Marine Rescue Technologies sMRT AU10 User Manual page 31

sMRT AU10 User Manual v1.8
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(d) Subject to clause 14(b) and clause 14(c):
(i) the Supplier shall not in any circumstances be liable, whether in tort (including without limitation f or
negligence or breach of statutory duty howsoev er arising), contract, misrepresentation (whether innocent
or negligent) or otherwise f or:
(i) any loss of rev enue, business, anticipated sav ings or prof it or any loss of use or v alue; or
(ii) downtime costs, loss of data or data restoration costs, or
(iii) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
in each case, ev en if f oreseeable. ("anticipated savings" denotes any expense which the Customer
expected to av oid incurring or to incur in a lesser amount then would otherwise hav e been the case); and
(ii) the Supplier's total liability in contract, tort (including without limitation negligence and breach of
statutory duty howsoev er arising), misrepresentation (whether innocent or negligent), restitution or
otherwise, arising in connection with the perf ormance or contemplated perf ormance of the Contract shall
be limited to the price pay able f or the Equipment (together with, if applicable, the price of any Annual
Maintenance/Support and Annual Recertif ication pay able to the Supplier under the Contract).
(e) Subject to clause 14(c), the Supplier excludes all liability f or any def ects in any item of Equipment if
Annual Maintenance and Annual Recertif ication is not undertaken ev ery 12 months in accordance with the
Maintenance Protocols f or that Equipment, including any resulting personal injury or death to users of that
item of Maintained Equipment.
15 Intellectual Property Rights
(a) Title, ownership, and all Intellectual Property Rights in the Equipment (or any part thereof ) and any
copy , portion, or modif ication thereof , shall not transf er to the Customer and shall remain the Supplier's
property (or that of the Supplier's licensors). The Supplier and its licensors retain all right, title and interest
in the Sof tware and no rights are granted to the Customer except as expressly set out in these
Conditions. The Customer shall not at any time make any unauthorised use of such Intellectual Property
Rights, nor authorise or permit any of its agents or contractors or any other person to do so. Third party
licensors may protect their rights in the Sof tware in the ev ent of any v iolation of these Conditions.
(b) The Customer agrees not to copy , modif y , alter, translate, disassemble, or rev erse engineer the
Equipment (including without limitation any embedded Sof tware), or attempt to disable any security
dev ices or codes incorporated in the Equipment, except as permitted by law. The Customer must not
remov e, alter, or obscure any printed or display ed legal notices contained on or in the Equipment.
(c) If the Supplier manuf actures the Equipment, or applies any process to it, in accordance with a
specif ication submitted or prepared by the Customer or any other inf ormation prov ided by the Customer,
the Customer shall indemnif y and keep indemnif ied the Supplier against all losses, damages, costs,
claims, demands, liabilities and expenses (including without limitation consequential losses, loss of prof it
and loss of reputation, and all interest, penalties and legal and other prof essional costs and expenses)
awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier
in settlement of , any claim f or inf ringement of any third party Intellectual Property Rights which results
f rom the Supplier's use of the Customer's specif ication or such other inf ormation. The indemnity shall
apply whether or not the Customer has been negligent or at f ault and does not limit any f urther
compensation rights of the Supplier.
16 Confidentiality and Supplier's Property
(a) The Customer shall keep in strict conf idence all technical or commercial know-how, specif ications,
inv entions, processes or initiativ es which are of a conf idential nature and hav e been disclosed to the
Customer by the Supplier or its agents, and any other conf idential inf ormation concerning the Supplier's
business or its products which the Customer may obtain. The Customer shall restrict disclosure of such
conf idential material to such of its employ ees, agents or sub-contractors as need to know the same f or
the purpose of discharging the Customer's obligations to the Supplier, and shall ensure that such
employ ees, agents or sub-contractors are subject to obligations of conf identiality corresponding to those
which bind the Customer.
(b) All materials, equipment and tools, drawings, specif ications and data supplied by the Supplier to the
Customer shall at all times be and remain the exclusiv e property of the Supplier, but shall be held by the
Customer in saf e custody at its own risk and maintained and kept in good condition by the Customer until
returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier's
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