Terms Of Use

2d3 Ltd and Vicon Motions Systems

References are made to 2d3 Ltd throughout the interface and documentation of boujou and related product software. Form October 2008 these references are no longer valid since boujou and all boujou related products are developed and distributed by Vicon Motion Systems Ltd.

The user licenses agreement found in the file Software License Agreement.doc in this directory supersedes any other which may be found in any boujou or bullet documentation or software.

2d3 Ltd. and Vicon Motion Systems Ltd. are members of the Oxford Metrics Group of companies.

1. Definitions

"Acceptance" means a written acceptance issued by Vicon to the Customer of the offer constituted by the Order

"Customer" means any person placing an Order with Vicon for Goods, Software and/or services in accordance with these terms.

"Goods" means any software (including Software) or other equipment article or product to be sold to a Customer by Vicon pursuant to an Order.

"Order" means a request made by the Customer for the supply of Goods and/or a Software License.

"Vicon" means Vicon Motion Systems Limited.

"Price" means the price (exclusive of any relevant government duties and taxes) payable by the Customer in respect of the supply of Goods (not being Rental Goods).

"Quotation" means a (non-binding) price estimate (as revised or varied by Vicon from time to time) issued by Vicon to a potential Customer in respect of the supply of specified Goods. "Rental Charge" means the monthly rental charge set out in the relevant quotation in respect of Rental Goods;

"Rental Goods" means Goods (including Software) which are indicated on an Order accepted in writing by Vicon to be rented to the Customer.

"Software" means a machine readable version of Vicon’s proprietary computer software together with any technical manuals or instructions relating to the use of such Software.

"Software License" means the Customer's license to use the Software as set out in Vicon's standard software license terms from time to time.

"these terms" means these standard terms and conditions of sale including the Software License.

"Third Party Software" means computer software the proprietary interest in which is owned by a third party and which is used in conjunction with the Software or the Goods.

2. Application of terms

(a) These terms shall apply to any contract made or to be made between Vicon and the Customer. No variation, waiver or addition to these terms shall be binding upon Vicon unless it is in writing and signed by a duly authorised person on behalf of each of the Customer and Vicon.

(b) A contract made between Vicon and a Customer shall comprise these terms, the Order (incorporating all or such part of the Quotation as may be relevant), the Acceptance and (where applicable) the Software License. No other terms or conditions proposed by the Customer shall take effect unless Vicon specifically so agrees in writing.

3. Quotations and Orders

(a) Any Quotation given by Vicon shall be in writing or shall subsequently be confirmed in writing.

(b) No Quotation shall constitute an offer to contract with the potential Customer.

(c) Technical specifications relating to Vicon's products are available from Vicon on request. Only those technical specifications expressly set out or referred to in a Quotation shall be deemed to be incorporated in a contract between Vicon and the Customer.

(d) An Order (whether or not in response to a Quotation) shall upon receipt by Vicon constitute an offer made by the Customer to Vicon subject to these terms and to the provisions of Vicon's standard Software License from time to time (as varied, if applicable, in accordance with clause 2(a)).

(e) Each Order shall specify the Customer's requirements (whether by reference to the details set out in the Quotation or otherwise) as to all or such of the following as are relevant: (i) the Goods;
(ii) the Software and the Third Party Software; An Order shall (in the absence of any contrary stipulation) be deemed to incorporate the price stated in the most recent Quotation issued by Vicon to the Customer (as subsequently revised or varied).

(f) An Order shall be binding on Vicon only if it is accepted by Vicon in writing.

4. Prices

(a) All prices stated in Quotations shall be in pounds sterling unless otherwise indicated in the Quotation and are (unless otherwise specified) exclusive of carriage, insurance and all relevant government duties and taxes relating to the supply of the Goods and/or connected with the payment of fees under the Software License, for which the Customer acknowledges that it will remain liable in any event.

(b) The price stated in any Quotation is subject to variation by Vicon at any time.

(c) If, following receipt by Vicon of an Order and prior to issue of an Acceptance, Vicon becomes unable or unwilling to supply the Goods for the price stated in the relevant Quotation (including any revision to or variation thereof issued by Vicon prior to its receipt of the Order), Vicon shall notify the Customer of such fact and of such revised price at which Vicon is willing to supply such Goods to the Customer. The Quotation shall be deemed to be revised in accordance with such notification and the Customer shall either confirm its Order on the revised terms or withdraw the Order.

(d) At any time after issue of the Acceptance until the invoice for the Goods is issued, Vicon reserves the right to vary the Price to reflect any increase in cost to Vicon of components imported from outside the United Kingdom (whether or not they reflect changes in exchange rates or government duties or taxes) or to take account of any other increases in costs including without limitation supplies, materials, labour, operation or transport PROVIDED THAT in the event of any such variation in Price the Customer shall be entitled to cancel the Order within 14 days of being notified of the change and where such Order is cancelled each party shall be discharged from any further liability to the other in relation to the Order. If the Customer does not cancel the Order, such increased price shall be deemed to be the Price for the purposes of these terms.

(e) After issue of the Acceptance the Customer shall have no right to vary its Order. If the Customer subsequently requests any modification of or variation to the specification of the Goods, Vicon shall at its sole discretion either agree to or refuse such request. Any such agreement shall be in writing and shall specify any change to the Price which is consequent upon such modification or variation. The Customer shall be entitled to withdraw its request for a modification of or variation to the specification of the Goods if the Price would as a result be increased (provided that such withdrawal is received by Vicon within 5 working days of Vicon's written agreement to the modification or variation), and if the Customer does so withdraw its request the contract shall continue in effect incorporating the original specification of the Goods and/or the Software.

5. Payment - non-Rental Goods

Payment for the Goods (other than Rental Goods), the grant of a Software License and the grant of a license to use Third Party Software (or such of the same as are relevant to the applicable contract) shall be made as follows:

(a) upon submission by the Customer of the Order, the Customer shall pay to Vicon in cash or by cheque (or by such other means as Vicon may direct) and against delivery of an invoice in respect of such sum the full Price.

(b) 20% of the full Price made pursuant to clause 5(a) shall be non-refundable (the Non-refundable Deposit) save in the following circumstances:
(i) the Order is cancelled by the Customer in accordance with clause 4(d) whereupon Vicon shall refund all monies received pursuant to clause 5(a) subject to the deduction of any costs and expenses incurred by Vicon in performing its obligations under these terms prior to such cancellation; or
(ii) any requisite export license is not obtained whereupon the provisions of clause 10(c) shall apply; or
(iii) the performance by Vicon of its obligations becomes impossible due to an event of Force Majeure whereupon the provisions of clause 16(b) shall apply;

6. Payment – Rental Goods

Payment for the Rental Goods (if any), the grant of a Software License and the grant of a license to use Third Party Software in respect of Rental Goods shall be made as follows:

(a) in respect of every month during the period of rental, the Customer shall pay in advance the Rental Charge set out in the relevant Quotation;

(b) IMPORTANT: RENTAL GOODS CONTAIN A MONTH-BASED TIMELOCK. WHERE A CUSTOMER PAYS THE RENTAL CHARGES ON TIME (AS REQUIRED BY THESE TERMS), Vicon WILL SEND TO THE CUSTOMER EACH MONTH A KEY WHICH, WHEN USED AS INSTRUCTED BY Vicon, WILL ALLOW THE CUSTOMER TO RE-ACTIVATE SOFTWARE COMPRISED IN RENTAL GOODS. WHERE A CUSTOMER DOES NOT ENSURE VICON RECEIVES TIMELY PAYMENT, THE TIMELOCK WILL AUTOMATICALLY DE-ACTIVATE THE SOFTWARE. DEACTIVATION SHALL NOT CONSTITUTE A BREACH OF THESE TERMS NOR GIVE RISE TO ANY LIABILITY ON THE PART OF VICON.

(c) If the Customer makes a late payment following de-activation, Vicon may in its discretion send a key permitting or re-activation, without prejudice to its rights under clauses 7(c) and (d).

(d) If the Customer has made payment of all Rental Charges, but believes it has not received the "key" to re-activate the Software, the Customer shall notify Vicon of the position. Vicon shall not be in breach of these terms, or otherwise liable to the Customer, for any non-receipt of a "key" unless notified in good time by the Customer.

(e) The Customer shall have the option to cease renting Rental Goods and to purchase them outright at Vicon's list price from time to time. To do so, the Customer shall notify Vicon in writing of its intention to do so, and Vicon shall issue a Quotation stating the Price. The Price shall be the list price of Vicon from time to time less Rental Charges (pre-tax) in respect of the immediately preceding 4 months (to the extent paid as required hereunder). The balance shall be the "Price" in respect of the relevant Goods, which shall cease to be Rental Goods as of the date when the Price (or the first instalment thereof) is received by Vicon. For the avoidance of doubt, in respect of Goods which have ceased to be Rental Goods under this sub-clause, Clause 8 (Delivery) shall not apply and the Customer shall not have any further rights of inspection or rejection under clause 11 (Inspection).

(f) Either party may terminate these terms to the extent they relate to Rental Goods by giving thirty days prior written notice to the other party.

(g) Vicon may increase the Rental Charges at any time on sixty days prior written notice to the Customer.

7. Payment - General

In respect of any Goods (whether Rental Goods or otherwise):

(a) the Customer shall not be entitled to withhold or set off payment of any part of the Price or Rental Charge for any reason whatsoever;

(b) invoices shall be paid within thirty days of issue;

(c) without prejudice to any other rights of Vicon, Vicon reserves the right to charge the Customer interest on a daily basis at National Westminster Bank plc's base rate from time to time plus 4% on all amounts due and payable under these terms;

(d) if Vicon shall in good faith consider that the financial condition of the Customer at any time does not justify continuation of production or delivery on the terms of payment originally agreed, then Vicon may (without prejudice to any other right or remedy available to it and without incurring any liability to the Customer whatsoever) suspend production and/or delivery and require full or partial payment in advance as a condition of continuing production and/or delivery.

(e) Vicon shall have the right to terminate any Order (and any related license including that set out in the Software License) on written notice to the Customer having immediate effect if the Customer shall fail to make any payment due to Vicon by the appropriate date.

8. Delivery

(a) All costs associated with delivery of the Goods to the Customer’s premises shall be borne and paid by the Customer.

(b) Vicon shall endeavour to meet the agreed delivery date or dates but time shall not be of the essence and Vicon shall not be liable for any loss arising out of any delay in delivery.

(c) Any delay in delivery requested by the Customer is subject to the prior consent in writing of Vicon. Any additional costs incurred by Vicon as a result of such delay shall be paid by the Customer.

(d) Delivery of the Goods shall take place at the premises of Vicon when the Customer (or any carrier as agent for the Customer) collects the Goods (or on such date as Vicon has informed the Customer that the Goods are ready for collection and the Customer has failed to collect the Goods) and risk shall pass on the date of such collection by the Customer (or the date of such failure to collect).

(e) Without prejudice to clause 8(d) Vicon may, at the request and cost of the Customer arrange and/or provide carriage of the Goods from Vicon's premises to such place as the Customer may direct. In such circumstances Vicon shall act as agent for the Customer and the Customer will indemnify and keep indemnified Vicon against all costs and liability relating to the carriage of the Goods on behalf of the Customer.

(f) If the Customer for whatever reason wishes to cancel the contract relating to the supply of Goods after the issue of an Acceptance but prior to delivery of the Goods, the Customer shall in no circumstances be entitled to a refund of any part of the Non-refundable Deposit. Vicon's costs in designing and implementing the specification of the relevant Goods to the Customer's requirements shall be recouped from such Non-refundable Deposit.

9. Title

(a) In respect of Rental Goods, title in the Goods shall at all times remain vested exclusively in Vicon (and it licensors) unless the Customer exercises its option to purchase as set out in clause 6(e) above, in which case sub-clause 9(b) will apply.

(b) Notwithstanding delivery of the Goods and/or Software License, and subject to sub-clause 9(a), the property in each item of the Goods shall remain with Vicon until receipt by Vicon of payment in full of the Price in accordance with clause 5 together with any other sums then due and payable by the Customer to Vicon.

(c) Until receipt by Vicon of payment in full of the Price (and any other such sums) and, in respect of Rental Goods, for so long as they remain Rental Goods, the Customer shall:
(i) ensure that the Goods are stored separately or marked so that they may be readily identified as the property of Vicon;
(ii) keep the Goods in its possession and control and intact and in a good state of repair and condition (fair wear and tear only excepted);
(iii) not remove the Goods from the location to which they have been delivered;
(iv) keep the Goods free from any charge, pledge, lien or other encumbrance and from any distress, execution or other legal process;
(v) upon request inform Vicon of the precise whereabouts of the Goods and procure that Vicon shall have access to the Goods at all times on reasonable notice;
(vi) not sell, assign, hire or let the Goods or any interest therein.

(d) If the Customer is in breach of any of these terms or any other terms forming part of the contract between it and Vicon, or if prior to payment in full for the Goods an event listed in clause 13(a) occurs, Vicon is hereby authorised (without prejudice to any other rights available to it) to enter the Customer’s premises and remove the Goods (and to take whatever steps are reasonably necessary to effect such entry and removal).

(e) Vicon is hereby authorised at any time prior to passing of title to the Goods to the Customer in accordance with these terms to enter the Customer's premises on reasonable notice for the purpose of ensuring that the provisions of clause 9(c) are being complied with.

(f) If Vicon exercises its right under this clause 9 to recover the Goods, Vicon shall repay to the Customer all sums paid by the Customer to Vicon less:
(i) the Non-refundable Deposit; and (ii) all costs incurred by Vicon in recovering possession of the Goods; and
(iii) any depreciation in the value of the Goods (arising for whatever reason) occurring after delivery of the Goods to the Customer.

(e) On termination of any Order in respect of Rental Goods (including under clause 6(f)), the Customer shall immediately cease all use of the relevant Rental Goods and shall, at the Supplier's option, either destroy or return all copies (stored on whatever medium) of such Rental Goods within three days of the date of termination.

10. Import and Export Licenses

(a) The Customer is responsible for obtaining and shall apply for all import licenses and any other permits required by either the authorities of the country in which the Goods are to be located or any other country through or over which the Goods are to be transported and hereby indemnifies Vicon for all losses liabilities and damages incurred by Vicon in respect of Goods shipped or carried without valid import licenses or other requisite permits.

(b) Vicon shall not be liable for any loss arising from any delay in the Customer obtaining necessary import licenses or other requisite permits.

(c) Vicon shall apply for any appropriate export license required by the United Kingdom authorities and delivery of the Goods shall be conditional on such license being issued. Vicon shall have no liability in respect of any delay in obtaining, or failure to obtain, such license. In circumstances where it has not proved possible to obtain a requisite export license from any applicable United Kingdom authority, Vicon shall repay to the Customer any relevant sums paid by it to Vicon less any costs or expenses incurred by Vicon in attempting to obtain such requisite export license.

11. Inspection of Goods

(a) The Customer shall inspect the Goods on arrival at the Customer’s premises and shall inform Vicon by notice in writing of any damage to the Goods or of any patent discrepancy between the Goods and their agreed specification (which is or should be apparent from such inspection) within seven days of such arrival following which Vicon shall be given reasonable opportunity by the Customer to inspect the Goods concerned.

(b) Vicon shall not be liable in respect of such damage or discrepancy which arose as a result of or is the consequence of the carriage of the Goods. In any other case, Vicon shall not be so liable unless written notice of such damage or discrepancy has been received by Vicon within seven days of delivery of the Goods.

12. Exclusion of Liability

(a) Vicon shall not be responsible for any damage injury or loss whether in contract or tort arising out of or in connection with the purchase or operation of the Goods save to the extent that such damage, injury or loss is caused by any negligence on the part of Vicon or its servants, agents or employees and in such circumstances Vicon’s liability in relation to such damage, injury or loss shall be limited to a sum equal to the Price or, in respect of Rental Goods, to the Rental Charges paid or payable to Vicon in the twelve months immediately preceding the event giving rise to liability (as appropriate).

(b) Nothing in these terms shall be deemed to exclude or limit, or attempt to exclude or limit, any liability of Vicon
(i) for death or personal injury resulting from the negligence of its employees or officers
(ii) for fraudulent misrepresentations, or
(iii) for breach of any condition or warranty as to title or quiet enjoyment implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982, or
(iv) any other liability which cannot under applicable law be excluded or limited by agreement.

(c) Without limiting the general application of sub-clause (a), and subject to sub-clause (b), Vicon shall not be responsible for any damage, injury or loss arising out of the Customer's use of data generated by or as a result of the use of the Software for the purpose of controlling or regulating any motion control rig or other apparatus. It is the Customer's responsibility to ensure that the use of such data is undertaken properly and safely and that proper safety procedures apply to the operation of any such motion control rig or other apparatus.

(d) Subject to sub-clause 12(b), in no circumstances shall Vicon be liable for:
(i) loss of profits;
(ii) loss of sales;
(iii) loss of opportunity;
(iv) loss of data; (v) loss of use of the Goods; or
(vi) indirect or consequential loss or damage suffered by the Customer whether arising in contract, tort (including negligence) or otherwise, whether Vicon is advised of the possibility of any such losses being incurred or not and whether any such losses are reasonably foreseeable or otherwise.

13. Withholding or Suspension

(a) Without prejudice to any other provision of these terms, Vicon reserves the right to withhold or suspend delivery of the Goods and/or Software on the occurrence, or (in Vicon's reasonable determination) the imminent occurrence, of any of the following events:
(i) an encumbrancer takes possession or a receiver administrator or administrative receiver trustee or similar officer is appointed over any part of the assets of the Customer;
(ii) a distress or execution is levied on or issued against any of the Customer's property and is not paid or discharged within seven days after such levy or issue;
(iii) a petition is presented or notice given of a resolution to wind-up the Customer (otherwise than for the purposes of reconstruction or amalgamation); or
(iv) the Customer makes an arrangement or composition with its creditors or commits any act of bankruptcy.

(b) Such withholding or suspension by Vicon in accordance with sub-clause 13(a) shall not constitute a breach of these terms and shall continue until such time as Vicon shall have received or is satisfied that it shall receive lawful and clear payment in full for the Goods in accordance with clause 5 or that the relevant event giving rise to the withholding or suspension has terminated or has otherwise been discharged.

14. Software

(a) Any supply of Software to the Customer shall also be subject to the terms of the Software License.

(b) The supply of the Goods shall not in itself grant any right to use any of the Software or transfer any intellectual property or other similar rights in respect of the same.

(c) In circumstances in which Third Party Software is to be used in connection with the Goods, Vicon shall procure that the Customer shall be granted a license to use any such Third Party Software and the Customer's use of such Third Party Software shall be subject to the terms of such license in addition to the Software License. Terms relating to Third Party Software are available from Vicon on request.

15. Intellectual Property Rights

(a) Vicon (its relevant affiliated company and third party licensors) reserves and retains full ownership of and interest in all inventions, designs, copyrights, processes and any other intellectual property rights of whatever nature relevant to the Goods and Software. Copyright in all drawings, specifications and manuals created or issued by or on behalf of Vicon belongs to Vicon and is confidential. The Customer may not reproduce the same or divulge the same to any third party without Vicon's prior written consent.

(b) If any of the Goods or the Software have been designed, manufactured or processed either wholly or in part to the Customer's specification the Customer hereby indemnifies Vicon for all loss, damage, expense and cost arising from all claims relating to any infringement of patent, design right or copyright in respect of the Goods or the Software.

(c) The Customer shall inform Vicon promptly in the event of it receiving a claim or otherwise becoming aware of any allegation by a third party that use of the Goods and/or the Software infringes the rights of such third party. The Customer shall make no admission in respect thereof.

16. Force Majeure

(a) If Vicon's ability to perform its obligations under these terms is limited, delayed or prevented in whole or in part by any reason whatsoever not reasonably within its control including without limitation fire, storm and tempest, war, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, civil strife, strikes and/or industrial disputes or by any law, rule, regulations, order or other action by any public authority, transportation delays or the refusal or delay in granting any necessary export or import license or other permit, Vicon shall be excused, discharged and released without penalty from performance of its obligations under these terms to the extent that such performance is so limited, delayed or prevented.

(b) In the event that part of the Goods have been delivered, these terms become impossible to perform for reasons not reasonably within Vicon's control, Vicon's liability shall be limited to repayment to the Customer of any relevant sums paid by it to Vicon less any costs or expenses incurred by Vicon in relation to the performance of its obligations under these terms before such event(s) rendering performance impossible.

17. Assignment

(a) Neither this agreement nor any of the rights or obligations hereunder shall be assigned to any third party by the Customer without the prior written consent of Vicon.

(b) If the Customer wishes to lease or finance the purchase of the Goods through a third party then Vicon may (at its sole discretion) allow the Customer to transfer the obligations of payment contained in Clause 5 to such third party with the prior written approval of Vicon in which event the title to the Goods shall pass to the transferee upon receipt by Vicon in full of all monies due and payable under clause 5.

18. Severability

If and to the extent that any of these terms is wholly or partly illegal, void or unenforceable then such provision or offending part thereof shall be severable from the remaining provisions or part which shall remain in full force and effect.

19. Distributors

(a) It is acknowledged that the person placing an Order with Vicon for Goods, Software and/or services may be a distributor of Vicon (for the purposes of this clause, a "distributor"). In such circumstances, these terms shall be applicable to the relevant contract (and the distributor shall be the "Customer" for the purposes of these terms) subject to the following revision:
(i) the distributor shall designate an end user which is to be the party to the Software License (if any), and shall procure that such end user enters into an acknowledgement as required by Vicon of the terms of the Software License.

(b) Vicon may, in its absolute discretion, permit the distributor to sell the Goods to an end user prior to receipt by Vicon of payment in full of the Price. Such permission shall be evidenced by written notice from Vicon to the distributor, following delivery of which:
(i) the obligation on the distributor to keep the Goods in its possession (pursuant to clause 9(c)(ii)) which would otherwise apply shall not be operative;
(ii) clause 9(c)(vi) shall not apply to the distributor. In such circumstances, the distributor shall sell the Goods to an end user only on terms that title to the Goods shall not pass to such end user until the distributor as mercantile agent has received payment in full of all monies owing from the end user, and incorporating a term equivalent to clause 9(d) permitting Vicon on behalf of the distributor to enter the end user's premises and effect removal of the Goods. Until such payment is made Vicon reserves the right to recover payment for the Goods direct from the end user. The distributor's right of resale may be terminated by Vicon upon oral or written notice to the distributor immediately if the distributor defaults in payment to Vicon of any sum when due and shall automatically cease upon the occurrence of an event listed in clause 13(a) in relation to the distributor (or an event of equivalent effect occurs under the applicable jurisdiction).

20. Waiver

Waiver of any breach by the Customer of any part of these terms shall not operate as a waiver of any further or subsequent breach.

21. Applicable Laws

The contract between Vicon and the Customer shall be governed and construed in all respects in accordance with the Laws of England and both parties submit to the non-exclusive jurisdiction of the English Court.

Software License

This is a legal agreement between you (the "User") and Vicon Limited (the "Supplier"), in relation to the download of the Software (the "Software"), from www.Vicon.com (the "Vicon Website"). By downloading, installing and/or using the Software, the User agrees to be bound by this agreement. If the User does not wish to be bound by this agreement, it may not download, install and/or use the Software. The Supplier may change the terms and conditions upon which the Software is provided from time to time, and such changes will apply to future downloads of the Software. The current terms and conditions shall be available on this page whilst the Software is available for download. The User should print and keep a copy of these for future reference.

1. License

(a) The Supplier grants the User a personal, non-exclusive, non-transferable license to use the Software, in accordance with the terms of this Agreement.

(b) The User purchasing a node locked license may only use the Software on a single stand-alone computer, although the User may keep a single back-up copy of the Software on another computer.

(c) The User purchasing a network license may only use the Software on stand-alone computers up to the number of license(s) purchased. In addition, the User may keep a single back-up copy of the Software on another computer.

(d) The User may only use the Software for its internal business purposes or its own private use. The User may not use the Software for or on behalf of anyone else (which includes operating any form of facility on behalf of anyone else or operating a software bureau service) or allow anyone else to access or use the Software.

2. Fees

The fee (which includes all taxes) for the license to use the Software is set out on the Vicon Website. Payment shall be made on download of the Software, through the Supplier's payment solutions provider, SecPay (or its replacement).

3. Intellectual Property Rights

All intellectual property rights in the Software are owned by, and shall at all times remain vested in, the Supplier or its licensors and are protected by UK copyright laws, international treaty provisions and other applicable national laws. The User undertakes not to alter or remove any copyright, trademark and other proprietary notices from, and not to add any proprietary notices to, the Software.

4. Further Restrictions

The User may not loan, rent, lease or sub-license the Software or any copy of it. The User may not make any copies of the Software, except that it may make one copy of the Software, for back-up purposes only, provided that the use of that copy shall be subject to the terms of this agreement. The User must not reverse engineer or decompile the Software save to the extent that it is allowed to do so under applicable law notwithstanding any contractual prohibitions. The User may not use the Software for an unlawful purpose.

5. Limited Warranty

The Supplier warrants that for a period of 3 months after the Software is downloaded from the Vicon Website, the Software when used on appropriate hardware and in accordance with the Supplier's instructions will in all material respects conform to the descriptions contained in help files provided with the Software. The User must notify Supplier of any breach of this warranty within 3 months after the Software is downloaded by the User.

6. No Other Warranties

Save as expressly provided otherwise by this agreement, no conditions, warranties, representations or other terms apply with respect to the Software (including any such terms as to quality, performance, suitability or fitness for purpose).

7. Limitation of Liability

(a) Subject to sub-clause 7(b), the Supplier shall not be responsible for any damage injury or loss whether in contract or tort arising out of or in connection with the purchase or operation of the Software save to the extent that such damage, injury or loss is caused by any negligence on the part of the Supplier or its servants, agents or employees and in such circumstances the Supplier’s liability in relation to such damage, injury or loss shall be limited to a sum equal to the price paid or payable to the Supplier in respect of the Software.

(b) Nothing in these terms shall be deemed to exclude or limit, or attempt to exclude or limit, any liability of the Supplier
(i) for death or personal injury resulting from the negligence of its employees or officers;
(ii) for fraudulent misrepresentations; (iii) under Part I of the Consumer Protection Act 1987;
(iv) for breach of any condition as to title or quiet enjoyment implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982; or
(v) any other liability which cannot under applicable law be excluded or limited by agreement.

(c) Subject to sub-clause 7(b), in no circumstances shall the Supplier be liable for:
(i) loss of profits; (ii) loss of sales;
(iii) loss of opportunity; (iv) loss of data;
(v) loss of use of the Software; or
(vi) indirect or consequential loss or damage suffered by the User whether arising in contract, tort (including negligence) or otherwise, whether the Supplier is advised of the possibility of any such losses being incurred or not and whether any such losses are reasonably foreseeable or otherwise.

FOR USERS WHO ARE CONSUMERS, NOTHING IN THIS AGREEMENT WILL AFFECT THEIR STATUTORY RIGHTS.

8. User Remedies

The User’s sole remedy for breach of any warranty or other term contained in this agreement shall be, at the Supplier’s option, either return of the amount received by the Supplier for the license of Software under this agreement or repair or replacement of the Software with one that does meet the Supplier’s limited warranty.

9. Termination

The User’s license to use the Software automatically terminates if the User fails to comply with any provisions of this agreement.

10. Other Terms

(a) No term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement, except that a company in the same corporate group as the Supplier shall have the benefit of and the right to enforce all provisions of this Agreement which benefit and/or are enforceable by the Supplier.

(b) This agreement sets out all of the terms that have been agreed between the Supplier and the User in relation to the subjects covered by it. Subject to clause 7(b)(ii), no other representations or terms shall apply to form part of this agreement.

(c) The User may not sub-license, assign or otherwise deal with any of its rights under this agreement. The Supplier may transfer the benefit and/or burden of this agreement, at any time.

(d) In the event of any provision of this agreement being held to be void, voidable or unenforceable this shall not affect the validity or enforceability of any other provision of this agreement or of the remainder of this agreement as a whole.

(e) No waiver by the Supplier shall be construed as a waiver of any proceeding or succeeding breach of any provision.

11. Applicable Law

This agreement is governed by English law and both parties submit to the non-exclusive jurisdiction of the English Court.