TERMS AND CONDITIONS OF SALE FOR
SOFTWARE LICENCES
ON THE OXFORD INSTRUMENTS E-COMMERCEWEBSITE

1. INTERPRETATION

enforceable and shall not affect the validity of the remainder oftheContract.

1.1 In these Terms:“Affiliate” an entity which is directly or indirectly controlled, is controlled
by or is under common control with another company. For the purposeof this definition, “control”, “controlled by” and “under common control
with” means the ownership of at least 50% of the voting securities orother ownership interest or the possession directly or indirectly of thepower to direct the management or policies of such entity;“Americas” means the countries of North, Central, and South America;“AO” means the written acknowledgement of an Order issued by theCompany, via-email, to the Licensee following the Order;

1.4 A payment shall be deemed made when credited to the payee's
bank account and is cleared funds.
1.5 English is the authentic text of the Contract and all notices orother communications under or relating to it shall be in writing in
English. Any translation will be for guidance only.
1.6 By agreeing to these Terms, the Licensee represents andwarrants that the Licensee is the age of majority or older and has
the legal right to use the payment means selected. Verification ofthe information provided by the Licensee may be required prior
to the acceptance of an Order or completion of any purchase.

“Contract” means the Terms and AO;

1.7 The Licensee should print a copy of these Terms for futurereference.

“Company” means ModusLink B.V, located at Wapenrustlaan 11-31,
Apeldoorn, Netherlands;

2. SELLING ENTITY“EULA” means the End User Licence Agreement available via this link:
https://www.oxinst.com/assets/uploads/estore/e-Store-EULA.pdf;“liability in relation to” means liabilities, losses, damages, costs(including without limitation legal costs on a full indemnity basis andvalue added tax and other applicable taxation), expenses, actions,claims, proceedings and demands whatsoever arising directly or
indirectly out of or in connection with;“Licensee” means the legal or natural person who purchases theSoftware from the Company as confirmed in an applicable AO;“Licensor” means Oxford Instruments Nanotechnology Tools Limited
trading as Oxford Instruments Nanoanalysis;“Order” means an order placed by the Licensee on the Company for
Software via the Website;“Price” means subject to these Terms, the price for the Software as
displayed on the Website and confirmed in an applicable AO;“Software” means the computer program which is licenced to theLicensee pursuant to an Order;“Terms” means these terms and conditions;“Website” means www.estore.oxinst.com, www.estore.oxinst.co.uk,
www.estore.oxinst.eu, or www.estore.oxinst.us as applicable; and“Working Day” means a day other than a Saturday, Sunday or publicholiday in England when banks in London are open for business.
1.2 The Contract shall comprise solely these Terms and the AO. The
Contract constitutes the entire agreement in relation to its subject
matter; any terms or provisions contained in any documentation
provided by the Licensee are expressly rejected. No Contract orcommitment shall exist until the Company has processed payment
and received clear funds in full.
1.3 Any Contract provision invalid or unenforceable for any purpose
shall be severed for that purpose but otherwise remain valid and

2.1 The Company is the merchant and seller of record of the Software
sold on the Website. If the Software is purchased by a Licensee
located outside of the Americas, the Software is sold by the Companyand shall be provided to the Company by Oxford Instruments GmbHor its Affiliate. If the Software is purchased by a Licensee located inthe Americas, the Software is sold by the Company and shall be
provided to the Company by Oxford Instruments America, Inc. or its
Affiliate (which together with Oxford Instruments GmbH or its Affiliate
shall be referred to as “Oxford Instruments”). The Contract is between
the Company and the Licensee and the Licensee shall be invoiced bythe Company.
2.2 The Licensee’s purchase and use of the Software is subject to theLicensee agreeing and accepting the terms of the EULA which shallform a separate contract between the Licensee and Licensor. If theLicensee does not accept the terms of the EULA, the Contract shallbe terminated immediately.
3. SPECIFICATION AND VARIATION
3.1 Any description on the Website and any documentation issued
by the Company or Licensor relating to the Software are issued andpublished for the sole purpose of giving the Licensee an overview ofthe Software and do not form part of the Contract.
3.2 The display of the Software on the Website is not an offer andmay be withdrawn or modified at any time without notice by theCompany. The Company shall not be liable to the Licensee for any
modification, suspension or discontinuance of such Software.
4. ORDER PLACEMENT AND CANCELLATION
4.1 The Licensee acknowledges that when an Order is placed via theWebsite the Licensee is making a request to licence the Software
subject to these Terms and the terms of the EULA. The issue of anAO is confirmation that such request has been accepted by theCompany and Licensor. If the Company and/or Licensor is unable tosupply the Software for any reason, the Company or the Licensor
shall inform the Licensee by e-mail and the Company shall refund any
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sums paid by the Licensee for the Software. The Company and theLicensor shall have no other liability to the Licensee arising from theCompany and/or Licensor not accepting the Licensee’s Order.

which is loss of profit, revenue, benefit, anticipated savings or goodwill,loss of use of any asset, loss of data, business interruption,
management costs or third-party liability, consequential or indirect loss.

5. PRICES AND PAYMENT

7.3 The aggregate liability of the Company (whether in contract, tort,
breach of statutory duty or otherwise) for all breaches under or nonperformance of its obligations or contemplated by any Contract shallnot exceed a sum equal to the amount paid for any Software the subjectof such Contract, save that this sub-clause shall not limit or exclude anyliability of the Company which cannot be effectively excluded in law.

5.1 Subject to any obvious error, the description and price of theSoftware will be as quoted on the Website at the date the Order isplaced.
5.2 The Company reserves the right to increase the Price from thatadvertised on the Website at its discretion and for any reason prior to
the supply of the Software. Where this affects the Price payable by theLicensee and the Licensee does not wish to proceed at the increased
price a full refund will be provided by the Company.

7.4 The Licensee shall not rely upon any representation concerning theSoftware unless made by the Company or the Licensor in writing savethat nothing in the Contract or these Terms shall exclude liability for
fraudulent misrepresentation.

5.3 The total Price displayed on the Website shall exclude value
added tax at the applicable rate. The Price shall exclude, and theLicensee shall be responsible for the payment of, value added tax
and any other applicable taxes and duties, and other related costs
and expenses, unless explicitly stated.

7.5 Any liability of the Company under any warranty, indemnity or otherobligation stated or confirmed in the AO is subject to all exclusions andlimitations in these Terms.

5.4 Payment for the Software must be made by credit card or debit cardor bank transfer. The Price and any other applicable charges shall bepaid when the Order is placed by the Licensee via the Website. The
Licensee shall receive an electronic invoice within seven (7) days
following payment.

8.1 The Software will comply with mandatory regulations applicable tothe non-consumer sale of the Software at the date the Software isprovided to the Licensee but no other warranty or undertaking as toregulatory compliance in any applicable jurisdiction is given or to be
implied unless specifically given in any AO. The Licensee shall comply
with applicable laws relating to the Software.

5.5 Payment shall be made in the applicable currency based on thelocation selected by the Licensee. The Company shall not be liable for,nor bear the cost of, any banking transaction charges or surcharges forany cross-border transactions made by the Licensee.
5.6 The Licensee agrees to provide current, complete and accurate
purchase and account information for all purchases made via theWebsite. The Licensee agrees to promptly update account and otherinformation, including without limitation e-mail address and credit ordebit card numbers and expiration dates, so that the Company cancomplete the Licensee’s transactions and contact the Licensee as
needed. Neither the Company nor the Licensor shall have any liability
for any losses incurred by the Licensee which arise from the Licensee’s
failure to comply with the requirements of this clause 5.66. PROVISION OF SOFTWARE
6.1 The provision and use of the Software shall be subject to the termsof the EULA between the Licensor and the Licensee.
6,2 Neither the Company nor Licensor warrant that the use of theSoftware by the Licensee will be uninterrupted or error-free.
6.3 The Licensee accepts responsibility for the selection of the Software
to achieve its intended results and acknowledges that the Software has
not been developed to meet the individual requirements of theLicensee.
6.4 The Licensee shall be responsible for ensuring that it has theappropriate hardware on which to install the Software.
7. EXCLUSION AND LIMITATION OF LIABILITY
7.1 The Licensee acknowledges that the Company’s obligations andliabilities in respect of the Software are exhaustively defined in theseTerms and that such express obligations are in lieu of and to theexclusion of any other warranty, condition, term, undertaking orrepresentation of any kind, express or implied, statutory or otherwise,
relating to the Software.
7.2 The Company shall not be liable for any loss which represents, or

8. REGULATORY COMPLIANCE AND LICENCES

8.2 The Licensee shall obtain in good time any applicable licences,permits and approvals relating to and/or required for the Software andwill indemnify the Company against all liability in relation to the Software
provided without them. The performance of any of the Company’s
obligations in the Contract are subject to obtaining any applicable
licences, consents, permits or approvals and the Company shall not beliable if it or the Licensee is unable to obtain these or they are delayed,
revoked, cancelled, withheld, suspended or withdrawn for any reason.
8.3 The Licensee acknowledges that the provision of Software may
be contingent upon the export controls of applicable jurisdictions. If
the requisite governmental authorizations cannot be obtained, or theyare delayed, revoked or cancelled for whatever reason, the Company
shall not be liable to the Licensee for any loss or damage or otherfinancial penalty of any kind.
8.4 The Licensee represents that it is not a Restricted Party, which shallbe deemed to include any person or entity: (1) located in or a nationalof Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other countries
that may, from time to time, become subject to U.S. export controls foranti-terrorism reasons or with which U.S. persons are generally
prohibited from engaging in financial transactions; (2) on the U.S.
Department of Commerce Denied Person’s Entity List or Unverified List;
U.S. Department of the Treasury list of Specially Designated Nationalsand Blocked Persons; or U.S. Department of State List of DebarredParties; (3) engaged in activities involving nuclear materials orweapons, missile or rocket technologies, or proliferation of chemical orbiological weapons; or (4) affiliated with or a part of any non-U.S.
military organization.
8.5 The Company reserves the right, but is not obligated, to limit the salesof the Software to any person, geographic region or jurisdiction. TheCompany may exercise this right on a case-by-case basis. The Company
reserves the right to refuse any Order placed by the Licensee. TheCompany may, in its sole discretion, limit or cancel quantities purchased
per Licensee or per Order. These restrictions may include Orders placedby or under the same Licensee account, the same credit card, and/ orOrders that use the same billing address. If the Company makes achange to or cancels an Order, the Company may attempt to notify theLicensee by contacting the e-mail and/or billing address/ phone number
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provided at the time the Order was made. The Company reserves theright to limit or prohibit Orders that, in its sole discretion, appear to beplaced by dealers, resellers or distributors.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All inventions, designs, copyrights and processes and all and anyother intellectual/ industrial property rights whether or not registered orregisterable and all goodwill associated thereto relevant to the Softwareand all specifications, designs, programs or other material issued by oron behalf of the Company or the Licensor shall, as between the Company
and the Licensee and the Licensor and the Licensee, remain the absoluteproperty of the Company or the Licensor, as applicable. The Licensee
shall not acquire any right or interest in the same except save for the grantof a licence to use the Software on the terms of the EULA.
10. FORCE MAJEURE
10.1 Neither the Company nor Licensor nor Oxford Instruments shallbe liable for any failure to perform their respective obligations
hereunder by reason of any cause whatsoever beyond their reasonable
control (including, without limitation, the following force majeure events:
acts of God; earthquake, natural disaster, explosion, typhoon, flood,fire; war, invasion, hostilities, terrorist threats or attacks, civilcommotion, unrest or riots; sanctions, embargoes or blockades;
national or regional emergencies; any labour or trade disputes,
stoppages, slowdowns or strikes; pandemic, epidemic or quarantine;
delay or failure to obtain, or withdrawal, cancellation or revocation of
any required consent, permit or license; shortage of power ortransportation facilities; supply chain disruptions; government order orlaw; or any other events beyond the control of the Company or Licensor
or Oxford Instruments). In the event that the Company’s or Licensor’sor Oxford Instruments’ failure or delay remains uncured for a period ofone hundred and fifty (150) consecutive days following written noticegiven by the Company or Licensor or Oxford Instruments, theCompany’s and Licensor’s and Oxford Instruments’ liability shall belimited to refunding the Licensee a sum equal to the price paid by theLicensee for any Software which the Company and/or the Licensor
and/or Oxford Instruments is unable to provide.

in part.
11.3 Any provision of the Contract that expressly or by implication isintended to come into or continue in force on or after termination shallremain in full force and effect.
11.4 Save for the Licensor and Oxford Instruments, a person who is nota party to the Contract shall have no rights under or in connection withit. For the avoidance of doubt, in the event that the Licensee has any
claim against the Licensor or Oxford Instruments, the Licensee hereby
acknowledges and agrees that the Licensor and/or Oxford Instruments
shall be entitled to rely on all the limitations and exclusions set out in
the Contract mutatis mutandis including, but not limited to, those set outat clause 7 of these Terms.
11.5 The Contract and any dispute or claim arising out of or inconnection with it or its subject matter or formation (including noncontractual disputes or claims) shall be governed by and construed inaccordance with the law of England and Wales.
11.6 A Contract for Software sold by the Company to a Licensee
located outside of the Americas shall be governed and construed inaccordance with English law and the Licensee shall irrevocably submit
to the exclusive jurisdiction of the Courts of England. A Contract for
Software sold by the Company to a Licensee located in the Americas
shall be governed and construed in accordance with the internal lawsof the State of Massachusetts without giving effect to any choice orconflict of law provision or rule (whether the State of Massachusetts or
any other jurisdiction) and the Licensee shall irrevocably submit to theexclusive jurisdiction of the courts of the State of Massachusetts.
11.7 Notwithstanding the provisions of clause 11.6 above, theCompany may apply for any provisional or conservatory measure orinterim relief in any court having jurisdiction in the Licensee’s country or
the country where the Software is to be provided.

11. GENERAL
11.1 No indulgence, forbearance, partial exercise of any right or remedy
or previous waiver shall prejudice any rights or remedies. Remedies
shall be cumulative, and no choice of remedy shall preclude any otherremedy.
11.2 The Licensee shall not assign, mortgage, charge, sub-let orotherwise dispose of the Contract or any rights thereunder in whole orJuly 2020