Terms and Conditions

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://intelligence.airbus.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.

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: through the Contact-us page 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 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 confirmed 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 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.

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.

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://intelligence.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.

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

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, government agency decision governmental (including any public agency) or U.N. decision (in particular those 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 Article 13 below.

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.

Each Party shall comply with all applicable laws and with all directions, orders, requirements and instructions given to it by any authority competent to do so under the applicable laws.

The END-USER hereby expressly recognizes and accepts that governmental authorities may, in particular pursuant to applicable export and space law and regulation, limit the conditions of acquisition, distribution and delivery of PRODUCTS/SERVICES and that order and delivery of PRODUCTS/SERVICES may be subject to prior authorization. The END-USER shall comply, and cause, if applicable, to any other party that may access and/or use any of the PRODUCTS/SERVICES to comply with any interdiction or restriction related hereto.

Each Party shall, at its own expense, comply with the requirements of any laws of any place in which any part of the product or services is to be carried out and with the lawful requirements of public, municipal and other authorities in any way affecting or applicable to the product or services. In particular, each Party complies and undertakes to comply with all national and international applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed under the auspices of the OECD on December 17, 1997, the United States Foreign Corrupt Practices Act of 1977 (“FCPA”), the UK Bribery Act 2010 and more generally any anti-corruption, anti-money laundering, anti-terrorism, export control, economic sanction and anti-boycott laws, regulations and administrative requirements applicable to the Parties.

Unless otherwise provided for herein, each Party shall at its own expense obtain any permits, licences, approvals or certificates necessary for the performance of the deliveries or services under this Agreement. Each Party shall abide by the conditions of any applicable permits or licences, approvals or certificates.

Neither Party shall be responsible in any way for the consequences of any infringement by the other Party or its officers, directors, employees, agents, assigns, contractors, subcontractors or consultants of any law of a country in which the Services or any part of it, is performed, or of any country whatsoever. Each Party shall keep the other Party and its and their officers, directors, employees, agents, assigns, contractors, subcontractors or consultants harmless and indemnify it and all or any of them from and against any or all losses, damages, liabilities, demands and expenses (including reasonable attorney costs) including but not limited to damage to property and injury to persons (including sickness and death) arising from such infringement; provided that

(i) the Party seeking indemnification (“the Indemnified”) promptly notifies the other Party (“the Indemnifier”), in writing, promptly within ten (10) working days after the Indemnified Party’s management actual notice of any such suit or claim or a written threat of such suit or claim; and

(ii) permits the Indemnifier to answer such suit or claim or written threat of such suit or claim and defend the same; and

(iii) gives the Indemnifier authority and such assistance and information as is available to the Indemnified for the defence of such suit or claim or written threat of such suit or claim and provided further that the Indemnified does not by any act (including any admission or acknowledgement or omission) prejudice such defence. Any such assistance or information which is furnished by the Indemnified at the written request of the Indemnifier is to be at the Indemnifier’s expense.