SPINE Engineering Workbench

Draft for review. Seller/contact details and effective date must be completed before publication or paid launch.

SPINE · LEGAL & PRODUCT GOVERNANCE

Terms and conditions & technical software licence

Version 2026-10-31-draft-2Effective date: [Effective date — to be completed]

These terms govern access to SPINE Engineering Workbench, its downloadable desktop software, licensed tools, associated documentation, updates and account services. They are intended for professional structural-engineering workflows.

Engineering decisions remain with the responsible professional. Software output must be independently reviewed before it is relied upon for design, construction, fabrication, certification or statutory submission.

1. Definitions and contractual structure

Provider means the software supplier identified in the final supplier-details section. Customer means the individual or organisation obtaining a licence. Authorised User means the person permitted to operate the licensed installation. Software means the SPINE executable, included engines, interfaces, supplied libraries and documentation. Host Application means an external program such as ETABS, SAFE or Revit. Project Data includes models, geometry, properties, assignments, analysis results, drawings, calculations and customer-generated exports.

These terms govern the Software licence and the Provider's product obligations. Purchases processed through Paddle are purchases from Paddle as authorised reseller and merchant of record, subject also to its Buyer Terms and Refund Policy. Those documents govern Paddle's payment services; they do not transfer the Customer's engineering responsibilities to Paddle. A separately executed written agreement may vary these terms to the extent it expressly identifies the variation. Mandatory law prevails over inconsistent provisions.

2. Acceptance, authority and professional eligibility

Review these terms before purchasing or using the Software. Where presented with an acceptance mechanism, accepting or proceeding with the corresponding purchase or installation records agreement to the version presented. If acting for an organisation, you must have authority to bind that organisation and authorise its users. Do not use another person's identity or falsely represent professional qualifications.

The Customer is responsible for ensuring that the people using or reviewing SPINE have the competence, supervision and professional authorisations required for their work. A SPINE subscription does not grant an engineering qualification, registration, professional licence, authority approval, or permission to practise a regulated profession.

3. Licence grant, scope and reserved rights

Subject to payment where applicable and compliance with these terms, the Provider grants a limited, non-exclusive, non-transferable right to install and use the subscribed features for the applicable licence period on one registered computer. The Software is licensed, not sold. No source-code rights or rights to distribute the Software are granted. The Provider and its licensors retain ownership of their software, calculation implementations, interface designs, supplied documentation, branding and other protected materials.

The Normal plan includes the six Stability tools described on the product page. Professional includes the published Stability, Design and Assistance tools. A feature available in a demonstration, screenshot, another plan, beta build or roadmap is not included unless stated for the purchased plan. Commercial project work is permitted within the licensed scope. Sharing a licence between unrelated users, providing a public calculation service, hosting the Software for third parties, or reselling access requires separate written permission.

Do not copy or redistribute proprietary components except as allowed for installation or backup; defeat device binding or licence verification; extract signing material; modify entitlement decisions; remove ownership notices; or use the Software for unlawful activity. Restrictions on reverse engineering or interoperability apply only to the extent permitted by law, and do not remove rights that cannot lawfully be restricted. Third-party and open-source components remain subject to their applicable notices and licences.

4. Accounts, device registration and connectivity

Provide accurate account information and use the verified subscription email for activation. The desktop app opens the SPINE website for cloud sign-in and sends its computer identifier and computer name automatically to link the installation to the verified account. You do not need to copy or submit a Machine ID manually. The identifier is used for licensing and the one-computer limit. Changing hardware, operating-system configuration, virtualisation, or the registered computer may require a device replacement through support. The one-computer limit does not permit simultaneous use on a physical machine and a separate virtual or remote installation unless expressly authorised.

Keep account access and authentication messages secure. Notify support promptly of suspected unauthorised use. Do not share verification codes or allow another person to impersonate the account owner. The Customer is responsible for activities it authorises, subject to applicable law and the Provider's own obligations.

Internet access is required for sign-in and periodic online entitlement renewal. The current client does not promise offline operation: a cached token does not authorise continued access after a failed required online renewal. A server-issued token's maximum validity is not a guaranteed offline-use allowance. Clock changes, blocked connections, expired access, verification failures, or an unsupported client version may prevent licensed operations. Arrange project workflows and contingency arrangements accordingly.

5. Orders, recurring charges and tax presentation

The order summary and checkout identify the plan, billing interval, currency, tax treatment and amount payable. Monthly subscriptions are charged each month. Annual subscriptions are charged upfront for the full annual term; a monthly-equivalent annual price is a comparison figure, not an instalment arrangement. Unless expressly sold as a non-renewing offer, subscriptions renew automatically at the stated interval until cancelled.

Paddle handles the payment methods and transaction taxes applicable to its checkout. SPINE does not receive full card numbers or security codes through its licensing service. Final tax-inclusive or tax-exclusive totals depend on the checkout settings and buyer information shown before confirmation. Your bank or payment provider may apply separate conversion or other charges outside the Provider's control.

Paid access is granted after reliable payment confirmation and successful account/device registration, rather than solely because the browser displays a success screen. Confirmation delays can occur. If payment succeeds but activation does not, retain the order reference and contact support; do not repeatedly purchase duplicate subscriptions as a troubleshooting measure.

6. Renewal, cancellation, plan changes and refunds

Cancel future renewal through My subscription and the Paddle billing portal before the renewal is processed. Normal cancellation takes effect at the end of the paid period, with access continuing through that period unless independently suspended for a valid reason. Stopping use, uninstalling, deleting a local file, or losing access to the registered device does not itself cancel recurring billing.

Plan changes and any prorated charge, credit, effective date or new renewal amount must be shown by the applicable billing flow before confirmation. Availability of a billing portal does not guarantee that every type of upgrade, downgrade, seat change or proration option is offered. No lifetime licence or perpetual entitlement is implied by a recurring subscription.

The Refund and Cancellation Policy forms part of these terms. The commercial policy is no voluntary refunds, subject to mandatory legal rights and Paddle's applicable rights and decisions. An approved full refund removes access funded by that payment. A dispute, failed renewal or invalid payment can affect entitlement; a valid independent later payment is assessed separately.

7. Supported environment and third-party dependencies

The Customer must maintain a supported Windows environment, sufficient hardware and storage, installation permissions, and any required licensed Host Applications. Consult the current system requirements, tool documentation and release notes. Compatibility demonstrated with a particular application version, API, locale, file format or operating-system build is not certification of compatibility with all versions or configurations.

Host Applications, COM/API interfaces, file-based Dynamo or pyRevit workflows, spreadsheet readers, PDF browsers and export consumers are independent dependencies. Their vendors may change data structures, units, interfaces or behaviour. The Provider does not supply their licences or guarantee their availability. Reference to ETABS, SAFE, Revit or other third-party products identifies integration targets and does not imply endorsement, partnership or certification.

8. Project preparation and model-state control

Before importing or writing data, identify the correct Host Application process, open model, file path, model revision, selected objects, coordinate system and working units. A successful connection to a Host Application does not prove that the intended model is attached, that analysis is complete, or that required results were retrieved. Save a recoverable copy before running workflows that may modify a model, assignment, label, reinforcement definition, load pattern or detailing output.

The Customer must ensure that model geometry, connectivity, restraints, diaphragms, material strengths, section properties, modifiers, design preferences, releases, springs, mass sources, loading and analysis settings are appropriate. Review warnings and unresolved instabilities. Confirm that the analysis reflects the current model revision and that required cases, combinations and result tables are available. Stale, incomplete, empty, filtered or unlocked analysis results must not be assumed valid merely because the Software accepts a connection or produces an export.

9. Calculation basis and independent verification

The Customer must identify the applicable jurisdiction, design code and edition, national annexes, authority requirements, load standards, project criteria and design assumptions. Verify that the specific tool supports the required calculation method and scope. A familiar parameter name, design-code label or report heading does not establish complete code coverage. Where a tool does not support an effect or limit state, evaluate it independently using an appropriate method.

Review, as relevant to the selected tool:

Carry out appropriate benchmark calculations, plausibility checks and independent review. Investigate unexpected, borderline, discontinuous or unusually favourable results before reliance. An automated pass/fail flag, plotted result, reinforcement proposal or absence of a warning is not a professional approval, safety certificate or assurance that all relevant checks were performed.

10. Model writes, detailing transfers and automation

Some workflows can assign or alter Host Application data or prepare files/scripts for another application. Review the tool's scope, target objects and proposed changes before applying them. Verify the resulting model state after completion, including any partial changes following an interruption. Do not assume that an API operation is atomic, that every host version supports undo, or that a failed run automatically restores the original model.

For Excel, DXF, PDF, spColumn, Revit, Dynamo, pyRevit and other downstream workflows, verify units, mapping rules, naming, material/section identification, axes, levels, reinforcement geometry, tolerances and receiving-application interpretation. An exported drawing or transferred reinforcement layout is not automatically fabrication-ready, clash-free, complete for construction, or coordinated with architectural and MEP requirements. Retain backups and compare the source and destination before saving, issuing or overwriting deliverables.

11. Reports, records and traceability

The Customer is responsible for retaining sufficient evidence of the calculation basis: the relevant Software and Host Application versions, model revision, code edition, input values, selected cases/combinations, assumptions and review records. Re-run affected work after material input, model, code, configuration or software changes. Do not present a prior report as verification of a later model revision.

Reports, screenshots, tables, labels and exports are records of the data and options used for that run. Their formatting, completeness or apparent precision does not independently establish engineering validity. Customer modifications can change their meaning. Do not remove qualifications, omit adverse results or describe a demonstration/sample report as an independently checked project calculation. A downloaded installer checksum can help compare file integrity; it is not a certification of engineering correctness or public publisher trust.

12. Customer data, confidentiality and output rights

The Customer retains rights it holds in its Project Data and customer-created engineering deliverables. A licence does not transfer ownership of customer models to the Provider. Supplied templates, code, libraries and proprietary implementation details remain subject to their existing rights. You may use and issue project reports and drawings produced in accordance with the licence, but must not redistribute the underlying Software or proprietary engines as part of those deliverables.

The licensing and checkout functions do not require uploading the structural model itself. If a support investigation requires a model, drawing or extract, agree the scope and use a minimised, appropriately redacted copy. You must have permission to share any client, employer, confidential or third-party material. Do not send secrets, production credentials or regulated personal data unless a suitable channel and handling arrangement have been agreed. Personal-data handling is described in the Privacy Notice; these terms do not represent an unexecuted bespoke confidentiality or data-processing agreement.

13. Updates, security and operational continuity

The Provider may supply fixes, compatibility updates and changes to the licensed Software. Feature availability can depend on the current plan, supported build and Host Application capabilities. No roadmap item, release frequency, particular future feature, or continuing support for an obsolete dependency is guaranteed unless separately agreed in writing. Material contractual or renewal-price changes will be communicated with any notice and choices required by law.

The Customer should obtain installers from the designated distribution channel, keep appropriate backups, follow release instructions and evaluate changed calculations on representative models before using an update in production. Current pilot packages may use an internal self-signed certificate; this does not provide public Windows publisher trust. Do not bypass organisational security controls merely because a download link is available. Report suspected security issues through the product contact channel without publicly exposing exploit details or other customers' information.

14. Support, defect reporting and limitations

Unless a separate written support agreement states otherwise, support is provided on a reasonable-efforts basis without guaranteed response times, continuous availability, onsite service or an uptime SLA. Submit the Software version, tool name, Host Application version, relevant steps, expected versus actual result, and sanitised evidence. Support may request a reproducible example. Troubleshooting assistance is not acceptance of responsibility for project design and is not engineering consultancy, certification, checking or sign-off.

Subject to mandatory law and express commitments made for the purchase, the Software is provided as available, with the limitations of its documented scope and supported environment. No promise is made that it is error-free, that every defect will be corrected within a particular time, or that output will meet every project requirement. Where the Software is materially defective or misdescribed, applicable legal remedies remain available notwithstanding general disclaimers.

15. Allocation of risk and limitation of liability

The Customer controls the engineering context, source models, inputs, interpretation and final decisions. The Provider is responsible for its own contractual and legal obligations; this allocation does not excuse fraud, deliberate wrongdoing, or liability that applicable law does not permit to be excluded or limited.

To the extent permitted by applicable law, the Provider is not liable for indirect or consequential loss, loss of profits, revenue, business opportunity or anticipated savings, or loss arising from unverified outputs, unsupported use, unauthorised modifications or failures of third-party systems, except to the extent the Provider is legally responsible. The Customer must take reasonable steps to preserve data, reduce loss and prevent foreseeable harm.

Subject to the non-excludable liabilities below, the proposed aggregate contractual liability cap for the Provider under or in connection with the affected Software subscription is the fees paid for that subscription during the twelve months immediately preceding the event giving rise to the claim. This limitation applies only where enforceable and does not limit refunds or remedies that cannot lawfully be restricted. Nothing excludes liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence where non-excludable, gross negligence or wilful misconduct where non-excludable, or other mandatory statutory liability.

16. Suspension, expiry and termination

Access may be restricted where a subscription expires, payment remains unpaid, a refunded/disputed transaction no longer funds access, account use is unauthorised, or suspension is reasonably necessary for security, legal compliance or a material breach. Where practicable and appropriate, the Provider will explain the issue and give an opportunity to resolve it; immediate action may be necessary for fraud, security incidents or legal requirements.

When the licence ends, stop using licensed features and retain your own project records and exports. The Provider does not promise that inactive Software can continue to open, modify or regenerate every output. Ownership, confidentiality obligations, payment obligations already accrued, liability provisions and dispute provisions survive to the extent relevant. Ending an account or support conversation does not by itself cancel a Paddle subscription; use the billing cancellation procedure.

17. Disputes, applicable law and general provisions

Raise software-related concerns through the product contact channel with sufficient information for investigation. Raise payment-service concerns through Paddle's buyer support where applicable. The parties should first attempt a reasonable good-faith resolution, without preventing urgent relief, payment disputes, regulator complaints or mandatory rights.

The law and courts applicable to the Provider's Software agreement are determined by the completed supplier contracting details and applicable law. No exclusive court selection or mandatory arbitration clause is imposed by this draft. The governing-law provisions in Paddle's Buyer Terms apply to its separate services and do not automatically determine every claim against the Provider. The final contracting particulars must be reviewed before publication.

If a provision is unenforceable, the remaining provisions continue to the extent permitted by law. A failure to enforce a provision does not automatically waive it. The Customer may not assign a personal/device-bound licence without consent except where law requires otherwise. Any permitted transfer by the Provider must respect applicable notice and mandatory rights. Notices and material changes should be communicated through the account or other appropriate contact channel; a new website date alone does not retroactively vary an existing agreement.

18. Supplier particulars and finalisation

The following particulars identify the software supplier and the channel for contractual notices. They are intentionally reserved for the final launch step. This draft is not ready for paid launch while these particulars remain incomplete.

Software supplier
[Seller legal name — to be completed]
Support email
[email protected]
Contact address
[Public contact address — to be completed]