1.1. The CAEsoft trademark

CAEsoft Consulting S.L. has a trademark, "CAESOFT" which guarantees the quality and support of products distributed to the client.

1.2. Territorial area of CAEsoft Consulting S.L.

The current territorial area of CAEsoft Consulting S.L. includes Spain, Portugal and Chile. There are medium-term plans to expand into several countries in Latin America.

1.3. Territorial exclusivity

CAEsoft Consulting S.L. has no territorial exclusivity for any of the products which are distributed, with the possibility for the developer of having other distributors in the same territory. If there are any problems between the distributors, they would be solved by the developer acting as an arbitrator.

1.4. Types of products distributed by CAEsoft Consulting S.L..

We distribute products of interest to engineers, in all the areas they might cover, but particularly in areas related to design, analysis, mathematical calculation and system simulation. The products are basically PC platform-based, of general use and are not specific or highly specialized.

1.5. Typical clients of CAEsoft Consulting S.L.

CAEsoft Consulting S.L.’s client is a technical engineer or an engineer with a degree, with basic knowledge of how to use PCs and in the most varied sectors: civil engineering, mechanics, the automobile industry, aeronautics, the shipping industry, mining architecture, etc.

1.6. Work methods of CAEsoft Consulting S.L.

The work method of CAEsoft Consulting S.L. is characterized as follows:

• Medium and long-term sales targets (6 months and one year, respectively) and seasonal sales targets;
• Communication based on electronic mail;
• Geographically dispersed and multi-faceted engineers (technicians and salesmen);
• Minimal fixed structure (offices) and huge mobility;
• Continuous contact with the client through the web and publications;
• Excellent and quality support for the client;
• Straightforward, defined and orderly system of work.

 

2.1. Competition between packages of the catalogue of products

CAEsoft Consulting S.L. guarantees that there is no conflict or competition between the solutions which it distributes. In any event, there will at least be different levels of price and features within the same engineering application. In this way, CAEsoft Consulting S.L. provides a set of solutions of proven quality and usefulness, by contributing a platform of support and final guarantee of quality as its added value.

2.2. Relationship with CAD companies and other competitors

CAEsoft Consulting S.L. is not a distributor of CAD packages despite having the capacity to integrate them with the CAE tools that it distributes. Despite the foregoing, it maintains a healthy relationship with companies that distribute this type of products (Autocad, Microstation, Intergraph and PTC among other things). CAEsoft Consulting S.L. considers that engineers are not direct users of CAD packages, although it has knowledge of this subject. Also, the philosophy of the CAE packages is very different in terms of representation, usefulness and training.

2.3. Distribution of hardware and matching software

In any event, CAEsoft Consulting S.L. distributes complementary measurement hardware (sensors and analyzers, among other things.) as a software accessory. Under no circumstances does CAEsoft Consulting S.L. distribute PCs, work stations, printers or computer equipment.

3.1. Contact with the client

The developer may have direct contact with the client. He may perform a follow-up task of CAEsoft Consulting S.L., send direct advertising and even updates. However, CAEsoft Consulting S.L. must be informed previously or subsequently of said operations and any transaction must be channeled through CAEsoft Consulting S.L., not directly between the developer and the end customer.

3.2. Client information

CAEsoft Consulting S.L. will inform the developer in a detailed and transparent manner of the state of each client, data which might have varied, petitions for improvements or requests for support. An atmosphere of complete trust and collaboration between both parties is fundamental.

3.3. Conditions of support

CAEsoft Consulting S.L. has a quality commitment of providing support within a maximum time limit of 24 hours and would cover a problem deemed serious by the user; usual response times are 2 to 4 hours.

3.4. Community of users

CAEsoft Consulting S.L. will promote and coordinate meetings of users and introductory courses aimed at creating a sufficiently large community of users. Said meetings will usually take place evry two years.

4.1. Price lists

The developer must provide a stable, international price list (in a period of approximately one year). CAEsoft Consulting S.L. works with discounts ranging from 30 to 50% of the selling price, maintaining the same price offered directly by the developer and other distributors world-wide. Said price lists of CAEsoft Consulting S.L. in Spain and Chile are published on the web.

5.1. Sales targets

The sales targets will be set in a coordinated manner between CAEsoft Consulting S.L. and the developer based on annual growth, new registered users, quarterly and annual billing targets. In any event, CAEsoft Consulting S.L. guarantees the attention and follow-up of prospective clients on a daily basis.

5.2. Annual maintenance.

The developer must annually set the tariffs for updates and support, specifying the discounts for CAEsoft Consulting S.L. in said cases.

5.3. Relationship with universities and educational versions

CAEsoft Consulting S.L. maintains a very healthy relationship with most Universities in Spain and Chile. The policy of educational versions must guarantee the use for said purposes and, consequently, we require that there is an appropriate lecture room, plans for study and practical classes, and lecturers who guarantee that said software will not be used for external projects. The educational versions must also guarantee the educational use of the software and be reasonably priced. The discounts for educational versions should be set by the developer.

5.4. Licenses with discounts for research centers.

Research centers and university departments may have special discounts if they are going to use the software for external projects. Said discounts must be set beforehand by the developer.

5.5. Promotions and discounts

The possibility of product promotions or discounts may be studied; the discounts will be assumed proportionally by the developer and CAEsoft Consulting S.L..

5.6. Protection against pirating

CAEsoft Consulting S.L. will keep the developer informed of illegal copies or the illegal use of the software. Any legal action which might be undertaken must be coordinated and financially maintained by CAEsoft Consulting S.L. and the developer, provided that the latter is interested in commencing the action.

6.1. Development Strategy

The developer must guarantee a long-term development and support policy by incorporating the new options into his package of products in a systematic and orderly manner. CAEsoft Consulting S.L. will attempt to collaborate in said strategies as a tester and by channeling users’ opinions. A lack of continuity or loss of competitiveness by the developer would makes the sales efforts fail and would jeopardize the guarantee of quality and excellence of the products offered by CAEsoft Consulting S.L. and could give rise to cancellation of the contract.

6.2. Added Value

There must be added value by CAEsoft Consulting S.L., such as brief, initial training courses, first level support and other things. This type of services will be progressively specified from the signing of the contract or distribution agreement, with a timeframe of one or two years.

6.3. Availability of software

CAEsoft Consulting S.L. must have up to date software available, with the commitment not to use said software in projects other than support and distribution projects such as demonstrations and fairs. It would never be used for engineering or consultancy work. It may not be profitable to have all the modules of a package available, but that term will be decided by the developer. CAEsoft Consulting S.L. having the complete software available facilitates the demonstration and support tasks.

6.4. Training for support engineers

CAEsoft Consulting S.L. will have a team of one or two individuals available per product, whenever it is possible and justified by a sufficient volume of sales. Both individuals will perform technical and commercial tasks. The developer must provide the training of said individuals to CAEsoft Consulting S.L. free of charge. The accommodation and travel expenses for attending the training courses will be borne by CAEsoft Consulting S.L.. Said courses will be held approximately every year.

7.1. Training courses of the developer in Spain-Chile

Caesoft Consulting S.L.’s policy will be to generate a user at introductory level and introduce him into a community or club of users. Subsequently, more specialized training at courses, which are organized jointly but with the developer’s instructors, will be charged to the developer. The introductory training courses will be very practical, aimed at installation and the performance of the most usual tasks or those tasks which are usually more problematic for users. CAEsoft Consulting S.L. also has a program of short, on-site courses and has the hardware available to perform these courses.

8.1. Contacts

Both the developer and CAEsoft Consulting S.L. will always have a contact person. Both individuals will channel all the technical and commercial aspects of information through both companies.

8.2. Period of supply and shipment

The products ordered by CAEsoft Consulting S.L. usually have a delivery time of one week from when the client places the order, which requires the developer to have a maximum delivery period of three to four days. Shipment will generally be by an international messenger with sufficient guarantees and security.

8.3. Guarantee of Supply

Signing a distribution contract with CAEsoft Consulting S.L. would oblige a minimum supply of one year to be guaranteed from when the contract is signed. In this way current operations would be completed. CAEsoft Consulting S.L. is bound to immediately transfer the support tasks to the developer once the contract with CAEsoft Consulting S.L. has been concluded.

8.4. Protection of the software

It is essential that the software be protected either through software or hardware. In each case, the developer will define which type of protection is of interest to him. CAEsoft Consulting S.L. will be strict as regards the protection of the software and in any event will defend the interests of the developer.

9.1. Mobile demonstration office

CAEsoft Consulting S.L. has a fully equipped mobile demonstration office (in Spain) which can rapidly go to any part of mainland Spain.

9.2. Attendance at fairs

CAEsoft Consulting S.L. will coordinate the attendance at the most important fairs in Spain and Chile among all the products which are represented. 65% of said attendance will be paid for by the software packages which are represented. The total cost for a fair such as EXPOCAD in Madrid, which lasts three days, is approximately US$12,500.00. The amount to be contributed by a specific developer would be approximately US$1,300.00. CAEsoft Consulting S.L. would coordinate the participation of each brand in each specific case.

9.3. Demonstrations

The costs of visits and demonstrations will be met by CAEsoft Consulting S.L.. The developer would be contacted for benchmarks or specific high level applications. If executing the benchmark implies great effort, the cost may not be generally assumed by CAEsoft Consulting S.L.

9.4. Technical articles in the press

CAEsoft Consulting S.L. will collaborate with the developer to insert technical articles in magazines which are considered relevant. The articles may be translated by CAEsoft Consulting S.L., but the developer and CAEsoft Consulting S.L. must pay 50% each of the cost of the translation.

9.5. Advertising inserts

The developer will have detailed information on publications, print-runs, reader-type and costs of an insert in the principal technical publications. 75% of an insert must be paid for by the developer, by providing the basic design thereof. The developer will work at all times in coordination with CAEsoft Consulting S.L. to achieve maximum effectiveness and subsequent profitability. The data of the developer and CAEsoft Consulting S.L. must appear in the advertisement.

9.6. Combined advertising inserts

In order to create synergy and minimize costs, CAEsoft Consulting S.L. will attempt to make combined inserts of several of the software and hardware products which are represented. In each case the financial contributions would be set by following the method of CAEsoft Consulting S.L. bearing 25% of the cost (the remainder would be distributed among the various products which appear in the advertisement). In this case CAEsoft Consulting S.L. pays for the design.

9.7. Publication of articles on the web

The developer will facilitate permission for CAEsoft Consulting S.L. to reproduce on its web site material which was published on the developer’s web site, basically articles on new improvements, application cases, tips for handling software and other things. In any event, work on preparing the translations of said articles and editing the insert on CAEsoft Consulting S.L.’s web site will be performed in a coordinated manner.

9.8. Publication of bulletins

Caesoft has a quarterly news bulletin on CAE that is widely circulated and is systematically sent to all the user and client base to date. Said bulletin includes practical and useful news and aims to give prestige to the CAEsoft guaranteed trademark and to be in permanent contact with our clients. Special bulletins may be prepared on specific products by prior agreement with the developers.

9.9. Mailings

CAEsoft Consulting S.L. systematically uses mailings by electronic mail, the principal basis for communication with our clients. Mailings by fax or by post are not used. Mailings by post are exclusively used in conjunction with the editions of the bulletin or the announcement of the summer courses.

9.10. Promotional training courses

CAEsoft Consulting S.L. systematically performs a campaign of annual promotional courses in the scope of the university, which are essentially focused on students who are preparing their dissertations or final year projects. These courses are held with the support of the developer and have very long-term profitability (two years). Most students attend these courses free of charge, together with two to four professionals who help to cover the expenses. CAEsoft Consulting S.L. will undertake these courses if the developer is interested and whenever the investment in the time and resources of CAEsoft Consulting S.L. is justified.

9.11. Demonstration Versions

It is very interesting to have demonstration material available to send it to prospective clients. CAEsoft Consulting S.L. is open to different solutions which may be provided by the developer. Both the advertising and the demonstration material will be prepared by the developer.

9.12. Publication and distribution of books

CAEsoft Consulting S.L.’s objective is not to distribute or publish books directly. For this purpose, we work with a specialist bookshop which takes charge of book distribution and publication.

10.1. Development projects

In the first instance the developer will always be depended upon for development projects which are specifically requested by users, by attempting to exploit his know-how and experience in the specific field to the full. CAEsoft Consulting S.L. is not a company focused on development, and only in exceptional cases, when the developer may not be able or may not want to tackle a job will it be involved in projects of this type.

10.2. Consultancy work

CAEsoft Consulting S.L. does not perform consultancy or engineering projects and only uses the software in the area of training, demonstration and support. The consultancy projects which might arise will be performed in contact with the developer. In this case, the same action would be taken as in development projects.

10.3. Translations

CAEsoft Consulting S.L. provides the developer with a translation service into Spanish which is adapted to the country of final use of the software. The cost and the time limit for performing the translation would be set for each case.