|  |  | Terms and Conditions for delivery, Payment and Support
The present terms and conditions may be overruled, all or some of them, by alternate terms and conditions agreed upon in writing within a custom commercial agreement.
Intellectual property rights associated with deliverables may benefit from an extra protection by either a “Non-Disclosure Agreement” or a complete License Agreement, as a ViCLPA (Virtual Component License and Purchase Agreement) or else a custom License Agreement.
All products are protected by copyrights and other protections of Intellectual Property Rights.
Make sure you read carefully the Terms and Conditions as quoted, before gaining access to the product data as deliverables.
By opening or remotely loading any delivery package, the customer is accepting such Terms and Conditions. In case some changes are requested, the delivery package must be returned unopened or the files must not be downloaded.
The acknowledgement of Purchase Order referring to a Quote prevails over any other statement of terms and conditions.
1. Delivery and Payment terms
Shipments are performed Ex Works per Incoterm EXW convention.
Delivery is by regular mail within two weeks of order acceptance (exceptionally two extra weeks for delivery might be required as explicitly announced for specific situations). Some products may benefit from a custom delivery schedule according to the Terms and Conditions quoted. E.g. faster shipments (by courier) shall be performed as ordered.
The most convenient form is payment with order. It is mandatory for training, yearly support and low-price options on the basis of Pro Forma Invoices.
2. Warranty
At the time of delivery of some deliverable, custom or standard product, subject to transfer of ownership, our customers are invited to perform an immediate delivery-check or acceptance-test prior to payment, while they benefit from the three-month warranty granted for any workmanship defect or transportation damage, with respect to the Bill of Lading.
Additional costs would possibly be incurred later for reasons of planning disturbance, archive retrieval or media obsolescence, etc.
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3. Acceptance for Quality Assurance
Customers are invited to return a registration card or an acknowledgement of due installation.
It is advisable to heed notice to the major cost associated with the acquisition of our products. It is not their purchase price, but the involvement in using them, because of their strategic significance in many a product design plan. Consequently, our customers are strongly invited to perform thorough controls in a timely fashion on the deliverables in accordance with the specification. This means as soon as possible and as professionally as possible (possibly with our advice or guidance), so as to not be victimized by bugs or failures not caught as early as possible.
DOLPHIN is in the process toward ISO-9001 certification
4. Hot-fax / Hot-Email support and ASAP releases
Based on an all too common experience, user guides or technical manuals are known not to be possibly exhaustive. The user will be confronted to situations that are not described, as it is impossible to specify all cases that can be encountered.
Customers are invited to document in writing and rigorously any situation where they believe some bug or failure may cause harm, or where they encounter some difficulty in operating the deliverable with their own requirements and configurations.
If ever a bug is actually uncovered by a user in a current product with a real need for an urgent by-pass requiring an intermediate release, the DOLPHIN Solution is an ASAP release or a workaround with our apologies and thanks… in lieu of maintenance fees for patches! Also the fix is usually made available on the Web for other customers if applicable.
Engineering Support enables the user to resort to a skilled and experienced engineer at Dolphin who will help him in real time and answer his questions.
More specific commitments are expressed in our “Trust Commitment”, which may also be extended beyond the Warranty period, through some specific Commercial Agreement like a ViCLPA.
Our Hot-fax/Hot-Email practice guarantees, for a contractual duration, a question-response cycle within one working day. It serves well to lift any doubt as to possible courses of action.
Even suggestions for feature improvements are welcome.
Several levels of support can be offered and the cost depends on the support level and Terms and Conditions of each sale
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5. Payment terms
Thirty days are allowed per professional practice from the date of due Transfer of Ownership for the Bill of Materials, or the Licensing Rights.
Payment beyond that date entitles us to invoicing for financial fees at the rate of one per cent (1 %) per month. Advance payments entitle our customers to an equivalent rebate.
Any payment delay for intermediate deliveries, within some staggered deliverable schedule, entitles us to postponing similarly the following deliveries with an updated schedule.
Income taxation for implicit income associated with financial fees for payment delays are on customer’s behalf or at customer’s expense.
Cash Advances are supposed to be just that, i.e. no Letters of Credit with any delay.
6. Technical Training
The DOLPHIN “difference” with respect to customer support consists in striving to make the end-user autonomous and to make hot interventions irrelevant:
• high-quality beta-testing at experienced and demanding user-sites are the rule,
• prospects’ and customers’ training sessions are customized and offered regularly in local languages to ensure comfortable user autonomy
• explanatory business models or “Cooperative Design Flows” are available for details (ranging from involvement in design reviews to consulting for yield improvement…) To this end DOLPHIN strives to comply with the VSIA standards for Virtual Components
7. One-shot Deals and Access-code Renewals
The one-shot deal, or mere license purchase for a solution in object-code form, frequent for shrink-wrapped software packages, is only one among several modes of operation for DOLPHIN Solutions. Perpetual sale of a license concerns a solution on one specific host (hardware and software).
The yearly opportunity for issuance of a renewed access code allows a free change of host-ID for the same hardware and software types. When porting to a different type of host, rehosting is at cost
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8. Innovation Plans
An alternate approach to one-shot deals is the Innovation Contract for ensuring regular upgrades improving the already available functionalities with no need for additional training.
Since most customers do not condone an excessive frequency of upgrades, as it would be upsetting end-users training, habits and plans, a six-month evolution cycle instead seems to be optimal for the time being, and is in effect with a Spring release and an Autumn release.
Customers may however subscribe for any twelve-month period, preferably starting on the date of first installation. Benefits from Warranty and Maintenance then automatically apply to the upgrades. Due to the joint advantages of proceeding along such a plan, the DOLPHIN Solution consists in adding a unique benefit to its subscribers: an Innovation Contract covering a one-year period, prepaid.
Such a benefit depends on the Terms and Conditions of each sale
9. Retention of title
Transfer of Ownership at the time of delivery is only assumed, but it is actually retained until actual full payment has been performed by the customer or on his behalf. Until that date, the deliverables may neither be exchanged, bartered, or sold to any third party.
They may neither be used for or within the design of products for production and sale
10. Ownership and protection
Our deliverables range from customer-specific, through multi-user Intellectual Property licensing (with associated Right Protection issues), to strict product sales. Whatever the type of deliverable, no transfer of ownership may be assumed, concerning ways and means used in the development of deliverables. Such means may be cell or model libraries and software routines, as well as design processes and patents used by us.
Our cells or models and software routines may contain special patterns of data for ascertaining their origin. Our customers are not authorized to remove them without our prior and written approval.
Product Licenses are to the exclusive benefit of the customer, excluding any other company, and under the sole terms and conditions as explicitly quoted. No other right is implicitly granted
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11. Exclusivity
While all possible care is taken daily to prevent any unconscious or unwilling transfer of knowledge through DOLPHIN between third parties, implicit or explicit, we do not condone any doubt or ambiguity about the rightfulness of our productivity improvements, which may result from our involvement in diverse codevelopment projects, and shall benefit to all our customers. We acknowledge that they may normally be in competition with each other.
This in no way contradicts the rule of exclusivity for ownership associated with customer-specific developments. The product specification among any deliverable item may or may not be customer’s property once deliverables are paid, but no subset may be considered non-reusable, lest it would be tantamount to making us captive of any customer.
Even in the absence of some NDA, we however commit to not reusing, on our own, product specifications which would have been created by one of our customers, on his own, and would not be openly available from different sources
12. Due diligences
The microelectronics industry and the data-processing industry have an abundantly documented practice in favor of compatible second-sourcing, not attempting to anyone’s rights as long as patent and copyrights are duly respected.
We strive to organize at best for being in a position to help our customers defend their rights against any undue claims.
We invite our customers to keep us updated on their patents and copyrights
13. Fair practices
We also commit not to imposing upon our partners either the risk of meeting with each other inadvertently on our premises, or the fear of having us giving higher priority to anyone else’s new product schedule.
To these ends, we do not accept to have the same team working simultaneously on competing custom products for distinct partners without prior consent from both concerned parties
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14. Confidentiality and data security
Further than any commitment within any Non-Disclosure Agreement, and in order to address the protection of our partners’ rights in cases where the stamp of confidentiality may not be affixed to some data, we do not allow any physical networking between public Wide Area Network, Internet, or Local Area Network on the one hand, and our internal networks (Ethernet…) on the other, unless a secure firewall is in place internally
15. Liability and Indemnity
In the absence of any specific licence agreement such as a ViCLPA, neither liability protection nor indemnity are implicitly granted
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