TELEMAR Group General Terms and Conditions

The following General Terms and Conditions apply to Customers using Telemar’s Equipment and Services provided under a Contract. 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 are generally applied in all cases in default where no different provision is accounted for in a dedicated contract between Telemar and the Customer for the services provided.

These General Terms and conditions collectively represent and apply to the Telemar entities:

  • Compagnia Generale Telemar Spa, Italy

  • Telemar Norge AS, Norway

  • Telemar Electronics GmbH, Germany

  • Telemar UK Ltd, UK

  • Telemar Oy Ab, Finland

  • Telemar Shanghai Ltd, China

 Each and any of the above are collectively referred to as “Telemar” for the scope of the present document.

Index of contents:

  1. Purpose and scope
  2. Validity and application of the provisions
  3. Charges, Invoices, Payment and Taxes
  4. Purchase of equipment
  5. Supply of spare parts
  6. Customer’s general rights and obligations
  7. Importation and exportation of Equipment and spare parts
  8. Export control and sanctioned counties
  9. Compliance with laws
  10. Gifts and payments
  11. Term and termination
  12. Installation
  13. Warranty
  14. Confidentiality
  15. No third party benefits
  16. Representations and Warranties
  17. Indemnification
  18. Limitation of liability
  19. Force Majeure
  20. Personal Data (GDPR)
  21. Assignment
  22. Waiver
  23. Severability
  24. Independent contractor relationship
  1. Counterparts
  2. Governing law and arbitration
  3. Intellectual Property
  4. Business ethics
  5. Safety and travel restrictions

  1. Purpose and scope

These GT&C shall control and govern all transactions between the Parties and all Telemar Services provided to or used by the Customer under a Contract.

The Customer’s request for Equipment and/or Services shall be set out in a dedicated Contract and any terms specified therein shall supersede these General Terms, where necessary or applicable.

The applicable Contract may not be modified, amended, altered, supplemented, added to, canceled or terminated except by written agreement signed by the Parties.

Telemar may, from time to time, at its option, add, delete or modify the Services available to Customer under these General Terms if such amendment is imposed by circumstance, with thirty (30) days’ notice.

In the unlikely event that there is any conflict between documents (these General terms and the contract for the provisioning of the services), the order of precedence shall be (1) the Contract including any amendment(s) thereto, (2) these General Terms and Conditions.

  1. Validity and application of the provisions

The delivery of all products, services, projects and proposals will be executed on the basis of these underlying general terms and conditions. They shall therefore apply to all transactions in place between Telemar and the Customer even in those cases where a separate specific contract is not in place. Upon acceptance of the equipment, goods and/or services at the latest, these general terms and conditions are deemed accepted and any other contrasting business term and condition which has not been formally undersigned, objected to.

  1. Charges, invoices, payment and taxes

  • Invoices shall be sent by Telemar to the invoice address as provided by the Customer. All payments under a Contract to Telemar shall take place within thirty (30) days of the invoice issue date, unless otherwise specified on the related contract or invoice 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 the Customer.
  • 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 Services or the Facilities used to provide and use the Services. The Customer is responsible for payment of all such additional charges, in addition to Telemar’s charges. In the event that the Customer is required to make any deduction or withholding in respect of any payment to Telemar under a Contract, the Customer shall pay to Telemar such additional sum as shall enable Telemar to be paid in full. Payments made to Telemar, which are subject to a withholding tax, require a certificate of payment of the withholding of Customer.
  • The Periodical fee related to a contract, where applicable, will be invoiced in advance. Ad hoc on-board Services, freight costs, travel costs and expenses and any other charge generated beyond the coverage of the services included in the contract will be invoiced in arrears upon completion of the service.
  • Telemar 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, the Customer will be liable to Telemar for Telemar’s costs of collection, including but not limited to reasonable attorney’s fees, court costs, and other such costs as may be incurred.
  • In the event that the Customer fails to make payment of undisputed (parts of the) invoices to Telemar by the due date, Telemar may at its sole discretion choose to suspend its Services to the Customer pending receipt of outstanding amounts, including any applicable late payment interest. A notice period of fifteen (15) days shall apply before suspending.

If Telemar determines, in case of proven late payments by the Customer, that it is commercially prudent to obtain financial security against the Customer, Telemar shall be entitled to require the Customer -at its costs- to provide such financial security in an amount and form that Telemar deems reasonably appropriate. Failure by the Customer to timely provide such exact financial security shall be deemed to be a material breach of the Customer’s obligations under a Contract.

  • Unless otherwise specified in the related service contract undersigned by the parties, Telemar 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, the Customer will be liable to Telemar for Telemar’s costs of collection, including but not limited to reasonable attorney’s fees, court costs, and other such costs as may be incurred.
  • In the event that Customer wishes to dispute an invoice, the Customer must notify Telemar 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 Telemar after the claim period set out above shall be deemed null and void, unless Telemar decides to honor such claim. If Telemar accepts a claim made by the Customer, Telemar shall correct the prior sent invoice.
  • On a semestrial basis, for prices applicable as from 1st of January and/or 1st of July, Telemar is entitled to apply indexation to all prices upon thirty (30) days’ prior written notice to Customer, following the “Producer Price Index” (PPI) OECD – Europe (findable through https://data.oecd.org/price/producer-price-indices-ppi.htm – exact link location may be subject to change), for all services (including equipment) supplied and still to be supplied on vessels and/or sites.

    The prices are calculated by applying the following formula: P = P0 * (I / I0), where:

    P = price for the upcoming period

    P0= current price

    I = average of the last 6 values available (6 months) of the “Producer Price Index” (PPI) OECD – Europe at the moment of Marlink’s evaluation

    I0 = value of I used for the last price revision

    When Telemar applies the first price revision as from the contract starting date, I0 is the average of the “Producer Price Index” (PPI) OECD – Europe for the 6 months preceding the starting date.

  1. Purchase of Equipment

In all cases where the Customer purchases Equipment from Telemar. Telemar’s Equipment shall become the property of Customer from the moment the related invoice(s) is paid by the Customer in full. A partial pre-payment prior to delivery may be applied. Equipment is sold net of tax, shipping or insurance.

  1. Supply of spare parts

The defective parts replaced during service in execution of the contract in place between Telemar and the Customer or during a service call following a service order, become the property to all effects of Telemar, and the Customer is committed, excepting cases beyond his control or unless Telemar waives this obligation in any given circumstance, to return them to Telemar. Failing this, Telemar reserves the right to charge the Customer for the unreturned items at a price to be agreed upon between the parties.

  1. Customer’s general rights and obligations

In addition to its other obligations under a Contract and these GT&C, the Customer shall at its expense:

  • transport Telemar personnel to and from any offshore site and provide lodging for Telemar personnel while offshore;
  • ensure that the Telemar engineers enjoy the same subsistence rights and comfort as the Customer’s own employees, including food and lodging;
  • provide such logistical support and assistance as Telemar may reasonably request in connection with the maintenance, installation and de-installation of the Equipment, including lifting the Equipment onboard / off the Vessel and facilitating cabling, all in accordance with the agreement or contract in place;
  • be responsible for all physical modifications to the Vessel as necessary or required for the installation or modification of the Equipment, and upon request provide Telemar with the general arrangement drawings describing the Vessel’s design to facilitate the installation process;
  • ensure the provision of Auxiliary Equipment and be responsible for any and all Auxiliary Equipment and services necessary to perform maintenance and /or installation of contracted equipment, including any welding or other “hot work”, of the Equipment, including cable runs necessary to complete any shipboard modifications;

The Customer shall furthermore reimburse Telemar for:

  • any freight charges incurred for the return of equipment or spare parts;
  • any custom duties, tariffs and fees related to delivery or return;

  1. Importation and exportation of Equipment and spare parts

7.1 The Customer shall, if Telemar does not elect otherwise, be responsible for all Equipment and spare part importation and exportation to and from the Vessel. In this respect, the Customer shall :

  • (i) pay all applicable taxes, duties and fees related to the importation and exportation;
  • (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 Telemar prior to the shipment of the Equipment and/or spare parts.

 

7.2   Telemar may, at its option, be responsible for importation and exportation. In such cases the Customer shall reimburse Telemar for the payment of all applicable taxes, duties and fees related to such importation, exportation and movement and the costs involved in the issuance of the import and export licenses and other consents that may be required from time to time.

 

  1. Export controls and sanctioned countries

 

8.1      The Customer acknowledges that it shall comply with applicable export control laws, regulations and sanctions, and will obtain all government licenses to export, re-export or import Telemar’s Equipment as may be required, regardless of where Services are provided. The Customer shall not, without first obtaining any necessary licenses, export or re-export any of Telemar’s Equipment, proprietary information or related technical data: (i) to any country subject to comprehensive UN sanctions, U.S. sanctions including, without limitation, on Cuba, Iran, Sudan, North Korea or Syria, sanctions of the EU and UK 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 U.S. 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 the case of such an export, re-export or import, Customer must provide Telemar 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 Telemar’s Equipment and/or Services in the earlier mentioned sanctioned and/or prohibited destinations. The Customer will not cause the Vessel, including Telemar’s Equipment and Services, to move to or to be used in any sanctioned and/or prohibited destination without Telemar’s authorization, knowledge and any applicable government licenses.  

 

8.2      The Customer acknowledges that it will not use, directly or indirectly, Telemar’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 a Contract, Telemar reserves the right to refuse to provide Equipment, Services or any goods and suspend or terminate a Contract in its entirety, without any liability, if Telemar has a good faith basis for believing the Customer or any of its related parties has violated, or intends to violate, any applicable export control law or sanction regulation.

 

8.3      If the Customer causes a Vessel to be moved to a sanctioned or prohibited location, where the provision of Services to the Customer is subject to and in breach of applicable embargoes, sanctions or local country law(s) under the jurisdiction of the Vessel, Telemar has the right to immediately suspend its obligations with respect to such Vessel even within the terms of the contract in place. Telemar will duly inform the Customer regarding further steps to be taken including the ultimate consequence of the contract termination.

 

8.4      The Customer agrees to indemnify, defend and hold harmless Telemar 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.

  1. Compliance with laws

Telemar and the Customer shall each comply with the applicable laws, regulations, and orders pertaining to their activities related to a Contract, including but not limited to those applicable to labour, wages, hours, equal opportunity and other conditions of employment, and the environmental health and safety of personnel. The undertakings and obligations of Telemar under a Contract are subject to the requirements of applicable US, EU, UK and foreign laws and regulations, and to Telemar receiving any necessary governmental authorizations, licenses and approvals, and such permissions remaining available.

  1. 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 any Contract, 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 applicable Contract. 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.

  1. Term and termination

11.1    A contract shall be valid and effective from the effective date of validity expressed in the signed contract and shall termite at the contract designated date taking into account also the tacit renewal periods, where present. Termination of a Contract for a Vessel requires a written notice and the contract terms shall be applied in such cases as expressed in the contract itself.

 

11.2    Each Party can terminate a Contract 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 prior to the end of the Initial Term or the then current Renewal Term.

 

11.3    A contract shall be terminated in case of sale, loss or final lay-up of a vessel and the early termination clauses of said contract applied as per the terms set forth in the contract itself.

 

11.4    Either Party may immediately terminate the applicable Contract 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.

In the event that the Customer fails to pay when due, Telemar may, at its option, (i) require Customer to provide security if Customer’s invoice payments are late on two or more occasions, (ii) suspend Services according to article 3 – Payment, or (iii) terminate the applicable Contract in case of material breach

Telemar may terminate a Contract 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) if the Customer is subject to criminal, financial or ethical investigation.

 

11.5    Telemar may, with no liability whatsoever, suspend or terminate Services to the 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 a Contract any Equipment, Facilities, or property used by Telemar to provide Services to the 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, Telemar will have the right, upon written notice to the Customer, to terminate Services affected by the taking. This equally applies if Telemar loses its rights from its Licensing Authorities.

 

11.6    Termination or expiration of a Contract 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 a Contract to survive such date.

After termination or expiry of a Contract, 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 under a Contract, including Early Termination Charges (if any) 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 a Contract.

  1. Installation

Unless otherwise specified in the sales transaction between Telemar and the Customer for  specific turn-key projects, Telemar is not responsible for the physical installation and accessory work the installation of the equipment normally entails.

Upon delivery of the equipment, the installation shall be carried out in cooperation with the -Customer who shall be responsible for a variety of tasks. Telemar shall inspect the installation site, the devices to be interfaced, if any, and shall provide instructions for the preparation and accessory work to be performed under the Customer, as well as technical drawings and an installation plan as the case may require. Telemar shall, upon completions, be responsible for the connections, interfaces, firing-up, putting into operation and handing over of the equipment.

The following tasks are under the Customer’s responsibility, to be performed by ship’s staff or third parties on the Customer’s account, as the case may be:

  • All placement siting-connected activities for the physical installation of the equipment such as fabrication of auxiliary masts, support platforms, deck apertures, consoles etc.
  • Insulation of stays, earthing provisions, electrical interference suppression measure of machines and other equipment on board.
  • Provisioning and laying of power cables (including the special cables furnished with the equipment, where applicable).
  • The hoisting of the equipment on board and/or antennas and other mast-mounted devices including provisioning for cranes, hemp ropes and blocks, as necessary.

  1. Warranty

Telemar warrants that all the hardware products it commercializes are free from manufacturing or material defects. The warranty on such equipment shall extend over a period of twelve (12) months, unless expressed otherwise in the related sales transaction.

13.1 The warranty term shall become effective as of the delivery date. In the case that operation or maintenance instructions, tampering, willful damage or damage caused by meteo conditions are not adhered to; where the equipment has been modified, parts replaced or consumables used that do not correspond with the original specifications from the manufacturer, all claims shall become void.

13.2 The Customer must inform Telemar in writing of all defects immediately upon occurrence, however, at the latest within one (1) week

13.3 In the case of a warranty notification from the Customer, Telemar can demand at its own discretion:

  • For the defective equipment to be returned to Telemar or to the manufacturer, as the case may be, for in-house repairs
  • For the customer to provide access to the equipment (on board the vessel) for on-board repairs via a Telemar authorized Field service engineer, or its agent or associate.

In the event that the Customer demands that the repair work to be performed under warranty is carried out on-site, unless otherwise specified in the sales transaction/contract, Telemar shall accommodate such request in which any spare parts subject to warranty shall not be charged to the Customer whereas labour and traveling costs and expenses shall be charged to the customer according to the standard Telemar rates in force.

13.4 Liability for normal wear and tear shall be excluded form the application of a warranty repair. Telemar shall furthermore, not be held liable for any deficiencies in the functionality of the equipment if the installation and/or placing into operation of the equipment was not carried out by Telemar or an authorized dealer or representative.

13.5 The customer is the only party to be directly entitled to warranty claims against Telemar and this entitlement cannot be assigned.

13.6 This article governs the warranty procedures in a definitive manner excluding any other default arrangement or claim on behalf of the Customer including, but not limited to, claims for damages for the assurance of features which are to secure the customer for the risk of consequential damage.

13.7 Claims for damages as a result of impossibility to perform, non-performance, violation of contractual duty, negligence and force majeure events shall be excluded to both Telemar and its vicarious agents or assistants.

13.8 Should the Customer deem equipment to be defective and initiate a warranty repair procedure which should subsequently result in faulty operation of the equipment or any other reason rendering the warranty claim void, Telemar shall be entitled to charge the cost of the diagnosis to the Customer.

  1. Confidentiality

The Parties agree that all pricing, technical and commercial information related to the applicable Contract 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 a Contract by three (3) years.

  1. No third party benefits

By entering into a Contract, Telemar only accepts contractual obligations towards the Customer. The provisions of a Contract are solely for the benefit of the Parties hereto and their lawful successors and assignees, and no other party may seek to enforce or benefit from any provisions. Telemar shall only be responsible towards the Customer to the extent explicitly provided for in a Contract, and the Customer shall indemnify Telemar from any excess claim from any third party in connection with a contract between the 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 Contract.

  1. Representations and Warranties

Telemar makes only those warranties, if any, set forth in the Service Agreement and 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. Telemar does not warrant that the services provided under a contract will be error free or without interruption.

Each party entering into a contractual agreement represents and warrants to the other party that:

  • it is duly organized under the laws of its jurisdiction of incorporation,
  • that it has all requisite authority and approvals to enter into a contract, to issue related certificates and perform its obligations thereof, and
  • that all requisite corporate action has been taken for the execution, delivery and performance of a contract

  1. Indemnification

17.1    Telemar shall indemnify, defend and hold free and harmless the Customer 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 the services provided under a contract in favour of the Telemar Group, on account of bodily injury, death or damage to property, provided that such indemnity shall not extend to the Customer’s duty to compensate Telemar as set out elsewhere in a contract. Telemar’s indemnity under this article shall be without regard to and without any right to contribution from any insurance maintained by the Customer.

 

17.2    The customer shall indemnify, defend and hold free and harmless Telemar and the Telemar 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 Telemar and the Telemar Group, arising in connection with the services provided under a contract in favour of the Customer, on account of bodily injury, death or damage to property. The customer’s indemnity under this article shall be without regard to and without any right to contribution from any insurance maintained by Telemar.

17.3    The Customer shall indemnify, defend and hold free and harmless Telemar and the Telemar group from and against, and shall pay all expenses (including reasonable legal fees) and satisfy all judgements which may be incurred by or rendered in connection with any claims and brought against Telemar by a third party arising from or in connection with:

  • any libel, slander or invasion of privacy or any allegation thereof or infringement of copyright or intellectual property rights arising as a result of the use of the services, and
  • the loss of confidential information resulting from delays, non-deliveries, mis-deliveries of service, or
  • the failure to obtain, maintain in force or comply with any licenses or authorizations

 

17.4    This article shall survive the termination or expiration of the applicable contract.

  1. Limitation of liability

18.1    Nothing in any contract shall operate to exclude or limit either party’s liability to the other for:

  • death or personal injury caused by its negligence or
  • fraudulent misstatement, or
  • any other liability which cannot be excluded or limited under applicable law.

18.2    Subject to art. 18.1, neither party shall be liable to the other for any

  • Indirect, special, incidental, punitive or consequential loss or damage whatsoever, or
  • Loss of profit, loss of revenue, loss of use of assets, or loss of product or facilities (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.

 

18.3    Subject to articles 18.1 and 18.2, Telemar’s total aggregate liability under or in relation to a contract, including liability for breach of contract, misinterpretation (whether tortious or statutory), tort (including negligence) or breach of statutory duty shall not exceed the amount of USD 20,000 (twenty thousand United States Dollars).

 

18.4    Subject to articles 18.1 and 18.2, except to the extent caused by the willful misconduct of Telemar, and then provided that the loss was reasonably foreseeable at the time that such injury or damage was caused, Telemar shall not be liable to the Customer for:

  • Any maintenance caused issue or non-performance;
  • Any loss or damage to vessels occurred in connection with the installation and/or service performed to the extent as allowed by law;
  • Any failure in or breakdown of equipment or facilities associated with the service provided, or any other act or omission of Telemar in connection with the services provided hereunder, whatever the cause, and whether attributable to any act or omission of Telemar or its subcontractors, service associates or suppliers;
  • Any malfunction, lack of maintenance, failure to function, incompatibility, damage to or defect or consequence thereof, that is not caused directly by the willful misconduct of Telemar personnel

 

18.5    Telemar will have no liability to the customer’s clients, customers, contractors, partners, co-venturers, owners or affiliates (“Customer’s third parties”) arising out of or related to a contract, and the Customer shall indemnify, defend and hold Telemar, its affiliates, and each of their officers, directors, employees, agents 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 a contract.

18.6    All claims must be made in writing by registered mail to Telemar within three (3) months from the time in which the customer became or should have been aware of the event causing the relevant claim.

  1. Force Majeure

Except for obligations related to the payment of money owed, the Parties shall be excused from performing under the terms of a Contract, 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 a Contract, 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.

  1. Personal Data (GDPR)

In compliance to UE n° 679/27th April 2016 (GDPR), each party acknowledges that the personal data supplied to the other party by the users of the provided service are necessary so as to comply with the applicable Laws and Regulations, the terms and conditions described herein and those related to the pertaining contract.

The Customer, therefore, is aware upon entering into  contractual relationship with Telemar that the latter may use the personal data it becomes in any way acquainted while performing the services related to the contract, to the sole extent required to fulfill the related contractual obligations, within the prescribed and applicable terms and in compliance to the administrative rules and provisions.

  1. Assignment

Neither Party may sell, assign, nor transfer a Contract 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.

  1. Waiver

No waiver by any Party of any one or more defaults by another Party in the performance of any provision of a Contract 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 a Contract unless such Party has expressly stated, in writing, that it does waive, release or modify such right.

  1. Severability

If any term or provision of a Contract 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 Contract without the unenforceable provision(s) is consistent with the material economic incentives of the Parties.

  1. Independent contractor relationship

Nothing contained in a Contract shall be deemed or construed by Telemar or the 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 Telemar and the Customer.

  1. Counterparts

A Contract may be executed in two or more counterparts, each of which shall constitute one and the same original. A facsimile or electronic signature shall be as valid as an original.

  1. Governing law and arbitration

26.1    A Contract shall be construed and interpreted in accordance with the applicable laws in the country where the Telemar entity undersigning the contract is registered.

26.2    In the event that a dispute arises with respect to the interpretation or implementation of any provision of a Contract, the Parties agree to use all reasonable efforts to resolve such dispute amicably through negotiations. Any disputes arising out of or in connection with a Compagnia Generale Telemar S.p.A. contract, shall be brought before the competent  court of Genoa, Italy;

Telemar Norge, before the competent Oslo Chamber of Commerce Arbitration Court, Norway;

Telemar Elektronics, before the competent court of Bremerhaven

Telemar UK, before the competent court of London, UK

Telemar Finland, before the competent court of Helsinki, Finland

Telemar China, before the competent court of Shanghai, China

The language of any legal proceeding shall be English, for as much as permitted.

26.3    Notwithstanding the prior sentences, Telemar is entitled to initiate legal proceedings within any other jurisdiction in which proceedings may lawfully be taken against the Customer.

To the extent that the implementation, provision, uses and/or restoration of the Services provided under a Contract by Telemar is regulated by a state regulatory agency or a regional or international organization, the Parties agree to comply with the rules and regulations of any such agency or regional or international organization.

  1. Intellectual Property

The Customer must respect the Intellectual Property rights of Telemar, its vendors, third-party providers, and any other owner of Intellectual Property whose protected property may appear through the use of the  Equipment, services or any other software or service provided in connection an agreement with Telemar.. Except for material in the public domain, all material displayed in association with the provided services 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.

  1. Business ethics

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

  1. Safety and travel restrictions

Telemar may at its discretion deny a request for specific Onboard Services under a Contract if the provision thereof would cause unreasonable burdens or risks to Telemar or its employees. Such reasons include but are not limited to complex or lengthy processes on visa requirements for the Telemar field service engineers, travel to locations for which a restricted travel advice has been issued by a Ministry of Foreign Affairs or any other relevant governmental authority, or which in Telemar’s opinion entails an unacceptable risk to the health and/or safety of the Telemar personnel.