CamSat Ltd
TERMS AND CONDITIONS FOR THE SUPPLY OF OCCASIONAL USE SATELLITE SERVICES AND/OR SNG SERVICES
1. INTRODUCTION These are the terms and conditions (the "Conditions") under which the Company is willing to supply Services to the Customer. All Contracts are entered into on the basis of these Conditions to the exclusion of any other terms and conditions set out or referred to in any document or other communication used by the Customer in concluding a Contract. Each Contract between the Company and the Customer comprises the Order, these Conditions and any documents expressly referred to in the Order.
2. INTERPRETATION In these Conditions, unless the Company otherwise requires, the following words shall have the following meanings:
“Booking Form” means the Company document, or such other written communication by fax or email as is accepted by the Company by the sending of a confirmation of Customer’s order, which after having been duly completed by the Customer and returned to the Company forms the Customer’s order for Services.
“Company” means CamSat Ltd,
“Company Premises” Company owns or has a right to occupy.
“Content” Means the material comprised in the Channel provided by the Customer for conveyance by the Service.
“Contract” means a contract for the supply of Services between the Company and the Customer and comprises these Conditions, the Order and the Company’s written confirmation, which can be given by fax or email of the Customer’s order for Services.
“Customer” means a person, firm or company whose order for Services is accepted or who places an order for services.
“Day” means a continuous period of twenty four (24) hours or part thereof.
“Engineer” means any engineer provided by the Company to provide all or any part of the Services.
“Entry Interface” means the interface point referred to in the Booking Form where responsibility for the Transmission is accepted by the Company.
“Equipment” means any equipment (regardless of ownership) used or to be used to provide all or any part of the Services.“Third Party Carrier” means the interface point referred to in the Booking Form where responsibility for the Transmission passes from the Company to the Customer or such other person as the Customer nominates in the Booking Form. means the procedure set out in Clause 18.4. means any geographical area where a state of affairs is deemed by the Company’s insurers to exist such that the Company’s insurers are not willing to provide “all risks” insurance cover for the purpose of the Contract or will only do so in consideration of an additional premium over and above the Company’s standard premium. means the provision of a point-to point service line provided by the Company for the Customer's exclusive use for the conveyance of voice, data and/or information services between the Entry Interface and Exit Interface specified on the Booking Form. Means the order for Services placed by the Customer on the Booking Form which when accepted by the Company forms a contract for services. means a booking for a series of Transmissions occurring at the same or similar times and days over a specified period. means the occasional telecommunications services for the relay via satellite and/or terrestrial circuits from the Entry Interface to the Exit Interface of the Transmission ordered by the Customer under Clause 4, including any such services to be provided using the SNG Facilities. means the Satellite Services and/or the SNG Services. means satellite news gathering transmission equipment and activities for the transmission of digital and analogue signals from remote points of origin. means the SNG facilities to be provided by the Company as detailed in the Booking Form. means the provision of the SNG Facilities, Engineers and related services ordered by the Customer under Clause 4. means a person, corporation, partnership, firm, agency or other entity (other than the Company) in control of any satellite, satellite transponder, microwave link, Earth Station, analogue copper and/or fibre optic facilities or other Equipment, used to provide the Services. “Content” means the signal content or material consisting of vision, sound or data provided by the Customer to be carried by the Company from the Entry Interface to the Exit Interface. In these Conditions, Clause headings are for ease of reference only and shall not affect the interpretation of these Conditions or any Contract which incorporates them; the singular includes the plural and vice versa and words denoting any gender include all genders.
3. SERVICES
3.1 The Company shall use reasonable endeavours to perform the Services in accordance with these Conditions. In respect of Satellite Services the Special Conditions contained in Clause 18 shall apply and in respect of SNG Services the Special Conditions contained in Clause 19 shall apply.
3.2 The Company may use third parties to perform all or any of the Services.
In the event that there is a service affecting defect or failure in respect of any piece of Equipment the Company shall use reasonable endeavours to supply the Services using alternative Equipment. Where such defect or failure is not attributable to an event of Force Majeure, such endeavours shall be at the Company’s cost but in all other events shall be at the Customer’s cost. The Company shall not be liable to the Customer for any such defect or failure.
ORDERING
4.1 The Customer shall place an order for Services by returning the Booking Form to the Company by email transmission and return of a Booking Form shall constitute the Customer’s irrevocable offer for the Services stated in the Booking Form which shall be capable of acceptance by the Company for a period of twenty four (24) hours from receipt of the Booking Form.
4.2 If the Company wishes to accept any Order by the Customer (whether or not in accordance with Clause 4.1) it shall send a written confirmation of such acceptance by facsimile or email transmission and such acceptance will form a Contract. No contract shall be created without such acceptance save that where an order is placed the performance of the services shall form a contract. A facsimile confirmation report generated by the Company’s facsimile equipment or an email transmission shall constitute proof of the Company’s acceptance of the order.
4.3 The Company may require the pre-payment of the Contract price by telegraphic transfer or by credit card.
4.4 The Company reserves the right to refuse any Order for Services for any reason whatsoever and in any event all such Orders are subject to acceptance on a first come first served basis depending on resources and facilities available. Acceptance of any Order which does not specify the specific dates and times for the provision of the Services shall be subject to availability of resources and facilities on the dates subsequently requested by the Customer.
Acceptance by the Company of an Order for Regular Recurring Transmissions shall constitute the creation of a separate Contract for each such transmission. Acceptance by the Company of an Order for SNG Services for a series of separate periods shall constitute the creation of a separate Contract for each such period.
PRICE AND PAYMENTS
5.1 The Contract price for the Services shall be the Company’s quoted or rate card price unless otherwise agreed in writing and, save as provided differently in these Conditions or agreed by the parties, shall include the price charged (together with any mark-up to be applied thereon by the Company) by any third party which is providing any part of the Services.
5.2 All switching costs or charges incurred in the provision of the Services shall be payable by the Customer in accordance with the rate card or at prices advised to the Customer by the Company (which shall be inclusive of a mark up of such cost or charges).
5.3 The Contract price for SNG Services is exclusive of any costs and expenses incurred by the Company such costs to include, but not be limited to, fuel, ferry bridge and road tolls, licence approval and consent fees, visas, hotels, flights, GSM call charges, site surveys, carriage and freight, which shall, in the absence of written agreement by the Company to the contrary, be charged to the Customer at cost plus a mark up of such charges.
5.4 The Contract price for the Services supplied and any other charges shall, subject to Clauses 4.3 and 5.7, be paid in full by the Customer within 30 days of the invoice date, without any deduction or set-off. Subject to any agreement in writing between the parties with regard to invoicing, the Company may invoice the Customer in whole or in part for the Services at any time after the acceptance of the Booking Form.
5.5 All the Company’s charges and expenses are exclusive of taxes, fees, and surcharges, however designated, including those paid or payable by Company (exclusive of taxes on the net income of Company for the Services supplied under these Conditions and/or any Contract made thereunder.
5.6 If the Customer is overdue with any payment due pursuant to the Contract then, without prejudice to any other right or remedy available to the Company:-
5.6.1 the Customer shall be liable to pay interest on the overdue amount whether before or after judgement at the annual rate of eight (8) per cent which interest shall accrue on a daily basis from the due date of the relevant invoice until the actual date the Company has received payment of the overdue amount (including any interest that has accrued due under this sub-clause); and
5.6.2 The Company reserves the right to suspend performance until the Customer has rectified matters, or to terminate the Contract.
5.7 All quotations remain valid for thirty (30) days after issue unless specified otherwise by the Company in such quotation but may be withdrawn at any time before acceptance by the Customer.
5.8 The Company reserves the right to withhold or refuse performance until the Customer has either paid for the Services in advance or has supplied a satisfactory credit reference or bank guarantee or has agreed payment in the form of an irrevocable letter of credit drawn on a United States clearing bank.
5.9 All payments shall be made by the Customer in US dollars unless agreed otherwise in writing by the Company.
5.10 Where an Order is made which contains a minimum order requirement and/or minimum value commitment, the price for any Services required to be ordered but not ordered during the relevant period of the Contract may be invoiced by the Company at any time after the end of the period specified in the Contract.
5.11 Where an overseas or foreign Third Party Carrier is used to provide Services the costs of such provision will be calculated in US dollars and charges for individual items will be shown in US dollars. The total sum due to the Company (inclusive of applicable Taxes) will be converted by Company to US dollars at the exchange rate published in the Wall Street Journal on the 1st Monday in the calendar month in which the costs were incurred .
6 VARIATIONS
6.1 No variation to this Contract shall take effect unless agreed in writing.
6.2 If the cost to the Company of performing the Contract increases as a result of any change to the law or any reason beyond the Company’s reasonable control, such increase shall be added to the account payable by the Customer under the Contract. The Company shall notify the Customer of its reasonable estimate of such increase which the Customer shall be deemed to have accepted unless it notifies the Company to the contrary within fourteen (14) days or at least twenty four (24) hours before the provision of the Services whichever is the earlier.
6.3 If, as a consequence of any breach of these Conditions by the Customer or the supply of incorrect or inadequate information from the Customer, the cost to the Company in performing the Contract is increased, the Company may charge extra to cover such additional costs and expenses.
Any extra work performed by the Company shall be charged at the Company’s prevailing commercial rates.
THE CUSTOMER’S RESPONSIBILITIES AND INDEMNITIES
7.1 The Customer shall promptly provide the Company with all information and assistance the Company requests from time to time to facilitate the proper and timely performance of the Services.
7.2 The Customer warrants that all information provided by it to the Company will be complete, up to date and accurate in all material respects and that the Customer is entitled to provide the information to the Company for its use without recourse to any third party.
7.3 The Company’s obligations to provide the Services are conditional upon the Customer delivering the Transmission to the Entry Interface in a form suitable for transmission to the Exit Interface.
7.4 The Customer warrants, and undertakes to the Company that for the duration of the Service Period:
(i) it has the right to transmit the Service and the Content; and
(ii) it shall ensure that the Content does not contain any material which is obscene, offensive, defamatory, seditious, blasphemous, indecent or which constitutes an injurious falsehood or slander of title or any tort or contempt of court or breach of parliamentary privilege and will not invade the privacy of any person; and
(iii) the transmission of the Content will not infringe the intellectual property rights or any other proprietary rights of any third party; and
(iv) it shall not include in the Content any material which causes a breach of the laws and/or regulations of any country where Service is provided.
(v) it shall make the Company aware of any notices it receives from any other party including but not limited to any relevant regulatory body in respect of a revocation or significant change to any and all licences held by the Customer as soon as reasonably practicable following its receipt of such notice.
7.5 The Customer shall indemnify from and hold the Company harmless against any loss, damage, liability or expense arising from any allegation or claim of libel, slander, obscenity, invasion of privacy, infringement of copyright or infringement of moral rights, or any other allegation or claim arising from the transmission of the Content by the Company in accordance with the Services.
7.6 All transmissions to and from any Equipment or other actions taken by the Customer in relation to the Contract shall comply with the rules, regulations, terms and conditions of all governmental agencies, authorities, the Company and Third Party Carriers applicable to such Equipment. The Customer shall follow the established practices and procedures of the Company or the Third Party Carrier for frequency co-ordination and shall not do or omit to do anything which, under standard engineering practice, would or might interfere with the use of or cause physical harm to any such Equipment. If in the opinion of the Company or any Third party Carrier, any actions or transmissions of the Customer in respect of such Equipment interferes with or causes physical harm to the Equipment, the Customer agrees to cease or cause to be ceased immediately such actions or transmissions. In such event, without prejudice to any other rights or remedies available to it, the Company may terminate the Contract and take such action as may be necessary, appropriate or desirable to terminate or prevent such interference or physical harm by the Customer. The Customer shall indemnify from and hold the Company harmless against any loss, damage, liability or expense arising from any allegation or claim of such interference or physical harm, or any allegation or claim of a breach by the Customer of any applicable rules, regulations, terms or conditions.
7.7 The Customer shall inform the Company in advance of any restrictions on or encryption of the Content, which are in place at the Entry Interface or which the Customer requires in respect of the Content during the provision of the Services. Unless specified otherwise the Company will deliver the Content to the Exit Interface in the form and using the methods which the Company, in its complete discretion, considers most effective or appropriate.
The Customer shall inform the Company in advance of any restrictions on or encryption required in respect of the transmission by any third party and shall indemnify from and hold the Company harmless against any loss, damage, liability or expense arising from the performance of the Services by the Company in breach of such restrictions or without such encryption where such advance notification was not given by the Customer.
LICENCE AND CONSENTS
8.1 The Customer grants the Company a licence to carry the Content from the Entry Interface to the Exit Interface in accordance with any instructions contained in the Booking Form or to the extent that such instructions are not provided and/or are impractical, by whatever means the Company considers fit in the provision of the Services, and the Customer warrants that it has all requisite authority to grant such a licence.
8.2 The Customer accepts that the Company’s performance under the Contract is conditional upon the Customer obtaining all necessary licences, authorisations, permits and other consents necessary or required in any country or jurisdiction where of all or any part of the Services is being provided. If the Company obtains these consents at the written request of the Customer, the Customer agrees to reimburse the Company for all reasonable costs and expenses incurred by the Company in obtaining such consents.
8.3 Where the Company is requested, required or ordered to cease the transmission of the Service by any court, government or other competent authority the Company shall be entitled to suspend the Service forthwith without any liability to the Customer, regardless of the validity of such request, requirement or order.
9. FORCE MAJEURE Neither party shall be liable for any loss or damage suffered or incurred by the other arising from the other party’s delay or failure to fulfil or otherwise discharge any of its obligations under the relevant Contract to the extent that such delay or failure is caused by any cause or circumstance beyond its reasonable control including, but not limited to acts of God, inclement weather, fire, flood, drought, lightning, acts of the party’s contractors or suppliers; natural catastrophe; acts of central or local Government or international or national regulatory authority; national emergencies; riots; war; solar disturbances; sun outages; externally caused interference including rain fade; Satellite component failure including failure or interruption of Satellite propulsion, electrical or other common systems; degradation of the Satellite not within the reasonable control of either of the parties and the withdrawal by the Satellite Provider of access to the Digital Capacity on the Satellite (“the Force Majeure Event”). A Force Majeure Event shall not affect the Customer’s obligation to pay the Service Charges.
10. LIABILITY
10.1 Without prejudice to paragraphs 10.2 and 10.3 below, the Company’s maximum aggregate liability for breach of contract shall in no circumstances exceed the value of the services provided or to be provided pursuant to the relevant Contract.
10.2 The Company shall be liable for physical damage to the Customer’s property resulting from its negligence up to a maximum of USD $2,000,000 in aggregate for each event or series of events howsoever arising. Neither corruption of magnetic media nor loss of data shall constitute physical damage for the purposes of this Clause 10.2.
10.3 Nothing in these Conditions shall exclude or in any way limit either party’s liability for death or personal injury caused by its negligence or for fraud or other criminal act.
10.4 The Company does not accept, and hereby excludes, any liability for negligence save as provided in paragraphs 10.2 and 10.3 above.
10.5 These Conditions state the full extent of the Company’s obligations and liabilities in respect of the supply of goods and services under the relevant Contract. Any condition, warranty or other term concerning the supply of goods or services which might otherwise be implied whether by legislation, common law or otherwise, is hereby excluded.
10.6 Without prejudice to paragraph 10.3 above the Company shall not be liable under or in connection with the relevant Contract for any loss of income, loss of contracts, loss of business, loss of customers, loss of sales, loss of use of any data, loss of revenue including advertising and/or sponsorship, loss of goodwill, loss of anticipated savings and interest, increased operation costs, increased maintenance costs or loss of profits or for any indirect or consequential loss or damage to reputation or damage of any kind howsoever arising and whether caused by tort (including negligence) breach of contract or otherwise.
11. CANCELLATION AND TERMINATION
11.1 The Customer may cancel the relevant Contract by notifying the Company in writing at any time prior to the commencement of the provision of the Services.
11.2 In the event that the Customer does cancel the relevant Contract then the Customer shall pay all penalties and/or charges and/or damages incurred by the Company under that Contract as a result of cancelling that part of the Services (if any) which would have been provided by a third party.
11.3 Where the relevant Contract is for Satellite Services only, in addition to any amounts due in accordance with Clause 11.2, the Customer shall be liable to pay cancellation charges in accordance with the following table, where the first column shows the number of days between cancellation and the scheduled commencement of the Services and the second column shows the percentage of the Contract price attributable to services to have been provided by the Company which is to be paid by the Customer by way of cancellation charges:- Period of Notice Cancellation Charge Over 30 days No charge 11 to 29 days 25% of the Contract price 6 to 10 days 50% of the Contract price 1to 5 days 75% of the Contract price less than 24 100% of the Contract hours price
11.4 Where the relevant Contract relates to SNG Services, in whole or in part, in addition to any amounts due in accordance with Clause 11.2, the Customer shall be liable to pay cancellation charges in accordance with the table set out in Clause 11.3 save that the first column shall represent the number of days between cancellation and the date on which the SNG Facilities were scheduled to be deployed in accordance with Clause 19.1.
11.5 Requests for variation of the relevant Contract shall be deemed to constitute a cancellation except where the variation is for a period:-
(i) which is longer than the original period and includes the original commencement and finishing times; or
(ii) which is the same length as the original period and the varied commencement time is within 10 minutes of the original commencement time,
provided always that any acceptance by the Company of a request to vary that Contract shall be subject to the provisions of Clause 4 and in the event that the Company does not accept the variation then the Customer shall be liable to pay cancellation charges in relation to the original order pursuant to this Clause
11.
11.6 The Company or the Customer may terminate the relevant Contract at any time by written notice to the other if:
(i) the other commits a material breach of contract which it fails to remedy within fourteen (14) days of receiving written notice to do so; or
(ii) the other becomes insolvent, has a receiver or manager appointed over the whole or any part of its assets or business, makes any composition or arrangement with creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction).
(iii) undergoes any analogous event in any jurisdiction where it is domiciled.
12. CONFIDENTIAL INFORMATION
12.1 Each party shall preserve the secrecy of all confidential information of the other which it receives, keep such information secure and protected against theft, damage, loss or unauthorised access, and not use such information for any purpose except as contemplated by the relevant Contract. Each party shall ensure that obligations imposed by this Clause 12.1 are observed by its employees, officers, agents and contractors.
12.2 The obligations imposed by Clause 12.1 shall not apply to the extent that information comes into the public domain (other than by a breach of this Clause by the disclosing party), to the extent that such information is known to the party prior to entry into negotiations for the Contract or to the extent that disclosure is required by law, any competent court or by any governmental authority.
12.3 The obligations imposed by this Clause 12 shall survive the termination of the relevant Contract however arising.
20.3 Following consultation with the Customer, the Company may advertise or publicly announce that it is undertaking work for the Customer pursuant to the relevant Contract.
13. ASSIGNMENT AND SUBCONTRACTING
13.1 Except as may be expressly provided elsewhere in these Conditions, neither party may assign the relevant Contract or their respective rights under it without the prior written consent of the other. Notwithstanding the foregoing, the Company may assign its interest, rights and obligations in and under that Contract, in whole or in part, to any group company, including its parent, subsidiaries, or the subsidiaries of either of the foregoing, and to any entity which acquires all or substantially all of the Company’s, or such affiliated company’s, satellite and/or SNG related assets.
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