Terms and Conditions

General Terms and conditions

1. Introduction.
   The terms and conditions of Global Marine Technology Services Limited End User Agreement (“Agreement”) apply to any parts and all Services made available by Global Marine Technology Services Limited (GMTS), including any of its wholly owned subsidiaries. This, in association with any attached addendums, forms a contract between GMTS and each client referenced in any estimate, quote, invoice or solution document and thus binds the client for the terms set out within these documents.
2. Agreement Content.
   By purchasing a part or Service, Client agrees to abide by the terms and conditions of this
   Agreement and the terms of the applicable cost, pricing plan and/or rate sheets associated
   with the particular part of Service(s) selected by the client. GMTS shall not be bound by Subscriber’s terms and conditions in Subscriber’s purchase order with Service Providers or elsewhere.
3. Service Description.
   A “Service” may consist of any form of mobile communications service, such as remote access, Internet access, voice, data, facsimile and video supplied by GMTS. The Service may also consist of a Voice over Internet Protocol (“VoIP”) service supplied by GMTS, but excludes VoIP services provided by third parties, which are prohibited by the terms of this Agreement. GMTS may also provide a cellular roaming service, which is made available through a third party Service Provider under a separate contract and is not a part of the Service. GMTS may supply an Airtime Service to Subscribers using networks of various Service Provider(s).
4. Part Description
   A part may consist of individual components or a number of assembled or supplied individual parts that make up a hardware solution solely supplied by GMTS to the Client. This explicitly excludes any legacy parts that may be part of a solution supplied to the client.

5. Security Deposit.

In addition to information supplied by client GMTS may obtain client credit information from trade references and credit reporting agencies, and such other sources as GMTS deems necessary or appropriate. Based on this information and other factors GMTS deems relevant to client’s creditworthiness, including without limitation client’s payment history and/or usage patterns, GMTS may require client to make a security deposit as a payment guarantee. Such deposit shall be subject to increase or decrease as GMTS deems necessary (including based upon unusual or excessive usage) and shall not accrue interest unless required by law. Such deposit is not a credit against any payment obligations. GMTS will refund clients deposit upon termination of service. At GMTS’s sole discretion, client may receive Service prior to a credit review without waiving GMTS’s right to demand a security deposit from client and Service may be discontinued by GMTS should client not satisfy GMTS’s security deposit demand

6. Operation of clients Account.
   Client shall promptly notify GMTS of any changes in clients account information. All invoices and important notices are sent to client via electronic mail at the address indicated on the Activation Form, PO or accepted address on an estimate, quote or invoice and not receiving these documents will neither release client of its obligations under this Agreement, nor be deemed a valid excuse for non-payment. Failure by client to provide GMTS with accurate, complete, or updated account information in writing shall constitute a material breach of this Agreement and may result in immediate termination of this Agreement or suspension of clients account by GMTS. Client may notify GMTS in writing at any time of client’s designation of another person as an authorised user(s) of client’s account.
   If Client makes such designation, client gives GMTS permission to:

• Provide account information and services directly to such user(s) to the extent such information and services would otherwise be available to client, and
• Make changes to clients account as may be requested by such user from time to time in writing. Client agrees to accept financial responsibility for all decisions and changes made by such user(s) relating to client’s account. Client may remove an authorised user(s) from the account at any time by notifying GMTS in writing. Client requests to start, change, or discontinue Service will be accepted by GMTS only from client or its authorised user.
  Invoices will be sent to the email address above and will be “in advance”. Any sundry accounts such as VIOP usage if taken, will be in arrears and all invoices must be paid by wire transfer on demand, The deposit credit card will be run if funds are not received within 7 days of invoice.

7. Remedial Obligations
   If client believes that there has been any violation of any rights in terms of supply of the parts, warranty ( Not withstanding our warranty terms which must be read in conjunction with these general conditions ) or any service the client shall contact GMTS immediately in writing ( email accepted) and provide:
   • The nature of the alleged violation, along with any supporting evidence;
   Where a violation of the use of Service restrictions is found to have occurred, GMTS shall have full discretion to determine the response that is appropriate in the circumstances, including any one or more of the following actions:
   • Suspend the Clients Services
   Where a violation of any rights in terms of incorrect supply of parts is found to have occurred, GMTS shall have full discretion to determine the response that is appropriate in the circumstances, including any one or more of the following actions Replace the parts at no cost to the client Replace the parts at a shared cost to the client And in all cases the terms of our warranty agreement take precedence.
8. Use and Control of Information.
   GMTS or its Service Providers may, without obligation, liability or notice, except to the extent prohibited by applicable law, distribute, load, sell or otherwise share with other persons or entities client account information as well as aggregated information. Aggregated information includes information constituting or descriptive of demographic information, habits, usage patterns, preferences, survey data or other descriptive or related data
   which do not rely on providing to recipients the identity of any particular user of the Service.
   This shall not be construed to limit GMTS use of other information not addressed in this Section.
9. 19. GMTS and its Service Providers will be free, in their reasonable good faith discretion and
   without notice, to provide client and user information and records to the courts, law enforcement agencies, or others involved in prosecuting claims or investigations for conduct or conditions alleged or believed to be illegal or to violate or threaten policy or the rights of any person or entity, and to maintain and use internally such information and records. Information generated by or in connection with GMTS administration of the Service shall be and remain the exclusive property of GMTS.
10. Communications with client
    GMTS may from time to time provide online, facsimile, telephone, e-mail, mail and other communications to Subscriber on matters pertaining to the Service, its features, its sponsors or its use. Subscriber acknowledges that communications with GMTS, its representatives and its contractors may be monitored or reviewed, without notice, for quality control and other reasonable business purposes.

21 Privacy Limitations
Client understands that data communications transmitted over wireless systems and the Internet may not be completely private or secure and GMTS makes no warranties regarding the privacy of communications. Client consents to GMTS or its Service Providers monitoring Subscriber’s account activity in order to resolve billing queries, prevent and minimise fraud or misuse and ensure the quality of the Service.

22 Proprietary Rights
Except to the extent the same is determined to be part of the public domain, all content available through or distributed over any Service is subject to copyright, database protection, and other rights under applicable laws. Unauthorised use of such content may violate copyright, trademark and other laws. Client may not copy, distribute, transmit or publish such content in any form, including printed, electronic, digitised, audio or otherwise, or modify all or any portion of such content without the prior written consent of the copyright owner. Client infringement of any third-party intellectual property rights shall be a breach of these terms and conditions

23 Taxes, Fees, and Billing.
Client shall be solely liable for the payment of all fees relating to parts and Services and applicable taxes and regulatory fees (including but not limited to fees associated with universal service or other governmental programs or assessments), without setoff, deduction for payment processing or counterclaims. Any banking fees must be settled by client is responsible for the payment of charges for all Services furnished to client under these terms and conditions.

24 Payment.
Client remains responsible for all charges. There will be an additional late payment
charge of 1.5% per month (or the maximum rate allowed by law) on the past due amount if
credit card payments are rejected, or billing is not settled. There will be an additional charge of NZ dollars ($) 35.00 for any rejection of any charge to a credit card. Even if an invoice is disputed, client must pay the invoice within the due date and must notify GMTS in writing of the dispute, together with the legal basis for such dispute, within thirty (30) calendar days after the invoice due date. Any claims received by GMTS later than thirty (30) calendar days after the invoice due date may be rejected by GMTS. GMTS will respond to client within thirty (30) calendar days after receipt of the written notice of dispute, advising on the action being taken to resolve the dispute. Failure by GMTS to respond within thirty (30) calendar days from receipt shall not be a breach of GMTS’s responsibilities under the terms and conditions. If GMTS accepts the claim from Subscriber, GMTS shall issue a credit note to the client within sixty (60) calendar days from acceptance of the claim. Client is responsible for notifying GMTS of any changes to credit card information. Subscriber authorises GMTS to refer its account, if past due, to attorneys and/or collection agencies for further action and to notify credit reporting agencies of any defaults in accordance with law. Client shall also pay any and all costs, expenses, fees and commissions incurred by GMTS in collecting unpaid amounts, as allowed by law.

25. Exclusion of Warranties
    GMTS warrants that it will use reasonable commercial efforts to provide the parts and Service to client.
26. Licenses
    Client agrees to abide by all the current regulations in effect in countries where the Terminal Equipment, client Equipment or Service may be used, including licensing requirements. GMTS will not be responsible or liable for any operational restrictions, customs, license or permit fees required for operation of the Services in the destination country. In addition, GMTS shall have no responsibility or liability for fines associated with the Terminal Equipment, or client Equipment seizure or for legal ramifications of using the Terminal Equipment, client Equipment or Service in countries where it is prohibited.
27. Limitations of Liability Exclusions
    In any event, neither GMTS nor its parts and Service Providers, employees, shareholders, directors, officers or agents shall have any liability whatsoever for:

– Interruptions or defects in parts or service which affect clients for less than twenty-four (24) continuous hours;
– Any indirect, punitive, special, incidental or consequential damages or losses, including but
not limited to lost revenue, lost profits, loss of business or goodwill, loss of use, replacement
goods, cost of replacement goods, loss of technology, rights or services, loss, corruption or
alteration of information, software, hardware, files or data, or interruption or loss of use of
service or equipment, whether or not GMTS has been apprised thereof.

28. Subscriber Indemnity
    Client agrees to indemnify, hold harmless, and defend GMTS, its Subsidiaries, affiliates, licensors, Service Providers, shareholders, directors, officers, employees and agents from and against any claims relating to or arising out of clients breach of these terms and conditions or clients installation, use or misuse of parts or Service, used in connection with the solutions provided by GMTS Client agrees to reimburse, indemnify and hold harmless GMTS for any and all Costs, expenses and reasonable attorney’s fees incurred by GMTS in defending any claims relating to clients misuse of the parts or Service.
29. Force Majeure
    GMTS shall not be liable for and will not be responsible to client for any delay or failure to perform under these terms and conditions if such delay or failure results from fire, explosion, labour dispute, earthquake, hurricane, casualty or accident, lack or failure of transportation facilities and/or services, lack of failure or telecommunications facilities and/or services including Internet services and satellite services, vandalism, epidemic, flood, drought, or by reason of national emergency, war, terrorism, revolution, civil commotion, blockade, or embargo, delay from suppliers, Act of God, any inability to obtain any requisite license, permit or authorisation, or by reason of any law, proclamation, regulation, ordinance, demand or requirement of any government or by reason of any other cause whatsoever, whether similar or dissimilar to those enumerated, beyond the reasonable control of GMTS.
30. Assignment

Client may not assign these terms and conditions or any of its rights and
obligations hereunder, to any other person, firm, agency, corporation or other legal entity without the prior written consent of GMTS. GMTS reserves the right to terminate or change these terms and condition in the event of unauthorised assignment by client GMTS may change these terms and conditions or any of its rights and obligations hereunder at any time.

31. Governing Law
    These terms and conditions are interpreted and construed pursuant to and governed by the
    laws of the United Sates of America without regard to its conflict of laws principles. In the
    event of any dispute arising hereunder is not settled within 90 days, then either party may request that the dispute be submitted for decision to the American Association of Mediation.
32. Waiver and Severability
    Neither the waiver by either of the parties hereto of a breach of or a default under any of the terms and conditions nor the failure of either of the parties, on one or more occasion, to enforce any of the provisions of these terms and conditions shall be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any provisions, rights or privileges hereunder. The provisions of this Agreement are severable and any determination of invalidity or unenforceability of any one provision hereof shall have no bearing on the continuing force and effect of the remaining valid provisions hereof.

33. Notice
    In the event client desires to provide notice to GMTS, as required by any of the terms and conditions herein or for any other reason, including any communication from client regarding termination, disputed debts and any instrument tendered as full satisfaction of an outstanding debt, such notice shall only be deemed given when made in writing and sent signatured post or courier to:

Global Marine Technology Services Limited

Unit 19, 8 Laurenson Road

0618 Hobsonville

Auckland

New Zealand

and marked for the attention of the Accounts Team.

Any complaints or objections in relation to material posted by any client, or hosted in connection with the Service, should be directed to the following addressees:

Global Marine Technology Services Limited

Unit 19, 8 Laurenson Road

0618 Hobsonville

Auckland

New Zealand

and marked for the attention of the Accounts Team.

or via phone +64 (0)9 553 7424 and choose Accounts Team.

34. Complete Agreement
    These terms and conditions contain the entire Agreement between GMTS and client and supersede all prior statements, representations and agreements whether oral or written. Client acknowledges that (s)he has relied on no oral or written representations made by or on behalf of GMTS or any employee, director, officer.
35. Tampering with the Equipment
    Subscriber agrees not to modify or otherwise tamper with the Service Equipment in any way, including, but not limited to, changing the electronic serial number or equipment identifier of the Equipment, or to perform a factory reset of the Equipment. Any such procedure will invalidate warranty.