GENERAL TERMS AND CONDITIONS
Current Version: 1.0
Uploaded on: 4th June 2024
These General Terms and Conditions for Delivery of Services are applicable to Service Service Order Form (s) entered into between Specific Operator Name (hereinafter referred to as “Company”) and Air Link Communications Ltd., (hereinafter referred to as “Supplier”). Each Service Service Order Form when submitted by Company and accepted by Supplier in accordance with Section 3.1, shall incorporate and shall be subject to these General Terms and Conditions for Delivery of Items or Services (hereinafter “General Terms and Conditions”). Supplier and Company are sometimes hereinafter referred to individually as a “Party” and collectively, as the “Parties”.
1. INCORPORATION OF OTHER DOCUMENTS
The Parties expressly acknowledge and agree that, depending on the type of Services ordered by Company, certain Service Schedules will be applicable to Company’s use and Supplier’s delivery of said Services. Unless already incorporated into these Terms and Conditions pursuant to this General Terms of Services Agreement (as hereafter defined), each relevant Service Schedule shall be attached to each applicable Service Order Form and shall be considered a material part of these Terms and Conditions
2. DEFINITIONS
“Affiliate” means an entity that now or in the future, directly or indirectly controls, is controlled by or is under common control with a Party. For purposes of the foregoing, “control” shall mean the ownership of more than fifty percent (50%) of the (i) voting power to elect the directors of the company, or (ii) ownership interest in said entity.
“Completion Notice” means a written notice from Supplier to Company that the Service ordered has been installed by Supplier and has been tested and is functioning properly in accordance with Supplier’s specifications for the Service.
“Company” means the entity so named on the Service Order Form and/or this General Terms of Services Agreement and represents the entity that subscribes to Services from the Supplier under specific Terms and Conditions as mutually agreed upon by both Parties.
“Company Premises” means the location or locations occupied by Company or its end users to which Service is delivered.
“Company Technology” means Company’s proprietary technology, including without limitation, all text, pictures, sound, video, and log files, Company’s software (in source and object forms), user interface designs, architecture and documentation (both printed and electronic), know-how, and any related intellectual property rights throughout the world (whether owned by Company or licensed to Company from a third party).
“Facilities” means any and all devices supplied by Supplier that are used to deliver the Supplier Services, including but not limited to all terminal and other equipment, wires, fiber optic cables, lines, circuits, ports, routers, switches, cabinets, racks, private rooms and the like. Facilities shall not include any such devices sold to Company by Supplier or owned by Company.
“Force Majeure Event” is any cause beyond a Party’s reasonable control, including, without limitation, acts of war, acts of God, earthquake, hurricanes, flood, fire or other similar casualty, embargo, riot, sabotage, strikes, governmental act, insurrections, epidemics, quarantines, inability to procure materials or transportation facilities, failure of power, restrictive governmental laws or regulations, court orders, condemnation, failure of the Internet or other reason of a like nature not resulting from the actions or inactions of a Party.
“Governmental Authority” means any federal, state, regional, county, city, municipal, local, territorial, or tribal government, whether foreign or domestic, or any department, agency, bureau or other administrative or regulatory body obtaining authority from any of the foregoing, including without limitation, courts, public utilities and communications authorities.
“Interest Rate” means the interest rate specified in the Service Order Form , 1.5% per month or the highest rate permitted by law, whichever is lower.
“Local Loop” means the connection between the Company Premises and a Supplier Point of Presence.
“Service Order Form (s)” means the form(s) so entitled (including any attachments thereto) signed by Company and Supplier setting out matters relating to Supplier’s delivery of Services to Company.
“Service Commencement Date” means (i) the date Company has accepted or has been deemed to have accepted the Services in accordance with the provisions of the Service Schedule; or (ii) the date Company begins using the Services other than for testing purposes, whichever date is earlier.
“Services Fees” means charges for Supplier Services (including but not limited to monthly recurring charges and non-recurring charges) as identified in the Service Order Form (s) or Service Schedules.
“Service Schedules” means the forms so entitled and applicable to each Service ordered by Company pursuant to an Service Order Form . Unless already incorporated into these General Terms and Conditions pursuant, each relevant Service Schedule shall be attached to each applicable Service Order Form .
“Term” means the period of time, as set forth in the relevant Service Order Form , during which Supplier and Company are obligated to perform under the terms and conditions of this General Terms of Services Agreement.
“Supplier” means the entity, specifically Air Link Communications Ltd., as so named on the Service Order Form and/or this General Terms of Services Agreement and represents the entity that is responsible for providing the Services to the Company as mutually agreed to by both Parties.
“Supplier Network” means the telecommunications network consisting of fibers, optical and all other telecommunication transmission equipment which is owned and/or leased and operated and maintained by Supplier or its Affiliates.
“Supplier Point of Presence” means data center space owned or leased by Supplier or any of its Affiliates for the purpose of among other things locating and collocating communications equipment and to which the Supplier Network is directly connected.
“Supplier Services” or “Services” means all services set forth in an Service Order Form to be provided by Supplier to Company.
“Supplier Technology” means Supplier’s proprietary technology, including without limitation, Supplier Services, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, business methods, and any related intellectual property rights throughout the world (whether owned by Supplier or licensed to Supplier from a third party).
3. SUPPLIER SERVICES
3.1 General.
Company may purchase certain Services from Supplier pursuant to these General Terms and Conditions. Each Service provided by Supplier to Company hereunder shall be the subject of an Service Order Form entered into between the Parties in accordance with these General Terms and Conditions. Companies may submit Service Order Form (s) requesting delivery of Supplier Services, each of which when accepted in writing by Supplier will be governed by these General Terms and Conditions. There shall be a Service Order Form for each Service provided pursuant to these General Terms and Conditions and each Company Service Service Order Form shall constitute an integral part of these Terms and Conditions. Except as otherwise agreed by the Parties, Company shall not be obligated to submit, nor shall Supplier be obligated to accept, any Service Service Order Form .
3.2 Credit Approval and Deposits.
Supplier reserves the right to carry out a credit check of the Company at any time prior to acceptance of a Service Order Form . Company hereby authorizes Supplier to obtain information about the Company’s commercial activities and financial condition from third parties, including, without limitation, banks, credit reporting agencies and other businesses that provide like information. Upon Supplier’s request, if the Supplier deems it as necessary, Company will make a deposit, or other security for the payment of charges as specified by Supplier, (i) as a condition to Supplier’s acceptance of any Service Order Form , or (ii) in the event Company fails to comply with the payment terms set forth in Section 3.4 twice in any twelve (12) month period, as a condition to Supplier’s continuation of delivery of any Service. The deposit will be held by Supplier as security for payment of the Service Fees. If Service to Company is terminated, and the Company is not in arrears (has cleared all its debts owed to the Supplier) the amount of the deposit will be credited to Company’s account and any remaining credit balance will be refunded within thirty (30) days of such termination. Company acknowledges and agrees that any failure by it to comply with any request made by Supplier under this Section shall constitute a material breach of these Terms and Conditions.
3.3 Term/Service Fees.
The Term and Service Fees for each Supplier Service ordered under these Terms and Conditions shall be set forth in each Service Order Form (and/or the Service Schedules) and Company agrees to pay for the Supplier Services for such period of time or such longer time as Company actually uses the Supplier Services. In the event Supplier permits Company to continue to use the Supplier Services after the end of the Term set forth in the Service Order Form , then the Term will automatically renew on an annual basis, and may be terminated at the end of the Term or any renewal term by either Party by providing no less than sixty (60) days prior written notice of such termination to the other Party.
3.4 Payment.
Unless otherwise agreed between the Parties in writing, billing for the Supplier Services shall commence on the Service Commencement Date regardless of whether Company is otherwise prepared to accept delivery of the Services. Supplier shall invoice all Service Fees, monthly (partial months will be prorated based on a calendar month) in advance no earlier than thirty (30) days prior to the beginning of each month except for charges that are dependant on usage which shall be billed in arrears Company shall pay all amounts due within thirty (30) days from the date of invoice to the bank account designated by Supplier from time to time. All amounts shall be invoiced and paid in either Trinidad and Tobago Dollars or United States Dollars as specified in the Service Order Form. Any amount due but not received by Supplier will accrue interest from thirty (30) days after the date of invoice to the date of payment, at the Interest Rate (prorated on a daily basis). Furthermore, Supplier shall have the right to set off any amounts due hereunder which are not paid when due against any amounts owed to Company or its Affiliates by Supplier or its Affiliates pursuant to this Agreement or any other agreement.
3.5 Taxes and Fees.
(a) All charges for Services are net of applicable taxes. Except for taxes based on Supplier’s net income, Company will be responsible for payment of all applicable VAT, consumption tax, use, access, or other like taxes, fees, charges or surcharges whether now or hereafter enacted, however designated, imposed on or based on the provision, sale or use of the Supplier Services (hereafter “Taxes”) by any governmental authority in either The United States of America or The Republic of Trinidad and Tobago, whichever is applicable. For the avoidance of doubt, Company shall reimburse Supplier for any regulatory fees charged to Supplier by any governmental authority or agency, including but not limited to the Telecommunications Authority of Trinidad and Tobago.
3.6 Disputed Bills.
In the event Company disputes in good faith any portion of a Supplier invoice, Company must pay the undisputed portion of the bill and submit a written claim for the disputed amount, documenting the basis of its claim. All claims must be submitted to Supplier within forty-five (45) days of receipt of billing for those Supplier Services. Company acknowledges that it is able to and that it is reasonable to require Company to dispute bills within that time and Company therefore waives the right to dispute the charges not disputed within the time frame set forth above.
3.7 Fraudulent Use of Services.
Company will be solely responsible for all charges incurred respecting the Services even if such charges were incurred through or as a result of fraudulent or unauthorized use of the Services.
3.8 Credit Limit.
Company shall be subject to the credit limit (the “Credit Limit’) as specified in the Service Order Form (s) where applicable according to the discretion of the Supplier. The Credit Limit may be varied only with the written approval of the Supplier. At no time shall the sum of the outstanding invoiced amounts plus the unbilled accrued amounts payable by Company exceed its Credit Limit.
3.9 Company-Provided Equipment and Company Configuration.
If requested by Company, Supplier may, at its discretion, install certain Company-provided communications equipment. Unless otherwise agreed by Supplier in writing, Supplier will not thereafter be responsible for the operation or maintenance of such Company-provided equipment. Company shall be solely responsible for the compliance of its own equipment with applicable standards and for obtaining any necessary approvals or authorizations prior to its use. Supplier will not be responsible for the transmission or reception of signals by Company- provided equipment or for the quality of, or defects in, such transmission or reception. Company shall ensure that Company-provided equipment does not interfere with or otherwise degrade the operation of the Facilities or the Supplier Network. Supplier shall have full control over the configuration of the Supplier Network used in providing the Service and shall be entitled to alter the configuration.
3.10 Services Provided by Supplier Affiliates.
If an Service Order Form requires the provision of Service to Company in a jurisdiction other than a jurisdiction within which Supplier is authorized to provide services, such Service may be provided to Company by an Affiliate of Supplier. If an Service Order Form requires the delivery of Service in a jurisdiction where, in order for such Service Order Form to be enforceable, additional terms must be added, the Parties shall agree and incorporate such additional terms in the Service Order Form (preserving to the fullest extent these General Terms and Conditions).
3.11 Services Provided by Third Parties.
The Service may be provided in conjunction with other foreign-end administrations, underlying third party carriers, local loop providers or any other common carriers (collectively or individually “Third Party Service Providers”). Supplier’s obligations under this Agreement do not apply, unless otherwise specified, to the lines, facilities, or services provided by any Third Party Service Provider for use in accessing the Service.
4. OBLIGATIONS OF THE PARTIES
4.1. Representations and Warranties of Company.
Company represents and warrants that:
(i) it has the legal right and authority, and will maintain the legal right and authority during the term of the Service Order Form (s),to install and use the Supplier Services as contemplated hereunder;
(ii) the performance of Company’s obligations under these General Terms and Conditions and use of Supplier Services will not violate any applicable law, rule or regulation or any applicable manufacturers’ specifications or otherwise unreasonably interfere with Supplier’s customers’ use of the Supplier Services or Network, and
(iii) Company is authorized and has completed all required corporate actions necessary to execute the applicable Service Order Form (s).
4.2 Representations and Warranties of Supplier.
Supplier represents and warrants that:
(i) it has the legal right and authority, and will maintain the legal right and authority during the term of the Service Order Form (s), to provide the Supplier Services ordered by Company hereunder;
(ii) the performance of Supplier’s obligations under these General Terms and Conditions will not violate any applicable law, rule or regulation and
(iii) Supplier is authorized and has completed all required corporate actions necessary to execute the applicable Service Order Form (s).
4.3 Company Premises.
Company will allow Supplier access to and use of the Company Premises to the extent required by Supplier for the installation, connection, inspection and scheduled or emergency maintenance or removal of the Facilities relating to the Services. Company represents to Supplier that Company has obtained or will obtain on a timely basis all permissions and consents from third parties necessary to allow Supplier access as set forth herein, including permission to cross real property to access the Company Premises. The Company will be responsible for providing and maintaining at its own expense, the level of power, heating and air conditioning necessary to maintain the proper environment for the Facilities on the Company Premises. Company will provide a safe place to work and comply with all laws and regulations regarding the working conditions on the Company Premises. In the event that Company fails to meet its obligations regarding the Company Premises hereunder and, as a result, Supplier is unable to install or continue the delivery of Services, then (notwithstanding the absence of Services) Company will pay all charges for such Services during such time. Except for emergency repairs, Supplier will notify Company seven (7) days in advance of any regularly scheduled maintenance that will require access to the Company Premises.
4.4 Company Network Security.
Company is responsible for maintaining the security of its internal network from unauthorized access through the Internet, or other means, and shall have a pre-defined network security policy governing the acceptable use of its network resources. Supplier shall not be liable for unauthorized access to Company’s network or other breaches of Company’s network security.
5. INSURANCE
5.1. Supplier Minimum Insurance Levels.
Supplier agrees to keep in full force and effect during the Term comprehensive general liability insurance in an amount not less than the equivalent of US$1million per occurrence for bodily injury and property damage.
5.2. Company Minimum Insurance Levels.
Prior to Company’s use of the Services and throughout the Term of all Service Order Form (s), Company shall procure and maintain the following minimum insurance coverage: (a) Public Liability Insurance in an amount not less than the equivalent of US$1 million per occurrence for personal injury and property damage; and (b) All Risk Property insurance covering all of Company’s personal property used in connection with the Services. Upon Supplier’s request, Company shall furnish Supplier with certificates of insurance demonstrating that Company has obtained the required insurance coverage prior to the Service Commencement Date. Such certificates shall contain a statement that the insurance coverage shall not be materially changed or canceled without at least thirty (30) days prior written notice to Supplier. Company shall require any of its contractors, agents or sub- licensees entering Supplier’s Point of Presence to procure and maintain the same types, amounts and coverage extensions as required of Company in this Section 5.2.
6. OWNERSHIP
6.1. Intellectual Property.
Company is and shall remain exclusively entitled to all right and interest in and to all Company Technology and its confidential information, and Supplier is and shall remain exclusively entitled to all right and interest in and to all Supplier Technology and its confidential information. Neither Party shall, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to derive source code or other trade secrets from the property of the other Party.
6.2. Facilities.
Except as otherwise agreed in writing, title to all Facilities shall remain with Supplier. Suppliers will provide and maintain the Facilities in good working order. Company shall not, and shall not permit others to, rearrange, disconnect, remove, repair, attempt to repair, or otherwise tamper with any Facilities, unless prior written consent is given by the Supplier. The Company shall ensure that the Facilities shall not be used for any purpose other than that for which Supplier provides them. Company shall not take any action that causes the imposition of any lien or encumbrance on the Facilities. In no event will the Supplier be liable to Company or any other person for interruption of service or for any other loss, cost or damage caused or related to improper use or maintenance of the Facilities by Company or third parties provided access to the Facilities by Company.
Supplier and Company agree that there shall be no third party beneficiaries to these General Terms and Conditions or any Service Order Form, including, but not limited to, any sub-licensee or
7. LIABILITY AND LIMITATION OF LIABILITY
7.1. Indemnification.
Each party shall indemnify the other from any claims by third parties and expenses (including legal fees and court costs) respecting damage to tangible property, personal injury or death caused by such party’s negligence or willful misconduct.
7.2. Damages.
NOTWITHSTANDING ANY OTHER PROVISION HEREOF, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF CUSTOMERS, LOSS OF DATA, INTERFERENCE WITH BUSINESS OR COST OF PURCHASING REPLACEMENT SERVICES) ARISING OUT OF THE PERFORMANCE OR FAILURE TO PERFORM UNDER ANY CUSTOMER ORDER OR THESE TERMS AND CONDITIONS, WHETHER OR NOT CAUSED BY THE ACTS OR OMISSIONS OR NEGLIGENCE OF ITS EMPLOYEES OR AGENTS, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF THE LIKELIHOOD OF SUCH DAMAGES.
7.3. Personal Injury and Death.
Nothing in these General Terms and Conditions shall be construed as limiting the liability of either party for personal injury or death resulting from the negligence of a party or its employees.
7.4. Limitation.
Supplier’s sole liability and Company’s sole remedy for damages arising out of the furnishing or the failure to furnish Supplier Services (including but not limited to mistakes, omissions, interruptions, failure to transmit or establish connections, delays, errors or other defects) is limited to any applicable credit allowances due and/or Company’s right to terminate a particular Service under the applicable Service Level Guarantee as set forth in the relevant Service Schedules.
7.5. Disclaimer of Warranties.
EXCEPT FOR WARRANTIES EXPRESSLY MADE IN THESE TERMS AND CONDITIONS, Supplier MAKES NO WARRANTIES OR REPRESENTATIONS EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR USE.
8. TERMINATION
8.1. Termination bv Company.
Except as otherwise provided in Section 9.14, Company may terminate an Service Order Form upon written notice of termination to Supplier if:
(i) Supplier breaches a material provision of these General Terms and Conditions and, if such breach is capable of remedy, Supplier fails to cure such breach within thirty (30) days after receipt of written notice of breach from Company or
(ii) any bankruptcy, insolvency, administration, liquidation, receivership or winding up proceeding is commenced in respect of Supplier.
8.2 Termination or Suspension bv Supplier.
Supplier shall have the right, upon written notice, to immediately terminate or suspend (in its sole discretion) this General Terms of Services Agreement or any Service Order Form (s), and discontinue or suspend the delivery of the affected Supplier Services (without liability) in the event that:
(a) Company has violated the terms and conditions of these General Terms and Conditions or any Service Order Form , including the failure by Company to pay sums when due; or
(b) Company has violated any posted or otherwise communicated rules relating to use of, access to, or security measures respecting the Supplier Services, or any law rule, regulation or policy of any Government Authority related to the Supplier Services or Company’s use thereof; or
(c) Company has engaged in conduct that has caused or may cause (in Supplier’s sole reasonable judgment: damage to the Facilities, Supplier Network or third parties;
(d) Any bankruptcy, insolvency, administration, liquidation, receivership or winding up proceeding is commenced in respect of the Company or any of its Affiliates; or
(e) In the event Supplier receives any direction, notification or instruction from any Governmental Authority to suspend or terminate the provision of Services to Company (through no fault or negligence of Supplier).
With respect to items (a) – (b) above, unless the same interferes with, or has the potential to interfere with Supplier’s operation or maintenance of the Supplier Network or Facilities or with Supplier’s other customers’ use thereof, Supplier shall provide Company with a written notice of the foregoing breach or violation and a twenty (20) day opportunity to cure the same before terminating the General Terms of Services Agreement or Service Order Form (s).
8.3. Supplier’s Remedies.
The rates and charges set forth in each Service Order Form are established in reliance on the Term commitment made therein. If Company cancels a Service or Service Order Form during a Term commitment for any reason other than as provided in Sections 8.1 above or in a particular Service Schedule, or in the event Supplier terminates an Service Order Form because of any reasons set forth in Section 8.2, then Company agrees to pay to Supplier which Company acknowledges is a genuine pre- estimate of Supplier’s loss, within ten (10) days of such termination: (i) an amount equal to the total of any and all waived installation charges as reflected on the terminated Service Order Form (s), (ii) an amount equal to one hundred percent (100%) of the Service Fees payable for the unexpired remainder of the first twelve (12) months of the Service Term plus, if applicable, fifty percent (50%) of the Service Fees payable for the unexpired remainder of months thirteen (13) through the end of the Term of the Terminated Service Order Form (s), plus (iii) any documented third party expenses not covered by (i) and (ii) above incurred by Supplier in respect of the terminated Service Order Form (including any Local Loop charges). In any event, Company shall be obligated to pay to Supplier for any Service delivered to Company up to the date of termination.
8.4 Articles 7 and 9 hereof shall survive the termination of these General Terms and conditions.
9. MISCELLANEOUS PROVISIONS
9.1. Publicity.
Neither party shall have the right to use the other Party’s or its Affiliates’ trademarks, service marks or trade names or to otherwise refer to the other party in any marketing, promotional or advertising materials or activities. Neither party shall issue any publication nor may press release relating to any contractual relationship between Supplier and Company except as required by law or agreed in writing between the parties.
9.2. Confidentiality.
9.2.1. Confidential information.
Each Party acknowledges that the other Party possesses and will continue to possess information that (a) has been developed or received by or for it, (b) has commercial value in its business or that of its clients and (c) is not in the public domain. Except as otherwise specifically agreed in writing by the Parties, “Confidential Information” shall include materials, information and ideas of or about its customers, its affiliates, and their respective personnel, clients, and licensors, that are not generally known to the public, including, without limitation, materials, information and ideas relating to business, plans, operations, consumer markets, products, services, accounts, methods, operations, procedures, clients, client lists, equipment and systems, whether in written, oral or any other form, even if not marked as confidential, restricted, or proprietary, or with any similar designation.
9.2.2. Obligations:
The Confidential Information shall remain the property of the relevant Party. Each Party shall maintain the Confidential Information of the other Party in confidence using at least the same degree of care as it employs in maintaining as secret its own trade secrets, proprietary and confidential information, but always at least a reasonable degree of care. Neither Party shall disclose any Confidential Information except to its employees (for whom it shall be responsible) who need to know such Confidential Information to provide Products or Services hereunder and shall use such Confidential Information only to provide Services hereunder; provided, however, that either Party may disclose such information to entities performing services required hereunder to the extent (i) such disclosure is necessary in that entity’s scope of responsibility, and (ii) each Party assumes full responsibility for the acts or omissions of such entities. Any disclosure to such an entity shall be under the terms and conditions as provided herein. b. Neither Party shall (i) make any use or copies of the Confidential Information except as contemplated herein (ii) acquire any right in or assert any lien against the Confidential Information of the other Party, (iii) sell, assign, lease, or otherwise dispose of, pledge, hypothecate or otherwise encumber or permit to be encumbered Confidential Information of the other Party to or by third parties or commercially exploit such information, (iv) refuse for any reason (including a default or material breach of this Agreement) to promptly provide the Confidential Information (including copies thereof) to the relevant Party if requested to do so in the form reasonably requested. Upon expiration or any termination of this Agreement and completion of all obligations under this Agreement, each Party shall (except as otherwise provided with respect to the other Party’s intellectual property or elsewhere in this Agreement) return or destroy, as the relevant Party may direct, all documentation in any medium that contains, refers to, or relates to them Confidential Information, and retain no copies. In addition, each Party ensures that their employees comply with these confidentiality provisions.
9.2.3. Exclusions.
Section 9.2.2 shall not apply to any particular information which the relevant Party can demonstrate (a) was, at the time of disclosure to it, in the public domain; (b) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the relevant Party; (c) was in the possession of the relevant Party at the time of disclosure to it and rightfully obtained without the breach of any person or entity’s confidentiality obligations; or (d) was independently developed by the other Party without reference to Confidential Information. In addition, neither Party shall be considered to have breached its obligations under this Section 9.2 for disclosing Confidential Information as required to satisfy any legal requirement of a competent government body, provided that, immediately upon becoming aware of such requirement and to the extent that it may legally do so, the relevant Party advises the other Party promptly and prior to making such disclosure in order that such Party may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. Each Party shall fully cooperate with the other in any and all actions described in the preceding sentence.
9.2.4. No Implied Rights.
Nothing contained in this Section 9.2 shall be construed as obligating any Party to disclose Confidential Information to the other or as granting to or conferring to any Party, expressly or implicitly, any rights or license to any Confidential Information.
9.3. Consent to Disclose.
Supplier reserves the right to provide any customer or potential customer bound by a nondisclosure agreement access to a list of Supplier’s customers and a description of the Services purchased by such customers. Company consents to such disclosure; including the listing of Company’s name and the Services purchased by Company (financial terms relating to the purchase shall not be disclosed).
9.4 Contents of Communications.
Supplier does not monitor and will have no liability or responsibility for the content of any communications transmitted via the Services, and Company will indemnify, defend and hold Supplier harmless from any and all claims (including claims by governmental entities seeking to impose penal sanctions) related to such content or for claims by third parties relating to Company’s use of the Service.
9.5 Force Majeure.
Except for Company’s payment obligations under the terms and conditions of these General Terms and Conditions and/or any Service Order Form , neither party shall be liable, nor shall any credit allowance or other remedy be extended, for any performance that is prevented or hindered due to a Force Majeure Event. If Supplier is unable to provide Supplier Services for a period in excess of thirty (30) consecutive days for any reason set forth in this Section, then either Party may cancel the affected Service Order Form upon written notice to the other Party, and both Parties shall be released from any further future liability under that particular Service Order Form .
9.6 Governing Law
These General Terms and Conditions and any Service Order Form shall be governed by the laws of The United States of America or The Republic of Trinidad and Tobago, where applicable.
9.7 Severability: Waiver.
In the event any provision of these General Terms and Conditions is held by a court of competent jurisdiction to be invalid, void or unenforceable, such offending provision(s) shall be stricken and the remainder of these General Terms and Conditions shall remain legal, valid and binding. The failure by either Party to exercise or enforce any right conferred by these General Terms and Conditions shall not be deemed to be a waiver of any such right nor to operate so as to bar the exercise or enforcement of any such or other right on any later occasion.
9.8 Assignment.
Neither Party may assign this Agreement without first obtaining the other Party’s written consent; except that, however, either Party may assign this Agreement to an Affiliate or as part of a corporate reorganization, consolidation, merger or sale of substantially all of its assets by providing advance written notice to the other Party of any such proposed assignment. This Agreement will bind and ensure to the benefit of each Party and each Party’s successors and permitted assigns.
9.9 Notice.
Any notice or communication required or permitted to be given hereunder may be delivered by hand, sent by overnight courier, email (with confirmation of delivery) or facsimile (with confirmation of delivery), at the addresses set forth in the Service Order Form (s) or at such other address as may hereafter be furnished. Such notice will be deemed to have been given as of the date it is delivered, emailed, or faxed, as applicable.
9.10 Relationship of Parties.
Supplier and Company are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Supplier and Company.
9.11 Regulatory and Legal Changes.
In the event of any change in applicable law, regulation, decision, rule or order that materially increases the costs or other terms of delivery of Service, Supplier and Company agree to negotiate regarding the rates to be charged to Company to reflect such increase in cost and, in the event that the parties are unable to reach agreement respecting new rates within thirty (30) days after Supplier’s delivery of written notice requesting negotiation, then (a) Supplier may pass such increased costs through to Company upon thirty (30) days notice, and (b) Company may terminate the affected Service Order Form without termination liability by delivering written notice of termination no later than thirty (30) days after the effective date of the rate increase.
9.12 Entire Understanding.
These General Terms and Conditions (including the Service Schedules and any Service Order Form ) constitute the entire understanding of the Parties related to the subject matter hereof. All prior written or oral agreements, understandings, communications or practices between Company and Supplier are hereby superseded insofar as they relate to the Supplier Services hereunder. These General Terms and Conditions may be amended only in writing signed by a duly authorized representative of each Supplier and Company. In the event of any conflict between the documents comprising the Agreement between the Parties, precedence shall be given to the documents in the following order: (i) the Service Order Form; (ii) the applicable Service Schedules; (iii) these General Terms and Conditions.