MASTER SERVICE AGREEMENT
GENERAL TERMS AND CONDITIONS
This Agreement shall remain in effect for 12 (Twelve) months from the Service Start Date (“SSD”)
and shall be automatically renewed thereafter for successive 12 (Twelve) month periods of the Term unless either Party
provides notice to the other Party no later than Sixty (60) days prior to the Service End Date (“SED”), that it does not wish to renew this Agreement.
- COMPLIANCE WITH LAWS
The location and operation of the facilities and INTERSAT’s ability to perform the Services are subject to all applicable laws, regulations, decrees, licenses and authorizations in the CUSTOMER’s country or jurisdiction.
The CUSTOMER shall be solely responsible for and under all circumstances, comply with the operational (including, but not limited to, meeting the costs of such compliance) requirements and all applicable governmental laws, rules and regulations. In the event that there are changes to applicable laws, regulations, rules or orders that materially affect delivery of the Services, the Parties will negotiate appropriate changes to this Agreement.
Unless otherwise specified and mutually agreed to between the Parties, the initial payment for this full-time agreement shall consist of the service fees (“Service Fees”) for the first month of the Services, a non-recurring (onetime) connection charge which shall be due and payable on or before the Service Start Date.
Service Fees are due and payable in advance on or before the 25th (twenty fifth) day of the month preceding the month in which the Services are provided, and all such payments shall be made without offset, withholding or deduction of any kind. Payments not received on the due date shall be subject to interest at rates permitted by the law calculated from the date payment was due up until the date it is deemed received.
CUSTOMER shall pay and indemnify INTERSAT for any taxes, charges, levies, duties, usage or other fees levied or withheld against INTERSAT or the CUSTOMER by any competent authority (governmental or otherwise) arising out of the provision of the Services under this Service Agreement.
CUSTOMER shall be entitled to a credit in the event that the Services or any portion thereof, fails to meet the applicable service specifications (“Outage Credits”). Outage Credits shall be awarded as per the guidelines set forth on the Service Level Agreement (“SLA”) available on www.intersat.ae.
Notwithstanding the above, a Confirmed Outage shall not have occurred for the purposes of calculating an Outage Credit when due to any of the following:
- Failure or non-performance of any Customer provided facilities or equipment;
- Fault, negligent act or failure to act of Customer, its employees or agents;
- Preventive maintenance and/or service expansion as may be necessary to maintain the Services in satisfactory operating condition;
- Force Majeure conditions (as defined herein below);
- Termination of the Agreement in accordance herewith.
- SECURITY DEPOSIT
The CUSTOMER shall pay a Security Deposit equivalent to one month’s Service Fees.
The CUSTOMER shall not be entitled to offset or treat the Deposit as payment towards Rental or any outstanding sums (including termination charges), due to INTERSAT under this Agreement. In the event of any such utilization by INTERSAT of the Deposit, the CUSTOMER shall forthwith replenish the deposit with INTERSAT with an amount as is necessary to maintain the agreed level of the Security Deposit
- PERMITTED USE
All Services are provided for the Customer’s own use. In no event shall Customer be permitted to resell the Services, in whole or in part, to any other person or entity, except where mutually agreed to between the Parties in advance in writing. The Customer, in providing the Services to the end user shall ensure that it is appropriately licensed to sell the Services to the end user and shall only provide such Services to end user(s) where it has procured that the end user(s) shall use it for lawful purposes and in compliance with any and all applicable laws, rules, regulations and/or restrictions including, inter alia, patent, copyright, trademark, anti-terror (security) laws, obscenity and defamation laws and in compliance with all operational requirements.
- SUSPENSION AND TERMINATION
INTERSAT may immediately terminate this Agreement “for cause” upon notice to the CUSTOMER if:
In the event that INTERSAT terminates the Services for any of the reasons set forth in this clause, in addition to all of INTERSAT’s remedies at law or in equity, INTERSAT may declare immediately due and payable a “Termination Fee” to be calculated as equivalent to the remaining Service-fees as per Service Term specified.
For avoidance of doubt, should the CUSTOMER request for an early termination of Services “without cause”, a “Termination Fee” equivalent to remaining payable Service-fees shall be payable immediately unless otherwise superseded by any CUSTOMER Termination clause in this Agreement.
The CUSTOMER may immediately terminate this Agreement “for cause” upon notice to INTERSAT if:
- the CUSTOMER fails to pay any amount under this Agreement. When service is totally or partially suspended then the CUSTOMER will continue to pay for the service since INTERSAT continues to pay the satellite operator during the period in question.
- the CUSTOMER fails to pay any amount due under this Agreement and such amount remains unpaid within Thirty (30) days after the date INTERSAT gives notice of such non-payment.
- the CUSTOMER fails to cease any other activity in violation of its obligations under the terms of this Agreement with INTERSAT within thirty (30) days after receiving notice from INTERSAT for such breach.
Neither Party shall have any further rights, obligations or liability to the other Party under this Agreement in the event of termination or expiration of the same, except for any rights, obligations or liabilities:
- INTERSAT or any of its associate company is in convention of international laws or country specific laws and/or regulatory policy in the country/s where the CUSTOMER operates and fails to adequately address the matter/s within a maximum of 30 days from receipt of notice.
- INTERSAT fails to deliver on any of its responsibilities in terms of this agreement, more specifically on delivering the contracted services within the defined parameters.
The CUSTOMER shall cease use of all Services immediately upon the expiration or termination of this Agreement; if the CUSTOMER fails to cease use of the Services immediately upon the expiration or termination of this Agreement, the CUSTOMER shall pay pro rata basis, service fee to INTERSAT until the CUSTOMER’s use ceases.
- Arising prior to such termination or expiration;
- Arising as a result of such termination or expiration;
- Described in this Agreement as surviving such termination or expiration;
- That logically would be expected to survive termination or expiration.
- SCHEDULED-MAINTENANCE/PREEMPTIVE RIGHTS
Where scheduled maintenance requires interruption to the Services, INTERSAT will provide the CUSTOMER with Ten (10) days prior written notice and work with the CUSTOMER to minimize such interruptions and use commercially reasonable efforts to perform such maintenance outside the CUSTOMERs normal business hours.
A shorter notice period may apply in case of emergency maintenance requirements. The CUSTOMER recognizes that it may be necessary, in the event of unusual or abnormal technical situations, for INTERSAT to deliberately preempt or interrupt the CUSTOMER’s use of the Services. INTERSAT shall make such decisions in its sole discretion. To the extent technically possible, INTERSAT shall give the CUSTOMER twenty-four (24) hours’ notice of such preemption or interruption and will use all reasonable efforts to schedule and conduct its activities during periods of such preemption or interruption, so as to minimize service disruption to the CUSTOMER.
- FORCE MAJEURE
Neither Party shall lose any rights hereunder or be liable to the other party for damages or losses, on account of failure of performance by the defaulting party if the failure is the result of an Act of God (e.g., fire, flood, inclement weather, epidemic, or earthquake); war or act of terrorism, including chemical or biological warfare, embargo; governmental acts, orders, or restrictions; and the defaulting party has exercised all reasonable efforts to avoid or remedy such force majeure. The defaulting Party must provide written notice of the force majeure event to the remaining Party within seven (7) business days of such event.
- DATA PROTECTION
During the performance of this Agreement, it may be necessary for INTERSAT to process and store billing, utilization and other data necessary for the operation of the Services and for the performance of its obligations under this Agreement.
The CUSTOMER hereby agrees that nothing in this Agreement will prevent INTERSAT carrying out any data processing operations (including but not limited to the retention and disclosure of data) in order for INTERSAT to comply with applicable laws or regulatory obligations as may be required from time to time.
- LIABILITY AND INDEMNIFICATION
Each party shall indemnify the other against all actions, suits, claims, demands, costs, charges and expenses arising in connection therewith from the negligence, infringement of intellectual or legal rights or breach of statutory duty of the other’s performance, under or breach of this agreement, including their subcontractors, agents or servants.
INTERSAT expressly excludes and disclaims any and all express, implied and statutory warranties, including but not limited to warranties of merchantability or fitness for a particular purpose or use.
The Parties agree that they may transfer any of its rights, interests and obligations in this Agreement. The Parties hereby agree that if one Party does transfer such rights, interests and obligations, it shall perform all of its obligations directly for the benefit of the transferee and shall execute and deliver such documentation related to such transfer as each Party or the transferee reasonably requires.
Subject to the foregoing provisions, this Agreement shall inure to the benefit of any successors, transferees and assignees of the Parties, provided that no transfer shall relieve either INTERSAT or the CUSTOMER of its obligations to each other. Any purported transfer not in compliance with the provisions of this Agreement shall be null and void.
INTERSAT and the CUSTOMER shall hold in confidence the information contained in or exchanged in connection with this Agreement. Notwithstanding the foregoing, disclosure is permitted on a confidential and need to know basis by the CUSTOMER to its affiliates, principals, attorneys, auditors, investors, lenders, insurance agents and actual successors in interest.
If any provisions in this Agreement or any documents executed in connections with this Agreement shall be invalid, illegal or unenforceable in any respect under applicable law, then the validity, legality and enforceability of the remaining provisions contained in this Agreement or such other documents shall not in any way be affected or impaired and the invalid provision shall be replaced by a valid provision upon mutual agreement by the Parties.
This Agreement may be executed in several counterparts each of which shall be deemed an original, and all such counterparts shall constitute one and the same instrument.
- GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of the United Arab Emirates. Any dispute(s) arising out of this Agreement, shall be subject to resolution by arbitration in accordance with the rules of the Dubai International Arbitration Centre (DIAC) and shall be final and binding on both parties.
Notices to INTERSAT shall be sent by courier or email to:
Intersat Communication Services FZCO,
Dubai Silicon Oasis HQ,
Suite: E-102-1, 1st Floor,
Emirates Road, Dubai, UAE
Email : email@example.com
- ENTIRE AGREEMENT
This Agreement and the SLA executed by the Parties constitute an entire agreement between the Parties for INTERSAT to provide and CUSTOMER to accept and pay for the Services for the term of this Agreement. This Agreement supersedes all previous understandings, commitments or representations concerning the subject matter. This Agreement and the SLA may not be amended or modified in any way and none of their provisions may be waived except in a document signed by an authorized representative of each Party.