Definitions and Interpretation
“Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site; and
“We/Us/Our” means Clutch Space Systems.
Access to Our Site
Access to Our Site is free of charge.
It is your responsibility to make any and all arrangements necessary in order to access Our Site.
Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
Intellectual Property Rights
All Content included on Our Site and the copyright and other intellectual property rights subsisting in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
Our status as the owner and author of the Content on Our Site (or that of identified licensors, as appropriate) must always be acknowledged.
You may not use any Content saved or downloaded from Our Site for commercial purposes without first obtaining a licence from Us (or our licensors, as appropriate) to do so. This does not prohibit the normal access, viewing and use of Our Site for general information purposes whether by business users or consumers.
Links to Our Site
You may link to Our Site provided that:
- You do so in a fair and legal manner;
- You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
- You do not use any logos or trademarks displayed on Our Site without Our express written permission; and
- You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
You may not link to Our Site from any other site the main content of which contains material that:
- is sexually explicit;
- is obscene, deliberately offensive, hateful or otherwise inflammatory;
- promotes violence;
- promotes or assists in any form of unlawful activity;
- discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
- is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
- is calculated or is otherwise likely to deceive another person;
- is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
- misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive;
- implies any form of affiliation with Us where none exists;
- infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trademarks and database rights) of any other party; or
- is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
Links to Other Sites
Links to other sites may be included on Our Site. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third-party sites. The inclusion of a link to another site on Our Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them.
Nothing on Our Site constitutes advice on which you should rely. It is provided for general information purposes only.
Insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
We make reasonable efforts to ensure that the Content on Our Site is complete, accurate, and up to date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the Content is complete, accurate, or up to date.
To the fullest extent permissible by law, We accept no liability to any user for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content included on Our Site.
To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Site or any Content included on Our Site.
Our Site is intended for non-commercial use only. If you are a business user, We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
We exercise all reasonable skill and care to ensure that Our Site is free from viruses and other malware. We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Site (including the downloading of any Content from it) or any other site referred to on Our Site.
We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
Viruses, Malware and Security
We exercise all reasonable skill and care to ensure that Our Site is secure and free from viruses and other malware.
You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.
You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.
You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.
You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.
By breaching any of these provisions you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.
Acceptable Usage Policy
You may only use Our Site in a manner that is lawful. Specifically:
- you must ensure that you comply fully with any and all local, national or international laws and/or regulations;
- you must not use Our Site in any way, or for any purpose, that is unlawful or fraudulent;
- you must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and
- you must not use Our Site in any way, or for any purpose, that is intended to harm any person or persons in any way.
- suspend, whether temporarily or permanently, your right to access Our Site;
- issue you with a written warning;
- take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
- disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
any other actions which We deem reasonably appropriate (and lawful).
Communications from Us
We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link.
All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
We do not warrant or guarantee the results obtained through the use of the Product or Software. We make no warranties under these terms with respect to services, which if provided hereunder are provided “as-is”.
NOTICE REGARDING PRODUCTS EQUIPPED WITH SATELLITE OR WIRELESS TECHNOLOGY.
Where your use of certain Products and Software is dependent on the availability and coverage of wireless networks, telecommunications networks, satellite positioning systems and the Internet, which involve facilities owned and operated by third parties. We are not responsible for the operation, availability or failure of such third party systems or facilities.
7.3 Warranty Disclaimer: the foregoing limited warranty terms are in lieu of all obligations or liabilities on our part arising out of, or in connection with, our products and software and state our entire liability and your exclusive remedies relating to them. Except as otherwise expressly provided in these terms, the products and software and any accompanying documentation are provided “as-is” and without express or implied warranty or condition of any kind, either by us or anyone who has been involved in its creation, production, installation, or distribution, including, but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose, satisfactory quality, title, and noninfringement. Additionally, we make no express or implied warranty that software provided to you in connection with these terms, is or will be secure, accurate, complete, uninterrupted, free of errors, or free of viruses, or other malware or program limitations. Some jurisdictions do not allow limitations on duration or the exclusion of an implied warranty, so the above limitation may not apply or fully apply to you. If you are a reseller of the products or software you shall not make or pass on to your own customers any warranty, condition or representation on behalf of us other than, or inconsistent with, the applicable limited warranty in the products and software provided to you.
Please note: the above limited warranty provisions will not apply to products you purchase in those jurisdictions in which product warranties are the responsibility of the local distributor from whom the products are acquired. In such case, please contact your CSS product dealer for applicable warranty information.
8. Warranty Procedures:
8.1 Warranty Repair Procedure: If any Product fails during the warranty period for reasons covered by our limited warranty and you notify us of such failure during the warranty period, we will at our option repair or replace a nonconforming Product with new, equivalent to new, or reconditioned parts or Product or, if either of the foregoing is commercially impractical in CSS’s determination, refund the Product purchase price you paid (excluding separate costs of installation, if any) upon your return of the Product in accordance with our product return procedures as referenced in Section 5 above. Any repaired or replaced Product will be warranted for a period of 30 days or the remainder of the original warranty period, whichever is longer. We may, in our sole discretion, arrange for fulfillment of our warranty obligations through a CSS affiliate, authorized distributor or an authorized warranty service center.
8.2 Determination of Warranty Applicability: We reserve the right to refuse warranty services if the Product or Software date of purchase cannot be proven, if a claim is made outside the warranty period or if a claim is excluded under Section 7.2 above. Following our examination of your claim, we will notify you of warranty status and the repair cost of any out-of-warranty Product. At such time you must issue a valid purchase order to cover cost of the non-warranted Product repair and return freight, or authorize return shipment of the Product at your expense as-is.
8.3 Not Responsible for Lost Data. We are not responsible for any modification or damage to, or loss of any programs, data, or other information stored on any media or any part of any Product serviced by us, or stored or hosted by us in connection with a Software service we provide, or for the consequence of such damage or loss, (such as business loss in the event of system, program or data failure.) You are solely responsible for backing up data and removing all features, parts, alterations, and attachments not covered by warranty prior to releasing the Product to CSS for service or seeking Software support. Any Product or Software sent to CSS for support may be returned to you configured as originally provided to you by CSS.
9. LIMITATION OF LIABILITY: Our entire liability for any and all claims arising out of or in connection with these terms is limited to the amounts you actually paid to us under the terms. Further, neither we nor our suppliers are liable for any incidental, consequential, punitive damages or other damages, or loss of profits, loss of revenue, loss of data, loss of use of the products or software or any associated equipment, costs of cover, downtime and user time or for breach of any express or implied warranty or conditions, breach of contract, negligence, strict liability or any other legal theory related to the products or software. Except to the extent prohibited by applicable law, any implied warranty of satisfactory quality or fitness for a particular purpose applying to the products or software is limited in duration to the duration of the warranty specified in section 7, above. You and we agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for CSS’s sale of products to you, and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or specified other damages, or allow limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply, or may not fully apply to you.
10. Intellectual Property Ownership: You agree that CSS owns all right, title and interest to all intellectual property and other proprietary rights to documents and materials, calculations, drawings, models, plans, sets of tools, technology, software, designs, engineering details, schematics and similar data relating to or incorporated in the Products and Software and any accompanying documentation or information derived from the foregoing. You shall take reasonable precautions to prevent unauthorized access and use of the Software and documentation by third parties. To the extent permitted by relevant law, you shall not, nor allow any third party to copy, decompile, disassemble or otherwise reverse engineer the Products or Software, or attempt to do so. You are prohibited from, and shall prevent any third party from, removing, covering or altering any of our patent, copyright or trademark notices placed upon, embedded in or displayed by the Products or Software or their packaging and related materials. We reserve all rights in the Products and Software not specifically granted to you under these Terms.
11. Export Control: You may not use or otherwise export or re-export the Products or Software except as authorized by the laws of the jurisdiction in which they were obtained. In particular, but without limitation, the Products and Software may not be exported or re-exported in violation of export laws, including if applicable export or re-export into any UN or UK-embargoed countries or to anyone on the UN or UK Commerce Denied Person’s List or Entity List. You represent that you are not located in any country or on any list where the provision of Products or Software to you would violate applicable law. You also agree not to use or enable use of them for any purposes prohibited by applicable law or export or re-export any Product or Software with knowledge that it will be used in the design, development, production or use of chemical, biological, nuclear or ballistic weapons. Laws and regulations change frequently. It is your responsibility to know the law pertaining to export/import procedures in the country of destination of the Product and Software. You shall defend, indemnify and hold us harmless against any liability (including attorneys’ fees) arising out of your failure to comply with the terms of this paragraph.
12. Default: We reserve the right by written notice of default to cancel or indefinitely suspend an accepted order and to refuse additional orders if: (i) you default in performing your obligations under these Terms, (ii) you cease business operations or enter into any bankruptcy, insolvency, receivership or like proceeding not dismissed within 30 days, or assign your assets for the benefit of creditors, or (iii) when obtaining third-party financing in connection with your Product purchase(s) you fail to do so in a timely manner on terms satisfactory to us.
13. Applicable law – Settlement of Disputes: These Terms and any dispute, claim or controversy arising therefrom shall be governed by the laws of England and Wales in which we have our principal place of business for Clutch Space Systems Limited. The United Nations Convention on Contracts for the International Sale of Goods will not apply. No dispute or legal action arising under these Terms, may be brought by either party more than one (1) year after such cause of action accrued, except that an action for nonpayment may be brought within two (2) years of the date of the last payment.
14. Severability: These Terms may be severable and the invalidity, illegality or unenforceability in whole or in part of any provision does not affect the validity of other provisions.
15. Force Majeure: Neither party will be liable for non-performance (except for payment obligations) due to causes beyond its reasonable control, provided that such party promptly notifies the other in writing of such occurrence and makes its best efforts to promptly eliminate the effect thereof.
16. Notices: Any notice or other communication given by either party to the other regarding these Terms will be deemed given and served when personally delivered, delivered by reputable international courier requiring signature for receipt, or five (5) business days after mailing (postage prepaid), addressed to the party at its notice address. Either party may change its notice address by written notice to the other. Your notice address will be the address appearing on the accepted purchase order.
Our notice address is: Clutch Space Systems Limited, 61 Bridge Street, Kington, UK HR5 3DJ.
17. Waste Electrical & Electronic Equipment (WEEE): If the Products are furnished to you as component products on an OEM basis, or for import, resale or distribution to third parties, then you agree that you qualify as, and are deemed the “producer” of all such Products under any laws, regulations or other statutory scheme providing for the marking, collection, recycling, take-back, and/or disposal of electrical and electronic equipment (“WEEE Regulations”) in any jurisdiction whatsoever, (e.g., national laws implementing EU Directive 2012/19 on waste electrical and electronic equipment, recast), and are solely responsible for complying with all such applicable WEEE Regulations in connection with those Products and for all associated costs.
20. Official Language: The official language of these Terms is English. If there is a conflict between versions of these Terms in any other language, the English language version controls.