Hardware Terms

LIVE AWARE Hardware Supply, Custom Configuration,
Warranty, Delivery, Risk And Liability Terms

Last Updated: 08 August 2026 – 08-08-2026

Version: 1.0

These Hardware Supply, Custom Configuration, Warranty, Delivery, Risk and Liability Terms (“Hardware Terms”) form part of the LIVE AWARE LTD Software Licence, Subscription, Warranty and General Terms & Conditions and apply whenever LIVE AWARE supplies, configures, programs, procures, integrates, modifies or otherwise makes hardware available to a Customer.

1. SUPPLIER

LIVE AWARE LTD
128 City Road
London
EC1V 2NX
United Kingdom

Registered in the United Kingdom
Company Number: 17360063

Email: info@live-aware.com

PART I — NATURE OF LIVE AWARE HARDWARE

2. LIVE AWARE IS PRIMARILY A SOFTWARE AND TECHNOLOGY PROVIDER

LIVE AWARE is principally a software, licensing, platform, subscription, data, analytics and technology provider.

Hardware is ancillary to those principal activities.

LIVE AWARE may nevertheless provide, procure, configure, program, integrate or recommend certain Hardware Components where such Hardware Components are required or desirable to make LIVE AWARE technology:

technically compatible;
operational;
deployable;
portable;
connectable;
network accessible;
capable of sensing;
capable of BLE detection;
capable of communication;
capable of data collection;
capable of edge processing;
suitable for a particular operational environment; or
suitable for a particular Customer deployment.

3. DEFINITION OF HARDWARE

“Hardware” or “Hardware Components” may include, without limitation:

mobile devices;
smartphones;
tablets;
ruggedised devices;
computers;
servers;
edge devices;
gateways;
sensors;
BLE equipment;
beacons;
receivers;
transmitters;
antennas;
routers;
switches;
access points;
network equipment;
tracking devices;
detection devices;
body-worn equipment;
cameras;
charging equipment;
power supplies;
batteries;
mounting equipment;
cables;
connectors;
cases;
enclosures;
adapters;
storage devices;
communication equipment;
custom electronics;
third-party hardware;
embedded systems;
peripheral equipment; and
related physical components.

PART II — CUSTOM PROGRAMMING AND CONFIGURATION

4. CUSTOMER-SPECIFIC HARDWARE

Hardware supplied by LIVE AWARE may be:

programmed;
flashed;
provisioned;
configured;
encrypted;
registered;
paired;
integrated;
labelled;
assembled;
modified;
adapted;
secured;
enrolled;
locked;
tested; or
otherwise prepared

specifically for an individual Customer, site, operation, environment, software deployment or technical purpose.

5. CUSTOM NATURE OF HARDWARE

The Customer acknowledges that Hardware may cease to be ordinary off-the-shelf stock once LIVE AWARE begins Customer-specific:

programming;
provisioning;
configuration;
security preparation;
assembly;
modification;
integration;
licensing;
registration;
enrolment; or
deployment preparation.

The commercial value and resale potential of such Hardware may therefore materially decrease once Customer-specific preparation begins.

6. NO RIGHT TO RETURN CUSTOM-CONFIGURED HARDWARE

For business Customers, Customer-specific Hardware may not be returned merely because the Customer:

changes its mind;
changes project scope;
no longer requires the Hardware;
delays deployment;
cancels a project;
changes supplier;
changes its technical architecture;
decides not to use the LIVE AWARE Software;
purchases excessive quantities;
experiences internal organisational changes; or
determines after ordering that another product would be preferable.

This provision is subject to mandatory applicable law.

PART III — NO INCLUDED COMMERCIAL HARDWARE WARRANTY

7. ZERO INCLUDED EXTENDED HARDWARE WARRANTY

Unless an Order expressly states otherwise, the purchase price of Hardware does not include any ongoing or extended commercial hardware warranty supplied by LIVE AWARE following commissioning or first operational use.

The Customer expressly acknowledges that LIVE AWARE does not include a complimentary:

one-year warranty;
twelve-month warranty;
six-month warranty;
three-month warranty;
thirty-day operational warranty;
lifetime warranty;
extended hardware warranty;
accidental-damage warranty; or
continuing replacement programme

as part of the standard Hardware purchase price.

Any mandatory statutory rights that cannot legally be excluded remain unaffected.

8. WARRANTY ENDS UPON FIRST OPERATIONAL USE

To the maximum extent permitted by applicable law, any voluntary pre-use assurance provided by LIVE AWARE concerning physical Hardware ends when the Hardware is first:

powered on for operational use;
commissioned;
deployed;
installed into the Customer environment;
connected to the Customer network;
activated;
used in field operations;
paired with production systems; or
otherwise put into operational service,

whichever occurs first.

After that point, there is no included voluntary LIVE AWARE commercial Hardware Warranty unless a separate Hardware Warranty Plan has been purchased.

9. REASON FOR LIMITED HARDWARE WARRANTY

The Customer acknowledges that Customer-specific Hardware may operate in environments and under conditions outside LIVE AWARE’s continuing control.

Following delivery and operational use, Hardware may be affected by circumstances including:

handling;
transportation;
installation;
physical impact;
moisture;
temperature;
dust;
vibration;
electrical conditions;
power quality;
Customer networks;
electromagnetic interference;
radio interference;
battery condition;
third-party software;
operating-system changes;
malware;
cybersecurity attacks;
configuration;
user behaviour;
unauthorised modification;
environmental conditions;
storage;
maintenance;
cleaning;
charging practices;
peripheral equipment;
third-party integrations; and
ordinary wear.

For these reasons, LIVE AWARE does not assume an open-ended hardware-performance obligation merely because it supplied or configured Hardware.

PART IV — OPTIONAL PAID HARDWARE WARRANTY

10. OPTIONAL HARDWARE WARRANTY PLAN

A Customer requiring continuing commercial Hardware warranty protection must purchase a separate LIVE AWARE Hardware Warranty Plan.

A Hardware Warranty Plan is separate from:

the Hardware purchase price;
Software subscriptions;
Software licences;
Platform Access;
Command;
Oversight;
Insights;
Software SLA;
maintenance subscriptions; and
other Services,

unless an Order expressly provides otherwise.

11. MINIMUM WARRANTY PRICE

Unless LIVE AWARE expressly agrees to another price in writing, the commercial fee for each additional year of Hardware Warranty protection shall be not less than fifty per cent (50%) of the original net Hardware purchase price per warranty year.

Accordingly, if Hardware has an original net purchase price of £100,000, the minimum warranty charge is:

£50,000 per warranty year.

LIVE AWARE may quote a higher amount where justified by:

Hardware type;
deployment environment;
replacement cost;
availability of components;
geographic location;
operational intensity;
expected wear;
cybersecurity exposure;
technical complexity;
service requirements;
manufacturer restrictions; or
other commercial risks.

12. THREE-YEAR MINIMUM ADVANCE WARRANTY PURCHASE

Where the Customer elects to purchase a LIVE AWARE Hardware Warranty Plan, the minimum initial warranty commitment is three (3) consecutive years, unless LIVE AWARE expressly agrees otherwise in writing.

The entire three-year warranty charge must be paid in full and in advance before the Hardware Warranty Plan becomes effective.

At the minimum rate of 50% of Hardware purchase price per warranty year, the minimum three-year Hardware Warranty Plan therefore equals:

150% of the original net Hardware purchase price.

Example:

Hardware purchase price: £100,000

Year 1 warranty: £50,000
Year 2 warranty: £50,000
Year 3 warranty: £50,000

Minimum three-year warranty payment:

£150,000 payable in advance.

13. WARRANTY IS OPTIONAL

The Customer is not required to purchase an extended Hardware Warranty Plan unless an applicable Order or operational requirement states otherwise.

If the Customer elects not to purchase one, the Customer accepts the risk of Hardware:

repair;
replacement;
downtime;
failure;
degradation;
obsolescence;
maintenance; and
associated costs

following first operational use, subject always to mandatory rights that cannot lawfully be excluded.

14. NO RETROSPECTIVE WARRANTY

A Customer cannot ordinarily purchase warranty protection retrospectively after:

Hardware failure;
physical damage;
suspected failure;
an incident;
cyberattack;
environmental damage;
battery degradation;
component degradation; or
another event giving rise to a potential claim.

LIVE AWARE may refuse retrospective warranty requests.

PART V — SCOPE OF OPTIONAL WARRANTY

15. WARRANTY COVERAGE

The precise scope of any purchased Hardware Warranty Plan is governed by the applicable Order.

Unless expressly stated otherwise, a Hardware Warranty Plan covers only qualifying internal Hardware defects confirmed by LIVE AWARE following technical inspection.

16. LIVE AWARE DETERMINATION

A reported failure does not automatically establish a warranty claim.

LIVE AWARE may inspect, test, diagnose and investigate the Hardware before determining whether the failure falls within purchased warranty coverage.

17. REMEDY

For a valid claim under a purchased Hardware Warranty Plan, LIVE AWARE may at its reasonable discretion:

repair the Hardware;
replace a component;
replace the Hardware;
provide functionally equivalent Hardware;
provide refurbished Hardware;
reconfigure Hardware;
provide a workaround; or
provide another commercially reasonable remedy.

Unless mandatory law requires otherwise, the Customer does not have the right to dictate the technical remedy.

18. REPLACEMENT HARDWARE

Replacement Hardware need not be:

brand new;
identical in appearance;
the identical model;
from the identical production batch; or
equipped with non-essential identical components,

provided it offers materially equivalent functionality for the contracted purpose.

PART VI — WARRANTY EXCLUSIONS

19. PHYSICAL DAMAGE

Warranty does not cover physical damage including:

drops;
impacts;
cracks;
scratches;
dents;
broken displays;
damaged lenses;
bent housings;
damaged connectors;
broken ports;
damaged buttons;
crushed equipment; or
accidental damage,

unless an applicable Warranty Plan expressly includes such coverage.

20. WATER AND MOISTURE

Warranty does not cover damage caused by:

water;
liquids;
condensation;
excessive humidity;
immersion;
rain;
chemical exposure; or
moisture ingress,

unless the specific Hardware is expressly warranted by LIVE AWARE for the precise conditions concerned.

A manufacturer’s IP rating does not create an additional LIVE AWARE warranty.

21. ENVIRONMENTAL CONDITIONS

Warranty does not cover failure caused by operation outside documented environmental tolerances, including:

extreme heat;
extreme cold;
rapid temperature change;
vibration;
shock;
dust;
sand;
salt;
corrosive environments;
explosive environments;
radiation;
electromagnetic interference; or
unsuitable atmospheric conditions.

22. NORMAL WEAR

Warranty does not cover normal wear and tear.

23. BATTERIES

Batteries and other consumable or degradation-prone components are excluded unless expressly included in the applicable Hardware Warranty Plan.

Battery capacity naturally decreases through age, charge cycles, temperature and use.

Such degradation is not automatically a Hardware defect.

24. CUSTOMER MODIFICATIONS

Warranty is immediately excluded in relation to affected Hardware if it has been:

opened;
modified;
repaired;
reprogrammed;
reflashed;
rooted;
jailbroken;
altered;
dismantled;
tampered with; or
otherwise interfered with

by any person not authorised by LIVE AWARE.

25. UNAUTHORISED PARTS

Use of unauthorised:

batteries;
chargers;
power supplies;
cables;
antennas;
connectors;
replacement components;
accessories; or
spare parts

may invalidate warranty coverage where reasonably connected to the alleged failure.

26. CYBERSECURITY EVENTS

Hardware Warranty does not cover damage, failure, corruption or loss caused by:

hacking;
malware;
ransomware;
spyware;
malicious code;
unauthorised access;
denial-of-service activity;
network attacks;
firmware attacks;
credential compromise;
Customer security failures; or
third-party cyberattacks,

unless expressly covered under a separate contracted managed-security service.

27. SOFTWARE CHANGES

Hardware Warranty does not cover Hardware rendered incompatible because of:

Customer software changes;
operating-system modifications;
unsupported updates;
third-party applications;

API changes;

network changes;

unsupported firmware;

Customer registry changes;

unsupported drivers; or

third-party platform changes.

28. TELECOMMUNICATIONS AND NETWORKS

Hardware Warranty does not cover failures caused by:

cellular networks;
Wi-Fi networks;
Bluetooth interference;
satellite services;
internet providers;
Customer networks;
network congestion;
signal coverage;
third-party access points; or
telecommunications-provider changes.

29. FORCE MAJEURE

Warranty does not cover damage caused by events outside LIVE AWARE’s reasonable control, including:

fire;
flood;
lightning;
storm;
earthquake;
war;
civil disorder;
terrorism;
vandalism;
power surge;
electrical-grid failure;
natural disaster; or
governmental action.

PART VII — DELIVERY TERMS

30. EX WORKS

Unless an Order expressly states otherwise, all LIVE AWARE Hardware prices and deliveries are quoted and supplied on an EX WORKS (“EXW”) basis from the location specified by LIVE AWARE. Where the parties expressly incorporate an Incoterm, the applicable version shall be Incoterms® 2020, unless otherwise stated in the Order.

31. HARDWARE PRICE EXCLUDES SHIPPING

Unless expressly quoted otherwise, Hardware pricing excludes:

shipping;
freight;
courier charges;
express delivery;
air freight;
sea freight;
road transport;
special transport;
insurance;
handling by third-party carriers; and
final-mile delivery.

These costs are payable separately by the Customer.

32. HARDWARE PRICE EXCLUDES PACKAGING

Unless expressly stated otherwise, Hardware pricing excludes:

standard shipping packaging;
custom packaging;
protective packaging;
flight cases;
pallets;
crates;
export packaging;
hazardous-goods packaging;
moisture protection;
shock protection;
specialised transport containers; and
Customer-specific packaging.

Packaging costs may be separately invoiced.

33. TAXES AND DUTIES

Unless expressly stated otherwise, prices exclude:

VAT;
sales tax;
import duties;
customs duties;
customs brokerage;
tariffs;
levies;
inspection fees;
withholding taxes;
governmental charges; and
similar costs.

The Customer is responsible for such amounts where applicable.

PART VIII — RISK IN TRANSPORT

34. CUSTOMER TRANSPORT RISK

To the extent consistent with the applicable agreed delivery term, transportation occurs at the Customer’s cost and risk. The Customer is responsible for arranging appropriate:

collection;
freight;
transportation;
insurance;
customs clearance;
import procedures; and
final delivery.

35. CARRIER

Where LIVE AWARE assists the Customer by arranging transport, LIVE AWARE may do so as an administrative convenience. Unless expressly agreed otherwise, this does not transfer carrier risk to LIVE AWARE.

36. SHIPPING DAMAGE

The Customer must inspect shipments promptly. Visible transportation damage should be recorded with the carrier immediately. LIVE AWARE is not responsible for loss or damage caused after risk has passed to the Customer under the applicable delivery term.

37. TRANSPORT INSURANCE

The Customer is responsible for arranging appropriate cargo or transport insurance unless LIVE AWARE expressly agrees to procure such insurance at the Customer’s expense.

PART IX — TITLE

38. RETENTION OF TITLE

To the maximum extent permitted by applicable law, legal title to Hardware remains with LIVE AWARE until LIVE AWARE has received full cleared payment of all amounts due for the relevant Hardware. Risk and title may therefore pass at different times.

39. NO DISPOSAL BEFORE PAYMENT

Until title passes, the Customer must not knowingly:

sell;
pledge;
encumber;
dispose of; or
grant security over

unpaid Hardware in a manner inconsistent with LIVE AWARE’s retained ownership rights.

PART X — INSPECTION AND ACCEPTANCE

40. INSPECTION

Business Customers must inspect Hardware promptly following receipt.

41. VISIBLE DELIVERY DEFECTS

Any claim concerning:

incorrect quantity;
visibly incorrect item;
obvious physical delivery damage; or
obvious shipment discrepancy

should be reported to LIVE AWARE promptly and, where applicable, to the carrier. Failure to report a readily apparent issue promptly may prejudice LIVE AWARE’s ability to pursue the carrier or supplier.

42. OPERATIONAL ACCEPTANCE

Use, installation, commissioning or operational deployment of Hardware constitutes acceptance of the Hardware for operational use, without prejudice to mandatory legal rights that cannot be excluded.

PART XI — COMPATIBILITY

43. CUSTOMER REQUIREMENTS

Hardware may be selected for compatibility with specifications communicated to LIVE AWARE at the time of ordering. LIVE AWARE does not guarantee compatibility with subsequent Customer changes.

44. CUSTOMER CHANGES

The Customer bears the risk of compatibility problems resulting from later changes to:

networks;
operating systems;
infrastructure;
software;
APIs;
radio environments;
Customer applications;
third-party equipment;
security policies; or
deployment architecture.

PART XII — THIRD-PARTY HARDWARE

45. THIRD-PARTY MANUFACTURERS

LIVE AWARE may procure or configure Hardware originally manufactured by a third party. LIVE AWARE does not become the original manufacturer merely because it:

resells;
configures;
programs;
provisions;
integrates;
labels; or
supplies

such Hardware.

46. MANUFACTURER WARRANTIES

Where a third-party manufacturer provides a transferable warranty, LIVE AWARE may, at its discretion and where legally and practically possible, assist the Customer in identifying that warranty. A third-party manufacturer’s warranty does not create an additional LIVE AWARE warranty.

PART XIII — DATA

47. BACKUP BEFORE SERVICE

Before sending Hardware to LIVE AWARE, the Customer must:

back up required data;
remove confidential information where appropriate;
remove unnecessary personal data;
remove removable storage where instructed; and
preserve necessary credentials separately.

48. DATA LOSS

To the maximum extent permitted by law, LIVE AWARE is not responsible for loss of data stored locally on Hardware submitted for:

inspection;
diagnosis;
repair;
replacement;
reprogramming;
firmware restoration; or
warranty service,

unless data-preservation services have expressly been contracted.

49. HARDWARE MAY BE RESET

Diagnostic or repair procedures may require:

factory reset;
firmware replacement;
storage replacement;
secure erasure;
operating-system reinstallation; or
reconfiguration.

The Customer must assume that local data may be erased during servicing.

PART XIV — HARDWARE SUPPORT

50. HARDWARE SUPPORT IS NOT AUTOMATICALLY INCLUDED

Hardware purchase does not automatically include:

onsite support;
remote technical support;
replacement stock;
spare units;
installation;
maintenance;
monitoring;
repair labour;
expedited repair;
loan devices; or
emergency replacement.

Such services must be expressly purchased where required.

51. SLA

Hardware-related support may be made subject to a separate SLA.

52. EMERGENCY HARDWARE SUPPORT

Emergency assistance outside contracted support may be:

refused;
subject to availability;
separately quoted; or
charged at emergency rates.

PART XV — SPARE HARDWARE

53. CUSTOMER BUSINESS CONTINUITY

Where Hardware is operationally important, LIVE AWARE strongly recommends that the Customer purchase sufficient spare Hardware to maintain its own business continuity. LIVE AWARE does not guarantee immediate replacement stock.

54. COMPONENT AVAILABILITY

Hardware manufacturers may:

discontinue products;
change models;
alter specifications;
replace components;
stop producing spare parts; or
change distribution arrangements.

LIVE AWARE does not guarantee indefinite availability of identical replacement Hardware.

PART XVI — OBSOLESCENCE

55. TECHNOLOGY LIFECYCLE

Hardware may become obsolete due to technological development, regulatory changes, network changes, manufacturer decisions or Software evolution. Obsolescence is not a Hardware defect.

56. END OF LIFE

LIVE AWARE may designate Hardware as:

End of Sale;
End of Support;
End of Maintenance; or
End of Life.

Customers may then need to purchase replacement Hardware to continue receiving full functionality or support.

PART XVII — SECURITY

57. CUSTOMER PHYSICAL SECURITY

Following delivery, the Customer is responsible for physical security of Hardware.

58. LOST OR STOLEN HARDWARE

Lost or stolen Hardware is not covered by standard warranty. Replacement is chargeable.

59. CREDENTIALS AND CERTIFICATES

The Customer must protect credentials, certificates, keys, tokens and authentication material associated with Hardware.

PART XVIII — CUSTOMER OPERATION

60. TRAINING

The Customer is responsible for ensuring that personnel operating Hardware are appropriately trained.

61. SAFE OPERATION

Hardware must be operated:

in accordance with instructions;
within rated conditions;
for intended purposes;
in compliance with applicable law; and
using appropriate safety procedures.

62. HIGH-RISK ENVIRONMENTS

Unless expressly approved in writing, Hardware is not represented as appropriate for:

life-support systems;
aviation control;
nuclear control;
explosive environments;
autonomous weapons;
emergency medical decision-making; or
other applications where ordinary Hardware failure could reasonably result in death or catastrophic physical harm.

PART XIX — HARDWARE PERFORMANCE

63. NO UNINTERRUPTED OPERATION WARRANTY

LIVE AWARE does not warrant that Hardware will operate continuously or without interruption. All physical components are capable of failure.

64. NO ZERO-FAILURE REPRESENTATION

Any objective of robust or continuous operation is an engineering objective and not a representation that Hardware cannot fail.

65. REDUNDANCY

The Customer is responsible for implementing appropriate redundancy where uninterrupted operations are important.

PART XX — LIABILITY

66. EXCLUDED LOSSES

To the maximum extent permitted by applicable law, LIVE AWARE shall not be liable for indirect or consequential losses arising from Hardware failure, including:

loss of profit;
loss of revenue;
loss of contracts;
loss of opportunity;
business interruption;
loss of production;
loss of use;
loss of goodwill;
loss of anticipated savings;
replacement-system costs;
downtime;
loss of Customer-controlled data; or
wasted management time.

67. HARDWARE LIABILITY CAP

Subject to liabilities that cannot legally be limited, LIVE AWARE’s aggregate liability specifically arising from a particular Hardware Component shall not exceed the net amount actually paid to LIVE AWARE for the specific Hardware Component giving rise to the claim. Where the claim relates solely to a separately purchased Hardware Warranty Plan, liability under that plan shall be subject to any separate liability limitation contained in the applicable Order or Master Terms.

68. MANDATORY LIABILITY

Nothing excludes or limits liability where applicable law prohibits exclusion or limitation, including applicable liability for:

death or personal injury caused by negligence;
fraud;
fraudulent misrepresentation; or
other legally non-excludable liability.

PART XXI — CUSTOMER INDEMNIFICATION

69. MISUSE

To the maximum extent permitted by law, the Customer shall indemnify LIVE AWARE against third-party claims resulting from Customer-controlled:

unlawful use;
unauthorised modification;
unsafe operation;
improper installation;
unauthorised resale;
prohibited use;
deliberate misuse; or
use outside specified operating parameters.

PART XXII — NO CUSTOMER SELF-REPAIR

70. UNAUTHORISED REPAIR

Where Hardware contains LIVE AWARE custom programming, security configuration or proprietary integration, unauthorised repair may:

compromise security;
destroy configuration;
expose intellectual property;
invalidate support eligibility; and
invalidate any purchased warranty relating to the affected component.

PART XXIII — RETURNS

71. RETURN AUTHORISATION

No Hardware may be returned to LIVE AWARE without prior return authorisation where such authorisation is required by LIVE AWARE’s process.

72. UNAUTHORISED RETURNS

LIVE AWARE may refuse unauthorised returns.

73. RETURN COSTS

Unless LIVE AWARE expressly agrees otherwise or applicable law requires otherwise, the Customer bears:

return freight;
packaging;
insurance;
customs;
duties;
handling; and
associated return costs.

PART XXIV — DIAGNOSTIC COSTS

74. NON-WARRANTY DIAGNOSIS

Where Hardware is returned as allegedly defective but investigation determines that:

no defect exists;
the problem results from Customer configuration;
the problem is excluded from warranty;
the problem results from third-party systems;
the Hardware has been damaged;
the Hardware has been modified; or
the reported issue cannot reasonably be reproduced,

LIVE AWARE may charge reasonable:

diagnostic fees;
engineering time;
handling;
administration;
shipping;
packaging; and
testing costs.

PART XXV — NO REFUND

75. CUSTOM HARDWARE IS NON-REFUNDABLE

To the maximum extent permitted by applicable law, Customer-specific Hardware is non-refundable once LIVE AWARE has commenced:

procurement specifically for the Customer;
programming;
configuration;
integration;
customisation;
assembly;
licensing;
registration;
enrolment; or
shipment preparation.

76. USE ELIMINATES VOLUNTARY RETURN RIGHT

For business Customers, once Hardware has been installed, activated, commissioned or used, there is no voluntary return-for-refund right unless LIVE AWARE expressly agrees otherwise in writing.

PART XXVI — ORDER CANCELLATION

77. HARDWARE ORDER CANCELLATION

A Customer may not cancel a custom Hardware Order after LIVE AWARE has committed non-recoverable procurement, manufacturing, programming, licensing, integration or other costs unless LIVE AWARE expressly accepts cancellation.

78. CANCELLATION COSTS

Where LIVE AWARE voluntarily accepts cancellation, the Customer remains responsible for:

non-cancellable supplier costs;
committed inventory;
engineering work;
custom programming;
licensing;
restocking charges;
administration;
freight commitments;
packaging;
third-party charges; and
other reasonably incurred non-recoverable costs.

PART XXVII — INTELLECTUAL PROPERTY

79. EMBEDDED SOFTWARE

Hardware may contain LIVE AWARE:

firmware;
Software;
configuration;
scripts;
security controls;
certificates;
applications;
algorithms; or
other intellectual property.

Purchase of Hardware does not transfer ownership of such intellectual property.

80. LICENCE

Embedded LIVE AWARE Software remains licensed according to applicable Software Terms.

81. NO EXTRACTION

The Customer must not attempt to extract, clone, copy or reverse engineer proprietary LIVE AWARE firmware or Software except to the extent applicable law expressly prohibits such restriction.

PART XXVIII — RESALE AND TRANSFER

82. NO UNAUTHORISED RESALE OF CUSTOM HARDWARE

Customer-specific Hardware may not be represented to third parties as a transferable LIVE AWARE-supported deployment without LIVE AWARE’s written approval.

83. SUPPORT DOES NOT AUTOMATICALLY TRANSFER

Warranty, support, SLA, subscriptions and licences do not automatically transfer with Hardware upon resale unless LIVE AWARE expressly agrees.

PART XXIX — WARRANTY PLAN RENEWAL

84. CONTINUED WARRANTY

After the initial three-year paid warranty period, any continuation is subject to:

LIVE AWARE approval;
inspection where requested;
then-current pricing;
component availability; and
payment in advance.

85. NO GUARANTEE OF WARRANTY RENEWAL

LIVE AWARE is not required to offer warranty renewal indefinitely.

PART XXX — WARRANTY PLAN PRICE

86. MINIMUM, NOT FIXED MAXIMUM

The 50% of original Hardware purchase price per warranty year represents the minimum standard commercial rate unless otherwise agreed. It does not constitute a maximum price.

87. RISK-BASED PRICING

LIVE AWARE may charge more than 50% per year where Hardware is used in particularly demanding environments or where replacement/support costs justify a higher price.

PART XXXI — PAYMENT OF WARRANTY

88. ADVANCE PAYMENT CONDITION

No optional Hardware Warranty Plan takes effect until the required advance payment has been received in cleared funds.

89. NO COVER DURING NON-PAYMENT

An unpaid warranty quotation, draft order or proposed renewal does not provide warranty coverage.

PART XXXII — RELATIONSHIP TO SOFTWARE SLA

90. SEPARATE PRODUCTS

The Customer acknowledges that: Software SLA ≠ Hardware Warranty. Purchasing an SLA does not automatically create a Hardware Warranty. Purchasing a Hardware Warranty does not automatically create a Software SLA. Both must be purchased where both are required.

PART XXXIII — RELATIONSHIP TO SUBSCRIPTION

91. HARDWARE PURCHASE DOES NOT INCLUDE SOFTWARE SUBSCRIPTION

Unless an Order expressly states otherwise, purchasing Hardware does not create permanent entitlement to LIVE AWARE Software. Software Modules remain subject to applicable recurring subscriptions and licensing terms.

92. SOFTWARE EXPIRY

Hardware may remain physically owned by the Customer after Software subscription expiry while associated LIVE AWARE licensed functionality may cease to operate. The Customer acknowledges this distinction before purchase.

PART XXXIV — CUSTOMER ACKNOWLEDGEMENT

93. EXPRESS HARDWARE ACKNOWLEDGEMENT

By purchasing LIVE AWARE Hardware, the business Customer expressly acknowledges and agrees that:

LIVE AWARE is primarily a Software, licensing, platform and subscription provider.
Hardware may be supplied to enable or optimise LIVE AWARE technology.
Hardware may be custom programmed or configured for the Customer.
Customisation may materially reduce resale value.
Standard Hardware pricing does not include an ongoing voluntary commercial warranty from LIVE AWARE.
There is no automatically included one-year Hardware Warranty.
To the maximum extent permitted by law, any voluntary pre-use assurance ends upon first operational use unless a separate Hardware Warranty Plan applies.
Continuing Hardware Warranty protection must be separately purchased.
The standard minimum commercial price for such warranty is 50% of the original net Hardware purchase price per warranty year unless LIVE AWARE agrees otherwise.
The minimum initial Hardware Warranty commitment is three years unless LIVE AWARE agrees otherwise.
The minimum three-year warranty charge is therefore 150% of the original net Hardware purchase price.
The warranty charge must be paid in advance.
Hardware pricing is EX WORKS unless otherwise stated.
Shipping is excluded unless expressly quoted.
Packaging is excluded unless expressly quoted.
Taxes, customs duties and import charges are excluded unless expressly stated.
Transportation risk is allocated according to the applicable agreed delivery term.
Custom-configured Hardware is ordinarily non-refundable.
Customer misuse, modification, damage, hacking and inappropriate operating environments are excluded from warranty.
Software SLA and Hardware Warranty are separate commercial products.
Hardware purchase does not transfer ownership of LIVE AWARE Software or intellectual property.
The Customer is responsible for appropriate redundancy where Hardware is operationally critical.
Hardware may eventually become obsolete or unsupported.
No Hardware system can be guaranteed never to fail.
Mandatory statutory rights that cannot legally be excluded remain unaffected.

PART XXXV — PRE-PURCHASE COMMERCIAL NOTICE

94. PROMINENT HARDWARE NOTICE

LIVE AWARE should present the following notice prominently on Hardware quotations and Orders: IMPORTANT HARDWARE TERMS LIVE AWARE LTD IS PRIMARILY A SOFTWARE, LICENSING AND SUBSCRIPTION TECHNOLOGY PROVIDER. HARDWARE MAY BE CUSTOM PROGRAMMED, CONFIGURED OR INTEGRATED SPECIFICALLY FOR THE CUSTOMER. UNLESS EXPRESSLY STATED OTHERWISE, THE HARDWARE PURCHASE PRICE DOES NOT INCLUDE AN ONGOING LIVE AWARE COMMERCIAL HARDWARE WARRANTY AFTER FIRST OPERATIONAL USE. OPTIONAL EXTENDED HARDWARE WARRANTY MUST BE PURCHASED SEPARATELY. UNLESS OTHERWISE AGREED, THE MINIMUM WARRANTY PRICE IS 50% OF THE ORIGINAL NET HARDWARE PURCHASE PRICE PER WARRANTY YEAR, WITH A MINIMUM INITIAL THREE-YEAR COMMITMENT PAYABLE IN FULL IN ADVANCE. ALL HARDWARE PRICES ARE EX WORKS, EX SHIPPING AND EX PACKAGING UNLESS THE ORDER EXPRESSLY STATES OTHERWISE. CUSTOM-PROGRAMMED OR CUSTOM-CONFIGURED HARDWARE IS NON-REFUNDABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. MANDATORY STATUTORY RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED ARE UNAFFECTED.

PART XXXVI — GOVERNING TERMS

95. INCORPORATION

These Hardware Terms form part of the LIVE AWARE Master Terms applicable to the Customer.

96. CONFLICT

Where a specifically negotiated Hardware Order expressly varies these Hardware Terms, that Order takes precedence regarding the expressly varied matter.

97. GOVERNING LAW

Unless mandatory law requires otherwise, these Hardware Terms are governed by the laws of England and Wales.

98. JURISDICTION

For business Customers, the courts of England and Wales shall have exclusive jurisdiction unless a separately signed agreement expressly provides otherwise.

99. SEVERABILITY

If any warranty exclusion, limitation, risk allocation or other provision is found invalid or unenforceable, it shall be limited to the maximum extent legally permissible, and the remaining provisions shall continue in effect.

100. MAXIMUM PERMITTED PROTECTION

Every:

warranty exclusion;
liability limitation;
risk allocation;
return restriction;
payment obligation;
indemnification;
intellectual-property restriction;
transport provision;
warranty condition; and
Customer responsibility

contained in these Hardware Terms is intended to operate to the maximum extent permitted by applicable law. No provision shall be interpreted as voluntarily granting a broader warranty, refund right, return right, replacement right or remedy than expressly stated.

101. FINAL COMMERCIAL UNDERSTANDING

The Customer acknowledges that the commercial price of LIVE AWARE Hardware has been established on the basis that LIVE AWARE is not assuming an unlimited or automatically included long-term Hardware failure risk. A Customer requiring LIVE AWARE to assume additional Hardware failure risk must separately purchase the appropriate Hardware Warranty Plan at the applicable commercial price. The Customer therefore has the commercial choice to: (A) purchase the Hardware without an ongoing voluntary LIVE AWARE Hardware Warranty following first operational use and retain the relevant Hardware risks itself; or (B) purchase a separate LIVE AWARE Hardware Warranty Plan, subject to the applicable price, minimum term, advance-payment requirement, coverage terms, exclusions and conditions. This allocation of commercial risk is reflected in the Hardware price and forms a material basis upon which LIVE AWARE agrees to supply Customer-specific Hardware. LIVE AWARE LTD 128 City Road London EC1V 2NX United Kingdom Registered in the United Kingdom Company Number: 17360063 Email: info@live-aware.com END OF HARDWARE SUPPLY, CUSTOM CONFIGURATION, WARRANTY, DELIVERY, RISK AND LIABILITY TERMS