Terms and Conditions

1.1 Airbus DS

Refers to the Airbus legal entity as stated in the AoO.

1.2 Acquisition

Means that part of the PRODUCT which will depend on a future satellite tasking over an AoI (Area of Interest) and during a certain observation period or on a specific date either in the frame of 1) ONE TASKING SERVICES by Pleiades Neo satellites, Pleiades, Vision 1 or SPOT6/7 and/or 2) by DMC Constellation.

1.3 Acceptance of Order or “AoO”

Refers to the document sent by AIRBUS DS to the END-USER via the WEBSITE or by Airbus DS Customer Service. The information contained in the AoO prevails over the information contained in the PURCHASE ORDER. The AoO provides the following minimum information:

• the AOI
• the appropriate production parameters
• the prices and payment conditions
• the delivery terms
• the contracting Airbus entity and
• the present General Supply Conditions and the applicable EULA being together referred to as the “Conditions”.    

If there is an order for ACQUISITION, the AoO will also contain:

• the appropriate programing parameters
• the tasking performance principle associated to the selected ONE TASKING 

1.4 Affiliate

Means, with respect to any natural or legal person, another natural or legal person directly or indirectly Controlling, Controlled by or under common Control with such person.

1.5 Area of Interest or “AoI”

Means the geographical area selected by the END-USER in the PURCHASE ORDER and confirmed in the AoO for which AIRBUS DS grants the END-USER the rights defined in the applicable EULA.

1.6 Binding Purchase Order or “BPO”

Means the PURCHASE ORDER including all subsequent correspondence, and agreements between AIRBUS DS and the END-USER and finally validated and accepted by the AoO sent by Airbus DS to the END-USER.

1.7 Control

Means, in respect of a natural or legal person, the power of another natural or legal person to direct the affairs and/or control the composition of the board of directors or equivalent body of the first natural or legal person and the terms “Controlling” and “Controlled” shall be construed accordingly.

1.8 End-User

Means either the person acting in his own name or the legal entity which is supplied with the PRODUCT and accepts the EULA. When the PRODUCT is supplied to a public authority, the END-USER shall be deemed to be only such part of the public authority as located at the address to which the PRODUCT is supplied, except with AIRBUS DS’ prior agreement in writing.”

1.9 EULA

Means the applicable licence agreement that sets out the terms and conditions of use of the ordered PRODUCT by the END-USER. The EULA is available at the following web address: https://intelligence.airbus.com/legal/licences/

1.10 Governmental Approval

Means all orders of approval, permits, licences, authorizations, consents, certifications, exemptions, registrations, rulings, entitlements and approvals issued by a governmental authority which are required under Sanctions and Export Control Laws to be obtained or maintained by any person with respect to the performance of a BPO.

1.8 One Tasking Services

Means services marketed by AIRBUS DS for ACQUISITION and defined in the AIRBUS DS Price List under the following services: “OneDay” / “OneNow” / “OneNow Weather” applicable to Pléiades Neo only / “OnePlan” / Multi-Acquisitions (Pléiades Neo only) and “OneSeries” (OneSeries Critical or OneSeries Routine) applicable to Pléiades, SPOT 6/7 and Vision-1.

1.9 Product

Means any satellite imagery product, except TerraSAR-X products, marketed by AIRBUS DS as defined in the AIRBUS DS Price Lists. TerraSAR-X products can be ordered via the Radar Portal

1.10 Purchase Order

Means an order request fulfilling the requirements set out in Condition 3 for a PRODUCT placed by the END-USER on AIRBUS DS requiring final acceptance by Airbus DS in an AoO.

1.11 Public Official

is broadly interpreted and includes any individual working at a governmental body as well as any political party candidate and any business known to be owned or operated by a public official. Public officials include but are not limited to:

1. Any elected or appointed government official or representative (e.g. a member of a ministry of transportation or defense) or a member of a ruling family; 
2. An employee, official, contractor, consultant or representative of a government or any department, agency or instrumentality (e.g. parastatal or state-owned enterprises); 
3. A director, member of the management, officer or employee of a state-owned enterprise (entity that is wholly or partially owned by a government);
4. An employee, official, contractor, consultant or representative of state-owned airlines; 
5. Any employee or individual acting for or on behalf of a public official, government agency, or any enterprise that performs a governmental function (e.g. a licensing official or a tax agent); 
6. Any political party, officer, employee or individual acting for or on behalf of a political party or candidate for public office; 
7. An individual in the service of a government, including members of the military, coast guard, space agency, police, or civil service; 
8. An employee or individual acting for or on behalf of a public international organisation, (e.g. UN, IMF, World Bank, etc.); and
9. Family members and close relatives of any of the above (e.g. a parent, spouse, child, brother or sister, including any of these through marriage).

1.12 L.O.S

(Loi sur les opérations Spatiales) refers to the French law on Space Operations in force since June 2008.

1.13 Sanctions and Export Control Laws

means any laws or regulations which impose economic, trade or other restrictive measures or, export, re-export licenses or other authorizations in each case issued and enforced by a Sanctions Authority.

1.14 Sanctioned Person

means:

1. any natural or legal person in any list of sanctioned persons of any Sanctions Authority (including the List of Specially Designated Nationals (SDN) and Sectorial or Sanctions Identifications (SSI) List); or
2. any natural or legal person directly or indirectly owned or Controlled by any one or several person(s) designated under (a) above.

1.15 Service Level

Refers to the two different service levels offered either through our Customer Care department or through the WEBSITE by AIRBUS DS for the performance of each ONE TASKING SERVICE:

• Premium Service is included in OneDay, OneNow and in the following monitoring tasking options such as Multi-OneDay and Multi-OneNow (Pléiades Neo) as well as OneSeries Critical for Pléiades and SPOT 6/7 satellites.
• Regular Service is included in OnePlan and Multi-OnePlan (Pléiades Neo only) and OneSeries Routine (Pléiades and SPOT 6/7)

1.16 Tasking Proposal

Refers to a proposal describing the appropriate programing parameters for ACQUISITION and sent by AIRBUS DS to the END-USER.

1.17 Taxes

Means, all existing or future taxes including (without limitation) corporate income tax or gross revenue taxes, personal income tax, employment taxes, social security benefits, unemployment insurance, pensions national insurance contributions, sales taxes, property taxes, impost, duties, customs duties, levies, withholdings taxes and fees, stamp duties, VAT, any indirect taxes, charge and other assessments in the nature of taxes, including any fines, penalties or interest.

1.18 Website

Means the AIRBUS DS OneAtlas portal, accessible through the following web addresses: https://data.oneatlas.airbus.com/

Unless otherwise expressed in writing by AIRBUS DS, all supplies of the PRODUCT shall be governed by both these General Supply Conditions and the applicable EULA available at the following address: https://www.intelligence-airbusds.com/legal/licences/ (together referred to as the “Conditions”). If there is any conflict between the applicable EULA and the General Supply Conditions, the provisions of the applicable EULA shall prevail.

The END-USER accepts and agrees to be irrevocably bound by the terms of these Conditions by doing any of the following: (a) placing a PURCHASE ORDER through its personal account created on the WEBSITE or placing a PURCHASE ORDER with Airbus DS’ Customer Care Team for the supply of a PRODUCT; (b) accepting, in whole or in part, a quotation for the supply of a PRODUCT incorporating these Conditions; (c) breaking the seal on the package containing a PRODUCT if there is physical delivery of a PRODUCT; (d) downloading and/or installing and/or manipulating a PRODUCT on any computer; (e) paying in whole or in part for a PRODUCT; (f) damaging or destroying a PRODUCT; (g) retaining a PRODUCT for more than seven (7) days following receipt thereof.

These Conditions may be modified at any time by AIRBUS DS. The applicable version of the Conditions is the one available on the WEBSITE at the time the PURCHASE ORDER is placed by the END-USER.

Any other terms and conditions that the END-USER purports to impose or incorporate, or which are implied by custom, trade practice or course of dealing shall be ineffective against AIRBUS DS. If a bespoke agreement concluded with the END-USER for the PRODUCT expressly derogates from the Conditions, the remaining provisions of the Conditions shall remain in full force and effect to the extent that they do not conflict with such bespoke agreement.

AIRBUS DS or its licensor(s) shall remain the owner of any PRODUCT at all times.

3.1 General

The PURCHASE ORDER may be issued from the END-USER’s personal account on the WEBSITE either (i) by filling the order form available on the WEBSITE and promptly submitting it online by clicking on the “ORDER” button or (ii) by placing a PURCHASE ORDER with AIRBUS DS’s Customer Care Team, as applicable. If the END-USER fails to send the Purchase Order in time, the ACQUISITION will not be acquired. In such circumstances, the END-USER shall submit a new request.

Notwithstanding any purported clause to the contrary, issuance of a PURCHASE ORDER as described above shall be deemed to be the irrevocable acceptance by the END-USER of the Conditions.

Any PURCHASE ORDER shall contain the following minimum information: the AoI, the requested sensor and the END-USER production parameters.

If there is an order for an ACQUISITION, the PURCHASE ORDER shall contain in addition: the END-USER programing parameters, the selected ONE TASKING SERVICE by the END-USER, the SERVICE LEVEL associated with the selected ONE TASKING SERVICE and the subscription, if it has been selected by the END-USER.

The PURCHASE ORDER is based either on the estimated PRODUCT availability information and the quotation on the WEBSITE described in the END-USER’s order summary or confirmation of purchase, or if the PURCHASE ORDER was sent to AIRBUS DS’ Customer Care Team based on a final quotation received from AIRBUS DS’ Customer Care Team.

The sending of the AoO shall constitute the final BINDING PURCHASE ORDER and shall irrevocably bind the END-USER to purchase the PRODUCT obtained in accordance with the provisions of the AoO. No modification or cancellation of the PURCHASE ORDER by the END USER shall be possible after the issuance of the AoO, unless otherwise stipulated in Condition 3.3.

3.2 Procedure for Ordering of a PRODUCT Requiring Additional Satellite Tasking (ACQUISITIONS)

AIRBUS DS is not obliged to accept a PURCHASE ORDER if it considers that the ACQUISITION is not reasonably practicable or permitted under the ACQUISITION conditions requested by the END-USER.

In such circumstances, AIRBUS DS may in its absolute discretion submit a TASKING PROPOSAL to the END-USER.

If interacting directly with AIRBUS DS Customer Care, the END-USER shall confirm in writing its acceptance or rejection of such a TASKING PROPOSAL by the latest date specified in the TASKING PROPOSAL.

Alternatively, if the END-USER uses the WEBSITE, the END-USER shall confirm its acceptance online by clicking on the “Order” button. If the END-USER fails to send its acceptance by the date specified in the TASKING PROPOSAL, a new TASKING PROPOSAL may be sent by AIRBUS DS in its absolute discretion, with new programming parameters.

Upon the END-USER’s acceptance of the TASKING PROPOSAL by the sending of a new PURCHASE ORDER, the ordering process as described in Condition 3.1 shall apply.

3.3 Modification of BPO

The AoO Modification or cancellation of a BPO after the issuance of the AoO shall be in accordance with the conditions set out in the AoO. These vary depending on the SERVICE LEVEL and PRODUCT. Requests mays be issued either online through the WEBSITE or through the Airbus Customer Care department. 

4.1 General

The delivery conditions depend on the tasking mode ordered by the END-USER in the PURCHASE ORDER and are indicative only. AIRBUS DS shall use its commercially reasonable efforts to task the ACQUISITION and deliver the PRODUCT to the END-USER according to the delivery conditions and time confirmed by AIRBUS DS in the AoO.

In the case of a Force Majeure event or other circumstances beyond Airbus DS’s control, an indicative delivery time shall be extended by the period of delay, plus a reasonable lead-time.

Unless agreed otherwise by AIRBUS DS, delivery will be made on-line either: 

• through FTP or,
• through the WEBSITE workspace.

However, it is expressly understood that Vision 1 PRODUCTS can exclusively be delivered through FTP. 

References to delivery time mean delivery ex works. Delivery time shall commence on receipt of all documentation, permits, clearances, specifications and other necessary support to be provided by the END-USER.

Once the PRODUCT is ready for delivery, AIRBUS DS shall send an electronic message to the END-USER, except in the framework of a Living Library subscription, to confirm the availability of the PRODUCT and the deadline for the download of the ordered PRODUCT. If the END-USER does not download the PRODUCT within this period of time, the PRODUCT shall be deemed delivered. 

AIRBUS DS may, at the END-USER’s request, place the available PRODUCT that has not been downloaded by the deadline back on the delivery server against an additional payment of two hundred (200) Euros for management costs.

If the END-USER is unable to download the PRODUCT due to no fault of Airbus DS or if the END-USER so requests, AIRBUS DS will send to the END-USER, at the END-USER’s cost, the said PRODUCT on CD or DVD or hard drive, as the case may be.

It is the responsibility of the END-USER to check, immediately after downloading the PRODUCT, that the content downloaded corresponds to the PRODUCT ordered and, if appropriate, to make any complaint in an email sent to AIRBUS DS at the following address within seven (7) days of the downloading : https://www.intelligence-airbusds.com/contact/ or DMC Constellation PRODUCTS to DMCSales_UKIntelligence@airbus.com.

4.2 PRODUCT not Requiring Additional Satellite Tasking

For a PRODUCT not requiring additional satellite tasking delivery terms shall be as follows, if not confirmed otherwise in the AoO from the sending of the AoO:

For Pléiades Neo:

• “Standard delivery” is twelve (12) hours by AIRBUS DS to the END-USER
• “Rush delivery” is six (6) hours by AIRBUS DS to the END-USER

For SPOT, Pléiades:

• “Standard delivery” is twenty four (24) hours by AIRBUS DS to the END-USER
• “Rush delivery” is twelve (12) hours by AIRBUS DS to the END-USER

For DMC Constellation and Vision 1 Products: 

• “Standard delivery” is two (2) (UK) working days by AIRBUS DS to the END-USER
• “Rush delivery” is one (1) (UK) working day by AIRBUS DS to the END-USER

Owing to the short delivery times required, AIRBUS DS reserves the right not to perform any quality control and refined attitude data may not be integrated. For Rush delivery the END-USER agrees that AIRBUS DS shall not have any liability for PRODUCT quality.

4.3 Delivery of a PRODUCT Requiring Future Satellite Tasking (ACQUISITIONS)

Once an ACQUISITION has been obtained and processed, the delivery terms shall be as follows, if not stated otherwise in the AoO:

For Pléiades Neo:

• “Standard delivery” is twelve (12) hours during working days and working hours i.e. from Monday to Friday excluding public holidays, from 9:00 a.m. to 17:00 p.m (CET)
• “Rush delivery” is six (6) hours, 24/7/365.

For SPOT, Pléiades:

• “Standard delivery” is twenty- four (24) hours during working days and working hours i.e. from Monday to Friday excluding public holidays, from 9:00 a.m. to 17:00 p.m (CET)
• “Rush delivery” is twelve (12) hours, 24/7/365. 

For DMC Constellation and Vision 1 Products:

• “Standard delivery” is two (2) (UK) working days from download of imagery from satellite
• “Rush delivery” is one (1) (UK) working day from download of imagery from satellite. 

Owing to the short delivery times required, AIRBUS DS reserves the right not to perform any quality control and refined attitude data may not be integrated. For Rush delivery the END-USER agrees that AIRBUS DS shall not have any liability for PRODUCT quality.

4.4 Delay or failure to deliver

Should any of the PRODUCTS ordered be unobtainable for whatever reason (including, but not limited to satellite or ground segment failures and/or other actions of the Satellite/Ground Station Operators used for the acquisition of the data ordered or services which prevents AIRBUS DS to meet its contractual obligation and therefore not be delivered), shall exempt AIRBUS DS from its obligations. AIRBUS DS shall not be held liable for any losses incurred due to the unavailability of the PRODUCTS. If an invoice has already been issued, AIRBUS DS shall issue a credit note for the unobtainable PRODUCTS only. Delay in a delivery does not authorize the END-USER to refuse the total or partial delivery of the PRODUCT or refuse to pay the agreed prices for the PRODUCT or claim for any indemnity, penalty or damages whatsoever subject to any compensation detailed on the WEBSITE. Time shall not be of the essence for the purpose of these Conditions.

5.1 Prices applicable to any PRODUCT are those defined in the AoO.

Such prices are: 

•  "Ex-Works" (I.C.C. Incoterms 2020), exclusive of taxes for FTP delivery
• “FCA” (I.C.C. Incoterms 2020), for delivery on a physical media

Risk in a PRODUCT shall be transferred to the END-USER from the placing of the PRODUCT on the delivery server (as confirmed automatically by the electronic message referred in the Condition 4.3) or, in the case of a supply on physical medium, the risk related to the medium shall be transferred as from the placing of the PRODUCT at the disposal of the first carrier.

5.2

Should the END-USER have mandated AIRBUS DS to negotiate and to sign in its name the PRODUCT transport contract, the END-USER shall be solely liable for the transportation risk.

5.3

All prices are exclusive of any taxes or duties that may be levied in connection with the performance of the contract, and that shall be paid by the END-USER. All payments due to AIRBUS DS shall be made in full, without set-off, counterclaim, deduction or withholding of any kind of taxes.

All AIRBUS DS invoices are payable without any discount or reduction. Payment terms shall be defined in the AoO of the PURCHASE ORDER. Unless otherwise stated, the payment must be made by credit card immediately or by bank transfer at the latest thirty (30) days after the PRODUCT is made available.

The monies shall be credited to the AIRBUS DS account appearing on the PURCHASE ORDER confirmation. If any amount due to AIRBUS DS remains unpaid after the date on which it is payable (the “Due Date”), AIRBUS DS shall be entitled to charge interest on such sum from the Due Date until the actual date of payment of such sum at a rate of 5% above the base lending rate of European Central Bank in force at time when the payment should have been made. These monies are due the day after the payment date set out in the invoice, without any requirement for notice. In addition to the interest rate, the END-USER shall pay to AIRBUS DS a compensation recovery fee of forty (40) Euros.

Without prejudice to any other right or remedy, AIRBUS DS reserves the right to apply one or more of the following provisions if any sums remain unpaid in whole or in part after the Due Date:

• to suspend the current BPO until full payment of the due amounts and to terminate the provision of the services forthwith
• to refuse all future PURCHASE ORDERS
• to claim and obtain the refund of all the costs incurred as the result of the contentious recovery of the sums due, including the recovery fees
• to take any legal action in order to defend the interests of AIRBUS DS.

In any event, payments may not be suspended, or form the subject of any compensation, without the prior written consent of AIRBUS DS.

7.1

The END-USER is responsible for identifying its requirements and ensuring the suitability of a PRODUCT to its satisfaction. AIRBUS DS shall provide no advice or recommendation whatsoever in this respect, and shall under no circumstances be held liable for the suitability or otherwise of the PRODUCT. For any transactions performed through the WEBSITE, AIRBUS DS shall not be liable for any dysfunction in the END-USER’s Internet connection, loss of any PRODUCT downloaded by the END-USER, dysfunction of the END-USER’s equipment, failure of the END-USER to download the PRODUCT within the prescribed period, or for the incorrect selection by the END-USER of its AoI. 

7.2

AIRBUS DS does not warrant that any PRODUCT is free of bugs, errors, defects or omissions, and that the operation of the PRODUCT will be error free or uninterrupted or that all non-conformities will or can be corrected. AIRBUS DS' warranty for a PRODUCT shall be limited either to the replacement of the defective PRODUCT if available, or to a refund of the price paid for the PRODUCT, to the exclusion of any indemnity or damages. Any claim related to the quality and/or quantity of any PRODUCT delivered must, to be admissible, be well-founded evidenced and sent by registered mail at the latest seven (7) days after the delivery of the PRODUCT. No return of any PRODUCT shall be accepted without the prior written consent of AIRBUS DS and its licensor.

7.3

In no event shall AIRBUS DS and/or its licensor be liable or responsible for all indirect and/or consequential damages such as loss of profit, loss of production, loss of operation, loss of dates, loss of data or information, loss of a right, interruption of a service, and other such losses caused to the END-USER or to any third party.

7.4

The conditions which are specific to a PRODUCT shall be set out in the applicable EULA.

8.1

The END-USER’s use of the WEBSITE shall be in accordance with the legal information related to the WEBSITE contained on at the following web address: https://oneatlas.airbus.com/

By using the WEBSITE, the END-USER declares that it has read and accepted this legal information, in particular the END-USER represents and warrants that:

• it has the legal capacity to enter into a contract for any PURCHASE ORDER placed on the WEBSITE
• no false information shall be entered on its personal account on the WEBSITE and during its use of the WEBSITE

8.2

For any PURCHASE ORDER placed through the WEBSITE, the END-USER shall create a personal account on the WEBSITE. The END-USER is responsible for ensuring that all information entered when creating its account is correct. The END-USER undertakes to furnish all necessary local permits (such as import certificates) and clearances in good time, as relevant.

8.3

When applicable, the END-USER shall send to Airbus DS the list of its affiliates and their email addresses. According to this list, Airbus DS shall send individual emails to inform the END-USER and its affiliates that access to the PRODUCT has been made available on the WEBSITE. The END-USER undertakes and shall ensure that its affiliates undertake to treat as confidential their individual logins and passwords and shall use reasonable degree of care to protect their confidentiality. 

It is understood that the END-USER shall remain liable for any consequence arising out or related with any loss, misuse or unauthorized use of the individual login and password by the END-USER, its affiliates and/or any third party. In no event shall Airbus DS be liable in case of misuse of identity. 

The END-USER undertakes and shall guarantee that any affiliate undertakes to promptly inform Airbus DS in writing in the event any of its Users ceases to be a User of the WEBSITE for any reason, including but not limited if the individual user ceases to be an employee of the END-USER and/or affiliate. 

All personal data of the END-USER shall be processed by AIRBUS DS in conformity with the privacy notice available on the WEBSITE at the following web address: privacy-policy

No END-USER is granted an exclusive right to use any PRODUCT.

The END-USER commits, for a period of five (5) years from the date of issuance of AIRBUS DS’ PURCHASE ORDER confirmation or proposal, to consider confidential all information, of any nature whatsoever, which it may have obtained as a result of or in connection with AIRBUS DS’ technical or commercial proposal or of the supply of any PRODUCT. The END-USER guarantees AIRBUS DS that its personnel and sub-contractors shall comply with and maintain the confidentiality of the said information. Any breach of the confidentiality clauses linked to this contractual relationship shall lead to termination of such contractual relationship by service of notice by AIRBUS DS upon the END-USER such termination to take effect on the date specified in the notice, without any liability on the part of AIRBUS DS.

Neither Party will be liable for failing to meet its contractual obligations if such failure is due to the occurrence of a Force Majeure event. 

A Force Majeure event shall include but not be limited to any occurrence beyond the reasonable control of AIRBUS DS, of any nature whatsoever, and in particular all breakdowns or failure whether in whole or in part of a satellite, or the related ground system, natural catastrophes, bad weather, fires, collective work disputes, strikes, sabotage, embargoes, interruptions or delays in the transport or means of communication, war, acts, epidemics, pandemics, quarantine restrictions, , governmental (including any public agency) or U.N. decision (including the refusal, suspension, withdrawal or non-renewal of Governmental Approvals resulting from any change in law or regulation affecting any GOVERNMENTAL APPROVAL or the process for or manner in which it is to be applied for or maintained) or any reason whatsoever, in particular those decisions requesting suspension of the transmission of telemetry or distribution of data) or regulations issued by a government, by civil or military authorities (including delays in the obtainment of authorizations or licenses of any sort), by the U.N., which may occur as from the date of the PURCHASE ORDER and would prevent its total or partial execution.

Each of the Parties agrees to give written notice containing relevant details as soon as possible upon becoming aware of an Event of Force Majeure and the unaffected Party shall grant a reasonable extension of time for the performance of the relevant obligations of the Party so affected.

A right to termination is given as set out in Condition 13 below. 

13.1 Termination for cause

AIRBUS DS may terminate a BPO and/or agreement immediately upon notice to END USER (reserving cumulatively all other remedies and rights under these Conditions and in law) and such termination to take effect on the date specified in the notice, if:

1. the END-USER is, or any of its personnel or subcontractor are in breach of these Conditions, or any other agreement with AIRBUS DS,
2. END-USER has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of END-USER’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding, 
3. the whole or part of the price is not paid on the due date, 
4. END-USER its Affiliates, executives, employees, or any individuals or companies that may be involved, directly or indirectly, in the performance of the BPO and/or agreement, has/have violated, has/have caused AIRBUS DS to violate, or is/are about to engage in activity that exposes AIRBUS DS to the risk of violating any applicable law or any compliance related provisions of a BPO and/or agreement.

In case of termination for cause, advance payments paid of the price for sales not provided shall be retained by AIRBUS DS without prejudice to any other dues, costs, interests or damages that the END-USER may be ordered to pay.

13.2 Other cases of termination

13.2.1

Either Party shall be entitled to terminate all BPO and/or agreement in case of a Force Majeure event persisting for more than ninety (90) days, by providing a termination notice in writing to the other Party at least 7 days prior to the effective date of such termination.

13.2.2

AIRBUS DS may terminate a BPO and/or agreement immediately upon notice to END-USER and such termination to take effect on the date specified in the notice, in the following cases: 

1. Immediately, in case of a failure of the satellite (in whole or in part) in orbit or the related ground segment used for the acquisition, such that AIRBUS DS is not able to provide, collect or produce the PRODUCT or provide the service,
2. If Airbus DS’ relationship with a third-party partner who provides software or other technology Airbus DS uses to provide the PRODUCT expires, terminates or requires Airbus DS to change the way it provides the software or other technology as part of the PRODUCT,
3. If Airbus DS believes that providing the PRODUCTS could create a substantial economic or technical burden or material security risk for Airbus DS,
4. If Airbus DS determines that the delivery or use of PRODUCTS by the END-USER or any of its contractors has become impractical or unfeasible for any legal or regulatory reason.

13.2.3

In addition, AIRBUS DS shall have the right in its absolute discretion to terminate all BPO for convenience, before the term specified in the applicable EULA upon notice to END-USER and such termination to take effect on the date specified in the notice.

13.3

Upon any termination or expiration of the BPO and/or agreement, all rights herein granted by Airbus DS shall terminate and be of no further force or effect.

Notwithstanding the foregoing, the following Conditions will survive the termination or expiration of a BPO and/or Agreement: the Conditions 7 – Warranty / Liability, 6 - Payment, 11 - Confidentiality, 13 - Termination, 9 - Personal data protection and 16 - Compliance with laws.

The applicable law and exclusive place of jurisdiction is as specified in the EULA. By default, the Conditions shall be governed by and construed in accordance with the laws of France and disputes shall be referred to the courts of Paris, France. 

15.1

The Parties shall be responsible for complying with all applicable national and international laws and regulations applicable to import, export, re-export and transfer/re-transfer. The END-USER is advised that the PRODUCT may be subject to government export regulations. Accordingly, the END-USER agrees that no PRODUCT will be exported from the territory where payment is received for the PRODUCT without obtaining the prior approval in writing of all regulatory authorities at no cost to AIRBUS DS. 

15.2

Each Party represents to the other that it is not a SANCTIONED PERSON. If, at any time during contractual relationship, (i) a Party becomes a SANCTIONED PERSON, or (ii) the performance of a Party’s obligations under a PURCHASE ORDER and/or agreement would constitute a breach of SANCTIONS AND EXPORT CONTROL LAWS, then any Party shall promptly notify the other Party and has the right to suspend or terminate a BPO and/or agreement at any time with immediate effect without any liability for the non-sanctioned Party towards the other Party, upon notice to the other Party.

AIRBUS DS shall be entitled to terminate a BPO and/or agreement if the END-USER is in violation of Sanctions and Export Control Laws or in breach of this Condition 15. 

The END-USER hereby undertakes to indemnify AIRBUS DS against any claims, losses, damages or expenses incurred by AIRBUS DS as a result of any breach by the END-USER of this Condition 15.

15.3

The END-USER hereby expressly recognizes and accepts that governmental authorities may, pursuant to applicable export and space law and regulation, limit the conditions of acquisition, distribution and delivery of PRODUCTS/SERVICES. Under the L.O.S., the French governmental authorities control space operations and satellite imagery data collection and dissemination to best serve national security and foreign policy interests as well as international agreements and may, temporarily or permanently, prohibit and/or limit the collection and/or dissemination of high-performance resolution satellite imagery data. The L.O.S. authorizations and restrictions cover images distribution from AIRBUS DS to the END-USER and, when applicable, images redistribution by the END-USER to further end-users.

15.4

AIRBUS DS shall use reasonable efforts to obtain, without onerous or unusual conditions, the national GOVERNMENTAL APPROVALS necessary to perform the BPO and/or agreement into its own territory, with the END-USER assistance if needed. 

15.5

The END-USER undertakes to use each PRODUCT in compliance with SANCTIONS AND EXPORT CONTROL LAWS, including the L.O.S. Unless authorized under SANCTIONS AND EXPORT CONTROL LAWS neither party will directly or indirectly sell, import, export, re-export, lease, sublease or use PRODUCT/SERVICES to or in (a) any country which is the subject of commercial, economic or financial restrictions pursuant to any applicable Sanctions and Export Control Laws and/or (b) to any Sanctioned Person.

15.6

The END-USER hereby undertakes to indemnify AIRBUS DS against any claims, losses, damages or expenses incurred by AIRBUS DS as a result of any breach by the END-USER of this condition 15.

16.1

The END-USER hereby undertakes to comply at all times with all applicable laws and regulations and to inform AIRBUS DS of any change in any applicable laws or regulations in the territory or its place of incorporation and/or principal place of business or other jurisdiction that might affect the END-USER’ performance of a BPO and/or the agreement or any terms thereof.  In particular, the END-USER, its executives, employees, end-users and any individuals or companies that may be involved, directly or indirectly, in the performance of a BPO and/or the agreement shall comply with all applicable anti-money laundering, counter-terrorist financing, export control and economic sanctions laws and regulations and any Applicable International Anti-Corruption Laws, including by refraining from: 

(i)           Offering, promising, arranging for or paying, either directly or indirectly, anything of value (including but not limited to monies, gifts and entertainment and special favors) to any individuals, for the purpose of improperly inducing that individual to perform or fail to perform his/her official duties to assist the END-USER or AIRBUS DS in obtaining business, retaining business or securing any improper advantage;

(ii)          Offering or paying facilitation payments, i.e. unofficial payments to Public Officials to speed up or obtain routine governmental actions, such as obtaining permits, licenses, visas, work orders, providing police protection, inspections associated with contract performance or transit of goods across the country. 

(iii)         Seeking, accepting, or paying for any confidential, non-public information regarding competitors, tenders and technical specifications, bids and bid prices.

(iv)         Engaging in any action or allow any such action to take place which could, as a result of the enforcement of the Applicable International Anti-Corruption Laws: (a) render Airbus DS, its representatives, employees or shareholders liable; or (b) lead to the commencement of investigations or legal or administrative proceedings against AIRBUS DS, its representatives, employees or shareholders in any jurisdiction.

16.2

The END-USER shall report immediately to AIRBUS DS any request or demand for undue financial advantage and any violation of any applicable laws or regulations with respect to the performance of this Agreement by itself or its Affiliates, subsidiaries, end-users, executives, employees, agents or any individual or company that may be involved in performing a BPO and/or the agreement.

16.3

On request from AIRBUS DS, the END-USER shall demonstrate the means implemented in order to ensure its full compliance with the provisions hereof and all national and international anti-corruption laws and regulations, and AIRBUS DS reserves the right to audit such compliance. 

16.4

The END-USER shall indemnify AIRBUS DS against any and all losses, claims, costs, damages or expenses incurred by the END-USER and/or its Affiliates or for which the END-USER and/or its Affiliates may become liable, arising from a breach of any of its obligations under a BPO and/or the agreement.

If AIRBUS DS does not enforce any of the Conditions, this shall not be interpreted as constituting a waiver, by AIRBUS DS, of any one of its rights, nor shall it affect the validity of all or part of the Conditions, nor shall it constitute a bar to any future action by AIRBUS DS. Any amendment or modification of the Conditions shall not come into effect until it is signed by the duly authorized representative of each of the Parties.

Any other terms and conditions that the END-USER purports to impose or incorporate, or which are implied by custom, trade, practice or course of dealing shall be ineffective against AIRBUS DS. 

If a bespoke agreement concluded with the END-USER for the PRODUCT expressly derogates from Conditions, the remaining provisions of the Conditions shall remain in full force and effect to the extent that they do not conflict with such bespoke agreement.