Bramble – End User License Agreement

Last updated 2nd April 2024

Scope

1.1 This End User License Agreement (Agreement) applies between Bramble CFD Limited (Bramble CFD), Catesby Innovation Centre, Catesby Park, Charwelton, Northants, UK, NN11 3FQ and its Customers.

1.2 The Agreement governs usage of Bramble CFD’s cloud CFD simulation platform, bramble (Platform)

1.3 The Agreement forms an integral part of any agreement between Bramble and the Customer whether entered into by the execution of a purchase order, by email or by signing up to the Platform through online or other means.

1.4 Any terms and conditions which conflict with or deviate from the Agreement shall only be accepted with written consent from Bramble CFD.

1.5 Individual Agreements made between Bramble CFD and the Customer in writing shall take priority over the Agreement.

 

Customer and User Accounts

2.1 In order to use the Platform, a dedicated account (Customer Account) shall be created which the representatives of the Customer access.

2.2 Individual user log ins (User Accounts) will be created on the Customer Account for the purpose of logging into the Platform.  User Accounts will share access to all the data stored on the Customer Account. Herein, where the Agreement refers to Customer, it refers also to the individuals granted access to the Platform via a User Account.

2.3 User Accounts can have an access level designated as Full Access or Read Only. The access level can either set by Bramble CFD at the Customers request, or by User Accounts nominated by the Customer.  Such User Accounts are designated as Administrators.

2.4 All Full Access User Accounts will be able to add and delete data from the Customer Account and create and run simulations.  The Customer is liable for any charges accrued by the actions of a Full Access User Account, typically through but not limited to the running of simulations.

2.5 Read Only User Accounts will be unable to add or delete data or create and run simulations.  Consequently, they are unable to accrue any charges that the Customer is liable for.

2.6 The Customer is solely responsible for controlling who has access to the Customer Account.  Administrators are able to add and remove User Accounts and set access level through Platform interface.  Where no Administrator has been nominated, the Customer can, at any time, request Bramble CFD to add or remove User Accounts or change access level on their behalf.

2.7 The Customer permits Bramble CFD’s employees to access the account from time-to-time for the sole purpose of providing technical assistance.

2.8 The Customer will be granted access to the Platform for a minimum period of 12-months from receipt of a purchase order, or a minimum 12-months from the last time a simulation was completed, whichever is later.  Revoking of access after this period is solely at Bramble CFD’s discretion.

 

Rights of Use

3.1 Subject to the terms of this Agreement, Bramble CFD grants to the Customer a non-exclusive, non-transferable, non-sublicensable, world-wide right and license to use the Platform for business purposes only.

3.2 The Customer may only permit use of the Platform through individual User Accounts that cannot be shared between its employees, contractors, outsourced service providers, contractors and customers.

3.3 Except as otherwise expressly provided in this Agreement, the Customer shall not, or shall not permit any third party, to directly or indirectly:

a) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, outsource, use on a timeshare or service bureau basis, or use in an application service provider or managed service provider environment, or otherwise generate income from the direct use of the Platform;

b) copy the Platform onto any public or distributed network;

c) decompile, reverse engineer or disassemble any portion of the Platform, or otherwise attempt to discover any source code, object code or underlying structure, ideas, know-how or algorithms or other operational mechanisms of the Services, in each case, unless permitted by mandatory statutory law;

d) modify, adapt, translate or create derivative works based on all or any part of the Platform (except to the extent expressly permitted by Bramble CFD or authorised within the Services);

e) modify any proprietary rights notices that appear in the Services or components thereof;

f) use the Platform outside of the scope of rights as set forth in this Clause 3;

g) scrape, build databases or otherwise create permanent copies of the content of the Platform or keep cached copies longer than permitted by the cache header;

h) use the Platform to store, download or transmit infringing, libelous, or otherwise unlawful or tortious material, or malicious code or malware; engage in phishing, spamming, denial-of-service attacks or other fraudulent or criminal activity; interfere with or disrupt the integrity or performance of third-party systems, or the services or data contained therein; attempt to gain unauthorized access to the Platform or Bramble CFD’s systems or networks; or perform, or engage any third party to perform, authenticated or unauthenticated penetration testing, vulnerability assessments or other security assessments on the Platform.

3.4 Where the Platform is subject to export control laws of the United Kingdom, United Stated or other jurisdictions, the Customer warrants that the Platform will not be used in violation of these laws.

3.5 The Customer may only use the Platform in accordance with the documentation and with all applicable laws and regulations.

3.6 Bramble CFD is under no obligation to monitor Customer Accounts, however, it may do so.  Bramble CFD may also restrict or revoke access to the Platform if it believes the Customer to be in violation of Clause 3.  In this instance, any unused credit on the account will be retained by Bramble CFD and will not be refunded to the Customer.

 

Customer Account Data

4.1 The Customer shall retain ownership of all data uploaded to the Platform as well as outputs from the simulations including, but not limited to, forces, flow metrics, images and flow visualisations.

4.2 The Customer grants Bramble CFD the non-exclusive, sublicensable, royalty-free and irrevocable right to use any data uploaded to or created by the Platform for the sole purposes of: performing its obligations under the Agreement, improving and optimising the Platform, bug fixing or rectifying any defects found in the Platform.

4.3 The Customer represents and warrants that it has sufficient rights to grant Bramble CFD the rights specified in Clause 4.2.

4.4. The Customer represents and warrants that there are no third-party, intellectual property or privacy rights that restrict the uploading of data to the Platform or generation of data by the Platform.

4.5 The Customer represents and warrants that any data uploaded to the Platform is free of any viruses, worms, Trojan Horses, malicious code or any other harmful, destructive or unlawful content including infringing or libelous content.

 

Customer Responsibilities

5.1 The Customer shall be responsible for maintaining the security of the Customer account including to, but not limited to, ensuring the User Accounts are only accessed by nominated individuals and that no passwords or similar information is shared between individuals.

5.2 The Customer shall be responsible for the User Accounts active on the Customer Account and the access level of these User Accounts.

5.3 The Customer shall notify Bramble CFD of any unauthorised use of the Platform or disclosure of User Account log in details.  Without prejudice to any other remedies, the Customer shall be liable for any losses or damages incurred by Bramble CFD where the Customer fails to notify Bramble CFD accordingly or delays such notification.

5.4 Bramble CFD may investigate, without notice, any suspect violations of the Agreement that come to its attention and may take any legal action that it deems appropriate including restricting, suspending or permanently revoking access to the Platform.

 

Service Availability

6.1 Bramble CFD endeavours to offer constant availability of access to the Platform but cannot warrant uninterrupted availability thereof.

6.2 Bramble CFD is not responsible for the Customers internet access, availability, speed or bandwidth.  Nor is Bramble CFD responsible for the associated costs and expenses.

6.3 The Customer shall report any errors with the Platform including to its access exclusively via email using the address support@bramblecfd.com.  The Customer shall all necessary detail as to the issue they are experiencing including, but not limited to, account name and simulation number.

6.4 Bramble CFD shall keep the Customer informed at reasonable intervals and to a reasonable extent as to the status of the rectification of any errors.  Bramble CFD makes no assurances regarding the period of time in which an error may be removed.

 

Limitation of Liability

7.1 The Customer is aware of the main features of the Platform and has confirmed that they are as described in the documentation and meet the Customer’s needs.  The Customer acknowledges that the Platform has not been developed to the specific requirements of the Customer.

7.2 Bramble CFD shall not under any circumstance be liable to the Customer, whether in contract, negligence, breach of statutory duty, or otherwise, arising under or in connection with the Agreement or Platform for:

a) Loss of profits, sales, business or revenue,

b) Business interruption,

c) Loss of anticipated savings,

d) Loss or corruption of data or information,

e) Loss of business opportunity, goodwill or reputation,

f) Any indirect or consequential loss or damage.

7.3 Other than the losses set out in Clause 6.2 (for which Bramble CFD is not liable), or maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to 200% of any expenditure on the platform in the previous 12-month period from the event which gave rise to the liability.

7.4 Nothing in this Agreement shall limit or exclude Bramble CFD’s liability for:

a) Death or personal injury resulting from our negligence;

b) Fraud or fraudulent misrepresentation;

c) Any other liability that cannot be excluded or limited by English law

d) gross negligence

e) wilful default.

7.5 Bramble CFD shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen if proper and regular data backup measures had been taken by Customer.

7.6 bramble is a platform designed to enable users to create CFD simulations according to the Customer’s methodologies. Bramble CFD accepts no liability and offers no guarantee for the accuracy of the CFD simulations run through the Platform or for the level of correlation to physical tests and to other CFD simulations generated on the Platform or through other means.

7.7 This Agreement sets out the full extent of Bramble CFD’s obligations and liabilities in respect of the Platform. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Bramble CFD. Any condition, warranty, representation or other term concerning the supply of the Platform which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

 

Confidentiality

8.1 Bramble CFD shall not disclose to any third party the existence of this Agreement and/or its contents without the Customer’s prior written approval (to be granted or withheld at their sole and unfettered discretion).

8.2 Bramble CFD are aware that, in the course of its performance of its obligations under this Agreement, it may come into contact with information in respect of the Customer’s business, financing, dealings, transactions, technical know-how, designs, computations and affairs all of which information is or may be confidential.

8.3 Bramble CFD undertake to the Customer that throughout the term of the Agreement and for a period of ten (10) years following its expiration that it shall treat as secret and confidential, not at any time or for any reason to disclose or permit to be disclosed or otherwise make use of or permit to be made use of (save under the terms outline in Clause 4.2):

a) any information concerning the business or status of the Customer or any person or company which, directly or indirectly, is in control of, is controlled by or is under common control with the Customer,

b) any information concerning the business or status of any person having dealings with the Customer which comes to Bramble CFD’s knowledge during the course of or in connection with the performance of Bramble CFD’s obligations under this Agreement.

8.4 The Customer shall hold in the strictest confidence the Platform and any related materials or information including, but not limited to, any technical data, research, product plans or know-how provided by Bramble CFD to the Customer, directly in writing or by inspection of tangible objects (Confidential Information).  The Customer shall not disclose any Confidential Information to third parties, including any of its employees who do not have a need to know such information and the Customer shall take reasonable measures to protect the secrecy of, and to avoid disclosure and unauthorized use of the Confidential Information.  The Customer shall notify us as soon as reasonably practicable in the event of an unauthorised or suspected use or disclosure of the Confidential Information by the Customer or its representatives.

8.5 The restrictions contained in Clauses 7.3 and 7.4 shall cease to apply to any information or knowledge which:

a) may come into the public domain otherwise than by breach of the disclosing party’s obligations set out in Clause 7.3 or 7.4 (as appropriate);

b) is disclosed to the Customer and/or Bramble CFD (as appropriate) by a third party who has not received it either directly or indirectly from the disclosing party or a client of the disclosing party who was free to disclose the same; and/or

c) must be disclosed in accordance with any applicable law, to the extent of such required disclosure.

8.6 Without prejudice to any other rights or remedies available to the disclosing Party, the Party in receipt of the Confidential Information acknowledges and agrees that if it is in breach of any of the provisions contained in this Clause 7, the disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable relief for any threatened or actual breach, in addition to any damages or other remedy to which it may be entitled.

8.7 Each Party shall return to the other any Confidential Information provided by the other or (at the other’s option) destroy it and confirm in writing that this has been done.

 

Proprietary Rights

9.1 Bramble CFD shall retain all proprietary rights, including all copyright, trade-secrets, patents, trademarks and all other intellectual property related to the Platform as well as any materials supplied by Bramble CFD to the Customer.

9.2 Bramble CFD may, with written agreement from the Customer, refer to the customer by its trade names and logos and may briefly describe the Customer’s business in marketing materials and on the Bramble CFD website.

9.3 At any time, without prior notification, Bramble CFD will implement updates to the Platform in order to modify its design and in doing so, add or remove features, alter the behaviour of existing features, and implement bug fixes.

9.4 The Customer may from time to time provide Bramble CFD with ideas or suggestions for improvements or new features.  The Customer grants Bramble CFD, without charge, the perpetual, sub-licensable, world-wide right to exploit to exploit these ideas or suggestions for any purpose.

 

Governing Law

10.1 This Agreement shall be governed by and construed in accordance with English Law and all disputes shall be subject to the non-exclusive jurisdiction of the English Courts.

10.2 Bramble CFD and the Customer accepts that monetary damages alone may not be adequate compensation and that the other shall be entitled to injunctive relief in any court of competent jurisdiction restraining it from committing a breach of the terms of this agreement or continuing to commit such a breach.  Nothing in this agreement shall be construed as prohibiting either party from pursuing any remedy available to it in law or equity for such a breach.

 

Agreement Entirety and Revisions

11.1 The Agreement including these Terms represents the entire agreement between Customer and Bramble CFD in respect of its subject matter and supersedes and extinguishes all prior negotiations, arrangements, understanding, course of dealings or agreements made between the parties in relation to its subject matter, whether written or oral.

11.2 Should any provision of the Agreement including these Terms be or become ineffective or invalid in whole or in part, the effectiveness and validity of the other provisions shall not be affected. Such ineffective or invalid provision shall be replaced by a provision which comes as close as legally possible to what the parties would have agreed, pursuant to the meaning and purpose of the original provision and of the Agreement if they had recognized the ineffectiveness or invalidity of the original provision. If the ineffectiveness or invalidity of a provision is based on the determination of a certain level of performance or a certain time (deadline or fixed date), such ineffective or invalid level or time shall be replaced by the level or time which comes as close as legally possible to the original level or time. The foregoing shall also apply to any possible omission in the Agreement including these Terms that was not intended by the parties.

11.3 Valid amendments or supplements to any Agreement must be made in writing. The same shall apply to any agreement to deviate from or cancel this requirement of written form.

11.4 Bramble CFD may amend and/or update these Terms for existing Agreements with future effect from time to time and as necessary for technical, economic or legal reasons provided that this would neither constitute a change affecting the basis of the legal relationship between Bramble CFD and Customer nor is equivalent to the conclusion of a new contract. Any revision of these Terms shall be announced to Customer in text form (simple email shall be sufficient) no later than six (6) weeks before their proposed effective date. Customer may either approve or object to the revision before their proposed effective date. The revision shall be deemed approved by Customer, unless Customer objects to the revision before their proposed effective date. Bramble CFD shall expressly inform Customer thereof in the respective announcement.

11.5 Bramble CFD may amend and/or update these Terms for future Agreements at any time for any reason without notice.