OmniAccess
General Terms & Conditions

General Terms & Conditions

OmniAccess General Terms and Conditions (“GT&C”)

Purpose, scope, order of precedence:
These GT&C shall govern all transactions between the Parties. No terms and/or conditions delivered with or contained in Customer’s invitations, requests for proposals, purchase orders, or similar documents will form part of the Master Agreement, and Customer waives any right which it might have to rely on such terms or conditions.
Capitalized terms used herein shall have the meaning set out in the definitions overview at the end of the GT&C and/or in any other document of the Master Agreement. The headings used herein are solely for the purpose of reference and shall have no substantive meaning in construing, interpreting or applying the provisions of the GT&C.
These GT&C include and incorporate the following: Exhibit A – “Use Policies”, and Exhibit B – “Equipment Terms and Conditions”.
Where there is any conflict between any of the provisions of the Master Agreement, the following order of precedence shall apply, from prevailing to less prevailing: a signed amendment document (if any), Appendix 1, any Order Form, the Service Annex for the relevant service (first part B, then part A), and finally these GT&C (i.e. Appendix 2).
Orders: Commitments made in Appendix 1 shall be binding for the Parties. Customer can order Services and/or Equipment via any Order Form. Customer is responsible to provide to OmniAccess all required information related to its orders and/or requests for de-activations, and to any related changes thereto.
Invoices, payment, charges and taxes:
3.1 Invoices shall be sent by OmniAccess to the invoice address as provided by Customer. Unless ordered otherwise, each month Customer will receive a standard PDF invoice by email.
All payments to OmniAccess shall take place within thirty (30) days of the invoice issue date, without the right to set-off or withhold payment in whatever circumstance. All payments shall be made in the currency as agreed and invoiced. Payments shall be made to the account as designated on the invoice and shall contain a reference to the relevant invoice. Any banking fees must be settled by Customer.
Customer may request to be invoiced on another legal entity, however, Customer acknowledges that it will remain OmniAccess’s Customer and it will always be ultimately responsible for the invoices. If Customer allows any Customer Affiliate to order under the Master Agreement, such subcontracted Customer Affiliate shall be primarily responsible for the order (and ultimately Customer shall be responsible).
3.2 If Customer is a management company, and thereby signing on behalf of the vessel owner, Customer shall keep OmniAccess up to date regarding any relevant changes regarding the vessel owner and/or the management of the vessel; failing which Customer shall be liable for the charges under the contract itself.
3.3 All prices and/or charges are exclusive of value added tax, other taxes (including but not limited to withholding tax), duties, surcharges and other fees or charges levied by any governmental authority on the Equipment, Services and/or the Facilities used to provide and use the Services. Customer is responsible for payment of all such additional charges, in addition to OmniAccess’s charges. In the event that Customer is required to make any deduction or withholding in respect of any payment to OmniAccess, Customer will pay to OmniAccess such additional sum as shall enable OmniAccess to be paid in full. Payments made to OmniAccess, which are subject to a withholding tax, require a certificate of payment of the withholding of Customer.
3.4 The Monthly Fee will be invoiced monthly in advance, whilst any non-recurring charges will be invoiced monthly in arrears. If a service activation does not take place on the first day or if a service does not end on the last day of a month, the Monthly Fee will be adjusted pro-rata for the applicable service and month, unless agreed otherwise. OmniAccess shall apply the billing rules as stipulated in the Service Annexes.
3.5 In the event that Customer fails to make payment of undisputed (parts of the) invoices to OmniAccess by the due date, OmniAccess shall provide Customer with a cure period of fifteen (15) days as from written notice, and thereafter OmniAccess may at its sole discretion choose to suspend or limit its Services to Customer pending receipt of outstanding amounts, including any applicable late payment interest. The Customer is not entitled to process any Service Modification Requests and additional charges will be billed and due regardless of the actions taken by OmniAccess.
If OmniAccess determines, in case of two (2) or more proven late payments by Customer, that it is commercially prudent to obtain financial security against Customer, OmniAccess shall be entitled to require Customer -at its costs- to provide such financial security in an amount and form that OmniAccess deems reasonably appropriate. Failure by Customer to timely provide such exact financial security shall be deemed to be a material breach of Customer’s obligations.
3.6 OmniAccess has the right to charge payment of interest on any overdue balances, including payments withheld on amounts in dispute which are ultimately held to be due, at one and a half per cent (1.5%) per month (or part thereof), or the maximum lawful rate. Should the services of an attorney or collection agent be necessary to collect amounts due, Customer will be liable to OmniAccess for OmniAccess’s costs of collection, including but not limited to reasonable attorney’s fees, court costs, and other such costs as may be incurred.
3.7 In the event that Customer wishes to dispute an invoice, Customer must notify OmniAccess in writing of the legal and factual basis for the claim, as soon as possible but no later than sixty (60) days after the invoice issue date. Any claims received by OmniAccess after the claim period set out above shall be deemed null and void, unless OmniAccess decides to honor such claim. If OmniAccess accepts a claim made by Customer, OmniAccess shall correct the prior sent invoice. If the claim is disputed by OmniAccess, then article 26 (dispute resolution) shall apply.
3.8 On a yearly basis, for prices applicable as from 1st of January, OmniAccess is entitled to apply indexation to all prices upon thirty (30) days’ prior written notice to Customer, following the ‘Producer prices in industry (domestic market, monthly data)’, line item ‘European Union, 27 countries (fromn2020)’, as published by ‘Eurostat’ (findable through https://ec.europa.eu/eurostat/databrowser/view/STS_INPPD_M/default/table?lang=en, exact link location may be subject to change), for all Services (including Equipment) activated and still to be activated on Vessels and/or sites..
3.9 The pricing of any services provided by OmniAccess is based on the USD / GBP / EUR conversion rate at the time of the contract. Omniaccess reserves the right to adjust the pricing on a semestrial basis, should the exchange rates deviate by more than 5%. Any such corrections will only be applicable to services that have not been used and no corrections shall be made retroactively.
Compliance with laws: OmniAccess and Customer shall each comply with the applicable laws, regulations, and orders pertaining to their activities related to the Master Agreement, including but not limited to those applicable to labor, wages, hours, equal opportunity and other conditions of employment, the environmental health and safety of personnel, telecommunications, licensing, regulatory elements, privacy, copyright, and website blocking. The undertakings and obligations of OmniAccess under the Master Agreement are subject to the requirements of applicable US, ES, EU, UK and foreign laws and regulations, and to OmniAccess receiving any necessary governmental authorizations, licenses and approvals, and such permissions remaining available.
Gifts and payments: Each Party warrants that it and its Affiliates have not made, offered, requested, accepted or authorized and will not make, offer, request, accept or authorize with respect to the matters which are the subject of the Master Agreement, any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any public official or any political party or political party official or candidate for office, or any person or entity, where such payment, gift, promise or advantage would violate (i) the applicable laws or regulations of the country in which the Services are performed; (ii) the laws or regulations of the country of incorporation of such Party or such Party’s ultimate parent company and of the principal place of business of such ultimate parent company; (iii) the principles described in the United Kingdom Bribery Act 2010, the United States Foreign Corrupt Practices Act or any other similar law. Each Party shall defend, indemnify and hold the other Party harmless from and against any and all claims, damages, losses, costs and expenses arising from or related to, any breach by such first Party of such warranty. Such indemnity obligation shall survive termination or expiration of the Master Agreement. Each Party agrees to (i) maintain adequate internal controls; (ii) properly record and report all transactions; and (iii) comply with the laws and regulations applicable to it.
Export controls and sanctioned countries:
6.1 Customer acknowledges that it will comply with applicable export control laws, regulations and sanctions, and will obtain all government licenses to export, re-export or import OmniAccess’s Equipment as may be required, regardless of where Services are provided. Customer will not, without first obtaining any necessary licenses, export or re-export any of OmniAccess’s Equipment, proprietary information or software, related technical data or technology: (i) to any country subject to comprehensive UN, US, EU and/or UK sanctions, including but not limited to Iran, North Korea, and Syria, and any local country sanction law(s) and/or regulation(s) under the jurisdiction of the Vessel; (ii) for any prohibited end uses and/or end-users; (iii) to any prohibited destinations; or (iv) to any individuals or entities that are presently on any denied party lists including (but not limited to) the US Department of Treasury’s Office of Foreign Assets Control Specially Designated National (“SDN”) List, consolidated list of persons, groups and entities subject to EU and UK sanctions. In case of such an export, re-export or import, Customer must provide OmniAccess timely adequate information regarding the identification of all parties, end-use, end-users and end-use destinations that are involved in the Customer’s transaction or use of the Vessel prior to engaging in any new transactions, supplies and/or activities that will make use of OmniAccess’s Equipment and/or Services in the earlier mentioned sanctioned and/or prohibited destinations. Customer will not cause the Vessel, including OmniAccess’s Equipment and Services, to move to or to be used in any sanctioned and/or prohibited destination without OmniAccess’s authorization and any applicable government licenses.
6.2 Customer acknowledges that it will not use, directly or indirectly, OmniAccess’s Equipment and/or Services in (end-)uses and/or activities prohibited by and/or inconsistent with any applicable export control laws or sanctions. In addition to other rights it may have in law or under contract, OmniAccess reserves the right to refuse to provide Equipment, Services or any goods and suspend or terminate the Master Agreement in its entirety, without any liability, if OmniAccess has a good faith basis for believing Customer or any of its related parties has violated, or intends to violate, any applicable export control laws or sanctions regulations.
6.3 If Customer causes a Vessel to be moved to a sanctioned or prohibited location, without OmniAccess’s authorization and/or proper export control and sanction licenses, where the use of OmniAccess’s Equipment and/or provision of Services to Customer is subject to and in breach of applicable embargoes, sanctions or local country law(s) under the jurisdiction of the Vessel, OmniAccess has the right to immediately suspend its obligations with respect to such Vessel as well as terminate the Master Agreement. OmniAccess will duly inform the competent authorities regarding the breach and, if permitted so, inform Customer regarding further steps to be taken. If so instructed by OmniAccess, Customer shall take actions by disconnecting and removing Equipment, all of which shall be at the expense of Customer.
6.4 Customer hereby agrees to indemnify, defend and hold harmless OmniAccess and its employees from and against any and all claims, demands, damages, costs, penalties and fines arising in connection with any breach by Customer of any customs, export control or sanctions regulations.
Term and termination:
7.1 Each contractual document between the Parties shall be effective from the date of the final required signature thereon, or when OmniAccess accepts an Order Form.
A Vessel shall have an Initial Term per ordered Core Service (and its included services, if any, together referred to as: the ‘bundled solution’) for the duration as specified in Appendix 1 and/or the Order Form, starting at the Commissioning Date. Unless timely terminated, a Vessel thereafter shall have renewal terms per ordered Core Service (and its included services, if any, in the bundled solution) as stipulated in the relevant Service Annex (each a Renewal Term). Termination of a service for a Vessel requires a written notice. Services other than the Core Services (and its included services, if any, in the bundled solution) have commitment terms and termination terms as specified in the contract, or as detailed by OmniAccess.
7.2 Each Party can terminate a Core Service for convenience against the end of the then current contract term by providing the other Party with a written termination notice ultimately ninety (90) days, or any shorter notice period as recorded in a Service Annex, prior to the end of an Initial Term or a then current Renewal Term. Unless agreed otherwise in writing, the Master Agreement is deemed to terminate as soon as the final service under the Master Agreement has expired or terminated.
7.3 Termination for insolvency, change of control, etc. Either Party may immediately terminate the Master Agreement (including all Order Forms) in the event of other Party’s (i) insolvency, (ii) liquidation, cease of business or activities, reorganization or interim judicial management, (iii) filing for protection from creditors, (iv) filing a petition in bankruptcy, or (v) assignment for the benefit of creditors.
OmniAccess may terminate the Master Agreement (including all Order Forms) with immediate effect in case of (i) a change of control or ownership on the Customer side, (ii) any proven incorrect or untrue representation or warranty from Customer, (iii) a suspension event which occurs due to Customer’s default which persists for more than fifteen (15) days or (iv) if Customer is subject to criminal, financial or ethical investigation.
7.4 Termination for material breach. In the event of a Party’s material breach or default in the performance of any of its obligations under the Master Agreement that is unrelated to OmniAccess’s Services and failure to cure such breach within fifteen (15) days after notice specifying each breach in detail from the other Party, such other Party has the right, in addition to any rights or remedies it may have in law or under contract, to immediately terminate the Master Agreement (including all Order Forms) by written notice to the breaching Party. Without limiting the foregoing, any failure by Customer to timely pay to OmniAccess any amounts owing under the Master Agreement will constitute a material breach.
7.5 Termination due to government action. OmniAccess may, with no liability whatsoever, suspend or terminate Services to Customer if lawfully ordered to cease operation of such Services by a state or federal court of law, or any other lawful federal, state or local governmental or regulatory authority. If at any time during the term of the Master Agreement any Equipment, Facilities, or property used by OmniAccess to provide Services to Customer are taken for a public or quasi-public purpose by a lawful power or authority under the exercise of right of condemnation or eminent domain, OmniAccess will have the right, upon written notice to Customer, to terminate Services affected by the taking. This equally applies if OmniAccess loses its Connectivity Services rights from its Space Segment Provider(s).
7.6 Consequences of termination. Termination or expiration of the Master Agreement or any order in accordance with the GT&C shall not release the Parties from any liability which a Party has already accrued before or on the termination or expiry date or which thereafter may accrue in respect of any act or omission of a Party, or from any obligation which is expressly stated in the Master Agreement to survive such date.
After termination or expiry of the Master Agreement or an Order Form, the Parties shall (i) return or destroy all Confidential Information of the other Party in its possession no later than fourteen (14) days following the termination date, (ii) perform a final accounting of all sums due or which shall become due, including Early Termination Charges (if any, see Service Annex(es) part C) and Onboard Services charges, within forty-five (45) days of the termination date, which sums shall be offset by amounts (if any) that may become payable under an Order Form, (iii) schedule the return of all leased Equipment at Customer’s expense.
7.7 Notwithstanding the aforementioned, OmniAccess may always choose to suspend its Services as a permanent or temporary alternative to termination for as long as Customer is in breach or in default, during which suspension period invoicing to Customer shall continue.
Confidentiality: The Parties agree that all pricing, technical and commercial information related to the Master Agreement and the design of the Services shall be kept confidential and not disclosed, excluding information that (a) is in the public domain without breach of these GT&C, (b) is required to be disclosed under applicable law, stock exchange regulations or by a governmental order, decree, regulation or rule (provided that the receiving party shall use all reasonable endeavors to maintain the confidentiality of any information so disclosed, and give prompt written notice to the other Party prior to such disclosure), (c) is acquired independently from a third party that has the legal right to disseminate such information at the time it is acquired by the receiving party, or (d) is independently developed by the receiving party without the use or incorporation of any confidential information from the disclosing party. The duty of confidentiality shall survive the expiration or termination of the Master Agreement by three (3) years.
No third parties use and/or benefits, subcontracting: Customer shall not allow third parties
(i.e. entities or individuals not associated with Customer’s operations) to use any component of the Equipment, in order to benefit from the OmniAccess Equipment and/or Services or to provide non- OmniAccess services to Customer, unless OmniAccess gives its prior written consent and unless such third parties have agreed to pay for access to and accept the terms for the Equipment.
By entering into a Master Agreement or Order Form, OmniAccess only accepts contractual obligations towards Customer, or if applicable its Affiliate(s). The provisions of the Master Agreement or any order are solely for the benefit of the Parties thereto and their lawful successors and assignees, and no other party may seek to enforce or benefit from any provisions. OmniAccess shall only be responsible towards Customer to the extent explicitly provided for in the Master Agreement or an Order Form, and Customer shall indemnify OmniAccess from any excess claim from any third party in connection with a contract between Customer and such third party. In the event any mandatory applicable law grants rights to any third party, such third party shall not be entitled to any right of notice or consent with respect to any amendment, cancellation or termination of the applicable contractual document.
OmniAccess may use, in whole or in part, OmniAccess employees or appropriately skilled subcontract personnel, at OmniAccess’s sole discretion, to fulfill its obligations under the Master Agreement or Order Form.
Representations and warranties: OMNIACCESS MAKES ONLY THOSE WARRANTIES, IF ANY, SET FORTH IN THE SERVICE LEVEL AGREEMENT AND EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED TO THE EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. OMNIACCESS DOES NOT WARRANT THAT THE SERVICES PROVIDED UNDER THE MASTER AGREEMENT WILL BE ERROR FREE OR WITHOUT INTERRUPTION.
EACH PARTY HEREBY REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT (I) IT IS DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF INCORPORATION, (II) THAT IT HAS ALL REQUISITE AUTHORITY AND APPROVALS TO ENTER INTO A CONTRACT AND TO PERFORM ITS OBLIGATIONS THEREOF, AND (III) THAT ALL REQUISITE CORPORATE ACTION HAS BEEN TAKEN FOR THE EXECUTION, DELIVERY AND PERFORMANCE OF THE MASTER AGREEMENT.
Service Level Agreement, Use Policies, Equipment Terms and Conditions, and Remedies: For each provided Service and/or Equipment, Customer shall comply with OmniAccess’s Service Level Agreement of a relevant Service Annex (if any), the Use Policies (Exhibit A below), and the Equipment Terms and Conditions (Exhibit B below). The Service Level Agreement in each Service Annex (if any) shall govern the Core Service of such Service Annex, and the remedies provided therein shall be Customer’s sole and exclusive remedy for any breach of the Service warranty, Service failure or unavailability, or any delay or failure by OmniAccess to repair any failed or unavailable Service.
Indemnification:
12.1   OMNIACCESS SHALL INDEMNIFY, DEFEND AND HOLD FREE AND HARMLESS CUSTOMER GROUP FROM AND AGAINST ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER, WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF OR THE NEGLIGENCE OF ANY PARTY OR PARTIES, INCLUDING ANY MEMBER OF THE CUSTOMER GROUP, ARISING IN CONNECTION WITH SERVICES PROVIDED UNDER THE MASTER AGREEMENT IN FAVOR OF OMNIACCESS GROUP, ON ACCOUNT OF BODILY INJURY, DEATH OR DAMAGE TO PROPERTY, PROVIDED THAT SUCH INDEMNITY SHALL NOT EXTEND TO CUSTOMER’S DUTY TO REPAIR OR REPLACE OMNIACCESS EQUIPMENT AS SET OUT IN THE MASTER AGREEMENT. OMNIACCESS’S INDEMNITY UNDER THIS ARTICLE SHALL BE WITHOUT REGARD TO AND WITHOUT ANY RIGHT TO CONTRIBUTION FROM ANY INSURANCE MAINTAINED BY CUSTOMER.
12.2   CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD FREE AND HARMLESS OMNIACCESS AND OMNIACCESS GROUP FROM AND AGAINST ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER, WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF OR THE NEGLIGENCE OF ANY PARTY OR PARTIES, INCLUDING ANY MEMBER OF OMNIACCESS AND THE OMNIACCESS GROUP, ARISING IN CONNECTION WITH SERVICES PROVIDED UNDER THE MASTER AGREEMENT IN FAVOR OF CUSTOMER GROUP, ON ACCOUNT OF BODILY INJURY, DEATH OR DAMAGE TO PROPERTY. CUSTOMER’S INDEMNITY UNDER THIS ARTICLE SHALL BE WITHOUT REGARD TO AND WITHOUT ANY RIGHT TO CONTRIBUTION FROM ANY INSURANCE MAINTAINED BY OMNIACCESS.
12.3   CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD FREE AND HARMLESS OMNIACCESS AND OMNIACCESS GROUP FROM AND AGAINST, AND SHALL PAY ALL EXPENSES (INCLUDING REASONABLE LEGAL FEES) AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED IN CONNECTION WITH, ANY CLAIMS BROUGHT AGAINST OMNIACCESS AND/OR THE SPACE SEGMENT PROVIDERS BY AN END-USER OR THIRD PARTY ARISING FROM OR IN CONNECTION WITH: (I) ANY LIBEL, SLANDER OR INVASION OF PRIVACY OR ANY ALLEGATION THEREOF OR INFRINGEMENT OF COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS ARISING AS A RESULT OF THE USE OF CONNECTIVITY SERVICES, (II) THE LOSS OF INFORMATION RESULTING FROM DELAYS, NON-DELIVERIES, MIS-DELIVERIES, OR SERVICE INTERRUPTIONS SUFFERED BY THE END-USER WHILE USING THE CONNECTIVITY SERVICES, OR (III) THE FAILURE TO OBTAIN, MAINTAIN IN FORCE OR COMPLY WITH ANY CUSTOMER LICENSES OR AUTHORIZATION REQUIRED FOR UTILIZING THE CONNECTIVITY SERVICES AND/OR EQUIPMENT.
12.4 THIS ARTICLE SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE MASTER AGREEMENT.
Insurance: In addition to agreed leased Equipment related insurance obligations (in Exhibit B below), Customer shall maintain such public liability, general commercial liability, property damage, employee liability and compensation insurance as will protect OmniAccess from any claims for which Customer is responsible in accordance with these GT&C. The insurance(s) shall support all indemnity and defense obligations under the Master Agreement and shall cause the insurer to waive all subrogation rights.
Limitation of liability:
14.1 NOTHING IN THE MASTER AGREEMENT SHALL OPERATE TO EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY TO THE OTHER FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR (II) FRAUDULENT MISSTATEMENT OR (III) ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14.2 SUBJECT TO ARTICLE 14.1, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER OR (II) LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE OF ASSETS OR LOSS OF PRODUCT OR FACILITIES DOWNTIME (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL), IN EACH CASE HOWSOEVER ARISING, WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE BREACHING PARTY AND WHETHER ARISING IN OR CAUSED BY A BREACH OF CONTRACT, MISREPRESENTATION (WHETHER TORTIOUS OR STATUTORY), TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE.
14.3 SUBJECT TO ARTICLES 14.1 AND 14.2, OMNIACCESS’S TOTAL AGGREGATE LIABILITY UNDER OR IN RELATION TO THE MASTER AGREEMENT, INCLUDING LIABILITY FOR BREACH OF CONTRACT, MISREPRESENTATION (WHETHER TORTIOUS OR STATUTORY), TORT (INCLUDING NEGLIGENCE) OR BREACH OF STATUTORY DUTY SHALL NOT EXCEED THE AMOUNT OF USD 20,000 (TWENTYTHOUSAND UNITED STATES DOLLARS).
14.4 SUBJECT TO ARTICLES 14.1 AND 14.2, EXCEPT TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF OMNIACCESS, AND THEN PROVIDED THAT THE LOSS WAS REASONABLY FORESEEABLE AT THE TIME THAT SUCH INJURY OR DAMAGE WAS CAUSED, OMNIACCESS SHALL NOT BE LIABLE TO CUSTOMER FOR:
(I) ANY MAINTENANCE OUTAGES AND/OR UNSCHEDULED OUTAGES AS DEFINED IN THE SERVICE LEVEL AGREEMENTS;
(II) ANY LOSS OF, OR DAMAGE TO, VESSELS OCCURRED IN CONNECTION WITH THE INSTALLATION, COMMISSIONING, OPERATION OR DE-COMMISSIONING OF THE EQUIPMENT, TO THE EXTENT AS ALLOWED BY LAW;
(III) ANY FAILURE IN OR BREAKDOWN OF FACILITIES ASSOCIATED WITH THE SERVICES, OR ANY OTHER ACT OR OMISSION OF OMNIACCESS IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER, WHATEVER THE CAUSE, AND WHETHER ATTRIBUTABLE TO ANY ACT OR OMISSION OF OMNIACCESS OR ITS SUBCONTRACTORS OR SUPPLIERS;
(IV)   ANY MALFUNCTION, BREAKDOWN, LACK OF MAINTENANCE, OUTAGE, FAILURE TO FUNCTION, INCOMPATIBILITY, DAMAGE TO OR DEFECT OF ANY AUXILIARY EQUIPMENT AND/OR CUSTOMER EQUIPMENT, OR ANY CONSEQUENCE THEREOF, THAT IS NOT CAUSED DIRECTLY BY A OMNIACCESS TECHNICIAN;
(V) ANY LOSS, INJURY, HARM OR DAMAGE ARISING OUT OF ANY USE OF CONNECTIVITY SERVICES TO TRANSMIT ANY MATERIAL OR CONTENT IN VIOLATION OF ANY APPLICABLE LAWS OR THIRD PARTY’S RIGHTS; OR
(VI)   IN THE EVENT THAT A FORCE MAJEURE SITUATION AFFECTS EITHER THE END-USER’S ABILITY TO USE, OR THE QUALITY OF, THE SERVICES.
14.5     OMNIACCESS WILL HAVE NO LIABILITY TO CUSTOMER’S CLIENTS, CUSTOMERS, CONTRACTORS, PARTNERS, CO-VENTURERS, OWNERS OR AFFILIATES (“CUSTOMER’S THIRD PARTIES”) ARISING OUT OF OR RELATED TO THE MASTER AGREEMENT, AND CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD OMNIACCESS, ITS AFFILIATES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND ATTORNEYS, FREE AND HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, CLAIMS, COSTS, EXPENSES, DAMAGES OR DEMANDS, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL LOSS AND REASONABLE ATTORNEY FEES, BROUGHT OR SUFFERED BY ANY CUSTOMER THIRD PARTY ARISING OUT OF OR RELATED TO THE MASTER AGREEMENT.
14.6     ALL CLAIMS MUST BE MADE IN WRITING BY REGISTERED MAIL TO OMNIACCESS WITHIN SIX (6) MONTHS FROM THE TIME WHICH CUSTOMER BECAME OR SHOULD HAVE BEEN AWARE OF THE EVENT CAUSING THE RELEVANT CLAIM.
Force Majeure: Except for obligations related to the payment of money owed, the Parties shall be excused from performing under the terms of the Master Agreement, if and for so long as such compliance is hindered or prevented by occurrences beyond its control, such as but not limited to riots, labor disputes, embargo, strikes, lock-outs, blockade, wars (declared or undeclared), insurrections, rebellions, terrorist acts, civil disturbances, revolution, invasion, orders of governmental authority, whether such authority be actual or assumed, acts or decisions to prevent or mitigate cyber- attack effects (including the shutdown of information systems), externally caused transmission interference, satellite failure, acts of God, fire, explosion, nuclear contaminations, boycott for imported items, flood, hurricanes, storms, tornadoes or other weather events or by any other act or cause which is reasonably beyond the control of such Party, any such event being herein sometimes called “Force Majeure”. In the event that either Party hereto is rendered unable, wholly or in part, by any such occurrence to carry out its obligations under the Master Agreement, it is agreed that such Party shall give notice and details of Force Majeure in writing to the other Party as promptly as possible after its occurrence. In such cases, the obligations of the Party giving the notice shall be suspended during the continuance of any inability so caused. For those events lasting more than thirty (30) consecutive days, either Party shall have the right to terminate the corresponding Services affected by the Force Majeure with no liability to the other Party.
Personal Data: For the purpose of this article:
“Applicable data protection regulation” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the “GDPR”) and any other applicable data protection regulation, if any; “Personal Data” means any information relating to an identified or identifiable natural person (the “Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law; “Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.
For the purpose of the Master Agreement: Customer is acting as a controller and is sole responsible for informing the data subjects of their rights under Applicable data protection regulation, obtaining their consent if needed, and enforcing the rights of the data subjects on their personal data (hereinafter referred to as the “Controller”). It is Customer’s duty to inform the data subjects that OmniAccess may see and/or access data subject content while providing support (for instance, during troubleshooting) or service provisioning. OmniAccess is acting as a processor for the processing of the data records of the data subjects and as the case may be the processing of data traffic as needed for execution of the Services and/or value added services ordered by Customer (hereinafter referred to as the “Processor”). The Controller recognizes and accepts that personal data may be transferred outside the European Union to the Processor’s subcontractors, subject to the respect of the Applicable data protection regulation by the Processor.

The Processor undertakes that it:
(a)     processes the personal data only for the purpose of providing Services (including any value added services) ordered by Customer under the Master Agreement;
(b)     ensures that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
(c)     takes all security measures required pursuant to article 32 GDPR and notifies the Controller without undue delay after becoming aware of a personal data breach pursuant to article 33 GDPR;
(d) respects the conditions referred to in paragraphs 2 and 4 of article 28 GDPR for engaging another processor;
(e)     taking into account the nature of the processing, assists the Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Controller's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR;
(f) assists the Controller in ensuring compliance with the obligations pursuant to articles 32 to 36 GDPR taking into account the nature of processing and the information available to the Processor;
(g) at the choice of the Controller, but in any case subject to applicable mandatory law concerning storage of communication data records, deletes or returns all the personal data to the Controller after the end of the provision of services relating to processing, and deletes existing copies;
(h) makes available to the Controller all information necessary to demonstrate compliance with the obligations laid down in this article and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller, subject to terms and conditions set forth between the Parties.
Notices: Formal legal communications required or permitted by the Master Agreement to be given or sent by one Party to the other shall, except where otherwise provided, be in writing, in the English language, and addressed to the address as recorded in Appendix 1. Commercial and/or operational communications shall be sent by OmniAccess to the Customer email address(es) provided. Customer is responsible to keep OmniAccess up to date regarding its points of contacts.
Assignment: Neither Party may sell, assign, nor transfer the Master Agreement or any part thereof, nor any money due hereunder, without the prior written consent of the other Party which shall not be unreasonably withheld or delayed; provided however that OmniAccess may sell, assign, or transfer the Master Agreement or any part thereof, or any money due thereof, to a OmniAccess Affiliate upon advance written notice to Customer. No assignment, sale or transfer of a Master Agreement shall relieve the assigning, selling or transferring Party, as applicable, of its obligations under a Master Agreement.
No waiver: No waiver by any Party of any one or more defaults by another Party in the performance of any provision of the Master Agreement shall operate or be construed as a waiver of any future default or defaults by the same Party, whether of a like or of a different character. Except as expressly provided in these GT&C, no Party shall be deemed to have waived, released or modified any of its rights under the Master Agreement unless such Party has expressly stated, in writing, that it does waive, release or modify such right.
Severability: If any term or provision of the Master Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction, provided that the Master Agreement without the unenforceable provision(s) is consistent with the material economic incentives of the Parties.
Independent contractor relationship: Nothing contained in the Master Agreement shall be deemed or construed by OmniAccess or Customer or by any third party to create the relationship of principal and agent, partnership or joint venture in any form, or any other fiduciary relationship or association between OmniAccess and Customer.
Entire agreement, amendments: The applicable Master Agreement constitutes the entire agreement between the Parties with respect to the subject matter thereof, will govern the provision of Equipment and Services to Customer, and supersede and replace any and all other negotiations, conversations, understandings and/or agreements, written, oral, implied or otherwise made by the Parties. Each Party hereto each acknowledge that, in entering into the Master Agreement, it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings or representations which were made by or on behalf of the other Party in relation to the subject matter of the Master Agreement at any time before their respective signature (together, "Pre-Contractual Statements"). Each Party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements but for this article. Nothing in this article shall exclude or restrict the liability of either Party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment. The Master Agreement may not be modified, amended, altered, supplemented, added to, cancelled or terminated except by an amendment document as signed by the Parties or as per the following sentences. OmniAccess may, with thirty (30) days notice, add, delete or modify the prices, terms and conditions, products and/or services under the Master Agreement if a) there is a new or expiring product and/or service, b) such amendment is imposed by a supplier of OmniAccess, c) there is an increase of operational cost for OmniAccess and/or d) the provisioning of the services is no longer economically viable for OmniAccess. After such modification, and when requested by Customer, OmniAccess may propose an alternative service to Customer at similar price level. This amendment right of OmniAccess shall not constitute a cause for early termination.
Surviving clauses: The provisions of the Master Agreement, which by their nature and the context in which they appear, would reasonably be expected to survive termination or expiration of the Master Agreement, including, but not limited to, those relating to warranty, ownership and return of leased Equipment, service remedies, indemnity, limitation of liability, waiver of consequential damages, confidentiality and governing law and dispute resolution, will survive its termination or expiration.
Interpretation: Should any provision of the Master Agreement require interpretation, it is agreed that the court interpreting or considering the provision shall not apply any presumption that the terms of the Master Agreement shall be more strictly construed against the drafter.
Counterparts: Each contractual document may be executed in two or more counterparts, each of which shall constitute one and the same original. An electronic signature shall be as valid as an original.
Governing law and dispute resolution:
26.1       The Master Agreement shall be construed and interpreted in accordance with the laws of Spain. The Parties expressly renounce application of the United Nations Convention on Contracts for the International Sale of Goods (‘CISG’) to the Master Agreement.
26.2       In the event that a dispute arises with respect to the interpretation or implementation of any provision of the Master Agreement, the Parties agree to use all reasonable efforts to resolve such dispute amicably through negotiations. Any disputes arising shall be brought before the competent court of Palma de Mallorca, Spain.
26.3       Notwithstanding the prior sentences, OmniAccess is entitled to initiate legal proceedings within any other jurisdiction in which proceedings may lawfully be taken against Customer or in which arrest of the Vessel has been granted.
To the extent that the implementation, provision, uses and/or restoration of the Connectivity Services provided under the Master Agreement by OmniAccess, is regulated by the US Federal Communications Commission and/or other federal and/or national or state regulatory agencies or regional or international organizations, the Parties agree to comply with the rules and regulations of any such agency or regional or international organization.

Definitions:
The following words, when capitalized herein, shall have the meaning stated below. Unless otherwise specified, words in the singular include the plural and vice versa.
“Affiliate” shall mean any corporation, partnership, limited liability company or association, trust or other entity or organization which, directly or indirectly, controls, is controlled by, or is under common control with, OmniAccess and/or Customer. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than fifty percent (50%) of the securities having ordinary voting power for the election of directors or comparable individuals of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise.
“Appendix” shall mean any appendix added to the Master Agreement as recorded on the front page of the Master Agreement.
“Auxiliary Equipment” shall mean all material, equipment and software on board the Vessel excluding the Equipment and Customer owned equipment, but including and not limited to the gyro, private branch exchange (PBX), local area network (LAN), interconnection equipment, WiFi access points, personal computers, mobile devices and any additionally required software for use of the Equipment.
“Commissioning” shall mean the testing and activation of Equipment by OmniAccess at a Vessel.
“Commissioning Date” shall mean, with respect to each Core Service on each Vessel, the earlier of: (i) the date the Core Service is commissioned by OmniAccess; (ii) the date any Core Service is used by Customer for purposes other than testing; or (iii) if applicable, the date the Handover Document is signed by the Parties’ representatives.
“Confidential Information” shall mean all information (written, oral, electronic, photographic or other form) that (i) relates to the technical, financial and business affairs, Customers, suppliers, products, developments, operations, processes, data, trade secrets, know-how and personnel of a Party or (ii) is disclosed to the other Party in connection with any contract, including information disclosed according to a Non-Disclosure Agreement executed by the Parties prior to the effective date of a Master Agreement, which should reasonably be understood by the recipient to be confidential, either due to the nature of the information, the circumstances of its disclosure, or notices appearing on or given in connection with the information.
“Connectivity Service(s)” shall mean the VSAT Service, together with any ordered Starlink services and/or other connectivity services provided by OmniAccess to Customer.
“Core Service(s)” shall mean – if ordered – OmniAccess’s i) FUSION Service, ii) Starlink service, (iii) Cyber solution, and/or iv) any Advanced UNITY solution, all of these excluding alternate carriers (if any), value added services, options and professional services.
“Customer” shall mean the legal entity which has entered into the Master Agreement with OmniAccess. If agreed with OmniAccess, Customer may allow any Customer Affiliate to order under the Master Agreement, which shall be evidenced in Appendix 1 and/or the Order Form.
“Customer Group” shall mean Customer and its Affiliates’ employees, officers, directors, invitees, Customers and their employees, third parties and subcontractors and their employees.
“Early Termination Charges” shall mean the amounts to be paid by Customer to OmniAccess in the event a Vessel is terminated before the end of the commitment period for a Service for any reason other than OmniAccess becoming a defaulting party or Force Majeure, as recorded in the Service Annex(es) Part C.
“Equipment” shall mean the OmniAccess provided equipment, IT hardware, materials and devices, including associated software, installed at any Vessel or site, as described in the Master Agreement (including any Order Form) or used by OmniAccess to provide the Services. Equipment can be provided on an operational lease or purchase basis. If Customer purchases Equipment, such Equipment shall be referred to as “OmniAccess provided Customer owned Equipment”. If Customer owns externally sourced equipment, such equipment shall be referred to as “Customer owned equipment”.
“Facilities” shall mean teleports, satellites, ground stations, operation centers, and switching facilities used to provide the Connectivity Services and/or other services.
“Force Majeure” shall have the meaning as stipulated in article 15.
“GT&C” shall mean these OmniAccess general terms and conditions, as part of the Master Agreement as Appendix 2.
“Handover Document” shall mean the report that shall be completed and signed by Customer to document that the antenna installation and/or shipboard Equipment and configuration has been completed and that all Commissioning and acceptance testing procedures required by OmniAccess prior to activation of the Services have been satisfied. It is available on request to OmniAccess.
“Initial Term” shall mean the minimum commitment term per Core Service (and its included services, if any, in the bundled solution) per Vessel as defined in Appendix 1 or Order Form, or if no term is defined therein, twelve (12) months as from the Commissioning Date.
“Intellectual Property” shall mean all rights conferred under any applicable law in relation to trade secrets, copyrights, inventions (including patents), registered and unregistered trademarks, registered and unregistered designs, knowhow, confidential information and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.
“Master Agreement” shall mean the OmniAccess maritime master agreement, including these GT&C,

Appendices, and Service Annexes, and including any OmniAccess reference document and Order Form, applicable between Customer and OmniAccess, as may be amended from time to time in accordance with the provisions of the GT&C.

“Monthly Fee” shall mean the fixed monthly charge for the Core Service(s) for a Vessel, which charge also includes any ordered alternate carrier, value added service(s), leased Equipment, purchased Equipment with monthly instalments, labor fixed fee with monthly instalments, service fee, and/or other contracted monthly fee.

“NOC” shall mean OmniAccess’s helpdesk for the Services.

“Onboard Services” shall mean the Preventive Maintenance Services and On-Call Repair Services.

“On-Call Repair Service(s)” shall mean any repair service visit to the Vessel.

“Order Form” shall mean any OmniAccess order form which is accepted by OmniAccess and which is recording an order of Customer, via ‘Service Modification Requests’ ‘installation order form’, equipment order form, or any other OmniAccess electronic or paper form.

“Party” or “Parties” shall mean Customer and/or OmniAccess. OmniAccess and Customer will be referred individually as a ‘Party’ and collectively as the ‘Parties’.

“Preventive Maintenance Services” shall mean -for Connectivity Services- a set of checks, part replacements (if required), and software/firmware upgrades (if required) to ensure a safe and reliable operations of the ADE. A completed Preventive Maintenance program, as further explained in the SLA of the Service Annex(es), will reduce Equipment breakdown, improve lifespan, and minimize the risk of having an antenna system underperforming, and/or causing reduced service and negative impact on the network.

“Renewal Term” shall mean the extension period of a Core Service (and its included services, if any, in the bundled solution) for a Vessel automatically following the Initial Term or a Renewal Term, as detailed in the Service Annex(es).

“Roll Out Period” shall mean the defined period in which the agreed service onboard the Vessel(s) shall be activated. Customer shall make the Vessel(s) available during the Roll Out Period for installation and Commissioning. If the installation or Commissioning is not performed during the agreed Roll Out Period, for reasons attributable to Customer, OmniAccess may start invoicing the agreed Monthly Fee.

“Service Annex(es)” shall mean each added annex to the Master Agreement detailing a Core Service, another type of service (and/or product), or OmniAccess’s professional services.

“Service Level Agreement” shall mean the support services and service levels as agreed in the SLA part of each relevant Service Annex.

“Service(s)” shall mean the provision of Connectivity Services, Cyber services, Network services, professional services and/or any other services by OmniAccess to Customer as set forth in the Master Agreement.

“Space Segment Provider” shall mean the legal entity that owns, operates and/or accesses the satellite(s) that provide(s) the actual space segment capacity for the Connectivity Services.

“Vessel” shall mean the vessel, platform or other Customer location(s) where Services are to be provided.

EXHIBIT A USE POLICIES

These OmniAccess use policies (“Use Policies”) specify the actions approved and prohibited by OmniAccess to Customers and users of OmniAccess’s various Equipment, software, Services, and the Internet Protocol network (the “Network”), whether by purchase or lease. OmniAccess reserves the right to modify the Use Policies at any time, effective when distributing the modified Use Policies to its Customers. Customer shall ensure that its users of the OmniAccess Equipment, software, Services, and Network are informed regarding, and shall comply with, these Use Policies. Customer’s and user’s use of the Equipment, software, Services, and Network constitutes acceptance of and agreement to the terms and conditions of these Use Policies.

Acceptable use of Equipment

Customers shall not use Equipment in an illegal, abusive or fraudulent manner, including but not limited to:

I. tampering with or altering Equipment except as specifically agreed to between the Parties;

II. tampering with or altering configuration settings of the modem, router and/or UNITY except as specifically agreed to between the Parties;

III. obtaining or attempting to obtain permission to use Equipment by providing false or misleading information;

IV. obtaining Equipment without having the intent to pay charges incurred;

V. intentionally interfering with or causing disruption in the provision of Equipment and/or Services to other Customers or third parties;

VI. using Equipment to further criminal activity;

VII. using 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 the intended effect of annoying, threatening or harassing such other persons; and

VIII. using Equipment in a manner that interferes unreasonably with the use of Equipment and/or Services by one or more other Customers.

Customer shall ensure that any part of the Equipment which is regarded as computer equipment, including the BDE and IT hardware, shall be installed in a suitable environment with appropriate cooling and protection. Customer shall undertake to implement all software and Equipment upgrades when instructed by OmniAccess or the manufacturer. Except for upgrades ordered by OmniAccess, or upgrades which are already in the scope of the OmniAccess Services, all costs related to such upgrades shall be borne by Customer. OmniAccess disclaims all liability if Customer does not implement such upgrade(s).

OmniAccess advises Customer on the positioning and installation of the Equipment and Customer shall follow such advices and/or any manufacturer’s advices. Not following such instructions shall result in the exclusion of any and all liability of OmniAccess for any service outages and the exclusion of the any warranty on the Equipment. Installation of Equipment and/or Customer owned equipment by Customer or a third party on board the Vessel is the sole responsibility of Customer. Customer shall ensure that any future mounting of Auxiliary Equipment or other items on the Vessel will not obstruct or disturb the ADE. If Customer is uncertain of the installation conditions, it shall contact OmniAccess for information before mounting any equipment or items. Customer acknowledges and agrees that Commissioning constitutes a procedure specific to the Vessel on which the Equipment is installed, and that any relocation of the Equipment will require separate Commissioning and prior approval by OmniAccess. All costs for such relocation shall be borne by Customer.

Customer agrees to abide by all of the current regulations in effect in countries where the Equipment may be used, including licensing requirements. Customers are advised to contact the embassy or trade office of the destination country prior to entry into that country.

Intellectual Property

Customer shall respect the Intellectual Property rights of OmniAccess, its vendors, third-party providers, content makers, and any other owner of Intellectual Property whose protected property may appear through the use of the Network, Equipment, or any other software or service provided in connection an agreement with OmniAccess. Except for material in the public domain, all material displayed in association with the Network or Equipment is copyrighted or trademarked and may not be copied, downloaded, redistributed, modified or otherwise exploited, in whole or in part, without the permission of the owner.

Use of Services and the Network

The Services and Network may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other Intellectual Property right used without proper authorization, and material that is obscene, defamatory, illegal, constitutes an illegal threat, or violates export control and sanction laws. Further examples of impermissible uses include, without limitation:

I. obtaining services or software without the intention of paying incurred charges;

II. using the Services and Network, its software or services to further criminal activity;

III. using the Services and Network, its services or software to make obscene or illegal communications, to impersonate another person with fraudulent or malicious intent or to communicate with another person so frequently or at such times of day or in any other manner with the intended effect of annoying, threatening or harassing such other persons;

IV. transferring data, images, videos, and programs that are libelous, defamatory, obscene, or pornographic, or which promotes violence;

V. using the Services and Network, its services or software in a manner that interferes unreasonably with the use of the Network, its services or software by one or more other Customers or third parties;

VI. violating certain generally accepted guidelines on internet usage, such as restrictions on mass e-mailings and mass advertising, or posting to inappropriate newsgroups;

VII. using the Services and Network, its services or software to gain or attempt to gain unauthorized access to any systems, networks or data ("hacking");

VIII. using the Services and Network, its services or software to ‘illegally’ download content

(which content is protected by third parties’ rights); and

IX. using the Services and Network, its services or software in any way that could plausibly expose OmniAccess, or any third party suppliers, to risk ofcriminal, regulatory, civil, or any other form of liability in any jurisdiction.

System and Network security

Violations of system or network security are prohibited, and include, without limitation:

I. allowing unauthorized third-parties to utilize the Network;

II. unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;

III. unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network;

IV. interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks;

V. forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting;

VI. engaging in any activity which threatens the integrity of any computer system, or violates generally accepted standards of internet conduct and usage, including but not limited to “denial of service” attacks, web page defacement, hacking, port and network scanning, “phishing” or the fraudulent use of email messages that appear to come from legitimate businesses for the purpose of identity theft, unauthorized system penetrations or distributing bugs, viruses, worms, Trojan Horses or such other harmful elements;

VII. engaging in any of the foregoing activities by using the service of another provider, by channeling such activities through any of OmniAccess’s IP addresses as a mail drop for responses or otherwise by using the services of another provider for the purpose of facilitating any of the foregoing activities if such use of another party’s service could reasonably be expected to adversely affect the Connectivity Services; or

VIII. reselling any OmniAccess services or software to any third parties without prior express written consent from OmniAccess.

Non-compliance

Customer acknowledges that it is responsible for the data transferred -by itself, its employees, or its users- via the OmniAccess Services and Network. OmniAccess reserves the right to restrict, suspend and/or terminate a Customer’s use of the Equipment, software, Services, and/or Network immediately if an unauthorized or illegal use is reasonably evident, in OmniAccess’s sole discretion and without any OmniAccess liability. Violations of obligations, rights of third parties, laws, regulations, and system or network security are prohibited, and may result in criminal and/or civil liability. OmniAccess will investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected.

Business ethics

Both Parties shall uphold the highest standard of business ethics in the performance of a contract. The Parties therefore commit to the ‘Marlink Group Code of Conduct’, to be found on www.marlink.com and which terms are fully incorporated herein. At request, OmniAccess shall send a copy of the Code of Conduct to Customer.

EXHIBIT B EQUIPMENT TERMS AND CONDITIONS

These Equipment terms and conditions (“Equipment Terms and Conditions”) shall govern all OmniAccess Equipment provided to or used by Customer and/or its end-user(s).

Ownership

Customer acknowledges that as between OmniAccess and Customer, OmniAccess owns and shall continue to own all Equipment, spare parts, supplies, software rights and licenses, and other property used by OmniAccess to provide the Services, including Intellectual Property, and that Customer shall have no right to use or retain possession of any such property following termination or expiry of the Master Agreement or an Order Form, except in the event Customer purchases any of such property. OmniAccess shall own all right, title and interest, including Intellectual Property in and to any work products that it may develop in the course of providing the Services, including without limitation trade secrets, copyrights, know-how and inventions, unless agreed otherwise in writing. Customer acknowledges that an order shall not create any third party’s right, title, interest or license in any software, Intellectual Property, invention, idea or knowhow unless explicitly stated in writing by OmniAccess. Customer shall make known to all third parties to whom notification is necessary in order to preserve the rights of OmniAccess that the leased Equipment and OmniAccess rights are and remain the exclusive property of OmniAccess.

Delivery and return of leased Equipment

OmniAccess shall deliver leased Equipment DAP (Delivered At Place, Incoterms 2020) to the agreed delivery location, unless agreed otherwise in writing. In the interpretation of the Parties’ obligations under Incoterms 2020, OmniAccess shall assume the role of the seller, and Customer shall assume the role of the buyer, in connection with delivery. Customer shall reimburse OmniAccess for any freight charges incurred and shall pay all applicable charges for delivery (including the order handling fee). In case Customer requests for shipment of leased Equipment more than four (4) months prior to service activation, OmniAccess may start invoicing for such Equipment at the rate of 50% of the contracted Monthly Fee (and these monthly fees come in addition to the Initial Term duration).

Customer shall, on request from OmniAccess, provide or adjust the security deposit during the provision of the lease if required. Such deposit shall not be used to offset amounts against OmniAccess invoices and shall be kept by OmniAccess during the whole duration of the lease. At termination or expiry of an Order Form, the security deposit shall be refunded by OmniAccess to Customer after receipt of the leased Equipment in good order.

Customer shall return the leased Equipment DDP (Delivery Duty Paid, Incoterms 2020), and crated, to a OmniAccess warehouse as specified by OmniAccess, unless instructed otherwise. In the interpretation of the Parties’ obligations under Incoterms 2020, Customer shall assume the role of the seller, and OmniAccess shall assume the role of the buyer, in connection with the return of the leased Equipment. Customer shall return any faulty or replaced part within thirty (30) days of receipt of the replacing part, to the address specified by OmniAccess, unless instructed otherwise. Failure of Customer to comply with its obligation to return any leased Equipment, shall entitle OmniAccess to invoice the replacement value of the unreturned leased Equipment. Customer shall reimburse OmniAccess for any freight charges incurred and shall pay all applicable charges for return of leased Equipment.

Importation and exportation of Equipment

Customer shall be responsible for all Equipment importation and exportation to and from the Vessel, unless agreed otherwise. In this respect, Customer shall (i) pay all applicable taxes, duties and fees related to the Equipment importation and exportation (also if OmniAccess takes responsibility for importation and exportation, when agreed); (ii) obtain at its cost such import and export licenses and

other consents that are required from time to time; and (iii) upon request, make those licenses and consents available to OmniAccess prior to the shipment of the Equipment.

If Equipment is imported by Customer, the leased Equipment shall be exported by Customer to the same location from which it was originally shipped or to a location designated by OmniAccess, upon OmniAccess’s option, at Customer’s expense. Customer shall be responsible for all required documentation for Equipment importation, exportation and movement. Notwithstanding any local law to the contrary, it is the intent of the Parties that the leased Equipment imported by Customer shall remain the sole property of OmniAccess. Customer shall at all times acknowledge and defend OmniAccess’s right, title, interest and ownership in and to the leased Equipment, regardless of where located, and Customer shall execute such documents of title as OmniAccess may request, from time to time, evidencing OmniAccess’s rights in and ownership of the leased Equipment.

Use and care of Equipment

Customer is responsible for the security, protection and care of the Equipment upon leaving OmniAccess’s possession and for leased Equipment until its return to OmniAccess. Customer shall use the Equipment in accordance with (a) these Equipment Terms and Conditions, (b) applicable laws, licenses and regulations, (c) manufacturer’s specifications, (d) a suitable operating environment, and (e) OmniAccess’s Use Policies (Exhibit A above). Any use of the Equipment not in accordance with the preceding shall void applicable warranties provided under the Master Agreement, and OmniAccess may recover additional fees for Customer’s non-contemplated uses of leased Equipment.

Specific Vessel and coverage area, right on inspection

Customer shall use the Equipment and Services at the Vessel and -for Connectivity Services- in the coverage area provided for in Appendix 1 and/or the applicable Order Form, and during the agreed contract term.

For Connectivity Services, OmniAccess has the option to select the satellite, Equipment (“ADE” shall mean above deck equipment (the antenna) and “BDE” shall mean below deck equipment (the rack including its OmniAccess provided equipment) and Facilities used to provide such services.

At all times, OmniAccess shall have the right to inspect the Equipment at its own cost and expense, subject to Customer’s reasonable instructions, Vessel schedules, operations, and safety and security rules. OmniAccess shall notify Customer of an inspection with a minimum of ten (10) days notice, and the inspection shall take place within thirty (30) days from such notice, failing which OmniAccess may suspend the Services.

Insurance

Leased connectivity Equipment insurance obligation: From delivery until the date the leased Equipment is returned to OmniAccess, Customer shall maintain insurance for the leased Equipment with a reputable insurance company. The insurance shall cover against loss of and damage to the leased Equipment in the event of any claim brought against Customer during the time which the leased Equipment is at Customer’s risk. On request, Customer shall provide a valid insurance certificate, in the English language and in PDF format, prior to delivery of the leased Equipment. The insurance certificate will need to include the following information: vessel name(s) / IMO number(s), leased Equipment covered, insurance cover amount, insurance cover period and risk covered (e.g. loss, damage, etc.). OmniAccess shall always have the right, in case of damage or total loss of the leased Equipment, to invoice Customer the replacement value of this leased Equipment.

Purchase of Equipment

If Customer opts to purchase Equipment from OmniAccess (via a one-time fee or otherwise), OmniAccess’s Equipment shall become the property of Customer (OmniAccess provided Customer owned equipment) from the moment the related invoice is paid by Customer in full. Customer acknowledges that Equipment pricing may vary, and that the purchase price shall be confirmed by OmniAccess when Customer is filing the order. Customer shall be invoiced after delivery, however, a partial pre-payment prior to delivery may be applied. Equipment is sold net of tax, shipping or insurance and FCA (Free Carrier, Incoterms 2020) at a OmniAccess warehouse, unless agreed otherwise in writing. An order handling fee shall apply. OmniAccess does not sell Equipment only; such purchase shall always come with a monthly subscription (such as for airtime, or IT services). Customer acknowledges that appropriate maintenance (for Connectivity Services including Preventive Maintenance Services) on the OmniAccess provided Customer owned equipment is required in order to be provided with quality services. If Customer wishes OmniAccess to maintain the OmniAccess provided Customer owned equipment, Parties shall agree on this (and the specifics thereof), in case of which the Service Level Agreement (including connectivity Outage Credits) shall equally apply to the OmniAccess provided Customer owned equipment, until such purchased Equipment is end of life. Customer shall comply with all applicable laws, rules and regulations, including but not limited to EU directive 2012/19/EU regarding ‘WEEE’ (Waste Electrical & Electronic Equipment), as amended.

Glossary:

“BroadBeam Service Agreement” shall mean the contract by which the Customer purchases VSAT connectivity services from OmniAccess.

“Commissioning” shall mean the testing and activation of Equipment by OmniAccess at a Vessel.

“Commissioning Date” shall mean, with respect to each Vessel or Connectivity Service, the earlier of: (i) the date Connectivity Services are commissioned by OmniAccess; (ii) the date any Connectivity Service is used by Customer for purposes other than testing; or (iii) if applicable, the date the Handover Document is signed by the Parties’ representatives.

“Connectivity Service(s)” shall mean the VSAT connectivity services provided by OmniAccess to Customer.

“Contract” shall mean a contract (including its annexes), Service Agreement, subscription form or quotation applicable between Customer and OmniAccess, as may be amended from time to time.

“Customer” shall mean the legal entity which has entered into a contract with OmniAccess. If Customer allows other Customer legal entities (sub-contracted Customer entities) to sign any agreement under the contract, such sub-contracted Customer entity shall be primarily responsible for the agreement it signed (and ultimately Customer shall be responsible).

“Early Termination Charges” shall mean the amounts to be paid by Customer to OmniAccess in the event a Vessel is terminated before the end of the commitment period for any reason other than OmniAccess becoming a defaulting party or Force Majeure.

“Equipment” shall mean the equipment, materials and devices, including associated software, provided by OmniAcces and/or installed at any Vessel, described in any Contract or used by OmniAcces to provide the Connectivity Services. Equipment does not include purchased goods by Customer or other Customer provided ADE / BDE equipment or items, which will be referred to as “Customer Equipment”. The Equipment shall remain under OmniAccess title and ownership during all times, except if it is sold to Customer. “ADE” shall mean above deck equipment (the antenna) and “BDE” shall mean below deck equipment (the rack including its OmniAccess provided equipment).

“Facilities” shall mean teleports, satellites, ground stations and switching facilities used to provide the Connectivity Services.

“Initial Term” shall mean the minimum contract term per Vessel as defined in a Contract or, if no term is defined therein, twelve (12) months as from the Commissioning Date.

“Monthly Fee” shall mean the fixed monthly charge for the Connectivity Service, and when applicable any ordered value added service(s) and/or Equipment as contracted.

“NOC” shall mean OmniAccess Network Operations Center.

“Onboard Services” shall mean Preventive Maintenance Services and On-Call Repair Services.

“On-Call Repair Service(s)” shall mean any repair service visit to the Vessel.

“Party” or “Parties” shall mean Customer and/or OmniAccess. OmniAccess and Customer will be referred individually as a ‘Party’ and collectively as the ‘Parties’.

“Preventive Maintenance Services” shall mean any onboard routine inspection and preventive servicing of the Equipment.

“Service Agreement” shall mean the support services as agreed in the annex of the Contract called “Service Agreement”.

“Services” shall mean the provision of Connectivity Services, Onboard Services and any other services by OmniAccess to Customer as set forth in a Contract.

“Use Policies” shall mean the OmniAccess Use Policies

“Vessel” shall mean the vessel, platform or other Customer location(s) where Services are to be provided.

20+

15+

700+

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General Terms & Conditions