These General Terms and Conditions for Services ("GTC") govern the Service Agreement concluded between InterSAT Communication Services FZCO. ("INTERSAT") and the “CUSTOMER” and constitute an integral part thereof.
COMPLIANCE WITH LAWS
The location and operation of the facilities and INTERSAT’s ability to perform the Services are subject to all applicable laws, regulations, decrees, licenses and authorizations in the CUSTOMER’s country or jurisdiction. The CUSTOMER shall be solely responsible for and under all circumstances, comply with the operational (including, but not limited to, meeting the costs of such compliance) requirements and all applicable governmental laws, rules, and regulations. In the event that there are changes to applicable laws, regulations, rules or orders that materially affect delivery of the Services, the Parties will negotiate appropriate changes to this Agreement.
PAYMENT AND SECURITY DEPOSIT
Unless otherwise specified and mutually agreed to between the Parties, the initial payment shall consist of the service subscription (referred to as “Service Charges”) for the first month of the Services, a non-recurring (one-time) connection charge which shall be due and is payable on or before the Service Start Date. Service Fees are due and payable in advance on or before the 25th (twenty fifth) day of the month preceding the month in which the Services are provided, and all such payments shall be made without offset, withholding or deduction of any kind. Payments not received on the due date shall be subject to interest at rates permitted by the law calculated from the date payment was due up until the date it is deemed received. CUSTOMER shall pay and indemnify INTERSAT for any taxes, charges, levies, duties, usage or other fees levied or withheld against INTERSAT or the CUSTOMER by any competent authority (governmental or otherwise) arising out of the provision of the Services under this Service Agreement.
CUSTOMER shall be entitled to a credit in the event that the Services or any portion thereof, fails to meet the applicable service specifications (“Outage Credits”). Outage Credits shall be awarded as per the guidelines set forth on the Service Level Agreement (“SLA”) available on www.InterSAT.ae . Notwithstanding the above, a Confirmed Outage shall not have occurred for the purposes of calculating an Outage Credit when due to any of the following:
Unless otherwise specified and mutually agreed to between the Parties, the CUSTOMER shall pay a Security Deposit equivalent to one month’s Service Fees. The CUSTOMER shall not be entitled to offset or treat the Deposit as payment towards Rental or any outstanding sums (including termination charges), due to INTERSAT under this Agreement. In the event of any such utilization by INTERSAT of the Deposit, the CUSTOMER shall forthwith replenish the deposit with INTERSAT with an amount as is necessary to maintain the agreed level of the Security Deposit
INTERSAT may immediately terminate this Agreement “for cause” upon notice to Customer if:
In the event that INTERSAT terminates the Services for any of the reason set forth in this clause; in addition to all of INTERSAT’s remedies at law or in equity, INTERSAT may declare immediately due and payable a “Termination Fee” to be calculated mutually with the Customer.
CUSTOMER may terminate the Agreement “for cause” by issuing 1 (one) calendar month notice if INTERSAT is unable to maintain service uptime for a continuous period of 3 (three) months, as per the guidelines set forth on the Service Level Agreement (“SLA”) available at https://www.intersat.ae/sla
Notwithstanding any other provision of this Clause, this Agreement may be terminated without cause by either party upon issuance of not less than thirty (30) days’ notice in writing by either Party to the other. Neither Party shall have any further rights, obligations or liability to the other Party under this Agreement in the event of termination or expiration of the same, except for any rights, obligations or liabilities:
Customer shall cease use of all Services immediately upon the expiration or termination of this Agreement; if Customer fails to cease use of the Services immediately upon the expiration or termination of this Agreement, Customer shall pay pro rata basis, service fee to INTERSAT until Customer’s use ceases
Where scheduled maintenance requires interruption to the Services, including frequency updates; INTERSAT will provide Customer with Fifteen (15) days prior written notice and work with Customer to minimize such interruptions and use commercially reasonable efforts to perform such maintenance outside Customers normal business hours.
A shorter notice period may apply in case of emergency maintenance requirements. Customer recognizes that it may be necessary, in the event of unusual or abnormal technical situations, for INTERSAT to deliberately pre-empt or interrupt Customers use of the Services. INTERSAT shall make such decisions in its sole discretion. To the extent technically possible, INTERSAT shall give Customer twenty-four (24) hours’ notice of such pre-emption or interruption and will use all reasonable efforts to schedule and conduct its activities during periods of such pre-emption or interruption, to minimize service disruption to Customer.
Customer shall notify INTERSAT in writing and 15days in advance, of critically important time periods (a "Critical Period”), when Service disruptions should be avoided to the extent technically possible. Such “Critical Periods” are expected to occur up to 4 times per year, with limited duration.
Neither Party shall lose any rights hereunder or be liable to the other party for damages or losses, on account of failure of performance by the defaulting party if the failure is the result of an Act of God (e.g., fire, flood, inclement weather, epidemic, or earthquake); war or act of terrorism, including chemical or biological warfare, embargo; governmental acts, orders, or restrictions; and the defaulting party has exercised all reasonable efforts to avoid or remedy such force majeure. The defaulting Party must provide written notice of the force majeure event to the remaining Party within seven (7) business days of such event.
During the performance of this Agreement, it may be necessary for INTERSAT to process and store billing, utilization and other data necessary for the operation of the Services and for the performance of its obligations under this Agreement.
The Customer hereby agrees that nothing in this Agreement will prevent INTERSAT carrying out any data processing operations (including but not limited to the retention and disclosure of data) in order for INTERSAT to comply with applicable laws or regulatory obligations as may be required from time to time.
LIABILITY AND INDEMNIFICATION
Each party shall indemnify the other against all actions, suits, claims, demands, costs, charges and expenses arising in connection therewith from the negligence, infringement of intellectual or legal rights or breach of statutory duty of the other’s performance, under or breach of this agreement, including their subcontractors, agents or servants.
INTERSAT expressly excludes and disclaims any and all express, implied and statutory warranties, including but not limited to warranties of merchantability or fitness for a particular purpose or use.
The Parties agree that they may transfer any of its rights, interests and obligations in this Agreement. The Parties agree that if either Party does transfer such rights, interests and obligations, it shall perform all of its obligations directly for the benefit of the transferee and shall execute and deliver such documentation related to such transfer as each Party or the transferee reasonably require.
Subject to the foregoing provisions, this Agreement shall inure to the benefit of any successors, transferees and assignees of the Parties, provided that no transfer shall relieve either INTERSAT or the Customer of its obligations to each other. Any purported transfer not in compliance with the provisions of this Agreement shall be null and void
INTERSAT and the Customer shall hold in confidence the information contained in or exchanged in connection with this Agreement. Notwithstanding the foregoing, disclosure is permitted on a confidential and need to know basis by Customer to its affiliates, principals, attorneys, auditors, investors, lenders, insurance agents and actual successors in interest.
If any provisions in this Agreement or any documents executed in connections with this Agreement shall be invalid, illegal or unenforceable in any respect under applicable law, then the validity, legality and enforceability of the remaining provisions contained in this Agreement or such other documents shall not in any way be affected or impaired and the invalid provision shall be replaced by a valid provision upon mutual agreement by the Parties.
This Agreement may be executed in several counterparts each of which shall be deemed an original, and all such counterparts shall constitute one and the same instrument.
This Agreement shall be governed by and interpreted in accordance with the laws of the United Arab Emirates.
Any dispute(s) arising out of this Agreement, shall be subject to resolution by arbitration in accordance with the rules of the Dubai International Arbitration Centre (DIAC) and shall be final and binding on both parties. The language of arbitration shall be English.
Notices to INTERSAT shall be sent only by DHL to: