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8.7. The Client is not entitled to pledge or in any way charge by way of security for any indebtedness any hardware and/or software which remain the property of Digital Detective Group (or its licensor) but, if the Client does so, all moneys owing by the Client to Digital Detective Group shall (without prejudice to Digital Detective Group’s other rights and remedies) become immediately due and payable.
9. Confidentiality
9.1. Each of the parties to this agreement undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this agreement save that which is:
9.1.1. Trivial or obvious;
9.1.2. Already in its possessions other than as a result of a breach of this clause; or
9.1.3. In the public domain, other than as a result of a breach of this clause.
9.2. Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 8.1 above by its employee’s agents and sub-contractors.
10. Warranties
10.1.
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All hardware and/or software are supplied on and subject to the terms and conditions of warranties and licences of the original manufacturers and/or licensors. Digital Detective Group will pass on to the Client the benefit of any guarantees or indemnities given to it by its supplier. Any software supplied is not warranted to operate error-free or on an uninterrupted basis.
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10.2.
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Digital Detective Group makes no warranty as to the description, quality, fit for purpose, suitability or otherwise of any hardware and/or software supplied. Digital Detective Group accepts no responsibility for any loss or damage, arising directly or indirectly, from the use of any hardware and/or software supplied by it, including any loss arising by reason of any failure of the hardware and/or software to comply with any specifications provided by the Client.
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10.3.
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Digital Detective Group warrants that all services provided under this Contract will be provided with reasonable skill and care.
10.4.
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Except as otherwise expressly provided, and except where the Client deals as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.5.
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Where the hardware and/or software are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Client are not affected by these Terms.
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11. Returns
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11.1.
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Digital Detective Group operate a returns policy for USB licence keys within 7 days of purchase which carries a full refund, less Digital Detective Group’s actual shipment and re-stocking charge. Once software has been installed, unless in Digital Detective Group’s reasonable opinion there is a fault with the software, Digital Detective Group operate a no returns policy.
12. Defects
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12.1.
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Digital Detective Group reserves the right, at its sole discretion (acting reasonably), to determine whether any hardware and/or software is defective. Defective hardware and/or software will, at Digital Detective Group’s option, be replaced or rectified. The Client will have no claim in respect of any breach of warranty that should have been apparent on a reasonable visual examination of the hardware and/or software supplied. All associated transport charges for delivery to Digital Detective Group are the responsibility of the Client. The Client is not entitled to terminate the Contract as a result of any defects discovered in any delivery.
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13. Limitation of Liability
13.1.
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Except in respect of death or personal injury caused by Digital Detective Group’s negligence (for which there shall be no limit on liability) Digital Detective Group is not liable to the Client by reason of any representation, implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, consequential or special loss or damage (including but not limited to loss of profit, business opportunity, contracts or otherwise), costs, expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of Digital Detective Group, its employees or agents or otherwise) arising out of or in connection with the supply of the hardware and/or software; or their use or resale by the Client; or the supply of any advice and/or consultancy services by Digital Detective Group; or otherwise. The Client is reminded by the Company that the Client can insure against the types of loss referred to in this clause 13.1.
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13.2.
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Except as may otherwise be expressly provided, Digital Detective Group’s liability arising under or in connection with this Contract, whether arising in contract, tort (including negligence) or otherwise shall not under any circumstances, save as set out in clause 10.1, exceed the aggregate price payable by the Client under this Contract. If the Client does not consider that this limit is sufficient to protect its interests, the Client should contact Digital Detective Group and Digital Detective Group will be pleased to discuss with the Client whether it is able to amend this limit. The Client accepts that Digital Detective Group shall be entitled to charge the Client, and the Client shall pay, an additional fee for accepting any different limit if Digital Detective Group agrees to do so.
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13.3.
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The Client shall indemnify Digital Detective Group and keep Digital Detective Group fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or wilful misconduct of the Client, its employees, agents or sub-contractors or by any breach of its contractual obligations.
14. Force Majeure
14.1.
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Digital Detective Group shall not be liable for any loss or damage caused by delay in performance or non-performance of any of its obligations under any Contract where the same is caused by any event beyond Digital Detective Group’s control including but not limited to an act of God, war, riots, insurrection, governmental or parliamentary prohibitions or enactments, import or export regulations, fires, flood, casualty, epidemic, strikes, lock-outs, cessation of labour, trade disputes, destruction or shutdown of production facilities, shortage or curtailment, delay or disruption in transportation, difficulties in obtaining labour or materials, breakdowns or accidents, financial requirements or manufacturing limitation imposed by third–party manufacturers, suppliers or vendors. Should any such event occur, Digital Detective Group may cancel or suspend this Contract without incurring any liability for any loss or damage caused thereby, and Digital Detective Group shall be entitled to recover all monies owing to them in respect of deliveries made or services performed prior to any such failure.
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15. Entire Agreement
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15.1.
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These Terms supersede any previous agreement between the parties in relation to the matters with which they deal and represent the entire understanding between the parties in relation to those matters.
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16. Notices
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16.1.
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Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
17. Severance
17.1.
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If at any time all or any part of one or more of the provisions of these Terms is held by any competent authority to be invalid, illegal or unenforceable in any respect under any law, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
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18. Law and Jurisdiction
18.1.
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These Terms and all contracts made between Digital Detective Group and the Client shall be governed in accordance with the laws of England and Wales and the Client submits to the sole jurisdiction of the English Courts.
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