These terms and conditions govern the provision of any Products by Inmarsat to Customer, unless Inmarsat has entered into a separate, written agreement with Customer for the provision of a Product, in which case such separate, written agreement shall supersede these terms and conditions in respect of the relevant Product(s).
1.1 In addition to capitalised terms defined elsewhere in this Agreement, the following capitalised terms have the meaning given below."Affected Party" means a Party affected by a Force Majeure Event.
"Agreement" means this Master Supply Agreement, including the General Terms and Conditions, schedules, Inmarsat Policies, Product Data Sheets, and any Inmarsat order forms accepted by Inmarsat, in each case as amended from time to time.
"Business Day" means a day other than a Saturday or Sunday or public holiday in England.
"Charges" means the charges payable by Customer to Inmarsat pursuant to this Agreement.
"Confidential Information" means all information of a confidential nature disclosed in connection with this Agreement which: (a) has been identified as such whether in writing, orally or by another means and whether disclosed directly or indirectly; or (b) the Receiving Party should reasonably recognise as being of a confidential nature and which is disclosed by the Disclosing Party to the Receiving Party whether before or after the date of this Agreement including information relating to the Disclosing Party's business affairs, products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets and market opportunities.
"Control" has the meaning set out in section 1124 of the Corporation Tax Act 2010 (and the terms “change of Control”, “Controlling,” “Controlled by,” and “under common Control with” shall be construed accordingly).
"Customer" means the customer legal entity stated on an order form accepted by Inmarsat.
"Disclosing Party" means a Party disclosing Confidential Information.
"Effective Date" means the date of acceptance of the first order placed by Customer and accepted by Inmarsat.
"Force Majeure Event" means an event or circumstance beyond the reasonable control of an Affected Party, including strike, lock out or labour dispute, act of God, war, riot, civil commotion, malicious damage, compliance with a law or governmental order, rule, regulation or direction (other than as a result of an act or omission by the Affected Party), accident, breakdown or unavailability of plant, machinery or Inmarsat Network, fire, flood, storm, volcanic event, solar event, increased cost in obtaining workers, goods or transport, externally caused transmission failure or Satellite failure or Satellite launch failure or delay or Satellite malfunction which in every case is not reasonably foreseeable and is beyond the reasonable control and without the fault or negligence of the Affected Party.
"General Terms and Conditions" means the terms and conditions contained in Clauses 1 (Interpretation) to 18 (Governing Law) of this Agreement.
"Governmental Authorisation" means any approval, consent, licence, permit, waiver, or other authorisation issued, granted, given, or otherwise made available by or under the authority of any Governmental Body.
"Governmental Body" means any federal, state, local or other governmental authority or regulatory body entitled to exercise any administrative, executive, judicial, legislative, police or regulatory power in any jurisdiction.
"Initial Term" means 12 months.
"Inmarsat" means the Inmarsat entity identified on an order form accepted by Inmarsat.
"Inmarsat Indemnified Parties" means Inmarsat and any Affiliate of Inmarsat, and their respective officers, directors, employees, agents and sub-contractors.
"Inmarsat Network" means all or any part of the terrestrial or Satellite based communications networks over which the Products are provided, whether directly or indirectly owned or operated by Inmarsat or any of its Affiliates, or via or in conjunction with third parties.
"Inmarsat Policy" means each policy found at https://www.inmarsatpartners.com, or provided by Inmarsat upon request .
"Intellectual Property" means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"Operational Emergency" means a situation which, in the reasonable opinion of Inmarsat, acting in good faith, has caused or is likely to cause damage, unavailability, delay, interruption or interference to the Inmarsat Network or Space Segment.
"Parties" means Inmarsat and Customer or their permitted successors or assigns, and "Party" shall mean either of them, as applicable.
"Product" means a product specified on an order form accepted by Inmarsat, as further described in a Product Data Sheet. For the avoidance of doubt, “Equipment” as defined in Schedule 1 is Product, and the Equipment Specific Terms set out in Schedule 1 are a Product Data Sheet.
"Product Data Sheet" means a product data sheet which describes a Product, which can be found at https://www.inmarsatpartners.com or provided by Inmarsat upon request.
"Receiving Party" means a Party receiving Confidential Information.
"Satellite" means an object located beyond the Earth's atmosphere that is used for radio communications which is owned, leased and/or operated by or on behalf of Inmarsat or any of its Affiliates now or in the future, including subsequent generation satellites.
"Satellite Access Station" or "SAS" means a ground station interfacing with one or more Satellites, with an interface to the terrestrial network in support of any Product.
"Satellite Terminal" means a terminal suitable for operation with and use of the Products.
"SIM Card" means a subscriber identity module card which uniquely identifies a Satellite Terminal.
"Space Segment" means the Satellites and all other centralised infrastructure owned, leased, and/or operated by or on behalf of Inmarsat or any of its Affiliates to support the operation of the Satellites and the Products.
"Tax" means all taxes, levies, duties, costs, withholdings, deductions, imposts, or charges of equivalent effect imposed on by any Governmental Body, whether collected by withholding or otherwise and including without limitation U.S. Universal Service Fund contributions assessed by the U.S. Federal Communications Commission.
"Technological Fraud" means the fraudulent or unauthorised use of a Product, associated hardware and/or software, (including, as appropriate, the cloning of SIM Cards or core modules and the theft or other misuse of core modules, SIM Card identification numbers or Network Service Device authentication information).
"Term" means the term of this Agreement as determined in accordance with Clause 10.
1.2 In this Agreement: (i) a reference to a statute or a statutory provision is a reference to it as amended, extended or re-enacted, from time to time, whether before or after the date of this Agreement; (ii) a reference to a document is a reference to that document as modified or replaced from time to time, whether before or after the date of this Agreement; (iii) the singular includes the plural and vice versa (unless the context otherwise requires); (iv) a reference to a Clause or Schedule is a reference to a Clause of or a Schedule to, this Agreement (unless the context otherwise requires); (v) a “person” includes a natural person, company or unincorporated body (whether or not having separate legal personality), firm, association, joint venture, partnership, government, state or agency of state; (vi) a “company” includes a company, corporation or other body corporate, whatever and however incorporated or established; (vii) “in writing” includes email and fax except as provided for in Clause 13.1. (viii) headings are for convenience only and shall not affect its interpretation; and (ix) “includes” or “including” shall mean includes or including without limitation to the generality of the text to which it relates.
1.3 In the event of any ambiguity or inconsistency within this Agreement, it shall be resolved according to the following order of precedence where those items higher in the list shall take precedence over those items lower down: (i) General Terms and Conditions, (ii) Inmarsat Policies, (iii) Product Data Sheets, and (iv) any Inmarsat (but not Customer) order form accepted by Inmarsat.
2.1 Inmarsat shall supply the Products to Customer on the terms of this Agreement using personnel that are adequately experienced, trained, qualified and skilled.
2.2 Inmarsat shall provide system/network availability in accordance with the relevant Product Data Sheet.
2.3 Inmarsat shall use all reasonable endeavours to procure and maintain any Governmental Authorisations necessary to provide the Space Segment and operate its SASs for the provision of the Products and to comply with all statutes, regulations and requirements of any Governmental Body applicable to Inmarsat, provided always that the procurement or maintenance of Governmental Authorisations shall be at the reasonable discretion of Inmarsat in any country or flag state where the relevant authority imposes onerous financial, commercial or technical requirements as a condition of granting such Government Authorisations.
2.4 Inmarsat shall provide centralised customer and technical support to Customer on a twenty-four (24) hours a day, seven (7) days a week basis, which shall include an enquiry handling process. Inmarsat shall provide and charge at Inmarsat’s prevailing rates any other technical support as may be reasonably requested by Customer, subject to any resourcing or technical restraints.
3.1 Customer shall pay the Charges to Inmarsat, in accordance with Clause 4.
3.2 Customer shall comply with the Inmarsat Policies, which are incorporated into this Agreement.
3.3 Customer shall comply with all reasonable security measures, as notified by Inmarsat from time to time, regarding Customer’s interfacing with Inmarsat’s and its Affiliates' infrastructure and interfacing with the Inmarsat Network. Such security measures shall include the provision of routers, firewalls and other equipment by Customer for the purpose of maintaining network security on managed network elements.
3.4 Customer shall comply with all applicable laws and regulations and requirements of any Governmental Body applicable to Customer, and shall not use the Products or knowingly permit them to be used: (i) for any unlawful, illegal, immoral, indecent, abusive, defamatory or fraudulent purpose; (ii) in a way that interferes with Inmarsat’s ability to provide products to its customers or avoids its obligation to pay for the Products; (iii) in any way that may violate or infringe the legal rights of any person (including any third party Intellectual Property); or (iv) in any way that may be in breach of any obligation of confidence or privacy.
4.1. The applicable Charges are set out at https://www.inmarsatpartners.com and/or notified to you by Inmarsat. The Charges, and the currency in which they are denominated, may be adjusted from time to time by Inmarsat at its discretion, upon 90 days’ written notice to Customer. Customer shall also pay such Tax as Inmarsat is obligated to add, impose or collect on or in relation to the Charges.
4.2. Inmarsat shall invoice Customer electronically for each Product in accordance with the terms set out at https://www.inmarsatpartners.com. Each invoice shall be due for payment (the “Payment Due Date”) thirty (30) days from the date of the invoice. Where a Payment Due Date falls on a day other than a Business Day, payment shall be made by the last Business Day immediately before the Payment Due Date.
4.3. Any payment to be made under this Agreement shall be made by electronic funds transfer directly to the bank account designated by Inmarsat in writing. Customer shall be solely responsible for the costs associated with such electronic fund transfers.
4.4. Customer may dispute the Charges in an invoice in good faith by notifying Inmarsat’s Global Customer Operations as soon as possible but no later than the Payment Due Date, and withhold payment of the disputed amount. Any such notice shall be in writing, shall include the reasons for the dispute and shall be sent in accordance with the provisions of Clause 15. Customer shall pay the undisputed amount of any invoice by the Payment Due Date.
4.5. Inmarsat shall have the right, for twelve months (or longer if required by law) following the date of an invoice, to issue an adjustment to an invoice in the event of the discovery of an error or adjustment affecting the invoice.
4.6. If Customer fails to pay an invoice by the Payment Due Date, Inmarsat may charge interest at a rate of the three (3) month US dollar London Inter Bank Offer Rate (LIBOR) (fixed by the British Bankers Association on the Payment Due Date or if not available another reputable source agreed between the Parties or failing which reasonably selected by Inmarsat) plus eight (8) percentage points per annum. Such interest shall accrue on a daily basis from the date following the Payment Due Date until actual payment of the overdue amount, whether before or after judgment. If Customer fails to pay an invoice within fourteen (14) days of Inmarsat providing written notice that Customer is in breach of its payment obligation, Inmarsat may vary the Payment Due Date and/or suspend this Agreement in whole or in part. If Customer fails to pay an invoice within thirty (30) days of Inmarsat providing written notice that Customer is in breach of its payment obligation, Inmarsat may terminate this Agreement in whole or in part.
4.7. From time to time, Customer will provide financial information as Inmarsat may reasonably request, to determine Customer’s continued creditworthiness. Inmarsat will treat all financial information provided to it by Customer as Confidential Information. If Inmarsat reasonably determines that Customer’s creditworthiness is insufficient to cover the full payment of all Charges, Inmarsat may require Customer to provide a financial guarantee in a form reasonably acceptable to Inmarsat in order for Inmarsat to continue to provide the Products. If Customer fails to provide the requested guarantee within twenty (20) Business Days following such request, Inmarsat may suspend the provision of the Products until such guarantee is provided.
5.1. Customer shall be liable for all Tax imposed on, or in respect of, the Products.
5.2. If any Tax becomes payable in respect of the Products, such Tax shall be for the account of Customer and Customer shall pay to Inmarsat such an amount as to yield to Inmarsat a net amount equal to the amount that, but for such Tax, would have been received by Inmarsat. Inmarsat shall provide, to the extent it is able, reasonable assistance to Customer to minimize the amount of any withholdings or deductions, including providing any relevant certification of its status as a non-resident of a jurisdiction or of its entitlement to benefits under a treaty.
5.3. If, and to the extent that, Customer pays any Tax and Inmarsat receives and retains the benefit of a refund of a Tax or credit against income tax imposed on its profits (whether in the United Kingdom or any other territory in which Inmarsat maintains a permanent establishment) or other tax liability which is attributable to the Tax paid by Customer (a “Tax Credit”), then Inmarsat shall reimburse such amount to Customer or, at Customer’s option, Customer may deduct the applicable amount from amounts payable to Inmarsat under this Agreement, provided Inmarsat is satisfied with the nature, amount and form of any such reimbursement, including the provision of Tax certificates to determine the amount of Tax withheld. Inmarsat shall be deemed to have received and retained the benefit of a Tax Credit when such a claim for such credit has been agreed and accepted by the relevant tax authority. A Tax Credit shall be deemed to arise to the extent that Inmarsat’s current year tax payments are lower than they would have been without the benefit of said Tax Credit. Use of Tax Credits shall be determined on a first-in, first-out basis.
5.4. Customer may identify a Tax Credit for which Inmarsat may be eligible and assist Inmarsat in claiming such Tax Credit. If Customer claims a reimbursement under this Agreement, Customer shall identify any such Tax Credit to Inmarsat and provide all necessary information and assistance to Inmarsat to claim such Tax Credit. Inmarsat shall use reasonable endeavours to claim Tax Credits so identified, save that Inmarsat is under no obligation to claim a Tax Credit or pursue a Tax Credit that has been denied by tax authorities beyond the normal representations of Inmarsat to such tax authorities. Inmarsat shall assist Customer in further pursuit of denied Tax Credits provided Customer bears all costs of external advice or representations to the tax authorities or other relevant levels of appeal.
5.5. In the event of an audit or other enquiry by any relevant tax authority related to Taxes or Tax Credits related to the Products provided by Inmarsat, the Parties shall provide such information to each other as may reasonably be regarded as necessary to comply with such audit, subject only to limitations imposed by law, confidentiality agreements with third parties, or where the information is commercially sensitive.
5.6. Save for Customer’s right to withhold disputed amounts pursuant to Clause 4.4and any deduction or withholding of Tax in accordance with this Agreement, all amounts due under this Agreement shall be paid by Customer to Inmarsat in full without any set-off, counter-claim or withholding.
6.1. Subject to Clause 6.2, neither Party shall be liable on any basis, whether in tort (including negligence), breach of contract, breach of statutory duty, misrepresentation or otherwise, for direct or indirect loss of profit, loss of goodwill, business or business opportunity, revenue, anticipated saving or any other indirect or consequential loss or damage, arising under or in connection with this Agreement.
6.2. Nothing in this Agreement shall exclude or limit a Party's liability for: (a) death or personal injury to the extent resulting from its negligence; (b) that Party's fraud or fraudulent misrepresentation; or (c) any loss, liability or cost to the extent that it cannot be excluded or limited by law.
6.3. Except as set out in this Agreement, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of goods or services (including the Products) provided under this Agreement are excluded to the fullest extent permitted by law.
6.4. Neither Party shall be liable to the other for loss suffered as a result of damage to, or corruption or loss of, data or information transmitted in connection with this Agreement.
6.5. Inmarsat shall not be liable on any basis, whether in tort (including negligence), breach of contract, breach of statutory duty, misrepresentation or otherwise, to Customer or any third party for any loss, damage, liability or expense arising from or in connection with any unavailability, delay, interruption or degradation in or to the Products or failure of its business or operational systems, save to the extent caused by gross negligence, wilful misconduct or fraud on the part of Inmarsat under or in connection with this Agreement or as expressly provided under this Agreement.
6.6. Excluding Customer’s obligation to pay Charges to Inmarsat, the aggregate liability of each Party (and their respective Affiliates) to the other Party (and its Affiliates) under or in connection with this Agreement, whether in tort (including negligence), breach of contract, breach of statutory duty, misrepresentation or otherwise, shall at all times be limited to the greater of: (i) an amount equal to the total payments which have fallen due to Inmarsat under this Agreement during the twelve (12) month period immediately preceding the event that gave rise to the claim; and (ii) US$1,000,000 (one million United States Dollars).
6.7. Customer acknowledges that Inmarsat cannot guarantee, and nor is it liable for, the security of information transmitted via the Inmarsat Network, and that Inmarsat does not warrant that the provision of any Product will be uninterrupted or error-free.
7.1. Customer shall indemnify the Inmarsat Indemnified Parties for any losses, liabilities, damages and costs (including reasonable legal costs) suffered by them which arise out of or in connection with:
7.2. Customer shall maintain either liability insurance from a reputable third party insurer or self-insurance in an amount sufficient to cover the indemnities which it has granted under this Agreement. Customer shall, upon request of Inmarsat, provide Inmarsat with evidence of such insurance or, as the case may be, net asset value that is sufficient to cover the indemnities granted under this Agreement.
7.3. With respect to any claim for damage or loss made by a third party against an Inmarsat Indemnified Party that is required to be indemnified by Customer hereunder, Customer shall, at its own expense, defend any such claim. Inmarsat (or, as the case may be, the Inmarsat Indemnified Parties) shall in connection with any such claim (i) give Customer reasonable notice of the receipt of the claim; (ii) at the cost of Customer, provide such cooperation to Customer as is reasonably necessary for the defence of the claim, including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court processes, the provision of all relevant information and documents, and providing reasonable access to relevant employees; and (iii) not make any admissions, settlements or compromises without the prior written consent of Customer.
7.4. If, in the event of any claim subject to Clause 7.3, applicable law does not permit Customer to defend the claim as contemplated herein, then Inmarsat shall conduct its defence under instructions from Customer and not make any admissions, settlements or compromises without the prior written consent of Customer.
8.1. Without prejudice to any right of termination contained herein, Inmarsat may at any time during the Term bar or suspend any Satellite Terminal(s), (or any SIM Card, as applicable) in any country or countries:
8.2. In the circumstances set out in Clauses 8.1(a) to (d), Inmarsat shall use reasonable endeavours to provide Customer with prior notice of the barring or suspension of a Satellite Terminal or SIM Card. Inmarsat may however bar or suspend any Satellite Terminal or SIM Card without such prior notice if required by any law or regulation, or if in Inmarsat’s reasonable opinion any delay in barring the Satellite Terminal or SIM Card may cause loss or damage (including loss of reputation) to Inmarsat.
9.1. Inmarsat may withdraw any Product, provided always that Inmarsat shall, other than in the case of an Operational Emergency or for the purpose of necessary commercial spectrum management, provide no less than twelve (12) months’ prior written notice to Customer or such other period of notice as may be agreed in writing between the Parties.
10.1. This Agreement begins on the Effective Date and, unless terminated in accordance with its terms, shall continue for the Initial Term and indefinitely after that until the expiration of all orders placed by Customer and accepted by Inmarsat. Each order for a Product may have its own service term, as set out in the order and/or the Product Data Sheet. On expiration or termination of this Agreement, all orders for Products will automatically terminate.
10.2. Either Party (the "Initiating Party") may terminate this Agreement in whole or in part (including in respect of one or more Products) with immediate effect by notice in writing to the other Party (the "Breaching Party") on or at any time after the occurrence of any of the following events:
10.3. Inmarsat may terminate this Agreement with immediate effect by notice in writing to Customer on or at any time after a change of Control of Customer.
10.4. Either Party may terminate this Agreement if a Force Majeure Event occurs in accordance with the provisions of Clause 13.
11.1. Termination of this Agreement does not affect a Party's accrued rights and obligations as at the date of termination.
11.2. Each Party's further rights and obligations shall cease immediately on termination except that the provisions of Clauses 1, 4, 5, 6, 7, 11, 12, 14, 15, 16 and 18 shall survive termination, as shall those other Clauses the survival of which is necessary for the interpretation or enforcement of this Agreement.
11.3. In the event of termination of this Agreement, Inmarsat may invoice all Charges accrued and all invoices issued by Inmarsat under this Agreement shall become immediately due and payable by Customer, together with any interest accrued pursuant to the terms of this Agreement.
11.4. Upon termination of this Agreement each Party shall, at the instruction of the other Party, return to the other Party or destroy all material containing any Confidential Information of the other Party.
12.1. The Parties shall use all reasonable endeavours to resolve any dispute amicably, which shall include the escalation of such dispute to senior management who shall meet to discuss the resolution of such dispute in good faith within fifteen (15) Business Days of written notice being provided requesting such meeting and setting out the relevant particulars of the dispute.
12.2. Subject to Clauses 12.1 and 12.3, any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, termination, breach or validity, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules presently in force (the “Rules”), which Rules are deemed to be incorporated by reference into this Clause. The appointing authority shall be the LCIA. Unless otherwise agreed by the Parties, the number of arbitrators shall be three (3) (of whom each Party shall select one (1) and the third shall be agreed by the other two (2) arbitrators). The language of the arbitration shall be English and the seat, or legal place, of arbitration shall be, and all of its hearings shall take place in, London, England. Any arbitration award rendered in accordance with this Clause shall be final and binding on the Parties. The Parties waive irrevocably their right to any form of appeal, review or recourse to any state court or other judicial authority, insofar as such waiver may be validly made. The costs of arbitration shall be borne as the arbitrators direct.
12.3. Notwithstanding Article 25.3 of the Rules, either Party may apply to any state court or other judicial authority for interim or conservatory measures at any stage prior to, or after, the commencement of an arbitration under Clause 12.2. Each Party irrevocably waives any objections to the jurisdiction of any court referred to in this Clause 12.3.
13.1. Except for completing any payment obligations, if the Affected Party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure Event, then the Affected Party’s obligations under this Agreement will be suspended for as long as the Force majeure Event continues and to the extent that the Affected Party is so prevented, hindered or delayed.
13.2. If the Force Majeure Event continues for more than six (6) months starting on the day the Force Majeure Event starts, a Party may terminate this Agreement by giving not less than thirty (30) days' prior written notice to the other Party.
14.1. During the Term and after termination or expiration of this Agreement for any reason the Receiving Party:
14.2. During the term of this Agreement the Receiving Party may disclose the Confidential Information to the following to the extent reasonably necessary:
14.3. Clauses 14.1 and 14.2 do not apply to Confidential Information which (a) comes into the public domain other than through a breach of this Agreement by the Receiving Party or a Recipient, (b) can be shown by the Receiving Party to the Disclosing Party's reasonable satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party, or (c) subsequently comes lawfully into the possession of the Receiving Party from a third party without any obligation of confidentiality.
14.4. Upon request from the Disclosing Party the Receiving Party shall promptly return to the Disclosing Party or destroy (as requested) all copies of Confidential Information, except that the Receiving Party may retain that Confidential Information required to be retained by it pursuant to applicable law.
14.5. Without limiting the generality of Clause 14.2 (b) above, either Party may disclose all or part of the terms of this Agreement to the extent required by applicable law, a court of competent jurisdiction or by a Government Body or the requirements of any recognised listing or securities filing authority should that Party seek such listing or filing for itself or, if part of a wider group of companies, should its direct or indirect parent company so seek such listing or filing.
14.6. Notwithstanding the rest of this Clause 14, Inmarsat may provide Customer Confidential Information to Inmarsat’s Affiliates only as reasonably required for Inmarsat’s legitimate business purposes, provided that Inmarsat maintains the confidential nature of the Confidential Information in accordance with this Clause 14.
14.7. Inmarsat shall have in place a policy to ensure that Confidential Information disclosed by Customer to Inmarsat in accordance with the provisions of this Agreement is held in a manner that reflects Inmarsat’s obligations under relevant competition laws.
14.8. Inmarsat shall be entitled, without restriction or the need to obtain Customer’s prior consent, to publicise the fact that Customer is a customer of Inmarsat. Except for this, neither Party will make any public announcement or issue any press release concerning this Agreement or the transactions contemplated under this Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed.
15.1. Any and all notices required or permitted to be given under this Agreement will be in writing in the English language and will be sufficiently given when delivered (a) by hand, (b) by registered mail, postage prepaid, return receipt requested; (c) by facsimile transmission, or (d) by email, addressed to the recipient set out below or such other address as may be notified by a Party to the other from time to time. Notice given by hand shall be deemed given the same day. Notice given by post shall be deemed to have been given three days after the date of posting. Notice given by fax shall be deemed given when transmitted provided that the sender shall have received a transmission report confirming correct transmission. Any communication by electronic mail shall be deemed to have been made on the Business Day on which the notice is first stored in the other Party’s electronic mailbox.
Inmarsat Legal Department
99 City Road, London United Kingdom, EC1Y 1AX
Fax: +44 20 7728 1612
Copy to: Alison Horrocks
99 City Road, London, United Kingdom, EC1Y 1AX
Fax: +44 20 7728 1612
Contact details notified to Inmarsat
This Clause does not apply to permit the use of fax or email for the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution or the delivery of a notice of termination.
16.1. Amendments. Inmarsat may amend a Product Data Sheet upon at least ninety (90) days’ prior written notice (which may be provided by email and/or via the Inmarsat portal), except in the case of an Operational Emergency, in which case Inmarsat may make any necessary amendment and provide notice of any amendment to Customer as soon as is reasonably practicable following the amendment. Save where otherwise expressly permitted hereunder, the terms and conditions set out in this Agreement may not be amended or modified in any manner except by agreement in writing signed by both Parties.
16.2. Sub-contractors. Inmarsat will be entitled to sub-contract any of its obligations to a third party, provided that Inmarsat shall remain responsible for the acts and omissions of any sub-contractor in connection with the performance of Inmarsat’s obligations under this Agreement.
16.3. Assignment. Subject to clause 16.2, neither Party may assign, novate, subcontract, charge, transfer or otherwise dispose of this Agreement or any rights or obligations under it without the written consent of the other Party (which consent shall not be unreasonably withheld or delayed), except that Inmarsat may assign or novate any and all rights and obligations hereunder to any Inmarsat Affiliate.
16.4. Waiver. A failure of either Party to exercise, a delay in exercising or partial exercise of, a right or remedy provided by the Agreement or by law will not constitute a waiver of the right or remedy by that Party, a waiver of other rights or remedies or a further exercise of the right or remedy. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
16.5. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior understandings and communications, whether written or oral, between the Parties relating to the matters addressed herein. Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement and that all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Each Party agrees that it shall have no remedies in respect of any (non-fraudulent) statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement, and no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
16.6. Invalidity. Should any provision of this Agreement be found to be invalid, illegal or unenforceable under the laws of any relevant jurisdiction in any respect, the invalid, illegal or unenforceable aspects of such provision shall be given no effect and shall be deemed not to be included in this Agreement without invalidating any of the remaining provisions of this Agreement. The Parties shall forthwith enter into good faith negotiations to amend this Agreement in such a way that, as amended, is valid, legal, enforceable and, to the maximum extent possible, reflects the intended effect of the invalid, illegal or unenforceable provision.
16.7. Relationship of Parties. The Parties intend that the relationship created between them by this Agreement shall be as independent contractors. This Agreement is not to be construed in any way as creating any partnership, principal agent, master servant, joint venture or other similar relationship between the Parties. Except as expressly authorised under this Agreement, Customer will not resell or otherwise make available Products to any third party.
16.8. Rights of Third Parties. A third party that is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement, except that an Inmarsat Indemnified Party may enforce the rights and benefits granted to it under this Agreement. The rights of the Parties to terminate, rescind or agree any amendment, waiver or settlement under this Agreement are not subject to the consent of any other person.
16.9. Network Data. In supplying the Products, Inmarsat collects certain data from the Inmarsat Network and the Satellite Terminals which connect to the Inmarsat Network, including without limitation set-up, environmental, location, technical, operational and other data (“Network Data”). Inmarsat may use such Network Data (excluding any personal data or the contents of any transmissions) whenever collected on a standalone or aggregated basis (including in conjunction with any other data), for its business purposes (such as to provide, develop and improve Inmarsat’s products and the Inmarsat Network) and/or to be shared with or sold to third parties. Inmarsat shall also be entitled to associate such Network Data with the identity of the customer and/or details of the vessel or aircraft on which the Satellite Terminal is located and disclose the same.
17.1. Customer shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including to the Bribery Act 2010 and the US Foreign Corrupt Practices Act (“Relevant Requirements”).
17.2. Without prejudice to the generality of the foregoing, Customer shall:
17.3 For the purposes of this Clause 17, the meaning of adequate procedures and foreign public official whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this Clause 17, a person associated with Customer includes any subcontractor of Customer.
18.1. The construction, validity and performance of this Agreement and all matters arising from or connected with it are governed by and construed in accordance with the laws of England without regard to its conflict of laws provisions.
18.2. If so requested in writing by Inmarsat, Customer shall, within thirty (30) days of such request, appoint an agent for service of process or any other document or proceedings in England in relation to the subject matter of this Agreement, and shall notify Inmarsat forthwith. The address of Inmarsat for service of such process and any other such document or proceedings shall be those specified in Clause 15 (Notices), unless and until any alternative addresses are notified to Customer for that purpose.
8.2. Inmarsat also warrants that any used or refurbished Equipment will be free from material defects for a period of thirty (30) days.
8.3. The warranty periods referred to in Paragraphs 8.1, 8.2 and 8.6 will commence at the time of delivery of the Equipment pursuant to this Agreement.
8.4. Subject to the terms of this Schedule, Inmarsat will during the warranty period where a valid warranty claim has been raised, at its sole option either repair or replace the nonconforming Equipment containing material defects in workmanship and materials. If Inmarsat determines that neither repairing nor replacing the Equipment is commercially reasonable upon return of the Equipment to Inmarsat, refund all sums paid by Customer to Inmarsat with respect to the nonconforming Equipment. Subject to the terms of this Schedule, the remedies set out under this Paragraph 8 are Customer’s sole remedy in the event of a warranty claim.
8.5. All repairs on warrantable defects within the warranty period will be performed by Inmarsat at no charge. For the avoidance of doubt, only the parts and labor directly related to the specific warranty-covered repair shall be free of charge. Any additional labor necessary to complete the repair that is unrelated to the direct warranty repair shall be Customer’s responsibility to pay.
8.6. Once a warranty repair has been completed, Inmarsat shall provide a ninety (90) day warranty on such repair and shall provide repairs on any non-warranty Equipment repair where the fault is caused by the replaced or repaired part. For any repairs requested after the warranty period, Inmarsat will provide a quote for such repairs and if the quote is accepted and the work authorized by Customer, the repairs will be performed at Customer’s expense.
8.7. The warranty under this Paragraph 8 does not extend to any defect resulting from the Equipment being altered, improperly installed by a third party or which fails or is damaged after delivery due to accident, act of God, shipment or handling, or due to storage, operation, use, or maintenance in a manner or environment which does not conform to the Equipment manufacturer's instructions or specifications provided by Inmarsat to Customer from time to time.
8.8. All warranties offered by Inmarsat are a “back-to-base” warranty, such that Customer will bear the transportation cost of returning any nonconforming or defective Equipment to Inmarsat’s designated premises and also the transportation cost of returning the Equipment following a repair from Inmarsat’s designated premises to Customer’s premises. If Customer requires an Inmarsat technician to travel to Customer’s location to perform warranty services, Customer will be responsible for all costs associated with the travel including, but not limited to, transportation costs, living expenses, etc. Inmarsat will provide a written estimate of travel costs upon request.
11.2. Unless otherwise agreed, all rental Equipment will be shipped FCA Inmarsat’s warehouse (INCOTERMS 2020) to Customer’s designated premises.
11.3. Customer agrees, at Customer’s sole expense, to: (i) insure such Equipment against loss by fire, theft and any other casualty covered by standard fire and extended coverage insurance, for the full current replacement value; (ii) keep the Equipment free and clear from all adverse liens, security interests and encumbrances; (iii) provide a proper and suitable environment (including adequate power and appropriate temperature control) for the Equipment, in accordance with Inmarsat and/or the manufacturer’s specifications (and any failure to provide such proper and suitable environment will void any warranty on the Equipment); (iv) keep the Equipment clearly labeled as property of Inmarsat, in good order and repair and comply with any maintenance instructions given by Inmarsat, (v) not transfer the Equipment or all or part of Customer’s interest therein; and (vii) return the Equipment to Inmarsat at the end of the rental term in good condition, normal wear and tear excepted.
11.4. Inmarsat may charge Customer and Customer will pay Inmarsat for the fair market value of the Equipment, in its reasonable determination, if Customer fails to return the Equipment to Inmarsat within thirty (30) days of the end of the rental term.
11.5. Any breach by Customer of this Paragraph 11 shall entitle Inmarsat to enter Customer’s premises where the Equipment is reasonably believed to be located, and remove such Equipment without any legal process or notice, and without being liable for trespass or damage, and to declare all amounts remaining unpaid to be immediately due and payable by Customer.
13.2. Customer may use the Software only in machine-readable, object code form. Third party software may be subject to additional terms and conditions described in the applicable third party software user documentation, and to the extent that those terms conflict with this Paragraph 13, the third party terms will prevail.
13.3. Customer may use the Software only for internal purposes and only in connection with the Equipment and other Products provided by Inmarsat. Customer may not assign, transfer, pledge, rent, share, copy or sublicense any of the Software. Customer may not reverse engineer, decompile or otherwise attempt to discover the source code of the Software.
13.4. If the Customer using the Equipment or Software is the U.S. Government, then the following restrictions apply:
13.5. Other than as specifically set forth in this Paragraph 13, no licenses or any rights of any kind under any patent, copyright and rights to create derivative works, trademark, trade secret, service mark, mask works or other form of intellectual property (collectively “Intellectual Property Rights”) are granted by either Party or are to be implied by this Agreement.
This website, www.inmarsat.com, is operated by Inmarsat Global Limited ("We"). We are registered in England and Wales under company number 3675885 and have our registered office at 99 City Road, London, EC1Y 1AX, which is also our main trading address. Our VAT number is GB 730 934 930.
Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.
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When using our site, you must comply with the provisions of our Acceptable Use Policy.
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You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.
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If you want to reproduce any of the content or materials published on this website for wider publication, in any format, you must first seek our permission in writing.
Please email email@example.com with details of your publishing requirement.
Distributors of Inmarsat services and solutions are invited to apply to join our Connect programme (and thereby become Connect Partners), which they can do by completing our online application form.
Membership of Connect allows Connect Partners to enter into a Trade Mark Licence Agreement ("TMLA") with us so that they can use our trade mark and logo. Use of our trade mark and logo taken from our site without a signed TMLA in place is prohibited.
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All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
Whenever you make use of a feature that allows you to upload material to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy. You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty.
Any material you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site. We have the right to remove any material or posting you make on our site if, in our opinion, such material does not comply with the content standards set out in our Acceptable Use Policy.
If you have said yes to receiving email alerts then you agree that your personal data can be held by Inmarsat on a database for the purpose of communicating with you about Inmarsat's network and services, and for the provision of offers of related services that Inmarsat believes may be of interest to you.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link from any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.
If you wish to make any use of material on our site other than that set out above, please address your request to firstname.lastname@example.org
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
The International Mobile Satellite Organization is the registered proprietor of the trade mark INMARSAT and has granted to Inmarsat an exclusive licence to use the trade mark. The Inmarsat logo is a registered trade mark of Inmarsat (IP) Company Limited. Access to our site does not give any user permission to use our trade mark or logo and such use is strictly prohibited. However, distributors of Inmarsat services and solutions can apply via membership of our Connect programme for the right to use our name and logo.
Please note that, in addition to owning the domain name www.inmarsat.com, we have registered many other forms of generic top level domain names and country code top level domain names together with the Inmarsat second level domain name, and similar domain names likely to be confused with these names or associated with Inmarsat. We are continuing to register such domain names. We will take legal action against anyone who attempts to register any domain name using the word Inmarsat in it or any domain name likely to be confused with or associated with Inmarsat.
If you have any concerns about material which appears on our site, please email Jenefer Bobbin, Web Development Manager at email@example.com.
Inmarsat Contract Number: I9-8854. Version 1.0
1 Basis of Contract
1.1 From time to time, Inmarsat may request Contractor (each a “Party”) on a non-exclusive basis to perform installation and related services (“Services”) for Inmarsat as set out in a purchase order for the supply of Services (the “Work Order”). The Work Order constitutes an offer by Inmarsat to purchase Services from Contractor in accordance with these terms and conditions (“Terms”) and as specified in the Statement of Work contained in exhibits 2 to 4 of the Work Order (the “SOW”).
1.2 The Work Order shall be deemed to be accepted upon Contractor signing and returning a copy of the Work Order, at which point this Agreement shall come into existence (“Effective Date”). For the purpose of these Terms, “Agreement” shall mean the agreement between Inmarsat and the Supplier for the supply of Services in accordance with these Terms and the accompanying Work Order(s).
1.3 The Agreement shall continue from the Effective Date until terminated by Inmarsat or Contractor upon sixty (60) calendar days prior written notice or as otherwise provided herein.
2 Scope of Services
2.1 Contractor agrees to perform the Services in a professional manner and in accordance with the provisions of this Agreement.
2.2 Notwithstanding the foregoing, Inmarsat is under no obligation to request Contractor to perform Services, and Contractor is under no obligation to accept a request for Services from Inmarsat.
2.3 Other services, and rates, may be added from time to time and Inmarsat reserves the right, at its option, to request that additional Work Orders for any additional products or services be added to this Agreement, pursuant to the mutual agreement of the parties. In the event that a Work Order is initiated or revised orally, Inmarsat will issue a follow-up Work Order (or amended Work Order as appropriate) to the Contractor for execution in accordance with the terms and conditions of this Agreement.
2.4 Contractor shall be solely responsible for Contractor’s personnel observing Inmarsat’s or Inmarsat’s customer’s site rules and regulations, including but not limited to: security requirements, use of safety equipment and safety procedures, proper grooming, appropriate dress, and working in harmony with all others while present at such site. Inmarsat shall have the right for any reason to request that Contractor discontinue furnishing any person provided by Contractor hereunder. Said discontinuance shall take effect immediately upon Inmarsat’s written or oral notice to Contractor. In the event Contractor is required to remove personnel pursuant to this Article, Contractor will not be relieved of its obligation to perform hereunder.
3 Invoices and Payments
3.1 Upon receipt of an invoice, Inmarsat will remit payment to Contractor within sixty (60) calendar days.
3.2 Inmarsat shall have no obligation to pay Contractor for any other charges unless such charges are expressly authorized in a Work Order and this Agreement. In the event that any work is required to be performed to complete an installation which is beyond that specified in the SOW, Contractor must seek the prior approval of the applicable end user and Inmarsat to perform such work.
3.3 Contractor shall maintain accurate records to verify and support any invoices (electronic or otherwise) generated in the event of any disputes. Contractor’s satisfactory performance and invoicing for Services hereunder will be in accordance with generally accepted accounting principles and practices uniformly and consistently applied in a format that will permit review. Additionally, and notwithstanding Article 16, Inmarsat will be entitled to provide a copy of any information obtained pursuant to this Article 3.3, to Inmarsat’s customer to whom such information relates.
3.4 In the case of business travel, Inmarsat will only reimburse technician for economy class travel using a commercial carrier (to include airplane, train, bus, etc.).
4.1 Except as expressly provided in this Article 4 (Taxes), the rates and charges set forth in the Work Order include all taxes of whatever nature levied or assessed against this Agreement, the Work Orders and Services hereunder or any transaction related thereto.
4.2 Contractor hereto agrees to pay, and to hold Inmarsat harmless against, any penalty, interest, additional tax or other charge that may be levied or assessed as a result of the delay or failure of the Contractor for any reason to pay any tax or file any return or information required by law, rule or regulation or by this Agreement to be paid or filed by Contractor.
5.1 Termination/ Rescheduling of Work Orders
5.1.1 Subject to Article 5.3 below, Inmarsat may terminate or reschedule any Work Order immediately by written notice to Contractor, for any reason or for no reason, and without penalty or liability. Such notice shall specify the effective date of termination or the reschedule date.
5.1.2 Notwithstanding the foregoing, if Inmarsat terminates or reschedules a Work Order while Contractor is performing such Work Order, Inmarsat will be liable to pay to Contractor all costs reasonably and actually incurred by Contractor in relation to the terminated Work Order. Inmarsat will only be liable to pay such reasonable costs incurred up to the time that such Work Order is terminated by Inmarsat. The foregoing is Contractor’s sole remedy in the event that Inmarsat terminates or reschedules a Work Order, whilst Contractor is performing such Work Order.
5.1.3 In case Inmarsat has ordered hardware with Contractor, Inmarsat will be obliged to purchase the hardware when Contractor has ordered it with their supplier. In such cases Contractor is obliged to deliver these goods to Inmarsat.
If Contractor is in default of its obligations under this Agreement or any Work Order hereunder and such default is not promptly remedied by Contractor after written notice thereof by Inmarsat, Inmarsat may, in addition to all other rights and remedies provided by law or this Agreement, terminate this Agreement and/or any Work Order which may be affected by such default.
5.3 Consequences of Termination or Cancellation
5.3.1 In the event that Inmarsat terminates this Agreement or any Work Order hereunder pursuant to any provision of this Agreement, in no event will Inmarsat be liable for any indirect, special, incidental, reliance or consequential damages resulting from such termination, including without limitation, loss of business profits.
5.3.2 In the event that any Work Order is terminated for any reason other than breach by Contractor, Contractor shall immediately cease performing Services covered by such Work Order. In such event, the provisions of Article 5.1 shall apply.
5.3.3 In the event that Inmarsat terminates this Agreement pursuant to Articles 5.2 (Default) or 7.2 (Breach of Warranty) herein, Inmarsat may, at its option, and in addition to any other remedies available to it, obtain comparable services from third parties, and Contractor will reimburse Inmarsat for any additional costs and expenses which may be occasioned to Inmarsat thereby with such reimbursement limited to the value of the initial Work Order.
5.3.4 Within ten (10) calendar days of termination, cancellation or other expiration of this Agreement, Contractor shall return to Inmarsat all papers, written materials, properties, other materials and other information furnished to Contractor by Inmarsat under this Agreement. Each Party shall provide the other such reasonable assistance as may be necessary for an orderly, non-disruptive transition subsequent to termination.
5.3.5 The terms, conditions and warranties contained in this Agreement that are intended to survive the performance hereof by either or both Parties hereunder shall so survive the completion of performance, cancellation or termination of this Agreement or any Work Order hereunder.
6. Excusable Delays
Neither Party to this Agreement shall be liable for its failure to perform any of its obligations hereunder during any time period in which its, or its subcontractors' or vendors', performance is delayed by fire, flood, extreme weather conditions precluding performance, lack of availability of equipment from Inmarsat, war, embargo, strike or riot, or the intervention of any government authority (“Excusable Delay”), provided the cause of such Excusable Delay is beyond the reasonable control and without the fault or negligence of the non-performing Party, its subcontractors or vendors and further providing that the Party suffering such Excusable Delay immediately notifies the other Party of the delay. In the event of an Excusable Delay the delivery requirements for such performance shall be extended by a mutually agreed upon term in writing. Notwithstanding the above, Inmarsat may at its option, without liability other than to reimburse Contractor for actually incurred reasonable costs and expenses to the date of termination, terminate any Work Order that is delayed more than ten (10) calendar days because of any Excusable Delay.
7.1 Contractor hereby warrants and represents that all Services provided hereunder shall be performed by qualified personnel promptly and with diligence, in strict accordance with the descriptions of such Services in these Terms, the SOW, or in any Work Order and to Inmarsat’s satisfaction. For a period of twelve (12) months from the applicable installation date Contractor shall remedy, repair or reinstall, as necessary and at no additional charge to Inmarsat, any Services provided under this Agreement which are found to be defective and in breach of the above warranty for said period. Further, for a period of twelve (12) months from the applicable installation date Contractor shall remedy, repair or reinstall, as necessary and at no additional charge to Inmarsat, any material provided under this Agreement which is found to be defective and in breach of the above warranty for said period.
7.2 If during the twelve (12) months after the completion of the installation performed by Contractor for Inmarsat, Inmarsat determines that there is a problem which constitutes a breach of warranty, Inmarsat will notify Contractor and Contractor shall promptly investigate such breach and advise Inmarsat of Contractor's planned corrective action after which Contractor shall promptly re-perform by providing other personnel or take such other action as may be required to correct such breach of warranty at no additional charge to Inmarsat. If such breach of warranty causes Inmarsat’s customer’s system to be affected or has/may cause some form of structural damage to Inmarsat’s customer’s premises, then Contractor will remedy such breach of warranty to Inmarsat's reasonable satisfaction within four (4) calendar days from Inmarsat's notice to Contractor. If such breach of warranty is not causing Inmarsat’s customer’s system to be affected, and does not pose any threat to the structural integrity of Inmarsat’s customer’s premises, then Contractor will remedy such breach of warranty to Inmarsat’s reasonable satisfaction within ten (10) business days from Inmarsat’s notice to Contractor.
7.3 Contractor will deliver the work as stated in the SOW and any approved additional work by performing acceptance tests in the presence of Inmarsat’s customer’s representative. Inmarsat’s customer shall have discretion as to accept the Work Order upon completion. Upon acceptance of the Work Order, the warranty set forth in Article 7.2 above shall apply. All defects shall be remedied in accordance with the terms set forth herein. Notwithstanding the foregoing, Contractor shall not be held liable pursuant to Articles 7.2 and 7.3 for unauthorized modification, tampering, or negligence of Inmarsat or its customer.
8. Infringement Indemnity
Contractor represents that the use of any and all tools and materials furnished by Contractor and used in the performance of the Services does not infringe a patent, copyright, or federal, state or common law service mark, trademark or any other proprietary rights of a third party. Contractor will protect, defend and indemnify and hold Inmarsat harmless from and against any and all claims, demands, causes of action, loss, damage, expense or liability of every type and character (individually and collectively “Claims”) that may result by reason of any such infringement, provided further that Inmarsat provides prompt written notice to Contractor of any Claim.
9. Non-compete restriction
CONTRACTOR AGREES NOT TO SOLICIT WORK RELATING TO THE INSTALLATION OR MAINTENANCE OF SATELLITE EQUIPMENT OR TAKE ORDERS RELATING THERETO DIRECTLY FROM INMARSAT’S CUSTOMERS WHO HAVE BEEN INTRODUCED BY INMARSAT TO CONTRACTOR FOR INSTALLATION, MAINTENANCE AND/OR RELATED WORK THAT IS SUBSTANTIALLY RELATED TO THE SOW. IN ACCORDANCE WITH THE FOREGOING, if an Inmarsat Customer contacts the Contractor directly or indirectly to request equipment or service, the Contractor will refer the Customer to Inmarsat and notify Inmarsat immediately. The Contractor agrees this Article 9 is binding upon the Contractor during the Term of this Agreement, as described in Article 1 of these Terms, and for one (1) year after termination of this Agreement.
10. Independent Contractor
Contractor hereby declares and agrees that Contractor is engaged in an independent business and will perform its obligations under this Agreement as independent contractor and not as the agent or employee of Inmarsat; that the persons performing Services hereunder are agents, employees or subcontractors of Contractor and are not employees or agents of Inmarsat; that Contractor hereby retains the right to exercise full control of and supervision over the performance of Contractor's obligations hereunder and full control over the employment, direction, compensation and discharge of all employees assisting in the performance of such obligations; that Contractor will be solely responsible for all matters relating to payment of such employees, including compliance with workers' compensation, unemployment, disability insurance, social security, withholding and all other federal, state and local laws, rules and regulations governing such matters; and that Contractor will be responsible for Contractor's own acts and those of Contractors agents and employees during the performance of Contractors obligations under this Agreement. In addition, Contractor agrees that it will require its agents to obtain all necessary licenses and business licenses required to perform the Services hereunder.
11. Work Product
Contractor shall install, maintain or service the products as described in the SOW or Work Order issued by Inmarsat and accepted by Contractor.
12.1 Contractor shall hold harmless and indemnify Inmarsat and its affiliated companies (including its parent company), officers, directors, employees, representatives, insurers, consultants, and customers, and agents of all of the foregoing, from any loss, cost, damage, claim, expense or liability, including, but not limited to, liability as a result of injury to or death of any person or damage to or destruction or loss of any property arising out of, or as a result of or in connection with the performance of this Agreement and/or the Services and directly or indirectly caused, by the acts or omissions, negligent or otherwise, of Contractor or a subcontractor or an agent of Contractor or an employee of any one of them, be it active or passive, except where such loss, cost, damage, claim, expense or liability arises solely from the negligence of Inmarsat, its officers, directors and other employees and agents. As used in the preceding sentence, the words "any person" shall include, but shall not be limited to, a contractor or an agent of Contractor or Inmarsat, and an employee of Inmarsat, Contractor or any such contractor or agent; and the words "any property" shall include, but shall not be limited to, property of Inmarsat, Inmarsat's customers, Contractor or any such contractor or agent or of an employee of any of them. Upon request of Inmarsat, Contractor shall, at no cost or expense to Inmarsat, defend suits asserting a claim for loss, damage or liability specified above, and Contractor shall pay costs and attorneys' fees that may be incurred by Inmarsat in connection with any such claims or suits or in enforcing the indemnity granted above.
12.2 Contractor shall also indemnify and hold Inmarsat harmless from and against, any direct damage, liability or expense (including reasonable attorney’s fees and other expenses of investigating or defending claims) any claims made by a third party, including but not limited to any third-party dealer or installation company, which may enter into subcontracts or other arrangements with Contractor to fulfill any of obligations set forth herein, which (a) arise directly as a result of Contractor’s responsibilities hereunder, or (b) result from Contractor’s having made any warranty or representation to any such third party, or (c) any act or omission of Contractor with respect to such third party.
13. Limitation of Liability
Except for the indemnity provisions set forth above, neither Party shall be liable to the other for any indirect, consequential, special, reliance or incidental damages, including without limitation loss of business profits, arising out of or in connection with the performance or non-performance of any obligations under this Agreement whether or not due to any negligent act or omission on the part of the applicable Party or its subcontractors, for whatever reason, and whether or not they have been advised of the possibility thereof.
Without in any way limiting the obligations set forth in Article 12 (Indemnification) above, Contractor shall maintain in full force and effect insurance minimums of $1 million (USD) of general liability insurance. The insurance required above shall remain in full force and effect as long as either Contractor or Inmarsat may have any potential liability pursuant to this Agreement.
If at any time or times before or after the work specified in a Work Order issued hereunder is completed, any lien or notice of lien shall be recorded or stop work notice against Contractor or its subcontractors shall be served upon Inmarsat or Inmarsat's customers, for labor performed upon, or for furnished materials for use in, or for furnishing appliances, teams or power contributing to, said work, Contractor shall promptly procure the discharge of any or all such liens and claims in a manner satisfactory to Inmarsat. If Contractor shall not have settled same within a reasonable period of time, not to exceed thirty (30) calendar days after Contractor has received notice, either actual or constructive, of the existence of such a lien, Inmarsat shall have the right to procure the discharge of such liens, and in such event Contractor shall reimburse Inmarsat for all monies that the latter may be compelled to pay in procuring the discharge thereof including costs and reasonable attorneys' fees; and Inmarsat shall have the right to satisfy said obligation, to the extent possible, by deduction from future payments due Contractor under such Work Order, this Agreement or otherwise.
16. Confidential Information
16.1 The Parties acknowledge that in the course of their performance of this Agreement each Party will come into the possession of confidential information of the other Party (“Disclosing Party”). For the purposes of this Agreement “Confidential Information” means any and all information of a commercial, technical or financial nature relating to a Party, which is not generally available to the public and which is disclosed by one Party to the other for the purposes of this Agreement. This includes, without limitation, data, know-how, secret formulae, processes, designs, photographs, drawings, specifications, patentable information and software programs, regardless of form, format or media and whether communicated or obtained through meetings, documents, correspondence or inspection of a tangible item that is in each case either i) by its very nature confidential; ii) is marked as such; or iii) it is reasonable to assume to be confidential from the context.
16.2 Confidential Information shall remain the sole and exclusive property of the Disclosing Party and may not be disclosed or used by the other Party (“Receiving Party”) without the Disclosing Party’s prior written consent for any purpose other than the discharge of its obligations under this Agreement. No further use of the Confidential Information will be made after the termination of this Agreement.
16.3 Confidential Information shall not include information or parts thereof for which the Receiving Party can furnish demonstrable evidence that:
16.3.1 it was known or generally accessible before the date of its receipt from the Disclosing Party; or
16.3.2 it became known or generally accessible after the date of its receipt from the Disclosing Party without the Receiving Party being responsible; or
16.3.2 was made accessible to the Receiving Party at any time by an authorized third party not in breach of any obligation of confidentiality with respect to such information.
16.4 Each Party will make available the other Party’s Confidential Information only to its officers, representatives and employees and on a need to know basis and all persons to whom the Confidential Information is made available shall be made aware of the strictly confidential nature of the Confidential Information and the restrictions imposed hereunder on the use thereof and further, have agreed to abide by the specific obligations imposed under this clause 16. Both Parties shall ensure that all officers, representatives and employees likely to receive the Confidential Information shall be under a written agreement as part of their employment or contract for work to preserve as confidential any information and knowledge which is entrusted to their employer or, in the case of a contractor, their client. The Parties shall be and shall remain liable for any breach of this clause 16 by such officers, representatives and employees.
16.5 Upon the termination of this Agreement, all Confidential Information shall be returned to the Disclosing Party or destroyed at its direction. The obligations of confidentiality set out in this Agreement shall survive the termination of this Agreement.
Both parties shall ensure that they, their employees, agents and sub-Contractors shall observe the requirements of the Data Protection Act 1998 and any amendments or revisions thereto in the provision and use of the subject matter of the Agreement and personal data processed under it and shall comply with any request made or direction given to the other which is directly due to the requirements of such Act.
Except upon notice to Inmarsat, Contractor shall not assign this Agreement (except an assignment solely of the right to receive monies due or to become due) or subcontract any part hereunder, in whole or in part, voluntarily, involuntarily or by operation of law without the prior written consent of Inmarsat. Any attempted assignment or subcontracting in contravention of the preceding sentence shall be void. Inmarsat may at any time, without the prior consent of Contractor, assign, transfer or novate this Agreement or any of its rights and obligations under this Agreement to its parent or any affiliated entity.
Except as otherwise provided herein, all notices or other communications herein provided to be given or which may be given by either Party to the other shall be deemed to have been duly given when made in writing and delivered in person, sent via facsimile with delivery confirmation receipt, sent via email with return receipt requested or sent via nationally recognized courier, or certified or registered United States mail, postage prepaid and addressed to the addresses set forth in the relevant Work Order.
19.1 Contractor agrees to submit to Inmarsat in advance of publication all advertising, sales promotion and other publicity matter relating to the Services performed by Contractor hereunder wherein Inmarsat's name or names or the name or names of Inmarsat's customers are mentioned, or language, signs, markings or symbols are used from which the connection of Inmarsat's name and any third parties' names connected therewith may, in Inmarsat's judgment, be reasonably inferred or implied; and Contractor further agrees not to publish or use such advertising, sales promotion or publicity matter without the prior written approval of Inmarsat, such approval not to be unreasonably withheld.
19.2 Contractor further agrees that Inmarsat may mention and disclose Contractor’s identity and the existence of this Agreement, to its customers and potential customer, without prior consent from Contractor. In the event that Inmarsat may wish to publish Contractor’s identity and associated trademark and/or logos and service marks (“Marks”), in its marketing material and advertising, it will only do so with the prior written consent of Contractor, which will not be unreasonably withheld or delayed. To the extent that Inmarsat does so use the Marks of Contractor, Contractor hereby grants to Inmarsat non-exclusive and fully paid up license to use such Marks.
20. Compliance with Laws
20.1 Contractor agrees that it will comply with all applicable federal, state and local laws, regulations and codes in the performance of this Agreement. Contractor further agrees to indemnify and hold harmless Inmarsat for any loss or damage that may be sustained by reason of Contractor’s failure to comply with such federal, state and local laws, regulations and codes.
20.2 Contractor shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 and the US Foreign Corrupt Practices Act (“FCPA”) (“Relevant Requirements”).
20.3 Without prejudice to the generality of the foregoing, Contractor shall:
20.3.1 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
20.3.2 have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
20.3.3 promptly report to Inmarsat any request or demand for any undue financial or other advantage of any kind received by Contractor in connection with the performance of this Agreement;
20.3.4 immediately notify Inmarsat (in writing) if a foreign public official becomes an officer or employee of Contractor or acquires a direct or indirect interest in Contractor (and Contractor warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement)
20.4 Contractor shall ensure that any person associated with Contractor who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Contractor in this clause 20 (“Relevant Terms”). Contractor shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Inmarsat for any breach by such persons of any of the Relevant Terms.
20.5 Breach of this clause 20 shall be deemed a material breach of this Agreement.
20.6 For the purpose of this clause 20, the meaning of adequate procedures and foreign public official whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this cause 20, a person associated with Contractor includes any subcontractor of Contractor.
21. No Third Party Beneficiaries
The provisions of this Agreement are set for the benefit of the Parties hereto and not for any other person.
22. Waivers of Default
Waiver by either Party of any default by the other Party shall not be deemed a waiver by such Party of any other default.
No provision of this Agreement or any written Work Order shall be deemed waived, amended or modified by either Party, unless such waiver, amendment or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such a waiver, amendment or modification.
24. Order of Precedence
In the event of any conflict or inconsistency between these Terms and the provisions of any Work Order, the provisions of the Work Order shall control.
25. Governing Law
This Agreement shall be construed in accordance with the laws of England and Wales.
In any of the provisions of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the invalid or unenforceable provision will be modified to the extent required to make it valid.
27. Entire Agreement
This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. Except for any Work Orders that may have been executed by the Parties hereto prior to the execution of this Agreement, all prior Agreements, representatives, statements, negotiations, understandings and undertakings are superseded hereby.