This Agreement (defined below) governs your use of Products (defined below) purchased through the Marketplace (defined below). This Agreement is between Inmarsat (defined below) and the organization on whose behalf you are accepting or otherwise agreeing to the terms of this Agreement (“you", “your", “yours", or “Customer”).
This Agreement becomes effective and binding on Customer when you enter into a Marketplace Order (defined below).
This Agreement is the parties’ entire agreement related to Products purchased through the Marketplace and supersedes: (a) all previous agreements and other communications (oral or written) between Customer and Inmarsat on this subject; and (b) any other separate, written agreement between Customer and Inmarsat for other products and/or services. This Agreement applies to all Marketplace Orders entered into under this Agreement.
By agreeing to these terms, you represent and warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms.
Unless defined in the body of this Agreement, capitalised terms have the meaning given to them in clause 15 (Definitions).
1.1. Inmarsat obligations. Inmarsat shall:
(a) provide the Products to Customer pursuant to the terms of this Agreement, and the applicable Marketplace Order;
(b) use personnel that are adequately experienced, trained, qualified and skilled; and
(c) use commercially reasonable efforts to provide Customer with applicable support for the Products as described in the Documentation. Inmarsat may offer further availability and support obligations for a Product through an SLA.
1.2. Customer obligations. Customer shall:
(a) pay for the Products in accordance with clause 3;
(b) use the Products only in accordance with this Agreement, the applicable Documentation, the applicable Marketplace Order and applicable law and regulation; and
(c) be solely responsible for all acts, omissions, and activities of its employees and end users of the Product, including their compliance with this Agreement, the applicable Documentation, the applicable Marketplace Order, and applicable law or regulation.
1.3. Marketplace Operator. Both parties acknowledge that Marketplace Operator is not a party to this Agreement, nor in anyway responsible for the parties’ actions or obligations under this Agreement. Customer’s use of the Marketplace is governed by terms and conditions entered into directly between Customer and Marketplace Operator (either applicable standard terms and conditions or terms negotiated by and between Customer and Marketplace Operator) (“Marketplace Agreement”). Marketplace Operator shall collect the Charges incurred by Customer on behalf of Inmarsat in accordance with clause 3.
1.4. Third-Party Products. Inmarsat may make Third-Party Products available to the Customer through the Marketplace and will identify where this is the case in the Marketplace Listing. Unless expressly stated in the Marketplace Listing, Third-Party Products are governed by separate terms and conditions between Customer and the relevant third-party provider. The relevant third-party terms and conditions will be made available to Customer as part of the product activation process, on the third-party provider’s website, on the Marketplace Listing, or upon request to Inmarsat. No warranty, indemnity or support is offered by Inmarsat for Third-Party Products, and Inmarsat will have no liability for any Third-Party Products whatsoever.
2.1. License grant. Products are licensed and not sold. Upon delivery of the Product, and subject to Customer’s compliance with this Agreement, Inmarsat grants Customer a non-exclusive, non-sublicensable and non-transferable license to use the ordered Products.
2.2. Duration of licenses. Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Marketplace Order, unless renewed. Licenses granted for metered Products billed periodically based on usage continue as long as Customer continues to pay for its usage of the Product. All other licenses become perpetual upon payment in full.
2.3. Restrictions. Customer may use the Product only in machine-readable, object code form. Customer may use the Product for its own use and internal business purposes. Customer may not assign, transfer, pledge, rent, share, copy or sublicense any Products. Customer may not reverse engineer, decompile or otherwise attempt to discover the source code of any Product.
2.4. Third-party software. Third-party software may be contained within the Product. This third-party software may be governed by a separate end user licence agreement or additional terms and conditions between Customer and the third-party software provider. Customer must comply with such terms when using the Product. These terms and conditions will be made available to Customer as part of the product activation process, or in the Product Data Sheet, and to the extent that those terms conflict with this clause 2, the third-party terms will prevail.
2.5. U.S. Government customers. If the Customer using the Product is the U.S. Government, then the following restrictions apply:
(a) the Product provided is software developed at private expense and is not in the public domain;
(b) the Product is provided to non-Department of Defense government agencies with RESTRICTED RIGHTS and its supporting documentation is provided with LIMITED RIGHTS. Use, duplication, or disclosure by the Government is subject to the restrictions as set forth in subparagraph "C" of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19; and
(c) in the event the Product is provided to a Department of Defense government agency, the Government's rights in the Product, supporting documentation, and technical data are governed by the restrictions in the Technical Data Commercial Items clauses at DFARS 252.227-7015 and DFARS 227.7202.
2.6. Reservation of rights. Inmarsat reserves all rights not expressly granted in this Agreement. Other than as specifically set forth in this clause 2, no licenses or any rights of any kind under any Intellectual Property are granted by either party or are to be implied by this Agreement.
3.1. Charges. The applicable charges for access and use of a Product are as set out in the Marketplace Order in accordance with the relevant Marketplace Listing (“Charges”). The Charges, and the currency in which they are denominated, may be adjusted from time to time by Inmarsat at its discretion, upon ninety (90) days’ written notice to Customer.
3.2. Invoicing. Invoicing and collection of the Charges incurred for the use of the Products will be carried out by Marketplace Operator on behalf of Inmarsat.
3.3. Payment. Customer shall pay all Charges to Marketplace Operator in accordance with the Marketplace Order and the applicable Marketplace Agreement. For the avoidance of doubt, for each Marketplace Order, for so long as it is being transacted through the Marketplace, invoicing and payment provisions of the Marketplace Agreement shall govern and control rather than any payment terms that may otherwise apply between Customer and Inmarsat. Charges paid by Customer are non-refundable.
3.4. Taxes. All Charges are exclusive of taxes, levies, duties or charges imposed by government authorities (collectively, “Taxes”) and, as between the parties, Customer shall be responsible for all sales, service, value-added, use, excise, consumption and any other Taxes on amounts payable by Customer under Marketplace Orders (other than any Taxes on Inmarsat’s income, revenues, gross receipts, personnel or assets).
3.5. Non-payment. Inmarsat reserves the right to terminate any Marketplace Order with no penalty or liability to Customer where Marketplace Operator fails to timely pay amounts due in respect of the Charges.
4.1. Suspension. Without prejudice to any right of termination contained herein, Inmarsat may at any time bar or suspend the provision of any Product in any country or countries:
(a) where Inmarsat has a right to terminate this Agreement pursuant to clause 10.3 or 10.4;
(b) if Inmarsat is instructed to do so by a Governmental Body. At the reasonable request of Customer, Inmarsat shall, to the extent permitted by law and the relevant Governmental Body, provide Customer with evidence of such instruction by the Government Body; or
(c) if Inmarsat has reason to believe that Customer, has abused a Product or used it fraudulently or unlawfully or is failing to provide complete and accurate information to Inmarsat.
4.2. Notice of suspension. In the circumstances set out in clause 4.1, Inmarsat shall use reasonable endeavours to provide Customer with prior notice of the barring or suspension of a Product. Inmarsat may however bar or suspend any Product without such prior notice if required by any law or regulation, or if in Inmarsat’s reasonable opinion any delay in barring or suspending the Product may cause loss or damage (including loss of reputation) to Inmarsat.
5.1. Product withdrawal. 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.
5.2. Product modifications. Inmarsat may make commercially reasonable changes to the Products from time to time. Inmarsat will inform Customer if Inmarsat makes a material change to the Products that has a material impact on the Customer's use of the Products.
5.3. Agreement modifications. Inmarsat may update the General Terms and Conditions from time to time. Inmarsat will provide Customer with written notice of any material updates at least thirty (30) days prior to the date the updated version of this Agreement is effective, unless such material updates result from changes in laws or regulations. Following such notice, your continued use of the Products on or after the date the updated version of this Agreement is effective and binding, as indicated at the top of this Agreement, constitutes your acceptance of the updated version of this Agreement. The updated version of this Agreement supersedes all prior versions. If you do not agree to the updated version of this Agreement, you must stop using the Products immediately.
5.4. Other modifications. Inmarsat may amend Product Data Sheets and Documentation upon at least ninety (90) days’ prior written notice (which may be provided by email), 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.
6.1. Protection. During the term of the Agreement and for a period of five (5) years after termination or expiration of this Agreement for any reason, each party:
(a) shall take reasonable steps to protect the other party’s Confidential Information;
(b) may not disclose the other party’s Confidential Information to another person except with the prior written consent of the other party or in accordance with this Agreement; and
(c) may not use the other party’s Confidential Information for a purpose other than the performance of its obligations under this Agreement.
6.2. Disclosure. During the term of this Agreement, a party may (to the extent reasonably necessary) disclose the other party’s Confidential Information to:
(a) its employees for the purposes of this Agreement;
(b) third parties as required to comply with applicable law or regulation including that of any Governmental Body or regulatory authority (including any recognised listing or securities authority), to protect Inmarsat from any related regulatory costs or liabilities, or as required as part of a debt financing or financial restructuring process;
(c) its professional advisers and contractors; or
(d) rescue agencies for the purposes of assisting in distress and safety missions;
(each a “Recipient”),
provided that the party making the disclosure to a Recipient makes each Recipient aware of and ensures compliance with the obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement.
In addition, Inmarsat may disclose Confidential Information to: (i) Inmarsat Affiliates as reasonably required for Inmarsat’s legitimate business purposes; and (ii) third parties in connection with national or international accident investigations or safety improvement activities, subject always to the proviso above.
6.3. Exceptions. Clauses 6.1 and 6.2 do not apply to Confidential Information which: (a) comes into the public domain other than through a breach of this Agreement; (b) can be shown (to the reasonable satisfaction of the other party) to have been known before disclosure under this Agreement; (c) is independently developed; or (d) is received lawfully from a third party without any obligation of confidentiality.
6.4. Return and destruction. Upon request from a party, the other party shall promptly return to the requesting party or destroy (as requested) all copies of Confidential Information, except as required to be retained by it pursuant to applicable law.
6.5. Publicity. 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.
7.1. Anti-corruption compliance. 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”). Without prejudice to the generality of the foregoing, Customer shall:
(a) 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;
(b) have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
(c) promptly report to Inmarsat any request or demand for any undue financial or other advantage of any kind received by Customer in connection with the performance of this Agreement; and
(d) immediately notify Inmarsat (in writing) if a foreign public official becomes an officer or employee of Customer or acquires a direct or indirect interest in Customer (and Customer warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement).
For the purposes of this clause 7.1, 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 7.1, a person associated with Customer includes any subcontractor of Customer.
7.2. Sanctions compliance. Customer shall:
(a) comply with all Sanctions, laws and regulations and other requirements of any Governmental Body applicable to Customer, its Sites and the Products, 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.
(b) conduct risk-based due diligence and screening of all its Sites, including the ownership and control thereof, for the purpose of compliance with Sanctions, consistent with clause 7.2(a), both prior to activation of any Product and/or Site, and on an ongoing basis thereafter as long as Customer continues to engage in any activity in connection with such Product and/or Site; and
(c) following reasonable prior notice from Inmarsat, allow Inmarsat (acting itself or through its independent auditors), during normal working hours, to access any of Customer’s premises, systems, personnel, accounts and/or records (subject to reasonable and relevant security clearances) as may be reasonably required in order to verify that Customer is not in breach of clause 7.2(a).
8.1. Customer indemnification. 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:
(a) a claim by a third party due to the content of any transmission made using the Products provided to Customer, including any actual or alleged defamation, obscenity, indecency, infringement of Intellectual Property or breach of privacy or security;
(b) any failure by Customer to comply with any law or regulation (including Sanctions) applicable in respect of the Products or to obtain or maintain any Governmental Authorisation that is required for use of the Products; and
(c) any act or omission of Customer resulting in loss of, or damage or degradation to, any of the Inmarsat Network or to a third-party communications network.
8.2. Insurance. 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 net asset value that is sufficient to cover the indemnities granted under this Agreement.
8.3. Conduct of claims. 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, upon request by Inmarsat and 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: (a) give Customer reasonable notice of the receipt of the claim; (b) 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 (c) not make any admissions, settlements or compromises without the prior written consent of Customer. If, in the event of any claim subject to this clause, 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.
9.1. Disclaimer. Except as set out in this Agreement, the Products are provided as is. All conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of the Products provided under this Agreement are excluded to the fullest extent permitted by law. Customer acknowledges that Inmarsat cannot guarantee and does not warrant that the provision of any Product will be uninterrupted or error-free. As set out in clause 1.4, Inmarsat provides no warranty, indemnity, liability or support for Third-Party Products.
9.2. Exclusions. Subject to clause 9.4:
(a) in no event will either party (or its Affiliates) be liable on any basis arising under or in connection with this Agreement, whether in tort (including negligence), breach of contract, breach of statutory duty, misrepresentation or otherwise, for: (i) direct or indirect loss of profit; (ii) loss of goodwill, business or business opportunity, revenue or anticipated saving; (iii) loss suffered as a result of damage to, or corruption or loss of, data or information transmitted in connection with this Agreement, or (iv) any other indirect or consequential loss or damage; and
(b) Inmarsat will 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.
9.3. Limitations. Excluding Customer’s obligation to pay Charges and Customer’s obligations under clause 8.1, 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 an amount equal to the total Charges which have fallen due under this Agreement during the twelve (12) month period immediately preceding the event that gave rise to the claim
9.4. Exceptions. 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.
10.1. Term. This Agreement is effective until the expiration of the applicable Marketplace Order, unless terminated earlier by a party as described below. The term for each Marketplace Order will be set forth therein.
10.2. Termination without cause. Unless otherwise set forth in a Marketplace Order, either party may terminate this Agreement or any Marketplace Order without cause on 60 days’ notice. Termination without cause will not affect customer’s perpetual licenses (if any). Inmarsat will not provide refunds or credits for any partial subscription period(s) if the Agreement or a Marketplace Order is terminated without cause.
10.3. Termination for cause (mutual). Without limiting its other rights or remedies, either party may terminate this Agreement or any Marketplace Order with immediate effect by notice in writing to the other party if:
(a) the other party materially breaches this Agreement or a Marketplace Order, and fails to cure the breach within 30 days after receipt of notice of the breach; or
(b) the other party is the subject of an Insolvency Event.
10.4. Termination for cause (Inmarsat). Inmarsat may terminate this Agreement or a Marketplace Order with immediate effect by notice in writing to Customer: (a) in the event of any breach of clause 7.2 by Customer; or (b) if Inmarsat in its reasonable discretion determines that the risk to it of continuing to perform its obligations under this Agreement has become unacceptably high, including due to Customer becoming subject to Sanctions.
10.5. Consequences of termination. In the event of termination, the following will apply:
(a) all licenses granted under this Agreement will terminate immediately (except for fully-paid, perpetual licenses (if applicable)); and
(b) all amounts due under any unpaid invoices will become due and payable immediately. For metered Products billed periodically based on usage, Customer must immediately pay for unpaid usage as of the termination date; and
(c) each party shall, at the instruction of the other party and to the extent permitted by law, return to the other party or destroy all material containing any Confidential Information of the other party.
10.6. Survival. Termination of this Agreement does not affect a party’s accrued rights and obligations as at the date of termination unless required by law. The terms of this Agreement, including the applicable Marketplace Order, that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement or any Marketplace Order, will survive termination or expiration, including all indemnity obligations and procedures.
11.1. Escalation. 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 thirty days of written notice being provided requesting such meeting and setting out the relevant particulars of the dispute.
11.2. Arbitration. Subject to clauses 11.1 and 11.3, 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.
11.3. Conservatory measures. 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 11.2. Each party irrevocably waives any objections to the jurisdiction of any court referred to in this clause 11.3.
12.1. Force Majeure. Except for any payment obligations, where a 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.
13.1. 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.
13.2. Assignment. Subject to clause 13.1, 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.
13.3. 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.
13.4. 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.
13.5. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Inmarsat must be sent to the address / email address stated in the Marketplace Order. Notices to Customer will be sent to the individual at the address customer identifies on its account as its contact for notices. Inmarsat may send notices and other information to Customer by email or other electronic form.
13.6. 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.
13.7. 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.
13.8. 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 site on which the Satellite Terminal is located and disclose the same.
13.9. Construction. In this Agreement: (a) 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; (b) 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; (c) the singular includes the plural and vice versa (unless the context otherwise requires); (d) 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); I 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; (f) a “company” includes a company, corporation or other body corporate, whatever and however incorporated or established; (g) “in writing” includes email; (h) headings are for convenience only and shall not affect its interpretation; and (i) “includes” or “including” shall mean includes or including without limitation to the generality of the text to which it relates.
13.10. Order of precedence. 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: (a) the Marketplace Order; (b) the General Terms and Conditions, (c) the Inmarsat Policies (if applicable) (d) the Product Data Sheets (if applicable); ; and (e) the SLA (if applicable).
14.1. Governing law. 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.
In addition to capitalised terms defined elsewhere in this Agreement, the following capitalised terms have the meaning given below.
“Agreement” means the General Terms and Conditions, and where applicable, Inmarsat Policies, Product Data Sheets and SLAs, in each case as amended from time to time.
“Affiliate” means a person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, another person.
“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).
“Documentation” means any product brochures, user manuals, handbooks, training materials, and other written or electronic materials Inmarsat makes available for the relevant Product.
“Force Majeure Event” means an event or circumstance beyond the reasonable control of a 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 that party.
“General Terms and Conditions” means the terms and conditions contained herein, including the preamble and clauses 1 to 15.
“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.
“Inmarsat” means the Inmarsat entity that publishes the Product on the Marketplace.
“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, where applicable, policy documentation which will be made available on the relevant Marketplace Listing or otherwise provided by Inmarsat.
“Insolvency Event” means admitting in writing the inability to pay debts as they mature; making a general assignment for the benefit of creditors; suffering or permitting the appointment of a trustee or receiver for all or any of its (i.e., the non-terminating party’s) assets, unless such appointment is vacated or dismissed within 60 days from the date of appointment; filing (or having filed) any petition as a debtor under any provision of law relating to insolvency, unless such petition and all related proceedings are dismissed within 60 days of such filing; being adjudicated insolvent or bankrupt; having wound up or liquidated; or ceasing to carry on business.
“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.
“Marketplace” means the software / service marketplace operated by a third-party where Inmarsat lists and makes the Products available for Customer to acquire.
“Marketplace Listing” means the packaged plan and associated features, as detailed on the applicable page on the Marketplace, for the Products which Customer acquires through a Marketplace Order.
“Marketplace Operator” means the third-party operator of the Marketplace.
“Marketplace Order” means each separate order, subscription or contract for Products pursuant to this Agreement completed and submitted by Customer through the Marketplace and accepted by Inmarsat.
“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 Inmarsat Satellites.
“Product(s)” means the products, services and offerings made available by Inmarsat or its Affiliates (as applicable) that Customer acquires through a Marketplace Order. Products excludes any Third-Party Products (as defined below).
“Product Data Sheets” means, where applicable, a product data sheet which describes a Product, which will be made available on the relevant Marketplace Listing or otherwise provided by Inmarsat.
“Sanctions” means economic or financial sanctions or similar restrictive measures, embargoes, export controls, and similar trade restrictions administered or enforced by Governmental Bodies.
“Satellite Terminal” means a terminal suitable for operation with and use of the Products.
“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.
“Site” means a Customer’s vessel, aircraft, location or asset utilising a Product.
“SLA” means, where applicable, a service level agreement which will be made available on the relevant Marketplace Listing or otherwise provided by Inmarsat.
“Third-Party Product(s)” means any products, services, or software that are acquired by Customer from Inmarsat through the Marketplace, but are provided, or otherwise made available, by a third party (i.e., a party other than Inmarsat). Third-Party Products are governed by a separate agreement between Customer and the third-party provider as referenced in clause 1.4.
