Starlink terms and conditions

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1. 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.senymaritime.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 Seny 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.senymaritime.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=GR ,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.
2. 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.
3. 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.
4. 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.
5. 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 two percent (2%) 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.
6. 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.
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.
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.
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.
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.
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).
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: Seny Limited
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.
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.
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.
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 law of
England and Wales.
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 referred to and finally resolved by a
single arbitrator in a binding arbitration administered by the International Chamber
of Commerce (“ICC”) in accordance with ICC Rules of Arbitration. The place of
arbitration will be London, U.K. The arbitration language will be English.
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.
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.
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
SENY MARITIME (The "Company")
Trade Compliance Declaration ("Declaration")
To: "Customer"
1. 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.
2. 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,
Cyprus, 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.
3. 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, Cyprus 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.