Legal

Terms & Conditions hsbCAD BVBA

IMPORTANT NOTICE: PLEASE READ VERY CAREFULLY BEFORE USING ANY hsbcad MATERIALS OR SERVICES. hsbCAD ONLY LICENSES AND PROVIDES THE hsbCAD MATERIALS AND SERVICES ON THE CONDITION THAT LICENSEE FULLY ACCEPTS AND AGREES WITH ALL OF THE TERMS AND CONDITIONS CONTAINED AND/OR REFERENCED IN THIS AGREEMENT.

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1. The present Terms & Conditions (“Terms”) shall apply to any and all licensing and/or provision of products, materials or services by hsbcad BV, a company incorporated under Belgian law, having its registered offices at 9051 Ghent (Belgium), Amelia Earhartlaan 2/302 and with company and VAT number (BE 0475.468.363 (“hsbCAD”) or, as the case may be, by a hsbCAD Reseller or distributor and, in particular, to the licensing and/or provision of hsbCAD Materials and Services as defined in the Software License and Services Agreement (the “Agreement”), but equally to any other contractual or other relationship between you (“Customer”) and hsbCAD. The Agreement shall be read together with these Terms as well as with any other contractual or other documents emanating from hsbCAD and duly communicated to the Customer, all of which shall be incorporated herein by reference and vice versa. These Terms shall always prevail over any other terms as utilized or communicated by the Customer or any third party. hsbCAD shall under no circumstances be bound by any document other than these Terms that is not signed by one of its directors (“bestuurders/administrateurs”) or a person duly and explicitly mandated by such director(s) to do so. Capitalized words shall have the meaning and definition given to them in the Agreement and Customer shall be read as ‘Licensee’ where appropriate.

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2. It is only upon full, timely and continued payment of any and all applicable license and service fees and other amounts due, that hsbCAD grants to the Customer a non-exclusive, non-transferable, non-sublicenseable and limited license to Use the Licensed Software and, as the case may be, the other hsbCAD Materials and/or Services, for the Customer’s Internal Business Needs, within the indicated scope of the license type and other license parameters as indicated in the Order Confirmation and solely within the Territory and for/by the Permitted Number of authorized/concurrent users, Computers, seats, sessions, copies, etc. A license is revocable at all times as indicated below. Unless otherwise indicated in the Order Confirmation or by written agreement with hsbCAD, the license fees to be paid by Licensee are comprised of both software licence fees and support/hotline fees, each in a proportion of 50% of the same license fees.

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3. hsbCAD shall provide any and all agreed upon products and services as a professional and diligent provider in accordance with the state of the art and the standards applicable in the industry. hsbCAD’s obligations with regard to the provision of products and/or services are means-driven obligations (“obligations de moyens/middelenverbintenissen”). The Customer acknowledges and agrees that he has chosen any and all equipment, software, hardware, modules, services and other materials or products (jointly “Deliverables”) to be licensed and/or provided by hsbCAD freely, under the Customer’s own responsibility and choice among the various available Deliverables, in view of the technical qualities and specifications required by the Customer as well as according to his current and anticipated needs. The Customer has made his choice in consideration of his own requirements, including with regard to any (third-party) hardware or Materials or services freely, under Customer’s own responsibility and choice among the various options available, even if upon advice or suggestion by hsbCAD, but without any further intervention or decision of hsbCAD, whom the Customer discharges from any and all responsibility or liability in this respect, and with full knowledge of the advantages and limitations of all such hardware, Materials and/or Deliverables. The Customer indeed acknowledges that he has taken note of the technical specifications and operating procedures prior to ordering any deliverables and he acknowledges that the technical and functional features of such deliverables meet his current needs and those that he can reasonably foresee to arise in the future. hsbCAD cannot be held liable for latent problems or defects in deliverables, nor for any direct or consequential damages resulting therefrom, except for damages caused by hsbCAD’s gross negligence, wilful intent or fraud. To the extent that the Use of Licensed Software requires the Use of Third-Party Software, Materials or Services, the Customer acknowledges and agrees that any such Third-Party Software, Materials and Services are subject to - and Customer shall fully comply with - the relevant third party’s terms and conditions. Any implied or express warranty with regard to such Third-Party Software or Services shall be strictly limited to the warranties given by that third party to hsbCAD (back-to-back). It is reminded that hsbCAD Materials, products and Services are commercial professional tools intended to be used by trained and specialized professionals only, and that they are intended only to assist the Customer with its design, visualization, analysis, simulation, estimation, testing and/or other activities and are not a substitute for Customer’s own independent design, analysis, simulation, calculation, estimation, measurement, testing, geometry efforts and/or other activities, including those with respect to product stress, stability, interoperability, interconnectivity, safety and utility. Due to the large variety of potential applications for the hsbCAD Materials, products and Services, they have not been tested in all situations under which they may be used. The Customer hereby acknowledges and agrees that hsbCAD shall not be liable in any manner whatsoever for any Use made of such hsbCAD Materials, products and/or Services by the Customer, nor for any Output File, End User Product or other result brought forth by the Customer or otherwise obtained through any Use of the hsbCAD Materials, products and/or Services (including any and all Deliverables), nor for any constructions, models, drawings, devices, objects or buildings created, printed or otherwise brought to life with the help of or based upon any hsbCAD Materials or Output Files or End User Products. Persons using hsbCAD Materials are responsible for the supervision, (double-)checking, management, verification and control of the hsbCAD Materials and any Output Files or End User Products before implementing them. As a result, hsbCAD specifically disclaims any liability for any actions, damages or claims resulting from the Customer’s Use of any hsbCAD Materials, products and/or Services or of any other products or services provided by hsbCAD, by its distributors or Resellers or otherwise. When the Services provide storage, hsbCAD recommends that the Customer continues to back up his Output Files, content and other relevant data regularly. hsbCAD may create reasonable technical limits on the Customer’s Output Files, content and/or data, such as limits on file size, storage space, processing capacity, and other technical limits. hsbCAD may suspend the Services until the Customer is within the storage space limit associated with his account. Customer will indemnify hsbCAD and its subsidiaries, Affiliates, officers, agents, employees, partners, Resellers, Suppliers and licensors from any claim, demand, loss or damages, including reasonable attorneys’ fees, arising out of or related to Customer’s content, Use of the (Online) Services or Licensed Software, or his violation of these Terms or the Agreement.

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4. In any case where the Order Confirmation would not specify a (license) term, or there is no Order Confirmation, the term will, by default, be indefinite. In such case, Customer may terminate the agreement upon 6 months’ notice by registered letter to hsbcad. If a term is indicated in the Order Confirmation, then the agreement shall automatically and tacitly be renewed for successive periods of the same such term, unless Customer gives prior written notice of its intention not to renew the agreement by registered letter to hsbcad at least three (3) months prior to the end of then-current term. Each Party may terminate this agreement, Licensee’s (license) rights as to Licensed Software or other hsbCAD Materials and/or the provision of (Online) Services if the other Party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice in that regard. hsbCAD may, by written notice to Licensee, terminate this agreement and/or any Order Confirmation in whole or in part with immediate effect if there is a change of Control of Licensee. In addition, hsbCAD may, as an alternative to termination, suspend Licensee’s access to and license of the Licensed Software or other hsbCAD Materials or the provision of Services, if Licensee fails to make a payment due or otherwise fails to comply with the provisions of this agreement or other terms relating to any such license, Services or Materials. hsbCAD may also terminate this agreement if Licensee becomes subject to bankruptcy proceedings, becomes insolvent, goes into liquidation or makes an arrangement with creditors, or if hsbCAD elects to discontinue the Licensed Software or Services in whole or in part. For US-based Licensees, termination upon insolvency shall not apply where prohibited under U.S. Bankruptcy Code § 365(e).

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5. The Licensed Software and other hsbCAD Materials or products provided to the Customer by hsbCAD or a hsbCAD Reseller or distributor, as well as any and all (authorized) copies made thereof by the Customer, are the intellectual property of and are owned by hsbCAD and its suppliers. Consequently, any and all Intellectual Property Rights related to the Licensed Software and other hsbCAD Materials or products (including any trade names, trademarks, copyrights and patents) are exclusively owned by hsbCAD and/or its suppliers. Any and all Intellectual Property Rights with regard improvements, enhancements, changes, developments, customizations, coding and/or additions made to or created for Licensed Software or any other hsbCAD Materials shall vest exclusively in hsbCAD at theTerms & Conditions hsbCAD BVBA – Version 11.12.2025 time of their creation, regardless of whether they were made or created wholly or in part by or on behalf of (any Representative or Personnel of) Customer, a Distributor, hsbCAD or an Affiliate of any of the foregoing, alone or together between any such parties and whether outside or inside the framework of the present agreement. For California-based Licensees, this assignment shall not apply to independent inventions protected under California Labor Code § 2870.

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6. If the Licensed Software is an Upgrade or update to a previous version of hsbCAD Software, Customer must possess a valid license to such previous version in order to Use such Upgrade or update. After installing such update or Upgrade, Customer may continue to Use any such previous version in accordance with its agreement only if (a) the Upgrade or update and all previous versions are installed on the same Computer, (b) the previous versions or copies thereof are not transferred to another party or device and (c) Customer acknowledges that any obligation hsbCAD may have to support or maintain the previous version(s) may be ended upon the (end of the) availability of the Upgrade or update concerned. No other Use of the previous version(s) than the one indicated above is permitted after installation of an update or Upgrade. Upgrades and updates may be licensed to Licensee by hsbCAD under additional or different terms vis-à-vis this Agreement.

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7. The Customer acknowledges and agrees that invoices generated by hsbCAD may be based partially or entirely upon licensing or other reports drawn from the fingerprinting or other database used by hsbCAD to monitor licenses, grant access for Customers or otherwise generate overviews of data about Customers. The Customer acknowledges and agrees that he has access to his account with such database and will deactivate any licensing options for which he has no use or desire to pay. If the Customers fails to deactivate such options, full payment for the same shall be due. Unless other payment terms are indicated in the Order Confirmation, any and all invoices are payable within 30 (thirty) calendar days from the date of the invoice. Any amount left unpaid on the due date shall automatically and without any need for a formal notice, and without prejudice to any other rights of hsbcad, generate interests equal to the interest rate as provided for in the Belgian Law of 2 August 2002 on the fight against late payments in commercial transactions, increased with seven percentage points and rounded up to the higher half percentage point, with a minimum of 12 % per year. In case of non-payment on the due date, the outstanding invoice amount shall – without the need for any written formal notice – be increased with 15 % and in any case with no less than EUR 500 as an agreed upon lump sum indemnity. In case of non-payment of an invoice on the due date, any and all outstanding invoices shall become immediately payable. The payment without reservations of any part of the invoiced amount shall constitute acceptance in full of the invoice. Payments shall be imputed, as the case may be, upon incurred judicial costs first, then upon interests accrued, then upon the lump sum indemnity and finally upon the principal amount owed. Any complaint with respect to the invoice, in order to be valid, must be notified in writing to hsbCAD within fourteen (14) days after the date of invoice. In case of non-payment on the due date specified on the invoice, hsbCAD is, without the need for any prior written notice or reminder, entitled to partially or fully suspend the licensing of the Licensed Software and/or the provisioning of any Services associated with such licensed Software, and this until the outstanding amount is paid in full, including any other arrears in terms of costs, interests or indemnity. For the sake of clarity, hsbCAD nor its Distributors or Affiliates will be in any way be responsible for any disruptions or losses incurred due to such suspension, all liability and responsibility in relation to the same will be fully borne by the Customer. In case of any (amicable or judicial) agreement with creditors, bankruptcy or any other fact pointing to insolvability of Licensee, all invoices shall be payable immediately. Unless indicated otherwise, prices are exclusive of any applicable VAT and taxes and of any applicable costs. hsbCAD shall have the right to unilaterally revise the prices annually, if hsbCAD’s costs for the performance of the Agreement increase, due to an increase of the market or other prices or costs, including but not limited to the prices of energy, raw and auxiliary materials, personnel cost, wages, products or services obtained from third parties, governmental charges, freight costs and insurance premiums and any other relevant resources, parameters and/or indexes (such as but not limited to Europe’s Consumer Price Index (CPI), global inflation, etc.). Unless indicated otherwise, hsbcad will implement an annual price increase of 3% (three percent), using the global inflation as a reference. If inflation exceeds 5%, it will adjust prices upward based on the average inflation index. Conversely, if inflation is 1% (one percent) or lower, there will be no price increase. This approach is informed by Europe's average Consumer Price Index (CPI) inflationary guidance over the past 20 years to determine the average indexation. hsbCAD shall inform Licensee of its decision to revise the fees by issuing a prior written notice thirty (30) days before implementation. Only in case Licensee does not accept such increase, each Party shall have the right to terminate the Agreement, without further liability. hsbCAD shall be compensated on a pro rata basis for all activities performed and costs made, up until the actual date of termination. In case no objection is received from Licensee within such thirty (30) day’s period, the Agreement shall continue based on the revised fees.

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8. hsbCAD shall not be liable for any non-compliance or late or incomplete compliance with its obligations if such is caused by force majeure and hsbCAD shall be exempt from performing such obligations for the duration and the extent of the force majeure. By force majeure is meant the concept as it is generally construed and recognized by the Belgian case law and doctrine. In addition, hsbCAD shall not be liable for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, such as result of weather conditions, latent defects, failure of systems or services, unavailability or delay of suppliers or licensors or any delay in works carried out by the Customer or any person on behalf of the Customer for any reason whatsoever. If, at any time, the circumstances that existed at the date of hsbcad’s Order Confirmation should change to such an extent that the licensing and/or provision of hsbCAD Materials and/or Services or the performance of any of its other obligations should become unreasonably burdensome and such change could not have been reasonably foreseen by hsbcad, then hsbcad may request an extension and/or revision of the concerned Order Confirmation(s), including the prices agreed, which shall not be unreasonably rejected by Licensee. The request will include (i) a statement that it is based on the provision of this clause, (ii) a description of the unforeseen circumstances, and (iii) a statement of extra costs or changes that must be introduced into the contractual conditions. If no agreement is reached within a reasonable time between the Parties in that regard, then hsbcad shall be entitled to terminate the concerned Order Confirmation(s) with respect to the licenses/orders affected without any liability to Licensee.

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9. TO THE FULLEST EXTENT AS PERMITTED BY LAW, IN NO EVENT WILL HSBCAD, ITS AFFILIATES, SUPPLIERS OR DIRECTORS BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (WHICH SHALL INCLUDE CLAIMS BY THIRD PARTIES), NOR FOR (B) ANY LOSS OF USE, DATA, BUSINESS OR PROFITS, ANY BUSINESS INTERRUPTION OR FAILURE TO MEET ANY DEADLINE OR DUTY OF CARE, REGARDLESS OF THE LEGAL THEORY INVOKED IN THIS REGARD. THIS WILL BE REGARDLESS OF WHETHER OR NOT HSBCAD OR ANY OF ITS AFFILIATES, SUPPLIERS OR DIRECTORS HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN ADDITION, THE AGGREGATE LIABILITY OF HSBCAD, ITS AFFILIATES, DIRECTORS AND SUPPLIERS ARISING OUT OF, OR IN RELATION TO THESE TERMS, TO THE AGREEMENT, TO ANY OTHER SPECIFIC AGREEMENT BETWEEN THE CUSTOMER AND HSBCAD AND/OR TO ANY PROVISION OF PRODUCTS OR SERVICES TO THE CUSTOMER WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY THE CUSTOMER FOR SUCH PRODUCTS OR SERVICES IN THE YEAR IN WHICH THE FACT OR CIRCUMSTANCE ON WHICH ANY LIABILITY CLAIM IS BASED HAS OCCURRED OR TAKEN PLACE. For the avoidance of doubt, the limitations to liability as set forth herein shall not apply to liability for damages: (i) consisting of personal injury or death; or (ii) being the result of wilful intent, fraud or manifest gross negligence on the part of hsbCAD. If the Licensed Software or any other hsbCAD Material, product or Service is a trial, tryout, starter or product sampler version ("Tryout Software") or a pre-commercial release or beta version ("Pre-release Software"), then it does not represent the final product from hsbCAD, may contain limited functionality and may contain bugs, errors and other problems that could cause system or other failures and data loss. hsbCAD may never commercially release the Pre-release or Tryout Software and it is to be used for demonstration and evaluation purposes only, not for Customer’s commercial purposes. Customer will return or destroy all copies of Pre-release or Tryout Software upon request by hsbCAD or upon hsbCAD's commercial release of such Software. CUSTOMER’S USE OF PRE-RELEASE OR TRYOUT SOFTWARE IS AT HIS OWN RISK. ACCESS TO AND USE OF ANY OUTPUT FILES OR OTHER DATA CREATED WITH SUCH SOFTWARE OR ANY PRODUCT ASSOCIATED WITH SUCH SOFTWARE IS ENTIRELY AT CUSTOMER’S OWN RISK. FOR US-BASED LICENSEES, THE ABOVE Liability limitations MAY not apply to gross negligence, willful misconduct, or statutory consumer rights under applicable U.S. law.

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10. Except as may be otherwise provided for in the Agreement, hsbCAD warrants, to the natural or legal person that first purchases a license for the Licensed Software for Use pursuant to the terms of this Agreement, that the Licensed Software will provide the general features and functions described in the Documentation for the ninety (90) day period following delivery of the Licensed Software (“Warranty Period”) when Used on the recommended operating systems and hardware configurations. Non-substantial variation of performance from the Documentation does not establish any warranty right. THIS LIMITED WARRANTY DOES NOT APPLY TO (MEANING THERE IS NO WARRANTY FOR) PATCHES, PRE-RELEASE (BETA), TRIAL, TRYOUT, STARTER, EVALUATION, PRODUCT SAMPLER OR NOT FOR RESALE (NFR) VERSIONS OR COPIES OF ANY LICENSED SOFTWARE, NOR TO/FOR WEBSITES OR ONLINE SERVICES. All warranty claims must be made, along with proper proof of purchase, to hsbCAD within the aforementioned ninety (90) day period. hsbCAD’s entire liability and the Cusstomer’s exclusive remedy during the Warranty Period (“Limited Warranty”) will be, with the exception of any statutory warranty or remedy that cannot be excluded or limited under mandatory law, at hsbCAD’s option, (i) to attempt to correct or work around errors, if any, or (ii) to refund the license fees, if any, paid by Customer during the calendar year in which the warranty claim was made, and terminate the Agreement or the license specific to such Licensed Software. Any refund is conditioned upon the return to hsbCAD or, as the case may be, the deletion, during the Warranty Period, of all of the hsbCAD Materials received or Used.

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11. Hsbcad may modify, update, or discontinue the Services, Licensed Software (including any of their portions or features) or other hsbCAD Materials at any time without liability to the Customer. However, it will make a reasonable effort to notify the Customer before making the change and allow a reasonable time to download any content. If hsbcad discontinues a service or product in its entirety, it will provide a pro rata refund for any unused fees for the same that may have been prepaid.

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12. If any provision of these Terms is held illegal, invalid or unenforceable under applicable law, it will be deemed modified to the extent necessary to conform to that law so as to give the maximum effect to the intention of the parties, and the other clauses shall remain in full force and effect. If needed, the parties shall mutually agree to replace the invalid provision by means of an amendment in order to reach the same commercial effect.

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13. The fact that either of the parties has not invoked a breach by the other party to perform any of the obligations under these Terms or another agreement shall not be construed as a waiver of the performance of such obligation.

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14. Customer may not subcontract nor assign or otherwise transfer any of its rights, obligations or privileges hereunder, without the prior written consent of hsbcad. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the Parties and their respective officers, directors, employees, successors, and assigns.

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15. These Terms, their interpretation and execution shall be governed by Belgian law. The Ghent courts shall have exclusive jurisdiction. In case of conflict between the provisions of these Terms and the provisions of the Agreement or, as the case may be, any other specific agreement entered into between the Customer and hsbCAD, the provisions of the Agreement or the specific agreement shall prevail. In case of any discrepancy between these Terms in English and in another language, the English text shall be determining and prevail.‍

For US-based Licensees, this Agreement shall be governed by the laws of the State of Delaware, and disputes shall be submitted to the exclusive jurisdiction and resolved in the state or federal courts of that state.

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