Hardware

Sophos Hardware Terms

Effective Date: November 5, 2026

These Sophos Hardware Terms (“Hardware Terms”) supplement, are subject to and form part of the Sophos End User Terms of Use available at https://www.sophos.com/en-us/legal or any separate written agreement signed by Customer and Sophos that governs Customer’s access to and use of the Products (the “Agreement”). Those terms of the Agreement that are applicable to Products generally shall be read to apply to Hardware, except as expressly varied or added to by these Hardware Terms. All capitalized terms used below shall have the meanings given to them in the Agreement. References to Sections are to sections of these Hardware Terms unless stated otherwise. In the event of a conflict between the Agreement and these Hardware Terms, these Hardware Terms shall take precedence with respect to Hardware only.

1. USE RIGHTS AND RESTRICTIONS

1.1 Permitted Use.

Hardware (which in Sophos’s sole discretion may be new or refurbished) is to be used only with the Software that is pre-installed or made available for download to such Hardware. Subject to Customer’s compliance with these Hardware Terms, Customer may use the Hardware to exercise its rights to the Software, as provided in the Entitlement. Customer may use the Hardware only with the Software and only for Customer’s internal information security operations, unless otherwise agreed by the parties in writing.

1.2 No Disassembly.

Customer may not disassemble the Hardware, including, without limitation, removing any labels, covering plates that bar access to the Hardware ports and/or accessing internal components of the Hardware, except as may be agreed by the parties in writing, or as may be directed by Sophos technical support personnel.

2. EVALUATION

2.1 Evaluation Period.

If the Hardware is provided to Customer for evaluation (“Loaned Hardware”), the evaluation period shall commence upon Sophos’s or Partner’s shipment of the Hardware, and shall continue for not more than thirty (30) days unless otherwise agreed by Sophos. 

2.2 Loaned Hardware Conditions.

The following additional terms apply to all Loaned Hardware:

a. Sophos retains title to and all ownership rights in the Loaned Hardware;

b. Customer may only use the Loaned Hardware in non-production environments;

c. Customer must safeguard and protect all Loaned Hardware from possible damage until back in Sophos’s possession;

d. Customer will not provide the Loaned Hardware to any third party;

e. Customer will not allow any lien to be imposed upon the Loaned Hardware; and

f. If there is any damage to the Loaned Hardware beyond ordinary wear and tear or if the Loaned Hardware is lost or stolen, Customer will be liable to pay for the full costs of repair or replacement.

2.3 Return of Loaned Hardware.

Upon expiration of the evaluation period, Customer must return the Loaned Hardware to the return location, and in the timeframe indicated by Sophos, securely and properly packaged, with carriage (and insurance at Customer’s option) prepaid. Customer is solely responsible for removing any and all of Customer’s data from the Loaned Hardware prior to return. If Customer fails to return the Loaned Hardware as required, Sophos or Partner may invoice, and Customer will pay the current list price of the Loaned Hardware at the date of the invoice.

3. RIGHT-TO-USE HARDWARE

3.1 ROU Hardware. 

Hardware identified in the Schedule as provided on a right-to-use or subscription basis (“ROU Hardware”) remains the sole property of Sophos at all times. No right, title or ownership interest in ROU Hardware transfers to Customer, regardless of the payment of any fees. Customer shall keep ROU Hardware free and clear of all claims, liens, and encumbrances.

3.2 Limited Right to Use. 

During the applicable term specified in the Schedule, Customer may possess and use ROU Hardware solely to receive and use the applicable Products for Customer’s internal information security operations. Customer has no right to operate ROU Hardware or to direct how or for what purpose it is used, except for the Product console functions that Sophos makes available in accordance with the Documentation. Only Sophos or personnel authorized by Sophos may open, modify, repair or service ROU Hardware. Customer shall not sell, rent, lease, license, assign, transfer, distribute, pledge or otherwise dispose of ROU Hardware; provide or make ROU Hardware available to any third party; permit any third party to possess, use, operate or manage ROU Hardware; modify, reprogram or reconfigure any Software installed on ROU Hardware (except as instructed by Sophos under Section 3.4); connect or use ROU Hardware in any manner not authorized by the Documentation or Sophos; or, without Sophos’s prior written consent, relocate ROU Hardware from its installation location.

3.3 Sophos Operational Management. 

ROU Hardware remains under Sophos’s operational management throughout the applicable term specified in the Schedule, and all data and output generated by ROU Hardware are used by Sophos to provide the applicable Products. Customer authorizes Sophos, its Affiliates and subcontractors to remotely access, configure, monitor, maintain, update and operate ROU Hardware as reasonably necessary to provide, protect, support or maintain the applicable Products. Sophos may remotely limit, suspend or disable functionality of ROU Hardware where reasonably necessary to address a security risk, protect the Products or Sophos’s network or systems, comply with applicable law, respond to Customer’s breach of these Hardware Terms or of Sections 2.1, 2.3 or 6 of the Agreement or Customer’s non-payment of fees to a Partner, or exercise Sophos’s suspension or termination rights under the Agreement. Customer shall provide the access, connectivity, information and cooperation reasonably required for Sophos to exercise these rights.

3.4 Repair, Replacement and Substitution. 

During the applicable term specified in the Schedule, Sophos will repair or replace ROU Hardware that fails to operate materially in accordance with the applicable Documentation, subject to Customer’s compliance with the Agreement and these Hardware Terms. In addition, Sophos may, provided it gives Customer no less than thirty (30) days’ prior written notice, at its sole discretion and without Customer’s consent, substitute, replace or redeploy any ROU Hardware at any time for any reason throughout the applicable term specified in the Schedule. Sophos may do so by providing new or refurbished replacement Hardware and may replace or substitute ROU Hardware with Hardware having equivalent or superior performance specifications, throughput capacity, and functionality. Customer shall promptly provide reasonable access and cooperation, shall not withhold or delay any substitution, replacement or redeployment, and shall return replaced or substituted ROU Hardware in accordance with Sophos’s instructions. Sophos is not responsible for repair or replacement to the extent a failure or damage results from Customer’s breach of these Hardware Terms, misuse, unauthorized alteration or repair, or a failure to follow the Documentation or Sophos’s instructions. Any replacement or substitute Hardware provided under this Section 3.4 is ROU Hardware. Customer is responsible for the installation, configuration and registration of the Software on replacement or substitute ROU Hardware, in accordance with Sophos’s instructions. In doing so, Customer acts on Sophos’s behalf and acquires no right to operate ROU Hardware or to direct how or for what purpose it is used. Notwithstanding Section 7.1 of the Agreement, repair or replacement of ROU Hardware under this Section 3.4, at Sophos’s option, is Sophos’s sole obligation and Customer’s sole and exclusive remedy for any failure, defect or non-conformity of ROU Hardware. Sophos is not liable for any costs of removing, de-installing, re-installing or re-connecting ROU Hardware or replacement Hardware, including the installation, configuration and registration of Software, or for any related labour, travel, downtime or other costs incurred by Customer. If Customer has not installed replacement or substitute ROU Hardware (including under Section 7.2) by the date notified by Sophos, which will be no earlier than thirty (30) days after delivery or, for discontinued ROU Hardware, the discontinuation date in the Retirement Calendar, then until installation: 

a. Sophos will continue to provide the affected Products on the existing ROU Hardware on a reasonable endeavours basis, which may be limited to detection and alerting; 

b. any applicable service levels will not apply and Sophos is not liable for any resulting service degradation; and 

c. fees remain payable in full. 

This does not entitle Sophos to disable ROU Hardware under Section 3.3 and does not apply to any delay caused by Sophos.

3.5 Return of ROU Hardware.

Upon the earlier of the termination or expiration of the applicable term specified in the Schedule relating to the ROU Hardware, Customer must, at Sophos’s discretion, either:

a. return the ROU Hardware to Sophos in the condition in which it was delivered (ordinary wear and tear and failures covered by Section 3.4 excepted) to the return location, and in the timeframe, indicated by Sophos, securely and properly packaged, with carriage (and insurance at Customer’s option) prepaid, or 

b. dispose of the ROU Hardware on Sophos’s behalf, in accordance with Sophos’s written instructions and applicable law, including by destroying all functional components, not transferring it to any third party for continued use, and providing written proof of disposal within fifteen (15) days of Sophos’s request. 

Title to ROU Hardware does not pass to Customer on disposal. Customer is solely responsible for removing any and all of Customer’s data from the ROU Hardware prior to return or disposal. If Customer fails to return or dispose of the ROU Hardware when required, Sophos or Partner may invoice, and Customer will pay the current list price of the ROU Hardware at the date of the invoice.

3.6 Loss, Payment and Survival. 

If ROU Hardware is lost, stolen or damaged (other than a failure covered by Section 3.4) while at Customer’s risk, Customer will pay, at Sophos’s option, the reasonable cost of repair or the current list price of the ROU Hardware at the time of replacement. Amounts payable by Customer under Sections 2, 3.5 and 3.6 are not subject to the limitations of liability in the Agreement. Sections 2, 3.1, 3.2, 3.3, 3.5, 3.6, 4.2, 6 and 8 survive termination or expiration of the Agreement until all ROU Hardware and Loaned Hardware has been returned to Sophos or, for ROU Hardware, disposed of in accordance with Section 3.5 and all amounts due have been paid.

4. DELIVERY AND RISK OF LOSS

4.1 Delivery.

Hardware will be delivered in accordance with the then-current Sophos shipping terms. Sophos reserves the right to re-charge the costs of carriage, import/export fees and insurance to Customer.

4.2 Risk of Loss.

Risk of loss to the Hardware, including ROU Hardware, passes to Customer upon shipment of the Hardware to Customer and, for ROU Hardware and Loaned Hardware, remains with Customer until Sophos receives the returned Hardware or, for ROU Hardware, the Hardware is disposed of in accordance with Section 3.5. Insurance, if any, covering the Hardware shall be Customer’s sole responsibility.

5. WARRANTY

The warranty applicable to the Purchased Hardware (defined under Section 8 below) can be found at https://www.sophos.com/en-us/legal/hardware-warranty-policy (the “Hardware Warranty Terms”). Loaned Hardware is provided without warranty, and neither the Hardware Warranty Terms nor the Hardware Replacement Terms at https://www.sophos.com/en-us/legal/hardware-replacement-policy (the “Hardware Replacement Terms”) applies to it. The Hardware Warranty Terms and the Hardware Replacement Terms apply to ROU Hardware only as the procedure for repair and replacement under Section 3.4, subject to the following: 

a. Sections 1 to 5, 7.A to 7.C and 9 of the Hardware Warranty Terms, and Sections 1, 6.a, 7, 8 and 9 and the eligibility and waiting period provisions of Section 2.b of the Hardware Replacement Terms, do not apply to ROU Hardware; 

b. any reference in either of the Hardware Warranty Terms or the Hardware Replacement Terms to a warranty period, supported period or support period means, for ROU Hardware, the applicable term specified in the Schedule, regardless of any End-of-Life Date, and ROU Hardware is eligible for replacement without any separate support subscription; 

c. all replacement Hardware is ROU Hardware, title to all ROU Hardware remains with Sophos at all times, and no payment by Customer transfers title to any ROU Hardware; 

d. where Sophos instructs Customer to dispose of ROU Hardware, Customer disposes of it on Sophos’s behalf in accordance with the applicable terms, and title does not pass to Customer; and

e. no refund is available for ROU Hardware under the Hardware Warranty Terms or the Hardware Replacement Terms. 

If either of the Hardware Warranty Terms or the Hardware Replacement Terms conflicts with these Hardware Terms, these Hardware Terms prevail. 

6. REGULATORY COMPLIANCE

Customer is solely responsible for, and Sophos shall have no liability for, complying with governmental regulations relating to waste, health and safety that are applicable to Customer’s use and transport of the Hardware and, with respect to Purchased Hardware and any ROU Hardware that Sophos instructs Customer to dispose of under Section 3.5, its disposal. These include: 

a. Directive 2012/19/EU of the European Parliament and of the Council of 4 July 2012 on waste electrical and electronic equipment (WEEE) (recast), the Waste Electrical and Electronic Equipment Regulations 2013 (SI 2013/3113), and any national legislation implementing that Directive; and 

b. Directive 2011/65/EU of the European Parliament and of the Council of 8 June 2011 on the restriction of the use of certain hazardous substances in electrical and electronic equipment (recast), the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2012 (SI 2012/3032), and any national legislation implementing that Directive, in each case as amended, and any equivalent laws. 

Nothing in these Hardware Terms limits or transfers any non-waivable obligation of Sophos as producer under applicable WEEE or e-waste laws.

7. HARDWARE AVAILABILITY

7.1 Changes to Hardware.

Sophos may vary, update or discontinue any Hardware, specific versions or features of Hardware or related support or maintenance from time to time for reasons including, but not limited to, changes in demand or technology. Sophos will use commercially reasonable efforts to provide advance notice of any planned Hardware discontinuation (whether alone or as part of a Product) by publishing the date(s) of each planned discontinuation at https://www.sophos.com/en-us/content/product-lifecycle#RetirementCalendars (“Retirement Calendar”). Customer acknowledges and agrees that it is Customer’s sole responsibility to review the applicable Retirement Calendar.

7.2 Refunds and Substitute Hardware.

Unless otherwise required by applicable law, Sophos will not refund fees paid for Purchased Hardware that is subject to a change described in this Section 7. Any refund that may be due will, unless prohibited by applicable law, be calculated on a three (3) year straight line depreciation basis. If Sophos discontinues ROU Hardware during the applicable term specified in the Schedule, Sophos will provide substitute Hardware under Section 3.4 for the remainder of the applicable term specified in the Schedule.

8. TITLE AND OWNERSHIP

For Hardware purchased by Customer under a Schedule and not identified as ROU Hardware (“Purchased Hardware”), Sophos retains title to the Purchased Hardware until such time as Customer pays the associated fee to Sophos or a Partner, as applicable, at which time title to the Purchased Hardware transfers to Customer. Until title transfers, Customer will keep the Purchased Hardware free and clear of all claims, liens, and encumbrances. Customer acknowledges that it owns only the physical Purchased Hardware and does not acquire any rights to the Software by virtue of its ownership of the Purchased Hardware. Title to ROU Hardware and Loaned Hardware remains with Sophos as set out in Sections 2 and 3. Sophos or its licensors retain all rights in Software installed on any Hardware.