Terms and Conditions for Starlink Equipment and Services
Last updated: 2026-07-08
Introduction
Last updated: 18 January 2026
These Terms & Conditions (hereinafter the “Terms & Conditions”) apply to any Starlink Kits and services (hereinafter the “Services”) the Customer (hereinafter the "Customer" and /or "You") orders and/or receives and/or from any of its subsidiary, affiliated, associated or parent companies (hereinafter referred to either individually or collectively as the “Provider”).
The Agreement also incorporates by reference the terms, policies and specifications of Starlink, a division of SpaceX (“Starlink”), as made available on Starlink’s legal webpage for the region applicable to the Customer (the “Starlink Policies”), including, without limitation: (1) Starlink Acceptable Use Policy, (2) Starlink Privacy Policy, (3) Starlink Software License & Usage Terms, (4) Starlink Fair Use Policy, (5) Starlink Specifications, and, where applicable, (6) Starlink Maritime Service Terms.
The Starlink Policies form part of the Agreement and are incorporated herein by reference. In the event of any conflict or inconsistency between these Terms and the Starlink Policies, the Starlink Policies shall prevail to the extent of such conflict.
This Agreement is made between Seny Maritime EOOD (“Seny Maritime LLC”), UIC/EIK: 208587893, VAT number: BG208587893 registered address: District 52-38, Village Cherkovo, Karnobat Municipality, Burgas Region, 8478, Bulgaria ("Seny Maritime"), and the customer identified in the relevant Service Order ("Customer", "End-User" or "you") and is subject to the terms and conditions set forth below ( Terms of Service ):
No COMMUNICATION NETWORKS or Services on the territory of the Republic of Bulgaria
Services for the provision of public electronic communications networks and/or public electronic communications services are intended to be provided on board vessels flying a foreign flag and/or operating in international waters, i.e., outside the territory of the Republic of Bulgaria.
The provision of public electronic communications networks or services is not carried out within the territory of Bulgaria or to end-users in Bulgaria.
Part I — 1. Terms of Service
- Terms of Service
1.1 Services. The Customer acknowledges that SENY MARITIME provides access to and support services related to Starlink connectivity services selected by the Customer and further described in the Starlink Specifications (the “Services”), as well as the Starlink user terminal/dish, Wi-Fi router, power supply, mounts and related accessories (collectively, the “Starlink Kit” or “Kit”). SENY MARITIME agrees to provide and perform the Services in accordance with these Terms for use at the yacht, commercial shipping vessel, oil rig, cruise ship, or other permitted location owned and/or operated by the Customer (the “Site”). The Customer further acknowledges that the Services and the Kit (including features, specifications and availability) may be under development and may change from time to time. The Customer agrees to comply with these Terms and all applicable Starlink Policies.
1.2 Coverage. The Customer acknowledges that the Services may not be available in all locations and are contingent upon network availability, regulatory restrictions, and Starlink’s approval and/or eligibility requirements.
1.3 Support. Customer support provided by SENY MARITIME will be available for the Starlink Kit(s) and the Services in accordance with the support plan selected by the Customer at the time of the initial purchase. Support may include creating.
Part I — 2. Term, Termination and Suspension
- Term, Termination and Suspension
2.1 Term. The term of this Agreement shall commence on the date SENY MARITIME accepts the Customer’s order (the “Effective Date”) and shall continue for successive one (1) month periods (each, a “Subscription Term”) unless and until terminated in accordance with this Agreement. Either Party may elect not to renew the Agreement by providing the other Party with at least thirty (30) days’ prior written notice of non-renewal.
2.2 Termination; Suspension. SENY MARITIME may, in its sole discretion, suspend the Services and/or terminate this Agreement, in whole or in part, immediately (with or without notice, where permitted by applicable law) if: (a) the Customer fails to pay any amount when due in accordance with this Agreement; or (b) the Customer breaches, or SENY MARITIME reasonably suspects the Customer has breached, this Agreement, including, without limitation, the Customer representations set out in Sections 5.6 and 5.7.
If SENY MARITIME terminates this Agreement solely due to SENY MARITIME’s convenience (and not as a result of the Customer’s non-payment, breach, suspected breach, fraud, misuse, or violation of applicable law or the Starlink Policies), the Customer will be entitled to a pro-rated refund of any Monthly Recurring Charges (“MRC”) paid in advance for Services not provided as of the effective termination date. No refunds shall be due for (i) charges accrued prior to termination, (ii) one-time fees, activation/provisioning fees, installation/configuration fees, shipping, taxes, duties, or (iii) Services suspended or terminated due to the Customer’s actions or omissions.
To the maximum extent permitted by applicable law, termination or suspension under this Section shall be the Customer’s sole and exclusive remedy, and shall not give rise to any further recourse, claim, or damages against SENY MARITIME.
Part I — 3. Subscription Term
- Subscription Term
3.1 Term and Renewal a) Service subscriptions are provided on a recurring billing cycle (typically monthly) as specified in the applicable Order, invoice, or customer portal (each, a “Subscription Term”). b) Unless otherwise stated in writing, the Subscription automatically renews at the end of each Subscription Term for successive terms of the same length until cancelled in accordance with these Terms.
3.2 Start of Service a) The Subscription Term begins on the activation/provisioning date or the date the Service is made available for use (whichever occurs first). b) Activation/provisioning may require successful account verification and assignment of the applicable Terminal/Kit ID to the relevant plan.
3.3 Fees and Billing a) Subscription fees are billed in advance on the first (1st) day of each calendar month (or on the activation date if the Service starts mid-month), unless otherwise specified in the Order, invoice, or portal, or agreed in writing. b) If you upgrade/downgrade a plan or change allowances during an active Subscription Term, charges may be prorated and billed immediately or reflected on the next invoice/billing cycle, and will take effect from the next Subscription Term (typically on the 1st day of the following month).
3.4 Cancellation Effective Date a) You may request cancellation at any time via the customer portal or by written notice to support@senymaritime.com. b) Unless required by applicable law or expressly stated otherwise, cancellation becomes effective at the end of the current Subscription Term (i.e., the end of the current billing month), and the Service will remain available until that time.
3.5 Suspension and Termination a) We may suspend or terminate the Subscription if: (i) fees are overdue; (ii) fraud, misuse, or unauthorized activity is suspected; (iii) required verification is not completed; (iv) use violates these Terms, the Starlink Policies, or applicable law; or (v) suspension/termination is required by Starlink and/or upstream providers. b) Suspension or termination does not relieve you of payment obligations accrued prior to the effective date of suspension or termination.
3.6 Changes to Plans and Pricing a) Plan features, allowances, and pricing may change due to Starlink/upstream provider updates or operational requirements. b) Where reasonably practicable, we will provide notice of material changes before they take effect. Continued use after the effective date constitutes acceptance of the updated plan/pricing.
3.7 No Guaranteed Availability Service availability, performance, coverage, and continuity may vary due to network conditions, regulatory restrictions, maritime/territorial limitations, and third-party dependencies. We do not guarantee uninterrupted or error-free Service during any Subscription Term. s. b) Where reasonably practicable, we will provide notice of material changes before they take effect. Continued use after the effective date constitutes acceptance of the updated plan/pricing.
Part I — 4. Refunds, Cancellations and Returns
- Refunds, Cancellations and Returns
4.1 Definitions For the purposes of this Section: “Equipment” means Starlink terminals, antennas, routers, accessories, mounts, cables, and any other hardware sold or supplied by us. “Services” means connectivity plans, subscriptions, data packages/top-ups, activation/provisioning, and related support provided directly by Starlink and/or through our provisioning as an authorised reseller/integrator (as applicable). “Order” means any purchase of Equipment and/or Services placed with us.
4.2 Service Cancellation (Subscriptions) a) You may request cancellation of a Service subscription at any time via the customer portal, written request, or other method we make available. b) Unless required by applicable law or expressly stated in your Order/Invoice, cancellations take effect at the end of the current billing period, and fees already paid are non-refundable, including any unused portion of the billing period. c) Where applicable, Starlink may continue providing Service until the end of the paid billing cycle. We do not guarantee immediate termination. d) Any activation, provisioning, onboarding, configuration, or administrative fees are non-refundable once the provisioning process has started.
4.3 Data Packages / Top-Ups / Prepaid Allowances a) Data packages/top-ups and prepaid allowances are non-refundable once provisioned, allocated to an account, or made available for use, even if not fully consumed. b) If a data allocation was applied incorrectly due solely to our error, we may (at our discretion) correct the allocation or issue an account credit. No cash refund is guaranteed.
4.4 Equipment Order Cancellation (Before Shipment) a) If you cancel an Equipment order before shipment, we will refund the amounts paid for that Equipment, excluding any non-refundable fees (if applicable), within fourteen (14) business days after confirmation of cancellation. b) If the Equipment has already been dispatched, the request will be treated as a return under Section 4.5.
4.5 Equipment Returns (Non-Defective) a) Returns of non-defective Equipment are accepted only if: i) the return request is submitted within [14/30] days of delivery; ii) the Equipment is unused, in original packaging, with all accessories and documentation; and iii) you obtain a Return Authorisation (RMA) from us before sending anything back. b) Unless required by applicable law, the following are non-refundable: shipping/delivery charges, customs fees, duties, taxes, and handling charges. c) We may apply a restocking fee of up to [10–20]% for non-defective returns, depending on condition and packaging. d) You are responsible for return shipping and risk of loss until the Equipment is received and inspected by us (or our designated warehouse). e) We may refuse returns or reduce the refund if Equipment shows signs of use, damage, missing parts, altered serial numbers, or is not in resalable condition.
4.6 Defective Equipment / DOA (Dead on Arrival) a) If Equipment is defective on arrival, you must notify us within [7/14] days of delivery with photos/videos and the serial/Kit ID. b) We will assist with troubleshooting and, where applicable, facilitate repair/replacement/RMA under the manufacturer’s and/or Starlink’s return/warranty process. c) Remedies for defective Equipment may include repair, replacement, or refund only where the manufacturer/Starlink authorises such remedy (and subject to their policies). d) For defects caused by misuse, incorrect installation, unauthorised modifications, water ingress outside rated protection, power issues, or physical damage, refunds are not available.
4.7 Third-Party / Starlink Terms a) Certain aspects of the Services (including billing cycles, cancellation mechanics, refunds, and account eligibility) are controlled by Starlink and/or its authorised distributors. b) Where a conflict exists between our policy and Starlink’s mandatory rules for the relevant plan/account type, Starlink’s rules will prevail to the extent applicable. c) We do not provide refunds for amounts we are not refunded/credited by Starlink or upstream suppliers, except where required by applicable law.
4.8 Chargebacks and Payment Disputes If you initiate a chargeback or payment dispute without first contacting us and providing a reasonable opportunity to resolve the issue, we may suspend Services, pause provisioning, and/or deny future orders, to the extent permitted by law.
4.9 How to Request a Cancellation or Return To request cancellation or a return, contact support: support@senymaritime.com and/or Telegram, and provide: (i) Order/Invoice number, (ii) Kit/Terminal ID (if applicable), (iii) reason for request, and (iv) supporting photos/videos for defects. We will confirm eligibility and next steps.
Part I — 5. Starlink Kit
- Starlink Kit
5.1 Delivery and Installation. Unless otherwise agreed in writing between SENY MARITIME and the Customer, the Customer is solely responsible for installing the Starlink Kit at the Site at its own risk, cost and expense, and in strict compliance with the Starlink installation guide and instructions (the “Install Guide”), available upon the Customer’s request. Title to the Starlink Kit shall transfer to the Customer upon delivery.
Delivery of Starlink Kits is subject to Incoterms® 2020: EXW (Ex Works) for U.S.-based Customers, or DAP (Delivered at Place) for all other Customers, unless otherwise agreed in writing.
The Customer must install the Kit in a location with a clear field of view. Kits must not be installed under a radome; doing so may adversely affect performance. A minimum separation distance of 4 m (14 ft) should be maintained between Kits and other co-located antennas. Kits must be installed securely so that they cannot be dislodged due to weather, vibration, motion, or other external factors.
The Customer is solely responsible for compliance with all applicable laws, rules and regulations (including, without limitation, building codes, zoning rules, ordinances, lease obligations, and landlord/owner approvals) relating to the installation and use of the Starlink Kit and the Services. The Customer is solely responsible for obtaining all permits, approvals and authorisations and for paying any associated fees, duties, taxes, customs charges or other charges required for the Customer’s use of the Starlink Kit and Services or installation of the Starlink Kit.
5.2 Kit Modifications. The Customer shall not modify the Starlink Kit in any manner that contradicts the Install Guide or otherwise alters the transmission characteristics of the Starlink Kit. Any modifications or alterations (including cosmetic changes) may void any applicable warranty and may affect Service performance.
To avoid voiding any applicable warranty, any modification must be approved in advance in writing by Starlink and may be subject to additional evaluation fees to assess operability. If Starlink determines, in its sole discretion, that the Customer’s installation or modification of a Kit has caused a material degradation of the Service or the Kit, any applicable warranty may be voided.
5.3 IN-MOTION USE PROHIBITED FOR UNDESIGNATED STARLINK KITS AND COUNTRIES. THE CUSTOMER IS PROHIBITED FROM INSTALLING OR USING A STARLINK KIT ON A MOVING SITE UNLESS STARLINK HAS DESIGNATED THE SPECIFIC STARLINK KIT MODEL AND/OR MOUNT FOR IN-MOTION USE AND ALL REQUIRED IN-MOTION APPROVALS HAVE BEEN OBTAINED IN THE COUNTRY OF USE. IN-MOTION SERVICES ON A SITE VIA AN UNAUTHORIZED STARLINK KIT OR IN AN UNAUTHORIZED COUNTRY ARE PROHIBITED, WILL VOID THE LIMITED WARRANTY OF THE CUSTOMER’S STARLINK KIT, AND MAY BE GROUNDS FOR IMMEDIATE TERMINATION OF THIS AGREEMENT. Please refer to the Starlink Specifications for a description of the Starlink Kit models designated for in-motion use.
5.4 Kit Installation for Use on Moving Sites. If installing a Starlink Kit for use on a moving Site, the Customer agrees to take proper precautions and is solely responsible for ensuring that the antenna mount is installed on a structurally sound, horizontal surface and secured in accordance with the Install Guide and the proper mount.
The Customer acknowledges that a Starlink Kit falling off a moving Site due to improper installation can cause serious accidents resulting in property damage, bodily injury, or death. The Customer shall not mount any Starlink Kit on any moving Site if it is not stable or cannot be properly secured as required by the Install Guide and used with the proper mount.
5.5 Obsolescence; Remedies. The Starlink Kit and Services are novel, under development, and subject to change. If Starlink permanently discontinues support for a specific Starlink Kit model such that Starlink no longer provides Service for that model (other than due to the Customer’s breach, misuse, or violation of the Starlink Policies), then, subject to applicable law and Starlink/upstream supplier rules, SENY MARITIME will, at its discretion: (a) provide a replacement Kit of comparable functionality (if available), or (b) refund the price paid for the affected Kit (excluding shipping, taxes, duties and customs charges), provided that the Customer returns the affected Kit in accordance with SENY MARITIME’s RMA instructions.
The Customer may also terminate the Agreement as set forth in Section 2.1. The remedies in this Section 5.5 shall be the Customer’s sole and exclusive remedies for obsolescence, to the maximum extent permitted by applicable law.
Part I — 6. Payment Terms
- Payment Terms
6.1 Fees. SENY MARITIME will charge the Customer the Monthly Recurring Charges for the Services (“MRC”), plus the purchase price of the Starlink Kit(s), shipping costs, handling fees, and any other applicable fees. Unless otherwise agreed in writing, fees for Services are billed in advance on a monthly, quarterly, or annual basis (as applicable to the selected plan).
All fees and payments under this Agreement are payable in United States Dollars (USD) or Euros (EUR), unless otherwise indicated in the applicable Order, invoice, or customer portal. The Customer acknowledges that MRC and other charges may change from time to time. SENY MARITIME will provide no less than thirty (30) days’ prior written notice of any material changes to MRC, unless a shorter notice period is required due to changes imposed by Starlink and/or upstream providers.
6.2 Overages; Data Allowances. Data usage beyond the thresholds applicable to the Services selected by the Customer may be subject to network traffic management restrictions. If data usage exceeds the limits included in the Customer’s plan, SENY MARITIME reserves the right to bill, and the Customer agrees to pay, charges for excess data usage, where such overage billing is available and applicable. Overage charges (if any) may vary depending on the excess amount and the location/area of Service.
If the Customer fully consumes the data allowance prior to the renewal date, the Service may be suspended or unavailable until the plan is renewed, upgraded, or an additional data package/top-up is purchased (if available). Unused data allowances do not roll over to subsequent months unless expressly stated otherwise in writing.
6.3 Invoicing and Payment Terms. Purchases made via SENY MARITIME’s are subject to the Terms of Service available at Standard Terms and Conditions of Sale and Service, which form part of this Agreement and are incorporated herein by reference.
For all other payment methods, the Customer shall pay all invoices within fifteen (15) days from the invoice issue date, unless otherwise stated on the invoice. The Starlink Kit will not be shipped prior to SENY MARITIME’s receipt of cleared payment, unless otherwise agreed in writing.
Any balance not paid by the due date may result in: (i) immediate suspension of Services; and (ii) interest accruing at a rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower. The Customer shall be responsible for all reasonable costs incurred by SENY MARITIME in connection with collection of past-due amounts, including, without limitation, collection agency fees, reasonable attorneys’ fees, filing fees, and court costs.
If the Customer is a vessel management company acting on behalf of a Site owner, SENY MARITIME may invoice the management company. SENY MARITIME reserves the right to invoice the Site owner directly if the management company fails to pay invoices when due.
6.4 Taxes. All fees and charges are exclusive of any taxes, duties, or governmental charges, including, without limitation, any withholding taxes, federal, state, provincial, or local taxes, value added tax (VAT), sales taxes, or similar assessments. The Customer shall be responsible for all such taxes and charges, except for taxes on SENY MARITIME’s net income.
If SENY MARITIME is required by law to collect or pay any taxes on behalf of the Customer, SENY MARITIME may invoice the Customer for such amounts, and the Customer shall pay such invoice in accordance with Section 4.3.
6.5 Deposit; Security. If the Customer fails to pay any fees when due, or if SENY MARITIME reasonably believes the Customer may fail to make timely or full payment, SENY MARITIME may, in its sole discretion, require the Customer to pay a reasonable deposit as security for the Customer’s obligations under this Agreement (the “Deposit”) prior to SENY MARITIME delivering any further Starlink Kit(s) or Services.
If the Customer does not provide the Deposit and pay any past-due fees, SENY MARITIME shall have no obligation to deliver any Starlink Kit(s) or Services and shall have no liability arising from such non-delivery, to the extent permitted by applicable law. SENY MARITIME may apply the Deposit as a set-off against any amounts due under this Agreement, including fees, costs, or other charges. Any remaining Deposit will be refunded after termination of this Agreement, provided the Customer’s account is current and no amounts remain due and payable.
6.6 Payment Authorization (Card Payments). If SENY MARITIME agrees to accept payment by credit card or debit card, SENY MARITIME may initiate card payments to collect all fees incurred in connection with the Starlink Kit(s) and/or Services. The Customer authorizes SENY MARITIME to bill MRC and any one-time charges in advance and to automatically collect MRC via the card payment method on file.
By signing this Agreement and/or using the Services, the Customer authorizes recurring card payments by SENY MARITIME. Charges will be billed to the card provided by the Customer at purchase (or any updated card subsequently provided by the Customer).
The Customer must provide current, complete, and accurate billing information and promptly notify SENY MARITIME of any changes, including changes to billing address, card number, expiration date, or billing contact email address. The Customer may update such information by contacting SENY MARITIME. The Customer’s card issuer agreement governs use of the card, and the Customer should refer to that agreement for rights and liabilities as a cardholder.
6.3 Invoicing and Payment Terms. Purchases made via SENY MARITIME’s online store at senymaritime.com (including the SENY client portal) are subject to the Terms of Service available at Standard Terms and Conditions of Sale and Service, which form part of this Agreement and are incorporated herein by reference.
For all other payment methods, the Customer shall pay all invoices within fifteen (15) days from the invoice issue date, unless otherwise stated on the invoice. The Starlink Kit will not be shipped prior to SENY MARITIME’s receipt of cleared payment, unless otherwise agreed in writing.
Part I — 7. Other Terms & Conditions
- Other Terms & Conditions
7.1 Intellectual Property. The Customer acknowledges and agrees that the Services provided by SENY MARITIME under this Agreement may embody and reflect certain proprietary rights, including, without limitation, patent, copyright, trade secret, and other similar rights in and related to the Services, the network, and related systems (collectively, “Intellectual Property”). SENY MARITIME owns or controls all such Intellectual Property rights.
Subject to the Customer’s compliance with this Agreement, SENY MARITIME grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable licence to use the Intellectual Property solely to the extent necessary for the Customer to access and use the Services during the Term.
The Customer further acknowledges that any equipment, software, or components supplied or used by SENY MARITIME may include proprietary intellectual property of third-party manufacturers and licensors. The Customer agrees not to take any action inconsistent with, or infringing upon, such third-party rights. The Customer may not copy, duplicate, modify, distribute, reverse engineer, or transfer to any third party any software or firmware (whether owned by SENY MARITIME or licensed from a third party), except as expressly permitted by mandatory applicable law.
“SENY MARITIME” and its logos, as well as any other brand or product names (including, without limitation, “Starlink”) used in conjunction with the Services, are trademarks of SENY MARITIME, SpaceX, and/or their respective owners. No rights in such trademarks are granted to the Customer under this Agreement.
7.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SENY MARITIME PROVIDES THE STARLINK KIT(S) AND SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS WARRANTY OR REPRESENTATION. SENY MARITIME DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Nothing in this Agreement limits any warranty that cannot be excluded under applicable mandatory law or any manufacturer warranty provided directly by Starlink or other third parties.
7.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR INDIRECT DAMAGES, OR FOR ANY LOSS OF GOODWILL, BUSINESS PROFITS, REVENUE, BUSINESS INTERRUPTION/WORK STOPPAGE, LOSS OR CORRUPTION OF DATA, COMPUTER FAILURE, DATA SECURITY BREACH, OR ANY OTHER INDIRECT LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, THE STARLINK KIT(S), OR ANY INSTALLATION, REPAIR, REMOVAL, OR OTHER ASSOCIATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, STATUTE, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SENY MARITIME’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT PAID BY THE CUSTOMER TO SENY MARITIME UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND UNITED STATES DOLLARS (USD 1,000).
Nothing in this Agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable mandatory law (including, where applicable, liability for death or personal injury caused by negligence, fraud, or wilful misconduct).
7.4 Assumption of Risk. THE CUSTOMER AGREES THAT USE OF THE SERVICES AND THE STARLINK KIT(S), INCLUDING USE BY ANY PERSON ACCESSING THE SERVICES THROUGH THE CUSTOMER’S ACCOUNT, IS AT THE CUSTOMER’S SOLE RISK. THE SERVICES ARE NOT DESIGNED, INTENDED, OR WARRANTED FOR MISSION-CRITICAL APPLICATIONS OR SAFETY-OF-LIFE USE CASES.
7.5 Confidentiality. Each Party (the “Receiving Party”) may receive or have access to confidential or proprietary information of the other Party (the “Disclosing Party”) relating to the Disclosing Party’s business, operations, customers, technology, pricing, trade secrets, or other non-public information (“Confidential Information”).
Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) is lawfully received from a third party without breach of a duty of confidentiality.
The Receiving Party shall: (a) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance (and no less than reasonable care); (b) use the Confidential Information solely as necessary to perform or receive the Services under this Agreement; and (c) not disclose the Confidential Information to any third party except to its employees, officers, contractors, and professional advisers who have a need to know and are bound by confidentiality obligations at least as protective as those herein.
The Receiving Party may disclose Confidential Information if required by law, regulation, court order, or similar legal process, provided it gives the Disclosing Party prompt notice (to the extent legally permitted) and cooperates in seeking confidential treatment.
Information regarding Customers and end users shall be deemed Confidential Information. The obligations in this Section shall survive termination of this Agreement for three (3) years, and indefinitely for trade secrets (to the extent permitted by applicable law).
7.6 Compliance with Laws; Regulatory and Sanctions Controls. The Customer agrees to keep SENY MARITIME informed (including by providing prior written notice) of the Site’s current flag/registry and any expected changes thereto. SENY MARITIME reserves the right to suspend the Services where necessary to comply with applicable laws and regulations, including U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”) sanctions, U.S. Department of State measures, and U.S. export controls administered by the U.S. Department of Commerce Bureau of Industry and Security (“BIS”), or if the Starlink Kit causes unlawful interference.
The Customer is solely responsible for obtaining and maintaining any licences, permits, approvals, and authorisations required by the Site’s flag state and/or any jurisdiction in whose territorial waters the Site operates, where such operation is permitted under the Starlink Policies.
7.7 Customer Representations. The Customer represents and warrants to SENY MARITIME that:
a) It will not use the Services or Starlink Kit(s) as: (i) a residential user and/or consumer; (ii) an unauthorised reseller; (iii) any agency within the United States Federal Government; or (iv) any military, paramilitary, or intelligence community user (or for such use cases) in any country, including via a defence contractor, unless expressly authorised by Starlink and permitted by applicable law.
b) Neither the Customer nor any person/entity controlling, controlled by, or under common control with the Customer, nor any of its owners, directors, or officers, is (i) listed on the OFAC Specially Designated Nationals and Blocked Persons List (“SDN List”) or otherwise subject to sanctions administered by OFAC, the European Union, or the United Kingdom; or (ii) acting, directly or indirectly, for or on behalf of any sanctioned person, group, entity, or country. The Customer is not entering into this transaction on behalf of, or facilitating this transaction for, any such sanctioned party. (OFAC sanctions search: https://sanctionssearch.ofac.treas.gov/)
c) The Customer will not use the Services or Starlink Kit(s) in any territory, jurisdiction, or territorial waters subject to comprehensive sanctions or where such use is prohibited under applicable sanctions laws and the Starlink Policies, as amended from time to time.
d) The Customer understands that U.S. export control laws and regulations may restrict the export, re-export, transfer, and use of U.S.-origin commodities and technology (including the Starlink Kit(s)). The Customer will not export, re-export, transfer, or provide access to the Starlink Kit(s), software, or Services in violation of applicable export laws. If a licence or authorisation is required, the Customer will cooperate with SENY MARITIME to the extent reasonably necessary to obtain such licence or authorisation.
e) The Customer will comply with all applicable anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act), including laws prohibiting the direct or indirect offer, promise, authorisation, or giving of anything of value to any person (including government officials and employees of state-owned enterprises) to improperly influence any act or decision, secure an improper advantage, obtain or retain business, or direct business to any person or entity.
f) The Customer will comply with applicable privacy and data protection laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) where applicable. Where SENY MARITIME processes personal data, such processing will be conducted in accordance with SENY MARITIME’s privacy policy (as updated from time to time) and, where applicable, Starlink’s privacy practices:
- SENY MARITIME Privacy Policy: https://senymaritime.com/privacy-policy
- Starlink Legal/Privacy: https://www.starlink.com/legal
g) The Customer will not use the Services or Starlink Kit(s), directly or indirectly, in support of restricted energy projects or transactions involving sanctioned parties, including those on the Sectoral Sanctions Identifications (“SSI”) List, where prohibited by applicable sanctions laws, as amended from time to time.
7.8 Exclusions; Force Majeure. SENY MARITIME is not responsible for damage to the Starlink Kit(s) after shipment, or for faulty operation of the Starlink Kit(s) or the Services resulting from: (a) manual re-pointing of the antenna; (b) repair, modification, or disassembly by anyone other than Starlink, SENY MARITIME, or their authorised agents; (c) failure to follow instructions, including obstruction of the Kit’s field of view; (d) fire, flood, wind, hurricane, lightning, earthquake, extreme weather, or other acts of God; (e) spills of food or liquids; (f) planned or emergency network maintenance; (g) problems with the Customer’s electrical power or network equipment; (h) misuse, abuse, accident, vandalism, alteration, or neglect; (i) normal wear and tear or superficial defects not impacting performance; (j) use with devices not provided or approved by Starlink or SENY MARITIME; (k) inability to obtain or maintain necessary permissions, authorisations, or permits; (l) attempted use outside Starlink’s coverage/authorised areas; or (m) events not reasonably within SENY MARITIME’s or Starlink’s control.
Neither Party shall be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including the events listed above (“Force Majeure”). The affected Party shall use reasonable efforts to mitigate the effects of the Force Majeure event and resume performance as soon as reasonably practicable.
7.9 Indemnification. The Customer shall assume all loss and liability of any nature arising out of its possession, installation, or use of the Starlink Kit(s) and Services and shall indemnify, defend, and hold harmless SENY MARITIME, its affiliates, and their respective officers, directors, shareholders, employees, suppliers, and agents (the “Indemnitees”) from and against any third-party claim, suit, action, or judgment, and any related damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) the Customer’s use of the Services or the Starlink Kit(s); (b) the Customer’s breach of this Agreement or the Starlink Policies; or (c) the Customer’s violation of applicable law.
This indemnity shall not apply to the extent a claim results from the gross negligence or wilful misconduct of the Indemnitees. SENY MARITIME shall provide the Customer with prompt notice of any claim (to the extent reasonably practicable) and reasonable cooperation, and SENY MARITIME may participate in the defence at its own expense.
Part I — 8. Miscellaneous
- Miscellaneous
8.1 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable (in whole or in part) by a court or competent authority, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or, if such modification is not possible, severed. The remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the original intent and economic effect.
8.2 Governing Law; Forum. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Bulgaria, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts of [VENUE TO BE UPDATED], and each Party irrevocably submits to such jurisdiction.
8.3 Authority. Each Party represents and warrants that it is duly organised, validly existing, and in good standing (where applicable) under the laws of the jurisdiction of its incorporation or organisation, and that the person executing this Agreement on its behalf has full power and authority to enter into and bind such Party to this Agreement. If the Customer is a vessel management company, the Customer represents and warrants that it is either: (i) contracting on its own behalf and is authorised to enter into this Agreement; or (ii) acting as the duly authorised agent (or attorney-in-fact) of the Site owner and is authorised to execute this Agreement on the owner’s behalf.
8.4 Amendments. SENY MARITIME may amend these Terms (including incorporated Starlink Policies and related pricing and payment terms) by providing written notice to the Customer. Unless otherwise specified in the notice (or unless a different timeline is required by Starlink and/or upstream providers), amendments will become effective thirty (30) days after notice. If the Customer does not agree to an amendment, the Customer may terminate this Agreement in accordance with [SECTION TO UPDATE] before the effective date of the amendment. To the maximum extent permitted by applicable law, termination shall be the Customer’s sole and exclusive remedy for any amendment.
8.5 Assignment; No Unauthorised Transfers. The Customer represents and warrants that the Services and Starlink Kit(s) purchased under this Agreement are for the Customer’s own use and benefit and that the Customer shall not resell the Services or Starlink Kit(s) without SENY MARITIME’s prior written consent. The Customer may not assign, transfer, delegate, or otherwise dispose of any rights or obligations under this Agreement (including the Services, software, or Starlink Kit(s)) without SENY MARITIME’s prior written consent. Any unauthorised assignment or transfer shall be null and void and may be grounds for immediate termination. SENY MARITIME may assign this Agreement to any affiliate or subsidiary, or to any successor in interest in connection with a merger, consolidation, reorganisation, or sale of all or substantially all of its assets. Subject to this Section, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
8.6 Subcontractors. SENY MARITIME may use subcontractors and/or affiliates to perform certain obligations under this Agreement, provided that SENY MARITIME remains responsible for the performance of such obligations as if performed directly by SENY MARITIME.
8.7 Relationship of the Parties. Nothing in this Agreement creates or shall be deemed to create any agency, partnership, joint venture, employment, or fiduciary relationship between the Parties. Neither Party has authority to bind the other Party in any manner.
8.8 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given: (i) when delivered personally; (ii) when sent by email with confirmation of delivery (or absence of bounce-back), provided that the sender retains a record of transmission; or (iii) on the date of delivery confirmation when sent by a reputable courier service. Notices to SENY MARITIME shall be sent to: [office@senymaritime.com] and, if required, by courier to: [ADDRESS TO BE UPDATED]. Notices to the Customer shall be sent to the email and/or address provided by the Customer in the Order, portal, or invoice, unless updated in writing.
8.9 Entire Agreement. This Agreement (including these Terms and the incorporated Starlink Policies) constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, communications, proposals, and understandings, whether oral or written, relating to that subject matter.
8.10 No Waiver. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default, whether of the same or different nature. No failure or delay by either Party to exercise any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy.
Part II — 1. Definitions
- DEFINITIONS 1.1 In these Terms & Conditions, the following words, expressions or phrases shall have the following meanings: 1.1.1 Acceptable Use Policy shall mean that found at https://www.starlink.com/legal/documents/DOC-1001-59234-61, as amended from time to time. If the Customer is unable to access this link, then a copy should be requested from the Provider to ensure compliance with the terms of these Terms & Conditions. 1.1.2 Agreement shall mean the accepted Offer Proposal and these Terms & Conditions. 1.1.3 Install Guide shall mean that found on https://www.maritime.com .
If the Customer is unable to access this link, then a copy of the Install Guide should be requested from the Provider to ensure compliance with these Terms & Conditions. 1.1.4 International Trade Control Laws shall mean export control, economic sanctions, anti – corruption laws and regulations that apply to Starlink and/or the Provider and/or the Customer, including but not limited to the Export Administration Regulations (EAR) (15 C.F.R. §§ 730-774); economic sanctions laws and regulations, including those administrated by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC) and the U.S. Department of State (Sanctions) ; and anti – corruption laws, including the Foreign Corrupt Practices Act, UK Bribery Act, and applicable international and local country anti – corruption laws (the ”Anti–Corruption laws”). 1.1.5 Eligible Service Territor(ies): Any territories where Starlink is licensed to operate. 1.1.6 Fair Use Policy shall mean that found at https://www.starlink.com/legal/documents/DOC-1134-82708-70, as amended from time to time. 1.1.7 Sanctioned Activity shall mean any activity, service, carriage or trade, subject to international mandatory sanctions imposed by a sanctions authority, including but not limited to, in accordance with the UK (United Kingdom), EU (European Union), UN (United Nations), and US (United States) sanctions’ regulations as may be amended from time to time (“the Sanctions Authority”). 1.1.8 Services shall mean satellite-based connectivity services receivable via the Starlink Kit. For Maritime Services Maritime will provide such Services and Starlink Kit for use on a vessel or maritime facility in the jurisdiction registered in Customer’s Offer Proposal (“Registered Vessel(s)”). 1.1.9 Software License & Usage Terms shall mean those found at https://www.maritime.com/ ,as amended from time to time. If the Customer is unable to access this link, then a copy should be requested from the Provider to ensure compliance with these Terms & Conditions. 1.1.10 Starlink shall mean Starlink Internet Services Limited. 1.1.11 Starlink FAQs shall mean the FAQs that can be found on https://www.starlink.com/legal?regionCode=CY . 1.1.12 Provider Customer Portal shall mean the online portal where information and documentation relating to the Services can be found and can be accessed at a link to be advised by the Provider. If the Customer is unable to access the Provider Customer Portal and/or any documents referred to herein as being located in the Provider Customer Portal then copies should be requested from the Provider to ensure compliance with these Terms & Conditions. 1.1.13 Starlink Kit shall mean a Starlink dish, Wi-Fi router, power supply and mounts ("Starlink Kit” or “Kit”). 1.1.14 Starlink Specifications shall mean the specifications found at https://www.starlink.com/legal/documents/DOC-1002-69942- 69?regionCode=BG ,as amended from time to time. If the Customer is unable to access this link, then a copy of the specifications should be requested from the Provider to ensure compliance with these Terms & Conditions. 1.1.15 Starlink Maritime Service Terms shall mean, where applicable, those found at https://www.starlink.com/legal/documents/DOC-1111- 64608-64?regionCode=US, as amended from time to time. 1.1.16 Trademark shall mean the name “Starlink” and all related marks, logos, and designs, service marks, trademarks and trade names of Starlink. 1.1.17 Trade Compliance Declaration shall mean the trade compliance declaration found at Annex A.
1.2 Headings are for convenience only and shall not affect the interpretation of any term and/or provision in the Terms & Conditions. 1.3 Any schedules, annexes and terms attached to these Terms & Conditions shall form an integral part of the Terms & Conditions and shall be considered to be a part of the Agreement and shall be binding on both the Customer and the Provider. 1.4 In the event of a conflict and/or inconsistency between the Offer Proposal, Terms & Conditions and any other documents referred to herein, the order of precedence will be: (i) the Offer Proposal (as defined below); (ii) these Terms & Conditions; and (iii) any other documents referred to herein.
Part II — 2. Offer Proposal
- OFFER PROPOSAL 2.1 Upon the Customer requesting the provision of Services by the Provider, the Provider will provide an offer proposal (the “Offer Proposal”) for the Customer’s consideration. These Terms & Conditions shall apply to any Offer Proposal issued by the Provider. 2.2 Upon receiving (i) Customer’s agreement to the terms of the Offer Proposal by email and/or (ii) instructions to deliver the Starlink Kit and/or Services, the Offer Proposal shall be deemed accepted by the Customer and these Terms & Conditions shall be deemed agreed. 2.3 The Customer may request a change to its ordered Services and the Provider will advise the Customer in writing if the changes can be effected, within which period such changes shall be implemented and any possible charges that will be incurred. Any such requests for changes shall be made by the Customer in writing and shall not be deemed as accepted for implementation until the Provider advises (i) if these can be accepted; (ii) the period within which such changes can be implemented and (iii) any possible charges that will be incurred and which will be subject to acceptance by the Customer. 2.4 The Provider may change or discontinue Services, prices, Kit versions and Starlink Specifications from time-to-time. Provider will provide at least a 30-day notice prior to making any material changes to this Agreement. Subject to your options under clause 13.1, by continuing to use the Services after the notice period, the Customer will be deemed to agree to any changes.
Part II — 3. Customer Obligations
- CUSTOMER OBLIGATIONS 3.1 The Customer shall: 3.1.1 Comply with these Terms & Conditions and all Terms and conditions incorporated here by reference strictly and in full. 3.1.2 Cooperate with any third party to whom the Provider designates or instructs in relation to the provision of the Services. 3.1.3 Comply with all applicable laws, regulations and obligations with regards to the use of the Services and the Kit. 3.1.4 Care of any Services and Kit that are provided, if applicable, and ensure that it is not used or distributed to any third party. Customer will allow access to the Services to its employees, and where applicable, passengers, and crew of its Registered Vessel so long as such use does not violate these Terms and Conditions. Customer shall not resell or provide access to the Services to anyone outside the Registered Vessel(s), resell as a stand-alone service, use the Services for backhauling third-party data, resell as community wifi or a “hotspot,” or use the Services to provide other methods of networking connections, unless done with Provider’s written consent (“Permitted Use”). 3.1.5 Conduct business and operations, specifically with regards to the use of the Services in an ethical, lawful, professional manner and in line with these Terms & Conditions and do nothing to bring the reputation or goodwill of the Provider or Starlink into disrepute. 3.1.6 Provide accurate and true information in respect of the location where the Kit is installed and where the Services are provided. 3.2 Be liable to compensate and indemnify the Provider for any and all losses, damages, liabilities, expenses, costs (including legal costs) and penalties whatsoever arising out of and/or as a result of the Customer’s breach of any of its obligations.
Part II — 4. Provider Obligations
- PROVIDER OBLIGATIONS 4.1 The Provider shall: 4.1.1 Provide the Services in accordance with these Terms & Conditions. 4.1.2 Comply with all applicable laws, regulations and obligations with regards to the provision of the Services. 4.1.3 Provide technical support to the Customer in relation to the proper functioning of the Services and always at the Provider’s discretion depending on priority and support level required as per the Agreement.
Part II — 5. Pricing and Payment Terms
- PRICING AND PAYMENT TERMS 5.1 Prices relating to the Services contracted are set out in the Offer Proposal. 5.2 All pricing and payment related to the Services and/or otherwise arising under these Terms & Conditions shall be expressed and made in US Dollars (USD) unless otherwise agreed in the Offer Proposal. 5.3 Unless otherwise stated in the Offer Proposal you agree to pay for (a) the one- time, immediate purchase price for the Starlink Kit and any accessories, including shipping & handling and applicable taxes, for the quantities provided per delivery, as described in the Offer Proposal, (b) monthly recurring charges, including applicable taxes, for the Services selected in the Offer Proposal and (c) additional fees for ‘Add-On Services’ such as (but not limited to) additional Access but only if you have opted-in to these optional Services (as described below in clause 9). Unless otherwise stated in the Offer Proposal (i) Starlink Kits will not be shipped until the equipment payment is received and (ii) Provider will start billing for Services on the first day of the month following each Starlink Kit Activation. Consolidated recurring Services fees will be billed each month thereafter for all activated Starlink Kits, with payment due prior to each month of Service. All additional payment terms are defined in the Offer Proposal. 5.4 The prices are subject to change and the Customer will be given at least fifteen (15) days’ prior notice or as reasonably feasible under the circumstances. 5.5 Any additional applicable fees and taxes will be identified and stated separately on monthly electronic invoices, always in accordance with applicable laws and regulations. 5.6 All fees and charges are computed exclusive of value added tax (VAT) or sales taxes or any other taxes or similar liabilities. Any taxes and other fees and surcharges required by law, including, without limitation, value added, consumption, sales, use, gross receipts, excise, access, and bypass with respect to the Services and the transactions contemplated by the Offer Proposal shall be the responsibility of the Customer and if paid or required to be paid by the Provider, the Provider shall be entitled to be indemnified in respect of such amount and shall be invoiced to the Customer accordingly. The Customer is also responsible for any additional government fees, rights of way fees or charges, license or permit fees, and any other duties, fees, charges or surcharges imposed on, incident to, or based upon the use of the Services or Starlink Kit. 5.7 Balances which remain unpaid for a period of more than thirty (30) days from the date of the invoice shall be subject to an additional late fee which shall be the equivalent of one point five percent (1.5%) per month of the overdue amount until payment is received. 5.8 Overdue payments will be settled in the following priority order: i. Late fees ii. Overdue amounts iii. Remaining balance 5.9 If the Customer in good faith disputes one or more items shown on the invoice, the Customer must notify the Provider within fifteen (15) days of the date of the invoice. The Provider shall use its reasonable endeavours to revert to the Customer within 15 days of receipt of the billing dispute. Any charges which were not charged correctly shall be credited to the Customer. Any billing dispute which cannot be resolved amicably by the Parties shall be subject to the dispute resolution procedure set out in clause 15. 5.10 The Customer agrees and confirms that all undisputed invoices, or parts thereof which are deemed as undisputed, shall be paid in accordance with this clause, and will continue to abide by its payment obligations as provided for herein. 5.11 Shipping and handling charges will apply and are non-refundable. The shipping and handling charges will be as per the Offer Proposal and/or any other communication as may be provided from time to time by the Provider to the Customer. Unless otherwise agreed between the parties, the Provider will use the carrier of its choice.
Part II — 6. Delivery and Installation of Services
- DELIVERY AND INSTALLATION OF SERVICES 6.1 Unless otherwise specified in the Offer Proposal, the Customer is responsible for the installation of the Starlink Kit in a location that has a clear field of view as per the Install Guide available in the Provider Customer Portal. The Customer should not install under a radome; doing so may adversely affect terminal performance. The Customer should maintain a minimum separation distance of 4m (14ft) between Starlink and other co – located antennas. 6.2 The Customer is also responsible for installing the Starlink Kit securely so that the equipment will not become dislodged due to weather or other external factors. It is the Customer’s responsibility to ensure compliance with all applicable building codes, zoning, ordinances, business district rules, conditions, restrictions, lease obligations and landlord/owner approvals and requirements that are applicable to the Services and the installation of the Starlink Kit. 6.3 Should use of the Services require any construction or alteration to property, the Provider is not obliged to reimburse any expenses or restore property to the same physical state as prior to the delivery of Services. 6.4 If the Customer requires a permanent roof mount installation, the Customer acknowledges the potential risks associated with this type of installation, including without limitation, with respect to any warranty that applies to penetration of our vehicle/vessel roof, building roof or roof membrane. 6.5 Unless otherwise agreed in the Offer Proposal, modifications or alternations (including changes that are cosmetics in nature) to the Starlink Kit are subject to the Limited Warranty (clause 7) and Exclusions, Limitations and Disclaimers on the Services (clause 8) and may affect Service performance. The Customer shall not modify any Starlink Kit in a manner that contradicts the Install Guide or would otherwise alter the transmission characteristics of the equipment, including installation under a radome without Provider’s approval. To maintain the Limited Warranty, all modifications made by Customer to the Starlink Kit must be approved by Provider in writing and may be subject to additional evaluation fees in order to assess operability. At Provider’s sole discretion, if the Provider determines that the installation or modification of a Starlink Kit has resulted in a material degradation of the Service or equipment, the equipment warranty may be voided. 6.6 The Customer agrees to take proper precautions if installing a Starlink Kit to be used on a moving vehicle or vessel. The Customer is responsible for ensuring that antenna mount is installed on a structurally sound, horizontal surface. The Customer acknowledges that equipment falling into the road or off a vessel due to poor installation practices can cause serious accidents resulting in bodily injury. The Customer should not mount a Starlink Kit on any vehicle or vessel if it is not stable, or if it cannot be properly secured as described in the Install Guide and used with the proper mount. 6.7 The Customer is prohibited from installing or using a kit on a moving vehicle or vessel unless Starlink and/or the Provider has designated the specific kit model and/or mount for in in-motion use and has obtained all required in –motion approvals in the country of use. Services in – motion on a vehicle or vessel (e.g cars, vans, rvs, boats) via an unauthorised kit or country is prohibited will void the Limited Warranty of the kit, and may be grounds for termination of the Agreement with Provider. 6.8 The Starlink Kit can and may be accessed by the Provider to perform support actions, request limited diagnostic information, monitor performance and provide research for improvement purposes.
Part II — 7. Limited Warranty
7 LIMITED WARRANTY 7.1 The Starlink Kit and Services are novel, under development, and subject to change. Starlink will use reasonable efforts to facilitate that the Starlink Kit, at the time of delivery, and the Services, as performed, substantially meet performance goals set forth in the Starlink Specifications and the Offer Proposal. Starlink performance goals will be amended by Starlink from time-to-time based on experience and innovation. The limited warranty standard set out in this clause (“Limited “Warranty”) is only available for twelve (12) months from the initial activation of the Starlink Kit (the “Limited Warranty Period”) as per clause 8.2 below.
Part II — 8. Exclusions, Limitations and Disclaimers on the Services
8 EXCLUSIONS, LIMITATIONS AND DISCLAIMERS ON THE SERVICES 8.1 Exclusions and Force Majeure Provider is not responsible for damage to the Starlink Kit after delivery, or for Service malfunctions resulting from (a) manual re – pointing of the antenna; (b) repair, modification or disassembly of Starlink Kit by anyone other than Provider / Starlink or its authorized agent; (c) failure to follow instructions, including by obstructing the Starlink Kit’s field of view; (d) fire, flood, wind, lightning, earthquake, weather, or other acts of nature or God; (e) spills of food or liquids on Starlink Kit; (f) planned or emergency maintenance on the network; (f) problems with your electrical power or network equipment; (g) misuse, abuse, accident, vandalism, alteration, or neglect; (h) normal wear and tear or deterioration, or superficial defects, dents, or marks that do not impact performance of the Starlink Kit; (i) use in combination with devices or software not provided or approved by the Provider and/or Starlink; (j) inability to obtain or maintain necessary permissions, authorizations, or permits; or (k) events not reasonability within Provider’s control. 8.2 Limited Remedies If the Starlink Kit fails to meet the Limited Warranty set forth in clause 7, the Customer is entitled to send a detailed, written warranty claim to the Provider within the Limited Warranty Period. The Provider will process the claim with Starlink and Starlink will cure the discrepancy within 30 days of receiving Customer’s claim, provided that such claim is accepted by Starlink. This includes at Starlink’s choice, by replacing or repairing the Starlink Kit with a new, different or refurbished device or part. This replaced device will be covered by the Limited Warranty for the greater of 3 (three) months or the remainder of the original Limited Warranty Period. The remedies set forth in this clause 8.2 (Limited Remedies) are the Customer’s sole and exclusive remedies for breaches of warranty, service deficiencies, unavailability and other breaches by the Provider. 8.3 Disclaimer: PROVIDER PROVIDES THE STARLINK KIT AND SERVICES "AS IS" WITHOUT ANY EXPRESS WARRANTY OR REPRESENTATION. PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON – INFRINGEMENT. 8.4 Limitations of liability: NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, LOST REVENUE, WORK STOPPAGE, LOSS OR CORRUPTION OF DATA, COMPUTER FAILURE, DATA SECURITY BREACH, MALFUNCTION OR ANY LOSSES ARISING OUT OF OR RELATED TO THE AGREEMENT, STARLINK KIT, SERVICES OR DAMAGES RESULTING FROM THE KIT INSTALLATION, REPAIR, REMOVAL, OR OTHER ASSOCIATED SERVICES, PROVIDER’S LIABILITY FOR ANY INDIVIDUAL CLAIM OR ALL CLAIMS IN THE AGGREGAGE WILL NOT EXCEED THE LESSER AMOUNT OF EITHER (A) THE TOTAL AMOUNT PAID BY CUSTOMER TO PROVIDER OVER THE SIX MONTHS PROCEEDING THE CLAIM GIVING RISE TO THE LIABILITY OR (B) 500.000 U.S. DOLLARS. THE LIMITATIONS SET FORTH IN THIS CLAUSE WILL APPLY TO ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, THE SERVICES OR STARLINK KIT, INCLUDING ANY EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS INFORMED OR WAS AWARE OF THE POSSIBLITY OF SUCH LOSS OR DAMAGE AND REGARLESS OF WHETHER CLAIMS ARE ASSERTED BASED ON CONTRACT, STATUTE, TORT, STRICT LIABLITY, NEGLIGENCE, OR OTHER LEGAL OR EQUITABLE CLAIM OR THEORY PROVIDED, EXCEPT IF AND TO THE EXTENT THAT NEGLIGENCE, OR OTHER LEGAL OR EQUITABLE CLAIM OR THEORY PROVIDED, EXCEPT IF AND TO THE EXTENT THAT ANY LIMITATION VIOLATES APPLICABLE MANDATORY LAW THAT THE PARTIES CANNOT DEROGATE FROM BY WAY OF CONTRACT. 8.5 Assumption of Risk. THE CUSTOMER AGREES THAT ITS USE OF SERVICES AND THE STARLINK KIT, AND SUCH USE BY ANYONE USING THE CUSTOMER’S ACCOUNT, IS AT THE CUSTOMER’S SOLE RISK, SERVICES ARE NOT SUITED OR INTENDED AS A MISSION CRITICAL OR SAFETY – OF – LIFE SERVICE.
Part II — 9. Fair Use Policy and Data Allocation per Service Plan
9 FAIR USE POLICY AND DATA ALLOCATION PER SERVICE PLAN 9.1 Fair Use Policy describes how the network traffic is managed and customer data allocated based on your service plan and can be found at https://www.starlink.com/legal/documents/DOC-1469-65206-75. 9.2 Service plan descriptions can be found at https://www.starlink.com/legal/documents/DOC-1728-44881-79. 9.3 Priority Access data under Global and Local Service Plans are given network priority over all other data on the Starlink network. See Starlink Specifications for details on Starlink expected performance per service plan. Priority Access can be purchased by Customer on an opt- in basis as described in 9.4 below. If Priority Access is exhausted each month based on your data limits purchased, Provider will throttle your upload and download speeds depending on the purchased service plans unless additional Priority Access is purchased. See Access data limits and throttle speeds in Fair Use Policy for more details. Global and Local customers who have exhausted their Priority Access and have not purchased additional data will experience slower speeds and reduced performance compared to Priority Access. Throttled services will result in degradation or unavailability of certain services or applications, such as streaming video, gaming or other bandwidth intensive applications. 9.4 Depending on your plan, you can track your monthly data usage and purchase additional Access at any time on the Provider Customer Portal by opting into being automatically charged for more Access if you hit your data limit. Data usage can be checked via the Provider Customer Portal and Customer will also receive email notification with data usage details. Once you opt – in, you will be automatically billed for the additional data used until you opt-out, including in following billing cycles. You may opt-out of purchasing additional Access at any time in the Provider Customer Portal. Additional details on Priority Access fees and billing can found in the Starlink FAQs and Fair Use Policy. 9.5 Certain service plans allow Customer to select ‘Add-On Services’ for additional fees per GB. For example, adding ‘Transcontinental Data’ to your service plan allows a user to access Services outside the continent of their Service address for additional fees. The Fair Use Policy assigned to a user’s primary service plan, including Access data limits, will also apply when using these Add- On Services. 9.6 Notwithstanding anything contrary herein, Provider reserves the right to use internet data traffic provided through its satellite network connectivity services to perform necessary operations for maintaining and supporting the internal server infrastructure and related services. These operations include, but are not limited to: delivery and installation of software updates and upgrades, deployment of security patches to ensure the integrity and security of systems, remote diagnostics, troubleshooting, and resolution of technical issues, any other service deemed necessary by Provider to ensure optimal performance and security of the provided services. Any internet data traffic utilized for the services mentioned in this clause will be chargeable to the Customer as per the agreed rates and data usage policies outlined in the service agreement. Provider will take all reasonable steps to minimize data traffic usage and ensure efficient delivery of updates and support services. However, Provider shall not be liable for any additional costs or disruptions resulting from data traffic utilization for these purposes, except in cases of gross negligence or wilful misconduct.
Part II — 10. Trademark and Software Updates
10 TRADEMARK AND SOFTWARE UPDATES 10.1 Starlink retains all right, ownership, and interest in the Trademark and its website, and all associated goodwill, and in any other copyright, trademark, or other intellectual property provided under this Agreement. Nothing in this Agreement shall be construed to grant the Customer any rights, ownership, or interest in the Trademark or the Starlink website, or in the underlying intellectual property. 10.2 The Customer is not authorized to use any trademarks, logos, photos in any way connected with Starlink. 10.3 Software copies and updates installed on the Starlink Kit are not sold, only licensed to the to the Customer (on a non – exclusive, non – transferable, limited and revocable basis), for use as installed on the Starlink Kit and subject to the Software License and Usage Terms. Starlink reserve all intellectual property rights and other rights and interest in the Starlink Kit, the Services and the software, and grants no license, except as expressly provided for in these Terms & Conditions.
Part II — 11. Compliance
11 COMPLIANCE 11.1 General. The Customer agrees to comply with and will be responsible for ensuring compliance with all applicable laws and regulations, including but not limited to those related to telecommunications, privacy, copyright, website blocking, internet use by minors, data protection, rules on lawful intercept and government access to data related to the Services. 11.2 In – Motion Authorization. Use of Services in – motion may require additional authorizations. Provider may, at its sole discretion, seek authorizations for you to use the Service and Kit – in motion within the territorial waters, airspace or on land for certain jurisdictions. The Customer is responsible for (a) understanding and complying with all applicable laws and regulations associated with the use of the Services and Kit in motion, (b) obtaining any required authorizations, where necessary, and (c) ceasing use of the Services or Kit where necessary based on the Kit’s geographical location. 11.3 Privacy. The parties agree that the Provider is the "data controller" (business primarily responsible for any personal information collected and processed as defined by any applicable global privacy law or regulation (e.g GDPR) for Customer and Customer’s employees, representatives or agents.) 11.4 Acceptable Use Policy. The Customer agrees not to use the Services in ways that (a) violate any law or applicable regulation, (b) violate these Terms & Conditions including the Acceptable Use Policy or other policies available on the Provider Customer Portal, (c) infringe the rights of others, (d) interfere with the users, Services or Starlink Kit of the Starlink network or other networks. The Customer is responsible for complying with the terms for any third – party services that the Customer subscribes to using Starlink Services. The Customer agrees to enforce the terms of the Acceptable Use Policy. In the event of any violation of this clause, Provider reserves the right to terminate or suspend Services to the Customer. 11.5 International Trade Laws Customer must comply with all applicable International Trade Controls in the context of this Agreement, including applicable export control, economic sanctions, customs/import, anti- money laundering and anti – corruption laws and regulations. The Customer is expressly prohibited from involving any person in any capacity whatsoever in the Offer Proposal, this Agreement or the Services, who is listed on the Specially Designated Nationals List, Denied Persons List, Entity List, or any other similar applicable government list. The Customer acknowledges that the Customer is only authorised to access Services at the Eligible Service Territor(ies), and the Customer will not divert the Starlink Kit or Services to any other location, or to user or for users that are prohibited under International Trade Controls. By agreeing to these Terms & Conditions, the Customer agrees to comply with the Trade Compliance Declaration (Annex A) which forms an integral part of and shall be considered to be a part of these Terms & Conditions. Provider reserves the right to audit the Customer’s compliance with the Trade Compliance Declaration. 11.6 Modifications to Starlink Products & Export Controls. Services are commercial communication products. Services are not designed or intended for offensive or defensive military end-uses. Custom modifications of the Starlink Kits or Services for military end-uses may transform the items into products controlled under U.S. export control laws specifically the International Traffic in Arms Regulations (ITAR) (22C.F.R. $$120-130) or Export Administration Regulations (EAR) (15C.F.R. $$730-774) requiring authorisations from the United States government for the export, support or use outside the United States, Provider’s aftersales support to Customer will be limited to its standard commercial services support only. At its sole discretion, Provider may refuse to provide technical support to modified Services. 11.7 Security Measures. The Customer acknowledges and agrees that Starlink administers and enforces cybersecurity policies and procedures to identify and respond to incidents involving Starlink data, mitigate the effects of any such incidents, document their outcomes, and notify appropriate stakeholders (including authorities and affected data subjects, as appropriate).
Part II — 12. Notices
12 NOTICES 12.1 Any and all notices referred to in these Terms & Conditions under or in connection with the provision of the Services shall be in writing, in the English language. Unless otherwise notified in writing, the applicable details for all notices are as follows: To the Provider: Email: office@senymaritime.com To the Customer: As per Contact Details for notices recorded in the signed Offer Proposal. 12.2 Any notice(s) shall also be delivered personally or sent by email to the party due to receive the notice at its respective address or e-mail address in the event of electronic notice. 12.3 If a notice or other communication is made by email, it shall be deemed received by the receiving party once it is read by the receiving party or within three (3) business days of sending, whichever occurs first. If a notice or other communication is made by hand delivery, or by a reputable express courier service, it shall be deemed received by the receiving party once it is signed for or on behalf of the receiving party or within seven (7) business days of dispatch, whichever occurs first.
Part II — 13. Changes, Cancellation, Returns, Termination and Transfers
13 CHANGES, CANCELLATION, RETURNS, TERMINATION AND TRANSFERS 13.1 Subject to the terms, conditions and commitments described in the Offer Proposal, the Customer can stop the recurring monthly payment, cancel Services and withdraw at any time by contacting the Provider directly. If any such request is received after the 1st of the month, the Customer will still be billed for the Services until the end of the month. In such cases, the Services will remain available until the end of the month in which the request has been made. To avoid being billed for the following month of Services, the Customer must cancel Services prior to their invoice statement being generated and prior to the 1st day of the upcoming month. Notwithstanding the aforementioned, termination of Services may be subject to fees and/or penalties for the account of the Customer. Such fees and/or penalties shall be communicated to the Customer by the Provider upon receipt of written advice of the Customer’s intention to terminate the Services. The Customer is not entitled to any refunds except to those described below in clause13.4 . 13.2 Subject to terms, conditions and commitments described in the Offer Proposal and these Terms & Conditions, if the Customer wishes to change the service plan set out in the Offer Proposal then the below will apply: 13.2.1 If the Customer changes to a higher cost plan, the Customer will be charged a pro-rated cost dependent on the plan monthly cost difference and time remaining until the end of the month; 13.2.2 If the Customer changes to a lower cost plan, the Customer’s current service plan will remain the same, and the new service plan will take effect on the 1st day of the next month. The Customer will be charged the new monthly service cost at the start of the next month. 13.3 The Provider may, at any time, without prior notice, immediately terminate or suspend all or a portion of the Services, for (a) a violation of these Terms & Conditions, including Starlink Acceptable Use Policy; (b) a request and/or order from law enforcement, a judicial body, or other government agency; (c) unexpected technical or security issues or problems, including but not limited to a material malfunction of the Starlink network, software or hardware; (d) a failure to obtain or maintain the necessary governmental authorizations required to deliver Services; (e) the Customer’s participation in fraudulent, abusive, immoral or illegal activities; (f) the Customer’s failure to pay fees owed for the Services if the Customer has not cured such non – payment within a 30 day period of receiving a request to cure from Provider; or (g) its convenience, for any reason after a 30 day notice period. 13.4 If Provider terminates the Services for its convenience within 12 months of a delivery of Kits to the Customer, then the Customer may, at the Provider’s discretion, be entitled to a full refund on the fees paid (excluding taxes and shipping) for Kits that are returned to Provider and that are unopened, unused, and undamaged, as solely determined by Provider, if such Kit returns occur within 45 days of the termination of convenience notice. The Customer is not entitled to any refunds, except as set forth under this clause.
Part II — 14. Indemnity
14 INDEMNITY 14.1 Unless otherwise agreed in the Offer Proposal, the Customer agrees to indemnify and hold harmless the Provider, its employees, officers, directors, agents, affiliates and shareholders against all losses, damages, liabilities, expenses and costs (including legal costs) arising out of or in connection with: 14.1.1 Any past, present or future claims or legal proceedings, arising out of or in relation to (i) the Customer’s use of Services and/or the Kit and/or this Agreement including but not limited to: 14.1.1.1 if the Customer uses the Services and/or the Kit in ways that are (a) illegal or violate this Agreement or Starlink’s Acceptable Use Policy; or (b) negligent, reckless or intentionally wrongful; 14.1.1.2 in relation to the installation, marketing, use, repair, removal, or any other works, carried out with respect to Services and/or the Kit; 14.1.2 any negligence, unlawful act, wilful misconduct, or intentional torts, committed by the Customer; 14.1.3 any third-party intellectual property infringement claims arising out of or relating in any way with respect to the Services and/or the Kit and/or the Agreement; 14.1.4 the use of Services or the content of any transmission made using the Services including any alleged libel, slander, obscenity, indecency, infringement of copyright or breach of privacy or security; 14.1.5 any act or omission of the Customer resulting in loss of, or damage or degradation to the provision of the Services; and 14.1.6 any claims, demands, and causes of action of every kind and character arising out of or in connection with this Agreement in respect of the Customer’s personnel; on account of bodily injury, death or damage to such person’s property, regardless of the cause of such bodily injury, death or damage to property, excluding the gross negligence of the Provider.
Part II — 15. Governing Law
15 GOVERNING LAW 15.1 The Provider and the Customer shall each comply with all applicable laws in connection with the provision of the Services. 15.2 These Terms & Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the Republic of Bulgaria. 15.3 Any dispute arising out of or in connection with the Agreement or these Terms & Conditions, including non-contractual claims and any questions regarding their existence, validity or termination, shall be subject to the exclusive jurisdiction of the competent courts of the Republic of Bulgaria. The language of proceedings shall be Bulgarian or English, as permitted by the court. 15.4 If the Customer has a dispute, before initiating arbitration as per clause 15.3, the Customer must send a written notice to office@senymaritime.com and at the Provider’s headquarters as per clause 12.1, providing details of the dispute. If the dispute has not been resolved within 60 days of submitting a notice, the Customer may initiate arbitration as per clause 15.3.
Part II — 16. Sanctions
16 SANCTIONS 16.1 In the event that, by reason of entering into and/or performing pursuant these Terms & Conditions, the Provider is exposed to a risk of sanctions being imposed by any (“sanctions” to include but not be limited to the imposition of any fine or financial penalty whatsoever, and/or being included on any Specially Designated Nationals List, Denied Persons List, Entity List, or any other sanctioned persons or entity list) supranational governmental organisation or any national or regional government or public authority including but not limited to the EU, then the Provider shall be entitled (at his absolute discretion) to terminate the Agreement with immediate effect. In such an event, the Customer shall Indemnify and hold the Provider harmless in respect of any sanctions imposed upon them and/or the consequences of any such sanctions being imposed, including but not limited to any consequential losses suffered by the Provider resulting from the exercise by the Provider of any liberty or discretion provided for herein.
Part II — 17. General
17 GENERAL 17.1 Customer may not sell, resell, lease, sublease, assign, license, sublicense, share, provide, or otherwise allow any other third party to use the Services and/or the Starlink Kit and/or any component thereof. 17.2 Customer may not assign, sell or transfer the Agreement and/or software installed on the Starlink Kit, without the Provider’s consent. Unauthorized transfers or assignment will be null and void and grounds for termination. Customer is liable for any charges or fees incurred by the use of the Services and Starlink Kit by anyone else. The Provider can assign this Agreement, in whole or in part, without notice to Customer and in Provider’s sole discretion, to any entity that controls, is controlled by, or is under common control as the Provider, or any entity that is a successor in a sale, spinoff, acquisition or merger of the Provider, provided that the assignee can lawfully perform the obligations of the assignor. 17.3 The Provider reserves the right to substitute, change, cancel or add to any part of this Agreement at any time upon notice to you per clause 2.4, and Customer’s continued use of the Services constitutes agreement to the updated Terms & Conditions. 17.4 No waiver by the Provider of any breach of these Terms & Conditions will be a waiver of any preceding or succeeding breach. No waiver by the Provider of any right under these Terms & Conditions will be construed as a waiver of any other right. The Provider will not be required to give notice to enforce strict adherence of these Terms & Conditions. A waiver must be provided in writing by an authorized representative of the Provider to be effective. 17.5 Should any provision(s) of the Offer Proposal, the Agreement or these Terms & Conditions 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(s) shall be given no effect and shall be deemed not to be included in the Terms & Conditions without invalidating any of the remaining provisions. The Customer and the Provider shall enter into good faith negotiations to amend the Terms & Conditions in such a way that, as amended, is valid, legal and enforceable and, to the maximum extent possible, reflects the intended effect of the invalid, illegal or unenforceable provision(s).
Annex A — Trade Compliance Declaration
ANNEX A MARITIME (The "Company") Trade Compliance Declaration ("Declaration") To: "Customer"
- It is the Company’s policy to comply with applicable economic sanctions and anti– corruption laws to which it may be subject and to implement and follow appropriate compliance procedures to avoid any violation of such sanctions and anti–corruption laws. It is an important part of that policy that our products and services are not utilised in a breach of such sanctions and anti-corruption laws. It is therefore a requirement of our sanctions and anti-corruption compliance procedures that it is acknowledged by the Customer as a condition to the provision of goods and/or services by the Company that all sanctions and anti-corruption laws and regulations will be complied with as at the date of and throughout the duration of any agreement(s) between the Company and Customer. In light of this requirement, the Customer agrees to this Declaration and the warranties/provisions set out below. By continuing to accept the provision of goods and/or services from the Company, the Customer expressly confirms their agreement to the provisions of this Declaration.
- For the purpose of this Declaration: 2.1 "Anti–Corruption Laws" shall mean anti–corruption laws and regulations, that apply to the Company and the Customer including but not limited to anti– corruption and anti-bribery laws and regulations of the EU, the UK, the Foreign Corrupt Practices Act, UK Bribery Act, and applicable international and local anti–corruption laws. 2.2 “Denied Party Lists” shall mean the lists of Specially Designated Nationals, Denied Persons, Entities, or any other similar government list. 2.3 “Government Officials” shall mean (1) any officer or employee of any government or component of government (e.g., a government minister, regulator, mayor, legislator, customs inspector or police officer); (2) an officer or employee of any entity or instrumentality in which a government or government entity possesses a majority or controlling interest; (3) a candidate for political office; (4) a political party; (5) a political party official; (6) an officer or employee of a public international organization (e.g. the European Commission or World Bank); (7) a person who is acting in an official capacity for or on behalf of any government or component of a government, an entity in which a government or component of a government possesses a majority or controlling interest, a political party, a public international organization (even if the individual is acting in such capacity temporarily and without compensation); and, (8) in some circumstances, members of royal families. 2.4 "Sanctions" shall mean any sanction, prohibition, or restriction, imposed by either the United Nations, the European Union, the United States of America, the United Kingdom, or any other applicable competent authority or government, Supranational or International Governmental Organisation, including but not limited to, those imposed on any specified persons, entities, bodies, vessels or fleets, or in relation to any trades/commodities.
- The Customer warrants for themselves, any of Customer’s affiliates, directors or officers and in respect of any third parties and/or their agents who may use goods or services provided to them by the Company, that as at the date of any agreement(s) with the Company and throughout that agreement’(s) duration: 3.1 they are not subject to any Sanctions and have not been engaged in any transaction, activity or conduct that could reasonably be expected to result in them being subject to any Sanctions, including by inclusion on a Denied Party List; 3.2 they have not received notice of, or are otherwise aware or ought to be reasonably aware of, any claim, action, suit, proceedings or investigation involving it with respect to Sanctions; 3.3 they will comply with all applicable Sanctions (for which purpose the sanctions of the UN, US, EU and UK will be treated as applicable to them regardless of their domicile) in their performance of any agreement concluded with the Company and in respect of other matters and will not take or omit to take any action that gives rise to a risk of breaching Sanctions; 3.4 the goods and/or services provided by the Company shall not be provided to or otherwise utilised either directly or indirectly for the benefit of any party subject to Sanctions and/or to facilitate any breach of Sanctions by another and /or other used in any way whatsoever in breach of Sanctions; 3.5 they have not made, offered, provided or authorised, and will not make, offer, provide or promise to make any payment or transfer anything of value, directly or indirectly through a third party, in connection with any business transactions involving the Company to (i) any Government Official, (ii) an officer, director or employee of any actual or potential customer of the Company, (iii) any officer, director or employee of the Company, or (iv) any other person or entity, if doing so would violate Anti – Corruption Laws; 3.6 all representations and information supplied by the Customer in response to due diligence questions from the Company were complete and accurate. The Customer shall notify the Company in writing of any material corrections to or omissions from such original information supplied by Customer immediately upon identifying them; and 3.7 they have instituted and will maintain policies and procedures designed to ensure compliance with Sanctions and Anti–Corruption Laws.
- If at any time during the performance of any agreement(s) with the Company, the Customer or the Company (in their reasonable opinion), becomes aware that, the Customer is in breach of warranty as aforesaid then the Company may in their sole option terminate any agreements with the Customer forthwith. Any accrued liabilities under such agreements from the Customer to the Company will remain due and owning and the Customer agrees to fully cooperate with the Company in relation to the return of any goods and/or disconnection of services to the Company and to indemnify the Company in respect of any costs incurred in connection with the same. Such termination also shall be without prejudice to any further rights of the Company against the Customer under or in connection with such agreements.
- Notwithstanding anything in this Declaration or any terms and/or conditions agreed upon between the Customer and Company, neither party shall be required to do anything which constitutes a violation of the laws and regulations of any State to which either of them is subject.
- You agree that you, the Customer, shall be liable to indemnify the Company against any and all claims, losses, damages, costs and fines, whatsoever suffered by us or our agents or related parties, resulting from any breach of warranty aforesaid.
- You agree that this Declaration forms part of any agreement concluded with the Company and that as such it is legally binding on the Customer.
- This Declaration shall be constructed in accordance with English law and any dispute shall fall to be determined pursuant to the jurisdiction agreed under the relevant agreement(s) between the Customer and Company.