The following terms and conditions (“Terms and Conditions”) apply to individuals and entities (“Customers”) using any services or equipment provided by SkyNet Satellite Communications Pty Ltd, SkyNet Satellite Communications Inc., SkyNet Aviation and /or any affiliated entity (“SkyNet”), which services shall include but not be limited to SkyNet REACH Aero or other Web portal; services, satellite, cellular and Automatic Dependant Surveillance Broadcast (“ADS-B”) services (including but not limited to Inmarsat, Iridium and GlobalStar services).
The “Terms of Service” is comprised of the following documents:
(i) the Service Details including Special Conditions;
(ii) the Quotation attached as Appendix 1 to the Terms & Conditions;
(iii) where the Order Details or Quotation specify that the Services include ADS-B Service, the terms and conditions in Appendix 2 to the Terms & Conditions;
(iv) where the Order Details or Quotation specify that the Services include SkyNet REACH LASAW Service, the terms and conditions in Appendix 3 to the Terms & Conditions, and
(v) the Terms & Conditions.
In the event of a conflict between the provisions in any document forming part of the Terms of Service, the provisions will be interpreted in the order of precedence set out above.
1. Provision of Services and Equipment by SkyNet
(A) SkyNet shall provide to Customers those services (“Services”) or equipment (“Equipment”) identified by the Customer in the Terms of Service. The Terms of Service commences on the date of SkyNet’s acceptance of Customer’s order (“Acceptance Date”). All orders are subject to SkyNet’s receipt and approval of a completed Subscriber Terms of Service from Customer, which may be approved or disapproved in SkyNet's sole discretion. Customer and SkyNet expressly disclaim the applicability of the United Nation’s Convention on the International Sale of Goods with respect to transactions described herein.
(B) In the event that Customer desires to permanently deactivate or temporarily suspend Services, Customer will notify SkyNet of the same in writing, and SkyNet will promptly acknowledge receipt of such request and terminate or suspend the Services. All Such requests must be sent to: (Email): email@example.com. There will be no pro-rata refunds in connection with such deactivation or suspension. Notwithstanding any termination or suspension, Customer will remain liable for all charges for the Services and Equipment, including, but not limited to, airtime, lease equipment and monthly access fees up to and including the last day of the Service Plan. Refer Section 6(B) for early termination charges.
2. Ordering Services and /or Equipment
Orders may be submitted to SkyNet either through a SkyNet authorised dealer or by contacting SkyNet directly via e-mail at firstname.lastname@example.org. Orders are subject to SkyNet’s acceptance in its sole discretion. No purchase order or other document shall be construed to modify, amend or supplement the provisions in the Terms of Service. Customer agrees that a purchase order submitted and /or confirmed by electronic means is valid and enforceable, and waives any claim challenging the enforceability of any such purchase order on such basis. Customer is required to complete all applicable paperwork for the Services or Equipment to be provided by SkyNet. Customer hereby authorises SkyNet or its representative to obtain information about Customer’s credit history from credit reporting agencies at any time. Customer understands that a credit inquiry could adversely affect its credit rating. Customer authorises SkyNet to report Customer’s payment record to credit-reporting agencies.
3. Billing and Payment
(A) Services. SkyNet will bill and Customer must pay SkyNet for the services provided by SkyNet and for all applicable federal, state, local and other taxes which may be levied in connection with the Services.
(B) Equipment. Invoices for Equipment will be sent on or prior to the date of shipment and shall include all applicable federal, state, local and other taxes that may be levied in connection with the Equipment.
(C) Payment Terms. Customer must pay Equipment invoices prior to delivery, and Services invoices within fourteen (14) days after the date of invoice. Overdue payments shall be subject to an interest charge of the lesser of either one and one-half percent (1.5%) per month or the highest rate permitted by law. Customer must pay for any and all collection or litigation expense, including reasonable legal fees and costs, incurred by SkyNet in collecting any late payments or late payment fees.
(D) SkyNet may require Customer to provide a third party guarantee, deposit, letter of credit, or other credit facility deemed necessary by SkyNet, in its sole discretion, to provide adequate assurance of payment. The provision of such third party guarantee, deposit, letter of credit, or other credit facility does not relieve Customer of its payment obligations specified herein.(E) All charges will be in accordance with SkyNet’s then current charges as provided to Customer for the applicable Service or Equipment. SkyNet reserves the right to revise such charges from time to time, with 30 days written notice.
(F) Customer acknowledges that if SkyNet provides the services of a third party service provider to Customer, and (i) invoices customer, and / or (ii) receives or processes payments from Customer, for such services on behalf of such third party service provider, SkyNet will charge to customer, and Customer agrees to pay in connection with such services, the amount charged by such third party service provider therefore, plus an administrative fee.
(G) Customer acknowledges its responsibility to provide and pay for all equipment and services required to connect Customer-provided Equipment to the Services or Equipment.
(H) Customer will notify SkyNet in writing of any disputes or disagreements with invoiced charges within fourteen (14) days after the date of invoice. Thereafter, Customer shall be deemed to have waived its right to dispute charges. All disputed amounts resolved in Customer’s favour will be credited against amounts owing on subsequent invoices.
4. Sale of Equipment
(A) Title/ Delivery/ Freight Charges/ Risk of Loss: Title and Risk of Loss in the Equipment shall transfer to Customer at the time the Equipment has been tendered to the carrier of transport to Customer. Customer must pay any transportation costs incurred by SkyNet to ship the Equipment to Customer’s designated location, unless otherwise agreed in writing prior to shipment. Any additional delivery terms for Equipment shall be mutually agreed to by SkyNet and Customer. SkyNet shall use commercially reasonable efforts to comply with the delivery terms requested by Customer. In no event shall SkyNet have any liability in connection with any shipment of Equipment, nor shall the carrier be deemed to be an agent of SkyNet.
(B) Partial Shipments: Customer agrees to accept partial shipments unless otherwise specified in writing in advance. In the event that ordered Equipment is not available, SkyNet will maintain a backorder list compiled by date. As backordered Equipment is received, SkyNet will fill orders based on age of order, Customer is responsible for shipping charges for each partial shipment.
(C) Inspection & Acceptance: Customer may inspect or test the Equipment that has been tendered for acceptance. Unless Customer notifies SkyNet in writing of the existence of any defects in the Equipment within fourteen (14) days after receipt, such Equipment shall be deemed to be accepted.
(D) Warranty: SkyNet warrants that title to all Equipment delivered to Customer under these Terms and Conditions shall be free and clear of all liens, encumbrances, or security interests. EXCEPT FOR THE FOREGOING OR PURSUANT TO ANY WRITTEN WARRANTIES THAT MAY BE PROVIDED BY THE MANUFACTURER OF EQUIPMENT PROVIDED BY SKYNET (WHICH WARRANTIES ARE SOLELY THOSE OF THE MANUFACTURER, AND WHICH SKYNET DOES NOT JOIN IN MAKING), AND TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND EQUIPMENT ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OF ANY KIND. SKYNET MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, CONCERNING SERVICES OR EQUIPMENT. SKYNET DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE SERVICE, NOR THAT THE COMMUNICATIONS UTILISING THE SERVICES OR THE EQUIPMENT WILL BE PRIVATE OR SECURE.
5. Operating Procedures
Customers must follow the procedures (“Procedures”) established by the entities that supply the Services and Equipment to SkyNet (“Suppliers”) and such Procedures may be provided to Customer upon reasonable request to SkyNet. Customer acknowledges that the Procedures may be modified from time to time by Suppliers. SkyNet shall not be liable for Customer’s use of the Services or Equipment in a manner inconsistent with the Procedures provided by Suppliers.
6. Service Specific Terms & Conditions
(A) Inmarsat Services: Inmarsat terminals and Services may not be used in the United States unless the Customer has so indicated on its Inmarsat Subscriber Application and Services Agreement.
(B) Services Agreement & Termination: THE CUSTOMER ACKNOWLEDGES THAT SKYNET SERVICES AND EQUIPMENT REQUIRE A MINIMUM SERVICE TERM TO WHICH THE CUSTOMER HAS AGREED, BY SIGNING THE TERMS OF SERVICE – SERVICE DETAILS FORM ON COMPLETION OF THE MINIMUM SERVICE TERM THE CUSTOMER AGREES THAT THE SERVICES WILL AUTOMATICALLY RENEW FOR AN ADDITIONAL TWELVE MONTH TERM AND AFTER EACH EXPIRING TWELVE MONTH ANNIVERSARY EXCEPT WHERE THE CUSTOMER HAS NOTIFIED SKYNET SATELLITE COMMUNICATIONS ADVISING OF INTENT TO CANCEL ALL OR PART OF THE SERVICES 90 DAYS PRIOR TO THE NEXT ANNIVERSARY DATE. TERMINATION PRIOR TO THE EXPIRATION OF THE MINIMUM SERVICE TERM WILL RESULT IN A ONE TIME EARLY TERMINATION CHARGE (“EARLY TERMINATION CHARGE”) EQUAL TO THE MONTHLY SERVICE FEE MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE MINIMUM SERVICE TERM. A CANCELLATION WITHIN AN AUTOMATICALLY RENEWED TERM WILL BE GOVERNED BY THE CONDITIONS OF THE EARLY TERMINATION CHARGE GUIDELINES FOR THE REMAINDER OF THAT TWELVE MONTH TERM. CUSTOMER AGREES TO PAY ANY AND ALL CHARGES FOR USE OF THE SERVICES AND THE EQUIPMENT REGARDLESS OF THE DATE INVOICED FOR SUCH CHARGES, AND EVEN IF INVOICED AFTER TERMINATION OR SUSPENSION OF SERVICES, AS LONG AS SUCH CHARGES ARE OTHERWISE VALID HEREUNDER.
(C) DTN Weather
WARRANTY, LIMITATION OF LIABILITY, AND INDEMNIFICATION
(i) WARRANTY. It is understood and agreed that any DTN Services provided to SKYNET by DTN pursuant to the Terms of Service are only advisory in nature. As in the case of similar products or services provided by the meteorological consulting industry, such products or services are in part based on data provided by third parties, including the U.S. National Weather Service.
Therefore, SkyNet and DTN cannot and do not warrant or assume responsibility for the accuracy of the DTN Services, and such services may be updated or modified at DTN’s sole discretion. SkyNet and DTN assume no responsibility for the correctness or accuracy of the same, except to the extent such inaccuracies are caused by the gross negligence or wilful misconduct of DTN. SkyNet and DTN must not be liable for any damages or penalties for delay in delivery or use of DTN Services, or for failure to give notice of delay, when such delay is due to any cause or condition outside of DTN’ direct control, including, but not limited to: (i) acts of God, civil or military authority; (ii) actions or inactions of any governmental entity (foreign or domestic) or its agencies and departments, the U.S. National Weather Service, or the National Oceanic and Atmospheric Administration; (iii) acts of a public enemy; (iv) suspension, interruption, or unavailability of data communicated to DTN from any governmental or private sources; or (v) accidents, fires, explosions, earthquakes, floods, energy shortages, other elements of nature. The scheduled delivery or performance date must be extended by a period of time equal to the time lost because of any such delay.
(ii) DISCLAIMER, LIMITATION OF LIABILITY, AND INDEMNIFICATION. EXCEPT TO THE EXTENT SET FORTH IN THE WARRANTY SECTION ABOVE, SKYNET AND DTN MAKE NO OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE DTN SERVICES, SOFTWARE, OR INFORMATION TO BE PROVIDED UNDER THE TERMS OF SERVICE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SKYNET AND DTN MAKE NO WARRANTY AS TO THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE DTN SERVICES, SOFTWARE, OR INFORMATION FURNISHED UNDER THE TERMS OF SERVICE FOR ANY PARTICULAR USE OR PURPOSE. SKYNET AND DTN WILL NOT BE LIABLE IN ANY EVENT FOR ANY LOSS, LIABILITY, DAMAGE OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF SERVICE OR ITS PERFORMANCE OR NON-PERFORMANCE BY DTN, UNLESS SUCH LOSS, LIABILITY, DAMAGE OR EXPENSE MUST BE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF DTN. SKYNET AND DTN WILL NOT BE LIABLE IN ANY EVENT FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFIT OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF THE DTN SERVICES HEREUNDER. SUBSCRIBER ACKNOWLEDGES THAT ITS EXCLUSIVE REMEDY IN THE EVENT OF ANY MATERIAL AND CONTINUING NON-CONFORMITY, DEFECT OR ERROR IN THE PROVISION OF THE DTN SERVICES, MUST BE FOR DTN TO TAKE REASONABLE CORRECTIVE ACTIONS UPON DISCOVERY OF THE PROBLEM. SKYNET AND DTN DO NOT WARRANT THAT THE DTN SERVICES WILL BE UNINTERRUPTED. SUBSCRIBER WILL INDEMNIFY AND HOLD HARMLESS SKYNET AND DTN AND ITS SUPPLIERS FROM ANY CLAIM (NOT EXCLUDING THE RIGHT OF DTN OR ITS SUPPLIERS TO PARTICIPATE) DUE TO SUBSCRIBERS BREACH OF ANY PROVISION UNDER THE TERMS OF SERVICE, OR DUE TO ANY DELAY, INACCURACIES, ERRORS, OR OMISSIONS OF DTN SERVICES, SOFTWARE, OR INFORMATION PROVIDED BY DTN, AND MUST PAY FOR ALL EXPENSES AND ATTORNEY’S FEES RELATING TO SUCH CLAIM. IN NO EVENT WILL SKYNET AND DTN’S CUMULATIVE LIABILITY EXCEED THE TOTAL FEES PAID TO SKYNET BY THE CUSTOMER FOR THE DTN SERVICES.
7. Service Availability
The Services are provided on an “on-demand’ basis and are subject to the availability of capacity on the applicable satellite, cellular or ADS-B network. Services may be temporarily unavailable or limited because of capacity limitations, network equipment failures, distress or other emergency pre-emption or circumstances beyond the control of SkyNet, or a Supplier’s network availability may be temporarily interrupted or curtailed due to modifications, upgrades, repairs or similar activities. Customer agrees that SkyNet will not be liable for unavailability or malfunction of Supplier’s networks or SkyNet delivery systems.
8. Conditions of Other Contracts
The obligations of SkyNet and the terms of service and sale under these Terms of Service are subject to the terms of the agreements under which SkyNet purchases the Services and Equipment from Suppliers (each an “Other Contract”). To the extent fulfilment of any obligation under the Terms of Service is not permissible or possible under an Other Contract, The Other Contract shall prevail and such obligation shall be suspended or modified to the extent required by the Other Contract. SkyNet represents and warrants that it is not presently aware of any material respect in which these Terms and Conditions are inconsistent with an Other Contract.
9. Abuse/ Fraudulent Use of Services and Equipment
(A) Customer shall not use the Services or Equipment in an abusive or fraudulent manner, which shall include, but not be limited to the following:
(i) accessing or attempting to access Services by using an unauthorised device or by tampering with or altering Equipment;
(ii) obtaining or attempting to obtain permission to use Services or Equipment by providing false or misleading information;
(iii) obtaining Services or Equipment without having the intent to pay charges incurred;
(iv) intentionally interfering with or causing disruption in the provision of Services or Equipment to other Customers;
(v) using Services or Equipment to engage in or further criminal activity;
(vi) using Services or Equipment to make obscene or illegal communications, to impersonate another person with fraudulent or malicious intent or to call another person so frequently or at such times of day or in any other manner with intended effect of annoying, threatening or harassing such other persons; or
(vii) using Services or Equipment in a manner that interferes unreasonably with the use of Services or Equipment by one or more other Customers.
(B) SkyNet reserves the right to terminate use of the Services of any Customer engaging in abusive or Fraudulent use of the Services or Equipment provided.
10. Default & Termination of Services
(A) SkyNet may limit, suspend or terminate the Services without notice for any reason, including, without limitation, the occurrence or happening of any one or more of the following events, each of which shall constitute an event of default:
(i) use of the Services or Equipment in any manner or for any purpose contrary to law;
(ii) abuse or fraudulent use of the Services and /or Equipment;
(iii) failure to make any payments due as invoiced;
(iv) discovery by SkyNet that any representation or warranty made by Customer in any document furnished by Customer to SkyNet is incorrect;
(v) breach or violation of any of the Terms of Service by the Customer; or
(vi) commencement of any proceeding, whether voluntarily or involuntarily, relating to the Customer under any law relating to insolvency, bankruptcy or the protection of creditors’ rights generally.
(B) In the event of default, SkyNet may, as its sole option and without in any way limiting any other rights and remedies it may have, immediately terminate Customer’s Service without notice. SkyNet will bill Customer and Customer must pay SkyNet, in accordance with Section 3, for all outstanding charges accrued up to and outstanding on the date of such termination. In all such cases, SkyNet shall incur no liability whatsoever. Customer shall be liable for all costs and expenses incurred by SkyNet due to default by a Customer, including but not limited to attorney’s fees and legal costs.
(C) SkyNet may also terminate Services in the event that an Other Contract for purchase of Service and /or Equipment expires or is terminated, provided that termination of the Services shall only be with respect to the specific service previously provided pursuant to such Other Contract.
11. Indemnity and Limitation of Liability
(AA) Australian Consumer Law guarantees – SkyNet’s Services may come with guarantees that cannot be excluded under the Australian Consumer Law. The following provisions will apply only to the extent that SkyNet offers to the Customer a warranty against defects (if any), and the Australian Consumer Law applies to SkyNet’s supply of goods or services under these Terms and Conditions.
(i) SkyNet’s goods and services come with guarantees that cannot be excluded under the Australian Consumer Law.
(ii) For major failures with the goods or services, the Customer is entitled: (a) to cancel these Terms and Conditions with SkyNet; and (b) to a refund for the unused portion of, or compensation for its reduced value.
(iii) The Customer is also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, the Customer is entitled to have problems with the goods or services rectified in a reasonable time and, if this is not done, to cancel the agreement under these Terms and Conditions and obtain a refund for the unused portion of the goods or services.
(A) SKYNET SHALL NOT BE LIABLE TO CUSTOMER, ANY USER, OR OTHER PERSON FOR:
(i) INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST BUSINESS, OPPORTUNITIES, GOODWILL AND /OR PROFITS), SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF NOTICE WAS GIVEN OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE;
(ii) ANY ACTS OR OMISSIONS OF A TELECOMMUNICATIONS CARRIER UNAFFILIATED WITH SKYNET WHOSE FACILITIES, EQUIPMENT OR SERVICES ARE USED IN PROVIDING THE SERVICES;
(iii) ANY ACTS OR OMISSIONS OF A THIRD PARTY MANUFACTUREER OF EQUIPMMENT;
(iv) ANY CLAIMS OF DEFAMATION, INVASION OF PRIVACY, SLANDER, LIBEL, HARASSMENT OR COPYRIGHT INFRINGEMENT ARISING FROM MATERIAL TRANSMITTED OR RECEIVED HEREUNDER; OR
(v) INFRINGEMENT OF PATENTS OR OTHER INTELLECTUAL PROPERTY ARISING FROM USE OF THE SERVICES OR EQUIPMENT OR THE USE OF THE SERVICES OR EQUIPMENT.
(B) IN ADDITION, CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICES PROVIDED BY SKYNET DO NOT AND ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY TRANSMISSIONS TO ANY TYPE TO OR FROM HOSPITALS, LAW ENFORCEMENT AGENCIES, MEDICAL CARE UNITS OR ANY TYPE OF EMERGENCY SERVICES OF ANY KIND, AND THAT SKYNET IS NOT LIABLE IN ANY MANNER FOR SUCH TRANSMISSIONS, IN THE EVENT THAT ANOTHER USER USES CUSTOMER’S ACCOUNT, CUSTOMER IS RESPONSIBLE TO INFORM SUCH USER OF THESE RESTRICTIONS.
(C) CUSTOMER AGREES THAT NEITHER SKYNET, SKYNET’S SUPPLIERS NOR ANY OF THEIR RESPECTIVE AFFILIATES, RESELLERS OR AGENTS SHALL BE LIABLE ON ANY BASIS WHATSOEVER (INCLUDING IN CONTRACT AND IN TORT) TO CUSTOMER OR CUSTOMER’S CUSTOMERS FOR ANY LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH:
(i) ANY UNAVAILIBILITY, DELAY, INTERRUPTION, DISRUPTION OR DEGRADATION IN OR OF THE SPACE SEGMENT OR OF ANY TELECOMMUNICATIONS CARRIED ON IN THE SPACE SEGMENT, REGARDLESS OF CAUSE INCLUDING, BUT WITHOUT LIMITATION, EQUIPMENT FAILURE OR MALFUNCTION;
(ii) THE SUSPENSION BY SKYNET OR SKYNET’S SUPPLIERS OF THE MOBILE EARTH STATION’S AUTHORISATION TO USE SERVICES PROVIDED BY SKYNET OR SKYNET’S SUPPLIERS, DUE TO ANY CAUSE WHATSOEVER; OR
(iii) ANY SERVICE OUTAGE OR DEGRADATION IN A SUPPLIER’S NETWORK DUE TO SATELLITE MALFUNCTION OR ANY OTHER CAUSE.
(D) NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, IN THE EVENT THAT SKYNET IS HELD TO BE LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER UNDER, OR IN CONNECTION WITH THE TERMS OF SERVICE, IN NO EVENT SHALL SKYNET’S TOTAL LIABILITY WITH RESPECT TO SUCH LOSS OR DAMAGE EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT ACTUALLY PAID TO SKYNET BY CUSTOMER UNDER THE TERMS OF SERVICE FOR THE APPLICABLE SERVICES AND /OR EQUIPMENT TO WHICH SUCH LIABILITY RELATES DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
(E) CUSTOMER MUST DEFEND, INDEMNIFY AND HOLD SKYNET AND ITS OFFICERS, EMPLOYEES, SUPPLIERS AND AGENTS HARMLESS FROM AND AGAINST ALL CLAIMS, ACTIONS, LOSSES, COSTS AND DAMAGES BROUGHT OR SUFFERED BY THIRD PARTIES ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES AND EQUIPMENT BY CUSTOMER.
(F) EXCEPT TO THE EXTENT PROHIBITED BY LAW, ALL CLAIMS AGAINST SKYNET ARISING IN CONNECTION WITH THE SERVICES OR THE EQUIPMENT MUST BE BROUGHT WITHIN 1 YEAR OF THE DATE THE CLAIM ARISES.
12. Confidential Information/ Privacy and Data protection
Each party will comply fully with all applicable privacy and data protection laws and regulations, and will provide such assistance to the other party as is reasonably necessary to assist the other party in complying with such laws and regulations. Customer will indemnify SkyNet against claims by third parties resulting from Customer’s inadequate observance of the provisions of this Section.
All notices, requests, demands and other communications hereunder shall be effective upon delivery. Such notices shall be in writing and shall be sent by facsimile, email, nationally recognised overnight courier or delivered in person, addressed as follows:
For Customer Service and Billing Inquires:
Accounts, PO Box 63 Hamilton, Brisbane, AUSTRALIA 4007
T: +61 7 3860 5511
14. Applicable Law
The Terms of Service shall be governed by the laws of the State of Queensland, Australia, excluding its conflicts of laws provision. Customer agrees to abide by all of the regulations in effect in countries where the Services or Equipment may be used, including licensing requirements. SkyNet shall not be held responsible for any operational restrictions, customer, license or permit fees required for operation in the destination country. In addition, Skynet shall have no responsibility for fines associated with equipment seizure nor for legal ramifications of using Equipment in countries where it is prohibited. Customer is advised to contact the embassy or trade office of the destination country prior to entry into that country. Customer agrees to comply with relevant export and import laws in Australia and United States of America and other countries to ensure the Equipment is not transferred in violation of such laws and to obtain any required export/ import licenses or authorisations.
SkyNet may, without the consent of Customer, (a) assign its right to receive payment hereunder to a third party and (b) assign its rights and obligations hereunder to a corporation, partnership or other business enterprise in which SkyNet has directly or indirectly, an ownership interest. Customer shall not assign its rights and obligations hereunder without the prior written consent of SkyNet. The Terms of Service shall inure to the benefit of, and shall be binding on Customer’s and SkyNet’s respective successors and permitted assigns.
16. Force Majeure
SkyNet shall not be liable for any loss or failure of performance hereunder due to causes beyond its reasonable control (“Force Majeure”), including, without limitation, acts of God, fire, explosion, satellite failure, vandalism, cable cut, storm or other catastrophes, national emergency, insurrections, riots, wars or strikes, lock-outs, work stoppages or other labour disputes or any law, order, regulation, direction, action or request of any government or authority or instrumentality thereof. SkyNet’s obligation to perform shall be suspended for the duration of a period of Force Majeure and shall resume as soon as reasonably possible, upon the cessation of the event of Force Majeure.
17. Waiver of Compliance
The waiver or the failure of SkyNet to enforce any of the provisions of the Terms of Service or to exercise any right or privilege hereunder, shall not be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any provisions, rights or privileges hereunder.
18. Entire agreement
The Terms of Service constitutes the entire agreement between SkyNet and Customer relating to the subject matter hereof and supersedes all prior agreements between the parties with respect to such subject matter. There are no other oral or implied agreements, warranties or understandings between SkyNet and Customer with respect to such subject matter.
If any provision of the Terms of Service is declared invalid, illegal or unenforceable by a court or regulatory agency of competent jurisdiction, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. In the event that any such provision is be declared invalid, illegal or unenforceable due to its scope, breadth or duration, then it will be modified to the scope, breadth or duration permitted by law and will continue to be fully enforceable as so modified.
20. Fee review; Variation
(A) Except in relation to a fee review under subsection (B), an amendment or variation to this agreement is not effective unless it is in writing and signed by the parties.
(B) Customer acknowledges and agrees that, after the expiry of the first 12 months of the Initial Service Plan period, SkyNet may review and amend the fees payable for the Services not more than once in any 12 month period by giving written notice to Customer. The reviewed fees will take effect on the date specified in SkyNet’s written notice to the Customer or if none specified, then 30 days from the date of SkyNet’s written notice to the Customer.
SkyNet Commercial ADS-B | Appendix 2
(A) Service Description - SkyNet Commercial - Automatic Dependant Surveillance Broadcast (ADS-B) service is a fully integrated technology with SkyNet REACH Aero web portal service. Offering high speed position reporting for supplemental or primary tracking position updates up to once per second where aircraft are fitted with serviceable ADS-B Out equipment and within available coverage areas.
Service Summary - The SkyNet Commercial ADS-B network is provided as a ground based terrestrial service and is very robust and reliable, although may include minor service interruptions from time to time depending on quality of remote sites mains power and data service availability to transfer data ie. Infrequent loss of Internet service or Power supply to receivers from which may preclude data being received by SkyNet for use in the Customer’s service in a timely manner. SkyNet recommends overlapping coverage to mitigate any minor loss of individual site connections. SkyNet Commercial ADS-B may be used in conjunction with a Customer’s current aircraft Satellite tracking solution providing a Hybrid dual source of available tracking data and offers increased tracking redundancy. Aircraft altitude is an important consideration to the available range of the ADS-B service and where terrain or other physical features may preclude extended coverage in some instances.
(B) Equipment Lease - SkyNet will supply the Customer with an agreed number of ADS-B receiver kits at an agreed once off perpetual Lease cost per unit. Additional ADS-B Receivers will also be available as required for custom coverage; SkyNet will supply ADS-B receivers at an agreed price per receiver on a perpetual lease basis until expiration or cancellation of the ADS-B Service or the Terms of Service (as applicable) by either party. If a fault is detected in an ADS-B receiver, SkyNet will repair or replace the unit on a 'return to base basis' . The Customer must pay the costs of freight and handling to SkyNet’s designated repair address in Australia or other advised location.
(C) Customer obligations - The Customer will be responsible and must provide to the ADS-B receiver an Internet service for the purpose of transmitting the flight data to SkyNet via either; 3/4G Cellular data or Ethernet network for each receiver and sufficient capacity for data transfer to SkyNet, unless SkyNet has agreed to provide this service. The Customer will provide reliable 240/110VAC power to the ADS-B receivers and will be responsible for installation of equipment from SkyNet. SkyNet will provide suitable instructions for equipment installation. The Customer will be responsible for the site location and all work performed and ensure all work safe practices are adhered to for the installation site. SkyNet will not accept any legal liability for negligence, personal injury or property damage caused by the Customer’s installation or lack of adherence to any government, council or regulatory authority for the competent installation of any equipment. The Customer will be responsible for any physical loss or damage by accident or wilful damage to the equipment or any property to a maximum limit of the replacement cost of each ADS-B receiver.
(D) Termination of ADS-B Services - ADS-B Service cancellation by the Customer will require a notice period in writing of 90 days prior to cancellation effect. Within 30 days following service termination, the Customer must deliver the ADS-B equipment to SkyNet in good working order (fair wear and tear accepted) at its own expense. Failure to return the Leased ADS B receivers within 30 days of service termination will incur an additional service charge equal to the original once off equipment Lease amount per device not returned.
(E) Disclaimer of Warranties - SkyNet will use its best efforts to provide accurate data. However, except as otherwise provided herein, the data provided under the Terms of Service is provided on an “as is” basis. Except as otherwise provided herein, neither SkyNet, its research partners, licensors, nor data providers make any warranty, either implied or express, of merchantability or fitness for a particular purpose, including, but not limited to, the accuracy, timeliness, completeness, reliability, or availability of SkyNet data, applications, or services accessible through or made available by SkyNet. Customer acknowledges that SkyNet receives data from multiple sources it may or may not control, and that, except as otherwise provided herein, data integrity/accuracy cannot be guaranteed.
(F) Indemnity - To the extent allowed by law, Customer will indemnify, defend and hold harmless SkyNet from all liabilities, claims, demands, costs, judgements, damages, losses and expenses relating to any claim brought by a third party arising out of or in connection with Customer’s use of the data in a manner not in conformance with the Terms of Service or if the Services infringe or misappropriate any patent or copyright of such third parties (each, an “Infringement Claim”). In the event of any such Infringement Claim, SkyNet may, at its option: (A) obtain a license to permit Customer the ability to continue using the Services; (B) modify or replace the relevant portion(s) of the Services with a non-infringing alternative having substantially equivalent performance within a reasonable period of time; or (C) terminate this Terms of Service by providing notice to Customer, and provide Customer with a refund of any prepaid, unearned fees. In no event will either party be liable to the other party or any third party for any indirect, consequential, incidental, special or punitive damages, arising from Customer’s use of the data or under the Terms of Service.
SkyNet REACH Landing Approach Surveillance and Warning (LASAW) | Appendix 3
(A) Service Description - SkyNet REACH LASAW service offers an early warning system when planes or helicopters make scheduled or unscheduled approaches to aerodromes and helipads. SkyNet REACH LASAW continuously protects against potential incidents when an aircraft is preparing to land on a runway or helipad. At each step, LASAW detects aircraft in a landing configuration, tracks the approaching aircraft, and provides alerts to people on the ground to clear the runway or helipad. As a fully networked system, SkyNet REACH LASAW also provides landing data logging for billing, contract management and operations monitoring, especially at unmanned locations.
SkyNet REACH LASAW can also be networked for multiple locations, either close-by or on the other side of the globe. This allows central management of all aerodromes or helipads by a single operations department.
(B) Customer obligations – The Customer will determine the appropriate site location for the LASAW equipment, install the equipment in accordance with the instructions provided, provide power and communications network connectivity and commission and test the equipment with SkyNet prior to first use. The Customer will notify SkyNet if there is a problem with the equipment or if power or other services are disconnected to the device.
(C) LASAW equipment – The follow provisions apply in addition to the Customer’s obligations relating to LASAW equipment provided under the Terms of Service:
(i) In consideration for the Customer’s payment to SkyNet of the LASAW equipment fee per unit, SkyNet will supply to the Customer (by way of lease) the agreed number of LASAW equipment units during the term. The Customer may lease additional LASAW equipment at an agreed price per unit until termination or expiration of the LASAW Service term.
(ii) The Customer at its own cost is responsible for installing the LASAW equipment and providing electrical power and an Internet connection to each LASAW equipment unit along with sufficient capacity for data transfer to SkyNet, in accordance with SkyNet’s reasonable directions, unless SkyNet has agreed to provide this connection.
(iii) The Customer will be responsible for any physical loss or damage to the LASAW equipment (whether caused by accident or wilful damage) up the maximum limit of the replacement cost of each LASAW equipment unit, plus reasonable freight and handling costs. SkyNet will not accept any legal liability for negligence, personal injury or property damage caused by the Customer’s installation of the LASAW equipment or lack of adherence to any government, council or regulatory authority for the competent installation of the LASAW equipment or third party equipment.
(iv) If a fault is detected in a LASAW equipment unit, SkyNet will repair or replace the unit on a 'return to base’ basis. The Customer must pay the costs of freight and handling to SkyNet’s designated repair address in Australia or other advised location.
(v) The Customer acknowledges and agrees that SkyNet (or its suppliers) retains ownership of all LASAW equipment supplied by SkyNet to the Customer under or in connection with the LASAW Services.
(vi) The Customer will at all times during the term and at its own expense, take out and maintain with a reputable insurance company on a claims-incurred basis, insurance against loss of or damage to the LASAW equipment, to a full replacement value.
(D) Disclaimer of Warranties - SkyNet will use its best efforts to provide the LASAW Service. However, except as otherwise provided herein, the LASAW Service is provided on an “as is” basis. Neither SkyNet, its licensors, subcontractors or data providers make any warranty, either implied or express, of merchantability or fitness for a particular purpose, including, but not limited to, the accuracy, timeliness, completeness, reliability, or availability of the LASAW Service including any data, applications, or services accessible through it. The Customer acknowledges that SkyNet receives LASAW Service data from multiple sources it may or may not control (including from the Customer), and that, except as otherwise provided herein, data integrity/accuracy cannot be guaranteed.
(F) Exclusion of liability
(i) To the extent permitted by law, in no event will SkyNet be Liable to the Customer for any loss of access or interruption to the LASAW Services or corruption of Customer-supplied data, even if SkyNet has been made aware of the possibility of such loss of access, service interruption or, corruption of Customer data prior to entering into these Terms and Conditions.
(ii) Customer acknowledges and agrees that to the extent the LASAW Services include software, that software is never error or defect free, and that the mere presence of defects or errors in software will not constitute a breach of SkyNet’s obligations under these Terms and Conditions
(iii) Customer acknowledges and agrees that the effectiveness of any application, methodology or process used by the SkyNet in delivering the LASAW Services may be dependent on external factors controlled by the Customer or third parties, and any errors, incompatibilities or adverse effects that occur as a result of Customer’s or a third party’s actions occurring at any time which could not be ascertained or foreseen by SkyNet (to be determined by SkyNet acting reasonably), including but not limited to: (a) substantial changes in the Customer’s digital operating environment; (b) changes in algorithms, processes, upgrades, updates, new releases and patches; or (c) any other changes to variables relied on by SkyNet to deliver the Services, and do not constitute a breach of SkyNet’s obligations under these Terms and Conditions.
(G) No implied terms - To the full extent permitted by law, any term which would otherwise be implied into the Terms and Conditions is excluded. If any law implies or imposes terms into the Terms and Conditions which cannot be lawfully excluded, such terms will apply, save that SkyNet’s liability for breach of any such term will be limited in accordance with section 11(D).
(H) Indemnity – Customer indemnifies SkyNet and its officers, employees, suppliers, agents, successors and assigns (together the “Indemnified Persons”) against any and all claims (including reasonable attorney’s fees and disbursements) made against the Indemnified Persons and loss or damage suffered by Indemnified Persons arising from or in connection with:
(i) the Customer’s breach of its obligations under section (C) to insure the LASAW equipment;
(ii) any Operational Incident;
(iii) any fraud or negligence by the Customer, its employees, agents or contractors under or in connection with use of the LASAW Services;
(iv) the Customer’s (or its employees, agents or contractors) alleged infringement or misappropriation of a third party's Intellectual Property Rights arising from any use of the LASAW Services other than in accordance with these Terms and Conditions; or
(v) violation of any applicable laws.
In this section (H), “Operational Incident” means the occurrence of an incident which presents (or is likely to present) a risk to the safe landing of an aircraft at an aerodrome or helipad owned or operated by the Customer or a related entity.
(I) Termination of LASAW Services –
[(a) The Customer acknowledges that SkyNet will provide the LASAW Service for the agreed minimum service term, and that the contracted service period will automatically renew for an additional twelve month term and after each expiring twelve month anniversary except where the Customer has notified SkyNet advising of intent to cancel the services 90 days prior to the next anniversary date.
(b) Within 30 days following termination or expiration of the LASAW Services or the Terms of Service (whichever is the earlier), the Customer must deliver the LASAW equipment to SkyNet in good working order (fair wear and tear excepted) at its own expense. If the Customer fails to do so, then Customer agrees to reimburse SkyNet for the replacement cost of the equipment.