RhinoCFD PC LICENCE AGREEMENT

Agreement Number: 	phoenics-2016/RhinoCFD/PLA/1

This Agreement is between:   Concentration Heat and Momentum Limited, 
Bakery House, 40 High Street, Wimbledon Village, London, SW19 5AU, England, 
(hereinafter referred to as CHAM) and yourself (hereinafter known as 
the CUSTOMER).

DO NOT INSTALL THE SOFTWARE until you have read this Licence Agreement.  
If you do not find the items of the Licence Agreement acceptable, then return 
the entire package UNOPENED to CHAM within 10 working days of purchase to 
qualify for a refund or credit for the purchase price. 

IF YOU INSTALL THE SOFTWARE you accept the terms of this Licence Agreement 
and forfeit the right to refund or credit of the purchase price as 
mentioned above. 

1.  GENERAL TERMS AND CONDITIONS OF PHOENICS LICENCE AGREEMENT 
1.1 NATURE OF LICENCE
CHAM hereby grants to the CUSTOMER the non-exclusive and non-transferable right to 
use the SOFTWARE under the terms and conditions of this Agreement.  It is mutually 
agreed that nothing contained within this Agreement shall be deemed to convey any title, 
ownership or interest in the SOFTWARE to the CUSTOMER either expressly or by 
implication, estoppel, customs and practices or otherwise.

1.2 The CUSTOMER does not have the right to allow Third Parties to have access to the 
SOFTWARE or parts thereof without the written consent of CHAM.  The CUSTOMER 
shall not make copies of the SOFTWARE, or allow copies to be made by others, 
except for the purpose of securing the SOFTWARE against loss.


2.  OWNERSHIP OF THE SOFTWARE
2.1 The PHOENICS computer-code system, comprising the component codes 
SATELLITE, EARTH and PHOTON, is software developed and owned by CHAM.  
CHAM warrants that it has the right to grant licences in the use of the SOFTWARE 
in accordance with the terms of this Agreement.

2.2 CHAM asserts that it is the owner of the SOFTWARE and all patent copyright and 
other industrial property in the SOFTWARE and any associated documentation 
(including any information of a secret or confidential nature) and that CHAM is the 
registered Proprietor of the Trade Mark "CHAM" at the Trade Marks Registry in London.  
CHAM has applied for registration of the Trade Mark "PHOENICS".  The CUSTOMER 
agrees that it will at all times hereafter recognise CHAM as the owner of the 
Trade Name "PHOENICS", and that it will not challenge CHAM's ownership of the 
SOFTWARE.


3.  PAYMENT
3.1 Licence fees will be invoiced on delivery. 

3.2 In addition to the quoted fees the CUSTOMER shall be charged at current rates 
and at current conditions for travelling, accommodation and living expenses incurred 
at the CUSTOMER's request in provision of specified services.

3.3 Payments shall be considered duly made only if effected either directly to CHAM
or to an address specified by CHAM.  All payments shall be due without deduction 
within thirty (30) days after receipt of the invoice.  If the CUSTOMER fails to effect 
payment within the specified period, CHAM is entitled to withdraw from the Agreement.

3.4 The terms and conditions in this agreement take precedence over any terms and 
conditions contained in the purchaser's official purchase order.

3.5 All fees are exclusive of and maybe subject to Value Added Tax, which will be 
charged at current rates. 


4.  TERMINATION
4.1 CHAM shall be entitled to cancel the Agreement immediately without prior 
written notice if the CUSTOMER is guilty of an infringement of the Agreement.  
In any such contingency, CHAM reserves the right to claim damages.  Notice of 
termination of the Agreement shall be given by registered letter.

4.2 Upon termination of the Agreement the CUSTOMER is under obligation to refrain 
from further use of the SOFTWARE, to delete the SOFTWARE including all copies 
thereof and to return to CHAM all material, documentation, data media and all other 
documents supplied by CHAM under the CONTRACT including all copies thereof.  
The CUSTOMER shall notify CHAM in writing of the deletion of the SOFTWARE.

4.3 In the event of any proceeding, voluntary or involuntary, in bankruptcy or 
insolvency by or against the CUSTOMER, or in the event of the appointment, with or 
without the CUSTOMER's consent, of as assignee for the benefit of creditors, or of a
receiver, CHAM may elect to cancel any unfulfilled part of this Agreement and recover 
all supplied material.

5.  CONFIDENTIALITY
5.1 During the term of this Agreement and thereafter the CUSTOMER will not disclose 
to any third party any information the CUSTOMER may acquire respecting the business 
of CHAM or the SOFTWARE except such information as is publicly available or as CHAM 
may have authorised the CUSTOMER in writing to communicate for the purpose of 
performance of this Agreement.

5.2 CHAM will use its best endeavours to maintain confidentiality of any data or 
information concerning the CUSTOMER's business which is made known to it or 
incidentally acquired by it in consequence of the Agreement. CHAM agrees that it has 
no right or interest in data processed, results obtained, or equipment designed by the 
CUSTOMER using the SOFTWARE 

5.3 Either party will have the right to publicise the existence of the Agreement.


6.  LIABILITY
6.1 CHAM affirms that the SOFTWARE has been developed and tested with due care.  
However, the SOFTWARE, like all software products, may show deficiencies during 
use which have escaped detection.  Therefore, the CUSTOMER accepts that all 
descriptions and definitions of the SOFTWARE are not 'guaranteed' characteristics.

6.2 The liability of CHAM in connection with a claim arising out of this Agreement 
or the supply of the SOFTWARE shall at all times be limited to the total fees paid to 
CHAM by the CUSTOMER under this Agreement during the twelve months prior to 
CHAM being notified of the claim.


7.  OTHER TERMS
7.1 If events of Force Majeure either considerably complicate or prevent the 
execution of the Agreement, CHAM is entitled to defer the execution of its obligations 
under the Agreement by the duration of these events plus appropriate recommencement 
period.  Strikes, lockouts and similar circumstances by which CHAM is affected directly 
or indirectly shall be regarded as Force Majeure. 

7.2 This Agreement was made and signed under the Laws of England, which shall 
be applicable to this Agreement.

7.3 If one or several of the provisions of this Agreement should be null and void, 
the remaining provisions shall stand unprejudiced.  Both parties undertake to replace 
any null or void provision by financially equivalent provisions.

7.4 Any alterations and amendments to the Agreement shall be ineffective unless 
in writing and explicitly included with the Agreement. 

7.5 Place of jurisdiction is the registered address of CHAM.




CHAM Ltd, Bakery House, 40 High Street, Wimbledon Village, London SW19 5AU, UK
Tel: +44 (0)20 8947 7651 Fax: +44 (0)20 8879 3497 Email: phoenics@cham.co.uk 
Web: http://www.cham.co.uk