Cortex Further Terms and Conditions

These terms and conditions (together with the documents referred to in them) set out the terms and conditions on which we supply any of the products produced by Cortex IT Labs Pty Ltd (a limited liability partnership organised under the laws of Australia with principal business offices located at Level 4, Whitehorse Tower, 991 Whitehorse Road, Box Hill VIC 3128, Australia) (Cortex Products) listed on our website http://www.zensoftware.co.uk (our site) to you. Please read these terms and conditions carefully before ordering any Cortex Products from our site. You should understand that by ordering any of our Cortex Products, you agree to be bound by these terms and conditions and our General Terms and Conditions of Partner Programme which can be found here http://www.zensoftware.co.uk/legals/partners each as amended from time to time. In the event of conflict between these terms and conditions and our General Terms and Conditions of Partner Programme, these terms and conditions shall prevail.

You should print a copy of these terms and conditions for future reference.

1. Liability of Cortex IT Labs Pty Ltd

You hereby acknowledge and accept that Cortex IT Labs Pty Ltd shall have no liability to you or to anyone acting through you in relation to the Cortex Products and you hereby warrant and represent that you shall not, and shall procure that anyone acting through you shall not, bring any claim, proceeding or any other action against Cortex IT Labs Pty Ltd.

2. Third Party Rights

2.1. You hereby acknowledge and accept that Cortex IT Labs Pty Ltd shall be entitled to rely upon and enforce all of our rights as set out in our General Terms and Conditions of Partner Programme and these terms and conditions as if it were a party to the same.

2.2. Except as expressly provided elsewhere in these terms and conditions, a person who is not a party to these terms and conditions and/or the General Terms and Conditions of Partner Programme shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions.

3. Termination

In relation to all orders of Cortex Products, these terms and conditions and the General Terms and Conditions of Partner Programme shall immediately terminate upon termination of the distribution agreement between Cortex IT Labs Pty Ltd and us (Distribution Agreement). You shall not be entitled to order any Cortex Products following termination of the Distribution Agreement and we shall not be obliged to accept any such orders.

4. Limitation of Liability

4.1. Subject to clause 4.2, our liability for losses you suffer as a result of us breaking these terms and conditions including deliberate breaches is strictly limited to the purchase price of the Cortex Product(s) you purchased in the twelve months immediately preceding the incident giving rise to liability.

4.2. Nothing contained herein shall limit in any way our liability for:

4.2.1. death or personal injury caused by our negligence;

4.2.2. fraud or fraudulent misrepresentation; or

4.2.3. any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

4.3. We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Contract including, but not limited to, loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings or loss of data.

5. Marketing

You hereby irrevocably agree not to market, distribute or licence Cortex Products outside of the United Kingdom and Ireland and hereby indemnify and shall keep us effectively indemnified against any and all losses incurred by us as a result of your breach of this clause 5.