Version 1 from July 1st, 2020
General Terms of Sale
The Service is contracted for a period of twelve (12) months (‘Initial Period’), unless otherwise stated in the front page of the present Service Order form, subject to the Terms herewith.
The Service contract is deemed tacitly renewed for a rolling twelve (12) month period from the end of the Initial Period upon settlement of monthly fees by the Customer. GDMS will provide Services in the form of time-limited and volume-limited Service Plans. The Customer undertakes to inform GDMS in writing of any circumstances and billing address.
- Service payments – Monthly Services
Customers are required to provide advance payments for all monthly services, add-ons, and upgrades contracted to GDMS within ten (10) working days from date of invoicing. Invoices will be sent to Customers on the first working day of each Service month.
If the contracted Service period is about to expire (72 hours prior to expiry) or the Payment due date is reached, GDMS will issue settlement demand notices to Customers. Failure to settle demand notices prior to expiry of the Service period or prior to the payment due date will result in immediate suspension of the Service.
Failure to settle demand notices within 48 hours after reaching the end of the Service period or Payment date will result in immediate termination of the Service. GDMS reserves the right to impose re-activation fees to the Customer for all previously-terminated Services.
- Service payments – Activation Services
Customers are required to provide payments for all activation services contracted to GDMS within ten (10) working days of Service activation and acceptance. All accepted Services must be settled in full by the Customer.
- Early Termination
In the event the Customer would terminate the Contract prior to its term, for whatever reason, by giving thirty (30) days’ notice in writing to GDMS, Customer shall remain liable for payment of all services until the end of the contracted period as specified in the SOF subject to any other written agreement between the parties (to be negotiated in good faith during the thirty (30) days’ notice referred to above). In that respect, final payment of all services shall be made by Customer upon receipt of the last invoice sent by GDMS at the end of the thirty (30) days’ notice.
- Breach of the tasks and obligations, termination of payment
If the network cannot be put into operation due to deficiencies in the installation, GDMS will correct such deficiencies at its own expense. If the network cannot be put into operation at all, GDMS shall credit back to the Customer any payments received.
If GDMS does not fulfill its duties regarding Service & Maintenance, where applicable and as defined in the Service Agreement due to service aspects under GDMS responsibility, and fails to remedy such default following ten (10) working days to remedy plus mutually agreed on extensions, GDMS shall offer Service Credits to the Customer for a period equal to the overall downtime, up to a maximum of ten (10) days per month. If following the remedy period GDMS has not remedied such default, then Customer shall be entitled to terminate this Service Agreement immediately without further payment obligations.
In case the Customer is not willing or able to make any payments based on the respective contract, GDMS has the right to suspend or terminate the Service and Maintenance Agreement for the respective station by providing a two (2) days’ notice to Customer. If Customer fails to remedy within said deadline to pay any due amount, then GDMS shall be entitled to terminate the Service immediately. Work already performed by GDMS must be paid.
- Service usage terms
All Services provided by GDMS shall be subject to the Service usage terms as detailed in the Service-Level Agreement (SLA) and Acceptable Use Policy, if applicable, which must be considered as a core part of the Service.
- Customer Premises Equipment (CPE)
The Customer shall, at its sole expense, procure from GDMS, maintain and be responsible for the Customer Premises Equipment (CPE) required to facilitate access to the Services to enable connection to the GDMS Network. The Customer shall be responsible for ensuring the compatibility of any Customer devices with the GDMS Network and the CPE. In the event that changes are introduced to the GDMS Network and/or the CPE, the Customer shall be responsible for ensuring the continued compatibility of the Customer devices with the GDMS Network and/or the CPE and the Customer shall have no claim whatsoever against GDMS arising therefrom.
The CPE must be configured and run at all times in compliance with the manufacturer’s specifications, including power outlet, power consumption and clearance requirements.
- Grant of Licence
Subject to the License terms and conditions, the Services are licensed, not sold, to Customers by GDMS for use only under the terms of this License. GDMS reserves all rights not expressly granted to Customer by the Licensing regulation. Customers agree that the Terms of Service may be updated from time to time, without prior notice, and any such changes will be effective as soon as posted. In the event of an otherwise irreconcilable conflict between the License and the Terms of Service, the License will govern, solely with regard to the conflicting provisions and solely to the extent of the conflict.
The Customer shall bear all government taxes, levies and other costs imposed by law in relation to the provision of the Service by GDMS.
- Notice and Points of Contact
Any notice, request or other communication to be given or made under this Agreement shall be made in writing and sent by email to [email protected]. The notice will take effect from receipt at the contact addresses above. Delivery may be made by hand, e-mail or fax against written confirmation of receipt, or by registered mail.
- Entire obligations
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior or contemporaneous agreements (whether written or oral) between the Parties.
GDMS reserves the right to assign or otherwise transfer this Agreement or any rights or obligations under this Agreement to any third party without the prior written consent of the other Party.
- Copyright, Patents and other Proprietary rights
GDMS retains all intellectual property and other proprietary rights including, but not limited to, patents, copyrights, and trademarks, with regard to products, processes, inventions, ideas, know-how, or documents and other materials relating to the Services.
- Force Majeure, Other changes in conditions
In the event of and as soon as possible after the occurrence of any cause constituting Force Majeure, GDMS will give notice and full particulars in writing to the Customer, of such occurrence or change, if GDMS is thereby rendered unable, wholly or in part, to perform its obligations and meet its responsibilities under the Terms of Service. In such case, the Customer shall have the right to suspend or terminate the Contract. Force majeure means acts of God, war (whether declared or not), invasion, revolution, insurrection, or other acts of a similar nature or force.
- Disclaimer and Limitation of Liability
GDMS gives no warranty with respect against any intrusions or misuse of the Services, and shall not be liable to the Customer for any claim or liability whatsoever (including loss of data, profits, loss of savings or incidental or consequential damages) arising out of the Customer’s use of or inability to use the pertinent GDMS Services, even if GDMS had been advised of the possibility of such damages, or for any claim by any other person. In the event of any service interruption GDMS shall not be liable for any and all damages that may be suffered by the Customer for the service interruption.
Customer shall hold GDMS it directors, officers and employees free and harmless from and shall indemnify them for any liability arising from any and all suits, actions, and/or claims made by any person, natural or juridical against the Customer or GDMS arising from the Customer’s use of the Service.
- Observance of the Law
GDMS and Customer must comply with all laws, ordinances, rules, and regulations bearing upon the performance of its Service obligations. Subject to existing provisions of law, any violation shall give GDMS the right immediately disconnect the Service without incurring damages such connection. This shall not relieve the subscriber from any monetary obligations accruing prior to the disconnection or from any liability to GDMS as consequence of such violation.