or materials of third parties, the use of which was prescribed to SimCalc by Customer, (iv) government action, (v) power outage, (vi) failure of Internet, data network or telecommunications facilities, (vii) (cyber) crime, (cyber) vandalism, war or terrorism, pandemic, epidemic and (viii) general transportation problems.
    2. If a situation of force majeure lasts longer than thirty days, either party has the right to dissolve the Agreement in writing. What has already been performed under the Agreement shall in that case be settled proportionately, without the parties owing each other anything else.
  14. Backup
    1. SimCalc does not back up specific Customer’s data. SimCalc shall use reasonable endeavors to make a backup of the database of the SaaS platform once per month.
    2. Customer himself remains responsible for compliance with all legal administration and retention obligations applicable to him.
  15. Transfer of rights and obligations
    1. Customer shall never sell, transfer or pledge its rights and obligations under an Agreement to a third party.
    2. SimCalc may sell, transfer or pledge its rights and obligations under the Agreement to a third party.
  16. Applicable law and disputes
    1. The Agreement between SimCalc and Customer shall be governed by Dutch law. Applicability of the Vienna Sales Convention 1980 is excluded.
    2. Disputes that may arise between SimCalc and Customer shall be settled by the competent court in the district in the Netherlands where SimCalc is located, unless mandatory provisions stipulate otherwise.