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8.2. Property in any software shall, at all times, remain vested as per the software licence agreement of its licensor, and the Client’s rights shall be governed by the terms of any licence relating to such software. All third-party licensing agreements must be compiled with by the Client in all respects. Copies are available at Digital Detective’s website: https://kb.digital-detective.net/x/fIUU. The Client shall indemnify Digital Detective Group against the consequences of any breach or infringement of that licence.

8.3. In the absence of express agreement to the contrary, any software written, created, adapted or developed by Digital Detective Group shall remain the exclusive property of Digital Detective Group. The Client shall not reverse engineer, decompile, disassemble, assign transfer sell lease rent charge or otherwise deal in or encumber Digital Detective Group’s Detective’s intellectual property and shall keep the same confidential, shall maintain a record of the whereabouts and number of licensed copies and shall take all necessary steps to prevent unauthorised use.

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8.4.1. if delivered by Digital Detective Group to a place nominated by the Client, when tendered for delivery at that place; or

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8.4.3. if withheld by Digital Detective Group for any valid reason, at such time as the Client would have been able to collect them had Digital Detective Group not been so withholding them, and the Client is responsible for insuring the hardware and software from any such time.

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8.5.1. the Client shall hold the hardware as Digital Detective Group’s Detective’s fiduciary agent and bailee, and shall keep all such items separate and distinct from those of the Client and third parties, and separately stored, protected and adequately insured, and identified by labelling as Digital Detective Group’s Detective’s property. Until such time, the Client shall be entitled to resell or use such items in the ordinary course of its business provided that the net proceeds of sale are sufficient to discharge the outstanding payment obligations to Digital Detective Group, but shall account to Digital Detective Group for the proceeds of sale or otherwise of such items, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate and distinct from any moneys or property of the Client and third parties and, in the case of tangible proceeds, properly stored, protected and adequately insured; and

8.5.2. provided that the hardware is still in existence and has not been resold, Digital Detective Group shall be entitled at any time to require the Client to deliver up the hardware to Digital Detective Group and, if the Client fails to do so forthwith, to enter on any premises of the Client or any third party where such items are stored and repossess them.

8.5.3. the Client will indemnify Digital Detective Group for any loss or degradation of or damage to any hardware caused whilst such hardware is in the possession or under the control of the Client.

8.6. Any hardware and/or software supplied to the Client which is subject to any restrictions or provisions imposed by the manufacturer’s and/or licensor’s conditions are supplied to the Client by Digital Detective Group subject to any such conditions and on the terms of any applicable licence agreement.

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 Detective’s other rights and remedies) become immediately due and payable.

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10.1. 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.

10.2. 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.

10.3. Digital Detective Group warrants that all services provided under this Contract will be provided with reasonable skill and care.

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11. Returns

11.1. 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 Detective’s actual shipment and re-stocking charge. Once software has been installed, unless in Digital Detective Group’s Detective’s reasonable opinion there is a fault with the software, Digital Detective Group operate a no returns policy.

12. Defects

12.1. 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 Detective’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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13.1. Except in respect of death or personal injury caused by Digital Detective Group’s Detective’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.

13.2. Except as may otherwise be expressly provided, Digital Detective Group’s Detective’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.

13.3. 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. 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 Detective’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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18.1. 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.