master service agreement

1. Definition

“BCM”, “us” or “our” means Blue C Mobile Pte Ltd;

“Customer” means an individual or a company who has, entered into an agreement with BCM for the supply of any goods and/or services by us subject to the terms and conditions of this Master Service Agreement and any other agreement between BCM and the Customer;

“Contractual Delivery Date” means the date the Equipment is shipped from BCM locations specified in Appendix 3;

“Data” means data that is accessed by the Customer utilising the provided data service; the provided data service is on a shared bandwidth pool which is generally available at the maximum aggregate data rate for the relevant Region on a contended basis with other users;

“Equipment” means equipment purchased by the Customer and used or intended to be used with the Service;

"Parts" means spare parts for the Equipment

“Installation Manual” means information (both in writing and otherwise) provided by BCM for installing, operating and maintaining the Equipment;

“License” means any license (including that license as from time-to-time amended) granted or having effect as is granted under the Telecommunications Act (Chapter 23) of Singapore, the Telecommunications Act 1984 of the United Kingdom, the Cable and Broadcasting Act 1984 of the United States of America, or any replacement or re-enactment of any of them, or any other license granted under any similar and/or relevant legislation;

“Network” means the network through which BCM's service is deployed;

“Premises” means the Customer's premises at which the Equipment is installed;

“Region” means each of the relevant service regions as set out under Appendix 1;

“Satellite” means each of the satellites on the Network through which the Service is provided;

“Satellite Owner” means, where applicable, a person or body, which owns and operates a Satellite and which has allotted capacity in the Satellite for the purpose of the Service;

“Service” means mobile communications service via satellite delivering internet access supplied by BCM, subject to such limitations, qualifications, terms and conditions as stipulated under this Master Service Agreement and any other agreement between the Customer and BCM.

“Service Availability” means the extent to which a Customer is able to access the Service in a particular Region;

“Service Failure” means any failure of the Customer’s satellite connectivity causing continuous total loss of the ability to convey communication;

“Teleports” means the Network's ground-based stations which link the Satellites to ground-based communications;

“U.S.” means the United States of America.

2. Provision of Service

2.1.BCM agrees to provide the Customer with Service within the geographical areas described in Appendix 1.

2.2.It is technically impracticable to provide Service free of faults and BCM does not undertake to do so. BCM does undertake obligations with regards to faults in Service as specified in Clause 8.

2.3.The Service provided hereunder utilizes a shared bandwidth pool that is accessible by Customer on a best effort basis. The target Service Availability in each Region shall be 99% per calendar month.

2.4.Subject to the terms and conditions of this Master Service Agreement and any other agreement with the Customer (including, but not limited to the performance and observance by the Customer of its obligations hereunder), BCM shall on the Contractual Delivery Date, and at all times thereafter during the term of the agreement with the Customer make Service available to the Customer on a 24-hour basis.

3. Customer’s General Obligations

3.1.By the Contractual Delivery Date, the Customer shall, at its own expense, provide the facilities, and, install and maintain the Equipment, each as described in the Installation Manual and in accordance with standards and procedure stipulated under the Installation Manual (including, with regards to placement) and in further accordance with standards and procedures to be notified by BCM to the Customer in writing from time-to-time.

3.2.The Customer’s responsibilities under this Clause 3 include, but are not limited to, provision at the Customer’s expense of suitable accommodation, foundations, environment and essential facilities and/or services (including suitable electric power and earthing arrangements at points and with connections specified by BCM and any other facilities and/or services as may be stipulated by BCM) to enable BCM to provide the Service.

3.3.The Customer shall secure all licenses and/or permissions necessary to use the Service including authorizations for the import, and operation of the Customer terminal and for uplink transmissions from the Customer terminals to the Satellite in each country in which Customer seeks to operate, as required by applicable law. The Satellite Owner shall secure all licenses and permissions necessary to operate the Network and provide the Service to Customer, including, securing licenses and permissions for the Teleports, for the operation of the Satellites at their respective orbital positions, and for downlinking transmissions from the Satellites into each country in each applicable Region. Use of this Service is currently prohibited within 12 nautical miles of the coast of a country unless the regulatory requirements of that country are met. It is the Customers sole obligation to understand and comply with the licensing requirements of all applicable countries it proposes to use the Service in.

3.4.The Customer shall, at its own expense, afford anyone accredited by BCM, on production of official evidence of identity and authority, reasonable access to the Premises at all reasonable times for the purpose of the provision of the Service, and the Customer must obtain any other permission which may be needed to achieve such access. Where special safety practices for visits to Premises are required, these will be agreed between BCM and the Customer within thirty (30) days of BCM’s acceptance of the application for Service. If BCM and the Customer are unable to agree upon the appropriate safety practices, BCM shall, in its sole discretion, have the right to cancel the application for Service and to terminate this Master Service Agreement and any other agreement between BCM and the Customer.

4. Connection of Equipment

4.1.Equipment to be connected for use with Service shall be connected by the Customer or its designated subcontractors only.

4.2.Equipment to be connected at the Premises shall be subject to such conditions as to provision, installation, operation and maintenance as may be specified in the Installation Manual with which the Customer must comply at all times. BCM may vary such conditions if BCM is required to do so by any appropriate body or authority or if BCM thinks it reasonably necessary to do so in the interests of safety or quality of Service but shall give as much oral or written notice to the Customer as is reasonably practicable in the circumstances.

5) BCM’s General Powers

5.1.BCM may temporarily suspend Service for the purpose of repair, maintenance or improvement of any of BCM’s telecommunications systems and Equipment and/or any other such purpose as BCM may reasonably deem fit.

5.2.BCM may give instructions about the use of Service procedures to be followed by the Customer which BCM, in its sole discretion, deems to be reasonably necessary in the interests of safety, or of the quality of Service to BCM’s other Customers, or the proper use of the appropriate transmission media, with which the Customer must comply immediately. In all cases, BCM will give as much written or oral notice as is reasonably practicable in the circumstances, and BCM will restore Service as soon as is reasonably practicable after suspension.

5.3.In the event that BCM is instructed by the Satellite Owner to modify, vary or amend any characteristics and/or aspects of the Service, up to and including shut down of the Service, the Customer must fully comply with any such instructions. Likewise, if BCM assesses that there is a risk to other users of the Satellite, the Customer shall comply with any BCM instructions to modify, vary or amend characteristics and/or aspects of the Service, up to and including shut down.

6. Scope of BCM’s Responsibility

6.1.BCM’s responsibility for Service under these conditions applies only for that part of Service that is provided by means of telecommunication systems which are exclusively operated by BCM. BCM is not responsible for any Service problems occurring or associated with Customer end user equipment, or any malfunction, faults, failures, and/or interruptions occurring beyond the network demarcation supplied by BCM.

7. Satellite Service availability

7.1.BCM shall make the appropriate application to the Satellite Owner.

7.2.Global satellite coverage for the Service shall be specified in Appendix 1, where applicable.

7.3.BCM shall be entitled to monitor the Service to ensure that the technical characteristics of the signal comply with obligations to the Satellite Owner, and under any other applicable License.

7.4.The Customer shall comply with the Satellite Owner’s procedures and/or requirements which may be amended from time-to-time.

7.5.Where the Satellite is replaced by the Satellite Owner other than as a result of damage, loss or breakdown of the Satellite, BCM shall give the Customer fourteen (14) days advance notice in writing of the date and time of withdrawal of the Satellite and the likely resulting length of time for which Service will be disrupted or lost as a consequence of such replacement, and BCM shall have the right to suspend Service for the length of specified notice.

7.6.The Service is provided subject to the availability of capacity from the Satellite Owner and is provided on an “on-demand” basis.

8.Fault Repair and Support

8.1.The Customer shall report a fault in Service or Equipment by e-mail or such other means of communication as stipulated under Appendix 2 or by such other means of communication as BCM may from time-to-time notify to the Customer. The Customer will together with the report of such fault, provide BCM with a contact name and e-mail address to enable BCM to advise progress being made to clear the fault.

8.2.If the Customer reports a fault in Service or Equipment, BCM may, in its reasonable discretion, respond by taking one or more of the following courses of action:

(a)Providing assistance by e-mail, including advice, where appropriate, as to test and checks to be carried out by the Customer;

(b)Where possible, carrying out diagnostic checks from the Premises;

(c)Provide spare parts for the Equipment if the Equipment is within the warranty period (with the usual warranty period being twelve (12) months), and in such instance, the Customer bears the transportation costs of the faulty Customer Equipment back to Blue C Mobile's premises or such other location as Blue C Mobile may specify, and the transportation costs of delivering replacement Parts for the Customer Equipment to the Customer premises (in general, the new warranty period for such replacement Parts would be twelve (12) months from the time such replacement Parts is shipped out), and/or;

(e)any other reasonable course of action.

9.Limitation on Use of Service

9.1.Neither the Customer nor any other person is permitted to use Service otherwise than in compliance with the provisions of any License applicable to the Customer or, as the case may be, that other person in connection with the use of Service.

9.2.Any use of Service by any person other than the Customer in breach of this Clause 9 will be deemed to be a breach by the Customer of the terms and conditions of this Master Service Agreement and BCM will be entitled to exercise its rights in respect of such breach accordingly.

10. Unacceptable Usage

10.1.The Customer is solely responsible for all Data and is solely liable for any claims and/or liabilities in respect of such Data and the manner in which the Customer collects and/or distributes Data to third parties. BCM reserves the right to block, delete and/or remove any Data from the Service that BCM determines, in its sole discretion, is in violation of the terms and conditions of this Master Service Agreement and/or any other agreement with the Customer.

10.2.BCM may suspend Service at any time without notice for conduct that breaches and/or violates the terms and conditions of this Master Service Agreement and/or any other agreement with the Customer . Additionally, if the Customer breaches and/or violates the above, the Customer may be subject to legal liability and prosecution.

10.3.The following is a non-exhaustive list of content and use of the Service that are unacceptable and a breach and/or violation of the terms and conditions of this Master Service Agreement:

(a)Use of the Service that violates applicable law;

(b)Reverse-engineering and/or tampering with the security of the Services;

(c)Reselling the Service or permitting third parties to use the Service without our prior written consent;

(d)Making unauthorized copies of any content in the Services;

(e)Uploading Data that contains or contains links to nudity, pornography, adult content, sexual content, profanity, and/or foul language;

(f)Collecting sensitive personal information;

(g)Uploading, sending or storing malicious software or Data that condones, promotes, contains, or links to warez, cracks, hacks, their associated utilities, or other piracy related information, irrespective of purpose;

(h)Uploading Data that infringes any copyrights, trademarks, patents, trade secrets or other intellectual property of any party;

(i)Uploading Data that is racist or otherwise offensive to others, including content that aggravates, harasses, threatens, defames or abuses others;

(j)Uploading or displaying Data that exploits images of children under 18 years of age;

(k)Uploading binary files or executable code; and/or

(l)Performing vulnerability tests, network scans, penetration tests, or other investigative techniques on our software or Service.

10.4.The Customer must comply with all applicable laws, rules, regulations and/ or guidelines including those governing privacy, data protection and spam. Spam includes, without limitation, unsolicited mass e-mail or other messages, promotions, advertising, or solicitations. The Customer agrees not to send email messages to any person that has opted out or otherwise objected to receiving messages from the Customer or another sender on whose behalf the Customer may be acting.

10.5.If the Customer´s use of the Service requires the Customer to comply with specific regulations, the Customer is solely responsible for such compliance. The Customer may not use the Service in a way that would subject BCM to those specific regulations without our prior written agreement.

10.6.The Customer may not make the Service available to, or use the Service for the benefit of, anyone other than the Customer or its users. User accounts cannot be shared by multiple individuals, and each individual should have their own user account to use the Service. User means Customer's employees or other personnel who have been issued an individual password or other secured means of accessing the Services.

10.7.If BCM suspends Service for contravention, by the Customer or any other person, of Clause 10.1, BCM can refuse to restore Service until BCM receives an acceptable assurance from the Customer that there will be no further contravention.

11. Matters Beyond BCM’s Reasonable Control (Force Majeure)

11.1.BCM is not liable for any breach and/or non-performance of its obligations where such breach and/or non-performance of its obligations is caused by an Act of God, terrorism, insurrection or civil disorder, war or military operation, national or local emergency, acts or omissions of government, highway authority or other competent authority, BCM’s compliance with any statutory obligation or an obligation under a statute, industrial dispute of any kind (whether or not involving BCM’s employees), fire, lightning, explosion, flood, subsidence, weather of exceptional severity, acts or omissions of persons for whom BCM is not responsible (including in particular other telecommunications providers) or any other cause whether similar or dissimilar outside BCM’s reasonable control.

12. Amendment to Schedules

12.1.Any amendment to any of the Schedules (of this Master Service Agreement and/or any other agreement between BCM and the Customer) that may be agreed between the parties shall be effected by substituting a revised Schedule, signed by duly authorized representatives of both parties, and shall be deemed to be incorporated into these conditions in substitution for the previous Schedule and to be effective on and from the date specified in the revised Schedule.

12.2.Any amendment to any of the Schedules, which BCM is entitled to make alone, shall be effected by a duly authorized representative of BCM signing a revised Schedule, giving notice of it to the Customer, and substituting it for the previous Schedule. The revised Schedule shall be deemed to be incorporated into these conditions in substitution for the previous Schedule and to be effective on and from the date specified in the revised Schedule prospectively only.

12.3.Where the terms and conditions of this Master Service Agreement and/or any other agreement between BCM and the Customer permit BCM to give notice of any matter to the Customer without any express requirement for a Schedule amendment, nothing in this Clause shall oblige BCM to issue a formal amendment or variation to any Schedule.

13. Default

13.1.BCM may terminate or temporarily suspend supply of Service by giving written notice to the Customer if the Customer is in breach and/or default of any of the terms and conditions of this Master Service Agreement and/or any other agreement between the Customer and BCM.

13.2.BCM’s rights under Clause 13.1 do not prejudice any other rights of BCM under this Master Service Agreement and/or any other agreement between BCM and the Customer.

13.3.Any waiver by BCM of any breach and/or default is limited to the particular breach and/or default. No delay by BCM to act upon a breach shall be deemed a waiver.

14. Restricted destinations

No Services shall be used in, or Equipment imported into, any country where doing so is a violation of applicable U.S. law, and no Services shall be used by, or Equipment transferred to, any person or entity identified on the U.S. Specially Designated Nationals (SDN) List. Without limiting the foregoing, in no instance shall Services be used in, or Equipment imported into, the following countries: Cuba, Iran, Syria, Sudan and North Korea.

15. Indemnification and Limits of Liability

Customer agrees to indemnify, hold harmless, and defend BCM and its resellers against any claims resulting from or relating to customer’s breach of this Master Service Agreement and/or any agreement between the Customer and BCM or misuse of the Services, Equipment or Services used in connection with BCM products. BCM and its affiliates (including BCM's shareholders, directors and employees as well as its associated companies) shall not be liable for economic loss, or third-party claims, expenses, costs, liability, loss, or damage whatsoever, whether arising in negligence, tort, statute, equity, contract, common law, or any other cause any harm, loss, liability, damage, expense, cost, suit, claim or demand whatsoever. Under no circumstances will BCM and its affiliates be liable for any indirect, aggravated, exemplary, punitive, special, incidental or consequential damages including damages for lost profits, lost revenues, lost information, business interruption, failure to realize anticipated savings or any other commercial or of action or legal theory, even if BCM has been advised of the possibility of such damages. Customer agrees, acknowledges and confirms that the limitations of liability set out in this agreement are fair and reasonable in the commercial circumstances of this agreement and that BCM would not have entered into this agreement but for customer’s agreement to limit BCM´s liability in the manner and to the extent provided for herein.

16. Governing Law

This Agreement is made pursuant to and shall be construed and enforced in accordance with the laws of the Singapore, without regard to choice of law principles. Any action arising out of or related to this Agreement shall be brought in the courts located in Singapore and Customer consents to the exclusive jurisdiction and venue of such courts.

Appendix 1

Service coverage
Regions detailed below - view the coverage page on our website for more information.

Region

Longitude/Latitude

Western North America

-77,7 -80,8 -97,18 -103,21 -105,24 -120,43 -128,43 -116,21 -108,16 -96,11 -88,8 -86,5 -77,5 -77,7

Western South America

-86,5 -93,1 -92,-2 -88,-3 -86,-10 -84,-15 -82,-18 -78,-20 -77,-22 -77,-25 -78,-30 -80,-35 -85,-45 -90,-53 -70,-60 -70,-46 -68,-17 -74,-12 -77,-3 -77,5 -86,5

Gulf of Mexico & Caribbean

-98,31 -100,24 -97,18 -80,8 -77,7 -59,7 -59,19 -77,28 -77,30 -82,30 -88,38 -92,38 -92,32 -98,31

Eastern North America

-93,49 -88,38 -82,30 -77,30 -62,41 -45,45 -45,56 -56,54 -93,49

North Atlantic Ocean

-16,60 -45,56 -45,45 -62,41 -77,30 -77,28 -59,19 -59,12 -56,12 -20,30 -5,31 -4,37 -8,38 -8,43 -16,60

South Atlantic Ocean

-56,12 -59,12 -59,7 -59,6 -53,2 -60,-1 -60,-4 -41,-4 -37,-7 -57,-32 -56,-18 -59,-18 -63,-37 -70,-46 -70,-60 -60,-60 -60,-58 -58,-53 -57,-49 -54,-43 -51,-39 -40,-35 -24,-33 15,-36 -0,0 -13,0 -20,6 -20,30 -56,12

Western Africa

-20,30 -20,6 -13,0 -0,0 15,-36 23,-36 23,-33 11,9 -7,9 -12,18 -5,31 -20,30

North Sea

1,49 32,57 41,70 25,74 13,72 -9,63 -16,60 -8,43 -1,43 1,49

Mediterranean Sea

-4,37 -5,31 32,28 34,28 35,31 44,44 38,49 29,47 25,43 22,41 15,47 3,45 -4,37

Indian Ocean

53,4 60,6 69,5 71,-1 74,-2 77,3 88,4 93,4 103,-8 101,6 99,9 99,15 92,24 50,31 35,31 34,28 32,28 40,7 24,-31 23,-33 23,-36 31,-36 53,4

Asia

165,62 150,63 140,61 133,56 137,50 133,45 115,41 115,24 105,23 105,15 99,15 99,9 101,6 103,-8 104,-13 124,-13 127,-10 135,-10 135,20 165,62

Australia

111,-36 125,-42 139,-47 155,-47 170,-49 182,-40 182,-37 160,-27 160,-13 148,-13 145,-10 127,-10 124,-13 104,-13 106,-17 111,-36

Pacific Ocean

-158,57 -155,60 -160,62 -195,62 -225,20 -225,-10 -215,-10 -212,-13 -200,-13 -200,-27 -178,-37 -150,-37 -150,-18 -130,-16 -130,17 -116,21 -128,43 -135,53 -158,57

Alaska

-120,43 -120,49 -133,60 -152,63 -155,60 -158,57 -135,53 -128,43 -120,43

End of Appendix 1

Appendix 2
Facilities and Maintenance provided by the customer

Reporting a fault 
The Customer shall report any fault on Service or Equipment to: support@blue-c-mobile.com

General Requirements
The Customer shall comply with the requirements laid down by BCM for the Equipment installation and operating environment.

Facilities Required
The Customer shall provide the necessary accommodation space for the Equipment and associated power unit for the Service. The Customer is required to provide a power supply and a safety earth in close proximity to the Equipment if required.

End of Appendix 2

Appendix 3 
Blue C Mobile (BCM) locations; Edinburgh, Singapore

End of Appendix 3