1.1 The subject of the contract is the supply of Cloud Computing Services with standard lease or spot lease (pre-award) modes of use, of hardware resources, for the implementation of a certain number of open source and non-open source applications (hereinafter the “Service”), under the terms and conditions agreed below.

1.2 Specifically, the Provider offers a cloud-based HPC (High Performance Computing) system dedicated to the CAE (Computer Aided Engineering) world, with which it is possible to exploit the power of a cluster to perform engineering analyses. The system allows the user to select its own machine in terms of CPU and available RAM and to exploit this for solving the case under study.

1.3 The following software are made available on the platform offered by the Service Provider: Blender, CalculiX, Code_Aster, Code_Saturne, FDS, OpenFOAM, ParaView. Such software are constantly being updated and expanded.

1.4. The machines made available by the Service Provider in the HPC cloud have the following characteristics: CPU: from 1 to 224 vCPU (2nd Gen AMD EPYC™ Processors 3.3 GHz or 3rd Gen AMD EPYC™ Processors 3.5 GHz or similar), from 100 to 2000 GB Hard Disk, RAM: from 1.00 GB per core to 8.00 GB per CPU, Cloud space: unlimited (max file retention period of 60 (sixty) days). The list of machines made available by the Provider is subject to changes and updates.

1.5. The Service shall enable the Customer to use the HPC cloud system according to its functions for purposes related to the Customer's professional and working activity, in compliance with the technical limitations of the system, without prejudice to the provisions of point 8.

2.1 The Contract is concluded on the date of correct and timely receipt by CFD FEA SERVICE SRL UNIPERSONALE of the Order Form completed and accepted by the Customer in all its parts, together with this contract signed by the Customer.

2.2. Having acquired the Order Form, in accordance with the preceding point, the Provider will activate the “Access to the Service” account and send the login credentials (username and password) by email (to the email address indicated by the Customer on the Order Form).

2.3. The Service shall only be activated by the Provider after the Customer has entered the chosen payment method into the Platform from those indicated (e.g. credit card).

2.4. By sending the Order Form, the Customer acknowledges and accepts that it concludes a contract whose only valid and effective version is the one in Italian (https://cloudhpc.cloud/service-level-agreement-ita/), while the other versions provided by CFD FEA SERVICE SRL UNIPERSONALE in any other foreign language are made available as a courtesy only.

3.1. The Customer accepts and acknowledges as its own, any use and operation of the Service (connection, modification, data registration and other activities) that will be carried out with its access keys.

3.2. Once the Customer has access to the Service, it may, in compliance with the conditions and terms of this contract, use the Program and store information and data relating to the functionalities of the Program in the memory areas which are reserved for him/her.

3.3. The data recorded and stored by the Customer on the Program in the memory areas reserved for him/her shall remain available for 60 days, after which they shall automatically be deleted without any possibility of recovery.

3.4. The Service Provider may vary the technical characteristics, systems and resources as a result of the technological evolution of the hardware and software components, whilst guaranteeing the same functionalities to the Customer. These changes shall take effect immediately in the system and shall be communicated to the Customer on a quarterly basis.

4.1. The Provider ensures a seamless around the clock operation (including holidays) for the duration of the contract. Maintenance, on the other hand, shall be guaranteed during office hours from Monday to Friday.

4.2. The Provider shall back up all data contained in the Program on a daily basis and shall restore the latest available version of the data if necessary.

4.3. The Provider guarantees that it has and is equipped with appropriate tools to effectively protect the physical, IT and organisational security of the information.

4.4. In case of impossibility and/or incorrect provision of the service for reasons attributable to the Service Provider, the latter undertakes to reimburse the Customer the amount equal to that already paid by the latter for the execution of this contract. Nothing else shall be due from the Provider to the Customer by way of compensation, indemnity or otherwise.

4.5. In any event, the Provider shall not be liable in any way for direct and /or indirect damages claimed by the Customer, such as, for example, loss of earnings, loss of data, loss of turnover, loss of chances.

4.6. The Provider is not subject to any surveillance obligations on the Customer's use of the Service and the Program. Therefore, the Provider does not control the conduct or acts put in place by the Customer and/or by any third parties authorised by the same, i.e. it does not control or monitor the information and/or data and/or content these enter into the Program.

4.7. Once the Customer has accessed the Service, he/she is the sole controller, pursuant to L. Decree 196/2003 and EU Regulation 2016/679, of the processing of any personal data entered and/or processed through the use of the Program.

5.1. The Customer must access and make use of the Service and use the Program exclusively within the scope of its business activity and in any case for lawful and legitimate purposes, with the utmost diligence, strictly complying with the applicable laws and regulations, as well as with the provisions of this Contract and of its annexes, without infringing the rights and interests of the Provider and of third parties.

5.2. Unless otherwise agreed upon in writing in the Order Form, the Customer declares that he/she is the sole and exclusive user of the Service and is solely responsible for the content of the information, texts and data recorded, stored and transmitted with the Program.

5.3. The Customer is prohibited from storing any information or data other than those related to the functionalities of the Program.

5.4. The Customer undertakes not to disclose, transfer or allow third parties to use the aforementioned access keys and to store these with the utmost care and diligence.

5.5. The Customer undertakes to allow access to the Service and the use of the Program exclusively to its own personnel and/or collaborators who have been made aware of and have accepted all the obligations deriving from this Contract. It is understood that the Customer shall be liable towards the Provider for any breach of this contract or any unlawful or illegal act by its personnel or collaborators or other authorised users.

5.6. In any case, the Customer is solely responsible for all operations carried out during the use (data entry and dissemination), administration and management of the Service and the Program. As a result, the Customer therefore exempts the Service Provider from any liability, for the operations carried out whilst using the Service and the Program and for any direct or indirect damages to persons or property resulting from such operations. Furthermore, the Customer undertakes to hold harmless the Provider against any dispute and claim for compensation or of any other nature made by third parties for these operations, as well as against any disputes connected with the distribution and dissemination on the network of such entered data.

5.7. The Customer shall inform the Provider in writing of any unauthorised use of its account, its access keys or of any other breach of the security of the Service, within 24 hours of becoming aware of the event. In the event of theft and/or loss of the access keys, the Customer shall immediately notify the Provider in writing, in order that the latter may deactivate and replace these.

5.8. The Customer also guarantees, pursuant to art. 46 of Presidential Decree 445/2000 and subsequent amendments, that the data and information transmitted to the Provider for the purpose of concluding the Contract are true, correct and such as to allow its identification, and undertakes to communicate any changes thereto, including the email address indicated in the Order Form. If the Customer, at the time of identification, has concealed its real identity or falsely declares to be another subject, including through the use of untrue personal documents, or in any case, has acted in such a way as to compromise the identification process, it acknowledges and accepts that it will be held, including criminally, responsible for the false declarations and/or the use of false documentation and will also be considered exclusively responsible for all damages suffered and to be suffered by the Provider and/or by third parties because of the inaccuracy and/or falsehood of the information transmitted, accepting as of now the obligation to indemnify and hold harmless the Provider from any possible claim, action and/or request for compensation or damages which may be advanced by anyone against it.

5.9. It shall be the duty of the Customer to send the Provider an "end of service" notice and, only on receipt of such notice, shall the Provider cease to provide the Service requested by the Customer.

6.1. The Provider is under no obligation to update and further develop the Program. Should it do so, the Service Provider shall inform the Customer, by means of electronic notices, of both updates and revisions issued in respect of the Program. All clauses of this Contract shall apply to the thus updated or revised Program.

6.2. Throughout the duration of the Contract, the Provider shall provide the Customer with technical assistance to solve problems in accessing and using the Service, and in operating and using the Program. Requests for support and information may be made electronically to the contact details given in the Order Form.

6.3. Support services are supplied by the Provider or by its agents; in order to enable the provision of the aforementioned support services, the Customer shall be required to supply the access keys to the Provider if requested.

6.4. The support services included in the Contract are only those referred to in Article 6.1. Activities other than the resolution of the aforementioned problems (such as - for example - changes to the Program, development of customised programs, retrieval of the Customer's archives, connection to different programs, interventions at the Customer's premises), as well as any other activity not included in the Service Provision Contract, shall be supplied by the Provider at the rates in force from time to time and which shall only be communicated to the Customer upon request.

6.5. Unless otherwise agreed in writing, the Provider shall not be obliged to provide the Customer with training regarding the Program's updates and revisions.

7.1. The Customer is informed and accepts that the Service may be suspended in order to carry out scheduled technical interventions aimed at maintaining and/or updating the Service, the Program and/or the resources on which it is provided. The Service Provider will be required to notify the Customer by means of a written communication to the email address indicated in the Order Form with five days' notice.

7.2. The Provider reserves the right, at its own discretion, including without prior notice, to suspend the Service if:

a) the Customer defaults on any provision of this Contract, including the annexes;

b) it has reasonable grounds to believe that the Service is being used by unauthorised third parties;

c) cases of force majeure or circumstances should occur, which, in the sole opinion of the Service Provider, require urgent action to be taken, in particular to solve security problems and to prevent or avoid danger to the entire network or to persons or property;

d) the Customer is involved, for whatever reason, in a judicial or extrajudicial dispute of a civil, criminal or administrative nature, including with third parties, in particular when the dispute concerns the Service or the Program;

e) the suspension is requested by the Judicial Authority.

7.3. The Provider will restore the functionalities of the Service after the resolution of the causes that led to the suspension.

7.4. In the event of suspension of the Service attributable to the Customer, the period of suspension shall not be reimbursed or recovered in any way and the Provider shall be entitled to compensation for all damages, direct and indirect, suffered as a result of the Customer's conduct.

8.1. The Provider ensures that the Service shall be provided and that the Program shall operate in accordance with the foregoing.

8.2. The Provider guarantees the suitability of the Service and the Program provided only in relation to the information provided by the Customer and to the specific requirements of said Customer, who declares, by signing the Contract, that it has previously examined the functionalities of the Service and of the Program and that these meet its requirements.

8.3. Without prejudice to point 7, the Provider does not guarantee that the provision of the Service and the operation of the Program shall be uninterrupted or error-free or in all the possible combinations of use, nor that all errors or defects can be remedied, but only that it shall do everything possible to remedy these, acknowledging as much as possible the unused period of use to the Customer.

8.4. In any event, the Provider shall not be liable for failure or partial use of the Service and operation of the Program caused (in whole or in part) by Customer omissions.

9.1. In return for the provision of the Service, the Customer shall pay to the Provider the amount specified in the Order Form, in accordance with the procedures specified therein.

9.2. Delayed payment of the fee referred to in Article 9.1 shall entail the Customer's obligation to pay default interest at the rate laid down in L. Decree no. 231/2002.

9.3. The Customer may not suspend payment for any reason whatsoever, not even in the event of disputes about the provision of the Service or the operation of the Program.

9.4. Failure to pay the amount due within 15 (fifteen) days from the due date shall entitle the Service Provider to suspend the Service. The Provider shall send the Customer a notice of default, reserving the right to quantify the damages and without prejudice to its right to demand fulfilment or to terminate this contract.

10.1. Unless otherwise agreed in writing in the Order Form, this Contract shall last for 1 (one) year from the date of sending the access keys, with automatic renewal for the same duration on expiry.

10.2. Each Party has the right to withdraw at any time and even without reason; this can be exercised by sending a written communication to the other Party with 30 (thirty) days’ notice.

10.3. In the event of non-fulfilment by one of the two Parties (irregularities and/or non-fulfilment of the signed contract), it will be the responsibility of the non-defaulting Party to send a written communication ordering the regularisation or fulfilment.

After 10 (ten) unsuccessful days from receipt of the aforementioned communication, the Contract will be considered terminated between the Parties with immediate effect and without prejudice to the right to compensation for damages.

11.1. The Customer is required to use the Service in compliance with the intellectual and/or industrial property rights of the Service Provider. The software, as any other copyright or other intellectual property right, is the exclusive property of the Provider and/or of its assignors, therefore the Customer does not acquire any right or title in this regard and is required to use them only during the period of contractual validity. In the case of licences provided by third party providers through CFD FEA SERVICE SRL UNIPERSONALE, the Customer, for itself and/or for the third parties it has allowed to use the Service, undertakes to accept and comply with the terms of the aforementioned licences.

11.2. This Contract does not transfer any property rights relating to the Program to the Customer and the Provider is (and remains) the sole owner of the property rights, including intellectual property rights, of the Program, as well as of moral rights and rights of economic use.

11.3. The Customer may not reproduce, translate, adapt, transform, modify the Program or any part thereof, nor may it cause or allow its de-compilation or de-assembly, nor may it appoint third parties to perform such activities, just as it may not make any backup or archive copy of the Program.

11.4. Should the Service Provider become aware of any improper use of the Program or breach of the prohibitions set out in this Article, it may terminate this Contract, without the need for a formal notice, by sending a written notice to the Customer with the right to permanently retain the fees received, as partial compensation for the damages suffered, as well as to claim any further damages suffered.

12.1. The Customer, having acknowledged that the Provider has equipped itself with means and/or tools deemed suitable to protect the information (physical, logical, IT and organisational) in the most effective way, undertakes, hereby, not to disclose or make in any way available to third parties any confidential information known or managed in relation to the execution and/or application of the Contract without the Provider’s specific written consent.

12.2. The Supplier undertakes and guarantees that all data, text and information entered and provided by the Customer into the Program will not be used, disclosed, or processed other than as stipulated in this agreement.

13.1. This contract is governed by Italian law.

13.2. Any dispute between the Parties concerning the interpretation, validity, execution and termination of this Contract shall fall under the exclusive jurisdiction of the Court of Verona.

14.1. This Contract cancels and totally replaces any previous agreement, written or verbal, which may have occurred between the Parties concerning the Service and constitutes the final and integral agreement concluded between the parties on this subject. Any modification of this Contract must result from an act signed by both Parties and will constitute an addendum to this Contract.

14.2. In no case will any breaches and/or conduct of the Customer differing from the Contract be considered exceptions to the same or their tacit acceptance, even if not contested by the Provider. Any inaction of CFD FEA SERVICE SRL UNIPERSONALE in exercising or enforcing any right or clause of the Contract does not constitute a waiver of such rights or clauses.

14.3. Should one or more clauses of this Contract be void, this shall not invalidate the Contract as a whole, unless the void parts are essential.

14.4. For anything not expressly provided for in the Contract, the Parties expressly refer, to the extent this is possible, to the laws in force.

14.5. The relationships between CFD FEA SERVICE SRL UNIPERSONALE and the Customer established in the Contract cannot be understood as a relationship based on a mandate, partnership, representation, collaboration or association or other similar or equivalent contractual form.

14.6. The Customer undertakes not to transfer the contract to third parties without the Provider’s prior written authorisation.

15.1. The processing of personal data transmitted by the Customer to the Provider for the purposes of executing this Contract and of subsequently providing the Service, will take place in accordance with L. Decree no. 196/2003 and EU Regulation no. 2016/679, with the privacy information note available at the website https://cloudhpc.cloud.

vCPU. A vCPU is defined as any physical or logical CPU in the hardware used. If the hardware is multi-threaded, vCPU thus refers to each individual thread (or logical CPU) present.

vCPU/Hour. Basic unit for quantifying the consumption of the HPC cloud service. The use of 1 vCPU/Hour consists of using a machine equipped with 1 vCPU for 1 hour. The count of vCPUs/Hours used is therefore proportional not only to the time of using the machine, but also to the vCPUs assigned to the machine by the user.

RAM. Random Access Memory that is allocated to the machine. In addition to running the identified software, this memory must allow running the operating system and all the sub-applications necessary for the machine's operation. The user has the possibility of defining the RAM to be allocated for each single simulation, thus obtaining a different cost of the vCPU/Hour used.

REGULAR [REG]. Type of machine 100% reserved for the user's calculation.

SPOT [SPOT]. Type of discounted machine which may be subject, at any time and at least once every 24 hours of use, to restart processes. In the event of a restart, the cloud HPC service automatically continues the simulation from the last save that was made and set by the Customer during use. It is therefore the Customer's responsibility to exploit this type of request by managing an appropriate frequency of saving results.

*These costs are net of VAT and other taxes

At the end of each month, the Customer shall be notified to the shared/registered email address of the consumption made in the previous month. If no objection is received within 3 (three) days, an invoice shall be issued in accordance with the payment methods set out below.