End User Licence Agreement

This agreement is between you (or the organisation you are acting for) and SHD Systems Ltd, a company registered in England and Wales under number 17003359, registered office 13 Old Hall Road, Norwich, NR13 5FA, United Kingdom (“we”, “us”). It governs your use of the SHD Sim desktop application and any updates to it (the “Software”).

By installing or using the Software you accept these terms. If you do not accept them, do not install or use it.

1. Definitions

• Seat — one individual named person permitted to use the Software. Seats are not concurrent-use slots unless your plan says so explicitly.
• Free tier — use of the Software without a paid subscription, subject to the published capability limits.
• Your Content — geometry, meshes, case setups, results, reports and any other material you create or supply.
• Subscription Term — the period for which fees have been paid.

2. Licence grant

We grant you a non-exclusive, non-transferable, revocable licence to install and use the Software for the Subscription Term, on the number of devices your plan allows, by the number of named users your plan allows. This is a licence to use, not a sale; we and our licensors retain all ownership of the Software.

The free tier is licensed on the same terms, without payment, and is limited in capability rather than in time. It has no expiry date and does not require an account.

3. What you may do

• Use the Software for commercial work, including client work, with no royalty and no obligation to credit us.
• Install it on more than one device belonging to you, within your plan’s device allowance, provided you are the person using it.
• Run it offline for the published grace period before it needs to re-validate the licence.
• Move a seat to a different person permanently — for example when an employee leaves. Seats are not intended to rotate between people day to day.

4. What you may not do

• Share a seat with anybody it is not assigned to, or publish or share a licence key.
• Remove, disable, circumvent or interfere with licence validation, or use the Software with a key you did not lawfully obtain.
• Rent, lease, resell, sublicense or offer the Software as a hosted service to third parties, unless we agree in writing.
• Reverse engineer, decompile or disassemble the Software, except to the extent that applicable law expressly permits it despite this restriction — including your rights in respect of interoperability under the Copyright, Designs and Patents Act 1988, and any rights that apply to the open-source components described in third-party licences.
• Use an Education licence for commercial work, including funded consultancy carried out through an academic institution.
• Use the Software in breach of applicable export controls or sanctions (clause 11).

5. Your Content is yours

We claim no ownership of and no licence over Your Content. Geometry, meshes, cases, results and reports produced with the Software belong entirely to you, and nothing in this agreement gives us a right to use them.

The Software runs on your machine. Your Content is never transmitted to us: no geometry, no meshes, no cases, no results, no reports, and no file names or paths.

If you agree to it when the Software first runs, it reports anonymous usage data describing how it is used rather than what you model — the version, the machine specification, when it is open, and summary facts about solver runs with mesh sizes and durations grouped into wide bands. It is off if you say so, and can be turned off at any time in Settings → Privacy, which also deletes what has already been collected. It is never linked to your account or your licence. Section 4 of the privacy notice lists every field.

6. Licence validation

A paid licence is validated over the internet. To do that the Software sends your licence key and a hashed machine fingerprint. The fingerprint is hashed on your machine before transmission; we do not receive raw hardware identifiers, and it is used only to count and identify activations.

You may deactivate a device from your account to free the seat, for example when replacing a machine.

7. Open-source components

The Software includes open-source components, including OpenFOAM, Qt and Open CASCADE Technology. Those components are licensed to you under their own licences, which take precedence over this agreement in respect of those components and, in some cases, grant you rights this agreement does not. See third-party licences, which also explains how to obtain the corresponding source code.

OPENFOAM® is a registered trademark of OpenCFD Limited. This offering is not approved or endorsed by OpenCFD Limited.

8. Term, termination and what happens after

This licence runs for the Subscription Term and ends if the subscription ends. We may terminate it if you materially breach these terms and do not put the breach right within 30 days of us asking you to.

When a paid licence ends, the Software degrades to the free tier. It continues to start, continues to open your existing cases, and does not delete, lock or hold your files to ransom. Losing access to your own work because a subscription lapsed is not an outcome we are prepared to ship.

9. Warranties, and the limits of what software can promise

We warrant that the Software will perform substantially as described in our published documentation. If it does not, tell us: we will fix it, or refund you, at our option.

Simulation results require engineering judgement and independent verification. The Software prepares and runs cases for numerical solvers and reports what those solvers produced. It does not, and cannot, certify that a mesh is adequate for your problem, that a turbulence or material model suits your physics, that a run has genuinely converged, or that a result reflects reality. Those judgements remain yours, as the responsible engineer.

You must not rely on output from the Software as the sole basis for any decision affecting safety, structural integrity, regulatory compliance or human life without independent verification by a competent person, and validation against measurement or an accepted benchmark. To the fullest extent the law allows, we exclude all other warranties, express or implied, including fitness for a particular purpose.

Nothing in this clause limits your statutory rights (clause 10).

10. Liability

Nothing in this agreement limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited. If you are a consumer, your rights under the Consumer Rights Act 2015 — that digital content must be of satisfactory quality, fit for purpose and as described — are unaffected by anything written here.

Subject to that, and to the fullest extent permitted by law:

• We are not liable for loss of profit, loss of business, loss of contracts, loss of anticipated savings, loss or corruption of data, or any indirect or consequential loss.
• We are not liable for any loss arising from reliance on simulation results, in accordance with clause 9.
• Our total liability arising out of or in connection with this agreement is limited to the greater of the fees you paid us in the twelve months before the claim arose, or £100.

If you use the free tier, you have paid us nothing, and our liability is limited to £100 accordingly — subject always to the carve-outs in the first paragraph of this clause.

11. Export control and sanctions

Simulation software can fall within export control regimes. You must not use, export or re-export the Software in breach of UK, EU or US export control laws or sanctions, and you confirm you are not located in, or acting on behalf of anybody in, a country or entity subject to relevant sanctions. If you are unsure whether your intended use is affected, take your own advice before proceeding.

12. Changes to these terms

We may change these terms for new Subscription Terms, and will publish the changes here with a new date. Material changes that affect an existing subscription will be notified by email before they take effect, and you may cancel if you do not accept them.

13. Governing law

This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. If you are a consumer resident elsewhere in the UK or in the EU, you keep the benefit of any mandatory protections of your own country’s law and may bring proceedings there.