NETDUMA ROUTER AND SOFTWARE END USER LICENCE AGREEMENT
IT IS IMPORTANT THAT YOU READ THIS AGREEMENT CAREFULLY BEFORE AGREEING
TO THESE TERMS AND CONDITIONS BY CLICKING THE “AGREE” BUTTON AND USING
THE NETDUMA ROUTER AND THE SOFTWARE INSTALLED ON IT.
YOU MUST AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT SET OUT
BELOW IF YOU WANT TO USE OUR SOFTWARE ON THE NETDUMA ROUTER. BY
CLICKING THE “AGREE” BUTTON YOU CONFIRM THAT YOU AGREE TO THE TERMS AND
CONDITIONS IN THIS AGREEMENT.
ACCEPTANCE OF THIS AGREEMENT MUST BE BY AN ADULT. IF YOU ARE UNDER 18 YOU
WILL NEED YOUR PARENT OR GUARDIAN TO CLICK THE “AGREE” BUTTON TO ACCEPT
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT
YOU WILL NOT BE ABLE TO USE NETDUMA’S SOFTWARE WHICH IS INSTALLED ON THIS
NETDUMA ROUTER. IF YOU DO NOT WISH TO AGREE TO THESE TERMS AND
CONDITIONS IN THIS AGREEMENT YOU SHOULD CLICK THE “CANCEL” BUTTON.
CLAUSES 2.2 AND 2.3 BELOW SETS OUT WHAT YOU SHOULD DO IN THESE
THE TERMS AND CONDITIONS OF THIS AGREEMENT DEAL SPECIFICALLY WITH THE
LICENSING OF THE SOFTWARE WHICH IS INSTALLED ON THE NETDUMA ROUTER. THEY
APPLY IN ADDITION TO THE TERMS OF SALE WHICH APPLIED WHEN YOU PURCHASED
THE NETDUMA ROUTER.
THIS AGREEMENT CONTAINS IMPORTANT TERMS ABOUT THE USE YOU CAN MAKE OF
THE SOFTWARE AND THE ROUTER AND OUR RESPONSIBILITY TO YOU FOR ITS USE.
YOUR ATTENTION IS DRAWN IN PARTICULAR TO CLAUSES 4, 6, 8 AND 9 WHICH SET OUT
SOME LIMITATIONS ON THE RIGHTS YOU MAY HAVE AGAINST US IN CERTAIN
END USER LICENCE AGREEMENT
The terms and conditions set out in this end user licence agreement (the Agreement) forms a legal
agreement between you (the User or you) and Netduma Limited, a company registered in England
and Wales with company number 07497799 of 20-22 Wenlock Road, London, England, N1 7GU
(Netduma, we or us) for your use of the Netduma Router, the Software, the Documentation and
certain Third Party Software, further details of which are set out in clause 1 below.
By clicking the “Agree” button you are agreeing to the terms and conditions set out in this
Please note that your purchase of the Netduma Router does not give you any ownership of
rights in the Software. Our parent company, Netduma Software Limited, a company registered
in England and Wales with company number 09421043 of 20-22 Wenlock Road, London, England,
N1 7GU remains the owner of the Software and Documentation at all times and Netduma Limited
license you to use the Netduma Router with the Software and Documentation only as set out in this
You should print a copy of this Licence for future reference.
1. DEFINITIONS WHICH APPLY IN THIS AGREEMENT
1.1 Except as expressly otherwise stated, in this document the following definitions apply.
Agreement this end user licence agreement, including any changes
or additions made to it from time to time as described in
clause 19 (Variations) below.
Consumer an individual acting for purposes that are wholly or
mainly outside that individual’s trade, business, craft or
profession but where local law defines this term in
another way that definition will apply.
Documentation the quickstart guide (http://www.netduma.com/netdumaquickstart.pdf)
and online documentation on our
website, www.netduma.com, and user manual at
wiki.netduma.com relating to the use of the Netduma
Router, including the Software.
Effective Date the date on which you agree to the terms and conditions
of this Agreement by clicking the “Agree” button.
Feedback any comments, opinions, information, suggestions, ideas
or other feedback about the Netduma Router, Software
Documentation or their use.
all intellectual property rights anywhere in the world,
whether registered or unregistered, including any
applications or right of application for them, (and these
"intellectual property rights" include copyright and related
rights, database rights, confidential information, trade
secrets, know-how, business names, trade names,
trademarks, service marks, software, code, passing off
rights, unfair competition rights, patents, rights in designs
and any similar rights in any part of the world).
Netduma Router the Netduma R1 router, including the firmware, and any
related components such as power adaptors, on which
the Software and Third Party Software is supplied to the
User, and which is the medium for delivery of the
Returns Policy the Netduma returns and refund policy set out on the
Website at www.netduma.com/terms.
Software the software developed and owned by Netduma
Software Limited and licensed to us.
Third Party Software any software owned or developed by third party
licensors, including open source software, which the
Netduma Router and Software makes use of, details of
which are set are set out at
Updates any updates, upgrades or additional code made
available by Netduma in connection with the Software
from time to time.
User Location the location where you usually use the Netduma Router
where one or more devices (such as personal
computers, laptops, tablets and smart phones etc.) are
connected to, controlled by or are able to be controlled
by the Netduma Router for you own non-commercial use.
Website the website operated by Netduma at www.netduma.com.
1.2 In this Agreement, any references to clauses are to other clauses in this Agreement.
1.3 The clause headings in this Agreement are for reference only
1.4 Any requirement for something to be “in writing” or “written” in this Agreement includes
1.5 In this Agreement, general words shall not be given a narrow interpretation because they
are preceded or followed by words suggesting a particular type of matters or things.
1.6 An individual is treated as a consumer for the purposes of English law if he or she is an
individual acting for purposes that are wholly or mainly outside that individual’s trade,
business, craft or profession. If you are based in the UK Advice about your legal rights
as a consumer is available from your local Citizens' Advice Bureau or Trading
1.7 References in this Agreement to personal information refer to personal data as defined in
the Data Protection Act 1998 and any replacement legislation from time to time.
2. IMPORTANT INFORMATION ABOUT THIS CONTRACT
2.1 By clicking the “Agree” button as part of the set up process for the Netduma Router, you
acknowledge that you have read and understood this Agreement and agree that this
Agreement will be binding on you and any person you authorise to use the Netduma Router
and the Software. You acknowledge that by confirming that you agree to this Agreement
you are also agreeing to the terms and conditions of the licences of the Third Party Software
used by the Software and the Netduma Router details of which are set out at
2.2 If you do not agree to the terms of this Agreement, we will not license the Software and
Documentation to you and you will not be able to use the Netduma Router with the Software.
If you do not wish to proceed, you should click the “Cancel” button and discontinue the
2.3 If you do not wish to agree to be bound by this Agreement you should return the Netduma
Router and Software in accordance with the returns policy on our Website at
www.netduma.com/terms or, if you purchased from one of our resellers, the return policy or
terms that apply to your purchase of the Netduma Router. If you return the Netduma Router,
you should do this with your proof of purchase. If you do this, we will refund your payment
for the Netduma Router as provided in the returns policy or, if we agree this with you, provide
an alternative router without the Software. If you have any questions about this, you can
contact us as provided in clause 26 below (Customer Contact).
2.4 The terms of this Agreement include, in particular, limitations on our liability. These are set
out in clause 6 (Limited Warranty) and in clause 8 (Limitation of liability if you are a
consumer) or clause 9 (Limitation of Liability if you are not a consumer), in any other
2.5 You acknowledge that it is your responsibility to make any person you allow to use the
Netduma Router aware of the terms of this Agreement and to ensure that the comply with
2.6 Where any person “accepts” this Agreement on your behalf when first using the Netduma
Router that person will be treated as having done this on your behalf.
2.7 The Netduma Router and the Software are intended for your own personal non-commercial
use. You must not use the software for commercial purposes without obtaining our written
permission to do so.
3. GRANT AND SCOPE OF LICENCE
3.1 In consideration of you agreeing to be bound by the terms of this Agreement, Netduma
hereby grants to you a non-exclusive, non-transferable licence to use the Software installed
on the Netduma Router and the Documentation on the terms of this Agreement from the
Effective Date until it is terminated as set out in clause 13 (Termination) below at a single
User Location for non-commercial purposes.
3.2 The right granted in clause 3.1 above does not give you any right to sub-licence the
Netduma Router, Software or Documentation to any other person, except as stated in this
Agreement and is subject to other restrictions on your use. These restrictions are set out
below. In particular, you should be aware of the restrictions on use of the Netduma Router,
Software and Documentation set out in clause 4 below (Restrictions).
3.3 The licence granted by this Agreement allows you to:
3.3.1 use the Software (including any Third Party Software it uses) and Documentation
only for your own non-commercial purposes on the Netduma Router with which it
3.3.2 receive any Updates incorporating additional functionality and corrections of errors
as may be provided by Netduma from time to time (together with any updated or
additional Documentation); and
3.3.3 use any Documentation in support of the use permitted under this clause 3.3 and
make one copy of the Documentation if reasonably necessary for your own lawful
3.4 You acknowledge that we do not sell the Software, Third Party Software or the
Documentation to you. Ownership of the Software, Documentation and any Third Party
Software remains with us or our licensors.
3.5 To the extent that Third Party Software is included in the Netduma Router and Software,
you agree to comply with the terms which apply to this as set out on our Website
3.6 Subject to the provisions of clause 4 (Restrictions), you may transfer your Netduma Router
in its entirety (including all the Software, Third Party Software and Documentation) to
another individual for non-commercial use provided that you give the person you are
transferring it to a copy of this Agreement (and any earlier versions of it) and they comply
with it. In such circumstances, you must not retain any copies of anything relating to the
Netduma Router, the Software, Documentation, and any archival copy where applicable,
and you agree that you will still keep all information about them which relates to our
confidential information and intellectual property rights confidential.
3.7 If any such person to whom you are transferring your Netduma Router to does not accept
the terms and conditions of this Agreement, then your right to use the Software granted to
you by this Agreement shall automatically terminate and you do not retain any rights under
this Agreement in respect of the transferred Netduma software. However your obligations
under this Agreement in respect of intellectual property and confidential information of
Netduma and its licensor shall survive any termination of this Agreement.
3.8 After termination as set out above, you may not use the Software. Netduma at its discretion
may retrieve the Product and return the Hardware to you with the Software removed. Your
rights automatically and immediately terminate without notice from Netduma if you fail to
comply with any provision of these Terms and Conditions. No notice shall be required to
effectuate such termination. Upon termination, you must immediately stop using the
3.9 Any rights in or relating to the Software, Third Party Software or Documentation not licensed
or given to you in this Agreement are retained by Netduma or its licensors.
3.10 You agree that your use of the Netduma Router is and will at all times be in accordance
with all applicable laws and regulations.
4.1 Except as expressly set out in this Agreement or as permitted by any local law, you
4.1.1 not to sell, resell, rent, loan, lease, sub-license, supply, publish, distribute or redistribute
the Netduma Router and/or Software or Documentation;
4.1.2 not to edit, translate, merge, adapt or alter the Netduma Router, Software or
4.1.3 not to copy the Software or to use the whole or any part of it to create any new
software, products or materials or separate the Software into its component parts;
4.1.4 not to make alterations to, or modifications of, the whole or any part of the Software
nor permit the Software or any part of it to be combined with, or become
incorporated in, any other programs;
4.1.5 not to redistribute, allow any new third party rights to be established over, rent,
lease, sublicense or use the Software in a timesharing or service bureau
4.1.6 not to do anything else to transfer your rights to use the Software except as set out
in this Agreement;
4.1.7 not to disassemble, de-compile, reverse engineer, reduce to human readable form
or otherwise attempt to derive or determine the source code or the logic for the
Software or create derivative works based on the whole or any part of the Software
nor attempt to do any such things except to the extent that applicable laws prohibit
such restriction because they are essential for the purpose of creating a noninfringing,
inter-operable program with another software program, and provided
that the information obtained by you during such activities:
(a) is used only for the purpose of achieving inter-operability of the Software
with another software program. We will undertake to make this information
readily available to you and you agree to make requests of Netduma before
attempting to decompile the licensed Software. Netduma has the right to
impose reasonable conditions such as a fee for doing so. You must first
give Netduma sufficient details of your objectives and of the other software
concerned. The request for appropriate information from Netduma should
be made via email to [email protected]
Failure to contact the
Owner in these circumstances invalidates any right you might otherwise
have had to decompile the Software
(b) is not disclosed or communicated without Netduma's prior written consent
to any third party to whom it is not necessary to disclose or communicate
(c) is not used to create any software which is substantially similar to the
(d) is not used to develop a competing software product, or otherwise in any
manner not set out in this Agreement or the documentation;
(e) is not used to copy the firmware (other than one backup copy for archival
purposes only) to use on a multi-user system or operate it separately from
the Product onto which it is embedded;
(f) is not used to invade the privacy rights of any Third Party nor to harvest
personally identifiable information;
(g) is not used to collect any Third Party’s data to ascertain the bandwidth
usage including but not limited to, the Third Party’s bandwidth consumption,
the websites the Third Party has visited or the devices the Third Party has
connected to the router;
(h) is not used to collect or harvest any third party’s personally identifiable
information, to send unauthorized commercial communications or to invade
the privacy rights of any third party;
(i) is not used to contravene clauses 15.1 and 15.2 of this agreement;
(j) is not used for any unlawful purpose, and/or in any manner that breaches
4.1.8 to make a maximum of one copy of the Software for backup purposes only. Any
such copy or copies and the medium they are stored on shall be the property of
Netduma and all copies must bear proprietary notices shown in relation to the
original Software. The storage medium will be returned to you once the copy or
copies of the Software have been removed from it. Nothing contained in this
Agreement is to be interpreted as an assignment or transfer of any copyright,
patent rights, design rights or any other intellectual property rights in the Software
as a whole or any part of it in such integral software. All rights are reserved by us,
Netduma Software Limited and others who have licensed Third Party Software for
us to use it with the Software Router.
4.1.9 to keep all the Software and the Documentation secure and comply with the
requirements set out in clause 14 (Confidentiality) below;
4.1.10 to supervise and control use of the Netduma Router, Software and Documentation
and ensure that the Software is used by you and anyone you permit to use it in
accordance with the terms of this Agreement;
4.1.11 not to use the Netduma Router, Software or Documentation to provide any services
to any other person;
4.1.12 not to remove or alter any trademark, logo, copyright notice, proprietary notices,
symbols or labels on the Netduma Router or all entire and partial copies of the
Software and Documentation in any form and not to remove any Netduma
copyright, trademark, proprietary notices, logos or labels from the Netduma Router,
its packaging or the Documentation;
4.1.13 not to provide, or otherwise make available, the Software in any form, in whole or
in part (including, but not limited to, program listings, object and source program
listings, object code, source code, data files and configuration files) to any person,
without prior written consent from us; or
4.1.14 not to tamper with, disassemble or misuse the Netduma Router or Software
4.2 We are only supplying the Software on the Netduma Router and Documentation for your
non-commercial use, access and operation of the Netduma Router at your User Location.
4.3 You must not use the Netduma Router, the Software or Documentation for any commercial
purposes without obtaining a licence from us to do so.
5 INTELLECTUAL PROPERTY RIGHTS
5.1 You acknowledge that all intellectual property rights in the Software (and any Updates) and
the Documentation throughout the world belong to us or are licensed to us, that the rights
in the Software are licensed (not sold) to you, and that you have no rights in, or to, the
Software or the Documentation other than the right to use them in accordance with the
terms of this Agreement and, in the case of any Updates, any additional or replacement
5.2 You acknowledge that you have no right to have access to the Software in source code
5.3 The integrity of this Software is protected by technical protection measures so that the
intellectual property rights, including copyright, in our Software are not misappropriated.
You must not attempt in any way to remove or circumvent any such technical protection
measures, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer,
advertise or expose for sale or hire, nor have in your possession for private or commercial
purposes, any means whose sole intended purpose is to facilitate the unauthorised removal
or circumvention of such technical protection measures.
5.4 If you become aware of any claim or potential claim against you relating to the fact that your
use of the Netduma Router, Software or Documentation infringes the intellectual property
rights of any other person, you should notify us immediately, and in any case, within ten (10
days), so that we can take such action as we consider appropriate to deal with this. This
may include us obtaining a right for you to continue to use the Netduma Router, Software
or Documentation or us modifying the Netduma Router, Software or Documentation so that
they become non-infringing. Alternatively, we may terminate this Agreement and require
you to return the Netduma Router, Software and Documentation and provide you with a
refund of the price you paid for the Netduma Router, discounted to reflect the period of use
you have had of it.
5.5 If a legal action is brought against you on the basis that the Netduma Router, Software or
Documentation infringes the intellectual property rights of any other person you will notify
us immediately, and in any case, within seven (7) days of the legal action that has been
brought against you. You agree that we may, at our cost, defend such action and you will
provide us with any reasonable assistance we need form you in relation to this. In these
circumstances, you may be entitled to compensation from us subject to the other provisions
of this Agreement.
5.6 Netduma will have no obligation to you under clause 5.4 or 5.5 if any claim relating to an
alleged infringement arises from your use of the Netduma Router or Software otherwise
than as permitted in this Agreement or arising from its use with other software not provided
6 LIMITED WARRANTY
6.1 You agree and acknowledge that the Software is supplied to you with the Netduma Router
which is the medium for making the Software available to you. The Software is only
intended for use with the Netduma Router. It is not intended for use with any other router
and we cannot warrant that the Software will provide the functionality as set out at
https://netduma.com/features/ if it is used on any other kind of router.
6.2 We warrant that:
6.2.1 the Software has been designed, programmed and tested by Netduma so that it
will, when properly used on the Netduma Router on which it is supplied, will perform
substantially in accordance with the Documentation and will have the functionality
detailed at https://netduma.com/features/;
6.2.2 the Software is fit for the purpose for which it is provided and is of satisfactory
6.2.3 that the Documentation correctly describes the operation of the Software in all
material respects as found in your documentation as well as at
6.3 You acknowledge that complex software is never wholly free from defects, error and bugs.
Subject to clauses 6.2 above and your statutory rights, the Software is provided “as is” and
may contain undiscovered defects, error and bugs. We will provide you with updates and
bug fixes, from time to time, as we feel is appropriate.
6.4 You acknowledge and agree that the Netduma Router and Software makes use of Third
Party Software which is subject to separate licence terms and which is provided without
warranty and we cannot therefore be responsible for any claims arising from this. Details
6.5 In respect of Software, we have taken all reasonable steps to ensure that the Software we
provide will be free of interruptions, failures or malfunctions caused by viruses, worms,
Trojan horses, ransomware, spyware, adware and other malicious software programs.
However, we cannot take responsibility for the Third Party Software used in connection with
our Software or for any loss or damage caused by the use of the Netduma Software by you
or those you allow to use it.
6.6 You further agree that in using the Netduma Router and Software, you will also be using
the services of other third parties (such as internet service providers, telecoms/wireless
carriers or mobile providers) to make use of the Netduma Router and Software. We are not
responsible for these third party services and how they affect the Netduma Router and
Software. It is your responsibility to make sure that you are aware of the separate policies,
appropriate, ensure that you make backup copies of your data.
6.7 You agree that you will have no right against us in respect of any defect or failure of the
Netduma Router or Software:
6.7.1 if the defect or fault in the Netduma Router results from you having amended or
made any changes the Netduma Router or Software (or any Third Party Software)
or are due to you having removed the Software or any other software or component
from the Netduma Router or have installed any other software on the Netduma
6.7.2 if the defect or fault in the Software results from you having used the Software
except as detailed in the Documentation or in contravention of any of the terms
referred to in this Agreement.
6.8 Subject to your statutory rights, since we cannot know exactly how you will use the Netduma
Router and the Software and whether they are suitable for the use you intend to make of
them, you use the Netduma Router and Software at your own risk and Netduma cannot
accept responsibility for:
6.8.1 any incompatibility with any devices and equipment you use it with or the failure of
the Netduma Router or Software to function with all the software applications,
including online games, you wish to use it with. We do not warrant or guarantee that
the software will be compatible or function with all online games; and
6.8.2 the use of the Netduma Router or Software in hazardous environments as it is not
fault tolerant and it should not be used in any circumstances where a failure could
lead to death, personal injury or physical damage to property or other items of
6.9 Where damage does occur to other devices or equipment attached to the Netduma Router
we will only be responsible to the extent that we have not taken reasonable care and skill
to try to prevent this.
6.10 Except to the extent expressly provided in this Agreement, we cannot give you any
assurance that the use of the Netduma Router or Software by you or anyone you allow to
use it, will not give rise you any legal liability on your part or the part of any other person.
6.11 In addition, the laws that apply in some countries may not allow some or all of the limitations
or exclusions set out in this clause 6. If this is the case in the law of the country you apply,
some or all of these limitations or exclusions may not apply to you and you may have
additional rights. You should seek local legal advice about your rights.
7 REMEDIES AND RETURNS
7.1 Your purchase of the Netduma Router will be subject to the terms that applied when you
purchased it. These will give you certain remedies if the Netduma Router, Software or
Documentation are not as they were described at the time you bought them and, if you are
a consumer, the Netduma Router and Software must also be fit for purpose and of
satisfactory quality. If the Netduma Router or Software is damaged, has faults or is
otherwise defective, you should contact the person who sold it to you as soon as possible
to inform of them, of the defect, fault or damage and to arrange for a refund, repair or
replacement. Where these terms give you the right to return the Netduma Router to us, you
should do this with proof of purchase and details or an example of the defect as detailed in
our returns policy at www.netduma.com/terms.
7.2 Where you do not accept this Agreement but there is no defect, damage or fault with the
Netduma Router or Software, the provisions of clause 2.3 above apply and we may provide
you with a refund or an alternative router without the Software, if we agree this with you.
You must notify us within 14 days of purchase.
7.3 You agree and acknowledge that the Netduma Router on which the Software is installed is
sold to you solely as the medium for the delivery and operation of the Software and, unless
otherwise agreed by you and us in writing, the Netduma Router on which the Software is
provided may be new, refurbished or from various manufacturers. If the Netduma Router
has to be replaced for any reason, replacement may be on a similar basis subject to any
statutory rights you may have as a consumer.
8. LIMITATION OF LIABILITY IF YOU ARE A CONSUMER
8.1 If you are a consumer you have certain legal rights in relation to the Netduma Router, the
Software and Documentation which cannot be excluded where those items are faulty or not
8.2 You acknowledge that the Software has not been developed to meet your individual
requirements and that it is therefore your responsibility to ensure that the facilities and
functions of the Software as used on the Netduma Router as described at
https://netduma.com/features/ meet your requirements.
8.3 You agree not to use the Software (as installed on the Netduma Router or otherwise) and
the Documentation for any commercial, business or re-sale purposes, and we have no
liability to you for any loss of profit, loss of business, business interruption, or loss of
business opportunity arising as a result of any commercial use in breach of the terms of this
8.4 If there is a problem with the Netduma Router or the Software that damages a device or
any other digital content belonging to you and this is caused by Netduma’s failure to use
reasonable skill and care, we will either repair the damage or pay you compensation.
However, we will not be liable for damage which you could have avoided by following our
advice to download and install an update offered to you for free or for damage caused by
you failing to correctly follow instructions about use or anything in the Documentation or
have in place the minimum system requirements advised by us.
8.5 We are only responsible for loss or damage you suffer that is a foreseeable result of our
breach of this Agreement or our negligence up to the amount specified in clause 8.6 but we
are not responsible for any loss or damage that is not foreseeable. Loss or damage is
foreseeable if they were an obvious consequence of the breach of the terms of this
Agreement. or if they were contemplated by you and us at the Effective Date.
8.6 Our maximum aggregate liability under or in connection with this Agreement whether in
contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a
sum you paid for the Netduma Router with the Software. This does not apply to the types
of loss set out in clause 8.8.
8.7 The Netduma Router, Software and Documentation are supplied only for your personal noncommercial
use. If you use the Netduma Router, the Software and Documentation for any
commercial, business or re-sale purposes neither we nor our licensors or third party
resellers will have any liability to you for any loss of profit, loss of business, business
interruption or loss of business opportunity.
8.8 Nothing in this Agreement shall limit or exclude our liability for:
8.8.1 death or personal injury resulting from our negligence;
8.8.2 fraud or fraudulent misrepresentation; or
8.8.3 any other liability that cannot be excluded or limited by English law.
8.9 The laws of some countries may not allow some or all of the limitations of liability set out in
this Agreement. If these laws apply to you, some or all of the above limitations may not
apply and you might have additional rights and you should take local legal advice.
8.10 The foregoing provisions shall be enforceable to the maximum extent permitted by
applicable law but do not affect your statutory rights.
9 LIMITATION OF LIABILITY IF YOU ARE NOT A CONSUMER
9.1 You acknowledge that the Software as provided to you with the Netduma Router has not
been developed to meet your individual requirements, and that it is therefore your
responsibility to ensure that the facilities and functions of the Netduma Router and the
Software as described in the Documentation meet your requirements.
9.2 We only supply the Netduma Router, Software and Documentation for non-commercial use
at one User Location and you agree not to use the Netduma Router, Software or
Documentation for any re-sale purposes.
9.3 We shall not under any circumstances whatever be liable to you, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, arising under or in connection
with the Agreement for:
9.3.1 loss of profits, sales, business, or revenue;
9.3.2 business interruption;
9.3.3 loss of anticipated savings;
9.3.4 loss or corruption of data or information;
9.3.5 loss of business opportunity, goodwill or reputation; or
9.3.6 any indirect or consequential loss or damage.
9.4 Other than the losses set out in clause 9.3 (for which we are not liable), our maximum
aggregate liability under or in connection with this Agreement whether in contract, tort
(including negligence) or otherwise, shall in all circumstances be limited to a sum equal to
the sum you paid for the Netduma Router and the Software even if we have been advised
of the possibility of such losses. This maximum cap does not apply to clause 9.5.
9.5 Nothing in this Agreement shall limit or exclude our liability for:
9.5.1 death or personal injury resulting from our negligence;
9.5.2 fraud or fraudulent misrepresentation; or
9.5.3 any other liability that cannot be excluded or limited by English law.
9.6 To the maximum extent permitted by law, we shall not be liable for any claim or for any loss
or damage as a result of forces and or circumstances beyond our control, including without
limitation any act of god, war, terrorism, labour dispute, accident, or other circumstances
affecting the Netduma Router of Software or telecommunications disruption, even if this is
reasonably foreseeable or we have been advised of the possibility of any such loss or
9.7 This Agreement sets out the full extent of our obligations and liabilities in respect of the
supply of the Netduma Router, Software and Documentation. Except as expressly stated
in this Agreement, there are no conditions, warranties, representations or other terms,
express or implied, that are binding on us. Any condition, warranty, representation or other
term concerning the supply of the Netduma Router, Software and Documentation which
might otherwise be implied into, or incorporated in, this Agreement whether by statute,
common law or otherwise, is excluded to the fullest extent permitted by law.
9.8 The laws of some countries may not allow some or all of the limitations of liability set out in
this Agreement. If these laws apply to you, some or all of the above limitations may not
apply to you and you might have additional rights and you should take local legal advice.
9.9 The foregoing provisions shall be enforceable to the maximum extent permitted by
applicable law but do not affect any statutory rights you may have.
10 THIRD PARTY SOFTWARE
10.1 The Netduma Router uses Third Party Software which is not owned by Netduma but is
licensed to us and which we have the right to use in connection with the Netduma Router
10.2 You understand that use of the Third Party Software is subject to the terms of this
Agreement and the provisions that apply to it as set out at www.netduma.com/opensource.
This contains additional rights and restrictions relating to the use of that Third Party Software
and that some or all of it may be supplied without warranties.
10.3 You acknowledge that no owner of Third Party Software will have any obligation or liability
to you as a result of this Agreement or your use of such Third Party Software in connection
with the Netduma Router, the Software of Documentation.
10.4 If you think that you may be subject to a claim because the Netduma Router or Software
infringes the rights of any third party, you should notify us as provided in clauses 5.4 or 5.5
11 UPDATES AND UPGRADES
11.1 Subject to the terms of this Agreement, we may provide Updates to the Software and
Documentation at our sole discretion. These may be free or subject to a fee and may be
made available by us through such means as we decide.
11.2 We may also in future offer you an Upgrade with enhanced functionality, for which an
additional charge will be made, if you decide you wish to take up this offer.
11.3 All updates will be subject to the terms of this Agreement (the licence terms that are
applicable to their use from time to time) and when updates or upgrades are available you
may be asked to confirm your acceptance of the licence terms applicable to their use.
Where this happens these terms will be regarded as forming part of this Agreement.
12 OUR RIGHTS AGAINST YOU IN CERTAIN CIRCUMSTANCES
12.1 If you do not comply with the terms of this Agreement and do anything which gives someone
else the right to make a legal claim against Netduma or its third party licensors or resellers,
we may hold you responsible and claim from you reasonable compensation for the financial
losses and costs we incur as a result of you not complying with the terms of this Agreement,
which are reasonably foreseeable. In such circumstances, we may also terminate your right
to use the Software as provided in clause 13 (Termination).
12.2 Where clause 12.1 applies you agree that we may take legal action in any relevant country
to try to prevent any claims or to try to prevent you any breach or further breach of this
12.3 If your breach relates to disclosure of confidential information about the Software, Third
Party Software or the Documentation, we may also take legal action to obtain a court order
in the courts of the relevant country or countries in which you are based to try to prevent
any further disclosure of our confidential information by you.
13.1 If you breach or fail to comply with any material provision of this Agreement, your right to
use the Software will automatically terminate.
13.2 We may also notify you in writing that your right to use the Software as set out in this
Agreement is at an end if we become aware of any breach of a material provision of this
Agreement or of any persistent breach of any term of this Agreement, which is not remedied
(if it can be remedied) within 7 days of a notice from us requiring you to do this, or if you
notify us of an infringement claim relating to the Netduma Router, Software or
Documentation and we are not able to resolve this matter on reasonable commercial terms
in a way that allows you to continue to make use of the Netduma Router, Software or
13.3 You may terminate this Agreement at any time if you no longer wish to use the Netduma
Router or the Software of if the terms applicable to the Netduma Router, Software,
Documentation and Third Party Documentation are changed and you do not wish to
continue to use them on the new terms.
13.4 Upon termination for any reason:
13.4.1 all rights granted to you under this Agreement shall cease. For the avoidance of
doubt, your obligations under this Agreement in respect of intellectual property and
confidential information of Netduma and its licensor shall survive any termination
of this Agreement;
13.4.2 you must cease all activities authorised by this Agreement; and
13.4.3 you must immediately return the Netduma Router with the Software and
Documentation to us and, if you fail to do so, we may arrange for it to be collected
13.5 Where you have terminated the Agreement under clause 13.3 and returned the Netduma
Router, we may at our discretion, provide a replacement router without the Software or a
refund taking into account the period of use prior to you deciding to terminate the
13.6 Nothing in this clause 13 shall affect any statutory rights that you may have if the Netduma
Router, the Software or Documentation was faulty or is not as it was described when you
13.7 If this Agreement is terminated by either of us, any provision of it that expressly states that
it says is intended to come into or remain in force on or after the termination of this
Agreement (or where this is clearly the implication of the relevant provision) shall remain in
full force and effect, even though this Agreement has been ended.
13.8 Termination of this Agreement by either party and for any reason will not affect any rights
that may have arisen as at the date of termination or which arise following the termination
of this Agreement.
14.1 You acknowledge and agree that the Netduma Router, Software and Documentation
contains information which is confidential, proprietary and valuable to Netduma and its
licensors. You are not entitled to make any use of either the Netduma Router, Software or
Documentation, except as permitted by the terms of this Agreement.
14.2 You agree to keep any confidential information and intellectual property rights about or
contained in the Netduma Router, Software or Documentation confidential as referred to in
clause 14.1 and not to publish, disclose, distribute, transmit, post or otherwise make it
available to any other person except as permitted by this Agreement.
14.3 Nothing in this clause 14, shall prevent you from disclosing any information required by law
or of an order or court or any information which is no longer confidential because it is publicly
available for some reason other than as a result of breach of this Agreement by you (or any
person for whom you are responsible).
14.4 Where clause 14 applies we may take legal action to obtain a court order to prevent any
further disclosure as provided above, because the potential financial loss would be so
damaging to our business if the breach continues.
14.5 For the avoidance of doubt, the provisions of this clause 14 shall survive the termination of
15 DATA STORAGE AND DATA PRIVACY
15.1 When you are using the Netduma Router with the Software, your data will be stored
temporarily as it is routed through the Router.
15.2 Except as set out in clause 15.1, data routed via the Netduma Router is never stored or
analysed by us during use
15.3 Where we do hold personal information about you arising from your purchase of a Netduma
Router and/or the licensing and support of the Software as a result of you obtaining the
Router from us or one of our resellers, this will be held subject to, and processed in
15.4 We may pass your personal information to other companies within the same group of
companies as Netduma with your consent or where necessary in connection with provision
of any support or services to you relating to the Netduma Router, Software, Third Party
referred to above.
15.5. If you do not wish Netduma or any of its group companies or any reseller from whom you
have obtained the Netduma Router to use your personal information, please contact
Netduma at any time using the contact details set out at the end of this Agreement in clause
26 (Customer Contact).
16 COMMUNICATIONS BETWEEN US
16.1 If you wish to contact us in writing, have any questions or if any provision in this Agreement
requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid
post to Netduma Limited using the contact details set out in clause 26 below (Customer
Contact) or by emailing us at [email protected]
We will confirm receipt of this by
contacting you in writing, normally by e-mail.
16.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid
post to the address you used when you placed your order for the Netduma Router with us
or one of our resellers.
17 YOUR FEEDBACK AND HOW WE MAY USE THIS
17.1 If you provide us with any Feedback concerning the Netduma Router, Software,
Documentation or their use either directly or indirectly to us or via any forums, you
acknowledge and agree that we will have the right to use your Feedback as set out in clause
17.2 If you provide Feedback, you agree that we will have a continuing, non-exclusive,
irrevocable licence worldwide to use, copy, adapt, modify, publish and display the Feedback
without any payment to or asking your permission and to commercialise it, at our discretion,
without crediting you or asking your approval or paying you for this.
17.3 If you provide any Feedback on our forum(s) or on otherwise via our Website, you agree
that is your responsibility to ensure that it is not in any way illegal, obscene, abusive,
threatening, defamatory, invasive of privacy, infringing of intellectual property rights or
otherwise harmful to third parties or objectionable and does not consist of or contain
software viruses, political campaigning, commercial solicitation, chain letters, mass mailings
or any form of "spam".
17.4 If you do something which breaches the terms of this clause 17, we may charge you or
claim from you, reasonable compensation for the damages and costs we will incur as a
result of you breaching the terms of this Agreement. We may also end your right you use
the Software in such circumstances under clause 13 (Termination).
18.1 If you need support relating to the use of the Netduma Router, Software or Documentation
you should contact us using the contact details set out in clause 26 below (Customer
18.2 You may also be able to get support via our forum at forum.netduma.com.
19.1 No variation of this Agreement (or any replacement or updated version of it) is effective
unless we agree to it in writing. If you need us to vary any provision, specifically for you or
the use you intend to make of the Netduma Router and Software, please contact us using
the details set out in clause 26 (Customer Contact) and we will contact you to discuss
whether we can agree a variation. If we do agree a variation this will be recorded in writing.
19.2 We may vary the terms of this Agreement from time to time upon reasonable notice or when
we supply Updates and ask you to confirm your acceptance of the applicable terms. The
licensors of Third Party Software may also change their terms from time to time. Any new
terms applicable to our Software or the Third Party Software will be posted on our Website.
If you do not wish to continue to use the Software (including any Third Party Software) once
the terms have been changed, you can terminate this Agreement in accordance with the
provisions of clause 13 (Termination).
19.3 We will take reasonable steps to inform you of changes to this Agreement or other terms
applicable to use of the Netduma Router and Software via the Website at
www.netduma.com. However, those changes will apply to you, whether or not you have
seen the notification of the updates or read the revised terms.
20 EXPORT CONTROL REQUIREMENTS ETC
20.1 You may only make use of the Netduma Router, the Software and Documentation for your
own non-commercial use. You must not export it or allow any person acting for you to
export, re-export or transfer the Netduma Router and/or the Software to any national or
resident of any country where there is an embargo in force.
20.2 You acknowledge that the Netduma Router, the Software and Documentation may contain
software and technical data that are subject to export control laws. In agreeing to the terms
of this Agreement, you confirm that you are not a citizen of or located within an embargoed
or otherwise restricted country and are not prohibited under export control laws from
receiving or using the Netduma Router, the Software and Documentation.
20.3 If you do export, disclosure or transport the Netduma Router and/or the Software in breach
of the provisions of this Agreement, you agree that we may charge you or claim from you
reasonable compensation for the costs we will incur as a result of you breaching the terms
of this Agreement.
21 OTHER IMPORTANT TERMS
21.1 This Agreement does not give you any rights in relation to the use of the Netduma Router,
the Software or Documentation not expressly granted to you in this Agreement.
21.2 We may transfer our rights and obligations under this Agreement to another organisation,
but this will not affect your rights or our obligations under this Agreement.
21.3 You may only transfer your rights or your obligations under this Agreement to another
person subject to clause 3.6.
21.4 This Agreement is made between you and Netduma. Except where we have agreed that
you can transfer you rights to another person, this Agreement is not intended to be
enforceable by any third party (other than Netduma Software Limited or any other person
who licences their rights to us in connection with the Netduma Router or Software and our
resellers). Neither you nor Netduma need to get the agreement of any other person to
change its terms except where the rights of Netduma’s licensors are affected.
21.5 If you are not regarded as a consumer for the purposes of this Agreement, this Agreement
and any document expressly referred to in it constitutes the entire agreement between you
and us to the exclusion of any other terms or conditions you try to impose or incorporate or
which might be implied by law. You acknowledge that you have not relied on any statement,
promise or representation made or given by or on our behalf which is not set out in this
Agreement or any document expressly referred to in it.
21.6 If we fail to insist that you perform any of your obligations under this Agreement, or if we do
not enforce our rights against you, or if we delay in doing so, that will not mean that we have
waived our rights against you and will not mean that you do not have to comply with those
obligations. If we do waive a default by you, we will only do so in writing, and that will not
mean that we will automatically waive any later default by you.
21.7 Each of the provisions of this Agreement operates separately. If any court or competent
authority decides that any of them (or any part of them) are unlawful or unenforceable, the
remaining provision (or part of the relevant provision) will remain in full force and effect.
21.8 In some cases, these terms will be translated into another language. If there are any
inconsistencies between the English language version and a translated version, the English
language version will override the version in another language.
21.9 If you are a consumer, please note that this Agreement, its subject matter and its formation,
are governed by English law. You and we both agree to that the courts of England and
Wales will have non-exclusive jurisdiction. You consent to this jurisdiction and will not raise
jurisdiction simpliciter or forum non conveniens. Both parties will try to solve any
disagreements quickly and efficiently. If you are not happy with the way we deal with any
disagreement and decide to take court proceedings, you may do so within the English
21.10 For consumers, we will try to resolve any disagreement or disputes quickly and efficiently.
If you are not happy with the way we deal with any disagreement, you and we may refer
the matter to mediation, but neither you nor we are restricted from bringing any court
21.11 If you are a business customer, this Agreement, its subject matter and its formation (and
any non-contractual disputes or claims) are governed by English law. We both agree to the
exclusive jurisdiction of the courts of England and Wales.
21.12 The laws of some countries may not allow some exclusions and limitations of responsibility
and liability as set out in this Agreement and/or may give you additional rights in relation to
the Netduma Router, Software and Documentation. If you may wish to discuss these rights
you can contact Netduma as provided in clause 26 (Customer Contact). The Netduma
Router, together with the Software and Documentation, is intended for use and may only
be used in countries where their use is lawful.
21.13 To the extent that it might be applicable to this Agreement, the application of the United
Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
22 U.S. GOVERNMENT RESTRICTED RIGHTS
22.1 In the event of acquisition of the Software by or for any unit or agency or other part of the
United States Government, the Software and the Documentation shall be classified as
commercial computer software with 'RESTRICTED RIGHTS' applicable to private and
public licenses alike, under FAR 12.212-1(a) (1995) or DFARS 227.7202-1(a) DFARS
227.7202-3(a)(1995). The computer commercial software and commercial software
documentation, and their use, duplication, release, modification, disclosure, reproduction,
performance or display without limiting the foregoing shall be governed solely by the terms
of this Agreement and is prohibited except to the extent expressly permitted by this
Agreement. The contractor / manufacturer is Netduma Limited of 20-22 Wenlock Road,
London, N1 7GU, United Kingdom.
22.2 The Software and the Documentation is owned by Netduma Software Limited and licensed
by Netduma Limited.
THE FOLLOWING ADDITIONAL PROVISIONS APPLY TO CUSTOMERS WHO ARE
CONSUMERS IN AUSTRALIA ONLY
23 LIMITED WARRANTY (AUSTRALIAN CONSUMER ONLY)
23.1 If the Netduma Router is connected in accordance with our instructions, and is operated as
instructed, it will substantially conform to the features and functionality as detailed on our
website at https://netduma.com/features/. However, the Software may contain
undiscovered bugs and errors. Bug fixes and updates will be provided from time to time as
appropriate at Netduma’s discretion.
23.2 The Netduma Router with the pre-installed Software is delivered to you with guarantees that
cannot be excluded under the Australian Consumer Law. The warranties and remedies in
this clause 23 apply to purchases made in Australia and are exclusive and in lieu of all
others, oral, written, express or implied. Any and all other warranties are expressly
23.3 You are entitled to a replacement or refund for a major failure of the Software and
compensation for any other reasonably foreseeable loss or damage.
23.4 You are also entitled to have the Netduma Router with the pre-installed Software repaired
or replaced if the Product fails to be of acceptable quality and the failure does not amount
to a major failure. If Netduma, in its sole determination, is unable to replace the defective
Router, it will refund the depreciated purchase price of the Netduma Router.
23.5 As set out in clauses 3 and 5 above, Netduma Limited and any third party suppliers retain
any and all the intellectual property rights in the Netduma Router and Software and you
acknowledge that the Netduma Router is sold to you solely as the medium for the delivery
and operation of the licensed Software and, unless otherwise agreed by the parties in
writing, Netduma at its option may provide a Netduma Router that is either new or
refurbished or of a different manufacturer. In the event that the Netduma Router has to be
replaced, Netduma will replace it with a new or refurbished router or a router of a different
manufacturer. In the event that Netduma has to repair the Netduma Router, Netduma will
at its option repair with new or refurbished spare parts. Netduma will ensure as far as
practicably possible that the replacement Router will be of the same or greater capability.
24 EXCLUSIONS (AUSTRALIAN CONSUMER ONLY)
24.1 The warranty provided under this section dealing with the rights of Australian customers
only does not cover defects or problems that arise due to you causing the Netduma Router
to become of unacceptable quality, such as failure to take reasonable care or damage
caused by abnormal use. Further, you assume all responsibilities for choosing, installing
and using the Netduma Router.
24.2 If you alter the Netduma Router and/or the Software in any way without being authorised to
do so by Netduma, defects caused by such alteration will not be remedied by Netduma and
you will be liable for any damages incurred by Netduma due to your unauthorised alteration.
24.3 The warranty under this section will not apply if the Netduma Router has been used or
maintained in a manner that does not conform to the Netduma Router manual and/or
electronic instructions, or has been modified in any way, or has had any serial number
removed or defaced.
24.4 The software may contain open source materials. To the extent permissible at law Netduma
makes no warranties, and shall have no liability, direct or indirect, whatsoever with respect
to open source materials contained in the software. Please take note of the other provisions
of this Agreement regarding Third Party Software.
24.5 Netduma shall only be liable under Australian Consumer Law for losses which are
reasonably foreseeable and caused by our breach of guarantees or by our negligence. In
the absence of any negligence or other breach of duty by us the use of the licensed Software
and Product is at your risk.
25 MAKING A CLAIM (AUSTRALIAN CONSUMER ONLY)
25.1 If the Netduma Router is defective, you must inform Netduma within 14 days of discovering
the defect at our Customer Service email address [email protected]
and ask for a
return merchandise authorisation (RMA) code. Netduma will send you an email with details
on how to send the Netduma Router and your allocated RMA code.
25.2 You will send the Netduma Router to Netduma with all related media manuals, serial
number and our logo and a copy of your receipt which indicates the date of purchase.
Netduma will notify you of receipt within 14 days of receiving the Netduma Router.
25.3 Upon delivery to Netduma, we will organise for the Netduma Router to be assessed to
determine (at our discretion) if the alleged defect is covered by this consumer guarantee,
and you will be given the outcome by telephone, email or letter.
25.4 Any and all defects covered by this consumer guarantee will be scheduled for repair or
replacement (at our option) and undertaken within a reasonable period of time, depending
upon the availability of replacement parts, components and appropriate persons to
undertake the work.
25.5 Netduma shall notify you in writing if we intend to replace the returned Netduma Router with
a refurbished router or with a different manufacturer’s router or if it intends to repair the
defective router with refurbished parts.
25.6 As an Australia customer, you may call +44 845 0943747 with questions regarding our
warranty. To enable us to honour any claims made under this warranty, the Netduma
Router must be sent, at your expense, to the following address: Netduma Ltd at Basepoint
(B34), 110 Butterfield, Great Marlings, LU2 8DL, United Kingdom.
25.7 Any replacement medium will be warranted for the remainder of the original warranty period.
26 CUSTOMER CONTACT
26.1 If you have any questions concerning this Agreement or if you would like to contact
Netduma for any other reason, you can contact us by using any of the following methods.
26.2 Via our website www.netduma.com;
26.3 Email: [email protected]
26.4 By telephoning our customer service team at +44 845 0943747; or
26.5 By writing to us at: Netduma Limited, Basepoint (B34), 110 Butterfield, Great Marlings, LU2
8DL, United Kingdom