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Flare Bright General Terms and Conditions of Supply and Licence

  1. Interpretation
  2. The definitions and rules of interpretation in this clause apply in these Conditions:

    Acceptance: means Flare Bright’s express written confirmation, issued by an authorised representative of Flare Bright, of its acceptance of the Customer Purchase Order.

    Affiliate: includes, in relation to Flare Bright, any business entity from time to time Controlling, Controlled by, or under common Control with, Flare Bright.

    Agreement:  the contract between Flare Bright and the Customer for the sale and purchase of the Products and/or Support Services in accordance with these Conditions and the Quotation.

    Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

    Conditions: means these terms and conditions as amended from time to time in accordance with clause 14.4.

    Control: shall have the meaning as defined in section 1124 of the Corporation Tax Act 2010.

    Customer: means the person or firm who purchases the Products and/or Support Services from Flare Bright and as set out in the relevant Quotation and Purchase Order.

    Fees: means the fees payable by the Customer to Flare Bright for the Products and/or Support Services as set out in the Quotation.

    Hardware: means any hardware supplied by Flare Bright under this Agreement.

    Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or its end users relating to security of network and information systems and security breach and incident reporting requirements.

    Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

    Onboarding: means any modelling, calibration and/or any other activities or refinements performed by Flare Bright as indicated in the relevant Quotation;

    Platform: means the designated type of platform in the Quotation and/or Specification which the Products will be installed within.

    Products: means the Hardware and/or Software products to be supplied by Flare Bright to the Customer as set out in the Quotation.

    Purchase Order: means the Customer’s written confirmation to Flare Bright for the purchase of the Products and, if applicable, Support Services, on the basis of the Quotation.

    Quotation: means the quotation issued by Flare Bright in writing in relation to the Customer’s order for Products.

    Software: means any software either: (i) supplied as the Product; and/or (ii) embedded in or forming an integral part of any element of Hardware forming part of the Product.

    Specification: means the specification of the relevant Hardware and/or Software as published or provided by Flare Bright from time to time, or as Flare Bright may otherwise agree in writing with the Customer to be applicable to the relevant Quotation.

    Support Services: means the provision of technical advice, recommendations, troubleshooting support, and related assistance by Flare Bright personnel to the Customer, including Onboarding, whether orally, in writing, or by any other means, as reasonably requested by the Customer in accordance with the terms of this Agreement and the relevant Quotation.

  1. Clause headings shall not affect the interpretation of this Agreement.
  2. Unless the context requires otherwise, in this Agreement:
    • words in the singular include the plural and in the plural include the singular;
    • a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
    • a reference to one gender includes a reference to the other genders; and
    • any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  3. In the case of conflict or ambiguity between any provision contained in these Conditions and any provision contained in the Quotation or other document referred to in the Quotation, the provision in these Conditions shall take precedence unless otherwise expressly agreed by Flare Bright in writing.
  4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
  5. A reference to writing or written includes by email but excludes fax.
  1. Basis of Agreement
  2. These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
  3. The Purchase Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions and the Quotation. The Customer must ensure that the terms of the Quotation and any applicable Specification are complete and accurate.
  4. The Purchase Order shall only be deemed to be accepted when Flare Bright issues its Acceptance of the Purchase Order, at which point and on which date the Agreement shall come into existence.
  5. The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions, including the Purchase Order.
  6. Any samples, drawings, descriptive matter or advertising produced by or on behalf of Flare Bright and any descriptions or illustrations contained in Flare Brights catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Agreement nor have any contractual force.
  7. A Quotation shall not constitute an offer. A Quotation shall only be valid until the expiry date set out in the Quotation or, in the absence of such date, a period of thirty (30) days from its date of issue.
  1. Software Licences
  2. In consideration of the Fee paid by the Customer to Flare Bright and subject to the terms of the Agreement, Flare Bright grants to the Customer:
    • a perpetual, non-exclusive, non-transferable licence to use the Software embedded in any Hardware supplied by Flare Bright solely as an integral part of that Hardware. This licence is strictly limited to the version of embedded Software originally supplied with the Hardware, and does not extend to any updates, upgrades or new releases of such embedded Software, unless expressly agreed otherwise in writing; and
    • a perpetual, non-exclusive, non-transferable licence to use Software (if defined separately as a Product in the Quotation) in object-code form, as delivered on any medium provided by Flare Bright (including digital downloads, physical media, or cloud-based deployment). This licence applies solely to the specific version of the Software originally supplied. Any subsequent versions, upgrades, or updates must be separately licensed under terms agreed between the parties,
    and in all cases the above licences are subject to use on the Platform(s) (if designated)    only.
  3. In relation to scope of use:
    • for the purposes of clause 3.1, use of the Software shall be restricted to use of the Software as contained within the Hardware (if supplied within Hardware) and in object code form only and in accordance with any calibration performed during any Onboarding (if applicable);
    • the Customer may not use the Hardware or Software other than as specified in this Agreement (including clauses 3.1 and 3.2(a)), or installed on any platform or vehicle other than those designated or identified to Flare Bright as the Platform(s) without the prior written consent of Flare Bright, and the Customer acknowledges that additional fees may be payable on any change of use approved by Flare Bright, including in accordance with clause 3.6(c);
    • the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part; and
    • any third party software shall be deemed to be incorporated within the Software for the purposes of this licence (except where expressly provided to the contrary) and use of the third party software shall be subject to any applicable third party additional terms.
  4. The Customer shall not, without the prior written consent of Flare Bright:
    • sub-license, assign or novate the benefit or burden of the licences granted under this Agreement in whole or in part;
    • allow the Hardware or Software to become the subject of any charge, lien or encumbrance;
    • deal in any other manner with any or all of its rights and obligations under this Agreement, and
    • use the Hardware or Software other than on the designated Platform, provided that this clause shall not prohibit uploading Software on a network server for distribution to the designated Platform in accordance with the terms of this Agreement.
  5. Flare Bright may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer.
  6. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  7. The Customer shall:
    • keep a complete and accurate record of the Customer’s use and disclosure of the Software, and produce such record to Flare Bright on reasonable request from time to time;
    • notify Flare Bright as soon as it becomes aware of any unauthorized use of the Hardware or Software by any person acting on behalf of or under the direction or control of the Customer; and
    • pay, for broadening the scope of the licences granted under this licence to cover the unauthorized use, an amount equal to the fees which Flare Bright would have levied (in accordance with its normal commercial terms then current) had it licensed any unauthorised use by the Customer on the date when such use commenced.
  8. The Customer shall permit Flare Bright to inspect and have reasonable access to any premises (and to the Platform(s) located there) at or on which the Hardware or Software is being kept or used, and have reasonable access to any records kept in connection with this licence, for the purposes of ensuring that the Customer is complying with the terms of this licence, provided that Flare Bright provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times, and complies with any and all site and/or security requirements in force from time to time at such premises.
  1. Delivery, Risk and Title
  2. Flare Bright shall deliver Hardware to such delivery location and on the delivery terms as set out in the relevant Quotation or as otherwise agreed by the parties in writing.
  3. Flare Bright shall deliver Software which is not embedded in Hardware via the medium agreed by the parties being electronically or on disk within such time period as set out in the Quotation or as otherwise agreed by the parties in writing.
  4. Risk in the Hardware and any tangible media on which the Software is delivered shall pass to the Customer on delivery.
  5. Title in Hardware and any tangible media on which the Software is delivered shall pass to the Customer following payment of the Fees in full and cleared funds in accordance with the terms of this Agreement.
  1. Onboarding
  2. This clause 5 shall apply where the Quotation states that Flare Bright will provide Onboarding support.
  3. Prior to delivery of the relevant Product to the Customer, the Customer shall supply to Flare Bright such data and information which is materially complete and accurate as Flare Bright may reasonably require to enable delivery of the Product. Following delivery the Customer shall provide Flare Bright with any further data and information that Flare Bright may require to carry out further Onboarding refinements.
  4. Flare Bright shall use reasonable skill and care in the provision of Onboarding, but does not guarantee that Onboarding will achieve any particular outcome, result, or solution.
  5. If the parties deem the initial Onboarding to have been unsuccessful, the parties shall meet to determine the next steps necessary to take to resolve the issues that prevent the relevant Product from being installed and calibrated within the designated Platform(s). Such discussions shall include any additional time or cost required for Flare Bright’s support if the originally quoted Onboarding has been completed.
  6. If the parties are unable to agree the next steps in accordance with clause 5.4 (including any additional time and cost required for Flare Bright) or, despite subsequent Onboarding and work by both parties the relevant Product fails to complete Onboarding, either party may discontinue this Agreement by written notice and clause 13.4 shall apply.
  1. Support Services
  2. Flare Bright shall provide Support Services where expressly set out in the Quotation, or upon the Customer’s reasonable request, subject to the terms of the Agreement and the availability of Flare Bright’s personnel.
  3. Flare Bright shall use reasonable skill and care in the provision of Support Services, but does not guarantee that the Support Services will achieve any particular outcome, result, or solution.
  4. The Customer shall:
    • ensure that all information provided to Flare Bright is materially complete, accurate, and up-to-date;
    • critically evaluate and verify all advice and recommendations before relying upon or implementing them; and
    • remain solely responsible for all decisions taken based on the Support Services provided.
  5. All requests for Support Services must be submitted to the Flare Bright designated point of contact.
  6. Flare Bright may, at its discretion, require written confirmation of any verbal request.
  7. Flare Bright may refuse or limit the provision of Support Services if it reasonably believes that:
    • the request is outside the scope of reasonable technical support or that which is set out in the Quotation;
    • the Customer is seeking advice on matters unrelated to Flare Bright’s products or services; or
    • the resources required would be disproportionate to the value of the services provided.
  8. Flare Bright provides all Support Services on an “as is” and “as available” basis.
  9. Flare Bright makes no representations, warranties, or guarantees, whether express or implied, as to the accuracy, completeness, reliability, suitability, or fitness for use or purpose of any Support Services.
  10. Subject to clause 10.2, the Customer acknowledges and agrees that Flare Bright shall not be liable for any loss or damage arising from the Customer’s reliance on Support Services which may prove to be incomplete, inaccurate, incorrect, or unsuitable for the Customer’s intended purposes.
  1. Fees
  2. In consideration for the provision of the Products and/or Support Services , the Customer shall pay to Flare Bright the Fees set out in the Quotation.
  3. Flare Bright shall provide the Customer with a valid VAT invoice in accordance with the payment terms set out in the Quotation. In the event the Quotation does not set out the payment terms, invoices shall be payable by the Customer within thirty (30) days of the date of the invoice as issued by Flare Bright. All sums payable under this Agreement are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible and shall pay in addition to the Fees.
  4. If the Customer is required to make any deduction for or on account of tax from any payment due under this Agreement (Tax Deduction):
      • the Customer shall account to the relevant tax authority for such Tax Deduction and shall provide evidence to Flare Bright that it has so accounted; and
      • the amount of the payment due under this Agreement shall be increased so that Flare Bright receives an amount equal to the amount that would have been received by it, had the Customer not been required to make any Tax Deduction.
    The Customer and Flare Bright shall co-operate to minimise the amount of any Tax Deduction. If following the making of a Tax Deduction, Flare Bright determines  that it (or any member of Flare Bright’s group) has received and retained any credit, relief or other benefit as a result of the Tax Deduction, Flare Bright shall pay such amount to the Customer as Flare Bright determines would leave Flare Bright in the same position as if the Customer had not been required to make any Tax Deduction.
  5. Fees for Onboarding and Support Services are set out in the Quotation and capped at the fixed time periods quoted. Any additional support required in excess of the time periods set out in the Quotation shall be chargeable and will either be quoted separately by Flare Bright or based on Flare Bright’s applicable rate card or daily rate for such support in force as at the time of the request. Flare Bright may increase its rate card or daily rate at any time on written notice.
  6. If the Customer fails to make any payment due to Flare Bright under this Agreement by the due date for payment, then, without limiting Flare Bright’s remedies under this Agreement, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
  1. Confidentiality and publicity
  2. Subject to the terms of any confidentiality agreement entered into between the parties prior to this Agreement, each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 8.2.
  3. Each party may disclose the other party’s confidential information:
    • to its employees, officers, representatives, or professional advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, or professional advisers to whom it discloses the other party’s confidential information comply with this 8; and
    • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  4. No party may use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
  5. No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
  1. Export
  2. The Customer shall not export, directly or indirectly, the Product, Hardware, Software or any technical data acquired from Flare Bright in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining Flare Bright’s prior written consent and any such relevant export licence or approval.
  3. Each party undertakes:
    • contractually to oblige any third party to whom it discloses or transfers any data or information to make an undertaking to it in similar terms to the one set out above; and
    • if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.
  1. Limitation of liability
  2. Subject to clause 10.2:
    • Flare Bright shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, indemnity, tort (including negligence), misrepresentation or otherwise howsoever, which fall within any of the following categories:
      • loss of profits;
      • loss of anticipated savings;
      • loss of business opportunity;
      • loss of goodwill;
      • loss or corruption of data;
      • wasted expenditure; or
      • Indirect, consequential or special damage even if Flare Bright was aware of the circumstances in which such special damage could arise; and
    • the total aggregate liability of Flare Bright, whether in contract, indemnity, tort (including negligence), misrepresentation or otherwise arising in relation to or in connection with this Agreement shall in no circumstances exceed a sum equal to the Fees as set out in the relevant Quotation to which the Agreement relates.
  3. Notwithstanding any other term of this Agreement, Flare Bright does not exclude or limit liability for:
    • death or personal injury caused by the negligence of Flare Bright, its officers, employees, contractors or agents;
    • fraud or fraudulent misrepresentation;
    • breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
    • any other liability which may not be excluded or limited by law.
  4. All dates supplied by Flare Bright for the delivery of the Products or the provision of Support Services shall be treated as estimates and are approximate only. Flare Bright shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
  5. All references to “Flare Bright” in this clause 10 shall, for the purposes of this clause and clause 14.7 only, be treated as including all employees, subcontractors and suppliers of Flare Bright and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 14.7.
  1. Intellectual property rights
  2. The Customer acknowledges that all Intellectual Property Rights in the Products shall belong to Flare Bright or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the Products other than the right to use it in accordance with the terms of this Agreement.
  3. Flare Bright shall defend the Customer against any claim that the Customer’s use of the Products in accordance with this Agreement infringes any Intellectual Property Rights of a third party subsisting within the United Kingdom (whether registered or unregistered) (Claim), and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such Claim. For the avoidance of doubt, this clause 11.2 is subject to the remaining provisions of this clause 11 and shall not apply where the Claim in question is attributable to possession or use of the Products (or any part thereof) by the Customer other than in accordance with the terms of this Agreement, use of the Products in combination with any hardware or software not supplied or specified by Flare Bright (including in other vehicles or platforms than the designated Platform(s)) if the infringement would have been avoided by the use of the Products not so combined, or use of a non-current release of the Products.
  4. If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, Flare Bright’s obligations under clause 11.2 are conditional on the Customer:
    • as soon as reasonably practicable, giving written notice of the Claim to Flare Bright, specifying the nature of the Claim in reasonable detail;
    • not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Flare Bright (such consent not to be unreasonably conditioned, withheld or delayed);
    • giving Flare Bright and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable Flare Bright and its professional advisers to examine them and to take copies (at Flare Bright’s expense) for the purpose of assessing the Claim; and
    • taking such action as Flare Bright may reasonably request to avoid, dispute, compromise or defend the Claim.
  5. If any Claim is made, or in Flare Bright’s reasonable opinion is likely to be made, against the Customer, Flare Bright may at its sole option and expense:
    • procure for the Customer the right to continue to use the Products (or any part thereof) in accordance with the terms of this Agreement;
    • modify the Products so that it ceases to be infringing;
    • replace the Products with non-infringing materials; or
    • terminate this Agreement immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Products to the date of termination) on return of the Products and all copies thereof,
    provided that if Flare Bright modifies or replaces the Products, the modified or replacement Products must comply with the warranties contained in clause 12.1 and the Customer shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of this Agreement been references to the date on which such modification or replacement was made.
  6. Notwithstanding any other provision in this Agreement, clause 11.2 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any third party software or through the breach of any third party additional terms by the Customer.
  7. This clause 11 constitutes the Customer’s exclusive remedy and Flare Bright’s only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 10.1.
  1. Warranties
  2. Subject to the provisions of this clause 12, Flare Bright warrants that on delivery:
    • any Hardware supplied shall be free from material defects in materials and workmanship; and
    • any Software supplied will conform to the Specification.
  3. If the Customer notifies Flare Bright of any damage, defect or fault in the Hardware or Software within ten (10) days of delivery in consequence of which it fails to conform in all material respects with the warranty in clause 12.1 above, and such defect or fault does not result from: (i) fair wear and tear; (ii) mishandling or inadequate storage; (iii) any act or omission of the Customer, or anyone acting with the authority of the Customer; (iv) use of the Hardware or Software outside of the terms of this Agreement or for a purpose or in a context other than the purpose or context for which it was supplied; or (v) Software being loaded onto non-Flare Bright-specified or suitably configured equipment or the designated Platform(s), then Flare Bright shall, at Flare Bright’s option and cost, do one of the following:
    • repair the Hardware and/or Software; or
    • replace the Hardware and/or Software.
  4. The remedies in clause 12.2 above are subject to the Customer providing all information that may be necessary to assist Flare Bright in examining and resolving the relevant defect or fault, including a documented example of any defect or fault, or sufficient information to enable Flare Bright to re-create the defect or fault.
  5. Flare Bright does not warrant that the use of the Software will be uninterrupted or error-free or, unless otherwise agreed in writing in the Specification, that it will meet any Heightened Cybersecurity Requirements.
  6. The Customer accepts responsibility for the selection of the Product to achieve its intended results and acknowledges that while Flare Bright will use reasonable endeavours to carry out the Agreement in accordance with the Specification, given the nature of the evaluation and flight trial requirements of such products, Flare Bright does not warrant, guarantee or represent that the Products and/or Support Services will lead to any particular result, nor does it guarantee a successful outcome.
  7. Flare Bright does not offer any independent warranty regarding third party hardware or software. The Customer’s sole warranty coverage, if any, is limited strictly to the warranty terms provided by the original third-party manufacturer or supplier and Flare Bright’s liability to the Customer concerning third party hardware and software is strictly limited to the extent of recovery that Flare Bright may obtain from the third-party manufacturer or supplier.
  8. Subject to clause 10.2, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, merchantability or fitness for a particular purpose or use.
  1. Termination
  2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
    • the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than ten (10) days after being notified in writing to make such payment;
    • the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of ten (10) days after being notified in writing to do so;
    • the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 13.1(c);
    • the other party suspends or ceases, or threatens to suspend or cease, carrying on business;
    • the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
    • in relation to the Customer, there is a change of Control of the Customer which will provide Flare Bright with the right to terminate.
  3. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement, including clauses 3, 5.3, 6.2, 6.3, 6.7-6.9 (inclusive), 7-12 (inclusive), 13.2-13.4 (inclusive) and 14, shall remain in full force and effect.
  4. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
  5. On termination for any reason:
    • all rights granted to the Customer under this Agreement shall cease except in relation to those licences granted under clause 3 which are expressed as perpetual and relate to original versions of Software embedded in Hardware which have been paid for in full by the Customer and provided that the Customer has not breached any term of such licences granted under this Agreement;
    • the Customer shall cease all activities authorised by this Agreement;
    • the Customer shall immediately pay to Flare Bright any sums due to Flare Bright under this Agreement; and
    • the Customer shall immediately destroy or return to Flare Bright (at Flare Bright’s option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to Flare Bright that it has done so provided that this shall not apply to any copies of Software embedded in Hardware for which the relevant licence shall continue in accordance with clause 13.4(a) above.
  1. General
  2. Waiver.
    • A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    • A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
  3. Remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
  4. Entire agreement.
    • This Agreement, the Sections and Schedules to this Agreement or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all previous and contemporaneous agreements, arrangements and understandings between them, whether written or oral, relating to that subject matter.
    • (b) Each party acknowledges that, in entering into this Agreement and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this agreement or not) (Representation) other than as expressly set out in this Agreement.
    • Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
    • (d) Nothing in this clause shall limit or exclude any liability for fraudulent misrepresentation.
  5. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  6. Severance.
  7. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
  8. If any provision or part-provision of this Agreement is deemed deleted under 15.3(a) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  9. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed constitutes a duplicate original, but all the counterparts together constitute the one agreement.
  10. Third-party rights.
  11. Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
  12. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any person.
  13. No partnership or agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  14. Force majeure. Neither party shall be liable for any delay or failure in the performance of its obligations under this Agreement for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for sixty (60) days, the party not affected may terminate this Agreement by giving not less than ten (10) days’ written notice to the affected party.
  15. Notices.
    • Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the addresses in the Contract Details (or an address substituted in writing by the party to be served).
    • Any notice shall be deemed to have been received:
      • if delivered by hand, at the time the notice is left at the proper address;
      • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
      • if sent by email, at the time of transmission, or, if this time falls outside normal business hours in the place of receipt, at 9.00 am on the following Business Day.
    • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
  16. Governing law and jurisdiction
    • This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    • The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Version: 1.2
Date of last revision: 15 July 2025