Terms and Conditions

Airbus DS

Refers to the Airbus legal entity as stated in the ACCEPTANCE OF ORDER or CONTRACT.

Acquisition

Means that the PRODUCT will depend on a future satellite tasking over an AoI and during a certain observation period or on a specific date in the frame of ONE TASKING SERVICES by Pléiades Neo, Pléiades, or SPOT satellites.

Acceptance of Order

Refers to the document sent by AIRBUS DS to the CUSTOMER via the WEBSITE or by AIRBUS DS Customer Service. The information contained in the ACCEPTANCE OF ORDER prevails over the information contained in the PURCHASE ORDER. The ACCEPTANCE OF ORDER provides the following minimum information:

• the AOI
• the appropriate production parameters
• the prices and payment conditions
• the delivery terms
• the contracting AIRBUS DS entity and
• the present General Supply Conditions and the applicable EULA being together referred to as the “Conditions”
  
  If there is an order for ACQUISITION, the ACCEPTANCE OF ORDER will also contain:
• the appropriate tasking parameters
• the tasking performance principle associated to the selected ONE TASKING

Affiliate

Means, with respect to any natural or legal person, another natural or legal person directly or indirectly Controlling, Controlled by or under common CONTROL with such person.

Affiliate End-User

Means the affiliated end-user as defined in the applicable EULA.

Area of Interest or “AoI”

Means the geographical area selected by the CUSTOMER in the PURCHASE ORDER and confirmed in the ACCEPTANCE OF ORDER for which AIRBUS DS grants the END-USER the rights defined in the applicable EULA.

Applicable International Anti-Corruption Laws

Shall include but is not limited to French, German, and Spanish anti-corruption laws, the UK Bribery Act, the US Foreign Corrupt Practices Act, the OECD Convention and any domestic legislation enacting the principles of the OECD Convention in the territory or any other applicable domestic anti-corruption laws and international anti-corruption instruments.

Binding Purchase Order 

Means the PURCHASE ORDER including all subsequent correspondence, and agreements between AIRBUS DS and the CUSTOMER and finally validated and accepted by the ACCEPTANCE OF ORDER sent by AIRBUS DS to the CUSTOMER.

Control

Means, in respect of a natural or legal person, the power of another natural or legal person to direct the affairs and/or control the composition of the board of directors or equivalent body of the first natural or legal person and the terms “Controlling” and “Controlled” shall be construed accordingly.

Contract

Means any agreement signed by the Parties for the provision of PRODUCTS and which incorporates the Conditions and shall prevail on them.

Customer

Means the person who places a PURCHASE ORDER for PRODUCTS and/or SERVICES and/or has entered into a CONTRACT with AIRBUS DS.

End-User

Means either the person acting in his own name or the legal entity which is supplied with the PRODUCT and accepts the EULA. When the PRODUCT is supplied to a public authority, the END-USER shall be deemed to be only such part of the public authority as located at the address to which the PRODUCT is supplied, except when otherwise agreed with AIRBUS DS in writing. “AFFILIATED-END USER” is defined in the STANDARD MULTI END-USERS EULA.

EULA

Means the applicable licence agreement that sets out the terms and conditions of use of the ordered PRODUCT by the END-USER. The EULA for PRODUCTS is available at the following web address: www.space-solutions.airbus.com/legal/licences/ or in the CONTRACT.

Governmental Approval

Means all orders of approval, permits, licences, authorizations, consents, certifications, exemptions, registrations, rulings, entitlements and approvals issued by a governmental authority which are required under SANCTIONS AND EXPORT CONTROL LAWS to be obtained or maintained by any person with respect to the performance of a BINDING PURCHASE ORDER.

One Tasking Services

Means services marketed by AIRBUS DS for ACQUISITION and defined in the AIRBUS DS Geospatial Products Price List under the following services: “OneDay” / “OneNow” / “OneNow Weather” applicable to Pléiades Neo only / “OnePlan” / Multi-Acquisitions (Pléiades Neo only) and “OneSeries” (OneSeries Critical or OneSeries Routine) applicable to Pléiades, SPOT.

Product(s)

Means any Optical satellite imagery product, SOLUTIONS and/or SERVICES based on Pléiades, Pléiades Neo and/or SPOT imagery as defined in the AIRBUS DS Geospatial Products Price List or any specific product, SERVICES or SOLUTIONS referred to in the CONTRACT.

Services

Means any and all services and any other items provided by AIRBUS DS to the CUSTOMER in connection with its geospatial imagery business.

Solutions

Means any software, in any form, based on Pléiades, Pléiades Neo and/or SPOT imagery provided by AIRBUS DS, being understood that any existing general terms and conditions framing any Airbus DS’ SOLUTIONS shall prevail on the herein Conditions.

Purchase Order

Means an order request fulfilling the requirements set out in Article 3 for a PRODUCT placed by the CUSTOMER on AIRBUS DS requiring final acceptance by AIRBUS DS in an ACCEPTANCE OF ORDER.

Public Official

Is broadly interpreted and includes any individual working at a governmental body as well as any political party candidate and any business known to be owned or operated by a public official. Public officials include but are not limited to:

1.  Any elected or appointed government official or representative (e.g. a member of a ministry of
   transportation or defense) or a member of a ruling family;
2.  An employee, official, contractor, consultant or representative of a government or any department, agency
   or instrumentality (e.g. parastatal or state-owned enterprises);
3.  A director, member of the management, officer or employee of a state-owned enterprise (entity that is
   wholly or partially owned by a government);
4.  An employee, official, contractor, consultant or representative of state-owned airlines;
5.  Any employee or individual acting for or on behalf of a public official, government agency, or any enterprise
   that performs a governmental function (e.g. a licensing official or a tax agent);
6.  Any political party, officer, employee or individual acting for or on behalf of a political party or candidate for
   public office;

1. An individual in the service of a government, including members of the military, coast guard, space agency,
   police, or civil service;
2.  An employee or individual acting for or on behalf of a public international organisation, (e.g. UN, IMF, World
   Bank, etc.); and
3.  Family members and close relatives of any of the above (e.g. a parent, spouse, child, brother or sister,
   including any of these through marriage).

L.O.S

(Loi sur les opérations Spatiales) refers to the French law on Space Operations in force since June 2008.

Sanctions Authority

Means the Government of the United States of America (including, without limitation, the Department of State, the Department of Commerce and the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury}, the United Nations, the European Union, the United Kingdom or the government of any country with jurisdiction over AIRBUS DS.

Sanctions and Export Control Laws

Means any laws or regulations which impose economic, trade or other restrictive measures or, export, re-export licenses or other authorizations in each case issued and enforced by a SANCTIONS AUTHORITY.

Sanctioned Person

Means:

1. any natural or legal person in any list of sanctioned persons of any SANCTIONS AUTHORITY (including
   the List of Specially Designated Nationals (SDN) and Sectorial or Sanctions Identifications (SSI) List); or
2.  any natural or legal person directly or indirectly owned or Controlled by any one or several person(s)
   designated under (a) above.

Service Level

Refers to the two different service levels offered either through our Customer Service
department or through the WEBSITE by AIRBUS DS for the performance of each ONE TASKING SERVICE:

• Premium Service is included in OneDay, OneNow and in the following monitoring tasking options such
  as Multi-OneDay and Multi-OneNow (Pléiades Neo) as well as OneSeries Critical for Pléiades and SPOT
  satellites.
• Regular Service is included in OnePlan and Multi-OnePlan (Pléiades Neo only) and OneSeries Routine
  (Pléiades and SPOT).

Tasking Proposal

Refers to a proposal describing the appropriate tasking parameters for ACQUISITION and sent by AIRBUS DS to the CUSTOMER.

Taxes

Means, all existing or future taxes including (without limitation) corporate income tax or gross revenue taxes, personal income tax, employment taxes, social security benefits, unemployment insurance, pensions national insurance contributions, sales taxes, property taxes, impost, duties, customs duties, levies, withholdings taxes and fees, stamp duties, VAT, any indirect taxes, tariffs or similar fees, charge and other assessments in the nature of taxes, including any fines, penalties or interest.

Website

Means the AIRBUS DS OneAtlas portal, accessible through the following web addresses: https://data.oneatlas.airbus.com/

Unless otherwise expressed in writing by AIRBUS DS, all supplies of PRODUCTS shall be governed by both these General Supply Conditions and the applicable EULA, available at the following address: www.space-solutions.airbus.com/legal/licences/ (together referred to as the “Conditions”). If there is any conflict between the applicable EULA and the General Supply Conditions, the provisions of the applicable EULA shall prevail.

The CUSTOMER accepts and agrees to be irrevocably bound by the terms of these Conditions by doing any of the following: (a) placing a PURCHASE ORDER through its personal account created on the WEBSITE or placing a PURCHASE ORDER with AIRBUS DS’ Customer Service for the supply of a PRODUCT a; (b) accepting in whole or in part a quotation for the supply of a PRODUCT incorporating these Conditions; (c) downloading and/or installing and/or manipulating a PRODUCT on any computer; (d) paying in whole or in part for a PRODUCT; (e) damaging or destroying a PRODUCT; (f) retaining a PRODUCT for more than seven (7) days following receipt thereof, (g) signing a CONTRACT.

These Conditions may be modified at any time by AIRBUS DS. The applicable version of the Conditions is the one available on the WEBSITE at the time the PURCHASE ORDER is placed by the CUSTOMER.

Any other terms and conditions that the CUSTOMER purports to impose or incorporate, or which are implied by custom, trade practice or course of dealing shall be ineffective against AIRBUS DS.

These Conditions shall apply to the extent that they do not conflict with any other binding contractual document that governs the same contractual relationship between the parties. The existence of these Conditions shall not be construed as a waiver of any rights or obligations under any CONTRACT.

When a CONTRACT expressly derogates from the Conditions, the remaining provisions of the Conditions shall remain in full force and effect to the extent that they do not conflict with such CONTRACT.

If any provision of these Conditions is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced.

All intellectual property rights owned by AIRBUS DS and available for the use of the CUSTOMER under a BINDING PURCHASE ORDER and/or CONTRACT shall remain the exclusive property of AIRBUS DS or its relevant licensor.

It is expressly understood that Article 3.1 to 3.3 are only applicable to standard optical PRODUCTS as defined in the AIRBUS DS Geospatial Products Price List, to the exclusion of specific products, SOLUTIONS and SERVICES for which the ordering process is described in 3.4.

3.1 Ordering Products

A PURCHASE ORDER may be issued from the END-USER’s personal account on the WEBSITE either (i) by filling the order form available on the WEBSITE and promptly submitting it online by clicking on the “ORDER” button or (ii) by placing a PURCHASE ORDER with AIRBUS DS’ Customer Service, as applicable. If the END-USER fails to send the PURCHASE ORDER in time, the ACQUISITION will not be acquired. In such circumstances, the END-USER shall submit a new request. 

Notwithstanding any purported clause to the contrary, issuance of a PURCHASE ORDER as described above shall be deemed to be the irrevocable acceptance by the CUSTOMER of the Conditions. 

Any PURCHASE ORDER shall contain the following minimum information: the AoI, the requested sensor and the CUSTOMER production parameters. 

If there is an order for an ACQUISITION, the PURCHASE ORDER shall contain in addition: the END-USER tasking parameters, the selected ONE TASKING SERVICE by the END-USER, the SERVICE LEVEL associated with the selected ONE TASKING SERVICE and the subscription, if it has been selected by the END-USER. 

The PURCHASE ORDER is based either on the estimated PRODUCT availability information and the quotation on the WEBSITE described in the END-USER’s order summary or confirmation of purchase, or if the PURCHASE ORDER was sent to AIRBUS DS’ Customer Service based on a final quotation received from AIRBUS DS’ Customer Service. 

The sending of the ACCEPTANCE OF ORDER shall constitute the final BINDING PURCHASE ORDER and shall irrevocably bind the CUSTOMER to purchase the PRODUCT obtained in accordance with the provisions of the ACCEPTANCE OF ORDER. No modification or cancellation of the PURCHASE ORDER by the CUSTOMER shall be possible after the issuance of the ACCEPTANCE OF ORDER, unless otherwise stipulated in Article 3.3.

3.2 Procedure for Ordering of a PRODUCT Requiring Additional Satellite Tasking (ACQUISITIONS)

AIRBUS DS is not obliged to accept a PURCHASE ORDER if it considers that the ACQUISITION is not reasonably practicable or permitted under the ACQUISITION conditions requested by the CUSTOMER. 

In such circumstances, AIRBUS DS may in its absolute discretion submit a TASKING PROPOSAL to the CUSTOMER. 

If interacting directly with AIRBUS DS Customer Service, the CUSTOMER shall confirm in writing its acceptance or rejection of such a TASKING PROPOSAL by the latest date specified in the TASKING PROPOSAL. 

Alternatively, if the CUSTOMER uses the WEBSITE, the CUSTOMER shall confirm its acceptance online by clicking on the “Order” button. If the CUSTOMER fails to send its acceptance by the date specified in the TASKING PROPOSAL, a new TASKING PROPOSAL may be sent by AIRBUS DS in its absolute discretion, with new tasking parameters. 

Upon the CUSTOMER’s acceptance of the TASKING PROPOSAL by the sending of a new PURCHASE ORDER, the ordering process as described in article 3.1 shall apply.

3.3 Modification of Binding Purchase Order

The ACCEPTANCE OF ORDER modification or the cancellation of a BINDING PURCHASE ORDER after the issuance
of the ACCEPTANCE OF ORDER shall be in accordance with the conditions set out in the ACCEPTANCE OF ORDER.
These vary depending on the SERVICE LEVEL and PRODUCT. Requests mays be issued either online through the
WEBSITE or through the Customer Service.

3.4 Ordering process of Solutions and/or Services

The ordering of SOLUTIONS and/or SERVICES, as defined in the herein Conditions, shall be as described in the
terms and conditions set forth in the dedicated associated CONTRACT. In any case, the ordering process requires
the Customer to submit a formal purchase order to AIRBUS DS. Upon receipt of the PURCHASE ORDER, AIRBUS
DS shall provide an acknowledgment of receipt to the CUSTOMER. The provision of the SOLUTION and/or
SERVICE shall commence only after the acknowledgment of receipt has been issued.

It is expressly understood that the full Article 4 is only applicable to optical PRODUCTS as defined in the AIRBUS DS Geospatial Products Price List, to the exclusion of specific products, SOLUTIONS and SERVICES for which the delivery is described in 4.4 and 4.5.

4.1 General

The delivery conditions depend on the tasking mode ordered by the CUSTOMER in the PURCHASE ORDER and are indicative only. AIRBUS DS shall use its commercially reasonable efforts to task the ACQUISITION and deliver the PRODUCT to the CUSTOMER according to the delivery conditions and time confirmed by AIRBUS DS in the ACCEPTANCE OF ORDER or in the CONTRACT. 

In the case of a Force Majeure event or other circumstances beyond AIRBUS DS’ control, an indicative delivery time shall be extended by the period of delay, plus a reasonable lead-time. 

Unless agreed otherwise by AIRBUS DS, delivery will be made:

• for Pléiades Neo on-line through the WEBSITE workspace; and
• for SPOT and Pléiades and Vision 1 through FTP.
   

References to delivery time mean delivery Ex-Works. Delivery time shall commence on receipt of all documentation, permits, clearances, specifications and other necessary support to be provided by the CUSTOMER. 

Once the PRODUCT is ready for delivery, AIRBUS DS shall send an electronic message to the CUSTOMER, except in the framework of a Living Library subscription, to confirm the availability of the PRODUCT and the deadline for the download of the ordered PRODUCT. If the CUSTOMER does not download the PRODUCT within this period of time, the PRODUCT shall be deemed delivered.

AIRBUS DS may, at the CUSTOMER’s request, place the available PRODUCT that has not been downloaded by the deadline back on the delivery server against an additional payment of two hundred (200) Euros for management costs.

If the CUSTOMER is unable to download the PRODUCT due to no fault of AIRBUS DS or if the CUSTOMER so requests, AIRBUS DS will send to the CUSTOMER, at the CUSTOMER’s cost, the said PRODUCT on CD or DVD or hard drive, as the case may be. 

It is the responsibility of the CUSTOMER to check, immediately after downloading the PRODUCT, that the content downloaded corresponds to the PRODUCT ordered and, if appropriate, to make any complaint in an email sent to AIRBUS DS at the following address within seven (7) days of the downloading: www.space-solutions.airbus.com/contact-us/.

Owing to the short delivery times required, AIRBUS DS reserves the right not to perform any quality control and refined attitude data may not be integrated. For rush delivery the CUSTOMER agrees that AIRBUS DS shall not have any liability for PRODUCT quality.

Delivery terms for Pléiades Neo, SPOT and Pléiadesshall be as follows, if not stated otherwise in the ACCEPTANCE OF ORDER:

* In the event that the CUSTOMER requests a quality check such delays shall be understood as effective only during working days and working hours i.e. from Monday to Friday excluding public holidays, from 9:00 a.m. to 17:00 p.m (CET).

4.4 Delay or failure to deliver

Should any of the PRODUCTS ordered be unobtainable for whatever reason (including, but not limited to satellite or ground segment failures and/or other actions of the Satellite/Ground Station Operators used for the acquisition of the data ordered or services which prevents AIRBUS DS to meet its contractual obligation and therefore not be delivered), AIRBUS DS shall be exempted from its obligations. AIRBUS DS shall not be held liable for any losses incurred due to the unavailability of the PRODUCTS and/or SERVICES. If an invoice has already been issued, AIRBUS DS shall issue a credit note for the unobtainable PRODUCTS and/or SERVICES only. Delay in a delivery does not authorize the CUSTOMER to refuse the total or partial delivery of the PRODUCT and/or SERVICE or refuse to pay the agreed prices for the PRODUCT and/or SERVICE or claim for any indemnity, penalty or damages whatsoever subject to any compensation detailed on the WEBSITE. Time shall not be of the essence for the purpose of these Conditions.

4.5 Delivery of Solutions and/or Services

The delivery of SOLUTIONS and/or SERVICES shall be carried out in accordance with the terms and conditions specified in the dedicated associated CONTRACT. The delivery process may include the provision of software, access credentials, and any necessary documentation or training materials.

5.1 Prices applicable to any Product are those defined in the Acceptance Of Order and/or in the Contract.

Such prices are: 

• "Ex-Works" (I.C.C. Incoterms 2020), exclusive of taxes for FTP delivery.

Risk in a PRODUCT shall be transferred to the CUSTOMER from the placing of the PRODUCT on the delivery server (as confirmed automatically by the electronic message referred in the Article 4.1) or, in the case of a supply on physical medium, the risk related to the medium shall be transferred as from the placing of the PRODUCT at the disposal of the first carrier.

5.2

Should the CUSTOMER have mandated AIRBUS DS to negotiate and to sign in its name the PRODUCT transport contract, the CUSTOMER shall be solely liable for the transportation risk.

5.3

All prices are exclusive of any taxes or duties that may be levied in connection with the performance of the BINDING PURCHASE ORDER and/or CONTRACT, and that shall be paid by the CUSTOMER. All payments due to AIRBUS DS shall be made in full, without set-off, counterclaim, deduction or withholding of any kind of taxes. Upon request, AIRBUS DS may request the CUSTOMER’S tax registration numbers and/or certificates, which will be promptly supplied to AIRBUS DS.

All AIRBUS DS invoices are payable without any discount or reduction. Payment terms shall be defined in the ACCEPTANCE OF ORDER and/or in the CONTRACT. Unless otherwise stated, the payment must be made by bank transfer to the bank account listed in the corresponding invoice at the latest thirty (30) days after the PRODUCT is made available. Payment by credit card may be accepted only if expressly agreed upon in writing by AIRBUS DS.

The monies shall be credited to the AIRBUS DS account appearing on the PURCHASE ORDER confirmation. If any amount due to AIRBUS DS remains unpaid after the date on which it is payable (the “Due Date”), AIRBUS DS shall be entitled to charge interest on such sum from the Due Date until the actual date of payment of such sum at a rate of 5% above the base lending rate of European Central Bank in force at time when the payment should have been made. These monies are due the day after the payment date set out in the invoice, without any requirement for notice. In addition to the interest rate, the CUSTOMER shall pay to AIRBUS DS a compensation recovery fee of forty (40) Euros.

Without prejudice to any other right or remedy, AIRBUS DS reserves the right to apply one or more of the following provisions if any sums remain unpaid in whole or in part after the Due Date:

• to suspend the current BINDING PURCHASE ORDER and/or CONTRACT until full payment of the due
  amounts and to terminate the provision of the services forthwith
• to refuse all future PURCHASE ORDERS
• to claim and obtain the refund of all the costs incurred as the result of the contentious recovery of the
  sums due, including the recovery fees
• to take any legal action in order to defend the interests of AIRBUS DS.

In any event, payments may not be suspended, or form the subject of any compensation, without the prior written consent of AIRBUS DS.

7.1

The CUSTOMER is responsible for identifying its requirements and ensuring the suitability of a PRODUCT to its satisfaction. AIRBUS DS shall provide no advice or recommendation whatsoever in this respect, and shall under no circumstances be held liable for the suitability or otherwise of the PRODUCT. For any transactions performed through the WEBSITE, AIRBUS DS shall not be liable for any dysfunction in the CUSTOMER’s Internet connection, loss of any PRODUCT downloaded by the CUSTOMER, dysfunction of the CUSTOMER’s equipment, failure of the CUSTOMER to download the PRODUCT within the prescribed period, or for the incorrect selection by the CUSTOMER of its AoI.

7.2

AIRBUS DS does not warrant that any PRODUCT is free of bugs, errors, defects or omissions, and that the operation of the PRODUCT will be error free or uninterrupted or that all non-conformities will or can be corrected. AIRBUS DS' warranty for a PRODUCT shall be limited either to the replacement of the defective PRODUCT if available or correction of the PRODUCT, or to a refund of the price paid for the PRODUCT, to the exclusion of any indemnity or damages. Any claim related to the quality and/or quantity of any PRODUCT delivered must, to be admissible, be well-founded evidenced and sent by registered mail at the latest seven (7) days after the delivery of the PRODUCT. No return of any PRODUCT shall be accepted without the prior written consent of AIRBUS DS and its licensor.

7.3

In no event shall AIRBUS DS and/or its licensor be liable or responsible for all indirect and/or consequential damages such as loss of profit, loss of production, loss of operation, loss of dates, loss of data or information, loss of a right, interruption of a service, and other such losses caused to the CUSTOMER or to any third party.

7.4

The conditions which are specific to a PRODUCT shall be set out in the applicable EULA and/or in a CONTRACT.

8.1

The CUSTOMER’s use of the WEBSITE shall be in accordance with the legal information related to the WEBSITE contained on at the following web address: https://oneatlas.airbus.com/

By using the WEBSITE, the CUSTOMER declares that it has read and accepted this legal information, in particular
the CUSTOMER represents and warrants that:

• it has the legal capacity to enter into a contract for any PURCHASE ORDER placed on the WEBSITE
• no false information shall be entered on its personal account on the WEBSITE and during its use of the
  WEBSITE.

8.2

For any PURCHASE ORDER placed through the WEBSITE, the CUSTOMER shall create a personal account on the WEBSITE. The CUSTOMER is responsible for ensuring that all information entered when creating its account is correct. The CUSTOMER undertakes to furnish all necessary local permits (such as import certificates) and clearances in good time, as relevant.

8.3

When applicable, the CUSTOMER shall send to AIRBUS DS the list of accounts for the END-USER or for its AFFILIATED END-USERS that will require an access to the WEBSITE and their email addresses. According to this list and to the agreement of the Parties, AIRBUS DS shall send individual emails to inform the CUSTOMER and its designated accounts holders or AFFILIATED END-USERS that access to the PRODUCT has been made available on the WEBSITE. The CUSTOMER undertakes and shall ensure that its designated accounts holders or AFFILIATED END-USERs undertake to treat as confidential their individual logins and passwords and shall use reasonable degree of care to protect their confidentiality.

It is understood that the CUSTOMER shall remain liable for any consequence arising out or related with any loss, misuse or unauthorized use of the individual login and password by the CUSTOMER, its accounts holders or AFFILIATED END-USERS and/or any third party. In no event shall AIRBUS DS be liable in case of misuse of identity.

The CUSTOMER undertakes and shall guarantee that any of its AFFILIATED END-USER, if applicable, undertakes to promptly inform AIRBUS DS in writing in the event any of its accounts’ holders or AFFILATED END-USER ceases to be a user of the WEBSITE for any reason, including but not limited if the individual ceases to be an employee of the CUSTOMER and/or of the AFFILIATED END-USER.

All personal data shall be processed by AIRBUS DS in accordance with the privacy notice available on the WEBSITE
at the following web address: www.space-solutions.airbus.com/legal/privacy-policy/.

No END-USER is granted an exclusive right to use any PRODUCT.

The CUSTOMER commits, for a period of five (5) years from the effective date of the Binding Purchase Order and/or CONTRACT between the Parties, to consider confidential all information, of any nature whatsoever, which it may have obtained as a result of or in connection with AIRBUS DS’ technical or commercial proposal or of the supply of any PRODUCT. The CUSTOMER guarantees AIRBUS DS that its personnel and sub-contractors and if applicable, its subsequent END-USERS and its AFFILIATED END-USERS shall comply with and maintain the confidentiality of the said information. Any breach of the confidentiality clauses linked to this contractual relationship shall lead to termination of such contractual relationship by service of notice by AIRBUS DS upon the CUSTOMER such termination to take effect on the date specified in the notice, without any liability on the part of AIRBUS DS.

12.1 Force Majeure

Neither Party will be liable for failing to meet its contractual obligations if such failure is due to the occurrence of a Force Majeure event.

A Force Majeure event shall include but not be limited to any occurrence beyond the reasonable control of AIRBUS DS, of any nature whatsoever, and in particular natural catastrophes, bad weather, fires, collective work disputes, strikes, sabotage, embargoes, interruptions or delays in the transport or means of communication, war, acts, epidemics, pandemics, quarantine restrictions, governmental (including any public agency) or U.N. decision (including the refusal, suspension, withdrawal or non-renewal of GOVERNMENTAL APPROVALS resulting from any change in law or regulation affecting any GOVERNMENTAL APPROVAL or the process for or manner in which it is to be applied for or maintained) or any reason whatsoever, in particular those decisions requesting suspension of the transmission of telemetry or distribution of data) or regulations issued by a government, by civil or military authorities (including delays in the obtainment of authorizations or licenses of any sort), by the U.N., which may occur as from the date of the PURCHASE ORDER and would prevent its total or partial execution.

Each of the Parties agrees to give written notice containing relevant details as soon as possible upon becoming aware of an event of Force Majeure and the unaffected Party shall grant a reasonable extension of time for the performance of the relevant obligations of the Party so affected.

12.2 External Event

Airbus DS will not be liable for failing to meet its contractual obligations if such failure is due to an External Event. An External Event would include all breakdowns or failure whether in whole or in part of a satellite, or the related ground system, or any restrictions imposed on AIRBUS DS pursuant to applicable export control regulation and space law. In case of such an External Event, the unaffected Party shall grant a reasonable extension of time for the performance of the relevant obligations of the Party so affected and the Parties shall discuss in good faith, to agree, if possible, to a reasonable adaptation of the CONTRACT.

13.1 Termination for cause

AIRBUS DS may terminate a BINDING PURCHASE ORDER and/or CONTRACT immediately upon notice to the CUSTOMER (reserving cumulatively all other remedies and rights under these Conditions and in law) and such termination to take effect on the date specified in the notice, if:

1.  the CUSTOMER is, or any of its personnel or subcontractor are in breach of these Conditions, or any other agreement with AIRBUS DS,
2. CUSTOMER has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of CUSTOMER’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding,
3. the whole or part of the price is not paid on the due date,
4. the CUSTOMER, its AFFILIATES, executives, employees, or any individuals or companies that may be involved, directly or indirectly, in the performance of the BINDING PURCHASE ORDER and/or CONTRACT, has/have violated, has/have caused AIRBUS DS to violate, or is/are about to engage in activity that exposes AIRBUS DS to the risk of violating any applicable law or any compliance related provisions of a BINDING PURCHASE ORDER and/or CONTRACT.

In case of termination for cause, advance payments paid of the price for sales not provided shall be retained by AIRBUS DS without prejudice to any other dues, costs, interests or damages that the CUSTOMER may be ordered to pay.

13.2 Other cases of termination

13.2.1

Either Party shall be entitled to terminate all BINDING PURCHASE ORDER and/or CONTRACT in case of a Force Majeure event or External Event persisting for more than ninety (90) days when no reasonable adaption of the CONTRACT has been found, by providing a termination notice in writing to the other Party at least 7 days prior to the effective date of such termination.

13.2.2

AIRBUS DS may terminate a BINDING PURCHASE ORDER and/or CONTRACT immediately upon notice to CUSTOMER and such termination to take effect on the date specified in the notice, in the following cases:

1. Immediately, in case of a failure of the satellite (in whole or in part) in orbit or the related ground segment used for the acquisition, such that AIRBUS DS is not able to provide, collect or produce the PRODUCT,
2. If AIRBUS DS’ relationship with a third-party partner who provides software or other technology AIRBUS DS
   uses to provide the PRODUCT expires, terminates or requires AIRBUS DS to change the way it provides the software or other technology as part of the PRODUCT,
3. If AIRBUS DS believes that providing the PRODUCTS could create a substantial economic or technical burden or material security risk for AIRBUS DS,
4. If AIRBUS DS determines that the delivery or use of PRODUCTS by the CUSTOMER or any of its contractors has become impractical or unfeasible for any legal or regulatory reason.

13.2.3

In addition, AIRBUS DS shall have the right in its absolute discretion to terminate all BINDING PURCHASE ORDER and/or CONTRACT, for convenience upon notice to CUSTOMER and such termination to take effect on the date specified in the notice.

13.3

Upon any termination or expiration of the BINDING PURCHASE ORDER and/or CONTRACT, all rights herein granted by AIRBUS DS shall terminate and be of no further force or effect. 

Notwithstanding the foregoing, the following Articles will survive the termination or expiration of a BINDING PURCHASE ORDER and/or CONTRACT: the Articles 7 – Warranty / Liability, 6 - Payment, 11 - Confidentiality, 13 - Termination, 9 - Personal data protection and 16 - Compliance with laws.

The applicable law and exclusive place of jurisdiction is as specified in the EULA or the CONTRACT. By default, the Conditions shall be governed by and construed in accordance with the laws of France and disputes shall be referred to the courts of Paris, France.

15.1 

The Parties shall be responsible for complying with all applicable national and international laws and regulations applicable to import, export, re-export and transfer/re-transfer. The CUSTOMER is advised that the PRODUCT may be subject to government export regulations. Accordingly, the CUSTOMER agrees that no PRODUCT will be exported from the territory where payment is received for the PRODUCT without obtaining the prior approval in writing of all regulatory authorities at no cost to AIRBUS DS.

15.2 

Each Party represents to the other that it is not a SANCTIONED PERSON. If, at any time during contractual relationship, (i) a Party becomes a SANCTIONED PERSON, or (ii) the performance of a Party’s obligations under a BINDING PURCHASE ORDER and/or CONTRACT would constitute a breach of SANCTIONS AND EXPORT CONTROL LAWS, then any Party shall promptly notify the other Party and has the right to suspend or terminate a BINDING PURCHASE ORDER and/or CONTRACT at any time with immediate effect without any liability for the non- sanctioned Party towards the other Party, upon notice to the other Party.

15.3 

Without prejudice and in addition to the other terms of this Article 15, the CUSTOMER shall not sell, export or re-export, directly or indirectly, to Russia/Belarus or for use in Russia/Belarus any goods or technologies supplied under or in connection with the BINDING PURCHASE ORDER or CONTRACT that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 (Russia) or the scope of Article 8g of Council Regulation (EC) No 765/2006 (Belarus). The CUSTOMER shall set up a mechanism to ensure that any third party comply with such prohibition.

15.4 

The CUSTOMER hereby expressly recognizes and accepts that governmental authorities may, pursuant to applicable export and space law and regulation, limit the conditions of acquisition, distribution and delivery of PRODUCTS and SERVICES. Under the L.O.S., the French governmental authorities control space operations and satellite imagery data collection and dissemination to best serve national security and foreign policy interests as well as international agreements and may, temporarily or permanently, prohibit and/or limit the collection and/or dissemination of high-performance resolution satellite imagery data. The L.O.S. authorizations and restrictions cover images distribution from AIRBUS DS to the CUSTOMER and, when applicable, images redistribution by the CUSTOMER to further end-users.

15.5

AIRBUS DS shall use reasonable efforts to obtain, without onerous or unusual conditions, the national GOVERNMENTAL APPROVALS necessary to perform the BINDING PURCHASE ORDER and/or CONTRACT into its own territory, with the CUSTOMER assistance if needed.

15.6 

The CUSTOMER undertakes to use each PRODUCT in compliance with SANCTIONS AND EXPORT CONTROL LAWS, including the L.O.S. Unless authorized under SANCTIONS AND EXPORT CONTROL LAWS neither party will directly or indirectly sell, import, export, re-export, lease, sublease or use PRODUCTS to or in (a) any country which is the subject of commercial, economic or financial restrictions pursuant to any applicable SANCTIONS AND EXPORT CONTROL LAWS and/or (b) to any SANCTIONED PERSON.

15.7 

The CUSTOMER shall immediately inform AIRBUS DS about any issues in the application of this article and possible non-compliance with the above paragraphs.

15.8 

Any violation of this Article 15 shall constitute a material breach of the BINDING PURCHASE ORDER and/or CONTRACT, and AIRBUS DS shall be entitled (i) to suspend and/or terminate, without any liability, the BINDING PURCHASE ORDER and/or CONTRACT with immediate effect and (ii) to any remedies at law or otherwise such as any indemnification for losses, damages or expenses incurred by AIRBUS DS arising out of or in connection with the violation.

16.1 

The CUSTOMER hereby undertakes to comply at all times with all applicable laws and regulations and to inform AIRBUS DS of any change in any applicable laws or regulations in the territory or its place of incorporation and/or principal place of business or other jurisdiction that might affect the CUSTOMER’ performance of a BINDING PURCHASE ORDER and/or the CONTRACT or any terms thereof. In particular, the CUSTOMER, its executives, employees, END-USERS and any individuals or companies that may be involved, directly or indirectly, in the performance of a BINDING PURCHASE ORDER and/or the CONTRACT shall comply with all applicable anti- money laundering, counter-terrorist financing, export control and economic sanctions laws and regulations and any APPLICABLE INTERNATIONAL ANTI-CORRUPTION LAWS, including by refraining from:

1. Offering, promising, arranging for or paying, either directly or indirectly, anything of value (including but not
   limited to monies, gifts and entertainment and special favors) to any individuals, for the purpose of
   improperly inducing that individual to perform or fail to perform his/her official duties to assist the
   CUSTOMER or AIRBUS DS in obtaining business, retaining business or securing any improper advantage;
2. Offering or paying facilitation payments, i.e. unofficial payments to PUBLIC OFFICIALS to speed up or obtain
   routine governmental actions, such as obtaining permits, licenses, visas, work orders, providing police
   protection, inspections associated with contract performance or transit of goods across the country.
3. Seeking, accepting, or paying for any confidential, non-public information regarding competitors, tenders
   and technical specifications, bids and bid prices.
4. Engaging in any action or allow any such action to take place which could, as a result of the enforcement of
   the APPLICABLE INTERNATIONAL ANTI-CORRUPTION LAWS: (a) render AIRBUS DS, its representatives,
   employees or shareholders liable; or (b) lead to the commencement of investigations or legal or
   administrative proceedings against AIRBUS DS, its representatives, employees or shareholders in any
   jurisdiction.

16.2 

The CUSTOMER shall report immediately to AIRBUS DS any request or demand for undue financial advantage and any violation of any applicable laws or regulations with respect to the performance a BINDING PURCHASE ORDER and/or the CONTRACT by itself or its AFFILIATES, subsidiaries, end-users, executives, employees, agents or any individual or company that may be involved in performing a BINDING PURCHASE ORDER and/or the CONTRACT.

16.3 

On request from AIRBUS DS, the CUSTOMER shall demonstrate the means implemented in order to ensure its full compliance with the provisions hereof and all national and international anti-corruption laws and regulations, and AIRBUS DS reserves the right to audit such compliance.

16.4 

The CUSTOMER shall indemnify AIRBUS DS against any and all losses, claims, costs, damages or expenses incurred by the CUSTOMER and/or its AFFILIATES or for which the CUSTOMER and/or its AFFILIATES may become liable, arising from a breach of any of its obligations under a BINDING PURCHASE ORDER and/or the CONTRACT.

If AIRBUS DS does not enforce any of the herein articles, this shall not be interpreted as constituting a waiver, by AIRBUS DS, of any one of its rights, nor shall it affect the validity of all or part of the Conditions, nor shall it constitute a bar to any future action by AIRBUS DS. Any amendment of the BINDING PURCHASE ORDER and/or CONTRACT shall not come into effect until it is signed by the duly authorized representative of each of the Parties.

Any other terms and conditions that the CUSTOMER purports to impose or incorporate, or which are implied by custom, trade, practice or course of dealing shall be ineffective against AIRBUS DS.

The CUSTOMER may neither assign the CONTRACT nor transfer, delegate, subcontract all or part of the rights, obligations and/or services arising in relation to the CONTRACT to agents or subcontractors or, more generally, any individuals or companies (including subsidiaries and AFFILIATES or to another corporate entity it controls in part or in whole) without the prior written consent of AIRBUS DS. The CUSTOMER shall ensure that any such transfer is done on the basis of a written agreement which imposes obligations to comply with all applicable laws and regulations. However, AIRBUS DS shall be entitled to perform any of its obligations and to exercise any of its rights under this CONTRACT through an AFFILIATE as well as assign the above obligations and rights to its AFFILIATES or to an entity which has taken over or otherwise acquires AIRBUS DS business related to the PRODUCTS.