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Sports and Events General Terms and Conditions

The following are the general terms and conditions that apply to SES Sports and Events Services (herein the “General Terms”). Capitalized terms used and not otherwise defined herein will have the meanings set forth in the SES Sports and Events Agreement, including any Annexes or Addendums thereto (together, the “Agreement”), the Booking Policy (the “Booking Policy” or “Policy”), any Order Confirmation, and in Appendix A hereto (Definitions).  All of the foregoing (including the Agreement, Booking Policy and these General Terms) are hereinafter referred to collectively as the “S&E Terms”.

1. Service Provision.

References in these General Terms and in the S&E Terms to “SES” mean the SES Affiliate that is party to the Agreement. Unless otherwise set out in these General Terms, no other SES Group member is bound by the terms and conditions of an Agreement or any Confirmation Order except for the SES Affiliate entering into the Agreement. Notwithstanding, the Service may be provided in whole or in part by any SES Affiliate, or by third-parties with whom SES has contracted for certain services to be provided as part of a Service.

2. Compliance.

  • Compliance. SES shall comply with all Applicable Laws in relation to SES’s provision of the Service SES’s obligations under the Operational Requirements. Customer shall comply with all Applicable Laws (including authorizations required under applicable Trade Control Laws) in relation to Customer’s receipt and use of the Service or in relation to Equipment and its obligations under the Operational Requirements. Customer is solely responsible for the content of all Customer Transmissions, and warrants and represents that it holds all necessary rights and licenses  in order to receive,  use and distribute such contents. Customer’s obligation to comply with all Applicable Laws also includes an obligation to comply with any applicable requirements or restrictions on the use of the Service in any jurisdiction in which Customer uses the Service or in which the Service can be received, including prohibitions or restrictions regarding the content of material transmitted (e.g., laws, requirements, or restrictions relating to intellectual property rights, encryption, access, labeling of content, defamation, obscenity, public order, public security, content, information, privacy, and data security). Upon request from SES, Customer shall promptly certify in writing that Customer’s use of the Service complies with this Section ‎2 (Compliance). SES’s  obligation to perform is subject to compliance with Applicable Laws. Customer acknowledges that coverage of a country or territory by the Satellite System does not imply that Service is permissible to or from earth stations located in that country or territory. Unless otherwise specified in an Agreement, Customer shall secure, maintain and comply with the Authorization(s).  Customer shall obtain and maintain throughout the relevant Service Duration, and SES will have no responsibility for providing, any concessions, permits, licenses or other authorizations required under Applicable Laws.
  • Information Requests. Subject to Applicable Laws, each Party shall provide such information or documentation as reasonably required by the other Party to respond to any request for information made by a governmental or regulatory agency in relation to the Service or the use of the Service (e.g., a complete copy of the relevant Authorization).
  • Corruption Prevention. Each Party shall establish and maintain an anti-bribery and anti-corruption policy. Upon request, each Party shall make available to the other Party a copy of its anti-bribery and anti-corruption policy.
  • Permitted Use. Customer may resell the Service to End Users, but only as part of a value-added telecommunications service. Any use of the Service by End Users (including third-party earth station providers) is deemed to be use by Customer. Customer shall not, without SES’s prior written consent, sell, resell, lease or otherwise transfer or provide the Service to any Sanctioned Person.

3. Payment-Related Provisions.

  • Customer shall pay all amounts in the currency specified in the Agreement or Order Confirmation.
  • Customer shall make such payments without offset, withholding, or deduction of any kind by wire transfer to such bank account as SES may designate in writing to Customer. All payments will be deemed to have been received when SES’s designated bank account has been credited with such payment.
  • Any payment due from Customer that is not received by the date it is due will accrue interest at the rate of the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the date payment was due until the date it is received, and Customer shall pay such interest promptly upon request by SES.
  • If Customer is delinquent as to payments due for a Service, then SES may, with respect to such Service and in SES’s sole discretion, apply to such delinquency any Customer payments or Security received for any other Service.
  • Reliance. The Parties acknowledge that the price and other commercial terms set forth in the S&E Terms  have been agreed by the Parties in reliance on such terms and on these General Terms, including the limitations and exclusions of liability, the disclaimers of warranties, and Customer’s indemnity obligations set forth in these General Terms, and that the same form an essential basis of the bargain between the Parties.

4. Taxes.

  • Customer shall pay, and will in all events be solely responsible for, any Taxes levied or withheld on the provision or use of the Service, any Customer equipment, or any amounts payable by Customer for a Service. Customer shall pay such additional amounts to SES as are necessary to make SES whole for any Taxes levied or withheld. Customer will not be responsible for any Taxes imposed on the net income of SES by any country or jurisdiction imposing tax on income from all sources by reason of SES being incorporated in, or otherwise being considered a resident of, such country or jurisdiction.

5. Termination.

  • Mutual rights to Terminate. Each Party has the right to terminate the affected portion of the Service  upon notice to the other Party if: (i) the other Party commits a material breach of any of its material obligations under any S&E Terms, excluding any event covered  below (Termination related to Customer non-performance), and fails to remedy such breach within 30 Days after having received notice of breach from the other Party (except that no cure period applies to a material breach that is not capable of remedy), but only if the notice is provided within 30 Days after the non-breaching Party knew or should have known about the breach; or (ii) the other Party or any of its officers, principals, or other key personnel is or becomes designated as a Sanctioned Person; provided, however, that the right of termination under this clause will immediately expire when and if the non-breaching Party remedies the relevant breach or the designation as a Sanctioned Person for the relevant person is removed, as applicable.

  • Each Party has the right to terminate the affected portion of the Service upon 30 Days’ notice (except as such notice period is specified otherwise below) to the other Party if:

    a competent regulatory authority terminates or suspends SES’s right or authorization to provide the Service or to operate the Network Facilities and this action results in SES not providing the Service in accordance with the Service Specifications for 30 consecutive Days; provided, however, that, if SES resumes providing the Service in accordance with the Service Specifications prior to the expiration of the termination notice period, then any notice of termination previously provided under this clause will be void and without effect; or

    SES modifies the Network Facilities (excluding situations where the Service is transitioned to another Satellite in accordance with the Operational Requirements) and these actions result in SES not providing the Service in accordance with the Service Specifications for 30 consecutive Days; provided, however, that, if SES resumes providing the Service in accordance with the Service Specifications prior to the expiration of the termination notice period, then any notice of termination previously provided under this clause will be void and without effect

  • Termination related to Customer Non-Performance. SES has the right to terminate the  Agreement and cease to provide Services to Customer upon notice to Customer if (i) Customer fails to pay any amount when due pursuant to the S&E Terms, (ii) Customer fails to provide or maintain Security pursuant to the provisions of  the S&E Terms , (iii) Customer fails to cease any activity in breach of Section ‎2 (Compliance) immediately after receiving telephone, email, or other notice from SES, or (vi) a Suspension continues for 30 days or more after SES’s notice of the Suspension.
  • Consequences of Termination.
  • If SES terminates a Service (or a portion thereof) pursuant to Mutual Rights to Terminate, or Termination related to Customer non-performance, then in addition to all of SES’s other rights and remedies, SES may declare immediately due and payable a termination fee equal to the Service Fees due for the remainder of the Service Term (pro-rated as necessary in the case of a partial termination), or equal to the amount of any agreed minimum commitment, as applicable, but for the early termination and to use the Service to provide service to whomever SES sees fit, and Customer is not entitled to any relief (equitable or otherwise) with respect to such use or any refund of any amounts paid to SES.  Customer acknowledges that the rights of SES as stated in this clause are reasonable under the circumstances, constitute liquidated damages for loss of a bargain, and do not constitute a penalty.
  • The expiration or termination of any S&E Terms will not affect or prejudice any provisions of, or rights a Party may have under the S&E Terms, which (A) arise prior to such termination or expiration, (B) arise as a result of such termination or expiration, or (C) are expressly or by implication provided to continue in effect after such expiration or termination or that, due to their nature, would be expected to survive termination or expiration.
  • Cessation of Service. Upon termination or expiration of a Service or of this Agreement, Customer shall immediately cease (and cause any End Users to cease) all Customer Transmissions with respect to such Service.  If Customer nevertheless continues using the Service after expiration or termination, then (without implying any right of Customer to continue use of the Service), SES reserves the right to (a) take all steps to stop Customer Transmissions, and (b) charge a fee equal to 150% of the one-time or monthly Service Fee in effect immediately prior to expiration or termination, such payments to continue until Customer Transmissions cease.

6. Suspension.

  • SES delay the commencement of any Service or Suspend all or a portion of the Service if:
    • as a result of Customer’s use of the Service, there is a substantial risk that any member of the SES Group: (A) could be or is indicted or charged as a criminal defendant, or otherwise could become or becomes the subject of any judicial, governmental, or administrative proceeding or investigation that may result in fines, sanctions, or non-monetary remedies; or (B) could become or becomes subject to any other action that could result in the revocation, suspension, or loss of any license, ability or right of SES to do business, provide services, capacity, or equipment to Customer or others;
    • Customer’s transmissions to the Satellite System are being “jammed” or otherwise intentionally interfered with by a third-party (governmental or otherwise);
    • Customer is in breach of Section ‎2 (Compliance);
    • SES receives a request to suspend or terminate the Service from a third party satellite operator or from a regulatory or governmental authority; or
    • SES has the right to terminate the Agreement under Section ‎5 (Mutual Rights to Terminate) or Termination related to Customer non-performance), without prejudice to any of SES’s other rights under Section ‎5.
  • SES may continue to Suspend Service under this Section ‎6 (Suspension) until any action, threat of action, or condition giving rise to such right is resolved in SES’s favor or removed and, in each case, until assurances are given to SES’s satisfaction that the matters giving rise to the Suspension will not reoccur.
  • SES shall provide Customer with as much advance notice as is reasonably practicable under the circumstances of any Suspension. Upon receipt of a notice of a Suspension, Customer shall immediately cease (and cause any End Users to immediately cease) all Customer Transmissions.

7. Liability-Related Provisions.

  • In no event will either Party be liable for any direct or indirect loss of revenues, profits, business, savings, or goodwill, or for any indirect, incidental, consequential, punitive, special or other similar damages, whether foreseeable or not, occasioned by any default hereunder or any other cause.
  • Nothing in this Section ‎7 (Liability-Related Provisions) will operate to limit or exclude a Party’s liability for: (i) fraud, gross negligence or willful misconduct; (ii) its indemnification obligations under these General Terms or any other S&E Terms; (iii) Customer’s payment obligations; (iv) with respect to Customer, any damages that occur as a result of Customer’s failure to immediately cease transmissions to the Satellite System in breach of its obligations  in the Operational Requirements; or (v) any liability which cannot be excluded or limited under the Governing Law.
  • Except for a warranty expressly made with respect to Purchased Equipment, SES expressly excludes and disclaims any and all warranties, including warranties of merchantability or fitness for a particular purpose or use to the extent possible by Applicable Law.
  • The default Service Demarcation Points for the Services are as set forth in Appendix C hereto, which shall apply in all cases unless specific Demarcation Points are indicated in an SES Sports and Events Agreement.
  • In the event that weather protocol/contingency services are provided, SES shall have no liability to Customer or any third party for any failure or error in connection with such services and/or for any reliance of Customer or any other party on such services.
  • IN ANY EVENT AND WITHOUT DEROGATING FROM ANY OF THE FOREGOING, SES’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE S&E TERMS AND ANY SERVICE PROVIDED SHALL NOT EXCEED THE LESSER OF (1) THE FEES ACTUALLY PAID BY THE CUSTOMER FOR THE SPECIFIC SPORTS AND EVENTS SERVICE (FEED, MATCH, ETC.) THAT IS THE SUBJECT OF THE CLAIM, OR (2) THE FEES ACTUALLY PAID BY THE CUSTOMER FOR SPORTS AND EVENTS SERVICES DURING THE ONE MONTH PERIOD PRECEDING THE EVENT FOR WHICH SUCH LIABILITY WAS INCURRED.
  • Indemnification.
    • Indemnification by Customer. Customer shall defend, indemnify, and hold harmless any and all SES Group members from and against any and all third-party claims, liabilities, losses, costs, damages, judgments, penalties, interest, and expenses (including attorneys’ fees and costs) arising out of or relating to: (A) Customer’s violation of its obligations under Section ‎2 (Compliance), including without limitation any claims in connection with the contents received, processed and/or broadcast, delivered, transmitted or distributed by SES in providing the Service; (B) any use of the Service or any failure of SES to provide the Service (including disputes between or among Customer and End Users or its program, data, or other transmission content suppliers); (C) any warranty, representation, or statement Customer may make to an End User or other third-party in connection with the Service; and (D) death or bodily injury caused by the gross negligence, fraud, or misconduct of Customer, its employees, subcontractors, representatives, or agents. Customer shall not consent to the entry of a judgment or settle a claim which involves any member of the SES Group without SES’s prior written consent.
    • Indemnification by SES. SES shall defend, indemnify, and hold harmless Customer from and against any and all third-party claims, liabilities, losses, costs, damages, judgments, penalties, interest, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (A) damage to property which occurs at the Customer site, to the extent caused by the gross negligence or intentional act or omission of SES, its employees, subcontractors, representatives, or agents; and (B) death or bodily injury to the extent caused by the gross negligence, fraud, or misconduct of SES, its employees, subcontractors, representatives, or agents. SES shall not consent to the entry of a judgment or settle a claim which involves Customer without Customer’s prior written consent.
  • The limitations of liability set forth in this Section ‎7 (Liability-Related Provisions) apply to and are for the benefit of the SES Group.

8. Confidentiality and Publicity.

  • Confidentiality. The Parties confirm that it may be necessary in the performance of the S&E Terms for a Party (“Discloser”) to disclose Confidential Information to the other Party (“Receiver”). “Confidential Information” means information that Discloser considers to be, or that a reasonable person would consider to be, confidential and which information is (i) if reduced to writing, is marked “Confidential” or “Proprietary” or otherwise identified as confidential at the time of disclosure by the Disclosing Party, (ii) if not reduced to writing, is identified as confidential at the time of disclosure by the Disclosing Party, or (iii) is manifestly of a confidential nature.  Without derogating from the foregoing, the Parties agree that any information either Party may provide to the other Party regarding market opportunities, actual or potential customers, service solutions and methods, pricing, costs, satellite health, design, or performance, and contract terms and conditions (e.g., any of the S&E Terms) is Confidential Information. Confidential Information excludes information developed independently by Receiver or lawfully received by Receiver from a third-party not under an obligation of confidentiality and information that is or becomes available to the public through no fault of Receiver. Receiver shall not disclose, directly or indirectly, any Confidential Information to any third-party without the prior written consent of Discloser. Nothing herein prevents disclosure by Receiver pursuant to law, judicial order, governmental regulation, securities laws or regulations, or rules of a recognized stock exchange, provided that to the extent permissible under Applicable Laws Receiver gives reasonable advance notice to Discloser of each such disclosure and cooperates with Discloser in endeavouring to obtain limitations on disclosures (including protective orders) as requested by Discloser. Disclosure of Confidential Information is also permitted on a confidential and need-to-know basis by the Receiver to its Affiliates, auditors, attorneys, consultants, sales agents, investors, lenders, insurance agents, and proposed and actual successors in interest. For each item of Confidential Information, Receiver’s confidentiality obligations will continue for a period of three years after disclosure.
  • Publicity/Trademarks. Any press release or public communication that either Party intends to issue is subject to review and approval by the other Party, such approval not to be unreasonably withheld or delayed. Notwithstanding the foregoing, SES may state that Customer is a customer of SES and may publish this and Customer’s corporate contact details. A Party may use the other Party’s trademark or logo only with the prior written approval of the other Party, such approval not to be unreasonably withheld. If approved, then such use will be free of charge and solely for the purpose of indicating in any document, advertising, or communication made or commissioned by such Party that the Service is provided by SES to Customer. A Party may, at its discretion, withdraw its approval with immediate effect at any time.

9. Force Majeure.

Neither Party will be liable to the other for non-performance or defective or late performance of its obligations under the S&E Terms to the extent that such non-performance, defective or late performance is due to a Force Majeure Event.

10. Assignment.

SES may Transfer its rights, interests, and obligations in an Agreement and any S&E Terms, its rights and interests in and to any of the Network Facilities, or its rights and interests in and to any and all sums due or to become due under any Agreement and any S&E Terms for any Service to any transferee. Upon receipt of notice from SES of such Transfer, Customer shall perform all of its obligations directly for the benefit of the transferee, and shall execute and deliver such documentation related to such Transfer as SES or the transferee may reasonably require. Customer may not Transfer its right to Service, or the rights and obligations set forth in the S&E Terms, to any third-party without SES’s prior written consent, which consent will not be unreasonably withheld or conditioned by SES. Each Agreement which has been transferred in accordance with this Section will be binding on and will inure to the benefit of any successors, transferees, and assignees of the Parties, provided that no Transfer will relieve Customer of its obligations to SES. Any purported Transfer by either Party not in compliance with the provisions of these General Terms is null and void. Customer shall promptly notify SES in writing of any change of control of Customer or of a substantial part of its assets. If a change of control of Customer or of a substantial part of its assets has a negative impact on Customer’s credit rating, then Customer shall provide Security as required by SES to secure the fulfilment of Customer’s contractual obligations.

11. Notices.

Except as otherwise specifically set forth herein, all notices and other communications from one Party to the other Party will be in writing, in the English language, delivered by hand or by prepaid registered or certified mail, prepaid receipted commercial courier service, or electronically receipted email to the other Party at the address stated in the S&E Terms. All notices and other communications will be deemed to be received: (a) on the date of signature of a delivery receipt, if delivered by receipted commercial courier service; (b) five Days after posting, if sent by prepaid registered or certified mail or commercial courier service; (c) on the date of hand-delivery, if delivered in person by hand; or (d) at the time of successful transmission, if sent by email.

12. Governing Law/Jurisdiction.

The Agreement and all S&E Terms are governed by and will be interpreted according to the laws of The Netherlands (“Governing Law”), without regard to any conflicts of laws provisions. Customer consents to the exclusive jurisdiction of any competent court in The Hague, the Netherlands for purposes of actions, suits or proceedings arising out of any of the S&E Terms.

In the event however that Customer’s country of registration is not in the EU or EFTA regions or in the United States or Canada, and provided that Customer is located in a country that is a party to the New York Convention of 1958, then any dispute arising in connection with any of the S&E Terms, including any question regarding their existence, validity or termination, will be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of The Netherlands Arbitration Institute (Nederlands Arbitrage Instituut) (“NAI Rules”) in force at the time arbitration is initiated, which rules are incorporated by reference into this Section. The arbitral tribunal will be composed of one arbitrator, to be appointed in accordance with the NAI Rules. The seat/legal place of arbitration will be The Hague, The Netherlands. The arbitral procedure will be conducted in the English language. The arbitration agreement evidenced thereby, including its validity and its interpretation, is exclusively governed by the laws of The Netherlands.

13. Entire Agreement.

The S&E Terms (a) constitute an entire and separate agreement between the Parties for SES to provide, and Customer to accept and pay for, the Services and (b) supersede all prior correspondence, proposals, negotiations, understandings, commitments, or representations (whether written or oral) concerning the subject matter of the S&E Terms. Each Party acknowledges that it has not relied on or been induced to enter into any of the S&E Terms by a representation other than those expressly set forth in the S&E Terms.

14. Miscellaneous.

  • Waiver. A waiver of any right or remedy under the S&E Terms or by law is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default. Acceptance by SES of any payments by Customer is not a waiver of SES’s rights with respect to any prior breach by Customer of any of the provisions of the S&E Terms. A failure or delay by a Party to exercise any right or remedy provided under the S&E Terms or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the S&E Terms or by law will prevent or restrict the further exercise of that or any other right or remedy.
  • Severance. If any provision of these Terms or any documents executed by the Parties in connection with the Service is or becomes invalid, illegal, or unenforceable, then it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable and in a manner which comes closest to the intent of the Parties. If such modification is not possible, then the relevant provision will be deemed deleted but only to the extent that the meaning of the provision is not altered by such deletion. Any modification to or deletion of a provision under this clause will not affect the validity, legality, and enforceability of the remaining provisions. If any provision of the S&E Terms or any documents executed by the Parties in connection with the Service is invalid, illegal, or unenforceable, then the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intent of the Parties.
  • Waiver of Immunities. To the extent that either Party has acquired or later acquires any immunity (sovereign or otherwise) from any legal action, suit, proceeding, jurisdiction of any court, setoff, or any legal process with respect to itself or any of its property, such Party irrevocably waives and agrees not to plead or claim such immunity with respect to any action, suit or proceeding brought in relation to the Terms.
  • Personal Data. Each Party shall process personal data of contact persons of the other Party for the purposes of the execution (e.g., e-signature processing), performance, and enforcement of the S&E Terms , and for the carrying out of the either Party’s activities in accordance with applicable data protection laws.
  • Information Security. Each Party shall implement technical and organizational measures to protect its information technology (IT) systems, networks, and the data located and processed in such systems against unauthorized access, acquisition, use, disclosure, or destruction. A Party shall promptly notify the other Party of any unlawful or unauthorized access to its systems related to delivery or use of the Service which comes to its attention resulting in loss, disclosure, or destruction of the other Party’s data (a “Data Breach”), unless such notice is prohibited by the actions or demands of a governmental or regulatory agency. The Party notifying the other of a Data Breach shall take reasonable measures to promptly mitigate the cause of the Data Breach and shall take reasonable corrective measures to prevent any future Data Breach. Following a Data Breach, the notifying Party, unless prohibited by Applicable Laws, shall provide information regarding the nature and consequences of the Data Breach that is reasonably requested by the other Party to allow it to notify affected individuals and governmental or regulatory agencies. Each Party is solely responsible for determining whether to notify impacted individuals, for providing such notice, and for determining if regulatory bodies or enforcement commissions need to be notified of a Data Breach.
  • No Agency. Nothing in the Terms is intended to, or will be deemed to, establish any partnership or joint venture between the Parties, appoint or empower any Party to act as the agent of the other Party, nor authorise any Party to make or enter into any commitments for or on behalf of the other Party, except as expressly authorized in writing by the other Party.
  • Third-Party Rights/Obligations. No one other than a party to the Terms, their successors and permitted assignees will have any right to enforce any of its terms.
  • No Property Interest. Each Sports and Events Agreement is a service contract and does not grant, and Customer will not assert, any right, interest or lien in any property or assets of SES, including any of the Network Facilities or related equipment that SES may own.
  • Interpretation. Any words following the terms “including”, “e.g.” or any similar expression are illustrative and do not limit the sense of the words, description, definition, or term preceding those terms. Section, appendix, and paragraph headings are for convenience only and will not affect the interpretation of the S&E Terms. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in interpreting these S&E Terms.
  • Execution. The Service Agreement may be executed electronically and/or in any number of counterparts and all such counterparts will together constitute one and the same instrument. Customer shall not make any changes to the Service Agreement prior to providing them to SES for countersignature. If there is any conflict between the terms and conditions set forth in the S&E Terms and the version last sent to Customer by SES, then the version last sent to Customer by SES will be the governing version.
  • Amendment of Terms. An Agreement may not be amended or modified in any way except in a document signed by an authorized representative of each Party. Notwithstanding the foregoing, the Policy and General Terms may be amended by SES from time to time and the amended terms will be available on SES’s website at the link in the SES Sports and Events Agreement.
  • Authority. Each Party represents and warrants to the other Party that it has the right, power and authority to enter into and perform fully its obligations under the Terms.

15. Appendices.

All Services ordered pursuant to a Service Agreement are subject to the terms and conditions of these General Terms and the following appendices:

Appendix A Definitions
Appendix B Operational Requirements

APPENDIX A - Definitions

“Affiliate” means an entity controlling, controlled by, or controlled in common with SES S.A. (including SES) or Customer, as applicable. 
“Applicable Laws” means laws, rules, regulations, decrees, licenses, and authorizations, including Trade Control Laws, which are relevant and applicable to a Party’s business. 
“Authorization” means all rights, licenses, permissions, consents, authorizations, certifications, type approvals and agreements, including but not limited to those required to uplink or downlink a signal from the Satellite in any jurisdiction in which Service is being utilized or Customer Equipment is being used by Customer or any End User, as may be required by all applicable laws, regulations, decrees, licenses and authorizations in any applicable country or jurisdiction to permit and/or enable Service provided by SES under an Agreement and any Order Confirmation. 
“Collocated Space Segment” has the meaning set out in the Operational Requirements. 
“Customer” has the meaning set out in the Agreement. 
“Customer Equipment” means any equipment or facilities (including antennas) which are provided, or required to be provided, by Customer for use in conjunction with the Network Facilities in order to receive the Service. 
“Customer Transmissions” means any transmission of signals to or from the Satellite System and/or over terrestrial telecommunications lines, in connection with the Service provided to or used by Customer or an End User. 
“Day” means a calendar day (i.e., of which there are 365 in a non-leap year or 366 in a leap year). 
“Force Majeure Event” means any unforeseeable act, event, or cause beyond the reasonable control and without the fault or negligence of the Party seeking relief under force majeure, the effects of which could not have been avoided through the exercise of due care by such Party, which precludes the affected Party from performing its obligations under the S&E Terms. Force Majeure Events include earthquakes, hurricanes, snowstorms, fires, floods, elements of nature or act of God, explosions, acts or threatened acts of terrorism, riots, hostile or warlike actions, sabotage, civil disorder, national emergency, power shortages that occur in spite of having taken reasonable measures to provide an alternate source of power (e.g., backup generator), strikes, labor disputes, embargoes, disruptions to the Internet, external transmission interference, satellite launch failure or delay, or satellite malfunction. Notwithstanding the foregoing, Force Majeure Events exclude any event which is reasonably foreseeable (such as sun outages, rain fade, meteorological, or astronomical disturbances) or which affects Customer’s ability to use, resell, or pay for the Service, and exclude any delays in obtaining any necessary licenses, permits, customs/importation authorizations, or approvals, except to the extent such delays were caused solely by events which otherwise qualify as Force Majeure Events pursuant to the preceding sentences. 
“Gateway” means the teleport(s) operated by a member of the SES Group or third parties under contract to a member of the SES Group that provides a radio-frequency link to the operational Satellite(s) used to provide the Service. 
“Governing Law” has the meaning set out in Section ‎12 (Governing Law/Jurisdiction). 
“Network Facilities” means, collectively, the Satellite System and the terrestrial or earth station facilities operated by a member of the SES Group or third-parties under contract to a member of the SES Group. 
“Operational Requirements” means SES’s Operational Requirements, as set forth in Appendix B (Operational Requirements), as the same may be modified from time to time by SES in its reasonable discretion, and any other operational requirements specific to the relevant Service as indicated in an Agreement and/or Order Confirmation. 
“Order Confirmation” means a written confirmation by SES to Customer that a Service will be provided to Customer, in accordance with the technical and commercial terms and parameters in such confirmation.
“Party” means (i) the SES Affiliate that is the party to the Serivce Terms, as applicable, and (ii) Customer, individually; and “Parties” means the relevant SES Affiliate and Customer collectively.
“Purchased Equipment” means equipment purchased by Customer from SES or an SES Affiliate.
“Sanctioned Person” means an individual or entity: (i) subject to trade sanctions under the “European External Action Service List of Restricted Persons” or other applicable EU Regulations on Economic Sanctions; (ii) located in or organized under the laws of a country listed as a “Sanctioned Country” under the applicable Trade Control Laws (an updated list of applicable countries is available to Customer by online registration at www.ses.com/msa-trade-control-laws); (iii) identified on the “List of Specially Designated Nationals and Blocked Persons” issued by U.S. Department of Treasury’s Office of Foreign Assets Control; (iv) identified on the “Consolidated List of Financial Sanctions Targets and Investment Ban List” issued by the United Kingdom’s HM Treasury; or (v) is otherwise subject to any sanctions list or governmental trade embargo restrictions under applicable Trade Control Laws.
“Satellite” means the satellite providing the Service (including an Alternative Satellite, a Replacement Satellite, or the satellite on which a Collocated Space Segment is located, as defined in the Operational Requirements).
“Satellite System” means (i) the individual Satellite, (ii) the collection of individual Satellites, or (iii) the constellation of Satellites, in each case used to provide the Service.
“Security” means the security for Customer’s performance of its obligations, as set forth in the Agreement (e.g., cash deposit).
“Service” means the service to be provided to Customer, as described in the S&E Terms.
“Service Demarcation Points” means the physical end-points which define the extent of the SES responsibility, as specified in Appendix C to these General Terms (or otherwise in the S&E Terms); Demarcation A means where SES’s responsibility and liability begins, and Demarcation B means where SES’s responsibility and liability ends.
“Service Fee” means the fees as agreed between the Parties in accordance with the terms of the Service Agreement.
“Service Specifications” means the specifications set forth in the S&E Terms.
“Service Duration” means the period of time during which SES is obligated to provide the Service, as set forth in the Order Confirmation or any Annex or Addendum to the Sports and Events Agreement.
“SES” has the meaning set out in the preamble to these General Terms.
“SES Group” means, collectively, SES S.A. (or its successor-in-interest due to merger, reorganization or otherwise), any of its Affiliates, all members of the boards of directors and management boards, members or shareholders of SES S.A. and such Affiliates, and all officers, employees, consultants, agents, contractors, and subcontractors of SES S.A. and such entities.
“Space Segment” means the space segment resources (i.e., bandwidth and power) using infrastructure on the Satellite to receive, amplify, and retransmit Customer Transmissions, which may include the use of a Transponder (as defined in the Operational Requirements).
“Suspension” or “Suspend” means a denial of access to the Service without affecting Customer’s payment obligations, which continue to exist.
“Taxes” means any taxes, duties, surcharges, withholding, usage fees, and other fees or charges levied or assessed by any local, state, national, public or quasi-public governmental authority or entity, including any value added tax, goods and services tax, withholding tax, regulatory fee (such as for market access), international money transfer fees, or fees payable by any SES Group member pursuant to universal service fund programs or other regulatory-related programs.
“Trade Control Laws” means sanctions and export control laws, conventions, rules, regulations, and decrees, including those of the European Union, EU member states, the United States of America, and any other jurisdiction in which activities under an Agreement and any Order Confirmation are conducted.
“Transfer” means to grant, sell, resell, assign, novate, encumber, convey, license, lease, sublease, or permit the utilization of, directly or indirectly, in whole or in part. End of Appendix A

End of Appendix A

APPENDIX B - Operational Requirements

The definitions which are applicable to this Appendix are set forth in Section A; service specific Operational Requirements are set forth in Sections B through D. Unless specified otherwise below, all Operational Requirements apply to Service provided by GEO and by MEO Satellite(s).

A. Definitions

“GEO” means Geosynchronous Earth Orbit.
“Managed Service” means an SES-provided managed end-to-end satellite-based telecommunication service, whereby the Service Demarcation Points include the Gateway and the Satellite Terminal (and the link in between) and SES is responsible for implementation, operation, and maintenance of all ground-based equipment comprising the Gateway and Satellite Terminal, subject to the & S&E Terms.
“Mbps” means megabits per second.
“MEO” means Medium Earth Orbit.
“MHz” means megahertz.
“Satellite Terminal” means the Customer Equipment at the Customer site consisting of modems, Ethernet/wireless routers if applicable, and associated RF equipment used to communicate with the Satellite System.
“Service Interruption” means an interruption of the Service by SES for testing, maintenance, monitoring, satellite transitions, in-orbit servicing, restoration attempts, transition of Service, preventive or curative repair, improvement (including hardware and software upgrades) or adjustment of any equipment required to provide the Service (including SES backhaul equipment) or expansion of the Network Facilities.
“SES Access Document” means the document which contains the technical specifications Customer must adhere to when accessing the Satellite System and contains technical information about the Satellite System, including requirements concerning the earth station EIRP, uplink EIRP stability, high-power amplifier (HPA) and polarization capabilities) and, as applicable, the SES Service Information Update System (SIUS).
“Transponder” means a dedicated or shared transponder amplifier on the Satellite and its associated components capable of carrying communications traffic.
“Value-Added Service” means an SES-provided satellite-based telecommunication service which is described as such in an Agreement and/or Order Confirmation , whereby the Service Demarcation Points include the Gateway and the Satellite (and the link in between) and SES has no responsibility for operation or maintenance of the Satellite Terminal(s).

B. Operational Requirements for Value Added Services

1. Earth Station Transmit/Receive Requirements

1.1 Non-Interference and Use Restrictions. Customer shall follow established practices and procedures for frequency coordination and shall not use the Service, or any portion thereof, in a manner which would or could be expected, under standard engineering practice, to harm the Service or interfere with the use of or harm any portion of any Space Segment, the Satellite, or any other in-orbit satellite or transponder on such other satellite. SES reserves the right to require that any programming service or other transmissions be encrypted.
1.2 Systems Data Broadcast Files. When applicable to the Service, SES shall make available to Customer, and update when required, the systems data broadcast files associated with Customer Equipment co-located at the Gateway (if any) and Customer’s Satellite Terminal. Customer is responsible for obtaining such files from SES and uploading them to the relevant Satellite Terminal.
1.3 General Requirements. Customer shall configure, equip, and operate its transmit facilities so that the interface, in outer space, of these facilities with the Satellite conforms to the characteristics and technical parameters of the Satellite. Customer shall complete a registration form for each earth station and submit such completed form(s) to SES for approval prior to accessing to the Satellite. The earth station registration form is made available to Customer at www.ses.com/technical. Customer shall follow SES’s procedures for initiating and terminating any transmissions to the Satellite. Customer shall operate all transmit facilities in a manner that allows for cessation of, and shall cease, transmissions immediately after receiving telephone notice, email, facsimile, or other notice from SES. Customer shall furnish information regarding the technical parameters of its transmissions, on a continuing basis as required by SES, to prepare for, initiate, maintain, and immediately discontinue the use of the Service upon notice by SES. SES has the right, but not the obligation, to inspect any Customer transmit facilities, together with associated facilities and equipment used by Customer, or by a third-party under the authority of Customer, to transmit to the Satellite. SES shall use reasonable efforts to schedule inspections to minimize the disruption of the operation of such facilities, and Customer shall make such facilities available for inspection at all reasonable times. Customer shall, upon SES’s request, provide technical data (e.g., measurements performed on an antenna) sufficient to prove that any transmit facility meets or exceeds the required sidelobe envelope.
1.4 Uplink Restrictions. Except as may be expressly permitted by SES during a coordinated test period, no earth station operator shall transmit an unmodulated carrier to any Satellite. The operation of each earth station will adhere to a transmission plan submitted by Customer and approved by SES. Under no circumstances will the earth station transmit an RF carrier to the Satellite on a frequency not authorized by SES, whether or not that frequency is in use by other earth stations.
1.5 Earth Station Performance, Customer Signals and Facilities. Customer, its uplink signals and the uplink and/or multiplex facilities having access to the Satellite are required to comply with the specifications and parameters set out in the applicable SES Access Document and, as applicable, the SES Service Information Update System (SIUS). The SES Access Document and the SIUS are available to Customer by online registration at www.ses.com/technical, each as may be modified by SES from time to time. Customer is responsible for reviewing changes to the SES Access Document and the SIUS on a regular basis. SES may instruct Customer to change the earth station uplink EIRP to account for changes in the Space Segment performance, utilization of redundant units, or utilization of a different transponder.
1.6 Earth Station Providers. Customer may contract with third-party earth station providers to transmit Customer Transmissions to, or receive its signals from, the Satellite, provided that Customer requires such third-parties to comply with these Operational Requirements regarding transmissions to, or reception from, the Satellite and makes SES an intended third-party beneficiary entitled to enforce such agreement. If Customer retains such third-parties, then the acts and omissions of those third-parties in connection with the transmission or reception of Customer’s signals will be deemed to be the acts and omissions both of such third-parties and of Customer.
1.7 Notices regarding Technical Matters. For the purpose of receiving notices from SES regarding preemption, interference, or other technical matters, including Satellite failure, restoration, and denial of access, Customer shall maintain for each earth station transmitting signals to the Satellite System (or, in the event any transmitting earth station is operated remotely, at the remote control site) a telephone that is staffed at all times during which Customer is transmitting signals to the Satellite and a device capable of receiving messages from SES via email and monitored by Customer at all times. THOSE PERSONS STAFFING THE EARTH STATION (OR REMOTE CONTROL SITE), FOR THE PURPOSE OF RECEIVING SUCH MESSAGES, MUST HAVE THE TECHNICAL CAPABILITY AND ABSOLUTE AUTHORITY TO IMMEDIATELY TERMINATE OR MODIFY THE TRANSMISSIONS IF NOTIFIED BY SES. All such notices will be effective upon placement of a telephone call or transmission of an email from SES to Customer.

2. Communication System Performance Characteristics – Expected Performance

2.1 Cross Polarization. Cross polarization isolation exists between co-frequency Space Segment. SES reserves the right to instruct Customer to modify its transmission plans to minimize the level of co-channel interference. 

2.2 Adjacent Satellite Interference (“ASI”). Space Segment is allocated by SES, taking into account any applicable coordination limits with respect to the Satellite.  Space Segment input attenuation or other parameters may be modified by SES, in consultation with Customer and other customers utilizing the Space Segment, to help minimize any harmful effects of ASI.  Customer shall modify its transmission plans upon and in accordance with instruction from SES to minimize interference between adjacent satellites and to ensure compliance with coordination agreements.

2.3 Nominal Space Segment Assignment. SES reserves the right to assign and reassign Space Segment using specific uplink and downlink beam pairs, or Space Segment using beams with comparable performance, to minimize mutual co-channel interference, ensure compliance with coordination agreements, ensure compliance with changes to Applicable Laws, or permit efficient loading of the Satellite System.

2.4 Performance at Particular Locations. In the event of a bona fide dispute regarding whether the Service Specifications or other agreed performance requirements are being met, SES may take measurements from one of its monitoring stations or at other convenient locations and extrapolate data for the particular locale. 

3. Technical Characteristics of the Satellite System

3.1 Performance Data. Upon request, SES shall provide performance data for the allocated capacity.  The contours are provided for planning purposes only and do not represent a warranty of performance. 

3.2 G/T and EIRP. SES will operate the Satellite System such that G/T and EIRP will maintain performance and stability in order to enable link performance to meet the Service Specifications.

3.3 Transponder Multi-Carrier Operation. While subject to final approval by SES based on the specific Transponder configuration, in general multi-carrier operations (two or more) are conducted with a composite output and input back-off.  For fractional Transponders, additional power constraints may be imposed to reduce the generation of intermodulation or other spurious signals.

3.4 Input Attenuators. The gain of the Space Segment may be adjusted by SES to meet Satellite and ground operational requirements. The gain setting will be specified by SES to meet the Service Specifications, while taking into consideration current and future uplink coordination and co-channel interference restrictions.

C. Operational Requirements for Managed Services

There are no additional Operational Requirements that apply only to a Managed Service other than those specified in Section E. below.

D. Operational Requirements for All Types of Services

1. Customer Equipment. All Customer Equipment, as well as the location where the equipment is placed, must be approved in writing by SES. Customer is responsible for the provision, installation, operation, and maintenance of the Customer Equipment, unless otherwise stated in an Agreement and/or Order Confirmation . SES reserves the right to request performance, status, and configuration information of the Customer Equipment for performance verification and monitoring purposes.
2. Customer Cooperation. If the Service fails to meet the Service Specifications, then Customer shall use all reasonable efforts to cooperate with and aid SES in curing such failure, which may include modifying Customer Equipment so that there is no net loss in performance, provided that all such reasonable efforts can be done at no expense to Customer (unless reimbursed by SES). If Customer fails to use the reasonable efforts required in the prior sentence, then any failure by SES to meet the Service Specifications (or other performance requirements) that is caused by such Customer failure will be excused (and will not result in any termination rights of Customer). These obligations of Customer include: (i) at the request of SES, if there is a problem that can be compensated for by increasing the power of its transmissions to the Satellite System, without affecting Customer’s use of the Service, then Customer shall do so to the extent it can with existing equipment; and (ii) permitting SES to upgrade the Customer Equipment at SES’s sole discretion, cost and expense.
3. Without derogating from Section 1 of the Policy regarding change of frequency and satellite, in the event of a full-time lease of satellite use for Sports and Events Services the following in Section 4 shall apply:
4. Transition of Service. SES reserves the right to transition the Service to: (a) a Replacement Satellite or Satellite System; (b) an Alternative Satellite or Satellite System; (c) the Satellite at another orbital location; or (d) Collocated Space Segment, provided that (1) the Service as transitioned will continue to provide geographic coverage and power sufficient to support the Service as existing prior to transition, (2) SES provides Customer with not less than thirty (30) Days’ advance notice of a planned transition of the Service, to the extent reasonably foreseeable, and (3) in the case of a planned transition to an Alternative Satellite or Satellite System, SES provides a reasonable period (not to exceed thirty (30) Days) during which the Service will be available on the Satellite and the Alternative Satellite (unless the Satellite is not available as a result of Satellite or Satellite System health issues). Customer shall transition the Service in accordance with a transition plan to be provided to Customer by SES and shall follow SES’s instructions with respect to the implementation of such transition plan. The above notwithstanding, for Sports and Events Services SES reserves the right to substitute frequencies and/or satellite with substantially equivalent capacity serving Customer’s required coverage area with a minimum notice period of seven days prior to commencement of Service.
“Alternative Satellite” means a satellite in an orbital location other than the Orbital Location.
“Collocated Space Segment” means Space Segment or a Transponder on any Satellite at the same Orbital Location.
“Orbital Location” means the orbital location of a Satellite indicated in an Agreement or Order Confirmation .
“Replacement Satellite” means a satellite which SES places in the Orbital Location (or, to the extent SES receives authorization to do so, any orbital location within five degrees of such Orbital Location) as the Satellite used to provide the Service.
5. Carrier Frequency Assignments. The assigned center frequency of each carrier is determined by SES in consultation with Customer. Customer shall ensure that all transmit and receive earth stations are capable of operation across the entire satellite frequency band and in the specified polarization. From time to time, it may be necessary to change carrier frequency assignments (a) to meet changes in Customer’s requirements, (b) to avoid interference with carriers in adjacent or co-frequency transponders on the Satellite System or on another satellite, or (c) to enable efficient capacity utilization and Space Segment or Transponder loading. Customer shall maintain the capability at all times (remotely or otherwise) to promptly comply with instructions from SES to change a carrier frequency assignment. Any such change to the assignment of the carrier frequency will not adversely affect the Service Specifications.
6. Satellite Health Considerations. As the Satellite ages and to protect the overall health and performance of the Satellite System, it may be necessary to cease operating (or interrupt operation of) a portion of the Space Segment or one or more Transponders (e.g., due to an overall power constraint on the Satellite). If the Service will be affected (e.g., interrupted, relocated, or terminated), and such action reasonably can be anticipated, then SES shall give Customer 30 Days’ notice, or such lesser period of notice as is practical under the circumstances.
7. SES Preemptive Rights. Customer recognizes that it may be necessary in unusual technical situations, end-of-satellite life or other conditions, for SES to take any of the following actions (in SES’s sole discretion) to protect the overall health and performance of the Satellite System, to permit efficient capacity utilization and loading of the Satellite System, or in the event the Service is not meeting the Service Specifications: temporarily interrupt Customer’s use of the Service, conduct in-orbit Satellite servicing, reassign Customer’s Service to alternate Space Segment, or take any other action that may be appropriate to attempt to restore Service; or deliberately terminate the Service. Customer shall immediately cease transmissions to the affected Space Segment or Transponder on the Satellite at such time as SES informs Customer that the Service is terminated or interrupted pursuant to this clause.
8. Testing in the Event of Degraded Service. If the Service is not meeting the Service Specifications or other agreed performance requirements, but Customer elects to continue to use the Service, as degraded, then SES may interrupt Customer’s use as necessary to perform testing or take any other action that may be appropriate to attempt to restore the Service to the Service Specifications or agreed other performance requirements.
9. Service Interruptions. SES shall make commercially reasonable efforts to minimize the duration of any Service Interruption. Except in emergency situations and during Service Outages, SES shall inform as soon as reasonably practicable under the circumstances of a planned Service Interruption that is expected to cause significant and prolonged interruption of the Service. To the extent practicable, SES shall make commercially reasonable efforts to consult with Customer regarding the timing of such activities and schedule them at a mutually agreeable time.
10. Customer shall not engage in any course of action which (a) compromises the performance, security, or integrity of servers or other computers or any other devices or software connected directly or indirectly to the Network Facilities or (b) causes any material increase in transmission levels with respect to the Service which result in a degradation or denial of service to SES or other third-parties.

End of Appendix B

APPENDIX C - Service Demarcation Points

Demarcation Point A: Where SES’s responsibility and liability begin

Demarcation Point B: Where SES’s responsibility and liability end

For service from Customer uplink to SES provided satellite capacity or from SES provided satellite capacity to Customer downlink – Demarcation Points A and B are 1 cm from the receive and transmit antennas of the Satellite, respectively.
For turnaround service to SES provided satellite capacity – Demarcation Point A is where SES receives or downlinks signal (SES teleport, hand-off to SES at data center, PoP) and Demarcation Point B is 1 cm from the transmit antenna of the satellite.
For turnaround service to Customer provided satellite capacity - Demarcation Point A is where SES receives or downlinks signal (SES teleport, hand-off to SES at data center*, PoP) and Demarcation Point B is the end of the transmission uplink chain.
For turnaround service to a data center or Customer facility – Demarcation Point A is where SES receives or downlinks the signal and Demarcation B is the hand-off to Customer at data center or Customer facility*.
For Internet delivery services, Demarcation Point A is where SES receives the signal and Demarcation Point B is the hand-off to SES ISP.
*Cross-connections at data facilities are the responsibility of Customer unless explicitly agreed otherwise in the S&E Terms.