Terms and Conditions

Effective Date: November 1, 2025

Last Updated: November 1, 2025

Version: 1.0.0

This document is originally written in English. In case of discrepancies in translations, the English version shall prevail.

DEFINITIONS

In these Terms, unless the context otherwise requires:

• “Agreement” means these Terms and Conditions, including all referenced documents
• “Company,” “we,” “us,” “our”refers to PAACS Software Ltd, a company registered in England and Wales
• “Services” means our website, software applications, APIs, support services, and all related offerings
• “Software” means our desktop simulation applications and any updates or modifications
• “User,” “you,” “your” refers to any individual or entity accessing or using our Services
• “Content” means any data, text, files, information, usernames, images, graphics, photos, audio, video, or materials
• “User Content” means Content created, uploaded, or transmitted by users through our Services
• “Intellectual Property” means patents, copyrights, trademarks, trade secrets, and other proprietary rights

1. ACCEPTANCE OF TERMS

1.1 Agreement to Terms

By accessing or using our Services, you agree to be bound by these Terms, our Privacy Policy, Cookie Policy, End User License Agreement, and Licensing Information.

1.2 Capacity to Contract

You represent and warrant that you:

• Are at least 13 years of age (16 in certain jurisdictions)
• Have the legal capacity to enter into binding contracts
• Are not prohibited from using our Services under applicable law
• If acting on behalf of an organization, have authority to bind that organization

1.3 Modifications

We reserve the right to modify these Terms at any time. Material changes will be notified via:

• Email notification to registered users
• Prominent notice on our website
• In-application notifications

Continued use after notification constitutes acceptance of modified Terms.

2. ACCOUNT REGISTRATION

2.1 Account Creation

To access certain Services, you must create an account by providing:

• Accurate and complete information
• A valid email address
• A secure password meeting our requirements
• Verification of academic status (if applicable)

2.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your credentials
• All activities occurring under your account
• Immediately notifying us of unauthorized access
• Ensuring your account information remains current
• Not sharing your account with others

2.3 Account Termination

We may suspend or terminate accounts that:

• Violate these Terms or other agreements
• Engage in fraudulent or illegal activity
• Remain inactive for extended periods
• Pose a security risk to our Services
• Fail to pay applicable fees

3. USE OF SERVICES

3.1 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for lawful purposes in accordance with these Terms.

3.2 Acceptable Use Policy

You agree NOT to:

• Violate any laws, regulations, or third-party rights
• Use the Services for illegal, harmful, or fraudulent purposes
• Transmit viruses, malware, or malicious code
• Attempt to gain unauthorized access to systems or data
• Interfere with or disrupt the Services or servers
• Bypass any security measures or access controls
• Scrape, harvest, or collect data without permission
• Impersonate others or misrepresent your affiliation
• Harass, abuse, or harm other users
• Post offensive, defamatory, or inappropriate content
• Use automated systems without prior written consent
• Reverse engineer or decompile the Software
• Remove or alter proprietary notices
• Exceed authorized usage limits
• Resell or redistribute the Services without authorization
• Use the Services for competitive analysis
• Train AI models on our Services or Content without permission

3.3 Professional Use Standards

When using our Services for professional or commercial purposes:

• You must maintain appropriate commercial licensing
• You are responsible for the accuracy of your simulations
• We do not guarantee fitness for any specific purpose
• You must validate results independently for critical applications
• You may not use results for safety-critical systems without additional verification

4. USER CONTENT

4.1 Your Content

You retain ownership of User Content you create. By using our Services, you grant us a worldwide, non-exclusive, royalty-free, sublicensable license to:

• Host, store, and backup your User Content
• Display your User Content to you and authorized users
• Process your User Content to provide Services
• Use anonymized data for service improvement
• Comply with legal obligations

4.2 Content Responsibilities

You represent and warrant that:

• You own or have rights to use your User Content
• Your User Content doesn't infringe third-party rights
• Your User Content complies with all applicable laws
• You have necessary consents for any personal data

4.3 Prohibited Content

User Content must not contain:

• Illegal, harmful, or offensive material
• Malware, viruses, or malicious code
• Personal data without proper consent
• Trade secrets or confidential information without authorization
• Content that infringes intellectual property rights
• False or misleading information

4.4 Content Moderation

We reserve the right to:

• Review, monitor, and moderate User Content
• Remove or disable access to violating Content
• Report illegal Content to authorities
• Preserve Content for legal purposes

5. INTELLECTUAL PROPERTY

5.1 Our Intellectual Property

All Intellectual Property in our Services (except User Content) is owned by or licensed to PAACS Software Ltd. This includes:

• Software code and architecture
• User interface designs and graphics
• Logos, trademarks, and branding
• Documentation and tutorials
• Algorithms and methodologies
• Databases and data structures

5.2 Restrictions

You may not:

• Copy, modify, or create derivative works
• Use our trademarks without permission
• Remove copyright or proprietary notices
• Claim ownership of our Intellectual Property
• Use our Intellectual Property except as permitted

5.3 Feedback

Any feedback, suggestions, or ideas you provide become our property and may be used without restriction or compensation. We are not obligated to implement feedback or maintain confidentiality.

6. PAYMENT TERMS

6.1 Fees and Charges

• Fees are as specified on our website or in agreements
• All fees are non-refundable unless stated otherwise
• Prices exclude applicable taxes unless specified
• We may change prices with 30 days notice

6.2 Payment Processing

• Payments processed through secure third-party providers
• You authorize recurring charges for subscriptions
• You are responsible for keeping payment information current
• Failed payments may result in service suspension

6.3 Refund Policy

Refunds are available only:

• Within 30 days for annual subscriptions (first-time purchase)
• If Software is materially defective and cannot be fixed
• As required by applicable law
• At our sole discretion for exceptional circumstances

6.4 Taxes

You are responsible for all applicable taxes, including:

• VAT, GST, or sales tax
• Withholding taxes where applicable
• Import duties for international transactions

7. THIRD-PARTY SERVICES

7.1 Third-Party Integration

Our Services may integrate with third-party services. We are not responsible for:

• Third-party service availability or performance
• Content provided by third parties
• Third-party terms and policies
• Data handling by third parties

7.2 Third-Party Links

Links to third-party websites are provided for convenience. We do not endorse or assume responsibility for third-party content or practices.

8. PRIVACY AND DATA PROTECTION

8.1 Privacy Policy

Your use of our Services is subject to our Privacy Policy, which explains how we collect, use, and protect your personal data.

8.2 Data Processing

By using our Services, you consent to:

• Collection of usage data and analytics
• Processing for service provision and improvement
• International data transfers as described in our Privacy Policy
• Use of cookies as per our Cookie Policy

8.3 Data Security

While we implement security measures, you acknowledge that:

• No internet transmission is completely secure
• You use the Services at your own risk
• You should protect your account credentials
• You should report security issues promptly

9. WARRANTIES AND DISCLAIMERS

9.1 Service Provision

We will use commercially reasonable efforts to:

• Provide Services in accordance with these Terms
• Maintain Service availability and performance
• Address reported issues and bugs
• Protect your data as described in our Privacy Policy

9.2 Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE"
• WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED
• INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE SERVICE
• WE DO NOT WARRANT ACCURACY OR COMPLETENESS OF CONTENT
• WE DO NOT WARRANT SERVICES WILL MEET YOUR REQUIREMENTS

9.3 No Professional Advice

Our Services do not constitute professional advice. You should:

• Independently verify all simulation results
• Consult qualified professionals for critical decisions
• Not rely solely on our Services for safety-critical applications
• Accept full responsibility for your use of results

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
• LOSS OF DATA OR DATA CORRUPTION
• BUSINESS INTERRUPTION OR SYSTEM FAILURE
• COST OF SUBSTITUTE SERVICES
• RELIANCE ON SERVICE OUTPUT OR RESULTS
• THIRD-PARTY CLAIMS

10.2 Cap on Liability

Our total liability for any claims shall not exceed the greater of:

• £100 GBP, or
• The amount paid by you to us in the 12 months preceding the claim

10.3 Exceptions

These limitations do not apply to liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Breaches of implied terms that cannot be excluded by law
• Other liability that cannot be limited under applicable law

11. INDEMNIFICATION

11.1 Your Indemnification

You agree to indemnify, defend, and hold harmless PAACS Software Ltd, its officers, directors, employees, agents, and affiliates from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Your violation of applicable laws or regulations
• Your violation of third-party rights
• Your User Content
• Your use or misuse of the Services
• Your negligence or willful misconduct

11.2 Procedure

We will:

• Promptly notify you of any claim
• Provide reasonable cooperation in defense
• Allow you to control the defense (subject to our approval)
• Not settle without your consent (not unreasonably withheld)

12. TERMINATION

12.1 Termination by You

You may terminate your account at any time by:

• Following the account closure process in settings
• Contacting support@paacs.pro
• Ceasing use of the Services

12.2 Termination by Us

We may suspend or terminate your access immediately if you:

• Breach these Terms or other agreements
• Engage in illegal or fraudulent activity
• Fail to pay fees when due
• Abuse or misuse the Services
• Pose a risk to other users or our systems

12.3 Effect of Termination

Upon termination:

• Your license to use Services immediately ends
• You must cease all use of Services
• We may delete your User Content after 90 days
• Fees paid are non-refundable (except as required by law)
• Sections that should survive will remain in effect

12.4 Survival

The following sections survive termination: Intellectual Property, User Content licenses, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and any other provisions that by their nature should survive.

13. DISPUTE RESOLUTION

13.1 Informal Resolution

Before filing any legal claim, you agree to attempt resolution by contacting legal@paacs.pro. We will attempt to resolve disputes informally for at least 30 days.

13.2 Governing Law

These Terms are governed by the laws of England and Wales, without regard to conflict of law principles.

13.3 Jurisdiction

Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales, and you consent to personal jurisdiction in these courts.

13.4 Class Action Waiver

You agree that any disputes will be resolved individually. You waive any right to bring or participate in any class, collective, or representative action.

14. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms, along with our Privacy Policy, Cookie Policy, EULA, and any applicable order forms, constitute the entire agreement between you and PAACS Software Ltd regarding the Services.

14.2 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that comes closest to the intent of the original.

14.3 Waiver

No waiver shall be effective unless in writing. Our failure to enforce any right or provision shall not constitute a waiver of future enforcement.

14.4 Assignment

You may not assign or transfer these Terms or your rights without our prior written consent. We may assign our rights and obligations without restriction.

14.5 Force Majeure

Neither party shall be liable for delays or failure to perform due to causes beyond reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

14.6 Notices

Legal notices to us should be sent to:

Notices to you will be sent to your registered email address and will be deemed delivered upon sending.

14.7 Relationship

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. You have no authority to bind us in any manner.

14.8 Export Compliance

You agree to comply with all applicable export and import laws, including economic sanctions and trade embargoes. You represent that you are not on any prohibited party list.

14.9 Government Users

If you are a government entity, our Services are "commercial items" as defined in applicable regulations, provided with only those rights granted to all other users under these Terms.

15. BETA FEATURES

15.1 Beta Services

Features labeled as "beta," "preview," "early access," or similar:

• Are provided for testing and evaluation
• May be incomplete or contain errors
• May be discontinued at any time
• Are provided "AS IS" with no warranties
• Should not be used for production or critical purposes

15.2 Beta Feedback

Feedback on beta features is encouraged and becomes our property. We may use feedback without restriction or compensation.

16. ACCESSIBILITY

We strive to make our Services accessible to users with disabilities. If you encounter accessibility issues, please contact accessibility@paacs.pro.

17. CONTACT INFORMATION