1. Scope of Services: X Simulation ("Reseller") acts solely as an intermediary to facilitate the purchase of software ("Software") between the software provider ("Vendor") and the end customer ("Customer"). X Simulation’s role is limited to arranging for the delivery of the Software to the Customer and does not warrant or support the Software in any capacity.
2. Software License and Terms: The Software is subject to the Vendor’s end-user license agreement ("EULA") or other applicable terms set forth by the Vendor. By purchasing and using the Software, the Customer agrees to abide by the Vendor’s terms and conditions. X Simulation does not grant any licenses and is not responsible for the terms of use or performance of the Software.
3. Order and Delivery: 3.1 Orders placed through X Simulation are subject to acceptance by the Vendor. X Simulation does not guarantee availability or delivery timelines. 3.2 Upon acceptance of an order, X Simulation will arrange for the Vendor to deliver the Software directly to the Customer, electronically or otherwise as specified by the Vendor.
4. Payment Terms: 4.1 All pricing and payment terms will be outlined in the purchase order or invoice provided by X Simulation. 4.2 Payments are due in full within the specified payment period. Late payments may result in delays or cancellation of the Software delivery.
5. No Warranties by X Simulation: X Simulation provides no warranties, express or implied, regarding the Software. Any warranties provided are solely those of the Vendor, and the Customer agrees to resolve any Software-related issues directly with the Vendor.
6. Limitation of Liability: To the fullest extent permitted by law, X Simulation shall not be liable for any indirect, incidental, or consequential damages arising out of or related to the purchase or use of the Software. X Simulation’s total liability under these terms is limited to the amount paid by the Customer for the Software.
7. Indemnification: The Customer agrees to indemnify and hold harmless X Simulation from any claims, damages, or liabilities arising from the Customer’s use of the Software or breach of the Vendor’s terms.
8. Governing Law: These terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws provisions.
9. Dispute Resolution: Any disputes arising under these terms will be resolved through negotiation in good faith. If unresolved, disputes shall be subject to the exclusive jurisdiction of the competent courts of England and Wales.
10. Miscellaneous: 10.1 These terms constitute the entire agreement between the parties regarding the resale of the Software. 10.2 Any amendments must be in writing and agreed upon by both parties. 10.3 If any provision is deemed invalid, the remaining terms shall remain in effect.
By placing an order through X Simulation, the Customer acknowledges and agrees to these terms and conditions.