Terms & Conditions
TERMS AND CONDITIONS OF SUPPLY (SERVICES)
1.1 In these Terms:
Acceptable Use Policy means the Acceptable Use Policy located on the Site;
Agreement means any agreement entered for the provision of Services by us to you, including the Online Application, the Acceptable Use Policy and these Terms;
Confidential Information means any information that is confidential or proprietary information of ours (our Related Entity) or the Network Operator, including without limitation, the Intellectual Property and any information that is conspicuously identified as “Confidential” or “Proprietary” or a similar protective designation;
Effective Date means, the date of first delivery of the Services;
End User Licence Agreement means any end user licence agreement governing the Subscriber’s use of the Services as notified by us;
Fees means the connection fees, service fees, usage fees and any other fees as referred to in the Online Application pertaining to the provision of the Services provided to you under the Agreement;
Head Contract means the contract between us (or a Related Entity) and the Network Operator under which we are authorised to supply the Services to you;
Initial Term means the Initial Term referred to on the Online Application commencing on the Effective Date;
Intellectual Property means all our (our Related Entity) or the Network Operator’s intellectual property, including without limitation, inventions, patents, copyright works, trade marks, trade secrets, know how, works, computer software (including source code), ideas, processes, discoveries, methods and all other forms of intellectual property and any applications or registrations thereof;
Network Operator means the network operator which has authorised us to provide the Services to you;
Online Application means the online application or user sign up webpage on the Site which you must complete setting out your details and the details of the Services, together with any enclosures, attachments or annexures, which form part of the Agreement;
Order means a order placed by you to us for the provision of the Services on the Site in accordance with these Terms;
Parties means us and you and “Party” refer to either as so determined by the context;
Renewal Term means the renewal term as referred to in the Online Application.
Related Entity has the same meaning as under the Corporations Act (Cth);
Services mean the dedicated satellite access services and any value added services provided to you by us under the Agreement, and includes any other services agreed in writing to be provided by us to you from time to time;
Site means the www.star2m.com; and
Terms mean these terms and conditions of supply of the Services.
2.1 Customers must place all Orders to the Supplier on the Site.
2.2 These Terms apply to the provision of the Services by Star2M Pty Ltd, including its successors or assigns (“we”, “our” or “us”) to the person or entity described in the Online Application or to whom the Services are provided to (“you”). In the event of any inconsistency between these Terms and any other documents forming the Agreement, these Terms will prevail.
2.3 Terms governing your use of the Services are set out in these Terms, the Acceptable Use Policy and the End User Licence Agreement. In the event of any inconsistency, the terms of the End User Licence Agreement will prevail.
2.4 You accept these Terms when you place an Order for the provision of the Services on the Site.
2.5 We may in our absolute discretion refuse to accept any Order.
2.6 The application of the United Nations Convention on Contracts for the International Sale of Goods or Services (Vienna Convention) is expressly excluded.
3. Commencement and termination
3.1 Subject to clauses 10, 11 and 12 below, the Agreement shall commence on the Effective Date and continue for the Initial Term, and will automatically renew for the Renewal Term, unless terminated:
(a) by either party, on expiration of the Initial Term or during any Renewal Term, giving the other party 30 days’ written notice; and/or
(b) by us, on written notice to you in the event that we are for any reason no longer authorised to provide all or part of the Services, including but not limited to the Head Contract being terminated.
4. Supply of the Services
4.1 We will provide the Services to you for the Initial Term and any Renewal Term subject to these Terms.
4.2 Any date for the supply of the Services is an estimate only and is not a contractual commitment. We shall use best endeavours to promptly comply with any supply, requirements set out in the Online Application but, to the extent permitted by law, shall not be liable to you in the event that we fail to deliver the Services by any estimated date of delivery. In the event that we fail to provide the Services by the estimated delivery date, we will take all reasonable steps to supply the Services within a reasonable period.
4.3 You shall be responsible for obtaining all necessary approvals, permits and authorities required for the supply of the Services by us and you hereby indemnify us against any claim or liability suffered by you by reason of any failure to obtain any such approval, permit or authority.
4.4 You hereby warrant and undertake that you shall:
(a) not use nor allow the Services to be used for any improper, unethical or unlawful purpose, or in any way which may cause injury or damage to persons or property or interruption to the Services;
(b) only use the equipment approved and provided by us (or our Related Entity), and comply with all laws and all directives by us (or our Related Entity) relating to the use of the equipment and the Services;
(c) not, and shall not permit any third party to, reverse engineer, decompile, modify or tamper with the Intellectual Property contained in or pertaining to any of the Services.
5. Payment of Fees
5.1 In consideration for the provision of the Services, you shall pay us the Fees, as detailed in the Online Application and whether or not the Services have been, or are being utilised by you.
5.2 Unless specifically stated otherwise, all Fees payable under the Agreement are exclusive of any applicable GST or value-added tax or equivalent, the liability of which shall vest with you.
5.3 You acknowledge and agree that any discount, rebate or other special offer provided by us to you in the Online Application which is applied at the Effective Date will only be valid for the Initial Term and will not, unless otherwise agreed to by us in writing, continue for any Renewal Term.
5.4 Unless otherwise agreed to by us in writing, you must make payment to us:
(a) for the provision of the Services on presentation of our invoice and against commissioning of the Services; and
(b) of annual service Fees annually in advance by EFT or credit card in cleared funds within 7 days from date of the relevant invoice.
5.6 Payment terms may, where reasonably necessary, be varied or revoked upon us giving prior written notice to you, including without limitation, to account for any changes to:
(a) applicable taxes, laws, regulations; or
(b) the Head Contract or changes to any authorisation or approval made under the Head Contract.
5.7 The time for payment is of the essence.
5.8 Any migration to upgrade the Services to be provided to you from one service to another during the Initial Term is subject to our approval in our reasonable discretion and we shall be entitled to charge additional fees for migrations, but which fees may not exceed the amounts approved or fixed by the responsible regulatory authority from time to time and which are to be approved by you before any migration works commence. We will not accept any migration to downgrade the Services provided under the Agreement during the Term.
5.9 We may impose a cancellation charge equal to the amount of the Fee for the Services in respect of any costs or losses we may incur (including but not limited to any administration costs for any Agreement that is terminated by you) before or during provision of the Services.
5.10 We may charge interest if full payment of any amount is not made by any due date. Interest will be charged at the rate prescribed by the Penalty Interest Rates Act 1983 (Vic) from time to time, from the due date until full payment is received.
5.11 You acknowledge and agree that if any of the following occurs:
(a) we reasonably consider that your creditworthiness has become unsatisfactory;
(b) an order is made, or a resolution is passed, to bankrupt you or to wind up, a meeting is called to consider a resolution to bankrupt you, wind up or a provisional liquidator is appointed;
(c) a receiver or receiver and manager is appointed over the whole or part of your business or assets;
(d) you enter into any arrangement or composition with any of your creditors;
(e) you are placed under administration or a meeting is called or some other step taken to place you under administration;
(f) you cannot pay your debts as they fall due; or
(g) you fail to comply with these Terms,
then all money which would become payable by you to us at a later date on any account, becomes immediately due and payable without the requirement of any notice to you, and we may, without prejudice to any of our other accrued or contingent rights:
(h) cease or suspend the supply of the Services; and
(i) by written notice to you, terminate any uncompleted Agreement with you.
6. Changes to Pricing and Fees
6.1 We may vary future Fees, upon reasonable prior written notice (of at least 30 (thirty) days) of any variation to future Fees, either in whole or in part, with effect from the date specified in such notice. In the event that any variation involves a increase to future Fees, you may cancel the Agreement by providing us with 30 (thirty) days written notice.
6.2 If you request any variation to the Agreement for the supply of the Services, we may increase the Fees to account for the variation.
6.3 Where there is any change in the costs incurred by us in relation to the Services, we may vary the prices and Fees to take account of any such change, by prior written notice. Any variation to prices and Fees will apply to the provision of the Services after the date of the written notice.
7. Your Obligations and Acknowledgements
7.1 You acknowledge that we (and/or our Related Entity) have obligations under the Head Contract and you agree to comply with our reasonable written directions and use best endeavours to co-operate with us to act in a manner that is consistent with obligations under the Head Contract.
7.2 You agree and acknowledge that we have communicated to you the availability of the Network Operator's limited warranty, including the applicable exclusions, limitations of liability and conditions of use, the warranty claims process and Privacy and Data Security Policy.
7.3 You acknowledge having read and accepted the:
(a) terms and conditions of the Acceptable Use Policy; and
on the Site.
7.4 You must:
(a) not, and must not allow any other party to, modify the Services or enhance, upgrade, modify, change or revise any Intellectual Property without our prior written approval;
(b) notify us as soon as reasonably practicable if any Services or Intellectual Property may have or have been misused in any way.
7.5 If you notify us under clause 7.4(b), or the Supplier otherwise becomes aware of any such instance, we may suspend the Services immediately and will provide written confirmation of this as soon as reasonably practicable.
8.1 You agree and acknowledge that, both during and after the Agreement, you will not, nor will you allow any other person to, use, disclose, furnish, give away, reveal, divulge, make known, sell or transfer the Confidential Information, other than as is necessary for you to comply with your obligations under these Terms.
8.2 You agree and acknowledge that, if you are served with any form of legal process that would require your disclosure of the Confidential Information, you will, if permitted by law, before taking any action, immediately notify us so that we may seek to quash or limit the scope of such process.
8.3 You must not, without our prior written consent, make or otherwise contribute to any media releases, public announcements, government presentations or representations and/or public disclosures referring to or relating to our (or our Related Entity) or the Network Operator and/or the Confidential Information.
9. Intellectual Property
9.1 You agree and acknowledge that you have no proprietary right or interest in the Intellectual Property, and you must not register or record, or attempt to register or record anywhere in the world, the Intellectual Property or any part thereof, including any designs, patents, inventions, trade marks or designs derived from or similar to the Intellectual Property, or assist any other party to do so.
9.2 You will on demand assign and convey to us, or to a third party at our direction, any intellectual property rights that you may acquire arising from your discussions with us or relating to any improvement or modification to or derivation or discovery from the Intellectual Property.
10. Limitation of liability
10.1 You acknowledge that the Services cannot be guaranteed error or interruption free, and you further accept that the existence of such errors shall not be construed as a breach of this Agreement.
10.2 To the extent permitted by law, we make no representation nor give any warranty in relation to incorrect performance or functionality of the Services.
10.3 Except as the Agreement specifically states, or as contained in any express warranty provided in relation to the Services, the Agreement does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description or performance of the Services or any contractual remedy for their failure.
10.4 To the extent permitted by law:
(a) we will not be liable for any direct, indirect or consequential losses suffered by you, or any third party, howsoever caused, including without limitation, loss of turnover, loss of profits, loss of goodwill or any liability to another party as a result of any performance, delay, errors in the Services, or as a result of being unable to provide any upgrades or new releases or defects or deficiencies in the Services; and
(b) you have no claim against us and we will not be liable to you for any loss, liability, cost or expense which you may incur as a result of a cancellation or termination of the Agreement.
10.5 Without detracting from any of the other provisions of the Agreement, we shall not be liable to you for any loss or damage suffered by you, direct or consequential, except to the extent permitted by law, in the event that:
(a) the Services are interrupted, suspended or terminated for whatsoever reason; and/or
(b) any losses or damages are caused by third party suppliers appointed by you;
(c) such loss or damage was caused by your negligence, or the negligence of your employees or agents.
10.6 Nothing in these Terms is to be interpreted as excluding, restricting or modifying the application of any applicable statutory or consumer protection regimes which cannot be so excluded, restricted or modified.
11. Suspension or Cancellation
11.1 We may, upon providing you with written notice cancel or suspend any Agreement for the provision of Services with immediate effect in the event of suspension or the termination of the Head Contract.
11.2 We may at any time, suspend or cancel your access to part or all of the Services in the event that:
(a) you (or any related third party) are suspected of fraud or misuse of the Services;
(b) any modification, maintenance or remedial work is required to be undertaken to or in connection with the Services. We will use best endeavours to provide advanced prior written notice to you in the event of planned maintenance.
(c) you fail to rectify any breach of the Agreement in accordance with clause 12.1.
11.3 We may demand that you pay us a reconnection fee, or reimburse us for any reconnection charges we may incur, due to applicable reconnection charges to restore the Services suspended in the circumstances contemplated in this clause. In the event that your access to the Services is suspended, you shall still be liable to the extent permitted by law for the service Fees during any such period of suspension, unless otherwise agreed in writing.
11.4 You agree and acknowledge that, in the event of cancellation in accordance with clause 11.1:
(a) we may, with your prior approval, provide information about you and the Agreement to the Network Operator; and
(b) we may be required under the Head Contract to use commercially reasonable efforts to:
(i) enable the Agreement to be acquired by, or migrated or assigned to, the Network Operator and/or another designated service provider; and/or
(ii) take steps to negotiate the terms of any migration or assignment of the Agreement to the Network Operator and/or another service provider.
11.5 You may cancel the Services at any time and for any reason, however:
(a) you will still have access to the Services up until the end of the period for which you have paid the Fees; and
(b) we are under no obligation to refund or reimburse any Fees paid in respect of any period that follows your cancellation of the Services.
11.6 For effective cancellation in accordance with clause 11.5, you must log onto the Site to access your dashboard page and select the “cancellation” link. Any other form of notification of cancellation to us (including but not limited to email or via telephone) will not constitute valid cancellation in accordance with clause 11.5. For clarity, cancellation may only be effected by selecting the “cancellation” link through the Site and not any other means.
12.1 If you commit a material breach of any of the Terms and remain in default for a period of 7 (seven) days after we have provided you with written notice of the breach, we shall be entitled to immediately terminate the Agreement and you must immediately make payment to us of all Fees payable by you under the Agreement up to the date of termination.
12.2 Notwithstanding clause 12.1, we may terminate the Agreement at any time by giving you written notice if:
(a) you, within a 12-month period, calculated from the first written notice of a breach under clause 12.1, receive a further two written notices of breach; or
(b) any type of insolvency event occurs.
12.3 Any termination pursuant to this clause shall not affect any claim that we may have against you in respect of any prior breach of the Agreement.
12.4 Without derogating from any of our rights under the Agreement or at law, in the event of cancellation or termination of the Agreement by either party you shall be liable to us and hereby agrees to pay on demand, an amount equal to the Fee payable to the Supplier.
13.1 Force Majeure: Neither party will be liable for failure to comply with these Terms if the failure (directly or indirectly) arises out of any circumstances beyond their reasonable control. If such circumstances occur, we may delay or cancel delivery of the Goods or reduce the quantity to be delivered.
13.2 The following are examples of circumstances beyond either party’s reasonable control: strike, lock-outs, accidents, war, fire, flood, explosions, shortage of power, breakdowns of plant or machinery, shortage of raw or other materials from normal sources of supply, act of God, and any order or direction of any Local, State or Federal Government, Government authority or institute (within the Commonwealth of Australia or elsewhere).
13.3 Notice: Notices under these Terms must be in writing. A notice must be delivered personally or sent by facsimile or e-mail transmission or post to the other party at the last known address.
13.4 Entire Agreement: The Agreement contains all the express provisions agreed on by the parties with regard to the subject matter of the Agreement and the parties waive the right to rely on any alleged express provision not contained in the Agreement.
13.5 No representations: Neither party may rely on any representation which allegedly induced that party to enter into the Agreement, unless the representation is recorded in the Agreement.
13.6 Variation, cancellation and waiver: No contract varying, adding to, deleting from or cancelling the Agreement, and no waiver of any rights under the Agreement, shall be effective unless reduced to writing and approved by us.
13.7 Assignment: You may not assign any of its rights or obligations under the Agreement to any other person or entity without our prior written consent. We may assign its rights or obligations under the Agreement upon providing written notice to you.
13.8 Waiver: Even if we do not insist on strict performance of these Terms, we are not taken to have waived our right to later require strict performance. Even if we provide an express waiver, this is not to be taken as a waiver of a subsequent breach of these Terms.
13.9 Severability: If any of these Terms is invalid or unenforceable in any jurisdiction, it must, if possible, be read down so as to be valid and enforceable. The read down provision will only apply in the relevant jurisdiction. If the provision cannot be read down but can be severed to the extent of the invalidity or unenforceability, it must be severed. The rest of the provisions, and the validity or enforceability of the affected provision in any other jurisdiction, will not be affected
13.10 Governing law: The Agreement shall be interpreted and implemented in accordance with the laws of the Victoria, Australia.