ABATIS UK WEBSITE T&C
STANDARD TERMS AND CONDITIONS
Abatis (UK) Limited (“Abatis,” “our,” “we,” or “us”) having a registered address at The Woodstock, 12 Kestrel Close, Ewshot, Farnham, Surrey, GU10 5TW, United Kingdom, provides cyber security products and services to users around the world. You agree to our Terms and Conditions (“Terms”) by installing, accessing, or using our products, apps, services, features, software, or website (together, “Services”).
IF YOU DO NOT AGREE TO THE TERMS OF THIS END USER LICENSE AGREEMENT AND THESE TERMS OF SERVICE (COLLECTIVELY, “AGREEMENT”), DO NOT DOWNLOAD, INSTALL, OR USE ANY ABATIS SOFTWARE APPLICATIONS OR SERVICES, INCLUDING THE ABATIS WEBSITE (“WEBSITE”).
BY DOWNLOADING, INSTALLING, OR USING ANY ABATIS SOFTWARE APPLICATIONS OR SERVICES, YOU AGREE TO ABIDE BY AND COMPLY WITH THIS AGREEMENT, AND YOU AFFIRM THAT YOU EITHER ARE OVER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE, ARE AN EMANCIPATED MINOR, OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT, AND THAT YOU ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THIS AGREEMENT.
This Agreement governs your use of Abatis products and services (“Services”), such as HDF and CMC, the Abatis Website, and other Abatis software applications (“Applications”). This Agreement is between Abatis (UK) Ltd. and its affiliates (“Abatis”) and the legal entity you represent by signing up for any Service, using the Service, or downloading, installing, or using any Application (“You”). If You are an individual entering this Agreement on behalf Your company, You represent and warrant that You have the authority and are competent to do so and agree with terms and conditions of this end user license agreement.
The following terms and conditions (“the Conditions”) are the terms on which Abatis (UK) Ltd. (“the Company”) sells products and services to customers and supersede all other terms and conditions used by the Company.
1. Orders, price and payment
1.1 No contract shall come into existence until the Company confirms the order for Goods in writing.
1.2 The price (exclusive of VAT) for the Goods (“the Price”) shall be the quoted price of the Company and payment of the Price shall be made by the Buyer within the period specified in the proposal or a maximum of 30 days of the date of the invoice for the Goods and time for payment shall be of the essence.
1.3 If the Price is not paid by the Due Date the Buyer will be liable to an additional payment of reasonable liquidated damages. Interest shall accrue both before and after any court judgment on the unpaid portion of the Price at the rate of eight per cent above the base rate from time to time of Barclays Bank PLC.
1.4 Any cancellation of any order by the Buyer must be in writing and agreed as cancelled also in writing by the Company. In case of any cancellation, the Buyer may be released from its obligations under the contract after payment of a sum for reasonable liquidated damages.
The description and quantity of the Goods to be sold (“the Goods”) shall be as set out in the quotation provided by the Company to the Buyer (“the Quotation”).
The Company shall deliver the Goods to the Buyer’s address and on the date as both are shown on the Quotation. Time shall not be of the essence for delivery. The Buyer shall make all necessary arrangements to take delivery of the Goods on the day notified by the Company for delivery.
The Company must be advised in writing by recorded delivery of any defects in the Goods as soon as they are discovered by the Buyer who shall be deemed to have accepted the Goods if they have not been rejected on or before the seventh day after delivery. The Buyer shall not be entitled to reject the Goods in whole or in part thereafter.
5. Title and risk
The Goods shall be at the risk of the Buyer following delivery and, notwithstanding delivery, title in the Goods shall not pass to the Buyer until the Buyer has made payment of all sums owing to the Company failing which the Company shall have the right to repossess or otherwise recover the Goods. Specific End User License Agreements (EULA) relating to the provision of the Company’s software products forms part of this set of Terms and Conditions and is attached at Annex A.
6. Limitation of liability
6.1 Save in respect of personal injury or death due to any negligence, the Company shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect in the Goods.
6.2 Without prejudice to Condition 6.1 the Company shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from this Agreement.
7. Set off and counterclaim
The buyer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set-off or counterclaim which the buyer may have or allege to have or for any reason whatsoever.
8. Force majeure
The Company shall not be liable for any default due to any circumstance beyond the reasonable control of the Company including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake or shortage of supply.
9.1 If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
9.2 The Company may without the consent of the Buyer sub-licence its rights or obligations or any part of these Conditions.
9.3 The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.
Notwithstanding any other provision of this agreement, nothing herein shall confer or is intended to confer a benefit on any third party for the purpose of the Contract (Rights of Third Parties) Act 1999 or for any other purpose.
11. Entire agreement
Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.
12. Governing law and jurisdiction
The laws of England and Wales shall govern this Agreement and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
Annex A – End User License Agreement
END-USER LICENSE AGREEMENT FOR HARD DISK FIREWALL (HDF) AND CENTRAL MANAGEMENT CONSOLE (CMC)
IMPORTANT-READ CAREFULLY BEFORE OPENING, INSTALLING, USING, ACCESSING, OR MANIPULATING THE SOFTWARE:
This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) ("you", "your", or "Licensee") and Abatis (UK) Ltd.
("Licensor") for the software product identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT" or "SOFTWARE"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use the SOFTWARE PRODUCT.
SOFTWARE PRODUCT LICENSE
The SOFTWARE PRODUCT is protected by UK copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
1. GRANT OF LICENSE.
You are permitted to install and use the SOFTWARE in machine-readable form only and solely on a single computer provided by you, solely for the purposes described in the applicable Licensor documentation. Any components of the SOFTWARE explicitly designed to reside and operate from a server, may be installed on a single server solely on your premises, and any client component is to be installed on as many clients as user licenses purchased and described in the applicable Licensor documentation.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
You may not reverse engineer, decompile, translate, disassemble, or otherwise attempt to derive source code from the SOFTWARE PRODUCT, or authorize any third party to do any of the foregoing except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer. You may not rent, lease, loan, or distribute the SOFTWARE PRODUCT or any part thereof.
Software Transfer. You may not transfer your license of the Software to a third party.
Termination. Without prejudice to any other rights, Licensor may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.
All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by Licensor or its suppliers. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.
Licensee agrees that some of the implementation methods used in the SOFTWARE PRODUCT is the intellectual property of Licensor.
4. DISCLAIMER OF WARRANTIES.
ANY USE OF THE SOFTWARE IS AT YOUR OWN RISK.THE SOFTWARE IS PROVIDED "AS IS," "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND. LICENSOR, ITS SUPPLIERS AND DISTRIBUTOR DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE DISCLAIMER OF IMPLIED WARRANTIES ABOVE MAY NOT APPLY TO LICENSEE, IN WHICH CASE THE DURATION OF ANY SUCH IMPLIED WARRANTIES IS LIMITED TO sixty (60) DAYS FROM THE DATE LICENSEE FIRST INSTALLED THE SOFTWARE ON LICENSEE'S COMPUTER; PROVIDED, HOWEVER, THAT LICENSEE'S SOLE AND EXCLUSIVE REMEDY, AND LICENSOR'S SOLE OBLIGATION SHALL IN ANY CASE BE THAT LICENSOR WILL, AT ITS OPTION, REPAIR OR REPLACE LICENSEE'S COPY OF THE SOFTWARE, OR TERMINATE THIS LICENSE AGREEMENT AND REFUND AMOUNTS ALREADY PAID THEREFOR BY LICENSEE.
Some States, Provinces, or other jurisdictions do not allow for exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion or limitation may not apply to Licensee. Licensee may have other rights which vary from state to state, Province to Province, or in other jurisdictions.
Licensor does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free. Any representation, other than the warranties set forth in this Agreement, will not bind the Licensor. You assume full responsibility for the selection of the Software to achieve your intended results, and for the buying or downloading, use and results obtained from the Software. Licensee also assumes the entire risk as it applies to the quality and performance of the Software.
5. LIMITATION OF LIABILITY.
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, TO THE EXTENT PERMITTED BY THE LAW OF THE JURISDICTION IN WHICH LICENSEE OBTAINED THIS LICENSE, LICENSOR, ITS SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY CHARACTER, INCLUDING BUT NOT LIMITED TO DAMAGES FOR COMPUTER MALFUNCTION, LOSS OF INFORMATION, LOST PROFITS AND BUSINESS INTERRUPTION, AND THE COST TO OBTAIN SUBSTITUTE SOFTWARE, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF (OR INABILITY TO USE) THE SOFTWARE HOWEVER CAUSED AND WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF LICENSOR, ITS SUPPLIERS DISTRIBUTOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR'S, ITS SUPPLIERS' OR DISTRIBUTOR'S TOTAL LIABILITY TO LICENSEE RELATING TO THIS AGREEMENT OR THE USE (OR INABILITY TO USE) THE SOFTWARE EXCEED THE AMOUNT PAID BY LICENSEE TO LICENSOR OR LICENSOR'S DISTRIBUTOR FOR THIS LICENSE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO LICENSEE. LICENSOR, ITS SUPPLIERS AND DISTRIBUTORS SHALL NOT BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE SOFTWARE. LICENSOR, ITS SUPPLIERS AND DISTRIBUTORS WOULD NOT PROVIDE THE SOFTWARE TO LICENSEE IF LICENSEE DID NOT AGREE TO THE "DISCLAIMER OF WARRANTIES" AND "LIMITATION OF LIABILITY" PROVISIONS IN THIS AGREEMENT.
(c)Abatis (UK) Ltd. All rights reserved.
Protected by copyright and licenses restricting use, copying, distribution and decompilation. Abatis (UK) Ltd., Abatis, HDF and CMC are trademarks of Abatis in UK, Switzerland and other countries.
For questions concerning this Agreement, please contact Abatis (UK) Ltd. at:
6. Contacting Abatis
Questions can be e-mailed to us at firstname.lastname@example.org
You can also contact us by post using the contact address at our homepage: http://www.abatis-hdf.com