NXGSAT General Terms and Conditions
1.Definitions
The following terms, when capitalised, have the meanings set out below.
“Confidential Information” means all information exchanged between the Parties. “Customer” means the entity identified in a Purchase Order or Offer, including its affiliates. “Customer Data” means all data uploaded to or processed through the Software by the Customer or an authorised user. “Equipment” means hardware procured by NXGSAT on the Customer’s behalf pursuant to an Offer or Purchase Order. “Offer” means a written commercial proposal issued by NXGSAT to the Customer. It becomes binding upon the Customer’s written acceptance. Unless a shorter validity period is stated, an Offer remains valid for ninety (90) days from its date of issue. “Party” or “Parties” means either the Customer or NXGSAT, or both together. “Purchase Order” means a written order issued by the Customer to NXGSAT and accepted by NXGSAT either in writing or by commencing performance. “Services” means the professional services provided by NXGSAT to the Customer as described in an Offer or Purchase Order. These may include architecture, implementation, configuration, training, additional support, and other advisory services. “Software” means software developed or licensed by NXGSAT and delivered to the Customer pursuant to an Offer or Purchase Order, including any updates provided by NXGSAT. “Terms” means these General Terms and Conditions together with any applicable Offer or Purchase Order.
2. Intellectual Property
2.1 NXGSAT owns all intellectual property rights in the Software and the Services.
2.2 NXGSAT grants Customer a non-exclusive, non-transferable licence to use the Software and to receive the Services for its internal business purposes. The licence applies for the term specified in the applicable Offer or Purchase Order. Customer must comply with all usage conditions set out in the applicable Offer or Purchase Order.
2.3 NXGSAT will defend Customer against any third-party claim alleging that the Software or the Services, as delivered by NXGSAT, infringe a patent, copyright, trade mark, or other intellectual property right. NXGSAT will indemnify Customer for any damages finally awarded or amounts agreed in settlement. Customer must:(i) promptly notify NXGSAT in writing upon becoming aware of any such claim;(ii) grant NXGSAT sole control of the defence and any settlement negotiations; and(iii) not admit liability or concede infringement without NXGSAT’s prior written consent.
2.4 If the Software or any Service is, or in NXGSAT’s reasonable opinion is likely to become, the subject of an infringement claim, NXGSAT may, at its option:(a) modify or replace the affected Software or Service so that it is no longer infringing;(b) obtain a licence allowing the Customer to continue using it; or(c) terminate the affected licence and refund any prepaid fees attributable to the unexpired portion of the licence term; where the licence is perpetual or has no defined term, the refund shall be calculated on the basis of a five (5) year straight-line amortisation from the date of delivery.
2.5 The indemnity in clause 2.3 does not apply where the alleged infringement results from:(i) modifications to the Software made by or on behalf of Customer;(ii) integration of the Software with third-party products not supplied or approved by NXGSAT;(iii) Customer’s failure to implement updates provided by NXGSAT; or(iv) use of the Software in a manner not contemplated by these Terms or the applicable Offer or Purchase Order.
2.6 Customer may not:(i) resell, sublicence, or otherwise transfer the Software or Services to any third party;(ii) make copies of the Software beyond what is strictly necessary for normal use;(iii) modify, reverse engineer, decompile, or attempt to derive the source code of the Software; or(iv) exceed any usage limits set out in the applicable Offer or Purchase Order.
3. Software
3.1 NXGSAT will use reasonable efforts to ensure that the Software performs materially as described in its documentation. Customer must notify NXGSAT in writing of any material defect or error, describing the issue and the circumstances in which it occurs. NXGSAT will prioritise corrections based on the severity and impact of the reported defect. NXGSAT does not warrant that the Software will be free from all defects or that access will be uninterrupted at all times.
3.2 Where maintenance requires downtime, NXGSAT will provide reasonable advance notice.
3.3 NXGSAT will make Software updates available to Customer as they are released. NXGSAT will notify Customer in advance of any update that materially affects the Software’s functionality or interfaces. Customer is responsible for maintaining the connectivity, infrastructure, and access required to receive and deploy updates in a timely manner. If NXGSAT makes available an update intended to remedy an alleged defect and Customer refuses or unreasonably delays the deployment, or prevents the access required to apply it, NXGSAT shall have no further liability in respect of that defect. Any performance warranty relating to that defect is excluded from the date the update was made available.
3.4 Customer is responsible for:(i) maintaining systems and infrastructure compatible with the Software in accordance with NXGSAT’s documentation;(ii) promptly notifying NXGSAT in writing of any material defect, security vulnerability, or suspected unauthorised access;(iii) not granting third parties access to the Software without NXGSAT’s prior written. consent;(iv) ensuring that its use of the Software complies with applicable law; and(v) maintaining the security of any environment in which the Software is hosted or operated, including network security, access controls, and system hardening in accordance with applicable industry standards.
3.5 The Software is not designed or certified for safety-of-life or mission-critical applications. Customer must not use the Software as the sole or primary communication system in any situation where loss of connectivity could create a risk to life, physical harm, or significant property damage. Where Customer deploys the Software in safety-adjacent applications, Customer is solely responsible for ensuring that appropriate redundant systems are in place.
3.6 The Software may connect to networks operated by third parties. NXGSAT does not control those networks and cannot guarantee that connectivity will always be available or available in all locations. Service availability may depend on factors outside NXGSAT’s control, including third-party network coverage, atmospheric conditions, and local regulatory approvals.
3.7 NXGSAT is responsible for the Software performing as described in its documentation. NXGSAT is not responsible for the availability of third-party networks to which the Software connects, or for any loss of connectivity or functionality resulting from changes made by a network operator. When notified by Customer in writing, NXGSAT will use reasonable efforts to address compatibility issues within its control.
3.8 NXGSAT may update, modify, or remove features of the Software at any time. If an update materially affects Customer's use of the Software, NXGSAT will provide reasonable advance written notice to help Customer adapt. Feature updates may require Customer to migrate to a new version in accordance with clause 3.11.
3.9 NXGSAT does not store, access, or process data transmitted through or processed by the Software. The Customer owns and controls all such data. Any processing of personal data by the Customer using the Software is governed solely by the Customer’s own policies and applicable law.
3.10 Where NXGSAT provides support services to Customer, the scope, service levels, and conditions of that support are governed exclusively by the applicable support service plan and any signed support agreement between the Parties. Nothing in these Terms creates an obligation on NXGSAT to provide support beyond what is expressly set out in such a plan or agreement.
3.11 Customer shall at all times operate the Software on the version specified by NXGSAT for Customer's deployment. NXGSAT may cease support for a particular version by giving Customer at least twelve (12) months' prior written notice, to allow Customer to migrate to a supported version or procure an alternative solution.
4. Equipment
4.1 Where an Offer or Purchase Order includes Equipment, NXGSAT procures that Equipment on the Customer’s behalf and acts solely as the Customer’s agent. NXGSAT does not act as a manufacturer, reseller, or distributor of Equipment.
4.2 The applicable Offer or Purchase Order identifies the OEM or authorised reseller from whom the Equipment is sourced. This identification is intended to satisfy the supplier identification mechanism under applicable product liability legislation, allowing any person suffering damage in connection with the Equipment to identify the producer directly. If Customer receives a claim relating to Equipment, Customer must promptly disclose the identity of the OEM or authorised reseller to the claimant
in writing.
4.3 NXGSAT assigns to Customer, to the fullest extent permitted under the applicable OEM terms, all warranty and maintenance rights it receives from the OEM in respect of that Equipment. Customer must direct any warranty claims to the OEM or authorised reseller. NXGSAT will provide reasonable assistance in facilitating that process. NXGSAT provides no independent warranty on Equipment beyond the rights assigned under this clause.
4.4 The Customer shall indemnify and hold NXGSAT harmless against any claim, loss, or liability arising from the Customer’s deployment, integration, configuration, or use of the Equipment.
4.5 Delivery dates as defined in the Offer are estimates only. NXGSAT is not liable for delays unless the delay exceeds ninety (90) days and is attributable to NXGSAT’s wilful misconduct.
5. Price and Payment
5.1 All prices are set out in the applicable Offer or Purchase Order and are quoted Ex Works (EXW, Incoterms 2020). Delivery costs, freight, insurance, and customs duties are not included and are for the Customer’s account.
5.2 Invoices must be paid within thirty (30) days of receipt.
5.3 Software licences are invoiced in advance for the full applicable licence period or, where the licence is annual, for the full annual term.
5.4 Prices are subject to annual indexation on 1 January of each year based on the evolution of the Agoria reference wage index published for the preceding year. NXGSAT will notify the Customer of any price adjustment at least thirty (30) days in advance.
5.5 All prices are exclusive of VAT and any other applicable taxes or duties. Such taxes and duties are for the Customer’s account. If the Customer is required by applicable law to withhold any amount from a payment to NXGSAT, the Customer must increase the payment so that NXGSAT receives the full contracted amount net of any withholding.
6. Limitation of Liability
6.1 NXGSAT's aggregate liability under these Terms shall not exceed the lower of (i) EUR 100,000, or (ii): (a) where Customer has paid a one-off or upfront fee (including perpetual licence fees and professional services fees): the total amount paid by Customer under the relevant order or statement of work; or (b) where Customer pays recurring fees: the total amount paid or payable by Customer in the twelve (12) months preceding the event giving rise to the claim.
6.2 The limitation in clause 6.1 does not apply to:
● breaches of Section 8.1 - 8.3 (Confidentiality);
● death or personal injury caused by a Party’s negligence; or
● fraud or wilful misconduct.
6.3 NXGSAT cannot be held liable for any indirect or consequential loss, including loss of profit, loss of turnover, loss of customers, business interruption, loss of anticipated savings, damage to reputation, or loss of data.
7. Force Majeure
7.1 Neither Party shall be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control. These include acts of God, pandemic, epidemic, war, terrorism, governmental action, labour disputes, fire, flood, or failure of third-party infrastructure (each a “Force Majeure Event”). Payment obligations that arose before the Force Majeure Event remain unaffected.
7.2 The affected Party must notify the other Party in writing as soon as reasonably practicable after becoming aware of a Force Majeure Event. The notice must describe the event, its expected duration, and the obligations affected. The affected Party must use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as possible.
7.3 The obligations of both Parties are suspended to the extent affected by the Force Majeure Event for the duration of that event. If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected Offer or Purchase Order by written notice without liability, except for amounts already due and payable.
8. Confidentiality and Data Protection
8.1 Confidential Information:
● may only be disclosed to employees, contractors, or affiliates of the receiving Party on a need-to-know basis;
● may only be used to perform obligations under these Terms;
● must be adequately protected against unauthorised use or disclosure; and
● must be destroyed when no longer needed to perform obligations under these Terms.
The receiving Party must ensure that its recipients are bound by obligations at least as restrictive as those set out in this Section 8.
8.2 The obligations in Section 8.1 do not apply to information that: is in the public domain; was already in the receiving Party’s possession; is disclosed by a third party without restriction; is independently developed; must be disclosed per court or government order or is otherwise permitted under these Terms.
8.3 This Section 8 survives termination of the last signed Offer or Purchase Order to which these Terms apply for five (5) years. Upon termination of the last such Offer or Purchase Order, each Party must return or destroy the other Party’s Confidential Information.
8.4 Where the Software is used to process personal data, the Customer acts as controller and NXGSAT as processor under the GDPR. The Parties’ obligations regarding personal data are governed by a separate Data Processing Agreement.
9. Compliance
9.1 The Software may be subject to export control laws and regulations, including EU Regulation 2021/821 on dual-use items. Customer is responsible for ensuring that its use and transfer of the Software comply with all applicable export control laws. Customer confirms it will not use or transfer the Software in breach of such laws. If NXGSAT has reasonable grounds to believe the Software is being used in breach of export control law, NXGSAT may suspend or terminate Customer’s access without liability.
9.2 NXGSAT provides software only and operates no radio equipment. Regulatory compliance for any hardware, radio equipment, satellite terminals, or network infrastructure used in connection with the Software is the responsibility of the relevant operator. Customer is responsible for ensuring that its deployment of the Software complies with applicable law in its jurisdiction of operation.
10. Term and Termination
10.1 Unless the applicable Offer or Purchase Order provides otherwise, Software licences run for twelve (12) months from the date of acceptance (the “Initial Term”). At the end of the Initial Term and each renewal term, the licence automatically renews for a further twelve (12) months, for up to five (5) renewal terms, unless either Party gives at least sixty (60) days’ written notice of non-renewal before the end of the then-current term.
10.2 Either Party may terminate any signed Offer or Purchase Order immediately by written notice if:(i) the other Party commits a material breach of these Terms and fails to remedy that breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail;(ii) the other Party becomes insolvent, makes a general assignment for the benefit of its creditors, or becomes the subject of a bankruptcy petition or other insolvency or reorganisation proceeding that is not dismissed within sixty (60) days of filing; or(iii) the other Party ceases, or threatens to cease, carrying on business.
10.3 Termination of an individual Offer or Purchase Order does not affect other Offers or Purchase Orders unless the breach is common to all of them.
11. General Provisions
11.1 These Terms constitute the entire agreement between the Parties regarding their subject matter and supersede all prior negotiations, representations, previous versions of NXGSAT’s terms & conditions, or agreements.
11.2 NXGSAT acts as an independent contractor. Nothing in these Terms creates a partnership, joint venture, or agency relationship between the Parties.
11.3 A Party may assign its rights and obligations to a financially stable third party that is not a competitor of the other Party, provided that thirty (30) days’ prior written notice is given.
11.4 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in force. The Parties will replace the invalid provision with one that reflects the original intent as closely as possible.
11.5 A Party’s failure to enforce any provision of these Terms does not constitute a waiver of that provision.
11.6 NXGSAT may correct typographic, clerical, or arithmetic errors in any Offer, Purchase Order confirmation, or invoice without liability.
11.7 These Terms apply exclusively to all Offers and Purchase Orders and supersede any terms or conditions contained in the Customer’s own documents. Any conflicting or additional terms proposed by the Customer are rejected unless NXGSAT expressly agrees to them in writing.
11.8 NXGSAT may refer to the Customer’s name and logo in its marketing materials as a customer reference, subject to the Customer’s prior written consent, which shall not be unreasonably withheld. The Parties may also jointly develop a written use case describing their collaboration. NXGSAT may publish or present that use case, subject to the Customer’s prior written approval of the final content.
11.9 These Terms are governed by Belgian law. The courts of Ghent have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.
End of document
Last updated Mar 2026
The following terms, when capitalised, have the meanings set out below.
“Confidential Information” means all information exchanged between the Parties. “Customer” means the entity identified in a Purchase Order or Offer, including its affiliates. “Customer Data” means all data uploaded to or processed through the Software by the Customer or an authorised user. “Equipment” means hardware procured by NXGSAT on the Customer’s behalf pursuant to an Offer or Purchase Order. “Offer” means a written commercial proposal issued by NXGSAT to the Customer. It becomes binding upon the Customer’s written acceptance. Unless a shorter validity period is stated, an Offer remains valid for ninety (90) days from its date of issue. “Party” or “Parties” means either the Customer or NXGSAT, or both together. “Purchase Order” means a written order issued by the Customer to NXGSAT and accepted by NXGSAT either in writing or by commencing performance. “Services” means the professional services provided by NXGSAT to the Customer as described in an Offer or Purchase Order. These may include architecture, implementation, configuration, training, additional support, and other advisory services. “Software” means software developed or licensed by NXGSAT and delivered to the Customer pursuant to an Offer or Purchase Order, including any updates provided by NXGSAT. “Terms” means these General Terms and Conditions together with any applicable Offer or Purchase Order.
2. Intellectual Property
2.1 NXGSAT owns all intellectual property rights in the Software and the Services.
2.2 NXGSAT grants Customer a non-exclusive, non-transferable licence to use the Software and to receive the Services for its internal business purposes. The licence applies for the term specified in the applicable Offer or Purchase Order. Customer must comply with all usage conditions set out in the applicable Offer or Purchase Order.
2.3 NXGSAT will defend Customer against any third-party claim alleging that the Software or the Services, as delivered by NXGSAT, infringe a patent, copyright, trade mark, or other intellectual property right. NXGSAT will indemnify Customer for any damages finally awarded or amounts agreed in settlement. Customer must:(i) promptly notify NXGSAT in writing upon becoming aware of any such claim;(ii) grant NXGSAT sole control of the defence and any settlement negotiations; and(iii) not admit liability or concede infringement without NXGSAT’s prior written consent.
2.4 If the Software or any Service is, or in NXGSAT’s reasonable opinion is likely to become, the subject of an infringement claim, NXGSAT may, at its option:(a) modify or replace the affected Software or Service so that it is no longer infringing;(b) obtain a licence allowing the Customer to continue using it; or(c) terminate the affected licence and refund any prepaid fees attributable to the unexpired portion of the licence term; where the licence is perpetual or has no defined term, the refund shall be calculated on the basis of a five (5) year straight-line amortisation from the date of delivery.
2.5 The indemnity in clause 2.3 does not apply where the alleged infringement results from:(i) modifications to the Software made by or on behalf of Customer;(ii) integration of the Software with third-party products not supplied or approved by NXGSAT;(iii) Customer’s failure to implement updates provided by NXGSAT; or(iv) use of the Software in a manner not contemplated by these Terms or the applicable Offer or Purchase Order.
2.6 Customer may not:(i) resell, sublicence, or otherwise transfer the Software or Services to any third party;(ii) make copies of the Software beyond what is strictly necessary for normal use;(iii) modify, reverse engineer, decompile, or attempt to derive the source code of the Software; or(iv) exceed any usage limits set out in the applicable Offer or Purchase Order.
3. Software
3.1 NXGSAT will use reasonable efforts to ensure that the Software performs materially as described in its documentation. Customer must notify NXGSAT in writing of any material defect or error, describing the issue and the circumstances in which it occurs. NXGSAT will prioritise corrections based on the severity and impact of the reported defect. NXGSAT does not warrant that the Software will be free from all defects or that access will be uninterrupted at all times.
3.2 Where maintenance requires downtime, NXGSAT will provide reasonable advance notice.
3.3 NXGSAT will make Software updates available to Customer as they are released. NXGSAT will notify Customer in advance of any update that materially affects the Software’s functionality or interfaces. Customer is responsible for maintaining the connectivity, infrastructure, and access required to receive and deploy updates in a timely manner. If NXGSAT makes available an update intended to remedy an alleged defect and Customer refuses or unreasonably delays the deployment, or prevents the access required to apply it, NXGSAT shall have no further liability in respect of that defect. Any performance warranty relating to that defect is excluded from the date the update was made available.
3.4 Customer is responsible for:(i) maintaining systems and infrastructure compatible with the Software in accordance with NXGSAT’s documentation;(ii) promptly notifying NXGSAT in writing of any material defect, security vulnerability, or suspected unauthorised access;(iii) not granting third parties access to the Software without NXGSAT’s prior written. consent;(iv) ensuring that its use of the Software complies with applicable law; and(v) maintaining the security of any environment in which the Software is hosted or operated, including network security, access controls, and system hardening in accordance with applicable industry standards.
3.5 The Software is not designed or certified for safety-of-life or mission-critical applications. Customer must not use the Software as the sole or primary communication system in any situation where loss of connectivity could create a risk to life, physical harm, or significant property damage. Where Customer deploys the Software in safety-adjacent applications, Customer is solely responsible for ensuring that appropriate redundant systems are in place.
3.6 The Software may connect to networks operated by third parties. NXGSAT does not control those networks and cannot guarantee that connectivity will always be available or available in all locations. Service availability may depend on factors outside NXGSAT’s control, including third-party network coverage, atmospheric conditions, and local regulatory approvals.
3.7 NXGSAT is responsible for the Software performing as described in its documentation. NXGSAT is not responsible for the availability of third-party networks to which the Software connects, or for any loss of connectivity or functionality resulting from changes made by a network operator. When notified by Customer in writing, NXGSAT will use reasonable efforts to address compatibility issues within its control.
3.8 NXGSAT may update, modify, or remove features of the Software at any time. If an update materially affects Customer's use of the Software, NXGSAT will provide reasonable advance written notice to help Customer adapt. Feature updates may require Customer to migrate to a new version in accordance with clause 3.11.
3.9 NXGSAT does not store, access, or process data transmitted through or processed by the Software. The Customer owns and controls all such data. Any processing of personal data by the Customer using the Software is governed solely by the Customer’s own policies and applicable law.
3.10 Where NXGSAT provides support services to Customer, the scope, service levels, and conditions of that support are governed exclusively by the applicable support service plan and any signed support agreement between the Parties. Nothing in these Terms creates an obligation on NXGSAT to provide support beyond what is expressly set out in such a plan or agreement.
3.11 Customer shall at all times operate the Software on the version specified by NXGSAT for Customer's deployment. NXGSAT may cease support for a particular version by giving Customer at least twelve (12) months' prior written notice, to allow Customer to migrate to a supported version or procure an alternative solution.
4. Equipment
4.1 Where an Offer or Purchase Order includes Equipment, NXGSAT procures that Equipment on the Customer’s behalf and acts solely as the Customer’s agent. NXGSAT does not act as a manufacturer, reseller, or distributor of Equipment.
4.2 The applicable Offer or Purchase Order identifies the OEM or authorised reseller from whom the Equipment is sourced. This identification is intended to satisfy the supplier identification mechanism under applicable product liability legislation, allowing any person suffering damage in connection with the Equipment to identify the producer directly. If Customer receives a claim relating to Equipment, Customer must promptly disclose the identity of the OEM or authorised reseller to the claimant
in writing.
4.3 NXGSAT assigns to Customer, to the fullest extent permitted under the applicable OEM terms, all warranty and maintenance rights it receives from the OEM in respect of that Equipment. Customer must direct any warranty claims to the OEM or authorised reseller. NXGSAT will provide reasonable assistance in facilitating that process. NXGSAT provides no independent warranty on Equipment beyond the rights assigned under this clause.
4.4 The Customer shall indemnify and hold NXGSAT harmless against any claim, loss, or liability arising from the Customer’s deployment, integration, configuration, or use of the Equipment.
4.5 Delivery dates as defined in the Offer are estimates only. NXGSAT is not liable for delays unless the delay exceeds ninety (90) days and is attributable to NXGSAT’s wilful misconduct.
5. Price and Payment
5.1 All prices are set out in the applicable Offer or Purchase Order and are quoted Ex Works (EXW, Incoterms 2020). Delivery costs, freight, insurance, and customs duties are not included and are for the Customer’s account.
5.2 Invoices must be paid within thirty (30) days of receipt.
5.3 Software licences are invoiced in advance for the full applicable licence period or, where the licence is annual, for the full annual term.
5.4 Prices are subject to annual indexation on 1 January of each year based on the evolution of the Agoria reference wage index published for the preceding year. NXGSAT will notify the Customer of any price adjustment at least thirty (30) days in advance.
5.5 All prices are exclusive of VAT and any other applicable taxes or duties. Such taxes and duties are for the Customer’s account. If the Customer is required by applicable law to withhold any amount from a payment to NXGSAT, the Customer must increase the payment so that NXGSAT receives the full contracted amount net of any withholding.
6. Limitation of Liability
6.1 NXGSAT's aggregate liability under these Terms shall not exceed the lower of (i) EUR 100,000, or (ii): (a) where Customer has paid a one-off or upfront fee (including perpetual licence fees and professional services fees): the total amount paid by Customer under the relevant order or statement of work; or (b) where Customer pays recurring fees: the total amount paid or payable by Customer in the twelve (12) months preceding the event giving rise to the claim.
6.2 The limitation in clause 6.1 does not apply to:
● breaches of Section 8.1 - 8.3 (Confidentiality);
● death or personal injury caused by a Party’s negligence; or
● fraud or wilful misconduct.
6.3 NXGSAT cannot be held liable for any indirect or consequential loss, including loss of profit, loss of turnover, loss of customers, business interruption, loss of anticipated savings, damage to reputation, or loss of data.
7. Force Majeure
7.1 Neither Party shall be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control. These include acts of God, pandemic, epidemic, war, terrorism, governmental action, labour disputes, fire, flood, or failure of third-party infrastructure (each a “Force Majeure Event”). Payment obligations that arose before the Force Majeure Event remain unaffected.
7.2 The affected Party must notify the other Party in writing as soon as reasonably practicable after becoming aware of a Force Majeure Event. The notice must describe the event, its expected duration, and the obligations affected. The affected Party must use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as possible.
7.3 The obligations of both Parties are suspended to the extent affected by the Force Majeure Event for the duration of that event. If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected Offer or Purchase Order by written notice without liability, except for amounts already due and payable.
8. Confidentiality and Data Protection
8.1 Confidential Information:
● may only be disclosed to employees, contractors, or affiliates of the receiving Party on a need-to-know basis;
● may only be used to perform obligations under these Terms;
● must be adequately protected against unauthorised use or disclosure; and
● must be destroyed when no longer needed to perform obligations under these Terms.
The receiving Party must ensure that its recipients are bound by obligations at least as restrictive as those set out in this Section 8.
8.2 The obligations in Section 8.1 do not apply to information that: is in the public domain; was already in the receiving Party’s possession; is disclosed by a third party without restriction; is independently developed; must be disclosed per court or government order or is otherwise permitted under these Terms.
8.3 This Section 8 survives termination of the last signed Offer or Purchase Order to which these Terms apply for five (5) years. Upon termination of the last such Offer or Purchase Order, each Party must return or destroy the other Party’s Confidential Information.
8.4 Where the Software is used to process personal data, the Customer acts as controller and NXGSAT as processor under the GDPR. The Parties’ obligations regarding personal data are governed by a separate Data Processing Agreement.
9. Compliance
9.1 The Software may be subject to export control laws and regulations, including EU Regulation 2021/821 on dual-use items. Customer is responsible for ensuring that its use and transfer of the Software comply with all applicable export control laws. Customer confirms it will not use or transfer the Software in breach of such laws. If NXGSAT has reasonable grounds to believe the Software is being used in breach of export control law, NXGSAT may suspend or terminate Customer’s access without liability.
9.2 NXGSAT provides software only and operates no radio equipment. Regulatory compliance for any hardware, radio equipment, satellite terminals, or network infrastructure used in connection with the Software is the responsibility of the relevant operator. Customer is responsible for ensuring that its deployment of the Software complies with applicable law in its jurisdiction of operation.
10. Term and Termination
10.1 Unless the applicable Offer or Purchase Order provides otherwise, Software licences run for twelve (12) months from the date of acceptance (the “Initial Term”). At the end of the Initial Term and each renewal term, the licence automatically renews for a further twelve (12) months, for up to five (5) renewal terms, unless either Party gives at least sixty (60) days’ written notice of non-renewal before the end of the then-current term.
10.2 Either Party may terminate any signed Offer or Purchase Order immediately by written notice if:(i) the other Party commits a material breach of these Terms and fails to remedy that breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail;(ii) the other Party becomes insolvent, makes a general assignment for the benefit of its creditors, or becomes the subject of a bankruptcy petition or other insolvency or reorganisation proceeding that is not dismissed within sixty (60) days of filing; or(iii) the other Party ceases, or threatens to cease, carrying on business.
10.3 Termination of an individual Offer or Purchase Order does not affect other Offers or Purchase Orders unless the breach is common to all of them.
11. General Provisions
11.1 These Terms constitute the entire agreement between the Parties regarding their subject matter and supersede all prior negotiations, representations, previous versions of NXGSAT’s terms & conditions, or agreements.
11.2 NXGSAT acts as an independent contractor. Nothing in these Terms creates a partnership, joint venture, or agency relationship between the Parties.
11.3 A Party may assign its rights and obligations to a financially stable third party that is not a competitor of the other Party, provided that thirty (30) days’ prior written notice is given.
11.4 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in force. The Parties will replace the invalid provision with one that reflects the original intent as closely as possible.
11.5 A Party’s failure to enforce any provision of these Terms does not constitute a waiver of that provision.
11.6 NXGSAT may correct typographic, clerical, or arithmetic errors in any Offer, Purchase Order confirmation, or invoice without liability.
11.7 These Terms apply exclusively to all Offers and Purchase Orders and supersede any terms or conditions contained in the Customer’s own documents. Any conflicting or additional terms proposed by the Customer are rejected unless NXGSAT expressly agrees to them in writing.
11.8 NXGSAT may refer to the Customer’s name and logo in its marketing materials as a customer reference, subject to the Customer’s prior written consent, which shall not be unreasonably withheld. The Parties may also jointly develop a written use case describing their collaboration. NXGSAT may publish or present that use case, subject to the Customer’s prior written approval of the final content.
11.9 These Terms are governed by Belgian law. The courts of Ghent have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.
End of document
Last updated Mar 2026