•    Supply conditions

•    Order form

•    Technical specifications

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

1.2. Specifically, the Supplier offers an HPC – High Performance Computing – cloud system dedicated to the world of CAE, Computer Aided Engineering, with which it is possible to leverage the power of a cluster to perform engineering analyses. The system allows the user to select their machine in terms of available CPU and RAM and to use it to solve the issues under study.

1.3. The software made available on the platform offered by the Service Provider includes: Blender, CalculiX, Code_Aster, Code_Saturne, FDS, OpenFOAM, ParaView and many others. The list of software is constantly updated and expanded and is available at https://cloudhpc.cloud/.

1.4. The machines made available by the Service Provider in the HPC cloud have the following characteristics: CPU: from 1 to 224 vCPUs (2nd and 4th Gen AMD EPYC™ Processors 3.3GHz or Intel® Xeon® Emerald Rapids Processors 4.0GHz), 400 GB Hard Disk, RAM: from 1.00 GB per core to 8.00 GB per CPU, Cloud space: unlimited (maximum file permanence 60 days). The list of machines made available by the Supplier is subject to changes and updates. 

1.5. The Service will allow the Customer to use the HPC cloud system according to its specific functions for purposes related to the Customer's professional and work activities, in accordance 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 the 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. Once the Order Form has been received, as per the previous point, the Supplier will activate the “Service Access” account and send the access credentials (username and password) by email (to the email address indicated by the Customer on the Order Form). 

2.3. The Service will be activated by the Supplier only after the Customer has entered the chosen payment method from among those indicated (e.g. credit card) on the Platform.

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

3.2. Once they have accessed the Service, the Customer may, in accordance with the terms and conditions of this contract, use the Programme and record information and data relating to the Programme's functions in the memory areas reserved for them.

3.3. The data recorded and stored by the Customer on the Programme in the memory areas reserved for them will remain available for 60 days, after which they will be automatically deleted without the possibility of recovery. 

4.1. The Supplier undertakes to guarantee uninterrupted functionality 24 hours a day (including holidays) for the entire duration of the contract, except in the case of updates, maintenance activities, force majeure, third-party malfunctions or events not attributable to the Supplier. Maintenance will be guaranteed during office hours, from Monday to Friday.

4.2. The Supplier carries out the daily backup of all data contained in the Programme, ensuring, if necessary, the restoration of the latest available version of the data. Data backup is aimed exclusively at ensuring the continuity of the Service and does not constitute a permanent archiving system. Data deleted pursuant to art. 3.3 will not be recoverable, even from backup.

4.3. The Supplier guarantees that it possesses and uses suitable tools to effectively protect the security of information from a physical, IT and organisational perspective.

4.4. In the event that the service cannot be provided, either properly and/or at all, due to causes attributable to the Service Provider, the Supplier undertakes to reimburse the Customer a sum which in any case may not exceed the amount actually paid by the Customer in the 12 months preceding the event. The Supplier shall not owe anything else to the Customer by way of reimbursement, compensation or otherwise.

4.5. In any case, the Supplier will not be liable in any way for any direct and/or indirect damage claimed by the Customer, such as, for example, loss of earnings, loss of data, reductions in turnover, loss of opportunities.

4.6. The Supplier is not under any obligation to monitor the Customer's use of the Service and the Programme. As such, the Supplier does not monitor the behaviour or actions of the Customer and/or any third parties authorised by the Customer, nor does it control or monitor the information and/or data and/or content entered by them in the Programme.

4.7. Once the Customer has accessed the Service, it is the sole owner, pursuant to Italian Legislative Decree 196/2003 and EU Regulation 2016/679, of the processing of any personal data entered and/or processed through use of the Programme.

4.8. The Supplier assumes no responsibility for design, industrial or economic decisions made by the Customer based on the processing carried out or the results obtained through the Service.

5.1. The Customer is required to access and use the Service and to use the Programme exclusively within the scope of their work activity and, in any case, for lawful and legitimate purposes, with the utmost diligence, in strict compliance with all applicable laws and regulations, as well as with the provisions of this Contract and its annexes, without harming the rights and interests of the Supplier and third parties.

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

5.3. The Customer is forbidden from recording information or data other than that inherent to the Programme's functions.

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

5.5. The Customer undertakes to permit access to the Service and use of the Programme exclusively to their own personnel and/or collaborators who have been informed of and accepted all the obligations arising from this Contract. It is understood that the Customer will be liable to the Supplier for any violation of this contract or any illegitimate or illicit act committed by their personnel or collaborators or other authorised users.

5.6. In any case, the Customer is solely responsible for all operations carried out when using (data entry and dissemination), administering and managing the Service and the Programme. Consequently, the Customer holds the Service Provider harmless for all operations performed when using the Service and the Programme and for any direct or indirect damage to persons or things resulting from such operations. The Customer also undertakes to hold the Supplier harmless for any disputes and claims for compensation or of any other nature made by third parties for such operations, as well as for any disputes related to the distribution and online dissemination of such entered data.

5.7. The Customer is required to inform the Supplier in writing of any unauthorised use of their account and access keys or any other breach of security of the Service, within 24 hours of the event being brought to their attention. In the event of theft and/or loss of the access keys, the Customer must immediately notify the Supplier in writing, so that it can deactivate and replace them.

5.8. The Customer also guarantees, pursuant to art. 46 DPR 445/2000 and subsequent amendments, that the data and information transmitted to the Supplier for the purposes of concluding the Contract is true, correct and such as to allow their identification, and undertakes to communicate any changes to the same, including the e-mail address indicated in the Order Form. If the Customer, at the time of identification, has concealed their true identity, including through the use of false personal documents, or falsely declared themselves to be someone else, or otherwise acted in a way that compromised the identification process, they acknowledge and agree that they will be held criminally liable for the false declarations and/or the use of false documentation. They will also be held exclusively responsible for all damage suffered and to be suffered by the Supplier and/or third parties as a result of the inaccuracy and/or falsity of the information provided. They hereby assume the obligation to hold the Supplier harmless from any claim, action, and/or request for compensation or damages that may be brought against the Supplier by anyone.

5.9. It is the Customer's responsibility to send the Supplier a specific “end of service” notice and, only upon receipt of said notice and in compliance with the notice periods where applicable, will the Supplier cease providing the Service requested by the Customer.

6.1. The Supplier has no obligation to update and further develop the Programme. If it does so, the Service Provider will inform the Customer, by electronic means, of both updates and revisions to the Programme. All provisions of this Contract shall apply to the updated or revised Programme.

6.2. For the entire duration of the Contract, the Supplier will provide the Customer with technical assistance for the resolution of any problems relating to the access and use of the Service, and the functioning and use of the Programme. Requests for assistance and information may be submitted electronically using the contact details provided on the Order Form.

6.3. Assistance services are provided by the Supplier or its representatives; in order to enable the supply of assistance services, the Customer will be required to provide the Supplier with access keys, if requested.

6.4. The assistance services included in the contract are those referred to in point 6.1. Activities other than the resolution of the aforementioned problems (such as - by way of example - modifications to the Programme, development of customised programs, recovery of Customer archives, connection to different programmes, interventions at the Customer's premises), as well as any other activity not included in the Service Supply Contract, will be provided by the Supplier at the rates in force each time, which will only be communicated to the Customer on request.

6.5. Unless otherwise agreed in writing, the Supplier shall not be obliged to provide the Customer with training on updates and revisions to the Programme.

7.1. The Customer is informed and accepts that the Service may be suspended for the performance of scheduled technical work for the maintenance and/or updating of the Service, the Programme and/or the resources on which it is provided. The Service Provider will be required to notify the Customer in writing at the email address indicated in the Order Form with five days' notice.

7.2. The Supplier reserves the right, at its discretion and also without notice, to suspend the Service if:

a) the Customer breaches 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 arise which, at the sole discretion of the Service Provider, require urgent intervention, in particular to resolve security problems and to prevent or avoid endangering the entire network, people or things;

d) the Customer is involved, in any capacity, in a judicial or extrajudicial dispute of a civil, criminal or administrative nature, including with third parties, which concerns the Service or the Programme or which may involve legal risk for the Supplier;

e) the suspension is requested by the Judicial Authority.

Furthermore, the Supplier may suspend the Service if its use poses a reputational risk or damages the Supplier's image or regulatory compliance.

7.3. The Supplier will restore the functionality of the Service after the causes that led to the suspension have been resolved.

8.1. The Supplier guarantees that the Service will be provided and that the Programme will function in accordance with the above.

8.2. The Supplier guarantees the suitability of the Service and the Programme provided within the limits of the information communicated by the Customer and the specific request of the Customer, who declares, by signing the contract, to have examined the functionalities of the Service and the Programme and to have deemed them to be compatible with their needs.

8.3. Without prejudice to point 7, the Supplier does not guarantee that the supply of the Service and the functioning of the Programme will occur without interruptions or errors or in any case in all possible usage combinations, nor does it guarantee that all errors or defects can be remedied but only that it will do everything possible to remedy them, if necessary compensating the Customer for the period of interruption.

8.4. In any case, the Supplier shall not be liable for any inability or partial inability to use the Service or any defect or partial defect in the functioning of the Programme resulting (in whole or in part) from omissions by the Customer.

9.1. The Customer undertakes to use the resources made available by the Supplier in accordance with their regular economic-functional purpose and in good faith, assuming full responsibility for the activities carried out through their account.

9.2. The Supplier reserves the right to intervene if the use of resources, although formally permitted, is:

a) anomalous

b) excessively onerous

c) capable of compromising the efficiency, stability or fair use of the platform.

9.3. In such circumstances, the Supplier may request the Customer to modify their use within a reasonable time or to adopt the necessary technical measures.

a) using, directly or indirectly, the Services for cryptocurrency mining, proof-of-work, proof-of-stake or similar crypto-asset generation activities, unless previously authorised in writing by the Supplier;

b) performing data scraping, bulk crawling, harvesting, large-scale data extraction, or any other automated data extraction activity that involves the anomalous use of resources;

c)  installing, running, hosting or using software without a valid licence, authorisation or right, even if such software is run using containers, virtual machines, isolated environments, or equivalent technologies;

d) using the Services in a way that compromises the stability of the infrastructure, circumvents technical or security limitations, or generates abnormal loads or loads that do not conform to the normal purpose of the Service.

10.2. The Supplier reserves the right to carry out technical, automated and manual checks at any time to ensure the security and integrity of the systems, prevent abuse or illicit use, and verify compliance with these Terms. Such checks may include, but are not limited to, analysis of workloads, running processes, and technical resource use indicators. The checks will be carried out in compliance with applicable legislation on the protection of personal data.

10.3. In particularly serious cases, including but not limited to:

the Supplier may proceed, as a last resort and where strictly necessary, to isolate the Customer's data and resources. Where technically possible and consistent with security requirements or legal obligations, the Supplier will seek to:

10.4. The Customer acknowledges that such measures may result in data loss, and waives, to the extent permitted by law, any claims for compensation for interventions carried out in good faith for security or regulatory compliance purposes.

12.2. The Customer undertakes to indemnify and hold the Supplier harmless from any claim, damage, cost, penalty or expense (including legal fees) arising, even indirectly, from:

13.1. In exchange for the provision of the Service, the Customer is required to pay the Supplier the fee set out in the Order Form, according to the methods indicated therein.

13.2. In the event of the late payment of the fee referred to in art. 13.1, the Customer will be obliged to pay default interest at the rate set by Italian Legislative Decree no. 231/2002.

13.3. The Customer may not suspend payment of the fee for any reason, even in the event of disputes regarding the provision of the Service or the functioning of the Programme.

13.4. The Service Provider will reserve the right to suspend the Service if the fee is not paid within 15 (fifteen) days of the due date. The Supplier will send the Customer a formal notice, reserving the right to quantify the damages and without prejudice to its right to demand fulfilment or to terminate this contract.

14.1. Unless otherwise agreed in writing in the Order Form, this Contract has a term of 1 (one) year from the date the access keys are sent, and is automatically renewed for the same duration upon expiration.

14.2. Each Party is granted the right of withdrawal, at any time and even without cause, to be exercised by sending written notice to the other Party with 30 (thirty) days' notice.

14.3. In the event of non-compliance by one of the two Parties (irregularities and/or failure to comply with the signed contract), the non-defaulting Party will be responsible for sending written notice demanding regularisation or compliance.

If 10 (ten) days elapse without any response to the aforementioned communication, the Contract between the Parties shall be terminated with immediate effect and without prejudice to the right to compensation for damages.

15.1. The Customer is required to use the Service in compliance with the intellectual and/or industrial property rights of the Service Provider. The software, like any other copyright or intellectual property right, is the exclusive property of the Supplier and/or its licensors. As such, the Customer does not acquire any rights to it and is required to use it only during the term of the contract. In the case of licenses provided by third-party suppliers through CFD FEA SERVICE SRL, the Customer, on behalf of themselves and/or third parties whom they have permitted to use the Service, undertakes to accept and comply with the terms of the aforementioned licenses.

15.2. This Contract does not imply the transfer of any ownership rights over the Programme to the Customer, and the Supplier is (and remains) the sole owner of the property rights, including the intellectual property rights, to the Programme, as well as the moral rights and exploitation rights.

15.3. The Customer may not reproduce, translate, adapt, transform or modify the Programme or any part thereof, nor may they cause or permit its decompilation or disassembly, nor may they commission third parties to perform such activities, nor may they make back-up or archive copies of the Programme.

15.4. Should the Service Provider be made aware of any improper use of the Programme or violation of the prohibitions set forth in this article, it may terminate this contract, without any need for formal notice, by sending written communication to the Customer, reserving the right to permanently retain the fee received as partial compensation for the damage suffered, as well as to request compensation for any additional damage suffered.

16.1. The Customer, acknowledging that the Supplier has equipped itself with appropriate means and/or tools for guaranteeing optimal information security (physical, logical, IT and organisational), undertakes, with retroactive effect, not to disclose or make available in any way to third parties any confidential information that may be known or managed in relation to the execution and/or application of the Contract without the specific written consent of the Supplier.

16.2. The Supplier undertakes and guarantees that all data, texts and information entered and provided by the Customer in the Programme will not be used, disclosed or processed outside of what is established in this contract.

17.2 The platform, the infrastructure, the system architecture, as well as the technical logs and monitoring data generated for security and management purposes related to the Service remain the exclusive property of the Supplier.

17.3 The Supplier assumes no responsibility for the accuracy, reliability or suitability of the results acquired through the Service, which depend exclusively on the parameters, data and configurations set by the Customer.

17.4 The Service does not constitute a permanent data storage system; the storage and any deletion of data will take place as provided for in this Contract.

18.1. This Contract is governed by Italian law.

18.2. Any dispute between the Parties regarding the interpretation, validity, execution and termination of this Contract shall come under the exclusive jurisdiction of the Court of Verona.

19.1. This Contract cancels and replaces any previous written or verbal agreement that may have existed between the Parties regarding the Service and constitutes the final and complete manifestation of the agreements reached between the parties on said subject matter.

19.2. Under no circumstances may any breaches and/or non-compliant conduct by the Customer with regard to the Contract be considered as exceptions to the same or as tacitly accepted, even if not contested by the Supplier. Any failure by CFD FEA SERVICE SRL to exercise or enforce any right or provision of the Contract shall not constitute a waiver of such right or provision.

19.3. The invalidity of one or more clauses of this Contract shall not entail the invalidity of the Contract as a whole, unless the invalid parts are of an essential nature.

19.4. For anything not expressly provided for in the Contract, the Parties expressly refer, to the extent possible, to the applicable laws.

19.5. The relationships between CFD FEA SERVICE SRL and the Customer established in the Contract cannot be understood as mandate, company, representation, collaboration or association relationships, or other similar or equivalent contractual forms.

19.6. The Customer undertakes not to assign the contract to third parties without prior written authorisation from the Supplier.

20.1. The processing of personal data communicated by the Customer to the Supplier for the purposes of the execution of this Contract and the subsequent provision of the Service will take place in compliance with Italian Legislative Decree 196/2003, EU Regulation 2016/679 and the privacy policy available at 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.