Version 1.1 · Effective 2026-05-05
By ordering, installing, connecting or making use of Gridsat's goods or services, or by indicating your acceptance of this Agreement in any other way, you agree to be bound by these Terms and Conditions as well as Gridsat's Privacy Policy, Acceptable Use Policy and all other policies referred to in this document or published on the Gridsat Portal.
Your attention is drawn in particular to the following clauses. What follows is a summary for your convenience and does not form part of the agreement between you and Gridsat. It is your responsibility to read the clauses that are referred to:
Gridsat is a reseller of Starlink services and equipment, and the Customer wishes to acquire these services and equipment from Gridsat. Accordingly the two parties have entered into an agreement, of which these Terms and Conditions form a part, to govern their relationship.
In this Agreement the following meanings shall apply (save where the context otherwise requires):
"Acceptable Use Policy" means Gridsat's Acceptable Use Policy published on the Gridsat Portal.
"Affiliate" means, in relation to a Party, the Party's holding company, its subsidiaries, the subsidiaries of its holding company and any other companies which, directly or indirectly, is controlled by the Party, controls the Party or is under common control with the Party.
"Agreement" means this document, the Cover Sheet, any Orders as well as any annexures to this document, as well as documents incorporated by reference, which are all deemed to form part of the agreement, as amended from time to time in accordance with the terms hereof.
"Business Day" means any day other than a Saturday, Sunday or official public holiday in the Kingdom of Lesotho.
"Charge" means any amount charged by Gridsat to the Customer under this Agreement, and includes Service Fees, Kit provision and delivery charges and charges for ancillary services.
"Consumer Protection Act" means the Consumer Protection Act 2003 of Lesotho (or any successor legislation), as amended.
"Emergency Maintenance" means maintenance intended to remedy existing circumstances or prevent imminent circumstances that are likely to cause danger to persons or property, an interruption to the Services, or substantial damage or loss to Starlink, Gridsat, the Customer, or any third party.
"Gridsat SLA" means a service level agreement (if any) entered into between the Parties to govern provision of the Services.
"Intellectual Property" means copyright, patents, registered designs, trademarks (whether registered or not), trade secrets, database rights, design rights, service marks and other intellectual property rights and rights to claim something as confidential information, including in other jurisdictions that grant similar rights.
"Kit" means the Starlink equipment provided by Gridsat to the Customer for provision of the Services and more particularly detailed in an Order.
"Law" means any statute, regulation, bylaw, ordinance or subordinate legislation in force from time to time to which a Party is subject; the common law as applicable to the Parties from time to time; any binding court order, judgement or decree; any applicable industry code, policy or standard enforceable by law; or any applicable direction, policy, rule or order that is binding on a party and that is made or given by any Authority, in any territory that is applicable to this Agreement.
"Party" means either of the signatories to this Agreement and "Parties" means both of them collectively.
"Personnel" means any director, employee, agent, consultant, contractor or other representative of a Party.
"Order" means an order submitted by the Customer for the Services and/or Kit.
"Gridsat Portal" means the facility made available by Gridsat on its website which allows the Customer to order and manage the Services and Kit.
"Sanctions" means any laws, rules, regulations or executive orders relating to economic, financial, or trade sanctions implemented or enforced by: the U.S. Government including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury and the U.S. Department of State and/or any other relevant governmental authority that implements or enforces economic, financial, or trade sanctions.
"Service Fee" means the fees charged by Gridsat to the Customer for use of the Services as detailed in an Order.
"Services" means the services described in clause 6 and detailed in an Order.
"Starlink" means Starlink Internet Services Limited having its registered office at Floor 3, Block 3, Miesian Plaza, Dublin 2, D02 Y754, Ireland.
"Starlink Customer Portal" means the website published by Starlink at URL www.starlink.com, (including subdomains) or such other URL as Starlink may choose from time to time.
"Starlink SLA" means service level agreement for a particular Service published by Starlink on the Starlink Customer Portal, as amended from time to time.
"Starlink Specifications" means the specifications of the Starlink Services and Starlink Kit published by Starlink on the Starlink Customer Portal, as amended from time to time.
3.1 Appointment. Gridsat will supply the Services and Kit to the Customer as described in this Agreement.
3.2 Term of Agreement. The Agreement will be in force from the date on which the Customer indicates acceptance of the terms of this Agreement or commences use of the Services, whichever is earlier, and will continue indefinitely as long as there are active Orders. The Agreement will automatically terminate six (6) months after the termination of the last active Order, or otherwise as described elsewhere in this Agreement.
4.1 Ordering of Services and Kit. The Customer may order Services and Kit only via the Gridsat Portal by completing an Order, unless otherwise agreed in writing. The Order will include without limitation the required Services and Kit, the Customer identity and contact details, the location of the intended Service access and/or use of the Kit and any other information that Gridsat may reasonably require. The Customer is solely responsible for ensuring that the choice of Services and/or Kit conforms to its requirements or desired outcomes. Gridsat will not be liable for compensation, costs or damages resulting from incorrect selection of Services or Kit, or resultant delays in rectifying such errors.
4.2 No Guarantee of Availability. Gridsat does not guarantee the provision of the requested Service or Kit upon the receipt of an Order. Services may not be available in all locations and are contingent upon network availability and Starlink's approval. Provision of any Service is subject to Gridsat confirming that it is technically feasible to do so. Certain Service Plans may only be available under limited circumstances. Provision of Kit is subject to technical feasibility as well as availability of the requested model.
4.3 Consent to credit check. The Customer consents to Gridsat carrying out a credit check on the customer at any applicable credit bureau, and may make the provision of the services dependant on its satisfaction with the results.
4.4 Regulatory Compliance. Depending upon the Service provided, Gridsat may be obliged under applicable Law to obtain and verify certain information from the Customer before provisioning the Services or Kit, and Gridsat may withhold or suspend providing Services until the Customer has provided the necessary information to Gridsat.
4.5 Acceptance of Order. The Customer will be formally notified via the Gridsat Portal or otherwise in writing within one Business Day after receipt of an Order whether or not the Service and/or Kit can be provided, and that the Order has been accepted. Gridsat will not be bound to deliver Services or Kit until it has accepted the Order.
4.6 Requirement for Surety. If the Customer is a juristic person, Gridsat may require one or more of its officers to stand surety for the Customer's obligations under this Agreement. Even if the Agreement has commenced, Gridsat may withhold providing the Services and/or Kit until the surety has been signed.
4.7 Cancellation of Order. Either Party may terminate an Order and hence the provision of Services in respect of that Order on 30 days' notice. In the case of the Customer, notice must be given via the Gridsat Portal.
4.8 Cooling-off Period. If the Customer is a natural person then he/she is entitled to a seven (7) day cooling-off period described in section 44 of the Electronic Communications and Transactions Act (the "ECT Act") and may cancel, without reason and without penalty, any purchase of Kit within seven (7) days after receipt of the Kit, and the Services with in seven (7) days after acceptance of the relevant Order, unless the Service has been initiated with the Customer's consent within this period. A full refund of any payment made by the Customer will be made by Gridsat within 30 (thirty) days after the date of cancellation.
4.9 Upgrades and Downgrades. To upgrade or downgrade the Services data plan, the Customer must provide a written notice to Gridsat at least seventy-two (72) hours in advance of the desired effective date of the change (charges may apply).
4.10 Termination of fixed-term Orders. In the case of fixed-term Orders for Services, if the Customer is a natural person, then Gridsat will give the Customer written notice that the current period of an Order is coming to an end. This notice must be given not more than 80 (eighty) and not less than 40 (forty) Business Days before the expiry of the current period, and will state the following:
5.1 Acceptance of Order. No Kit will be delivered until the relevant Order has been accepted as described in clause 4, and any advanced payment has been received.
5.2 Shipping and Delivery. Gridsat will only be obliged to ship or make delivery of any Kit to the Customer at a location as agreed and detailed in the relevant Order. Gridsat will nominate the carrier of its choice to deliver the Kit, and the Customer will be liable for the cost of delivery, shipping, handling and any applicable taxes, which will be non-refundable.
5.3 Risk and Ownership. Risk in the Kit will pass to the Customer on delivery to the Customer. If the Kit is sold by Gridsat to the Customer, then ownership will also pass to the Customer on delivery of the Kit to the Customer. However if supply of the Kit is subject to a lease, hire-purchase or similar agreement between the Customer and Gridsat or a third party, then ownership of the Kit will be governed by that other agreement.
5.4 Damage in Transit. The Customer has forty-eight (48) hours from the time of delivery in which to reject Kit in case of damage during transit.
5.5 Software. The software installed on the Kit is not sold to the Customer, but is licensed to the Customer on a non-exclusive, non-transferable and revocable basis. Use of the software is subject to Starlink's Software License & Usage Terms as described in clause 15.4.
5.6 Installation. If the Customer elects in the Order to have the Kit installed, then Gridsat will appoint a third party contractor to install the Kit at the premises and in the manner described in the Order. The Customer must provide the contractor with reasonable access, facilities, and cooperation to carry out the installation safely and without delay.
5.7 Manner of Kit Installation. Kit must be securely installed in a location with a clear field of view and in accordance with the Starlink Install Guide (available via the Starlink Customer Portal). Do not install under a radome; doing so may adversely affect terminal performance. The Customer is also responsible for installing the Kit securely so that it will not become dislodged due to weather or other external factors. It is the Customer's responsibility to ensure compliance with all applicable building codes, zoning, or 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 Kit. The Customer is 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 Kit. Should use of the Services require any construction or alteration to property, neither Gridsat or Starlink is obliged to reimburse any expenses or restore property to the same physical state as prior to delivery of Services. If the Customer requires a permanent roof mount installation, it acknowledges the potential risks associated with this type of installation, including, without limitation, with respect to any warranty that applies to penetration of a vehicle/vessel roof, building roof or roof membrane.
5.8 Modifications During Integration or Installation. The Customer must not modify the Kit in any way that is not in accordance with the Starlink Install Guide, or in any other way that could affect the transmission characteristics of the Kit, including installation under a radome, without Starlink's prior approval. If installation or modification of Kit has, in Starlink's sole discretion, resulted in material degradation of the Service or Kit, this may void any Starlink Warranty on the Kit.
5.9 Installation by Gridsat. If the Customer has engaged Gridsat to install the Kit, and the Customer cancels the installation on less than 48 hours' notice, Gridsat may charge a cancellation charge of 100% of the quoted installation fee.
5.10 Installation for Use on Moving Vehicles. The Customer must take proper precautions if installing Kit to be used on a moving vehicle or vessel. The Customer is responsible for ensuring that the antenna mount is installed on a structurally sound, horizontal surface. Kit must not be mounted 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.
5.11 In-motion use prohibited for undesignated equipment, countries and uses. Kit must not be installed or used on a moving vehicle or vessel unless Starlink has designated that specific Kit model and/or mount for in-motion use and has obtained all required in-motion approvals in the country of use. Notwithstanding the foregoing, use or installation of Kit on an aircraft of any kind is prohibited in all cases. Services in-motion on an aircraft vehicle or vessel (e.g., cars, vans, RVs, boats) via an unauthorised Kit or country is prohibited, will void the limited warranty of the Kit, and may be grounds for termination of this Agreement. Visit our Kits page for a description of the Starlink kit models designated for in-motion use.
5.12 Transfers of Kit. If the Customer wishes to transfer Kit to another user, it must request Gridsat to "unlock" the Kit as described in the Portal, which will incur a Charge.
6.1 Provision of Starlink Services. Gridsat will provide the Customer with access to Starlink's two-way satellite-based internet service as described in the Starlink Specifications subject to the conditions set out in this Agreement and the Orders.
6.2 Ancillary Services. Gridsat will provide ancillary services to the Starlink services described in clause 6.1, such as traffic shaping which are described in the Portal and will be provided as set out in the relevant Orders.
6.3 Gridsat SLA. Provision of the Services will meet the terms of Gridsat SLA, if one has been entered into between the Parties.
6.4 Starlink SLA. Certain Services, such as the "Priority Plan" may be subject to a Starlink SLA as described in the Order. Gridsat will be bound by the terms of the Starlink SLA, subject to modifications required by context. Service credits due to the Customer under the Starlink SLA will be credited to the Customer's account by Gridsat. Such credits will however only be due if Starlink first allocates the corresponding service credits to Gridsat, and will be subject to an administration Charge as published on the Gridsat Portal.
6.5 Network Management Policies. Gridsat or Starlink may adopt reasonable network management policies to govern the Customer's use of the Services.
7.1 Support by Gridsat. Gridsat will provide support for the Services and Kit during business hours. If the Customer has entered into a Gridsat SLA, then support will be provided in accordance with the Gridsat SLA.
7.2 Installation. Should Gridsat arrange installation of the Kit, this service will be provided to the Customer by a third party, and Gridsat does not provide support in this regard.
7.3 No approach to Starlink. The Customer should not approach Starlink for support for the Services or Kit, as this function is the responsibility of Gridsat.
8.1 Pricing. The Service Fees and other Charges are displayed on the Gridsat Portal as updated from time to time. Gridsat may change the Service Fees at any time by publication on the Gridsat Portal, and will also make best efforts to send notice to the email address provided to it by the Customer. Gridsat may change the Kit prices and other Charges at any time without notice. It is Customer's duty to check the current Charges by referring to the Gridsat Portal.
8.2 Fees. The Customer will pay Gridsat for provision of the Services and Kit as follows, unless otherwise agreed in writing:
8.3 Payment.
8.4 Payment by Debit Order. Gridsat may at its sole instance require the Customer to make payment by way of debit order.
8.5 Interest on Outstanding Amounts. Any amount which remains unpaid beyond the date upon which it becomes owing will attract interest at a rate of 2% (two percent) above the prime lending rate published by the Central Bank of Lesotho (Lesotho Bank) from time to time. Such interest will be calculated on a daily basis, from the due date of payment to the date of actual payment, both days inclusive, compounded monthly in arrears and Customer agrees and undertakes to pay such interest.
8.6 Taxes. Unless otherwise agreed in writing, all amounts to be paid by the Customer to Gridsat in terms of this Agreement are exclusive of any VAT, export duties and any other taxes, duties, fees, costs, and charges raised on the provision of the Services or sale (or lease) of the Kit, or which may be attributable thereto, which will be paid by Customer in addition to the amounts set out in this Agreement.
8.7 Allocation. Gridsat may allocate amounts received from the Customer in terms hereof as follows: firstly towards interest and reimbursement of expenses, secondly towards Service Fees, and thirdly to Charges payable to purchase Kit.
8.8 Form of Invoice. The Customer consents to the receipt of tax invoices in electronic form.
8.9 Onus of Proof. Gridsat's monthly statement of charges shall be prima facie proof of the amounts owed by the Customer to Gridsat in terms hereof and of the other facts stated therein and should Customer dispute any aspect of such statement, then Customer will bear the onus of proving that Gridsat's statement is incorrect in such respect.
8.10 Recovery of Fees and Charges. If Gridsat institutes legal action for the recovery of outstanding Fees and/or Charges, then the Customer will be liable to pay the costs of suit on the scale as between attorney and own client.
9.1 Suspension by Starlink. Starlink may suspend the Service in its sole discretion when it is necessary to make improvements to carry out necessary maintenance, or if the Customer is in breach of any of the Starlink Policies. Gridsat will endeavour to notify the Customer of the anticipated commencement time and duration of the suspension as soon as it is informed by Starlink, but Gridsat makes no representation or warranty that it will be able to do so, or that such suspensions will be resolved in compliance with the Gridsat SLA.
9.2 Suspension by Gridsat. Gridsat may suspend provision of the Service to the Customer, subject to this Agreement or Acceptable Use Policy, for period that is reasonable under the particular circumstances that gave rise to the suspension and in its absolute discretion where:
9.3 Notice of Suspension. Gridsat may suspend Service as set out in clause 9.2 immediately and without notice, depending on the severity of the breach, but will endeavour to notify the Customer in advance where possible.
9.4 Routine Maintenance. Gridsat may suspend access to the Gridsat Portal for routine maintenance, which will be conducted after business hours and with at least a week's prior notice to the Customer.
9.5 Reconnection Fee. Reconnection of any Service suspended may be subject to a reconnection Charge under certain circumstances, which will be published on the Gridsat Portal from time to time.
10.1 Customer System. The Customer is responsible for obtaining, installing and maintaining all hardware and software required to access the Services (apart from the Kit which is dealt with herein), unless otherwise agreed in writing.
10.2 Acceptable Use. The Customer must not use, or permit others to use, the Services in ways that (a) violate any applicable Law, (b) violate this Agreement (c) infringe the rights of others, (d) interfere with the users, Services, or Kit of the Starlink network or other networks, or (e) are outside the use restrictions set out in the Order. The Customer must comply with Gridsat's Acceptable Use Policy and must also comply with the following Starlink Policies: Starlink Privacy Policy, Starlink Acceptable Use Policy, Starlink Fair Use Policy, Starlink Software License & Usage Terms, and all other relevant policies that are available on the Starlink Customer Portal. The Customer is responsible for complying with the terms for any third-party services that it subscribes to using the Services.
10.3 Business Use Only. The Customer must use of Services for its own internal use and not for resale (whether bundled with other services or not). It may not sub-licence or sub-contract its rights to access and use the Services or Kit or permit any unauthorised person to access or use the Services or Kit. The Customer is not a private consumer (a person who makes use of the Services in a way wholly or mainly unrelated to its business or profession) and the Services may not be used for any personal or household purpose.
11.1 Compliance by Gridsat. Gridsat is obliged to comply with certain Laws relating to amongst other matters online content, interception of communications, cybercrime, telecommunications regulation, and data privacy, and Gridsat's compliance with these Laws may require measures that would otherwise be infringements of the Customer's privacy (or that of its users of the Services), such as interception of communications or the examination of the Customer's data. No action will lie against Gridsat for any damages that the Customer may suffer as a result of these measures.
11.2 Compliance by Customer. The Customer undertakes that:
11.3 Sanctions. The Customer must comply with all applicable Sanctions, and not deliver, transfer, export, or re-export any of the Services, hardware, software, technical data or other information, directly or indirectly, to any individual or entity that is: (i) designated or identified on any list of persons that are the subject or target of Sanctions, including, without limitation, the Specially Designated Nationals List, Denied Persons List, Entity List, or any other similar applicable government list, or (ii) located, organised or resident in a country or territory that is the subject of comprehensive Sanctions, including, as of the date hereof, Belarus, Cuba, Iran, North Korea, Russia, Syria and the Crimea region of Ukraine; (iii) owned or controlled by, or acting for on behalf of, any individual or entity described in the foregoing subsections or which is (iv) otherwise the subject or target of Sanctions.
11.4 In-motion use. Use of Starlink Services in-motion may require additional authorisations. Starlink may seek authorizations for the Customer to use the Service and Kit in-motion within the territorial waters, airspace or on land for certain jurisdictions. However, Customers 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 authorisations, where necessary, and (c) ceasing use of the Services or Kit where necessary based on the Kit's geographical location.
12.1 Amendment. The Services, available Kit, and the terms of this Agreement may be amended or discontinued at any time on notice to the Customer. Starlink may also change the Starlink Specifications from time to time. By continuing to use the Kit or the Services the Customer agrees to any such amendments or changes.
12.2 Notice of Amendment of Agreement. Gridsat will give at least 14 (fourteen) days' written notice of any amendment to the Agreement, which will become effective at the end of the notice period. If the Customer objects to any amendment, it may terminate the Agreement immediately during the notice period.
12.3 Manner of Notice. The amended documents will be posted on the Gridsat Portal, and Gridsat will as soon as possible after posting the amendments make reasonable efforts to advise the Customer of them by email and on the Gridsat Portal. The Customer also has a duty to keep itself informed of the latest version of the above documents by accessing the Gridsat Portal on a regular basis.
The customer expressly agrees that Gridsat may collect, use and share the customer's personal information that the customer has provided in using the services for the purpose of providing the Services and operating Gridsat's business, and in accordance with applicable data protection law.
14.1 Undertaking. Both Parties undertake that they will not during the term of this Agreement and for a period of 12 (twelve) months after the termination thereof for any reason, directly or indirectly employ or persuade, induce, encourage or procure any employee of the other, or any person who was an employee of the other during the previous 12 (twelve) months, to become employed by or through them or to terminate his or her employment with the other or any of its subsidiaries.
14.2 Unsolicited Applications. The provisions of clause 14.1 do not prohibit either of the Parties from giving consideration to any application for employment submitted on an unsolicited basis or response to a general advertisement of employment opportunities.
14.3 Waiver of Undertaking. The Parties may agree in writing to waive the provisions of clause 14 in respect of one or more individuals.
15.1 No assignment or licence. Nothing in this Agreement will be interpreted as an assignment of any Intellectual Property owned by Gridsat or Starlink to the Customer, nor as a license to the Customer to use any such Intellectual property, unless expressly stated in this Agreement or otherwise in writing.
15.2 Licence of Customer Data. The Customer hereby grants to Gridsat a non-exclusive, royalty-free, world-wide licence to use, copy, reproduce, and manipulate data provided by the Customer or resulting from the Services for the purposes of using the data for the provision of the Services.
15.3 Starlink Trade Marks. The Customer is not permitted to, and may not use, in any way, or for any purpose, any of Starlink's trademarks.
15.4 Starlink Software Updates and License Terms. Software copies and updates installed on the Kit are not sold, only licensed to the Customer (on a non-exclusive, non-transferable, limited and revocable basis), for use as installed on the Kit and subject to the Starlink Software License & Usage Terms. Starlink reserves all Intellectual Property rights and other rights and interests in the Kit, the Services, and the software, and grants no license, except as expressly granted in this Agreement.
15.5 No reverse-Engineering. The Customer may not copy, modify, disassemble, decompile, reverse engineer, create derivative works of, or make any other attempt to discover or obtain the source code for any of the software or systems which deliver the Services or which are installed on the Kit.
15.6 Notification of Breach of IP Rights. The Customer must notify Gridsat as soon as reasonably practicable of any infringement of Intellectual Property in or to the Services or Kit.
16.1 Acknowledgment of Confidentiality. Each Party acknowledges that material and information which it may receive directly or indirectly from the other Party in connection with this Agreement or the performance hereof, and which the other Party designates as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential ("Confidential Information"), is to be considered confidential and proprietary data, whose disclosure to or use by third parties will be damaging to the other Party.
16.2 Duty of Confidentiality. Both Parties, therefore, agree to hold such material and information in strictest confidence, not to make use thereof other than for the performance of this Agreement, to release it only to Personnel reasonably requiring such information, and not to release or disclose it to any other party, unless required by law or with the written permission of the other Party.
16.3 Exclusion. Confidential Information will not include any information which:
16.4 Confidentiality – Access to Information. The Parties acknowledge and agree that the Confidential Information disclosed under this Agreement is provided in confidence by the Disclosing Party, and each Party undertakes to comply with its obligations regarding confidential information under applicable Lesotho law, including any applicable rights of access to information, to the extent applicable.
16.5 Duties on termination. Upon termination or expiry of this Agreement, the receiving Party must deliver to the disclosing Party or, at the disclosing Party's option, destroy all originals and copies of Confidential Information in its possession, including electronic copies of same.
16.6 Survival. The Parties' obligations of confidentiality under this Agreement will survive the termination of this agreement for any reason whatsoever.
17.1 Assumption of risk. The Customer agrees that use of the Services and the Kit, and such use by anyone using the Customer's account, is at the Customer's sole risk. The Customer will be responsible for the content of any transmission made using the Services. Services are not suited or intended as a mission critical or safety-of-life service.
17.2 Limited Warranty. The Kit and Services are novel, under development, and subject to change. Starlink will use reasonable efforts to facilitate that the Kit, at the time of delivery, substantially meets performance goals set forth in the Starlink Specifications. If Starlink releases an updated version of the Kit, the updated version will be of a comparable performance to the Kit purchased in the Order. Starlink performance goals will be amended by Starlink from time-to-time based on experience and innovation. This Limited Warranty must be exercised against Gridsat. All attempts to exercise the rights granted in this clause must be made to Gridsat and not to Starlink directly.
17.3 Exclusions of Warranty. Neither Gridsat nor Starlink is responsible for damage to the Kit after delivery, or for Kit or Service malfunctions resulting from: (a) manual re-pointing of the antenna; (b) repair, modification, or disassembly of Kit by anyone other than Starlink or its authorized agent; (c) failure to follow instruction, including by obstructing the Kit's field of view; (d) fire, flood, wind, lightening, 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 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 Starlink's control.
17.4 Disclaimer of Warranties. The Services and Kit are provided on an "as is" basis and "as available", and the Customer's use of the Services is at its own risk. Unless otherwise specifically stated in this Agreement, neither Gridsat nor Starlink make, and to the maximum extent permitted by law hereby disclaim all, warranties (whether express, implied or statutory) or other standards of performance, guarantees, or any other terms implied by law, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, requirement or use, non-infringement and any warranty arising out of course of performance, dealing or trade usage. Specifically, Gridsat and Starlink do not warrant that use of any or all of the Services, the Starlink Services, Kit and/or the Starlink Kit will meet the Customer's requirements, be uninterrupted, error free or completely secure.
17.5 No liability for connectivity. Gridsat does not and cannot control the flow of data to or from its network, the internet generally or any other channel for communicating data. Such flow depends in large part on the performance of internet and communication services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections. Although Gridsat will use reasonable endeavours to avoid such events, Gridsat cannot guarantee that such events will not occur. Accordingly, Gridsat disclaims any and all liability resulting from or related to such events.
17.6 Period of Warranty. The supplier warranty on the Kit is valid for a period of 12 months after the date of purchase by the Customer; however all warranty claims are subject to approval by Starlink.
17.7 Warranty Returns Process. If any Kit supplied under this Agreement fails to meet the limited warranty set out in clause 17.2 during the applicable warranty period, the Customer may notify Gridsat in writing, providing a detailed description of the fault. Upon receiving written confirmation from Gridsat that the warranty claim will be entertained, Gridsat will arrange for the return of the defective Kit to Gridsat at Gridsat's own risk and cost. Timeframes for returns will be governed by the time-frames set out in the Gridsat SLA if the Parties have entered into one.
17.8 Packaging and Risk. The Customer must ensure that all returned goods are securely packaged in accordance with the manufacturer's guidelines. Any damage to returned goods caused during transit or due to improper packaging or handling will void the warranty.
17.9 Replacement or Repair. Upon receiving the defective Kit and subject to verification and acceptance of the warranty claim by Starlink, Gridsat will arrange for either the repair of the returned Kit using new, different or refurbished device(s) or part(s), or its replacement with Kit of comparable specification. Gridsat will not be obligated to provide replacements prior to receipt and acceptance of the returned defective Kit. The replacement Kit will be shipped to the original destination as provided at the time of initial purchase at Gridsat's own risk and cost, unless otherwise agreed in writing. Should Gridsat reject a claim, it may recover the freight cost of returning the defective Kit to Gridsat; the Customer may also request that the Kit be returned to the Customer at its own risk and cost.
17.10 Warranty on repaired or replaced Kit. Kit that is repaired or replaced under the warranty will be subject to a warranty of the greater of 3 months or the remainder of the original warranty period.
17.11 Sole remedy. The remedies set out in this clause are the Customer's sole and exclusive remedies for breaches of warranty, service deficiencies, unavailability and other breaches by Gridsat or by Starlink.
17.12 Consumer Protection. If any applicable Lesotho consumer protection law applies to this Agreement, the provisions of this Agreement or of this clause 17 will not be interpreted in such a way as to exclude the Customer's rights under applicable mandatory consumer protection provisions of Lesotho law. Unless the contrary is stated elsewhere in this Agreement, the Customer will have no rights beyond those explicitly stated under applicable Lesotho law.
18.1 Damages. For the purposes of this clause "damages" means and includes:
18.2 Damages Excluded. To the extent permitted by applicable law and subject to clause 17.11 (Sole Remedy), neither Party will be liable to the other Party or any third party (including by way of indemnity) for any direct or indirect damages (including consequential, extrinsic, special or incidental loss or damages which will include but not be limited to loss of property or loss of profit, business, goodwill, revenue or anticipated savings), or aggravated damages, however arising, including without limitation by way of loss or corruption of data, computer failure, data security breach, malfunction or any losses arising out of or related to the Agreement, Services, or damages resulting from the kit installation, repair, removal, or other associated services.
18.3 Damages Limited. To the extent that Gridsat is found liable for damages, and to the extent permitted by Applicable Law, the total amount of Gridsat's liability to the Customer or any third party for damages will not exceed the aggregate of the Fees paid by the Customer for the Service from which the damages arose in the six (6) month period immediately preceding the date on which the cause of action arose.
18.4 Indemnity. The Customer will indemnify, defend, and hold Gridsat and Starlink harmless from all claims for damages brought against Gridsat or Starlink respectively by third parties relating to or arising from the agreement or customer's use of the Services or Kit. This includes but is not limited to use of the Services or Kit in ways that:
18.5 Consumer Protection. If any applicable Lesotho consumer protection law is applicable to this Agreement, and any provision of this clause 18 is found by a court or tribunal with jurisdiction over Gridsat to be unfair, unreasonable or unjust, then that provision will be severed from this Agreement to the extent necessary and the remaining provisions will continue to apply.
19.1 Termination for Convenience. Either Party may terminate the Agreement at any time on 30 (thirty) days' prior written notice to the other Party.
19.2 Termination for Cause. If either Party:
the other Party will be entitled either:
19.3 No Prejudice to Right to Compensation. The provisions of clause 19 will not affect the rights of the Parties to seek legal redress including a claim of damages in respect of a breach of any of the provisions of this Agreement, with the breaching party to pay the costs of suit on the scale as between attorney and own client.
19.4 Termination of Starlink Mandate. In the event that Gridsat is no longer able to provide the Services or Kit for any reason, including expiration, termination or cancellation of its agreement with Starlink under which the applicable Services or Kit are provided to the Customer ("the Supply Agreement"), this Agreement will immediately terminate on written notice to the Customer unless otherwise agreed to in writing by the parties. Notwithstanding the terms of this clause, Gridsat will use reasonable endeavours to provide the Customer with prior written notice of the expiration, termination or cancellation of the Supply Agreement as soon as same is within the knowledge of Gridsat.
20.1 Termination of Orders. If this Agreement is terminated, then that will have the effect of immediately terminating all active Orders and the provision of all Services to the Customer.
20.2 Amounts due to Gridsat. On termination of this Agreement for any reason, all amounts applicable to Services rendered supplied prior to termination will become due and payable immediately and Gridsat will refund any prepaid Fees in respect of Services not yet delivered.
20.3 Sales of Kit not affected. Orders for Kit that have been accepted by Gridsat are not affected by notice of termination of the Agreement by the Customer, and all such Orders will be fulfilled.
20.4 Accrued Rights. The expiry or termination of this Agreement will be without prejudice to any rights of the Parties accrued as at the date of such expiry or termination. On termination of the Supply Agreement, Starlink may elect to provide the Starlink Services and Starlink Kit direct to the Customer, and Gridsat shall be entitled to provide Starlink with Customer contact details for this purpose.
20.5 Refunds. On termination of the Agreement for any reason during any month or part thereof that the Customer has paid for in advance, no refund or other compensation will be provided to the Customer and Gridsat will have no other liability to the Customer whatsoever for any loss, damage, expense, liability or other cost howsoever incurred and whether directly or indirectly caused as a result.
21.1 Independent Contractor. The Parties agree that the relationship between them is one of commissioner and independent contractor, and nothing in this Agreement will be construed as giving rise to a relationship of employer and employee, whether between the Customer and Gridsat or between the Customer and any officer, employee or agent of Gridsat.
21.2 No employment. Neither Gridsat nor its employees, officers or agents is an employee of the Customer as defined under applicable Lesotho labour law, including the Labour Code Order 24 of 1992 of Lesotho or any similar statute. Nothing in this Agreement will be construed as constituting an employment or temporary employment arrangement under applicable Lesotho law.
21.3 No Agency, Partnership or Joint Venture. This Agreement does not give rise to a relationship of principal and agent, a partnership or a joint venture between the Parties. Neither Party will be entitled to conclude any agreement on behalf of the other, nor to sign any document on behalf of the other, and may not represent to any third party that it is empowered to do so, unless so specifically authorised in writing by the other.
21.4 No exclusivity. The relationship between the Parties will not be an exclusive one and both parties will be free to enter into agreements similar to this one with third parties.
21.5 Good Faith. Both Parties to this Agreement (including the employees, officers and agents of the Parties) undertake to use their best endeavours and exercise good faith in implementing the provisions of this Agreement according to its intent and purpose and they further undertake to pass such resolutions and do all such acts and deeds as may be necessary, to this end.
22.1 No assignment by Customer. The Customer may not cede, assign, delegate or otherwise transfer the benefit or burden of all or any part of this Agreement without the prior written consent of Gridsat.
22.2 Assignment by Gridsat. Gridsat will be entitled to cede and assign all rights and obligations in terms of this Agreement to its Affiliates or any successor of all or substantially all of the business or assets of Gridsat, provided that Gridsat must notify the Customer of such event within a reasonable time of it occurring.
22.3 Sub-contracting. Gridsat may sub-contract its obligations in terms of this Agreement to a third party, provided that:
22.4 No resale of Services. The Customer may not resell any Service or otherwise provide any Service to a third party for consideration, unless agreed in writing between the Parties.
23.1 Parties not liable for force majeure. Subject to due compliance with clause 23.2, neither Party will be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its reasonable control including without limitation any of the following: act of God, strikes, lock outs or other industrial action, sabotage, terrorism, civil commotion, riot, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, subsidence, epidemic or other natural physical disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, interruption of electricity supply, any act or policy of any state or government or other authority having jurisdiction over either Party, economic sanctions, boycott or embargo.
23.2 Duties in case of force majeure. In the event of either Party being so delayed or prevented from performing its obligations, such Party must:
23.3 Right to terminate. In the event that such delay or prevention continues for more than three (3) months, the Party whose performance is not delayed or prevented may terminate this Agreement on 30 (thirty) days' written notice to the other Party.
24.1 Addresses. The Parties choose their addresses where they will accept service of any notices or other communications under this Agreement, as set out on the Cover Sheet.
24.2 Language of Notices. All notices given in terms of this Agreement must be in English.
24.3 Deemed Delivery. Any notice given in terms of this Agreement must be in writing and any notice given by any Party to another ("the addressee") which:
24.4 Notice actually received. Notwithstanding anything to the contrary contained or implied in this Agreement, a written notice or communication actually received by one of the Parties from another, will be adequate written notice or communication to such Party should such receipt be proven.
24.5 Service of Process. The Parties choose as their addresses for service of legal process from or pursuant to this Agreement (domicilium citandi et executandi) as the physical addresses set out on the Cover Sheet.
24.6 Change of Address. Either Party will be entitled from time to time by written notice to the other to vary its given address to any other address which is not a post office box or to vary its other domicilium contact details.
25.1 Number & Gender. In this Agreement, unless the context requires otherwise, words importing any one gender will include the other genders; the singular will include the plural and vice versa.
25.2 Reference to Persons. A reference to natural persons will include juristic entities (corporate or un-incorporated) and vice versa. Reference to any Party will be interpreted to include reference to their successors or permitted assigns, unless the context indicates otherwise.
25.3 Local Definitions. Words and expressions defined in any clause will, for the purposes of that clause, bear the meanings assigned to such words and expressions in such clause. If it is clear from the context that the term so defined has application beyond the clause in which it was defined, it will bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that the term has not been defined in a definitions clause.
25.4 Substantive Provisions. If any provision is a substantive provision conferring rights or imposing obligations on any party, notwithstanding that it is only in a definitions clause, effect will be given to it as if it were a substantive provision in the body of the Agreement.
25.5 Technical Terms. Technical terms which are not defined bear the meanings generally assigned to them by persons knowledgeable in the field concerned.
25.6 Clause Headings. Clause and sub-clause headings have been inserted for convenience only and will not be used for nor assist or affect its interpretation.
25.7 Clause References. Unless otherwise stated herein, references to clauses, sub-clauses, schedules or paragraphs are references to clauses, sub-clauses, schedules or paragraphs of this Agreement, as the case may be.
25.8 Clause Numbers. Where a clause or sub-clause number is cited, such citation will be deemed to include reference to all sub-clauses of that numbered clause or sub-clause as the case may be.
25.9 Contra Proferentem Excluded. The rule of construction that an agreement will be interpreted against the party responsible for its drafting or preparation (contra proferentem) will not apply.
25.10 References to this Agreement. Unless otherwise stated in this Agreement, references in this Agreement to this Agreement or to any other agreement are references to this Agreement or such other agreement as varied, supplemented, substituted or replaced from time to time.
25.11 Enactments. References to any Law will be deemed to include references to such Law as re-enacted, amended or extended from time to time.
25.12 Means of Signature. Any reference in this Agreement to "signature", or the like, will include reference to a means of indicating intent as contemplated in any applicable Lesotho law governing electronic signatures and communications, including the Electronic Transactions and Commerce Act of Lesotho, as amended from time to time.
25.13 Date of Signature. Any reference in this Agreement to "date of signature", or the like, will be read as meaning a reference to the date of signature of the last party required to sign an agreement in order for it to come into existence.
25.14 Calculation of Days. When any number of days is prescribed in this Agreement, it will be reckoned excluding the first and including the last, unless the last day falls on a Saturday, Sunday or public holiday in the Kingdom of Lesotho, in which event the last day will be the next Business Day.
25.15 Counterparts. This Agreement may be executed in any number of counterparts (including electronic counterparts) and all of such counterparts taken together will be deemed to constitute one and the same instrument.
25.16 Language of Agreement. This Agreement is drafted in English. In the event of any translation, the English version will prevail.
26.1 Whole Agreement. This Agreement constitutes the whole of the agreement between the Parties hereto relating to the subject matter hereof and the Parties will not be bound by any terms, conditions or representations whether written, oral or by conduct and whether express or tacit not recorded herein. This Agreement replaces any previous agreement between the Parties relating to the subject matter of this Agreement, whether written or oral, and whether express or implied.
26.2 No Representations. The Parties warrant that they have not been induced to enter into this Agreement by any prior representations, warranties or guarantees, whether oral or in writing, except as expressly contained in this Agreement.
26.3 Variation. No variation, addition to or cancellation of this Agreement (and in particular this sub-clause of the Agreement) and no waiver of any right under this Agreement will be of any force or effect unless reduced to writing and signed by or on behalf of the Parties.
26.4 Warranty of Authority. The signatories hereto acting in representative capacities warrant that they are authorised to act in such capacities.
26.5 Continuing Binding Effect. This Agreement will be binding on and enforceable by the trustees, permitted assigns, liquidators or other legal successors of the Parties as fully and effectually as if they had signed this Agreement in the first instance and reference to any Party will be deemed to include such party's trustees, permitted assigns, liquidators or other legal successors, as the case may be.
26.6 Waiver. The failure by any Party to enforce any provision of this Agreement will not affect in any way that Party's right to require performance of the provision at any time in the future, nor will the waiver of any subsequent breach nullify the effectiveness of the provision. No waiver will be effective unless it is expressly stated in writing and signed by the Party giving it.
26.7 Governing Law and Jurisdiction. This Agreement will be governed and construed according to the laws of the Kingdom of Lesotho, excluding the United Nations Convention on Contracts for the International Sale of Goods, as amended, and all disputes, actions and other matters relating thereto will be determined in accordance with such law. The Parties agree to submit to the non-exclusive jurisdiction of the High Court of South Africa (Western Cape Division, Cape Town), regarding any and all disputes arising in connection with this Agreement.
26.8 Costs. Each Party will be responsible for its own legal and other costs relating to the negotiation of this Agreement.
26.9 Publicity. Neither Party will make or issue any formal or informal announcement or statement to the press in connection with this Agreement without the prior written consent of the other Party, provided that either Party may name the other of them as the customer or supplier, as applicable, and disclose the general nature of the overall arrangement between the Parties.
26.10 Reading Down. If a provision of this Agreement is reasonably capable of an interpretation which would make that provision valid and enforceable and an alternative interpretation that would make it void, illegal, invalid or otherwise unenforceable, then that provision must be interpreted, so far as is possible, to be limited and read down to the extent necessary to make it valid and enforceable.
26.11 Severability. If the whole or any part of a provision of the Agreement is void or voidable by either Party or unenforceable or illegal, the whole or that part (as the case may be) of that provision, must be severed, and the remainder of the Agreement will have full force and effect, provided such severance does not alter the nature of the Agreement between the Parties.
26.12 Survival. For the avoidance of doubt, any provision of this Agreement that anticipates any right or duty extending beyond the termination or expiry of this Agreement, or which of necessity must continue to have effect after such expiration or termination, will survive the termination or expiry of this Agreement and continue in full force and effect, notwithstanding that the provision itself does not expressly provide for this.
26.13 Consents. Unless specifically otherwise provided, any consent, approval or agreement to be provided by a Party in terms of this Agreement may not be unreasonably withheld or delayed.
For Starlink's policies, see the Starlink Acceptable Use Policy .