Standard terms and conditions of sale and service
1.1 “Seller” means the following entitties:
Elcome International LLC
Dubai Investments Park 598-1121,
DIP Phase 1, PO Box 1788, Dubai,
United Arab Emirates
O: +971 4 812 1333
F: +971 4 812 1300
Office No. 32, DY-14,
Al Jadaf, Dubai,
United Arab Emirates
O: +971 4 324 3131
F: +971 4 812 1300
Sector M40, Plot 95,
Mussafah Industrial Area,
PO Box 53460, Abu Dhabi,
United Arab Emirates
O: +971 2 551 1136
F: +971 2 551 3055
PO Box 4298, Fujairah,
United Arab Emirates
O: +971 9 223 9744
F: +971 4 812 1300
Elcome International WLL
#44, Al Bader Building 346,
PO Box 55114, Area 317,
Road 1705, Manama,
O: +973 1753 2610
F: +973 1753 0304
Elcome Marine LLC
Office No. 9, 5th Floor, Building No. 68,
Jawhar Al-Qaed Street, Port Tawfik, Suez,
O: +20 62 3197959
F: +20 62 3198357
Elcome Marine Egypt – Free Zone
Plot No. 4, H Block,
Public Free Zone in Port Tawfik, Suez,
O: +20 62 3197959
F: +20 62 3198357
Elcome Al Kuwait General Trading Co. WLL
Office #1143/21, Mez. Floor,
Building No.23, South Farwaniyah,
Airport Road, Daheej,
PO Box 28005, Safat 13141,
O: +965 2434 5276
F: +965 2434 5191
Elcome International LLC
#11, First Floor,
Moosa AR Hassan Building,
Near Badr Al Sama Ruwi,
PO Box 1127, Muttrah 114,
O: +968 2478 8802
F: +968 2478 8809
Elcome Qatar WLL
#05, Floor 2, Al Ajaab Building,
PO Box 20277, Al Wakra,
O: +974 4498 6001
F: +974 4498 6001
Elcome International Pte Ltd.
18 Boon Lay Way, #05-135 TradeHub 21,
O: +65 6795 0720
Elcome International Sdn. Bhd.
B-GF-03, Block B, Ground Floor, Medini 6,
79250 Iskandar Puteri, Johor,
O: +60 7 706 0455
Elcome Europe S.L.
Office 210, Edificio Centris II,
Calle Arcos 3, 41940 Tomares, Sevilla,
O: +34 919 176532
VAT/NIF/EORI: (ES) B01961523
Elcome Europe S.L.
Oficina 126, 16 Edificio Las Marismas,
Calle Cabotaje, 11379 Los Barrios, Cadiz,
O: +34 919 176532
VAT/NIF/EORI: (ES) B01961523
International Marine Services (Pvt) Ltd.
No. 96, St. Andrew’s Road,
Modara, Colombo 15,
O: +94 11 252 4345 (Main)
O: +94 11 252 4350 (Admin)
F: +94 11 252 2334
Fabio Fiorucci s.r.l.
Via Enrico Mattei, 26/F,
61032 Fano (PU),
O: +39 0721 800797
F: +39 0721 827818
Elcome International Inc.
#3260 – 853 Seaborne Avenue,
Port Coquitlam, BC V3B 0N9,
O: +1 778 744 7946
1.2 “Buyer” means the party contracting with the Seller under the Agreement for the sale and purchase of the Product and/or the provision of Service. It includes the agent, ship manager, and any other authorised person contracting with the Seller and/or issuing purchase order (PO) on behalf of the End User.
1.3 “Product” means the item(s) agreed to be sold by the Seller to the Buyer under the Agreement.
1.4 “Service” means the service(s) agreed to be provided by the Seller to the Buyer under the Agreement.
1.5 “Agreement” means and includes any written agreements, contracts, proforma invoices, order acknowledgements, delivery orders, job sheets and invoices duly issued by the Seller and signed by the Seller and/or the Buyer for the sale and purchase of the Product and the provision of Service. It shall also include any Purchase Order issued by the Buyer provided the same is duly accepted by the Seller in writing.
1.6 “Parties” means Seller and the Buyer and “Party” means either of them.
1.7 “Sanctions and Export Controls” means all laws and regulations relating to economic and trade sanctions and export controls of (without limitation) the UK, US and EU and any other applicable sanctions and export control laws and regulations in the Buyer’s place of establishment or place of business.
2.1 Quotations, price lists or any other communication from the Seller to the Buyer indicating the price of any Product or Service shall not be binding on the Seller unless expressly stated as such in the same or reduced to or incorporated in, an Agreement.
2.2 Any offer, proposal, order, agreement or understanding, either oral or written, as regards the purchase of Products or the provision of Services shall be binding on the Seller only when it is duly reduced to an Agreement.
2.3 Any amendment to the Agreement shall be valid only when it is reduced in writing and signed by the Seller and/or the Buyer.
2.4 The Agreement cannot be terminated without the prior written consent of the Seller. In such an event the Buyer shall be liable to pay damages equivalent to a minimum of 25% of the related invoice value to the Seller, which shall be without prejudice to the Seller’s right to compensation for any expenses or losses incurred in excess of the same.
A. Terms applicable to sale of products
3. Delivery and transport
3.1 Seller shall make every reasonable effort to meet quoted/ acknowledged delivery dates but shall not be liable in any manner for failure to meet such dates.
3.2 The agreed delivery dates and time shall always be approximate and subject to unforeseen circumstances.
3.3 Time shall not be of the essence for the purpose of delivery.
3.4 In the event the Seller is unable to deliver the Products within the agreed or stipulated period, the Seller shall be entitled to make partial deliveries and the delivery period shall be extended accordingly.
3.5 Failure to meet the delivery date shall not entitle the Buyer to terminate the Agreement and/or to demand compensation unless the Buyer can prove intent or gross negligence on the part of the Seller.
3.6 If the Seller cannot reasonably be expected to meet its delivery commitment as a result of force majeure, the Seller shall have the right to suspend the delivery. If such circumstance persists for more than two months then either Party may dissolve the related Agreement, by serving a written notice to the other. Force Majeure shall include, but not be limited to, the following:
a) Operational failure or business interruption, irrespective of nature or cause;
b) Delayed or late delivery by the carrier or manufacturer;
c) Any transportation problem which may hamper or impede the transportation of Products from the manufacturer to the Seller;
d) Import and export restrictions of any nature.
3.7 Unless agreed otherwise, all deliveries shall be Ex Works (Incoterms 2010) Dubai.
3.8 Risk shall pass upon delivery. Seller accepts no liability for any loss or damage caused to the Products subsequent to delivery.
3.9 If the Buyer fails to take delivery on the designated date or within five business days thereafter, the Seller shall be entitled to either:
a) store the Products at the Buyer’s expense and risk against a storage fee of 1.5% per month of the invoice value of such Products, and be entitled to invoice the Buyer for the Products and the storage fee; or
b) Terminate the Agreement without any judicial intervention, and without prejudice to Seller’s right to compensation for any expense or loss incurred.
3.10 In no event shall Seller have any liability in connection with transportation or shipment, of the Products.
3.11 Products where delivered, are strictly not returnable. In exceptional cases, as determined by Seller at its sole discretion, Seller may agree to accept the return of any Product and a cancellation of the corresponding order or part of it. In such cases Seller reserves the right to claim from the Buyer the costs incurred by Seller to bring the Products to a saleable condition and a re-stocking or cancellation fee equivalent to 25% of the related invoice.
4.1 Notwithstanding delivery and subject to the passing of risk in the Products to the Buyer pursuant to Clause 3.8, title to the Products shall remain with Seller until all prices due in respect of the Products have been paid in full and realised by Seller.
4.2 Until such time as the title to the Products passes to the Buyer, the Buyer’s possession of the Products shall be deemed to be on behalf of the Seller as its agent. During such period the Buyer shall store the Products in a secure and proper environment with adequate insurance cover and capable of being distinctly identified. The Buyer may resell or use the Products in the ordinary course of its business, but shall account to Seller the proceeds of such sale, usage or otherwise, whether tangible or intangible, including insurance proceeds, and shall retain all such proceeds secure and separate from any moneys or property of the Buyer and of third parties until the title to the Products passes to the Buyer.
4.3 Until such time as the title to the Products passes to the Buyer (and provided the Products are still in existence and have not been resold), Seller shall be entitled at any time to require the Buyer to deliver the Products to Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Products are stored and repossess the shall not be liable to reimburse to the Buyer the costs/expenses incurred by him on such Products, including shipping, taxes, duties, etc.
4.4 The Buyer’s right to sell or use the Products as referred to in Clause 4.2 above shall immediately cease if any security held by any third party is enforced over all or any part of the Buyer’s assets or if it is adjudicated bankrupt or enters into liquidation whether compulsory or voluntary, or if it makes an arrangement with its creditors, or generally becomes unable to pay its debts. On cessation of the Buyer’s right to sell or use the Products, the Buyer’s possession of the Products shall be deemed to be on behalf of the Seller as its agent. Until such time as Seller exercises its right under Clause 4.3 above, the Buyer shall store the Products in a secure and proper environment with adequate insurance cover and capable of being distinctly identified.
4.5 Until such time as the title to the Products passes to the Buyer, the Buyer shall not be entitled to pledge or in any way charge by way of security any of the Products. Any breach of this covenant shall (without prejudice to any other right or remedy available to Seller) result in all Invoices of the Seller to the Buyer becoming due and payable forthwith.
5. Representations, warranty claims, and liability
5.1 Seller warrants that it has good title to and/or valid license to supply the Products to the Buyer.
5.2 Specifications of the Product are subject to change by the manufacturer. Unless otherwise agreed, the Products are supplied in accordance with the manufacturer’s standard specifications. As these may be improved, or modified, Seller reserves the right to increase its quoted or listed price, and under no circumstances will it consider cancellation of such orders or the return of the Products related to such orders.
5.3 In the event the manufacturer notifies the Seller that the Product, which is the subject of an Agreement, has been discontinued, Seller shall not be held responsible for any loss or damage caused to the Buyer.
5.4 Seller will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the Products from the manufacturer’s specifications or technical data.
5.5 Immediately after delivery, the Buyer shall inspect the Products for any defects. Any such defects must be notified to the Seller, in writing, within ten days from the date of delivery. On expiry of such period, the Buyer shall be deemed to have, irrevocably and unconditionally, accepted the Products. In any event such notice shall be given before the Products are resold. No claim for defects will be tenable if the Products are resold. Subsequent to giving such notice, the Buyer shall provide the Seller reasonable opportunity to test the Products. Notifying the Seller shall not suspend the Buyer’s payment obligation in respect of the Products in dispute.
5.6 If any part of the Product should prove defective in materials or workmanship under normal operation, such part or the Product will be repaired or replaced strictly in accordance with the warranty cover and its terms as provided by the manufacturer of such part or Products provided that no attempt has been made to repair the same or no modification of the Product has taken place. Seller reserves the right to charge the Buyer for any Service provided under this Clause if the same relates to a defect not covered by the related warranties.
5.7 Seller disclaims and excludes all other warranties, whether express or implied, including but not limited to the warranties of description, design, merchantability and fitness for a particular purpose, or arising from any previous course of dealing, custom or trade practice.
5.8 Without prejudice to the foregoing, no standard or specification as to the suitability of the Product for any purpose shall give rise to any legal liability of the Seller. The Buyer shall satisfy itself that the Product is suitable for the purpose of its intended use before the Products are installed and used.
5.9 In case of any loss incurred by the Buyer arising out of, or related to, the use of the Products then neither the Seller nor its employees shall be held liable.
5.10 The Seller shall not be held liable for any indirect, special, incidental, or consequential loss or punitive damages, of any manner whatsoever.
5.11 Except for standard warranties and any individual written warranties supplied with the Products, the Seller does not accept and will not be liable for any warranties whether oral, express or implied.
5.12 Any warranty given by the Seller shall deem to be invalid if:
a) And as long as the Buyer is in default vis-à-vis the Seller
b) The Products have been exposed to abnormal conditions or have been handled incompetently or carelessly
c) The Seller has not been given an opportunity to investigate a defect within ten working days of its discovery.
5.13 In all the cases, the Seller’s liability with respect to the Products shall be limited only up to the extent of the liability of the manufacturer of such Products. Seller’s liability with respect to the Products shall not be independent of the liability of manufacturer irrespective of whether such manufacturer continues to do business or is liquidated or under liquidation.
5.14 In any event the total liability of Seller, on any claim, whether in contract, tort (including negligence) or otherwise, arising out of, connected with, or resulting from the performance or non-performance of any Agreement or from the sale, delivery, resale, repair, or replacement of Products shall not exceed the proportionate price of the Products, which gives rise to the claim, according to its related invoice.
6. Price and payment
6.1 Prices as quoted in the catalogues, price lists and other advertising literature or material used by the Seller are intended only as an indication as to price and the range of Products and are subject to change at any time, at the sole discretion of the Seller.
6.2 Invoices will be issued by Seller on the date of delivery of the Products. In the event of any discrepancy Buyer shall bring it to the notice of Seller within seven (7) working days from the date of receipt of the invoice.
6.3 Invoices shall ordinarily be denominated in U.A.E. Dirhams (AED). Where an invoice is denominated in any currency other than AED, the Buyer shall settle the invoice in such currency.
6.4 All the prices quoted by the Seller, are exclusive of all applicable sales or Value Added Tax (VAT), government charges or duties, unless specifically agreed to otherwise in writing. The Seller shall add Value Added Tax (VAT) if appropriate and shall issue a valid tax invoice against payments, if required by the applicable law. The Buyer shall indemnify the Seller against any loss or penalties under the applicable tax laws.
6.5 The Seller at its sole discretion shall decide the manner, sequence and mode of payment.
6.6 Unless agreed otherwise in writing, all invoices shall be settled in full, without any deductions or withholding, and within thirty days from the date of delivery.
6.7 All charges related to transfer of funds, including but not limited to wire transfer, letter of credit, and confirmation charges, will be borne by the Buyer, unless otherwise agreed in writing.
6.8 The Buyer shall not be entitled to any kind of discount or set-off unless it is expressly agreed by the Seller. Any kind of claim by Buyer, as it may have on the Seller, to set-off is explicitly excluded.
6.9 In case the Buyer fails to make the complete payment within thirty days (unless specifically agreed otherwise in writing) from the date of delivery, then the Buyer shall be liable, without any reminder or service of notice in default, to pay interest at the rate of 1.5% per month on the outstanding amount from the date of such default till payment in full.
7.1 If the Buyer fails to meet any of its obligations in any form whatsoever with the Seller, then the Seller shall have right either to suspend the delivery of Products or to dissolve the Agreement by serving a notice in writing to the Buyer and demand the payment of all outstanding sums forthwith. In such circumstance, the Buyer shall not be entitled to any kind of compensation for any kind of loss sustained by it.
7.2 The Seller shall be entitled, without prejudice to its other rights and remedies, either to terminate, wholly or in part, any or every Agreement between itself and the Buyer or to suspend any further deliveries under any or every Agreement in any of the following events:
a) If any invoice is due and payable by the Buyer to the Seller but is unpaid.
b) If the Buyer has failed to provide any letter of credit, bill of exchange or any other security as required by the Agreement provided that in such an event the Seller’s right of termination or suspension under this condition shall apply only in regard to the particular Agreement in respect of which the Buyer shall have so failed.
c) If the Buyer has failed to take delivery of the Products under any Agreement.
d) If the Buyer becomes insolvent or enters into any composition or arrangement (including a voluntary arrangement) with its creditors, or being a body corporate, has passed a resolution for voluntary winding up or for a receiver (including an administrative receiver) or administrator to be appointed or if any such order or appointment is made or it suspends payment of its debts, in whole or in part, or if any application has been made for an interim order or a petition has been presented for a bankruptcy order or if any such order is made or if the Buyer, whether or not a body corporate shall carry out or be subject to any analogous act or proceedings under any law.
7.3 The Seller shall be entitled to exercise its rights of termination or suspension under this Clause at any time during which the event giving rise to such rights is continuing and has not been remedied and, in the event of a suspension, the Seller shall be entitled, as a condition of resuming delivery under any Agreement between it and the Buyer, to require prepayment or such security as it may require for the payment of the price of further Products.
7.4 Termination of the Agreement for any reason whatsoever shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party.
B. Terms applicable to service providers
8. Price and payment
8.1 All Agreements of Service shall be executed and charged at the applicable hourly rates commencing two hours before the actual time of departure from base of the Service personnel till his/their return to base and for the entire duration required to provide the Service.
8.2 Traveling, accommodation, boarding, and any other related expenses of or incurred by Service personnel and related to the Service shall be chargeable including applicable overheads.
8.3 Extra charges would be applicable for Service provided beyond the normal business hours.
8.4 Components, parts, equipment, and materials used during or for the Service shall be charged separately.
8.5 Unless agreed otherwise in writing by the Seller, terms of payment shall be partly in advance and the balance, without any deductions or withholding, within fifteen (15) days of receiving the final invoice after completion of the job. Final invoice will be issued by Seller after completion of the Service. In the event of any discrepancy Buyer shall bring it to the notice of Seller within seven (7) working days from the date of receipt of the invoice. In case the balance payment in full is not made on the scheduled date, Buyer shall be liable, without any reminder or service of notice, to pay interest at the rate of 1.5% per month on the outstanding amount from the date of such default till payment in full.
8.6 Charges for the Service shall be due and payable on attendance of job irrespective of whether the complaint/problem has been resolved, provided the inability to do so is due to circumstances beyond the reasonable control of the Seller.
9. Terms of service, warranty, termination
9.1 Seller reserves the right to determine the number of persons required to perform the Service.
9.2 Buyer shall inspect the Product/equipment on which the Service has been provided promptly upon completion of Service and shall notify any defects promptly in writing within seven days from completion of the Service.
9.3 Seller warrants that the Services shall be performed with reasonable skill and care and in a good and workmanlike manner.
9.4 Warranty for any defect arising out of the Service that has been paid for shall be restricted to rectifying the defect at no additional cost to the Buyer. Seller reserves the right to charge the Buyer for any Service provided under this Clause if the same is not covered by the related warranties.
9.5 Warranty does not apply to normal wear and tear nor to issues related to software and is subject to proper and diligent handling and usage of the Product/equipment by the Buyer.
9.6 In case of termination of the Service Agreement by the Buyer before its completion, for reasons other than the failure of the Seller to provide the Service as agreed, the Seller shall be entitled to claim the full charges related to the Service.
9.7 Except for standard warranties applicable to Services, the Seller does not accept and will not be liable for any warranties whether oral, express or implied.
C. Terms applicable to electronic services
10. Warranty policy
10.1 Standard repaired and reconditioned Products are warranted to be free from defect in workmanship and materials used for repair under normal conditions for a period of twelve (12) months from the date of shipments, unless otherwise stated.
10.2 The warranty is void if the reported failure or defect of the Product has resulted from accident, abuse, cannibalisation of parts, catastrophic failure conditions, severe environmental exposure, misapplication, negligence, contamination, improper calibration, storage, or handling by the Buyer, or due to unauthorised maintenance or repair or removal or alteration or tampering of the warranty label in any manner.
11. Limited liability
11.1 If any part of the Product should prove defective in materials or workmanship under normal operation, such part or the Product will be repaired or replaced strictly in accordance with the warranty cover and its terms as provided by the manufacturer of such part or Products provided that no attempt has been made to repair the same or no modification of the Product has taken place. Seller reserves the right to charge the Buyer for any Service provided under this Clause if the same relates to a defect not covered by the related warranties.
11.2 In no event shall the Seller be liable for any indirect, special, incidental, or consequential loss or punitive damages, of any manner whatsoever.
D. Terms of sales through website (E-commerce)
12.1 These terms of sale through website (Terms of Sale) set out the terms and conditions on which the Products are supplied to you as a Buyer (you or yours) on https://elcome.com/shop/ or on our mobile application (Site). The owner and operator of the Site is the Seller (we, our or us).
12.2 By placing an order on the Site, you are agreeing to be bound by these Terms of Sale with immediate effect.
13. Order Acceptance
13.1 Supplier: Each product in your order is sold either by us or by the local or international seller that is specified on the Site.
13.2 Order Acceptance: Our acceptance of your order will take place when we notify you of our acceptance in writing (e.g. by email or mobile messaging). If we are unable to accept your order, we will inform you of this in writing or through a call and will not charge you for the product.
13.3 Payment: By placing an order, you authorise us or our third-party payment processer to process your credit/debit card details for the amount of your order.
We accept payment by:
a. credit/debit card;
b. cash on delivery (an amount not exceeding AED 1,000); or
c. cash on pick up from our offices in Dubai (refer 14.3.5) and Abu Dhabi (refer 14.3.6)
13.4 In order to authorise credit/debit card payments, we may be required to create an account for you with our third-party payment processors, including accepting their standard terms and conditions and submitting your details to them on your behalf. You hereby authorise us to do so and we shall not be liable to you for any damage or loss you may incur as a result.
13.5 We may remove or add cards or other payment methods that we accept at any time without prior notice to you.
13.6 Cancelling Order: You may cancel your order immediately prior to shipping for any reason.
13.7 Our Cancellation: We may cancel your order(s) if:
a. you do not make any payment to us when it is due;
b. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products; or
c. you do not, within a reasonable time, allow us to deliver the products to you or collect them from us; or
d. you attempt to bulk or multi-order purchase in accordance with clause 13.8, below.
13.8 Bulk/Multiple Purchasing: We reserve the right to reject any orders, at our sole discretion, where we detect bulk purchasing or multiple units of similar products being purchased.
14. Delivery of your order
14.1 Delivery mode and geographical area of distribution:
Geographical area of distribution for the products ordered through our e-commerce Site is effective and applicable only within the emirates of UAE. We have our own distribution system operative in Dubai, Sharjah, Abu Dhabi and Fujairah with regular trips made to marinas, ports and yards. We also have courier partners for deliveries to Dubai, Sharjah, Abu Dhabi and other emirates in UAE. We may be using our own distribution system or third-party courier services for deliveries and the selection of delivery method depends on a combination of your location, product size, quantity, availability and delivery time.
14.2 Delivery Costs: The costs of delivery will be additional.
14.3.2 All orders received on working days (Monday to Friday):
Order processing may vary from 8 hours to 24 hours depending on the time order received, type of product and quantity ordered, and packaging required.
14.3.3 All orders received on Saturday, Sunday and public holidays:
Order processing may vary from 24 hours to 48 hours.
14.3.4 Time expected for delivery of products after order is processed:
Within Dubai: 24 hours
All other Emirates: 24 to 48 hours
14.3.5 Pick up by the customer from our office at Dubai Investments Park, Phase I, Plot 598-1121, PO Box 1788, Dubai, UAE:
188.8.131.52 Same Day:
Customer can pick up the products from our office between 9:00 AM and 17:30 PM during Monday to Friday.
If customer prefers to pick up the ordered items from our office, the cut-off time to receive the order is 14:00 PM (UAE Time) during working days (Monday to Friday).
184.108.40.206 Next Working Day:
Orders received after 14:00 PM (UAE Time) during working days (Monday to Friday), the customer can pick up the ordered items from our office next working day between 9:00 AM and 17:30 PM.
220.127.116.11 Pick up on Saturday:
Orders received on Friday before 14:00 PM, customer can pick up the ordered products from our office on Saturday between 9:00 am and 12:00 PM.
14.3.6 Pick up by the customer from our office at Sector M40, Plot 95, Mussafah Industrial Area, PO Box 53460, Abu Dhabi, UAE:
Orders received after 14:00 PM (UAE Time) during working days (Monday to Friday), customer can pick up the ordered items from our office next working day between 9:00 AM and 17:30 PM.
14.4 Delivery Delays:
a. if our supply of the product is delayed by an event outside of our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay;
b. if no one is available at your address to take delivery and the products cannot be posted through your letterbox, we will notify you of how to rearrange delivery or collect the product;
c. if you do not collect the product from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot, we will contact you for further instructions. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection, we will cancel your order.
14.5 ID Requirement Upon Delivery:
We may, at our sole discretion, make any inquiry we deem necessary to verify your identity and/or ownership of your financial instruments by requesting that you provide us with further information or documentation, including, but not limited to requesting a form of identification and/or credit card. If we are unable to verify or authenticate any information you provide, we have the right to refuse delivery and cancel the order.
14.6 Delivery from Overseas:
Note that you might be considered the importer of record in the event that your order requires delivery from overseas. In such instance, you are required to ensure that your ordered products can be lawfully imported, comply with all laws and regulations and to pay all fees and customs duties relevant to your purchase.
14.7 Title to Products:
A product will be considered owned by you and your responsibility from the time we deliver the product to the delivery address and you have paid for the product.
We will issue an electronic invoice for your purchase and send such invoice to the email address you provided to us.
15.1 The table below sets out our return policy with respect to certain product categories:
WHEN YOU MAY RETURN THE PRODUCT
CONDITIONS TO RETURN
You have received a wrong product;
1. You must return the product within fourteen (14) days of receipt of shipment.
2. Product is unused, in original unbroken packaging and includes all tags.
You have received a product that is not as described on the Site
You have received a damaged product
You have changed your mind
1. You must return the product within fourteen (14) days of receipt of shipment.
2. If the product(s) still has the original tags
3. Only unbroken original packages including all accessories
4. Subject to deduction of fifteen (15) percent restocking fees
5. The product is not listed in non-returnable products list in clause 15.2
15.2 Non-returnable Products. You do not have a right to return, replace or exchange products in respect of:
a. products that are classified as hazardous materials or use flammable liquids or gases;
b. products that have been used or damaged by you or are not in the same condition as you received them;
c. any consumable product which has been used or installed;
d. products with tampered or missing serial numbers;
e. custom-configured products and systems; or
f. products that fall under specific categories, including Nautical Charts in paper and digital format, digital publications, digital tokens including digital keys and unlocking keys, access to specific products on the web.
15.3 Contacting Us (arrange a Return): You may contact us through email (firstname.lastname@example.org) or by calling our office on +97148121333.
15.4 Your Refund:
a. For delivered products, we will refund to you the product amount (excluding the amount paid for the original shipping fees) in full plus the cost of return:
i. if the products are faulty or not as described on our Site; or
ii. if you reason for return is due to an error on our side, such as an error in pricing or description, a delay in delivery etc.
In all other circumstances, we will refund the product amount (excluding the amount paid for the original shipping fees) and you may pay the costs of return shipping.
For products not delivered, you will receive a full refund if you cancel the order under clause 13.6;
15.5 Refund Procedure: We will issue a refund to you depending on the method you used for payment, as follows:
a. if customer paid by cash on delivery, we will refund by cash; or
b. if customer paid by credit/debit card, we will refund to the same credit/debit card used for the transaction.
15.6 Refund Timescale: Refund will be initiated once product is received back from the customer in our office at Dubai Investments Park, Phase I, Plot 598-1121, PO Box 1788, Dubai, UAE; OR Sector M40, Plot 95, Mussafah Industrial Area, PO Box 53460, Abu Dhabi, UAE; and inspected by our team, and the final refund will be effected to the customer as follows:
a. refund towards credit/debit card will be processed within 15 days after receipt of goods in our office at Dubai Investments Park, Phase I, Plot 598-1121, PO Box 1788, Dubai, UAE; OR Sector M40, Plot 95, Mussafah Industrial Area, PO Box 53460, Abu Dhabi, UAE;
b. cash refunds will be processed after receipt of goods in our office at Dubai Investments Park, Phase I, Plot 598-1121, PO Box 1788, Dubai, UAE; OR Sector M40, Plot 95, Mussafah Industrial Area, PO Box 53460, Abu Dhabi, UAE; and inspected by our team; refund will be confirmed within 7 days post the shipment is collected; refund can be collected in cash from our office in Dubai Investments Park, Phase I, Plot 598-1121, PO Box 1788, Dubai, UAE; OR Sector M40, Plot 95, Mussafah Industrial Area, PO Box 53460, Abu Dhabi, UAE; or the customer can choose to have the refund by Bank transfer with bank charges on customer account.
c. if customer has cancelled the order before shipping, refund will be applicable as per the terms mentioned above in 15.5.
Refunds are subject to timelines from your bank. We will not be responsible for any delays once the refund has been released from us to the bank.
16. Reward Points:
16.1 Cash back will be given in the form of reward points, which can be redeemed by the customer against future purchases. Reward Points eligible only for online purchases and will not be applicable for Standard Sales and Service.
16.2 Statement of Reward Points can be checked under your profile by logging into the account on our website.
16.3 One (1) reward point for each eligible transaction of AED one (1) will get posted to your online customer account. Example: If you purchase AED ten thousand (10,000) worth products online, you are entitled for ten thousand (10,000) reward points.
16.4 The accumulated reward points may be redeemed against future online purchases.
16.5 The redemption against the statement balance will be at the rate of ten thousand (10,000) reward points = AED one hundred (100). Example: If you have ten thousand (10,000) points on your online customer account, you will be eligible for redeeming it against future online purchases at a value of AED one hundred (100).
16.6 The minimum reward points required for redemption against the statement balance is ten thousand (10,000) reward points, redeemable in multiples of AED five hundred (500) only.
16.7 Unredeemed reward points will expire/lapse within one (3) years of accumulation.
16.8 Reward Points can only be used for online purchases of products. Reward Points cannot be used against Services or Repairs. Reward Points cannot be encashed.
17.1 Warranty Claim: You may contact us through email (email@example.com), or using contact form on the Site, or by calling our office on +971 4 8121333.
18. Warranties, Representations & Undertakings
18.1 You warrant, represent and undertake that:
a. you shall fully comply and will at all times continue to fully comply with all applicable laws, statutes and regulations, including, without limitation, all privacy laws and content regulation;
b. you have full power and authority to enter into these Terms of Sale, and make payment in accordance with these Terms of Sale; and
c. if you purchase a product on behalf of a business entity, you represent that you are authorised to act on behalf of such business and bind the business to these Terms of Sale.
18.2 Subject to clause 18.1, our services are provided to you on an “as is” basis without representations, warranties or conditions of any kind. We disclaim all warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that our services are secure or error free or will operate without interruption or will be provided in a timely or proper manner or at all.
18.3 The warranty in clause 16 will be your sole and exclusive remedy under these Terms of Sale.
19.1 Nothing in these Terms of Sale shall limit or exclude a party’s liability:
a. for fraud, including fraudulent misrepresentation, perpetrated by that party;
b. for death or personal injury caused by the negligence of that party; or
c. for any other liability that cannot be limited or excluded under applicable law.
19.2 Subject to clause 19.1, in no event will we, our parent company, subsidiaries and affiliates, and our and their directors, officers, agents, employees, suppliers, subcontractors or licensors be liable, whether based on an action or claim in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in relation to these Terms of Sale for loss of profits, loss of data or information, business interruption or other pecuniary loss or for any special, indirect, incidental or consequential damages, even if we, our affiliates, directors, officers, agents, employees, licensors, subcontractors or suppliers have been advised of the possibility of such damages.
19.3 In addition, to the extent permitted by applicable law, we (including our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors) are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from:
a. supplying the products late or not supplying any part of them if this is caused by you not giving us the information, we need within a reasonable time of us asking for it or making payment as required;
b. damages that may result from the unauthorized repair of the product;
c. loss of any saved/stored data in products that are either repaired or replaced;
d. reliance by you on the content or other information provided on the Site with respect to the product you order;
e. your use of or your inability to use the ordered product;
f. delays or disruptions to our Site or our services;
g. viruses or other malicious software obtained from the use of the ordered product;
h. damage to your hardware device from the use of your ordered product; or
i. your loss of or inability to do business or similar as a result of our inability to deliver the product to you.
19.4 Subject to clause 19.1, if clauses 18.3, 19.2 or 19.3 are held to be unenforceable or inapplicable for any reason, then the total liability (including legal fees) applicable to us, our subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors, to you, whether based on an action or claim in contract, negligence or breach of statutory duty or otherwise, arising out of or in relation to these Terms of Sale shall be limited to the lesser of, a) the price the product sold for on our Site and its original and return shipping costs.
19.5 You agree to indemnify and hold us, our subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) arising out of or relating to:
a. any claims or demands made by any third party due to or arising out of your use of the Site and our services;
b. your violation of any of provisions of these Terms of Sale, including, without limitation, any of the warranties, representations and undertakings; or
c. your violation of any applicable laws.
E. OTHER TERMS APPLICABLE TO PRODUCT & SERVICE ORDERS (as per A, B, C and D above)
20.1 The validity, performance and all the matters relating to the interpretation and effect of these Terms & Conditions and all disputes and/or differences related thereto or arising there from shall be governed by the laws of the UAE and shall be subject to the non-exclusive jurisdiction of the Dubai Courts. In case the cause of action is the default in the payment, the Buyer shall bear all related costs of the Seller including attorney’s fees and other disbursements not reimbursed by the Court.
20.2 The Buyer shall not use or export or re-export any Products purchased/received from the Seller in violation of any applicable laws or regulations of U.A.E. The Buyer shall at all times comply with any applicable U.A.E. laws and regulations relating to the use and export of the Products.
20.3 The Agreement constitutes the entire, complete, and exclusive understanding between the Parties with respect to the subject matter thereof and contains all the terms and conditions of sale of the Product and the Service. No course of dealing or usage of the trade shall be applicable unless expressly incorporated in an Agreement.
20.4 The Buyer warrants and agrees that it shall (and shall procure that its directors, officers, agents, affiliates and employees shall):
(a) observe and comply with all Sanctions and Export Controls;
(b) not sell, transfer, export, re-export, or forward the Goods to any individual, entity or jurisdiction subject to Sanctions and Export Controls;
(c) The Buyer shall not cause the items purchased under the quote or invoice being sold to or used by any person or entity in countries which are under International Trade Restrictions, Sanctions or Embargo such as Iran, Sudan, Syria, etc. The Buyer shall keep the Seller and its suppliers completely indemnified against any liability or legal procedures for non-compliance or breach in this respect.
(d) determine export and import licensing or permitting requirements for the Goods, obtain any required licenses and permits, and ensure that any such licenses, permits and authorisations are provided to the Seller within five (5) working days, on request;
(e) in case the Seller requests for documents and/or details pertaining to the end use of the Goods, the same shall be provided to the Seller with five (5) working days of request;
(f) keep records relating to the Goods, including but not limited to, any documents relating to the sale, transfer, export, re-export, or forwarding of the Goods, for a minimum of five (5) years after entering into the Contract with the Buyer.
The Seller assumes no liability to the Buyer or any other person for the Buyer’s acts of non-compliance with Sanctions and Export Controls.
20.5 The Terms & Conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by the Seller.
20.6 These Terms & Conditions shall apply and supersedes to all the Agreements or Contracts entered into by the Buyer and the Seller and/or any POs issued by the Buyer.
20.7 If any term or provision of these Terms & Conditions is held to be invalid, illegal or unenforceable by any Court of competent jurisdiction, such term/provision shall be severed and the remainder of the terms/provisions shall continue to be applicable in full force and effect as if these Terms and Conditions had been agreed without the invalid, illegal, or unenforceable term/provision.
20.8 Unless stated otherwise, all trade and commercial terms as used in the Agreement shall be interpreted in accordance with the applicable U.A.E. Laws.
Version: 1442022 – updated 31.10.2023
Sale and Service Agreement for Starlink Kit and Airtime
This Agreement is made and entered into between Elcome Europe SL, Tax ID (CIF) B01961523, having an office at Office 210, Edificio Centris II, Calle Arcos 3, 41940 Tomares, Sevilla, Spain (Elcome) and the Customer (Customer, End-User or you) and is subject to the terms and conditions set forth below (Terms).
These Terms, those terms incorporated by reference, and the details you agree to in your Service Order when you apply for services and equipment (Order), form the entire agreement between you and Elcome (Agreement).
1.1. Scope of Supply. Elcome agrees to provide you, and you accept the Starlink services and/or equipment for the duration of the Agreement Term as defined in the Order. Subject to the prohibitions in Section 1.2, you may access services and equipment as an end user (End-User) so long as such use is within the scope of conditions described in the Order (Permitted Use).
1.2. Prohibitions. You are strictly prohibited from reselling Starlink services and/or equipment.
1.3. No Exclusivity. The parties agree that the arrangements provided for in this Agreement are on a non-exclusive basis and each party will be entitled to provide or obtain from other persons the same or similar services or enter into the same or similar arrangement as contemplated by this Agreement.
2. PURCHASE OF STARLINK KITS AND SERVICES.
2.1. Services and Equipment. Elcome will provide two-way satellite-based internet service (Services) and equipment (Starlink Kit or Kit) to you solely for the Permitted Use and exclusively within the territory (Eligible Service Territory) agreed to by the parties in your Order or as otherwise approved by Elcome.
2.2. Service Activation. Services may not be available in all locations and are contingent upon network availability and Starlink’s approval. Elcome will do a Service availability check and then assign one of the Eligible Service Plans described in the Order to each Starlink Kit through the Reseller Management Tool (Activation). Thereafter, Service will be promptly available to that Kit.
2.3. Title to Starlink Kits. Elcome transfers title to the Starlink Kit and any optional accessories to the End-User at the time of delivery.
2.4. Agreement Duration. There is no minimum contract term to obtain Services, unless agreed to by the parties in the Order. You may cancel the Agreement and Services at any time according to Section 7.2. Elcome may terminate the Agreement according to Section 13.1.
2.5. Software Updates and License Terms. Software copies and updates installed on the Starlink Kit are not sold, only licensed to you (on a non-exclusive, non-transferable, limited and revocable basis), for use as installed on the Starlink Kit and subject to the Software License and Usage Terms (https://www.starlink.com/legal/documents/DOC-1003-77580-67?regionCode=US). Starlink reserves all intellectual property rights and other rights and interests in the Starlink Kit, the Services, and the software, and grants no license, except as expressly granted in this Agreement.
2.6. Payments and Subscription Fees. Unless otherwise stated in the Order, you agree to pay for (a) the one-time, immediate purchase price for the Starlink Kits and any accessories, including shipping & handling and applicable taxes, for the quantities provided per delivery, as described in the Order; (b) monthly recurring charges, including applicable taxes, for the Services selected in your Order; and (c) additional fees for Add-On Services such as (but not limited to) additional Priority Access but only if you have opted-in to these optional Services.
Unless otherwise stated in the Order (i) Starlink Kits will not be shipped until the equipment payment is received; and (ii) Elcome will start billing for Services on the first day of the month following each Starlink Kit Activation. Recurring Service fees will be billed each month thereafter for all activated Starlink Kits, with payment due prior to each month of Service. Alternatively, the End-User can pay for Services upfront in bulk and Elcome will apply Service credits to your account, as agreed to by the parties and described in the Order. All additional payment terms are defined in the Order.
2.7. Shipping and Handling. Shipping and handling charges will apply and are non-refundable. Delivery location to the End-User will be determined by the parties in the Order. The shipping and handling charges are calculated when the Order is submitted. Elcome will use the carrier of its choice.
2.8. Taxes, Fees, Surcharges. In addition to the Starlink Kit purchase price and recurring charges for Services, we may collect or request reimbursement for taxes and other fees and surcharges required by law, including, without limitation, value added, consumption, sales, use, gross receipts, excise, access, and bypass for which we do not collect and remit on your behalf. You are also responsible for any additional government fees, rights of way fees or charges, license or permit fees, and any other duties, fees, charges or surcharges imposed on, incident to, or based upon the provision, sale, or use of the Services or Starlink Kit.
2.9. Payment Disputes & Suspended Services. In the event of a billing dispute, you must timely pay all undisputed amounts. If the payment dispute is resolved against you, or if you simply fail to pay for Services on time, you must pay the amounts due or the Services will be suspended until the overdue amounts are paid in addition to a one (1) percent late interest fee, per month, on the total amount due.
3. PRICING, END-USER TERMS, SUPPORT AND INSTALLATION.
3.1. Pricing Invoice & Proposal Requirement. Elcome will break out as an itemized line item the exact Service fee and corresponding Service Plan that Elcome is paying to procure Services (Proposal & Invoice Requirement) on both (a) proposals to End-User(s); and (b) an End-User’s invoice, in addition to any other itemized (e.g., value added service) fees included. This Proposal & Invoice Requirement will list “Starlink Services” next to the fee.
3.2. Service Terms. Per the Reseller Agreement with Starlink, Elcome is responsible for contracting, delivering Kits, installation, invoicing, collecting payments, taxes and providing technical and customer support to its End Users. Elcome agreed to incorporate into any agreement with End-Users the relevant terms and compliance obligations included in (a) the Starlink Policies (https://www.starlink.com/legal) described in Section 9 and applicable to the resale territory; and (b) the exclusions, limitations and disclaimers on the Services and Kits described in Section 8.
3.3. Support for End-Users.
3.3.1. End-User Customer Support. You understand and agree that Elcome is solely responsible for providing support to the End-User; Starlink will not directly provide customer support to Elcome’s End-Users. Customer support includes, but is not limited to, supporting all End-User issues concerning billing, collections, service plans, installation, performance, data usage, technical troubleshooting, and any other related issues. Customer support is available on firstname.lastname@example.org and +971 4 8121 301.
3.3.2. Trained Personnel. Elcome will maintain sufficient personnel who are adequately trained to support End-Users’ issues involving the Services. Elcome will facilitate direct Starlink communication with End-Users, if requested by Starlink.
3.3.3. Network Management Policies. Elcome may adopt reasonable network management policies to support End-Users’ use of Services, for example, in cases of shared network use for community Wi-Fi products.
3.4. Kit Installation. Elcome and/or the End-Users are responsible for installation of the Starlink Kit in a location that has a clear field of view per the Install Guide. Do not install under a radome; doing so may adversely affect terminal performance. You should maintain a minimum separation distance of 4m (14 ft.) between Starlink and other co-located antennas. Elcome and/or the End-Users are also responsible for installing the Starlink Kit securely so that equipment will not become dislodged due to weather or other external factors. It is the End-Users responsibility to ensure compliance with all applicable building codes, zoning, ordinances, business district rules, conditions, restrictions, lease obligations and landlord/owner approvals and requirements that are applicable to the Services and the installation of the Starlink Kit. The End-Users are responsible for paying any associated fees or other charges, and to obtain any permits and other authorizations necessary for the Services and the installation of the Starlink Kit. Should use of the Services require any construction or alteration to property, Elcome is not obliged to reimburse any expenses or restore property to the same physical state as prior to delivery of Services. If you require a permanent roof mount installation, you acknowledge the potential risks associated with this type of installation, including, without limitation, with respect to any warranty that applies to penetration of your vehicle/vessel roof, building roof or roof membrane.
3.5. Kit Modifications During Integration or Installation. Modifications or alternations (including changes that are cosmetics in nature) to the Starlink Kit are subject to Limited Warranty Exclusions (Section 8.2) and may affect Service performance. You shall not modify any Starlink Kit in a manner that contradicts the Install Guide or would otherwise alter the transmission characteristics of the equipment, including installation under a radome without Elcome approval. To maintain the Limited Warranty, all modifications made to the Starlink Kit must be approved by Starlink in writing and may be subject to additional evaluation fees in order to assess operability. At Starlink’s sole discretion, if Starlink determines that your installation or modification of a Starlink Kit has resulted in a material degradation of the Service or equipment, the equipment warranty may be voided.
3.6. Kit Installation for Use on Moving Vehicles. You agree to take proper precautions if installing a Starlink Kit to be used on a moving vehicle or vessel. You are responsible for ensuring that the antenna mount is installed on a structurally sound, horizontal surface. You acknowledge that equipment falling into the road or off a vessel due to poor installation practices can cause serious accidents resulting in bodily injury. You shall not mount a Starlink Kit on any vehicle or vessel if it is not stable, or if it cannot be properly secured as described in the Install Guide and used with the proper mount.
3.7. IN-MOTION USE PROHIBITED FOR UNDESIGNATED KITS AND COUNTRIES. YOU ARE PROHIBITED FROM INSTALLING OR USING A KIT ON A MOVING VEHICLE OR VESSEL UNLESS STARLINK HAS DESIGNATED YOUR SPECIFIC KIT MODEL AND/OR MOUNT FOR IN-MOTION USE AND HAS OBTAINED ALL REQUIRED IN-MOTION APPROVALS IN THE COUNTRY OF USE. SERVICES IN-MOTION ON A VEHICLE OR VESSEL (E.G., CARS, VANS, RVS, BOATS) VIA AN UNAUTHORIZED KIT OR COUNTRY IS PROHIBITED, WILL VOID THE LIMITED WARRANTY OF YOUR KIT, AND MAY BE GROUNDS FOR TERMINATION OF YOUR AGREEMENT WITH ELCOME PER SECTION 13 OF THESE TERMS. Please visit https://www.starlink.com/specifications for a description of the Starlink Kit models designated for in-motion use.
4. Fair Use Policy and Data Allocation Per Service Plan.
4.1. Fair Use Policy. Starlink Fair Use Policy (https://www.starlink.com/legal/documents/DOC-1134-82708-70) describes how it manages the network traffic and allocate customer data based on your Service Plan.
4.2. Business and Mobility Service Plans. Business and certain Mobility Service Plans are allocated a certain amount data for Priority Access. Priority Access data under Business and certain Mobility Service Plans are given network priority over all other data on the Starlink network, including Residential Priority Access. See Starlink Specifications (https://www.starlink.com/legal) for details on Starlink expected performance per Service Plan. After Priority Access data is exhausted each month based on your data limits set per Service Plan, Starlink will throttle your upload and download speeds for Business and Mobility Service Plans unless additional Priority Access is purchased. See Priority Access data limits and throttled speeds in Starlink Fair Use Policy (https://www.starlink.com/legal/documents/DOC-1134-82708-70) for more details. Business and Mobility customers who have exhausted their Priority Access and not purchased additional data will experience slower speeds and reduced performance compared to Priority Access. Throttled services will result in degradation or unavailability of certain services or applications, such as streaming video, gaming, or other bandwidth intensive applications.
4.3. Tracking Data Use & Purchasing More Priority Access. We can track your monthly data usage and purchase additional Priority Access at any time via the Starlink App and on the Starlink Customer Portal by opting into to being automatically charged for more Priority Access if you hit your data limit. Data usage per month may also be displayed on your monthly invoice. Once you opt-in, you will be automatically billed for additional data used until you opt-out, including in following billing cycles. You may opt-out of purchasing additional Priority Access. Additional details on Priority Access fees and billing can found in the Starlink FAQs (https://support.starlink.com/) and Starlink Fair Use Policy (https://www.starlink.com/legal/documents/DOC-1134-82708-70).
4.4. Add-On Services. Certain Service Plans allow customers to select Add-On Services for additional fees per GB. For example, adding Transcontinental Data to your Service Plan, allows a user to access Starlink Services outside the continent of their Service address for additional fees. The Fair Use Policy (https://www.starlink.com/legal/documents/DOC-1134-82708-70) assigned to a user’s primary Service Plan, including Priority Access data limits, will also apply when using these Add-On Services.
5. [Intentionally left blank]
6. TRADEMARK USE, LICENSE AND OWNERSHIP.
6.1. License. You acknowledge and agree that the name “Starlink” as well as all related marks, logos, and designs are service marks, trademarks, and trade names of Starlink (the Trademarks). Starlink granted Elcome a nonexclusive, nontransferable, royalty-free, limited use license during the term of the Reseller Agreement, to use the trademarked name “Starlink”, the specific logo (the Logo), and the photos (Photos) (the Trademark License), which are subject to change by Starlink from time-to-time. Elcome is under contractual obligation to use the Logo and Photos solely in connection with promoting Starlink and its Products under the Reseller Agreement in the manner described. The term of the Trademark License shall expire upon the termination of the Agreement.
6.2. Rights. Starlink retains all right, ownership, and interest in the Trademarks, the Logo, the Photos, the Products and its website, and all associated goodwill, and in any other copyright, trademark, or other intellectual property provided under the Reseller Agreement. All goodwill arising from use of the Trademarks, Logo and Photos by Elcome or you will inure to the sole benefit of Starlink. Nothing in the Reseller Agreement or this Agreement shall be construed to grant Elcome or you any rights, ownership, or interest in the Trademarks, the Logo, the Photos, the Products or the Starlink website, or in the underlying intellectual property, other than the rights to granted under the Trademark License described in Section 7.1.
6.3. Limitations & Rules.
6.3.1. End-User(s) are not authorized to use Trademarks and Elcome may not transfer or assign its Trademark License.
6.3.2. [Intentionally left blank]
6.3.3. In order to avoid any risk of confusion, the “SpaceX” name, logo, or other trademarks (such as Falcon, Dragon, and Starship), as well as any association whatsoever with SpaceX’s Chief Executive Officer, is excluded from the Trademark License and prohibited from being used.
7. CHANGES AND CANCELLATION TO SERVICES.
7.1. Changes. Starlink may change or discontinue Services plans, prices, Kit versions, the Reseller Agreement, and Starlink Specifications (https://www.starlink.com/legal/documents/DOC-1002-69942-69) from time-to-time. Subject to your options under Section 7.2 (Service and Agreement Cancellation) by continuing to use the Services after the notice period you agree to any changes.
7.2. Service and Agreement Cancellation. Subject to terms, conditions and commitments described in your Service Order, you can stop the recurring monthly payment and cancel Services, and this Agreement, at any time. You are not entitled to any refunds except those described in Section 13.2 of this Agreement.
8. LIMITED WARRANTY, DISCLAIMERS, REMEDIES AND LIABILITIES.
8.1. Limited Warranty. The Starlink Kit and Services are novel, under development, and subject to change. Starlink will use reasonable efforts to facilitate that the Starlink Kit, at the time of delivery, and the Services, as performed, substantially meet performance goals set forth in the Starlink Specifications (https://www.starlink.com/legal/documents/DOC-1002-69942-69). Starlink performance goals will be amended by Starlink from time-to-time based on experience and innovation. Starlink is providing this Limited Warranty solely to Elcome. Therefore, this Limited Warranty may not be available to the End-Users.
8.2. Exclusions and Force Majeure. Elcome is not responsible for damage to the Starlink Kit after delivery, or for Service malfunctions resulting from: (a) manual re-pointing of the antenna; (b) repair, modification, or disassembly of Starlink Kit by anyone other than Starlink or its authorized agent; (c) failure to follow instructions, including by obstructing the Starlink Kit’s field of view; (d) fire, flood, wind, lightning, earthquake, weather, or other acts of nature or God; (e) spills of food or liquids on Starlink Kit; (f) planned or emergency maintenance on the network; (f) problems with your electrical power or network equipment; (g) misuse, abuse, accident, vandalism, alteration, or neglect; (h) normal wear and tear or deterioration, or superficial defects, dents, or marks that do not impact performance of the Starlink Kit; (i) use in combination with devices or software not provided or approved by Starlink; (j) inability to obtain or maintain necessary permissions, authorizations, or permits; or (k) events not reasonably within Elcome’s control.
8.3. Limited Remedies. If the Starlink Kit fails to meet the limited warranty standard set forth in Section 8.1 (Limited Warranty) Elcome is entitled to send a detailed, written warranty claim to Starlink within either (a) twenty-four (24) months from the date of the original purchase by Elcome, or (b) twelve (12) months from initial Activation of the Kit, whichever is later (noting that ALL warranties in this Section expire within thirty-six (36) months of Kit purchase by Elcome) and Starlink will cure the discrepancy within thirty (30) days of receiving the claim. This includes at Starlink’s choice, by replacing or repairing the Starlink Kit with a new, different or refurbished device or part. This replaced device will be covered by the limited warranty for the greater of three (3) months or the remainder of the original warranty period. The remedies set forth in this Section 8.3 (Limited Remedies) are the sole and exclusive remedies for breaches of warranty, service deficiencies, unavailability and other breaches.
8.4. DISCLAIMERS. EXCEPT AS SET FORTH IN SECTION 8.1 (LIMITED WARRANTY), ELCOME PROVIDES THE STARLINK KIT AND SERVICES “AS IS,” WITHOUT ANY EXPRESS WARRANTY OR REPRESENTATION. ELCOME DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8.5. LIMITATIONS OF LIABILITY. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, LOST REVENUE, WORK STOPPAGE, LOSS OR CORRUPTION OF DATA, COMPUTER FAILURE, DATA SECURITY BREACH, MALFUNCTION OR ANY LOSSES ARISING OUT OF OR RELATED TO THE AGREEMENT, STARLINK SERVICES, OR DAMAGES RESULTING FROM THE KIT INSTALLATION, REPAIR, REMOVAL, OR OTHER ASSOCIATED SERVICES. EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT FOR ANY INDIVIDUAL CLAIM OR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO ELCOME UNDER THIS AGREEMENT OVER THE SIX MONTHS PROCEEDING THE CLAIM GIVING RISE TO THE LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY TO ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, SERVICES OR STARLINK KIT, INCLUDING ANY EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS INFORMED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND REGARDLESS OF WHETHER CLAIMS ARE ASSERTED BASED ON CONTRACT, STATUTE, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHER LEGAL OR EQUITABLE CLAIM OR THEORY PROVIDED, EXCEPT IF AND TO THE EXTENT THAT ANY LIMITATION VIOLATES APPLICABLE MANDATORY LAW THAT THE PARTIES CANNOT DEROGATE FROM BY WAY OF CONTRACT.
8.6. ASSUMPTION OF RISK. YOU AGREE THAT YOUR USE OF THE SERVICES AND THE STARLINK KIT, AND SUCH USE BY ANYONE USING YOUR ACCOUNT, IS AT YOUR SOLE RISK. SERVICES ARE NOT SUITED OR INTENDED AS A MISSION-CRITICAL OR SAFETY-OF-LIFE SERVICE.
9.1. General. The parties must comply with all laws and regulations applicable or related to the performance of obligations under this Agreement. You will comply with and will be responsible for ensuring that you comply with all applicable laws and regulations, including but not limited to those related to telecommunications, privacy, copyright, website blocking, internet use by minors, data protection, rules on lawful intercept and government access to data related to the Services provided under this Agreement.
9.2. In-Motion Authorization. Use of Starlink Services in-motion may require additional authorizations. Starlink may seek authorizations to use the Service and Kit in-motion within the territorial waters, airspace or on land for certain jurisdictions. You acknowledge and agree that you are solely responsible for (a) understanding and complying with all applicable laws and regulations associated with the use of the Services and Kit in-motion, (b) obtaining any required authorizations, where necessary, and (c) ceasing use of the Services or Kit where necessary based on the Kit’s geographical location.
9.4. Acceptable Use Policy. You agree not to use, or permit others to use, the Services in ways that (a) violate any law or applicable regulation, (b) violate this Agreement, including Acceptable Use Policy (https://www.starlink.com/legal/documents/DOC-1001-59234-61), or other policies available on the Starlink Customer Portal (https://support.starlink.com/), (c) infringe the rights of others, (d) interfere with the users, Services, or Starlink Kit of the Starlink network or other networks, or (e) are outside the Permitted Use described in Section 1.1 of this Agreement. You are responsible for complying with the terms for any third-party services that you subscribe to using Starlink Services. Therefore, you agree to the terms of the Acceptable Use Policy (https://www.starlink.com/legal/documents/DOC-1001-59234-61). In the event of any violation of this Section, Elcome reserves the right to terminate or suspend Services to you.
9.5. NDAs. Each party will comply with any written confidentiality or non-disclosure agreement signed by the parties on this link (https://elcome.com/nda/). The terms of the NDA available on this link are deemed incorporated in this Agreement, whether signed or not.
9.6. International Trade Laws. You must comply with all applicable International Trade Controls in the context of this Agreement, including applicable export control, economic sanctions, customs/import, anti-money laundering, and anti-corruption laws and regulations. You may not involve any person in the Order that is listed on the Specially Designated Nationals List, Denied Persons List, Entity List, or any other similar applicable government list. You acknowledge that you are only authorized to access Services at the Eligible Service Territor(ies) identified on your Order, and you will not divert the Starlink Kit or Services to any other locations, or to users or for uses that are prohibited under International Trade Controls. You agree to provide Elcome with a signed Trade Compliance Certification (Exhibit A), and will re-certify compliance upon reasonable request. Elcome reserves the right to audit your compliance with such certifications.
9.7. Modifications to Starlink Products & Export Controls. Starlink Services and Kits are a commercial communication product. Starlink is not designed or intended for offensive or defensive military end-uses. Custom modifications of the Starlink Kits or Services for military end-uses may transform the items into products controlled under U.S. export control laws, specifically the International Traffic in Arms Regulations (ITAR) (22 C.F.R. §§ 120-130) or the Export Administration Regulations (EAR) (15 C.F.R. §§ 730-774) requiring authorizations from the United States government for the export, support or use outside the United States. Starlink aftersales support to Resellers and its End-Users will be limited to its standard commercial service support only. At its sole discretion, Starlink may refuse to provide technical support to modified Starlink products.
9.8. Security Measures. You acknowledge and agree that Starlink administers and enforces cybersecurity policies and procedures to identify and respond to incidents involving Starlink data, mitigate the effects of any such incidents, document their outcomes, and notify appropriate stakeholders (including authorities and affected data subjects, as appropriate).
10. REPRESENTATIONS AND WARRANTIES. You represent and warrant that it is a business duly organized, validly existing, having sufficient expertise and capital to execute performance under this Agreement, and is qualified to do business under the laws of, has the necessary authorization to avail Services and equipment, and is in good standing within the Eligible Service Territories.
11. INDEMNIFICATION. You agree to defend and indemnify Elcome against any third-party claims against Elcome based on your use of Starlink Services. This includes, but is not limited to, if you use Starlink Services in ways that are (a) illegal or violate this Agreement or Starlink’s Acceptable Use Policy (https://www.starlink.com/legal/documents/DOC-1001-59234-61) (for example illegally downloading movies or music without paying for them); or (b) negligent, reckless or intentionally wrongful. You also agree to defend, indemnify and hold harmless Elcome against any third-party claims arising out of or related to the installation, marketing, use, repair, removal, or any other works, carried out with respect to Services and/or the Starlink Kit.
12. NO UNAUTHORIZED TRANSFERS, ASSIGNMENTS. You may not assign, sell or transfer this Agreement or software installed on the Starlink Kit, without Elcome’s consent. Unauthorized transfers or assignment will be null and void and grounds for termination. You are liable for any charges or fees incurred by the use of the Services and Starlink Kit by anyone else. Elcome can assign this Agreement, in whole or in part, without notice to you and in our sole discretion, to any entity that controls, is controlled by, or is under common control as Elcome, or any entity that is a successor in a sale, spinoff, acquisition or merger of Elcome, provided that the assignee can lawfully perform the obligations of the assignor. Services may be provided by one or more legally authorized Elcome affiliates.
13. TERMINATION AND TRANSITION.
13.1. Termination Rights. End-User termination rights are described in Section 7.2. Under this Section 13.1, Elcome may, at any time, without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Services, this Agreement, for (a) a violation of this Agreement, including Starlink Acceptable Use Policy or the Trademark License; (b) a request and/or order from law enforcement, a judicial body, or other government agency; (c) unexpected technical or security issues or problems, including but not limited to a material malfunction of the Starlink network, software or hardware; (d) a failure to obtain or maintain the necessary governmental authorizations required to deliver Services; (e) your participation in fraudulent, abusive, immoral, or illegal activities, as solely determined by Elcome; (f) your failure to pay any fees owed for Services if you have not cured such non-payment within thirty (30) day period of receiving a request to cure from Elcome; or (g) its convenience, for any reason, after a thirty (30) day notice period.
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13.3. No Continued Affiliation or Profit Expectations. Elcome will not be liable for compensation, reimbursement or damages based on loss prospective profits on anticipated orders or for other types of expenditures, investments, or commitments in connection with this Agreement.
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14. GOVERNING LAW. These Terms and any disputes between us arising out of or related to this Agreement will be governed by and construed in accordance with the laws of Spain.
15. DISPUTE RESOLUTION. The competent courts of Spain shall have exclusive jurisdiction for all purposes of this Agreement.
16. GENERAL PROVISIONS.
16.1. Relationship Between the Parties. Nothing in this Agreement will be construed as creating a partnership, agency, joint association, or trust, it being agreed that each party will be responsible only for its obligations under this Agreement and neither party will be authorized to represent or bind any other party to any other person.
16.2. Severability. If any term of this Agreement is to any extent invalid, illegal, or incapable of being enforced, such term shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect.
16.3. Records. You should keep copies of this Agreement and any billing statements or other materials relevant to your purchase of the Starlink Kit and Services for your records. Elcome reserves the right to substitute, change, cancel or add to any part of this Agreement at any time upon notice to you per Section 7.1, and your continued use of the Services constitutes agreement to the updated Terms.
16.4. Electronic Delivery Policy, Consent and Notices. You consent to receive all agreements, updates, disclosures, policies, notices, and other information (collectively, Notices) provided by Elcome or its affiliates via paper and/or electronic delivery at Elcome’s sole discretion. Elcome may deliver or display Notices to you by email or pop-up window, or by posting a message on the Services or the Customer Portal. You may receive periodic texts, emails, or other communications from Elcome, such as notices regarding expiration of your account and changes to this Agreements. All legal notices to Elcome must be in writing and delivered to email@example.com.
16.5. No Waiver. No waiver by Elcome of any breach of these Terms will be a waiver of any preceding or succeeding breach. No waiver by Elcome of any right under these Terms will be construed as a waiver of any other right. Elcome will not be required to give notice to enforce strict adherence of these Terms. A waiver must be provided in writing by an authorized representative of Elcome to be effective.
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Exhibit A: Trade compliance certification
You are expected to comply with all applicable laws and adhere to the highest standards of ethical conduct in the context of your work with Elcome. Please review and sign the following certification of compliance with applicable trade control laws.
• Denied Party Lists are the lists of Specially Designated Nationals, Denied Persons, Entities, or any other similar government list.
• Government Officials are (1) any officer or employee of any government or component of government (e.g., a government minister, regulator, mayor, legislator, customs inspector or police officer); (2) an officer or employee of any entity or instrumentality in which a government or government entity possesses a majority or controlling interest; (3) a candidate for political office; (4) a political party; (5) a political party official; (6) an officer or employee of a public international organization (e.g., the European Commission or World Bank); (7) a person who is acting in an official capacity for or on behalf of any government or component of a government, an entity in which a government or component of a government possesses a majority or controlling interest, a political party, a public international organization (even if the individual is acting in such capacity temporarily and without compensation); and, (8) in some circumstances, members of royal families.
• Trade Control Laws are export control, economic sanctions, anti-corruption laws and regulations that apply to Starlink and/or Reseller, including, but not limited to the Export Administration Regulations (EAR) (15 C.F.R. §§ 730-774); economic sanctions laws and regulations, including those administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC) and the U.S. Department of State (Sanctions); and anti-corruption laws, including the Foreign Corrupt Practices Act, UK Bribery Act, and applicable international and local country anti-corruption laws (Anti-Corruption Laws).
End-User Certifies That:
1. As of the date of signature, neither End-User nor any of End-User’s affiliates, directors, or officers is subject to Sanctions, including by inclusion on a Denied Party List. End-User shall promptly notify Elcome authorized representative in writing if End-User becomes the subject of Sanctions or if End-User’s privileges are otherwise restricted, suspended, or revoked in whole or in part by any government entity or agency.
2. End-User will not directly or indirectly allow usage of Starlink services or equipment to any person that is the subject of Sanctions or listed on any Denied Party List or otherwise involve such persons in Elcome activities.
3. End-User has not made, offered, provided, or authorized, and will not make, offer, provide, or promise to make any payment or transfer anything of value, directly or indirectly through a third party, in connection with any business transactions involving Elcome to: (i) any Government Official, (ii) an officer, director, or employee of any actual or potential customer of Elcome, (iii) any officer, director or employee of Elcome, or (iv) any other person or entity, if doing so would violate Anti-Corruption Laws. It is our collective intent that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business.
4. If applicable, all representations and information supplied by End-User in response to due diligence questions from Elcome were complete and accurate. End-User shall notify Elcome in writing of any material corrections to or omissions from such original information supplied by End-User immediately upon identifying them.
5. End-User has instituted and will maintain policies and procedures designed to ensure compliance with Trade Control Laws, including prohibited party screening of Denied Party Lists and requirements with respect to accurate internal books and records.
Elcome may periodically request that End-User re-certify its compliance with Trade Control Laws.
Version updated: 14 December 2023