Sales conditions

General Terms and Conditions of Sale — Software Products — version 8.0, in force from 10/11/2026

These general terms and conditions of sale (the “General Conditions”) govern the manner and conditions under which the software products (the “Products”) marketed by Dartwin S.r.l. Unipersonale, registered office at via Marco Sasso 19, 36061 Bassano del Grappa (VI), Italy, VAT and tax code IT 04352600243, registered with the Vicenza Companies Register — REA VI-397810, certified e-mail [email protected], e-mail [email protected] (“Dartwin”), are sold.

All contracts for the sale of Products by Dartwin to third parties (the “Customers”) are governed by these General Conditions, which form an integral and substantial part of every proposal, order and order confirmation. The General Conditions applicable to each order are those published on this website on the date of the order.

1. DEFINITIONS

For the purposes of these General Conditions:

Consumer means a natural person acting for purposes outside his or her trade, business, craft or profession, as defined in art. 3(1)(a) of Italian Legislative Decree 206/2005 (the “Consumer Code”).
Business Customer means any natural or legal person purchasing in the course of its trade, business, craft or profession, or an intermediary acting on its behalf.
Product means the software supplied in digital form, together with the relevant licence of use and, where purchased, the USB hardware key.
Perpetual licence means a licence to use the Product for an unlimited period, in the version to which the Customer is entitled.
Subscription licence means a licence to use the Product for the duration of the subscription paid, including updates for the same period.
Updates & Upgrades period means the period during which a perpetual licence is entitled to updates, version upgrades and the services listed in art. 14; it includes the 12 months included with the purchase and any periods of Updates & Upgrades subscription.
User Panel means the Customer’s reserved area, reached through the link in the activation e-mail, showing licences, versions, expiry dates and installation files.
Web License means a subscription-based activation method that allows the Product to be started from any computer with a username and password.

The provisions of these General Conditions that grant specific treatment to the Consumer apply solely to the Consumer. Nothing in these General Conditions shall be construed as limiting the mandatory rights granted to Consumers by applicable law.

2. PRICES

Prices of the Products are expressed in Euro (€). For Business Customers prices are stated exclusive of VAT; for Consumers the price inclusive of taxes and of any additional charge is displayed before the order is placed, in the shopping cart summary and on the payment page.

Prices are reserved to those purchasing through this website in accordance with the procedure set out herein. Prices may change without notice; any change has no effect on orders already confirmed. Promotional offers may not be combined with one another.

3. ORDERS AND FORMATION OF THE CONTRACT

Orders are placed exclusively through the website, following the purchase procedure set out therein. Before submitting the order the Customer is shown a summary of the selected Products, the total price and these General Conditions, and is able to correct any input errors.

The contract is formed at the moment Dartwin sends the Customer the order confirmation e-mail to the e-mail address provided during the purchase.

Access to the service is permanent and continuous, save for maintenance periods, server update operations and any interruption of network service.

4. ACCEPTANCE OF THE CONDITIONS OF SALE

By submitting the order, the Customer declares that he or she has read and accepted these General Conditions. Unless proven otherwise, the electronic records kept by Dartwin constitute evidence of the transactions between Dartwin and its Customers.

5. ORDER CONFIRMATION

After the order has been submitted, Dartwin sends to the e-mail address indicated by the Customer an order confirmation e-mail containing a summary of the order and a reference to these General Conditions.

Once the payment has been recorded, Dartwin sends a second e-mail (the “activation e-mail”) with the link to the User Panel and the instructions for installation and activation.

6. PAYMENT METHODS

Credit card and other electronic methods. Card payments are processed by Stripe Payments Europe Ltd. over an encrypted connection. Dartwin at no time processes or stores the Customer’s payment card details.

PayPal. Payment through PayPal (Europe) S.à r.l. et Cie, S.C.A. is available, either from a PayPal account or, for those who do not hold one, by payment card directly on PayPal’s page. Here too, payment details do not pass through Dartwin’s systems.

Advance bank transfer. Payment by advance bank transfer is subject to the limits set out in the purchase procedure. Delivery of the activation key is suspended until the amount due has been credited to Dartwin’s account. The transfer must be ordered within three working days of receipt of the e-mail acknowledging the order; a copy of the transfer instruction must be sent to [email protected] within four working days of the same date; the funds must be credited within eight working days. Should any of these time limits expire without compliance, the order is automatically cancelled and will not be processed. The transfer reference must state: i) the name and surname or company name of the person placing the order; ii) the order reference number; iii) the date of the order.

The processing of data by payment service providers is governed by their respective privacy policies, to which reference is made.

7. DELIVERY OF THE SOFTWARE

The Product is delivered exclusively by electronic means: the installation files are downloaded from the User Panel. The User Panel makes available only the versions to which the Customer’s licence is entitled. The Product is not delivered on physical media and, accordingly, no shipping costs are charged. The only exception is the USB hardware key, where specifically purchased, which is shipped to the address indicated by the Customer.

8. SOFTWARE ACTIVATION

The Product is activated with one of the methods chosen at the time of purchase:

software key: the Customer sends Dartwin the computer code shown during installation and receives the activation key for that computer;
USB hardware key: the licence resides on the key, which is activated with the PIN code supplied by Dartwin;
Web License: the Product is started with a username and password; the computer must be connected to the internet at start-up.

Once the payment has been recorded and, for the software key, the computer code has been received, Dartwin sends the activation key or the credentials within five working days. Where the time taken by banks or payment service providers to confirm payment causes a delay, Dartwin promptly informs the Customer. As regards the Consumer, art. 61 of the Consumer Code remains applicable.

9. ACCEPTANCE OF THE LICENCE CONDITIONS

By submitting the request for the activation key, the Customer declares that he or she fully accepts the licence conditions set out in the installation procedure, as well as the rights of use described in art. 12 below.

10. CONSUMER RIGHT OF WITHDRAWAL

Under arts. 52 et seq. of the Consumer Code, the Consumer has the right to withdraw from the contract within fourteen days of its formation, without giving any reason and without incurring any cost other than those provided for by law.

However, since the supply consists of digital content not supplied on a tangible medium, the right of withdrawal is extinguished where the conditions set out in art. 59(1)(o) of the Consumer Code are cumulatively met, namely where:

a) performance of the supply has begun with the Consumer’s express consent; b) the Consumer has acknowledged that, once performance has begun, the right of withdrawal is lost; c) Dartwin has provided confirmation of that consent on a durable medium.

The consent referred to in points (a) and (b) is obtained by means of a mandatory tick box on the payment page, before the order is submitted; the confirmation referred to in point (c) is contained in the order confirmation e-mail. Performance is deemed to begin when the activation key, the USB key PIN code or the Web License credentials are sent.

Where such consent has not been given, the Consumer retains the right of withdrawal for fourteen days and may exercise it by means of an explicit statement sent to [email protected], including by using the model withdrawal form set out in Annex I, Part B, of the Consumer Code. In that event Dartwin will reimburse the payments received within fourteen days of receipt of the notice of withdrawal, using the same means of payment used for the initial transaction, and the licence shall be deemed revoked, with the Consumer obliged to cease all use of and uninstall the software.

The right of withdrawal does not apply to Business Customers, for whom all sales are final once the activation key, the PIN code or the Web License credentials have been sent.

11. WARRANTY AND COMPLAINTS

Consumers. The Products are covered by the statutory guarantee of conformity provided by the Consumer Code for digital content and digital services. Dartwin is liable for any lack of conformity existing at the time of supply and becoming apparent within two years of that time. The Consumer is entitled to have conformity restored and, in the cases provided by law, to a price reduction or to termination of the contract. Complaints should be sent to [email protected].

Business Customers. Any lack of conformity or defect must be notified in writing within eight days of discovery, failing which the claim is time-barred under art. 1495 of the Italian Civil Code.

12. RIGHTS OF USE AND INTELLECTUAL PROPERTY

All software marketed by Dartwin is protected by national legislation and international treaties on copyright and intellectual property. The sale does not in any case entail the transfer of reproduction, performance or exploitation rights, nor of any intangible right already recognised or to be recognised in favour of the lawful right holders.

Unless otherwise agreed in writing, each licence allows the Product to be used by one user at a time:

with a software key, on the computer for which the key was issued;
with a USB key, on the computer into which the key is inserted;
with Web License, from any computer, one user at a time for each licence;
with a Server licence, on as many computers at the same time as the number of concurrent users purchased.

Plugins require their own licence for each concurrent user with which they are used. Special conditions are available for additional licences of the same program and may be requested from Dartwin.

13. REINSTALLATION AND TRANSFER OF THE LICENCE

To reinstall the software on the same computer, it is sufficient to repeat the initial procedure with the same activation key.

To move the licence to another computer, the Customer deactivates it on the computer in use with the internet procedure provided in the program and activates it on the new computer. Transfer is always possible, one licence at a time, even after the Updates & Upgrades period has expired.

Where the original computer is no longer available (decommissioned, faulty, disk reformatted or components replaced) and the licence cannot be deactivated, the Customer may request a backup activation key by writing to [email protected] and stating the licence and the computer code of the new computer. The backup key is granted once only for each licence and only if the licence’s Updates & Upgrades period is valid on the date of the request. When a Web License subscription expires, if the Updates & Upgrades period is valid, Dartwin issues a software key once only, if not already issued, so that the program can continue to be used. Beyond these cases, a new activation requires the purchase of a new licence.

Licences on a USB key are reactivated on a new computer by inserting the key and entering the PIN code. Once the Updates & Upgrades period has expired, Dartwin does not guarantee that the key’s activation can be regenerated.

14. VERSIONS, UPDATES AND THE UPDATES & UPGRADES PERIOD

14.1 The version number consists of several parts separated by full stops (e.g. 9.0.1). The first indicates the main version, which entails substantial changes or significant new functionality; the following parts indicate minor updates and fixes.

14.2 The purchase of a perpetual licence includes 12 months of Updates & Upgrades from the date of purchase. On expiry the period may be extended with the Updates & Upgrades subscription, annual or prepaid, on the conditions stated on the website. With subscription licences, updates and upgrades are included for the whole duration of the subscription.

14.3 While the Updates & Upgrades period is valid, the Customer is entitled to:

all updates and version upgrades released during the period;
the Heatsim AI connection (MCP server), which works only while the period is valid;
technical support on the use of the program, by e-mail and in online support sessions;
the backup activation key provided for in art. 13;
the use of plugins that require it, such as the Scripting Module;
product upgrades (for example to 3D, to DYNAMIC, to Building & Frames, additional Server concurrent users), which apply only to the current version.

14.4 When the Updates & Upgrades period expires, the perpetual licence remains usable in the version available on the expiry date (“maximum supported version”, shown in the User Panel). From then on the Customer no longer receives updates, not even minor ones, nor the services listed in 14.3: in particular the Customer cannot use the Heatsim AI connection, does not receive technical support on the use of the program, not even through online support, and may no longer be able to activate the program on a new computer. There is no grace period after expiry.

14.5 To resume updates after expiry, the Customer subscribes to the subscription corresponding to their maximum supported version, which includes a one-off upgrade fee and the current list price. The upgrade fee is due again each time the subscription is allowed to expire.

14.6 Dartwin does not guarantee the availability of installation files or the operation of versions no longer supported on operating systems or hardware released after them.

14-bis. SUBSCRIPTIONS

14-bis.1 Subscription licences, the Updates & Upgrades subscription and Web License are sold on a subscription basis. Durations, fees and contents are stated on the product pages.

14-bis.2 The subscription renews automatically on expiry for a period of the same length, with the fee charged in advance at the start of each period.

14-bis.3 The Customer may cancel the subscription at any time before renewal, from the “My subscriptions” page of their account or by writing to [email protected]. After cancellation the Product remains usable until the end of the period paid. A period already renewed is not refundable, without prejudice to the Consumer’s right of withdrawal under art. 10.

14-bis.4 If payment is not made, or the renewal is paid more than 5 days late, the subscription ends. Reactivating a subscription licence requires the activation fee stated on the website; for the Updates & Upgrades subscription art. 14.5 applies.

14-bis.5 A subscription is taken out for each licence or Server concurrent user.

14-bis.6 Subscription licences require an active internet connection while in use. The conditions for buying out a subscription as a perpetual licence are stated on the product pages and on the “Subscription buyout – perpetual license” page.

15. AVAILABILITY

Product offers and the related prices are valid for as long as they are published on the website. The data transmission times indicated for the transfer of a Product are purely indicative, and any delay not attributable to Dartwin does not entitle the Customer to cancel the sale or to claim compensation, without prejudice to the mandatory rights of the Consumer.

Where a Product becomes unavailable after the order has been received, Dartwin will inform the Customer promptly by e-mail and will refund in full any amount already paid.

16. LIMITATION OF LIABILITY

The Products are calculation and simulation tools intended for use by technically qualified personnel. Responsibility for the choice of input data, for the interpretation of results and for their application to specific cases rests with the user.

Save in cases of wilful misconduct or gross negligence, and without prejudice to the mandatory rights granted to Consumers by law, Dartwin shall not be liable for indirect, incidental or consequential damages of any nature, including by way of example those arising from loss of use, loss of data or loss of profit, connected with the use of the Products or of the information published on this website or on linked websites.

The information contained on this website may include technical inaccuracies or typographical errors; Dartwin may make corrections at any time.

17. FORCE MAJEURE

In the event of force majeure or unforeseeable circumstances, Dartwin shall not be liable for delay in or failure to perform delivery and shall be entitled to terminate the contract in whole or in part, or to suspend or postpone its performance, giving prompt notice to the Customer.

18. PROCESSING OF PERSONAL DATA

The personal data of Customers is processed by Dartwin S.r.l. Unipersonale, as data controller, in compliance with Regulation (EU) 2016/679 (GDPR) and with Italian Legislative Decree 196/2003 as amended by Legislative Decree 101/2018.

The purposes, legal bases, recipients, retention periods and the means of exercising data subject rights (access, rectification, erasure, restriction, portability, objection and lodging a complaint with the supervisory authority) are described in the Privacy Policy, which forms an integral part of these General Conditions.

The provision of the data necessary to perform the order and to comply with legal obligations, including tax obligations, is mandatory; refusal prevents the conclusion of the contract. Promotional communications are sent solely on the basis of express consent, which may be withdrawn at any time, including through the link at the foot of each message.

To exercise these rights, please write to [email protected].

19. DISPUTE RESOLUTION — GOVERNING LAW AND JURISDICTION

These General Conditions are drawn up in Italian and in English and are governed by Italian law. In the event of any discrepancy between the two language versions, the Italian version shall prevail.

Business Customers. The courts of Vicenza, Italy, shall have exclusive jurisdiction over any dispute connected with these General Conditions.

Consumers. The courts of the place of residence or elected domicile of the Consumer shall have exclusive and non-derogable jurisdiction. The choice of Italian law shall not deprive a Consumer habitually resident in another State of the protection afforded by the mandatory provisions of the law of that State. A Consumer resident in a Member State of the European Union may also make use of alternative dispute resolution (ADR) procedures by applying to the bodies listed by the competent national authority. Recourse to such procedures is optional and does not affect the right to bring proceedings before the courts.

20. AMENDMENTS TO THE GENERAL CONDITIONS

Dartwin reserves the right to amend these General Conditions at any time. Amendments take effect from the date of publication on the website and apply solely to orders submitted after that date. The applicable version is always identified by the version number and the date of entry into force stated in the heading.