ARM’S GENERAL TERMS AND CONDITIONS OF SALE & SUPPLY (“Terms of Sale & Supply”)
Where these Terms of Sale & Supply apply to you, they shall apply to the exclusion of all other terms and conditions, including any terms and conditions which you may purport to apply under any purchase order, confirmation of order, or similar document, or to imply by trade custom or course of dealing, unless specifically agreed in writing by a duly authorized representative of Arm.
What Arm’s Terms of Sale & Supply cover. Arm’s Terms of Sale & Supply are the terms and conditions on which we supply software, hardware, and associated support and maintenance (all referred to in these Terms of Sale & Supply as “products”) and professional services (also described by Arm on its website and documentation as ‘Additional Services’) (“services”) to you. If you are ordering in your professional capacity as a representative of a company or organization, the company or organization will also be bound by Arm’s Terms of Sale & Supply, and you represent that you are authorized to accept the Terms of Sale & Supply on behalf of such company or organization. Arm’s Terms of Sale & Supply shall not apply where you have entered into a separate written agreement with Arm in respect of your order. These Terms of Sale & Supply, together with any terms and conditions on Arm webpages, which are incorporated by reference herein, may be revised and updated by Arm at any time.
Why you should read them. Please read Arm’s Terms of Sale & Supply carefully before you submit your order to us. In addition to the details set out below, the Terms of Sale & Supply include terms and conditions relating to the following topics, which can be found further down this webpage or by clicking on the relevant topic:
- How you can contact us and how we will, if required, contact you.
- What happens if we cannot accept an order submitted by you.
- What happens if you or we wish to make changes to an order.
- How, where and when we will provide products and/or deliver services to you.
- When you will be responsible for products and when you will take ownership.
- When and why we might need to withdraw or suspend supply/access to certain products or services.
- How you may change or cancel the contract.
- Details of Arm’s refund and return policies.
- How we may end the contract.
- What to do if there is a problem with a product or service.
- Details of any warranties provided by Arm in respect of the products and services, including any associated procedures and time limits.
- Further details relating to when and how you must pay us and any associated taxation provisions.
- Our responsibility for any loss or damage suffered by you.
- Additional terms and conditions that apply to the provision of certain services.
Your contract with Arm. We are Arm Limited (a company registered in England and Wales under company registration number 02557590 and with its UK registered office located at 110 Fulbourn Road, Cambridge, CB1 9NJ, UK, registered VAT number GB 636902822) and its group of companies (“Arm”). Your contract for the supply of the products and/or services that are detailed in the quotation, order confirmation, invoice or other order document relating to your purchase will be with the Arm entity that is named on that Arm order document.
When your contract with us is formed. Our acceptance of your order will take place when we email an order confirmation to you, at which point a contract will come into existence between you and us.
Certain products and services may be subject to additional terms. Some of our products and services may be subject to end user license agreements and/or other additional terms and conditions (“additional terms”), and where this is the case, the additional terms will be brought to your attention on our website or otherwise. In the event of any conflict between the Terms of Sale & Supply and the additional terms, the additional terms shall prevail. Your access to and use of any Arm software product, and your rights (if applicable) to receive support and maintenance for such software product, will, unless otherwise notified to you by Arm, be subject to the end-user license agreement provided with or incorporated into the software product (as may be updated from time to time). If you are purchasing services from Arm, your receipt of such services and, where applicable, any materials, recordings, reports or other service deliverables related to such services will be subject to the additional terms and conditions applicable to the individual service, details of which are set out below.
Warranties covering our products. Whether we provide a warranty depends on what product or service you are buying or licensing (directly or via an Arm authorised reseller) from Arm. Details of any warranties we provide are set out below.
Prices and payment. The price payable for the product or service shall be the price set out in the quotation, order confirmation or invoice to which these Terms of Sale & Supply are attached or other applicable agreement in effect at the time of despatch. Unless otherwise specified, all prices are quoted exclusive of VAT and any other tax or duty. Unless otherwise specified on the front of Arm’s invoice, payment of each invoice shall be due and payable in full without any deduction or set-off within thirty (30) days of the date of invoice. If you have purchased service tokens from Arm, these can be exchanged for certain services. The Service Token Exchange List set out on Arm’s website details the number of service tokens you are required to exchange for a particular service.
We may transfer your contract to someone else. We may transfer our rights and obligations under the Terms of Sale & Supply to another organization.
You need our consent to transfer your rights under the contract to someone else. You may only transfer your rights or your obligations under the Terms of Sale & Supply to another person if we agree to this in writing.
Nobody else has any rights under the contract. The contract covered by the Terms of Sale & Supply is between you and us. No other person shall have any rights to enforce any of its terms.
If a court finds part of this contract illegal, the rest will continue in force. Each of the clauses and paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses and paragraphs will remain in full force and effect.
Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms of Sale & Supply, or if we delay in taking steps against you in respect of your breaking this contract, this will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the products and/or services, we can still require you to make the payment at a later date.
Arm intellectual property rights. Arm shall retain all its rights, title and interest in any and all Arm products and services (including any and all associated support and maintenance and service deliverables) and any intellectual property therein (“intellectual Property” including, but not limited to, any patents, patent applications, trade marks, service marks, registered designs, applications for any of the foregoing, copyright, unregistered design right, and any other similar protected rights in any country to the extent recognized by any relevant jurisdiction as intellectual property, trade secrets, and know-how).
Arm confidential information. You acknowledge that the Arm products, services, and associated service deliverables, and any and all documentation and other information provided to you by Arm during discussions about or in connection with the products and/or services (including these Terms of Sale & Supply) contain trade secrets and confidential information of Arm (“confidential information”). You agree to maintain all such confidential information in confidence and apply security measures (such measures to be no less stringent than the measures which you apply (or should reasonably apply) to protect your own like information, but not less than a reasonable degree of care) to prevent their unauthorized disclosure and use. Subject to any restrictions imposed by applicable law, the period of confidentiality shall be indefinite.
Export requirements. Arm products may be subject to UK, EU, and U.S. export control and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) (hereafter collectively referred to as “export regulations”). You agree to comply fully with all applicable export regulations. You agree to not, either directly or indirectly, export in breach of the export regulations any Arm products, nor any direct products thereof: (i) to any country, company or person subject to export restrictions or sanctions under the applicable export regulations without required export authorization; or (ii) for any prohibited end use, including, without limitation, nuclear, chemical, or biological weapons proliferation, which at the time of export requires an export license or other governmental approval, without first obtaining such license or approval and without prior written approval from Arm. You agree not to provide to Arm any data or services subject to the International Traffic in Arms Regulations (ITAR), the 500/600 Series of the EAR or other military export control regimes.
Sanctions. You represent and warrant that: (i) neither you nor any of your affiliates is currently the target of any economic or financial sanctions or trade embargoes administered or enforced by the United Nations Security Council, the European Union, H.M. Treasury or the United States; (ii) neither you nor any of your affiliates is more than 50% owned, or is controlled (directly or indirectly) by an entity which is subject to such sanctions; and (iii) neither you nor any of your affiliates is located, organized or resident in a country or territory that is the subject of territory wide sanctions, which for the purposes of these Terms of Sale & Supply includes (but is not limited to) Crimea, Cuba, Iran, North Korea, Russia and Syria.
Which laws apply to your contract with Arm. Except as set out below, Arm’s Terms of Sale & Supply are governed by English law. If your contract for the supply of products and/or services is with the Arm US entity, Arm Inc., the Terms of Sale & Supply and your contract with Arm is governed by the law of the State of California, USA, except to the extent that you are placing an order for products and/or services in your capacity as an agency, contractor or instrumentality of the U.S. Government, in which case, the Terms of Sale & Supply shall be governed by the US federal law of government contracting.
How you can contact us and how we will, if required, contact you
- If you have any query concerning ordering or accessing a particular product or service, please contact your sales representative or message us using the online form available at https://www.arm.com/company/contact-us/product-inquiries.
- If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
- When we use the words “writing” or “written” in these Terms of Sale & Supply, this includes email unless stated otherwise.
What happens if we cannot accept an order submitted by you
If we are unable to accept your order, we will inform you of this and will not charge you for the product or service. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or service, or because we are unable to meet a delivery deadline or supply to a location you have specified.
What happens if you or we wish to make changes to an order
- If you wish to make a change to your order, please contact us as described above and we will let you know if the change is possible.
- We may change our products and services:
- to reflect changes in relevant laws and regulatory requirements; or
- to implement technical adjustments, updates or improvements.
- We may update or require you to update software products from time to time.
How, where and when we will provide products and/or deliver services to you
- In advance of placing your order, estimated costs of delivery (where applicable) are available on request. Please contact your sales representative for further information. Actual costs of delivery will be provided to you when you place your order.
- In advance of placing your order for certain services, Arm may need to agree further details with you about the services (including, without limitation, the date(s), duration, location and, where applicable, number of attendees) and check your eligibility to receive the services. When such details are agreed, your order can be placed. Arm is under no obligation to accept any orders for services where you are not eligible to purchase the services and/or the details of the services to be provided have not been agreed.
- In order to book a service using service tokens you must follow the Service Booking and Cancellation Process set out on Arm’s website.
- When you place your order for products, Arm will provide you with an estimated delivery date. Delivery dates are subject to Arm’s standard delivery lead-times applicable at that time.
- If the products are physical goods (such as hardware probes or other hardware products), we will deliver them to you as soon as reasonably possible after the day on which your order is received.
- If the product is a one-off license to receive software, we will make the software available for download by you as soon as possible after your order is accepted.
- If the product is a license to receive software and associated support and maintenance over an agreed license term, we will make available the software product to you as soon as your order is accepted, and support and maintenance (if any) will be made available in accordance with the terms of the relevant end-user license agreement (unless your contract with Arm is terminated early in accordance with these Terms of Sale & Supply).
- If Arm is providing you with a service, Arm, in providing such service, shall use any resources, employees and subcontractors (including any employees and subcontractors of Arm group companies) that it deems appropriate. You shall ensure that you provide all reasonable assistance, equipment, facilities and information to us to enable us to provide the services on-site or remotely, including, if applicable, access to facilities, and to health, safety and security requirements. During provision of the service, you (or your attendees) must not behave in a way that is considered disruptive, likely to cause damage, nuisance, offence, or injury, is in breach of any on-site rules and regulations, or would likely be considered generally unacceptable.
- If Arm provides you with any service deliverables you shall not, without Arm’s written permission, copy, distribute, record or modify the service deliverables, or remove any proprietary notice applied to them, and you are only permitted to use such service deliverables internally for the purpose of supporting and enabling your use of Arm technology in accordance with the terms of the applicable Arm technology license agreement.
- We are not responsible for delays outside our control. If our supply of a product or service is delayed by an event outside our reasonable control then we will contact you to let you know and will take steps to minimize the effect of the delay and, where possible, make alternative arrangements. If it becomes necessary to cancel your order as a result of events outside our reasonable control, Arm’s liability shall be limited to refunding any fees paid for the relevant product or service.
When you will be responsible for products and when you will take ownership
- Products will be your responsibility from the time of delivery, at which point risk of loss and damage will pass to you. Except as otherwise agreed in writing by Arm, delivery of a physical product (e.g. hardware probe) is deemed to have taken place when the physical product passes to the carrier at Arm’s premises.
- You own a physical product once we have received payment in full. All software products supplied by Arm are licensed not sold, and except as expressly provided in the relevant end-user license agreement, you acquire no rights to any Arm software.
- If you do not provide information requested by Arm within a reasonable time, or if you give us incomplete or incorrect information, we may either end the contract in accordance with these Terms of Sale & Supply or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time after we ask for it.
When and why we might need to withdraw or suspend supply/access to certain products or services
- We may have to suspend the supply of a product or service from time to time:
- to deal with technical problems or make minor technical changes;
- to update the product or service to reflect changes in relevant laws and regulatory requirements;
- to make changes to the product;
- as a result of resourcing issues.
- Please contact us for further information if you are unable to access a product or service using the contact details provided above.
- If you do not pay us for the products and/or services when you are supposed to in accordance with these Terms of Sale & Supply, and you still do not make payment within thirty (30) days of a reminder, we may suspend supply of the products and/or services until you have paid us the outstanding amounts.
- If Arm has confirmed that it will provide you with a service and is subsequently unable to do so for any reason, where possible Arm shall contact you prior to the service commencing and both parties shall enter into discussions to mutually agree alternative arrangements for the provision of such service.
How you may change or cancel the contract
- Your rights when you cancel the contract will depend on what you have bought or licensed, whether there is anything wrong with it, how we are performing, and when you decide to cancel the contract.
- If what you have bought is faulty or misdescribed you may have a legal right to cancel the contract (or to get a product updated or replaced, or to get some or all of your money back). Please contact us to discuss the problem.
- Canceling the contract because of something we have done or are going to do. If you are canceling a contract for one of the following reasons, the contract will end immediately, we will refund you in full for any products or services which have not been provided and, depending on the circumstances, you may also be entitled to compensation:
- we have told you about an error in the price or description of the product or service you have ordered and you do not wish to proceed;
- there is a risk that supply of the product or service may be significantly delayed because of events outside our reasonable control;
- we have suspended supply of the product or service for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than five (5) days; or
- you have a legal right to cancel the contract because of something we have done wrong.
- Exercising your right to change your mind (Consumer Contracts Regulations 2013). If you are a consumer (i.e. an individual acting in a personal capacity and not in the course of a trade or profession), for most products and services bought online you have a legal right to change your mind within fourteen (14) days and receive a refund by contacting us (using the details provided above), subject to the following provisions.
- When you don’t have the right to change your mind. Even if you are a consumer, you do not have a right to change your mind in respect of:
- software products after you have started to download or access them;
- sealed computer software, once these products are unsealed after you receive them; and
- services where you request early supply of such services during the cancellation period.
- How long do I have to change my mind? How long you have to change your mind depends on what you have ordered and how it is delivered.
- Have you bought software for download? If so, you have fourteen (14) days after the day your order is confirmed, or, if earlier, until you start downloading the software. You acknowledge and agree that you will lose your right to cancel the contract between you and Arm in respect of the software as soon as the download begins.
- Have you bought physical products (for example, hardware probes)? If so, you have fourteen (14) days after the day you receive the products.
- Have you bought service tokens? If so, you have fourteen (14) days after the day your order is confirmed, or, if earlier (because you have requested early supply of services), until the date on which the services purchased using the service tokens commences.
- Have you bought a service? If so, you have fourteen (14) days after the day your order is confirmed, or, if earlier (because you have requested early supply of services), until the date on which the supply of services commences.
- Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind, you can still cancel the contract before it is completed, but you may have to pay us compensation. A contract for physical products or software products is completed when the product is delivered or downloaded and paid for. A contract for ongoing software support and maintenance or for services is completed when we have finished providing the software support and maintenance or services (as applicable) to you and you have paid for them. If you want to cancel a contract before it is completed where we are not at fault and you are not exercising a right of cancellation, please contact us (using the details provided above) and we will let you know what the options are in the particular circumstances.
- In respect of services, in the event of you changing or canceling a confirmed service, the following shall apply:
- Where you provide Arm with written notice requesting to change, rearrange or cancel a service more than fifteen (15) days prior to the agreed service start date, the parties shall enter into discussions and use reasonable endeavors to mutually agree, in writing, alternative arrangements for the provision of such service. Rearranged training must take place within twelve (12) months of the initial booking date; and
- Where you provide Arm with written notice requesting to change, rearrange or cancel the service less than fifteen (15) days prior to the agreed service start date, Arm reserves the right to invoice you to cover all reasonable travel and other costs and expenses that Arm has incurred in relation to planning and preparing for the provision of the service that that you have requested to change, rearrange or cancel. Such invoice shall not exceed the fee payable by you for the applicable service. Where possible and appropriate, the parties shall enter into discussions and use reasonable endeavors to mutually agree, in writing, alternative arrangements for the provision of such service. Rearranged training must take place within twelve (12) months of the initial booking date.
- In order to change or cancel a service booked using service tokens, you must follow the Service Booking and Cancellation Process set out on Arm’s website.
Details of Arm’s refund and return policies
- Returning products after canceling the contract. If you cancel the contract for any reason after physical products have been dispatched to you or you have received them, you must return them to us. If you are exercising your right to change your mind you must send off the products within fourteen (14) days of telling us that you wish to cancel the contract (unless otherwise agreed with us).
- When we will pay the costs of return. We will pay the costs of return:
- if the products are faulty or misdescribed;
- if you are canceling the contract because we have told you of an error in pricing or description, a delay in delivery due to events outside our reasonable control, or because you have a legal right to do so as a result of something we have done wrong.
In all other circumstances (including where you are exercising your right to change your mind), you must pay the costs of return.
- What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
- How we will refund you. We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
- Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
- We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the products that has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the products and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
- The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then you will only be refunded what you would have paid for the cheaper delivery option.
- Where the refund relates to software support and maintenance or a subscription or ongoing service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
- When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your consumer right to change your mind then:
- If the products are physical goods and we have not offered to collect them, your refund will be made within fourteen (14) days from the day on which the product is received back from you or, if earlier, the day on which you provide evidence that you have returned the product. Details of how to return a product are set out above.
- In all other cases, your refund will be made within fourteen (14) days of your telling us you have changed your mind.
How we may end the contract
- We may end the contract if you break it. We may end the contract for a product and/or service at any time by contacting you if:
- you do not make any payment when it is due and you still do not make payment within thirty (30) days of a reminder that payment is due;
- you do not, within a reasonable time, provide us with information that is necessary for us to provide the products and/or services; or
- you fail to comply with these Terms of Sale & Supply and (where applicable) the terms and conditions of any end user license agreement.
- You must compensate us if you break the contract. If we end the contract in the situations set out above, we will refund any money you have paid in advance for products and/or services not provided, but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
- We may withdraw the product or service. We may write to you to let you know that we are going to stop providing a product or service. We will let you know as soon as reasonably possible of our stopping supply, and will refund any sums you have paid in advance for products and/or services which will not be provided.
What to do if there is a problem with a product or service
- How to tell us about problems. If you have any questions or complaints about a product or service, please contact us as described above.
- Your legal rights. We are under a legal duty to supply products and services that are in conformity with this contract. Nothing in these Terms of Sale & Supply will affect your legal rights. If you are in the UK, for detailed information on your legal rights please visit the Citizens Advice website.
- Products may vary slightly from their pictures or descriptions. The images and descriptions of the products on our website(s) are for illustrative purposes only. The products may vary slightly from those images and descriptions.
Warranties provided by Arm in respect of the products and services, including any associated procedures and time limits
- For physical products (excluding any firmware or software supplied with or preloaded into the physical products), Arm warrants to you that (a) the product(s) shall be free from defects in materials and workmanship under normal use; and (b) the product(s) will perform substantially in accordance with any accompanying documentation for the period of (i) in respect of any third party power supplies and cables supplied by Arm and included with the product(s), ninety (90) days from your receipt of the product(s), and (ii) for other product items, twelve (12) months from the date of your receipt of the product(s) (together the “warranty period”). Sole Remedy: If your unit(s) of the product fail within the warranty period, then, subject to you first returning the defective unit(s) to Arm in accordance with the requirements set out below, Arm will, in Arm’s sole discretion, either repair or replace your unit(s), in each case free of charge. If Arm has agreed to repair your unit(s) under this clause, but has not repaired and despatched them within sixty (60) days of receipt from you, then at your request Arm will loan you a replacement unit or units for your temporary use until the repair is complete. You agree that any such loan shall be on a ‘sale or return’ basis, meaning that you agree to buy the loaned unit(s) at the then current Arm ‘one-off’ list price if, within thirty (30) days of Arm’s despatch of the repaired unit(s) to you, Arm has not received the loaned unit(s) from you. Accordingly, Arm may invoice you for such non-returned units immediately after the end of such thirty (30) day period. If Arm agrees to replace your unit(s) under this clause, Arm will endeavor to replace them from any existing stock Arm may have, subject to Arm’s standard delivery lead-times applicable at that time. Any replacement unit(s) of the product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Subject to your statutory rights if you are a consumer, this clause sets out Arm’s entire liability and your exclusive remedy under the limited warranty provided herein. Procedures and time limits for warranty claims: To make a claim under this clause, you must (i) notify Arm of your claim in writing, and, before the end of the warranty period, provide proof of purchase of the unit(s) concerned from Arm or an Arm authorized reseller; (ii) ensure your defective unit(s) of the product are returned to Arm no later than thirty (30) days after such notification; and (iii) follow the procedure detailed below when returning defective products to Arm. Arm shall be entitled to reject any claims that do not comply with the requirements of this clause. Products out of warranty: If a product fails outside the warranty period, then you may either; (i) order a new product; or (ii) return the product to Arm and, subject to availability of resources, Arm will provide you with a quotation for the repair of the failed product (if Arm in its sole discretion considers such repair to be commercially reasonable).
- For software products, any and all warranties given by Arm regarding software (which includes firmware) and/or associated support and maintenance shall be governed by the specific end user license agreement provided with or incorporated into the software product (as may be updated from time to time). If there is no such agreement, no warranty applies to the software, firmware or associated support and maintenance.
- For services, Arm warrants that it shall use reasonable care and skill in providing such services.
Further details relating to when and how you must pay us and any associated taxation provisions
- What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products and services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.
- No counterclaim by you may be set-off against any payment due under any contract without the prior written consent of Arm. Interest shall be payable on overdue accounts at the rate of five percent (5%) above the National Westminster PLC base rate from time to time, running from the due date for payment thereof until receipt by Arm of the full amount, whether or not after judgment.
- We will pass on changes in the rate of VAT or sales tax. If the rate of VAT or sales tax changes between your order date and the date the product or service is supplied, we will adjust the rate of VAT or sales tax that you pay, unless you have already paid for the product or service in full before the change in the rate of VAT or sales tax takes effect.
- If you are based in Israel, you are obligated to report applicable VAT on payments made to Arm by issuing a self-tax invoice or by settlement through your bank. If this obligation applies to you, you agree to provide evidence of the reporting made to the VAT authorities. The VAT should not be deducted from any payment you make to Arm.
Our responsibility for any loss or damage suffered by you
- If you are a consumer:
- We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms of Sale & Supply, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products or services; and for defective products under the Consumer Protection Act 1987.
- If defective software damages a device or digital content belonging to you, and this is caused by our failure to use reasonable care and skill, 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 apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions, to have in place the minimum system requirements advised by us or to comply with these Terms of Sale & Supply, guidance provided in any product documentation, or the terms of the applicable end-user license agreement.
- We are not liable for business losses. If you use the products or services for any commercial or business purpose, including, but not limited to, implementing Arm’s advice or recommendations provided as part of a service, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- If you are a company or organization:
- Except as expressly provided in these Terms of Sale & Supply, all products and services (including, as applicable, any software support and maintenance and/or service deliverables) are provided ‘AS IS’ and Arm provides no warranties express, implied or statutory, including, without limitation, any implied warranties of merchantability, satisfactory quality, non-infringement, or fitness for a particular purpose.
- In no event shall we be liable for any indirect, special, incidental, or consequential damages, whether such damages are alleged as a result of tortious conduct (including negligence), or breach of contract or otherwise, even if advised of the possibility of such damages.
- Our maximum liability to you in aggregate for all losses and all claims or suits made against us in contract, tort or otherwise under or in connection with the subject matter of these Terms of Sale & Supply shall not exceed the total of sums paid by you to us under these Terms of Sale & Supply during the twelve (12) month period preceding the event giving rise to a claim. The existence of more than one (1) claim or suit will not enlarge or extend the limit. You release Arm from all obligations, liability, claims or demands in excess of this limitation.
Additional terms and conditions that apply to the provision of certain services.
- Service Tokens. Service tokens are valid for a period of one (1) year from the date of purchase (“validity period”). If unused, service tokens expire at the end of the validity period.
- Training. You shall not exceed the agreed number of attendees on a training course, and any materials or other service deliverables provided as part of the training course shall not be copied and distributed beyond the attendees of the relevant training course. Arm will make a video recording of the training Arm provides (“recorded training”). Any recorded training will constitute a service deliverable under these Terms of Sale and Supply. If Arm provides a copy of recorded training to you, you agree to use the recorded training solely for internal training purposes.
- Design Reviews, Onsite Support and Workshops
- If an assigned Arm resource is working onsite at your premises in the course of providing any services, the Arm resource shall not be expected to work more than forty (40) hours in any five (5) working days.
- In order for Arm to accept your order for a design review service, you must have a valid license to the Arm technology which the design review service relates to. The design review service must be completed before the license to the relevant Arm technology expires.
- Arm shall be free to use any residuals (defined below) for any purpose, provided that Arm shall maintain the confidentiality of your confidential information in the same manner and to the same degree as it protects its own like information. Arm does not have any obligation to limit or restrict the work assignment of such persons performing work in respect of any service or to pay royalties for any work resulting from the use of residuals. Nothing in this clause, shall be deemed to grant to Arm any license to your copyright or patents. For the purposes of this clause “residuals” means any information related solely to the services provided by Arm, in intangible form that is retained in the unaided memories of persons who have access to the ideas, concepts, know-how, and techniques, including confidential information, disclosed by either party to the other in respect of the services (excluding training courses). A person’s memory is unaided if the person has not intentionally memorized the information for the purpose of retaining and subsequently using or disclosing the information.