© TERRASTAR GNSS LIMITED GLOBAL REVISION 33 AS AT 1 MAY 2017
SERVICE ACCESS CONTRACT
FOR THE HIRE OF THE
TERRASTAR LAND DATA SIGNAL
BETWEEN
TERRASTAR
AND THE
END USER OF THE TERRASTAR LAND DATA SIGNAL
THE PARTIES HEREBY AGREE AS FOLLOWS:
(i) The terms defined within this CONTRACT shall have the meaning ascribed to them under CLAUSE 1 of this CONTRACT; and
(ii) TERRASTAR reserves the right to unilaterally amend the terms and conditions of this CONTRACT at any time (Version Update
Release); and
(iii) Following a Version Update Release, END USER agrees to abide by the most recent version of the terms and conditions of this
CONTRACT, and confirms such agreement by continuing to utilise the TERRASTAR LAND DATA SIGNAL; and
(iv) This CONTRACT is between TERRASTAR and the END USER and shall commence on the COMMENCEMENT DATE and shall
subsist up to and including the TERMINATION DATE; and
(v) Any ORDER relating to this CONTRACT shall be placed with TERRASTAR by END USER’S SUPPLIER who is deemed to be acting
in the capacity of END USER’s agent; and
(vi) In placing the ORDER, SUPPLIER is deemed to be confirming that SUPPLIER has fully brought END USER’S attention to the terms
and conditions of this CONTRACT and that END USER has registered its unqualified acceptance to this CONTRACT with SUPPLIER;
and
(vii) END USER understands and accepts that access to the TERRASTAR LAND DATA SIGNAL is also dependent upon TERRASTAR’S
explicit acceptance of the ORDER; and
(viii) END USER understands and accepts that ownership or possession of a TERRASTAR COMPATIBLE PRODUCT does not guarantee
any rights of access to the TERRASTAR LAND DATA SIGNAL; and
(ix) END USER understands and accepts that TERRASTAR shall not be liable in any way whatsoever, for any losses incurred or suffered
by END USER, relating to failure by the END USER to accept the terms and conditions of this CONTRACT for the supply of
TERRASTAR LAND DATA SIGNAL; and
(x) END USER understands and accepts that TERRASTAR shall not be liable in any way whatsoever for any losses incurred or suffered
by the END USER or by any third party, for refusal by TERRASTAR to accept the END USER’S ORDER which has been placed by
SUPPLIER acting in the capacity of END USER’s agent; and
(xi) Where an ORDER is received for the provision of the TERRASTAR LAND DATA SIGNAL which deflects from what is envisaged by
the provisions of the terms and conditions of this CONTRACT, then before considering and accepting such ORDER, TERRASTAR
reserves the right to require that a hard copy contract is put in place between TERRASTAR and the END USER and signed by the
authorised signatories of each entity. Such hardcopy contract shall be unqualified and in a style and format as prescribed by
TERRASTAR. The process by which the aforementioned hard copy contract is put in place shall be facilitated by SUPPLIER acting in
the capacity of END USER’S agent.
1. DEFINITIONS
1.1 AFFILIATE(S) shall mean in relation to TERRASTAR or END USER, any subsidiary or parent or holding company of any company or
any other subsidiary of such parent or holding company. For the purpose of this definition, “subsidiary” and “holding company” shall
have the meaning ascribed to it under Section 1159 of the United Kingdom’s Companies Act 2006. For the avoidance of doubt,
nothing in Section 1159 of the Companies Act 2006, shall be construed as excluding from the definition of affiliates, a company which
share or rights in another company are held on its behalf or by way of security, by another person.
1.2 AIRCRAFT shall mean any airborne application which has the TERRASTAR COMPATIBLE PRODUCT incorporated within same.
1.3 COMMENCEMENT DATE shall mean that date stipulated in the ORDER ACCEPTANCE on which the provision of the TERRASTAR
LAND DATA SIGNAL will commence.
1.4 COMMERCIAL AGREEMENT means the overarching contractual documentation in place authorising the different categories of
SUPPLIER as defined within this CONTRACT, to act as representative for the promotion and hire of the TERRASTAR LAND DATA
SIGNAL.
1.5 CONTRACT shall mean this contract between TERRASTAR and the END USER for the provision of the TERRASTAR LAND DATA
SIGNAL which CONTRACT shall be validly formed on the issue of an ORDER ACCEPTANCE by TERRASTAR.
1.6 DISABLE/DISABLEMENT shall mean the disablement of the TERRASTAR LAND DATA SIGNAL in accordance with the
TERRASTAR LAND DATA SIGNAL ACCESS INSTRUCTIONS.
1.7 EMBARGOED COUNTRY/(IES) shall mean those countries identified as such under applicable laws as provided for in CLAUSE 4.11.
1.8 ENABLE/ENABLEMENT shall mean the enablement of the TERRASTAR LAND DATA SIGNAL in accordance with the TERRASTAR
LAND DATA SIGNAL ACCESS INSTRUCTIONS.
1.9 END USER shall mean the individual or legal entity utilising the TERRASTAR LAND DATA SIGNAL for positioning purposes following
the issue of the ORDER ACCEPTANCE.
1.10 END USER GROUP shall mean END USER, its sub-contractors of any tier, its and their respective AFFILIATES, its and their
respective directors, officers and employees (including agency personnel) and invitees, but shall not include any member of the
TERRASTAR GROUP.
1.11 GEO-GATING shall mean that the TERRASTAR LAND DATA SIGNAL shall not be available/used by END USER if the position
determined by the END USER’S receiver hardware is computed as being offshore (“STANDARD GEO-GATE”) or is computed as
exceeding ten (10) kilometres offshore (“EXTENDED GEO-GATE”). The provisions applicable to the STANDARD GEO-GATE are
applicable to the agricultural and the global land MARKET SECTORS. The provisions applicable to the EXTENDED GEO-GATE is
applicable to the global air MARKET SECTOR.
© TERRASTAR GNSS LIMITED GLOBAL REVISION 33 AS AT 1 MAY 2017
1.12 MARKET SECTOR shall mean the TERRASTAR business models relevant to the subscription prices which END USER is required to
pay relating to the utilisation of the TERRASTAR LAND DATA SIGNAL with the TERRASTAR COMPATIBLE PRODUCT in the END
USER’S business or other operations. The aforementioned TERRASTAR business models are: (1) the agricultural market and/or (2)
the global land market and/or (3) the global air market; and/or (4) the government and military market. FOR THE AVOIDANCE OF
DOUBT, this CONTRACT is not applicable to the utilisation of the TERRASTAR LAND DATA SIGNAL in conjunction with any receiver
hardware incorporated within any autonomous road motor vehicle. A separate set of terms and conditions are applicable to the latter
situation.
1.13 MAXIMUM SPEED THRESHOLD shall mean 36ms
-1
above which speed the TERRASTAR LAND DATA SIGNAL shall be
unavailable.
1.14 M2M shall mean the machine to machine interface between the SUPPLIER’S existing e-commerce system/order management system
and the order management system utilised by TERRASTAR. Using the M2M interface the SUPPLIER is able to (1) purchase a
subscription for the use of the TERRASTAR LAND DATA SIGNAL on behalf of END USER; and (2) place an ORDER on behalf of
END USER; and (3) receive an ORDER ACCEPTANCE in conclusion of any CONTRACT between TERRASTAR and END USER.
1.15 ORDER shall mean the electronic order submitted to TERRASTAR by END USER’S SUPPLIER acting in the capacity of END
USER’S agent, together with END USER’S PAYMENT, for the purposes of requisitioning the TERRASTAR LAND DATA SIGNAL.
Such electronic order shall be submitted by the SUPPLIER via the SUPPLIER’S M2M interface. The ORDER shall be subject to
acceptance by TERRASTAR in accordance with the terms and conditions of this CONTRACT. Where TERRASTAR accepts the
ORDER, TERRASTAR will issue an ORDER ACCEPTANCE to SUPPLIER confirming conclusion of this CONTRACT between
TERRASTAR and END USER. TERRASTAR shall have no liability whatsoever to END USER for its non-acceptance of any ORDER
for whatever reason.
1.16 ORDER ACCEPTANCE shall mean the electronic confirmation of acceptance of the ORDER by TERRASTAR stipulating the
ENABLEMENT and DISABLEMENT details inter alia.
1.17 PARTIES shall mean TERRASTAR and the END USER.
1.18 PAYMENT shall mean payment made to TERRASTAR for the hire of the TERRASTAR LAND DATA SIGNAL for use with the
TERRASTAR COMPATIBLE PRODUCT. Such payment shall be made in UNITED STATES DOLLARS (USD) to the SUPPLIER’S
website via the SUPPLIER’S M2M interface.
1.19 PRODUCT AUTHORISATION CODE shall mean any code provided by the SUPPLIER with the TERRASTAR COMPATIBLE
PRODUCT. The code shall be entered onto the ORDER by the SUPPLIER when it completes the ORDER acting in the capacity of
the END USER’s agent, and shall be utilised by TERRASTAR in the ENABLEMENT process.
1.20 SPEED-GATING is a concept which is applicable to the agricultural and global land MARKET SECTORS and shall mean that the
TERRASTAR LAND DATA SIGNAL shall not be available/used by END USER if the speed measured by the END USER’S receiver
hardware exceeds the MAXIMUM SPEED THRESHHOLD.
1.21 SUPPLIER(S) shall mean the manufacturer or dealer which has supplied the TERRASTAR COMPATIBLE PRODUCT to an END
USER or the manufacturer’s or dealer’s tiered dealer which has supplied the TERRASTAR COMPATIBLE PRODUCT to an END
USER. Under the terms of this CONTRACT, SUPPLIER is holding itself out as having the requisite authority from an END USER to
bind the END USER in any CONTRACT between TERRASTAR and END USER. SUPPLIER is deemed to be acting in the capacity
of END USER’S agent for the purposes of agreeing any CONTRACT between TERRASTAR and END USER.
1.22 TERMINATION DATE shall mean that date stipulated in the ORDER ACCEPTANCE on which the provision of the TERRASTAR
LAND DATA SIGNAL will cease.
1.23 TERRASTAR shall mean TERRASTAR GNSS LIMITED, a company incorporated under the laws of Scotland (Registration Number
SC440089), with its registered office and principal place of business at Veripos House, 1B Farburn Terrace, Dyce, Aberdeen, AB21
7DT, Scotland, United Kingdom.
1.24 TERRASTAR COMPATIBLE PRODUCT shall mean those products which have TERRASTAR enabling technology incorporated to
allow such products to receive and use the TERRASTAR LAND DATA SIGNAL, in order to derive precise geographic positional
information. Such products are sold or hired to the END USER by the SUPPLIER by virtue of a contract for purchase or hire, which
contract for purchase or hire, is exclusively between END USER and SUPPLIER. FOR THE AVOIDANCE OF DOUBT, some versions
of the TERRASTAR enabling technology have libraries incorporated which feature constraints on the use of the TERRASTAR LAND
DATA SIGNAL in situations where the concepts of GEO-GATING or SPEED-GATING are applicable to a specific MARKET SECTOR.
Where the TERRASTAR enabling technology does not have libraries incorporated which feature constraints on the use of the
TERRASTAR LAND DATA SIGNAL in situations where the concepts of GEO-GATING or SPEED-GATING are applicable to a
specific MARKET SECTOR, then where the END USER uses the LAND DATA SIGNAL in situations where the concepts of GEO-
GATING or SPEED-GATING are applicable, the provisions of CLAUSE 7.1.5 shall be applicable and TERRASTAR shall be entitled to
terminate this CONTRACT.
1.25 TERRASTAR GROUP shall mean TERRASTAR, its sub-contractors of any tier, its and their respective AFFILIATES, its and their
respective directors, officers and employees (including agency personnel) and invitees, but shall not include any member of the END
USER GROUP.
1.26 TERRASTAR LAND DATA SIGNAL shall mean the L-band radio signals broadcast via satellite, and/or via internet and/or by any
other means which may be offered or introduced by TERRASTAR (and/or its AFFILIATES) from time to time, containing
augmentation data collected from a network of GNSS reference stations, which has been processed for transmission in TERRASTAR
proprietary encoded format, and which is broadcast for the use in land based applications only, save where the provisions of CLAUSE
4.9 are applicable and the requisite permissions have been given.
1.27 TERRASTAR LAND DATA SIGNAL ACCESS INSTRUCTIONS shall mean the instructions for accessing the TERRASTAR LAND
DATA SIGNAL to which the END USER must adhere.
© TERRASTAR GNSS LIMITED GLOBAL REVISION 33 AS AT 1 MAY 2017
1.28 WORK shall mean any work or operations undertaken by the END USER in connection with which the TERRASTAR LAND DATA
SIGNAL is to be accessed and utilised.
2. CONTRACT FORMATION AND DURATION
2.1 Subject always to TERRASTAR’S acceptance of the ORDER in accordance with this CONTRACT, the TERRASTAR LAND DATA
SIGNAL shall commence on the COMMENCEMENT DATE and shall terminate on the TERMINATION DATE as stipulated in the
ORDER ACCEPTANCE, unless any of the provisions in CLAUSES 4.7 and/or 4.8 are applicable.
3. ORDER
3.1 The SUPPLIER acting in the capacity of the END USER’S agent, shall complete an ORDER stipulating the requirement for the
provision of the TERRASTAR LAND DATA SIGNAL and shall advise the PRODUCT AUTHORISATION CODE within same. The
SUPPLIER acting in the capacity of the END USER’S agent, shall submit the ORDER to TERRASTAR electronically.
3.2 Where any ORDER has not been fully and/or correctly completed by SUPPLIER acting in the capacity of the END USER’S agent in
accordance with any instructions issued by TERRASTAR, TERRASTAR reserves the right to request the SUPPLIER to re-submit the
ORDER. Where any re-submitted ORDER has not been fully and/or correctly completed by the SUPPLIER, then TERRASTAR
reserves the right to reject the ORDER.
3.3 Where TERRASTAR, in its sole discretion, is satisfied with the terms of the ORDER and wishes to accept same, TERRASTAR shall
issue an ORDER ACCEPTANCE to the SUPPLIER, confirming its acceptance and willingness to provide the TERRASTAR LAND
DATA SIGNAL to the END USER.
3.4 In the event that TERRASTAR is unable or unwilling to provide the TERRASTAR LAND DATA SIGNAL as requested by the
SUPPLIER in the ORDER, then the SUPPLIER shall be notified accordingly. TERRASTAR GROUP shall have no liability whatsoever
for any losses incurred or suffered by END USER or any third party for refusal by TERRASTAR to accept the ORDER.
3.5 Subject always to the provisions of CLAUSES 4.7 and/or 4.8 and subject to any period of immobilisation notified in advance to
TERRASTAR by SUPPLIER acting in the capacity of END USER’S agent in accordance with CLAUSES 4.17 and 4.18 of this
CONTRACT, the supply of the TERRASTAR LAND DATA SIGNAL shall be continuous between the COMMENCEMENT DATE and
TERMINATION DATE. Where END USER de-mobilises any of the TERRASTAR COMPATIBLE PRODUCT(S) prior to the
TERMINATION DATE and such de-mobilisation does not fall within the remit of CLAUSES 4.17 and 4.18, then TERRASTAR reserves
the right to retain PAYMENT made by END USER up to and including the TERMINATION DATE. In such an event, END USER shall
not be entitled to reimbursement of PAYMENT or any part thereof under any circumstances.
4. OBLIGATIONS OF END USER
4.1 TERRASTAR shall be responsible for obtaining and maintaining all permits and licences necessary for transmission of the
TERRASTAR LAND DATA SIGNAL. END USER shall be responsible for obtaining all other permits and licences required for the
WORK.
4.2 END USER acknowledges that provision of the TERRASTAR LAND DATA SIGNAL is subject to applicable laws as provided for in
CLAUSE 4.11. It follows that the use of the TERRASTAR LAND DATA SIGNAL may be restricted or prohibited with respect to the
end user or the country or nature of end use. END USER understands and accepts that TERRASTAR reserves the right not to
activate any TERRASTAR LAND DATA SIGNAL to any EMBARGOED COUNTRIES. The onus is upon END USER to ensure that it
familiarises itself with the EMBARGOED COUNTRIES in accordance with the applicable laws. The END USER hereby gives warranty
to TERRASTAR that the END USER shall not utilise or propose to utilise, and shall not permit any third party to utilise or propose to
utilise, the TERRASTAR LAND DATA SIGNAL in an EMBARGOED COUNTRY. The END USER understands and accepts that
where it comes to TERRASTAR’S notice that the TERRASTAR LAND DATA SIGNAL is being utilised in an EMBARGOED
COUNTRY, that such use may be deemed to be a material breach of this CLAUSE 4.2. In such an event, TERRASTAR reserves the
right to deactivate the TERRASTAR LAND DATA SIGNAL forthwith and without prior notice. TERRASTAR also reserves the right to
terminate this CONTRACT in accordance with CLAUSE 7.1.1. Should any claims or any actions for damages be brought against
TERRASTAR GROUP as a result of the END USER utilising the TERRASTAR LAND DATA SIGNAL in an EMBARGOED
COUNTRY, or as a result of END USER permitting any third party to utilise the TERRASTAR LAND DATA SIGNAL in a
EMBARGOED COUNTRY, then END USER GROUP shall save, defend, indemnify and hold harmless TERRASTAR GROUP on
demand, for any and all costs, claims, demands, proceedings, loss, actions, damages, expenses and liabilities which TERRASTAR
GROUP may suffer, as a result of the END USER’S act or omission to act in this respect.
4.3 The END USER warrants that it will not use or permit any third party to use the TERRASTAR LAND DATA SIGNAL in connection with
the design, production, operation or storage of chemical, biological or nuclear weapons of any kind. Should any claim or action for
damages be brought against TERRASTAR GROUP as a result of the END USER utilising the TERRASTAR LAND DATA SIGNAL for
such restricted use and/or without the requisite permissions as specified in this CLAUSE 4.3, or as a result of END USER permitting
any third party to utilise the TERRASTAR LAND DATA SIGNAL for such restricted use and/or without the requisite permissions under
the terms of this CLAUSE 4.3, then END USER GROUP shall save, defend, indemnify and hold harmless TERRASTAR GROUP on
demand, for any and all costs, claims, demands, proceedings, loss, actions, damages, expenses and liabilities which TERRASTAR
GROUP may suffer, as a result of the END USER’S act or omission to act in this respect.
4.4 The TERRASTAR LAND DATA SIGNAL is sold to the END USER purely on the basis that the TERRASTAR LAND DATA SIGNAL is
utilised by the END USER within the specific MARKET SECTOR to which the END USER has subscribed. Where END USER
utilises the TERRASTAR LAND DATA SIGNAL outwith the specific MARKET SECTOR to which the END USER has subscribed, or
allows any third party to utilise the TERRASTAR LAND DATA SIGNAL outwith the specific MARKET SECTOR to which the END
USER has subscribed, then such utilisation is deemed to be a material breach of this CONTRACT. In such an event, the END USER
shall recompense TERRASTAR, upon receipt of TERRASTAR’s written demand, any monies due to TERRASTAR relating to the
utilisation of the TERRASTAR LAND DATA SIGNAL outwith the MARKET SECTOR originally subscribed to. Where timeous
payment of such monies is not received by TERRASTAR by the due date for payment as stipulated within the written demand, then
TERRASTAR shall be entitled to terminate this CONTRACT forthwith in accordance with CLAUSE 7.1.4. TERRASTAR GROUP shall
not be liable, in whole or in part, for any claims or damages arising as a result of such use. Notwithstanding the foregoing, where any
loss is suffered by TERRASTAR GROUP or where any claims or any actions for damages are raised against the TERRASTAR
GROUP due to the END USER utilising or allowing any third party to utilise the TERRASTAR LAND DATA SIGNAL as described in
this CLAUSE 4.4, then END USER GROUP shall save, defend, indemnify and hold harmless TERRASTAR GROUP on demand, for
© TERRASTAR GNSS LIMITED GLOBAL REVISION 33 AS AT 1 MAY 2017
any and all loss, costs, claims, demands, proceedings, actions, damages, expenses and liabilities which TERRASTAR GROUP
may suffer arising out of or in connection with the use of the TERRASTAR LAND DATA SIGNAL in such way.
4.5 END USER shall not assign this CONTRACT without TERRASTAR’S prior written approval nor permit the TERRASTAR LAND DATA
SIGNAL to be used by any third party. END USER shall procure that its personnel are suitably trained to operate the TERRASTAR
COMPATIBLE PRODUCT(S) which is/are to be utilised in the WORK and to accommodate the provision of the TERRASTAR LAND
DATA SIGNAL.
4.6 All published data relating to the coverage of the TERRASTAR LAND DATA SIGNAL is approximated. Reception and/or accuracy of
the TERRASTAR LAND DATA SIGNAL is dependent upon END USER’S receiver hardware and location. END USER shall ensure
that it follows the issued instructions pertinent to the TERRASTAR COMPATIBLE PRODUCT at the time of ENABLEMENT. Any
failure to receive ENABLEMENT should be reported.
4.7 The END USER acknowledges that the US Department of Defence Global Positioning System (GPS) and the Russian Space Forces
Global Navigation Satellite System (GLONASS) are subject to performance fluctuations. The END USER recognises that
TERRASTAR has no control over any part of the GPS or GLONASS space and ground segments and the END USER accepts that
the use of GPS, GLONASS and/or differential GPS is at the END USER’s own risk. Non-performance of TERRASTAR LAND DATA
SIGNAL attributable to:
(a) Interference to the TERRASTAR LAND DATA SIGNAL transmissions from atmospheric or other sources, or
(b) any cause or source other than the fault or neglect of TERRASTAR
shall not be deemed to be breakdown and/or failure of the TERRASTAR LAND DATA SIGNAL.
4.8 END USER is aware that interruptions in the provision of the TERRASTAR LAND DATA SIGNAL may occur from time to time and
therefore the availability of the TERRASTAR LAND DATA SIGNAL is not guaranteed. TERRASTAR GROUP shall have no liability to
the END USER GROUP and the END USER GROUP shall save, defend, indemnify and hold harmless TERRASTAR GROUP on
demand, for any and all costs, claims, demands, proceedings, loss, actions, damages, expenses and liabilities which TERRASTAR
GROUP may suffer, howsoever arising, by reason of the unavailability or inaccuracy of the TERRASTAR LAND DATA SIGNAL
irrespective of the negligence, breach of duty whether statutory or otherwise of TERRASTAR GROUP.
4.9 Where the END USER subscribes to the TERRASTAR LAND DATA SIGNAL and utilises same in connection with the navigation of
any AIRCRAFT, for the purposes of END USER’S business or other operations, then END USER warrants that it shall fully familiarise
itself with, and shall fully adhere to, the provisions of any relevant international laws, local laws, International Civil Aviation Authority
conventions (and/or any other pertinent conventions) which are applicable to the use of the air space in which the AIRCRAFT is being
operated and which determine the rules with respect to the air traffic control or any other air traffic services relating to such air space.
Should any claims or should any actions for damages be brought against TERRASTAR GROUP as a result of the END USER
utilising, or as a result of the END USER allowing any third party to utilise, the TERRASTAR LAND DATA SIGNAL in connection with
the navigation of an AIRCRAFT, for the purposes of END USER’S business or other operations, then END USER GROUP shall save,
defend, indemnify and hold harmless TERRASTAR GROUP on demand, for any and all costs, claims, demands, proceedings, loss,
actions, damages, expenses and liabilities which TERRASTAR GROUP may suffer, as a result of the END USER’S act or omission
to act in this respect.
4.10 The TERRASTAR LAND DATA SIGNAL is sold to the END USER purely on the basis that the TERRASTAR LAND DATA SIGNAL is
utilised by the END USER wholly on, over or above land or wholly above the territorial waters adjacent to land. Re-broadcast of the
TERRASTAR LAND DATA SIGNAL is strictly prohibited. It is specifically understood and agreed by END USER that the provision of
the TERRASTAR LAND DATA SIGNAL will not be utilised in or on any offshore application and/or will not be utilised in or on any
offshore dynamic positioning application. TERRASTAR GROUP shall not be liable, in whole or in part, for any claims or damages
arising as a result of such use. Where any claims or actions for damages are raised against the TERRASTAR GROUP due to the
END USER utilising or allowing any third party to utilise the TERRASTAR LAND DATA SIGNAL as described in this CLAUSE 4.10,
then END USER GROUP shall save, defend, indemnify and hold harmless TERRASTAR GROUP on demand, for any and all costs,
claims, demands, proceedings, loss, actions, damages, expenses and liabilities which TERRASTAR GROUP may suffer arising out
of or in connection with the use of the TERRASTAR LAND DATA SIGNAL in such way.
4.11 The END USER hereby acknowledges and agrees that the TERRASTAR LAND DATA SIGNAL supplied to END USER by
TERRASTAR, shall only be utilised by END USER in those locations which are not contrary to any export control laws and
regulations. The END USER shall not divert, re-export, re-sell, or import (referred to collectively as "Transfer") the TERRASTAR LAND
DATA SIGNAL to any other country, person, corporation, entity or party to which such Transfer is prohibited or otherwise limited to
and shall comply with all applicable export/import control laws and regulations when engaging in any Transfer. The END USER
understands and accepts that such applicable laws shall include but shall not be limited to those of the United Kingdom (UK), the
European Union (EU), the United Nations (UN), and North Atlantic Treaty Organization (NATO) member states. The END USER
warrants that it is familiar with the restrictions described in United Nations resolutions, the Wassenaar Arrangement and other
Multilateral Export Control Regimes (MECR), and shall not use the TERRASTAR LAND DATA SIGNAL for prohibited uses as defined
therein, including prohibited military purposes or in restricted countries. The END USER agrees to obtain a license for any Transfer
should same be required in compliance with such applicable laws and regulations.
4.12 The END USER agrees to adhere to the TERRASTAR LAND DATA SIGNAL ACCESS INSTRUCTIONS as incorporated in CLAUSES
4.13 to 4.16 of this CONTRACT. Where a repair is required under the auspices of CLAUSE 4.17 to the TERRASTAR COMPATIBLE
PRODUCT, the END USER and/or END USER’S SUPPLIER (acting in the capacity of END USER’S agent), shall adhere to the
notification process incorporated in CLAUSE 4.17 of this CONTRACT. TERRASTAR shall fulfil its obligations under CLAUSE 4.18
where END USER and/or END USER’S SUPPLIER (acting in the capacity of END USER’S agent), meets the contractual obligations
under CLAUSE 4.17.
4.13 END USER or END USER’S SUPPLIER (acting in the capacity of END USER’S agent) shall submit details of PRODUCT
AUTHORISATION CODE on ORDER together with details of preferred COMMENCEMENT DATE and TERMINATION DATE inter
alia.
4.14 TERRASTAR shall provide END USER or END USER’S SUPPLIER (acting in the capacity of END USER’S agent) with
ENABLEMENT details in the ORDER ACCEPTANCE.
© TERRASTAR GNSS LIMITED GLOBAL REVISION 33 AS AT 1 MAY 2017
4.15 TERRASTAR shall ensure DISABLEMENT will be effected in accordance with the TERMINATION DATE stipulated in the ORDER
ACCEPTANCE.
4.16 END USER shall ensure that its receiver hardware is switched on with a clear view towards the satellite transmitting the TERRASTAR
LAND DATA SIGNAL at the time of ENABLEMENT. It remains the responsibility of the END USER to ensure that the TERRASTAR
LAND DATA SIGNAL has been ENABLED in accordance with the COMMENCEMENT DATE stipulated in the ORDER
ACCEPTANCE. END USER shall immediately notify TERRASTAR if the TERRASTAR COMPATIBLE PRODUCT is sold or de-
commissioned. The PAYMENT for receipt of the TERRASTAR LAND DATA SIGNAL cannot be transferred to a different
TERRASTAR COMPATIBLE PRODUCT without TERRASTAR’S prior written consent.
4.17 FOR THE AVOIDANCE OF DOUBT, TERRASTAR shall arrange for DISABLEMENT of the TERRASTAR LAND DATA SIGNAL after
the COMMENCEMENT DATE and before the TERMINATION DATE, but only in circumstances where TERRASTAR has been
notified in advance by the END USER and/or the END USER’S SUPPLIER (acting in the capacity of the END USER’S agent), that
the TERRASTAR COMPATIBLE PRODUCT is under a SUPPLIER’S warranty which was afforded to END USER in the contract for
the sale or the hire of the TERRASTAR COMPATIBLE PRODUCT exclusively between the SUPPLIER and the END USER, and
that the TERRASTAR COMPATIBLE PRODUCT shall be out of commission due to the TERRASTAR COMPATIBLE PRODUCT being
repaired under the said SUPPLIER’S warranty. In such circumstances, upon TERRASTAR receiving confirmation from END USER
or END USER’S SUPPLIER (acting in the capacity of the END USER’S agent), TERRASTAR shall arrange for DISABLEMENT of the
TERRASTAR LAND DATA SIGNAL and following said repair under the SUPPLIER’S warranty, shall arrange for subsequent
ENABLEMENT of the TERRASTAR LAND DATA SIGNAL on the dates notified to it by the END USER or the END USER’S
SUPPLIER (acting in the capacity of the END USER’S agent).
4.18 Upon the TERRASTAR LAND DATA SIGNAL being ENABLED following DISABLEMENT due to breach of any SUPPLIER’S
warranty afforded to END USER in the contract for the sale or the hire of the TERRASTAR COMPATIBLE PRODUCT exclusively
between the SUPPLIER and the END USER as alluded to in CLAUSE 4.17 above, TERRASTAR shall ensure that the TERRASTAR
LAND DATA SIGNAL to be provided to the END USER is extended for that period of time as notified by the END USER or the END
USER’S SUPPLIER (acting in the capacity of the END USER’S agent), when the TERRASTAR COMPATIBLE PRODUCT was out of
commission. In such circumstances the TERMINATION DATE set out in the ORDER ACCEPTANCE shall be amended accordingly.
4.19 END USER understands and agrees that the TERRASTAR LAND DATA SIGNAL shall not be available/used by END USER where
the concepts of GEO-GATING or SPEED-GATING are applicable to a specific MARKET SECTOR. END USER understands and
agrees that TERRASTAR GROUP shall have no lability whatsoever to END USER or to any third party, where any loss or damage is
suffered by the END USER or by any third party, as a result of the unavailability of the TERRASTAR LAND DATA SIGNAL, due to the
concepts of GEO-GATING or SPEED-GATING being applied to the hardware receiver. Should any claims or any actions for
damages be brought against TERRASTAR GROUP as a result of the concepts of GEO-GATING or SPEED-GATING being applied to
the hardware receiver, then END USER GROUP shall save, defend, indemnify and hold harmless TERRASTAR GROUP on demand,
for any and all costs, claims, demands, proceedings, loss, actions, damages, expenses and liabilities which TERRASTAR GROUP
may suffer, as a result of the concepts of GEO-GATING or SPEED-GATING being applied to the hardware receiver.
5 INDEMNITY
5.1 The END USER shall save, defend, indemnify and hold harmless the TERRASTAR GROUP from and against any and all claims,
demands, proceedings, loss, actions, liabilities, judicial awards and costs, including legal costs, and/or expenses of every kind and
nature resulting from:
(a) personal injury including fatal injury and disease to any officer, employee or agent of the END USER GROUP, including, but not
limited to, any personnel hired by the END USER GROUP as consultants or through an employment agency, and from loss of or
damage to or loss of use of any such persons personal property; and
(b) loss of or damage to or loss of use of the END USER GROUP’S property, whether owned, hired, leased or otherwise provided by
the END USER GROUP; and
(c) personal injury including fatal injury and disease or loss of or damage to or loss of use of the property of any third party; and
(d) pollution originating from the property of the END USER GROUP or any third party; and
(e) any loss or damage arising out of the use or application of the TERRASTAR LAND DATA SIGNAL by any party other than the
END USER GROUP
all arising out of or in connection with the performance or non-performance of this CONTRACT.
5.2 TERRASTAR shall save, defend, indemnify and hold harmless the END USER GROUP from and against any and all claims,
demands, proceedings, loss, actions, liabilities, judicial awards and costs, including legal costs, and/or expenses of every kind and
nature resulting from:
(a) personal injury including fatal injury and disease to any officer, employee or agent of the TERRASTAR GROUP, including, but not
limited to, any personnel hired by the TERRASTAR GROUP as consultants or through an employment agency, and from loss of
or damage to or loss of use of any such persons personal property; and
(b) loss of or damage to or loss of use of the TERRASTAR GROUP’S property, whether owned, hired, leased or otherwise provided
by the TERRASTAR GROUP.
all arising out of or in connection with the performance or non-performance of this CONTRACT.
5.3 For the purposes of this CLAUSE 5 “third party” means any party which is not a member of TERRASTAR GROUP or END USER
GROUP. All exclusions and indemnities given under this CLAUSE 5 shall apply irrespective of cause and notwithstanding the
negligence or breach of duty (whether statutory or otherwise) of the indemnified party or any other entity or party and shall apply
irrespective of any claim in tort, under contract or otherwise at law.
6 CONSEQUENTIAL LOSS
6.1 For the purposes of this CLAUSE 6 “third party” means any party which is not a member of TERRASTAR GROUP or END USER
GROUP. For the purposes of this CLAUSE 6, the expression “Consequential Loss” shall mean (i) consequential or indirect loss under
English law; and (ii) loss and/or deferral of production, loss of product, loss of use, loss of revenue, profit or anticipated profit (if any),
in each case whether direct or indirect to the extent that these are not included in (i), and whether or not foreseeable at the
© TERRASTAR GNSS LIMITED GLOBAL REVISION 33 AS AT 1 MAY 2017
COMMENCEMENT DATE. Notwithstanding any provision to the contrary elsewhere in this CONTRACT, END USER shall save,
defend, indemnify and hold TERRASTAR GROUP harmless for any Consequential Loss incurred by the END USER GROUP or
incurred by any third party, arising from, relating to or in connection with the performance or non-performance of this CONTRACT.
7 TERMINATION
7.1 TERRASTAR may terminate this CONTRACT, forthwith and without notice and/or without penalty, in the event of the END USER
being in material breach of any of the terms of this CONTRACT. For the purposes of this CLAUSE 7, the term “material breach” shall
include but shall not be limited to:
7.1.1 Where the END USER utilises or proposes to utilise the TERRASTAR LAND DATA SIGNAL in an EMBARGOED COUNTRY; and/or
7.1.2 Where the END USER utilises the TERRASTAR LAND DATA SIGNAL outwith the scope of this CONTRACT; and/or
7.1.3 Where the END USER utilises the TERRASTAR LAND DATA SIGNAL in a manner which is materially inconsistent with the END
USER’S rights under this CONTRACT; and/or
7.1.4 Where the END USER utilises the TERRASTAR LAND DATA SIGNAL in a manner which is inconsistent with the MARKET SECTOR
subscribed to; and/or
7.1.5 Where the END USER uses the TERRASTAR LAND DATA SIGNAL in circumstances where the concepts of GEO-GATING and/or
SPEED-GATING are applicable.
7.2 END USER may terminate this CONTRACT in the event of TERRASTAR being in material breach of any of the terms of this
CONTRACT.
7.3 The rights and obligations contained in CLAUSES 5, 6, 8, 9 and 13 shall remain is full force and effect notwithstanding the completion
or earlier termination of this CONTRACT.
8 LIABILITY FOR CLAIMS
8.1 It is incumbent upon the SUPPLIER acting in the capacity of the END USER’S agent, to stipulate within the ORDER the preferred
COMMENCEMENT DATE for the provision of the TERRASTAR LAND DATA SIGNAL. TERRASTAR shall use reasonable
endeavours to adhere to the stipulated COMMENCEMENT DATE and shall confirm details of ENABLEMENT in the ORDER
ACCEPTANCE. For the avoidance of doubt, in no circumstances shall TERRASTAR GROUP be liable for any delay or the
consequences thereof, arising from any cause whatsoever in the provision of the TERRASTAR LAND DATA SIGNAL.
8.2 TERRASTAR GROUP’S total cumulative liability to the END USER GROUP arising out of or related to the provision or non-provision
of the TERRASTAR LAND DATA SIGNAL under any cause of action whether in tort, contract or otherwise at law and irrespective of
whether this CONTRACT has been terminated for cause (including but not limited to repudiatory breach or fundamental breach) or
otherwise, and notwithstanding the negligence (including gross) or other breach of duty (whether statutory, contractual, strict liability or
otherwise) of TERRASTAR GROUP, shall be limited to the amount paid by the END USER to TERRASTAR for the TERRASTAR
LAND DATA SIGNAL under this CONTRACT in the six calendar month period prior to the date of any such cause of action being
raised.
9 GUARANTEE
9.1 The TERRASTAR COMPATIBLE PRODUCT shall be subject to the terms and conditions of any warranty given to the END USER by
the SUPPLIER in the contract exclusively between the SUPPLIER and the END USER relating to the sale or the hire of the
TERRASTAR COMPATIBLE PRODUCT. TERRASTAR shall not be responsible or liable for and makes no warranties whatsoever
with respect to defects in materials and/or workmanship relating to the TERRASTAR COMPATIBLE PRODUCT. For the avoidance of
doubt, TERRASTAR shall not be liable to the END USER in any way whatsoever as a consequence of any breach by the SUPPLIER
of any warranty given by it to the END USER in relation to the TERRASTAR COMPATIBLE PRODUCT. Where the TERRASTAR
COMPATIBLE PRODUCT is out of commission for any period of time for the purposes of repair under the warranty given to it by the
SUPPLIER, then the provisions incorporated in CLAUSES 4.17 and 4.18 of this CONTRACT shall be applicable in terms of the
ENABLEMENT and DISABLEMENT of the TERRASTAR LAND DATA SIGNAL.
9.2 TERRASTAR guarantees its competence to provide the TERRASTAR LAND DATA SIGNAL in accordance with standard commercial
and industry practice. Subject always to the provisions of CLAUSES 4.7 and/or 4.8, TERRASTAR’S liability for breach of warranty in
respect of the provision of the TERRASTAR LAND DATA SIGNAL, shall be strictly limited to an extension of the duration of this
CONTRACT for that period of time in which the TERRASTAR LAND DATA SIGNAL was defective or non-operational.
9.3 The foregoing warranty shall not apply to defects resulting from improper or inadequate maintenance of the TERRASTAR
COMPATIBLE PRODUCT by the END USER, END USER supplied software for use with the TERRASTAR COMPATIBLE
PRODUCT, unauthorised modifications or misuse, input of incorrect or unstable electrical power, operation outside the operational or
environmental limits specified for the TERRASTAR COMPATIBLE PRODUCT or improper installation or connection to other devices.
9.4 The foregoing is the sole warranty given by TERRASTAR and the sole remedy to be relied on by the END USER in respect of breach
thereof, and all other warranties whether implied in this CONTRACT or by custom or trade or by common law or expressed by statute
are hereby expressly excluded.
10 INTELLECTUAL PROPERTY RIGHTS
10.1 Any TERRASTAR data, patent, copyright, proprietary right or confidential know how, trademark or process is the confidential
proprietary business information of TERRASTAR and the intellectual property rights in such shall remain with TERRASTAR.
11 ASSIGNMENT
11.1 TERRASTAR reserves the right to assign this CONTRACT to any of its AFFILIATES or successors. Such assignment will not relieve
the PARTIES of any of their respective obligations.
© TERRASTAR GNSS LIMITED GLOBAL REVISION 33 AS AT 1 MAY 2017
12 FORCE MAJEURE
12.1 TERRASTAR and its AFFILIATES shall not be liable for any delay or failure to fulfil its obligations under this CONTRACT due to
causes beyond its control such as riot, war, invasion, earthquake, flood, fire, explosion, maritime or aviation disasters, strikes, changes
to any general or local statute, ordinance, decree, or other law or any regulation by law.
13 CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999
13.1 The PARTIES agree that no provision of this CONTRACT will, by virtue of the Contracts (Rights of Third Parties) Act 1999 ("the Act")
confer any benefit on nor be enforceable by any person or organisation which is not a party to this CONTRACT, save for any
indemnity given under the provisions of CLAUSE 5. The indemnity provisions in CLAUSE 5 are intended to be enforceable by any
such party by virtue of the Act.
14 TAXES
Any and all duties and taxes relating to the receipt of and PAYMENT for the TERRASTAR LAND DATA SIGNAL are for the account of
the END USER. The PAYMENT to be made by the END USER shall include any and all duties and taxes arising from receipt of and
PAYMENT for the TERRASTAR LAND DATA SIGNAL. Where END USER is required by law to make any deduction or withholding
from PAYMENT it shall do so and the PAYMENT due from END USER shall be increased to the extent necessary to ensure that after
the making of such deduction or withholding, TERRASTAR receives and retains (free of any liability in respect of such deduction or
withholding) a PAYMENT equal to what it would have received should no such deduction or withholding have been required to be
made. END USER GROUP shall indemnify TERRASTAR GROUP on demand, against any fines, penalties and the like levied against
TERRASTAR GROUP as a result of END USER GROUP’S failure to comply with such law. Rates and prices are exclusive of all
import taxes, customs duties and the like, whether local or otherwise, and END USER GROUP shall reimburse any such charges
levied against TERRASTAR GROUP where applicable.
15 WAIVER AND VALIDITY
15.1 No delay or omission by TERRASTAR to exercise any power or right under this CONTRACT shall impair any such right and power or
be construed as a waiver. If any provision of this CONTRACT shall be found by any court or administrative body of competent
jurisdiction to be invalid or unenforceable, the invalidity or unenforceability shall not affect the other provisions of this CONTRACT and
all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. TERRASTAR and the END USER
agree to attempt to substitute, for any invalid or unenforceable provision, a valid or enforceable provision which achieves to the
greatest possible extent, the economic, legal and commercial objectives of the invalid or unenforceable provision.
16 EXTENSION
16.1 Where END USER requires the TERRASTAR LAND DATA SIGNAL to be provided after the TERMINATION DATE, END USER shall
complete a new ORDER and make further PAYMENT for its extended requirement.
17 LANGUAGE AND JURISDICTION
17.1 This CONTRACT shall be construed and take effect in accordance with English law excluding those conflict of law rules and choice of
law principles which would deem otherwise and shall be subject to the exclusive jurisdiction of the English Courts. The ruling
language of this CONTRACT shall be the English language and this shall be used in all ORDERS, communications, correspondence,
and invoices inter alia.
18 ENTIRE AGREEMENT
18.1 This CONTRACT constitutes the entire agreement between the PARTIES hereto with respect to the provision of the TERRASTAR
LAND DATA SIGNAL.