SMC BMC Alliance General Terms and Conditions

General Terms and Conditions of the SMC BMC Alliance

The present General Terms and Conditions (“T&C”) govern your  purchase, access and use of the products as defined hereunder that can be downloaded from our website https://smcbmc-europe.org/ (“Product” and "Products"). The Products are owned by the European Alliance for SMC BMC (“SMC BMC Alliance”), a sector group of EuCIA European Composites Industry Association (https://eucia.eu/), an international association incorporated under the laws of Belgium, located at Bluepoint Building, 80 Boulevard August Reyers, 1030 Brussels (BELGIUM) and registered under the number 0511.958.278 with VAT-number BE511.958.278.

“We”, “our”, "SMC BMC Alliance" and “EuCIA” herein mean the EuCIA entity referenced above; “you” and “your” herein mean the person visiting SMC BMC Alliance’s website and completing the purchase process of the Products on such website.

These T&C, as updated by SMC BMC Alliance from time to time, apply in a B2B relationship, constitute the complete agreement between SMC BMC Alliance and you ("Agreement") and supersede any prior discussions or representations regarding your purchase of the Products. Other terms and conditions are explicitly excluded. By clicking on “Agree to SMC BMC Alliance’s General Terms and Conditions” in the process of purchasing the Products, you confirm that you have read, understood, accepted and agreed to these T&C.

1.Product

1. Description - The Products, including all related documentation and instruction regarding the proper use of the Products, consist of technical test data resulting from Moldex 3D simulations owned by SMC BMC Alliance. The information for each formulation is delivered in the format of a PDF file (with testing background and results) and a design software input file (.mrt file designation).
2. Our IP - Together with our licensors, we retain all ownership of and all rights in the Products (including any underlying software, data models, databases or data sets), any pre-existing codes, content, methodologies, templates, tools or other materials used in performing services, and any configurations, modifications or derivatives thereto (collectively "Our IP"). Our IP constitutes our valuable intellectual property, confidential information and trade secrets, and you may only use it as expressly permitted in the Agreement. You must promptly notify SMC BMC Alliance if you become aware of any unauthorised use of our IP. 
3. Compliance - SMC BMC Alliance and you shall act at all times in accordance with the laws, rules, regulations, export controls and economic sanctions as they apply to such party in connection with its obligations under the Agreement ("Applicable Laws").   
4. Passwords - Your access to the Products may require authentication (e.g. a password). Sharing passwords or facilitating access to unauthorised users is strictly prohibited. Each person shall maintain industry standard computing environments to ensure that Our IP is secure and inaccessible to unauthorised persons.  
5. Feedback and knowledge - Where you provide any comments, recommendation, suggestion or ideas, or any other feedback related to Our IP ("Feedback"), we may use and exploit such Feedback without restriction or obligation to you, and you will not obtain any rights in Our IP.
6. Third party providers - The Products may include data, software and services from third parties. Some third party providers require SMC BMC Alliance to pass additional terms through to you, and you must comply with these additional terms as applicable. Third party providers might change their terms occasionally from time to time, and new third party providers might be added from time to time.

2.Your obligations

1. Limited license - Subject to your reading, understanding, accepting and agreeing to these T&C and upon timely payment of the fee(s) for the Products, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, fully revocable and worldwide license (“Limited License”) to use the Products in accordance with the applicable license set out hereunder solely for the internal business purposes. You may print and/or download copies of the Products for your internal use only, provided all copyright and proprietary rights notices are retained. You must not reverse-engineer or redistribute.
2. General obligations - You must ensure that (i) we have your up-to-date contact and billing information for the purpose of the purchase of the Products and related to these T&C; (ii) you provide detailed, accurate and sufficiently complete information, specifications and instructions in a timely manner; (iii) you maintain the minimum technical requirements to access and use the Products, as applicable.
3. Third-party technology - You may only access our data, third-party software, systems, platforms or products (“Third Party Technology”) as permitted by the Agreement. You are responsible for procuring, maintaining and complying with any necessary license for the Third Party Technology (which is independent of the Agreement and your Limited License to the Products). 
4. Unauthorised technology - Unless expressly permitted elsewhere in the Agreement for the relevant Product, you must not (i) introduce any malicious software into the network of SMC BMC Alliance; (ii) download or scrape data from the Products; (iii) perform any text or data mining or indexing of the Products or any underlying data; (v) use the Products or underlying data in conjunction with any third-party technology or any artificial intelligence, algorithms or models; or (iv) use the Products or underlying data to develop or train any artificial intelligence, algorithms or models. 
5. Limitations - Unless expressly permitted elsewhere in the Agreement, you may use the Products for your internal use only and may not (i) sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble, transform, reverse engineer, benchmark, frame, mirror, translate or transfer the Products in whole or in part, or as a component of any other product, service or material; (ii) use the Products to create any derivative works or any products (including tools, algorithms or models) that compete with or provide a substitute for a product offered by SMC BMC Alliance; or (iii) allow any third parties or unauthorised users to access, use or benefit from Our IP in any way whatsoever. In each case, exercising legal rights that cannot be limited by agreement is not precluded. 
6. Your Responsibilities - You are responsible for any violation of Applicable Laws or regulation, or violation of our rights (including unauthorised use) related to (i) your content or your instructions to us; (ii) your combination or modification of Our IP, or use with any other materials; (iii) your failure to install updates we have provided to you; or (iv) your breach of the Agreement. You are also responsible for any Claims brought by third parties receiving the benefit of the Products through you. If you use the Products in breach of this section, you must delete or destroy any infringing material upon our request. You must reimburse SMC BMC Alliance if we incur costs or suffer losses in the circumstances set out in this section.
7. Export Control Compliance – You acknowledge and understand your unlimited compliance obligations that the Products supplied hereunder may be subject to export control laws and regulations, including but not limited to those of the European Union, United Kingdom, Switzerland, and the United States regarding their intended end-use. You agree to comply fully with all applicable export laws and regulations and shall not sell, supply, transfer, export, or re-export directly or indirectly the Products to any natural or legal person, entity, or body in any destination prohibited by applicable law and in any sanctioned countries as determined by the European Union, United Kingdom, Switzerland, or the United States.
8. You acknowledge and understand your unlimited compliance obligations that the Products (and any replica thereof), in their entirety or in part, (i) shall not be used in any way in connection with weapons of mass destruction (chemical, biological or nuclear weapons), violation of human rights in the sense of Art. 4 Reg. (EU) 2021/821, (ii) shall not be used, sold, or otherwise disposed of for the unlawful manufacturing of drugs, (iii) shall only be used for, sold to, or delivered to a third person/company on condition that it accepts the commitments of your end-use statement as binding for itself and on condition that it is known to be trustworthy and reliable in the observance of such commitments. We may monitor compliance with said obligations (Article 4 (e) below).
9. Upon justified requests, i.e., inquiries from authorities or the press, or concerns about compliance with the T&C, you shall provide information about all related transactions of the Products and regarding Your buyers related therewith. Commercial terms of sale are excluded from disclosure. You agree to provide accurate and up‑to‑date organizational information upon registration or upon request, including legal entity name, country of establishment, and applicable business identification or VAT number. This basic verification (“KYC‑Lite”) is required to confirm eligibility, ensure compliance with export‑control and sanctions regulations, and maintain the integrity of the licensing framework.
10. You shall indemnify us against all costs, in particular costs of reasonable legal advice, legal proceedings, reputation damage and media consulting, which arise, directly or indirectly, from any non-compliance with export control and end-use restrictions. You shall promptly notify us of any suspected violations or diversion risks.

3.Fees, payment and taxes

Payment of the fees to access the Products must be confirmed before downloading the digital files comprising the Products. Payment must be made in Euro.  Our fees are exclusive of tax and shall be paid by you free and clear of all deductions or any withholdings.  An invoice shall be automatically generated and sent to you via email once the payment or the Products has been confirmed. 

4.Privacy

1. Submitting an enquiry to purchase the Products via SMC BMC Alliance’s website is voluntary. However, if you choose to submit such enquiry, we gather and process personal data (such as your first name, surname, email address and other data that you voluntarily share with us) carefully and exclusively for the purposes described herein and only to the extent necessary for the purpose of providing the Products in relation to your enquiry (e.g. in order to have the requested Products sent to you) and within the framework of applicable legal provisions. We store your personal data exclusively to the extent and for the duration necessary to provide such services in relation to your enquiry, or as required by law. Your data is treated confidential and, in close cooperation with our hosting providers, we make every effort to ensure that databases are protected from unauthorised access, alteration, loss, misuse and falsification.
2. In some circumstances we work together with external technical service providers who are authorised to carry out services on our behalf and in accordance with our instructions. These companies may be given access to your personal data but solely to the extent this is required for your use of our website, including the performance of services such as the processing of your enquiry to purchase Products via SMC BMC Alliance’s website. Thus, we may engage service providers to host our website, store your data or analyse the data recorded. These service providers are not permitted to share your personal data with unauthorised third parties or use it for purposes other than as directed. Some of these service providers may be based in countries outside of the EU/EEA which do not guarantee the same level of data privacy as in your home country. However, we have entered into corresponding agreements with these service providers in order to ensure that all necessary measures are taken for the protection of your personal data, in line with the applicable requirements. For further questions relating to our service providers please contact us. Unless indicated otherwise as above, your personal data is neither transferred nor sold or otherwise transmitted to third parties in any form without your prior consent, unless we are legally obliged to do so.
3. Your data is stored on servers in the EU. Furthermore, providers of cloud services based outside of Switzerland, the EU/EEA and the UK, including in the USA, may be engaged to provide hosting services and process your data for storage, communications and marketing purposes. Given that the laws in the aforementioned countries may in certain circumstances not envisage the same level of data protection as is regarded as reasonable in Switzerland, the EU/EEA or the UK, we have taken the necessary steps to ensure your personal data is properly handled and protected and to make sure that this is processed solely on our account and in line with our instructions. Your personal data is treated confidentiality and we have implemented appropriate technical and organisational security measures in order to protect your personal data against any unauthorised sharing, unauthorised access, alteration, misuse and against accidental or unlawful destruction or loss.
4. According to the provisions of the current data protection legislation, you are entitled to request information on the collection and processing of your data and can seek its amendment, blocking or deletion. Furthermore, you may be entitled to restrict or refuse the further processing of your data on legitimate grounds or based on the right to data portability. At any time, you can revoke all consents given with future effect. In case of any concerns related to your personal data or if you have any questions about the recording or processing of your personal data, about our website or these T&Cs, please contact the SMC BMC Alliance at Bluepoint Building, 80 Boulevard August Reyers, 1030 Brussels (BELGIUM) or via email info@smcbmc-europeorg.
5. To ensure compliance with applicable export control, sanctions, and licensing requirements (as per Article 2 of these T & C), We may use geolocation information derived from Your IP address and may implement technical measures to detect the use of VPNs, proxies, or similar tools that could obscure the user’s actual location. These measures are strictly limited to what is necessary to verify geographic eligibility and prevent access from restricted jurisdictions. Where such measures indicate that a user’s location cannot be reliably established, We may restrict or suspend access to the Licensed Materials. All processing of personal data for these purposes is made in full compliance with GDPR and any other applicable data protection legislation.

5.Confidentiality

Each of us will (i) use industry standard administrative, physical and technical safeguards to protect the other’s confidential information; (ii) only use the confidential information of the other for purposes related to the performance of the Agreement (including our provision of the Products); and (iii) not disclose such confidential information to anyone else except to the extent required by Applicable Laws or as necessary to perform, manage or enforce the Agreement (including where we need to share it with our subcontractors). If either of us is required to disclose the confidential information of the other by statute or court order, that party shall notify the other so that an appropriate protective order or other remedy can be obtained, unless the court or government agency prohibits prior notification. Confidential information of each party includes any information marked as confidential, or which a reasonable person would consider as being confidential, including information relating to SMC BMC Alliance IP or pricing, but shall not include information that is or becomes public or known on a non-confidential basis other than through breach of any duty or obligation of confidentiality.

6.Audit

1. Audit right - Without limiting SMC BMC Alliance’s right to monitor usage of the Products, we or our professional representatives may audit your compliance with the Agreement on at least ten (10) business days’ notice and during normal business hours, provided that we will not audit more than once within twelve (12) months, unless we reasonably believe you are in breach, or we are required to do so by a third party provider. 
2. Costs - If an audit reveals that you have breached the Agreement, you shall pay (i) any underpaid charges; and (ii) the reasonable costs and expenses of undertaking such audit.

7.Warranties and disclaimers

1. Limited warranty - We warrant that we provide the Products using commercially reasonable skill and care. To the fullest extent permitted, this warranty is the exclusive warranty from SMC BMC Alliance, and we disclaim all other warranties, representations and undertakings, express or implied, including of performance, merchantability, fitness for a particular purpose, accuracy, completeness and correctness. 
2. No advice - We are not providing any legal, scientific or technical advice of any kind by allowing you to access and use the Products. You are exclusively and fully responsible for your interpretation of the Products. If you are not qualified to do so or if you desire further support, we encourage you to engage professionals to help you interpret the Products. By your reading, understanding, accepting and agreeing to these T&C, you acknowledge that we are not responsible for any action or damages resulting from any decisions you (or any other party accessing the Products through you) make in reliance on the Products. We are not a service firm or professional advisory and no professional relationship whatsoever is created.
3. Third party materials - We do not accept any responsibility for, and will not be liable for claims arising from, third party technology or any third party materials accessible via possible links in the Products. 

8.Liability

1. Unlimited liabilities - We do not exclude or limit any liability for (i) fraud; (ii) death or personal injury caused by negligence; (iii) claims for payment or reimbursement or indemnification; or (iv) any other liability, including gross negligence, where not permitted to do so under the Applicable Laws and nothing in the Agreement shall be interpreted to do so. 
2. Excluded losses - We shall not be liable for (i) lost profits, lost business, lost revenue, anticipated savings, lost data, or lost goodwill; or (ii) any special, incidental or exemplary damages, indirect or consequential losses, or anticipated savings.
3. Limitation - The aggregate liability of of us (and of any of SMC BMC Alliance ‘s third party providers) for all claims arising out of or in connection with the Agreement, including for breach of statutory duty, in tort or in negligence (collectively “Claim” or ”Claims”), will not exceed the amount of any actual direct damages up to the amounts payable of the fees paid to download the Products that are the subject of the Claim. 
4. Claims - You may not assign or transfer Claims and you must bring Claims within twelve (12) months of arising. 
5. No liability - We will not be responsible for failures, errors or delays that occur because of (i) your or a third party’s technology or network; (ii) your actions or inaction (other than proper use of the Products), such as failing to follow the usage instructions or adhering to the minimum recommended technical requirements; (iii) changes you make to the Products; (iv) your failure to implement and maintain proper and adequate virus or malware protection and proper and adequate backup and recovery systems; or (v) other causes not attributable to us.
6. Third party intellectual property - If a third party sues you claiming that the Products as provided by EuCIA infringe their intellectual property rights then, provided your use of such Products has been in accordance with the terms of the Agreement, we will defend you against the Claim and pay damages that a court finally awards against you or that are included in a settlement approved by us, provided that you (i) promptly and not later than within one (1) week notify SMC BMC Alliance in writing of the Claim; (ii) supply timely information we reasonably request; and (iii) allow SMC BMC Alliance to control the defense and settlement. We have no liability for Claims to the extent caused by items not provided by us.  In relation to liability arising solely from one of our third party providers' data, software or other materials, our liability will be limited to the amount we recover from that third party supplier divided by the number of Claims by our customers, including you. 
7. Mitigation - We shall take reasonable steps to limit and mitigate any losses, liability, Claims or other costs that may incur under the Agreement and which may be needed to recover from the other, including under any reimbursement or indemnity. Further, in the event a Product infringes or may infringe a third party’s intellectual property rights, we may, at our expense and option (a) replace or modify the Product to make it non-infringing, while maintaining equivalent functionality; (b) procure the right for you to continue using the Product pursuant to this Agreement; or (c) terminate the Product and provide you a refund of the fees on a pro-rata basis.

9.Term, Termination

1. Term - The purchase of the Limited License and use of the Products is granted for an indefinite period of time.
2. Termination - Either of us may terminate the Agreement immediately upon written notice if the other party commits a material breach and (if capable of remedy) fails to cure the material breach within thirty (30) days of being notified to do so. We may terminate the Agreement in case of your insolvency or any other similar situation.
3. Effect of termination - Except to the extent we have agreed otherwise, upon termination, your Limited License and usage right granted end immediately, and you must permanently uninstall, expunge, delete or destroy the Products in your computers and servers and if requested by SMC BMC Alliance, confirm this in writing. Termination of the Limited License will not (i) relieve you of your obligation to pay SMC BMC Alliance any amounts (fees) you owe up to and including the date of termination; (ii) affect other accrued rights and obligations; or (iii) terminate those parts of the Agreement that by their nature survive the termination and should continue.

10.Miscellaneous

1. Assignment - You may not act or cause to act in such way the Products and usage rights thereupon be assigned or transferred to anyone else without our explicit prior written consent. We will provide you with written notice if we assign or transfer this Agreement, in whole or in part, as part of our business reorganisation, which we may do provided the Products will not be adversely affected. 
2. Amendment - We may amend these T&Cs from time to time, with such changes being immediately effective upon renewal.  
3. Enforceability – These T&Cs will always be deemed modified to the minimum extent necessary for them to be enforceable, unless modification fundamentally changes this Agreement. 
4. Headings and summaries - Headings and summaries shall not affect the interpretation of these T&Cs.  
5. Waiver - We do not waive our rights or remedies by delay or inaction.
6. Governing law and jurisdiction - Any rights and obligations arising out of or in connection with these T&C, the Agreement, and/or the Products (including formation) shall be exclusively governed, construed, interpreted, and enforced according to the laws of Belgium and exclusive jurisdiction of the courts of Brussels, excluding principles of conflict of laws. It is agreed that the T&C shall always prevail over dispositive, non-mandatory statutory law.