TERMS OF SERVICE

1.1 ENGAGEMENT.

We provide Services such as technical project development, energy and infrastructure consulting, AI and data services, embedded and IoT advisory, strategic partnerships, software implementation, and related support, as described in an applicable statement of work, order form, or written proposal that references these Terms ("SOW").

1.2 PRIORITY OF DOCUMENTS.

These Terms apply to all Services. If a signed SOW includes different terms, the SOW governs for that engagement.

1.3 CHANGES TO SCOPE.

Any material change to scope, schedule, or deliverables must be agreed in writing, including by email confirmation. Additional work outside the agreed scope may be billed at our then current standard rates or as otherwise agreed.

2.1 COOPERATION.

You will provide timely access to information, personnel, systems, facilities, and third-party vendors that we reasonably need to perform the Services.

2.2 ACCURACY OF INFORMATION.

You are responsible for the accuracy, completeness, and legality of all data, content, and instructions you provide ("Client Materials"). We may rely on Client Materials without independent verification unless a SOW expressly states otherwise.

2.3 DECISIONS AND APPROVALS.

You remain responsible for business decisions and for reviewing and approving deliverables. Our role is advisory and technical in nature.

2.4 THIRD PARTY DEPENDENCIES.

Our work may depend on third party products, services, or approvals, such as utilities, EPCs, OEMs, cloud providers, or certification bodies. Unless a SOW explicitly states that we will contract with such parties on your behalf, you are responsible for those relationships. We are not liable for delays or failures caused by third parties outside our reasonable control.

3.1 FEES.

Fees will be as set out in the applicable SOW, proposal, or pricing schedule. Fees may be structured as retainers, fixed project fees, time and materials, or a combination.

3.2 INVOICING AND PAYMENT.

Unless a SOW states otherwise, fixed fee engagements are billed according to the time-based payment schedule set out in the SOW and are not tied to milestone completion. Retainers are billed as an upfront payment at the start of each billing period. Time and materials work is billed at the end of each billing period. All invoices are due and payable within fifteen (15) days of the invoice date.

3.3 INITIAL PAYMENT.

We will not begin work under a SOW until we have received the first invoiced payment for that engagement, which may be an initial retainer, deposit, setup fee, or first month of fees, as specified in the SOW or proposal. Deposits and initial retainers are nonrefundable except where required by law or expressly stated in a SOW.

3.4 LATE PAYMENTS AND SUSPENSION.

We may charge interest on any undisputed overdue amount at a rate of two percent (2%) per month, or the maximum rate permitted by applicable law if that is lower, calculated from the due date until the date of payment in full. If any undisputed invoice is not paid when due, we may suspend or discontinue some or all Services immediately until all overdue amounts and applicable interest are paid, without liability for resulting delays, missed milestones, or other impacts.

3.5 EXPENSES.

Reasonable out of pocket expenses that are pre approved by you, such as travel, lodging, lab fees, test equipment, and conference costs, will be invoiced at cost or as otherwise specified in the SOW.

3.6 TAXES.

Fees are exclusive of any sales, use, value added, or similar taxes. You are responsible for all such taxes arising from the engagement, except for taxes based on our net income.

4.1 TERM.

These Terms apply from the earlier of the date you first engage SkyTerra or the date you accept these Terms and continue until terminated as set forth here. Each SOW specifies its own term.

4.2 TERMINATION FOR CONVENIENCE.

Unless a SOW states otherwise, either party may terminate a SOW for convenience upon thirty (30) days prior written notice. You will pay for all Services performed and expenses incurred up to the effective date of termination and for any non cancellable third party commitments.

4.3 TERMINATION FOR CAUSE.

Either party may terminate a SOW or these Terms upon written notice if the other party materially breaches and does not cure that breach within thirty (30) days after receiving written notice describing the breach.

4.4 EFFECT OF TERMINATION.

Upon termination, we will cease work, invoice outstanding amounts, and, on your written request, deliver any in progress deliverables that have been paid for on an as is basis. Sections that by their nature should survive termination will continue in effect, including payment obligations, confidentiality, intellectual property, warranty disclaimers, limitations of liability, and governing law.

5.1 GENERAL PRINCIPLES.

SkyTerra operates as a business-to-business provider. Fees compensate us for reserving expert capacity, preparation, project wind down, and delivery effort. As a result, most fees are nonrefundable once work has begun or access has been granted, subject only to the limited cases described in this Section.

5.2 DEPOSITS, UPFRONT PAYMENTS, AND WIND DOWN.

• All deposits, retainers, and other upfront payments are nonrefundable in all cases, except where required by law.
• No work begins on any SOW until the required initial payment has been received and cleared.
• If a project is cancelled or paused, you remain responsible for:
  • All work performed through the effective date of cancellation, and
  • Reasonable wind down time and related fees, including transition activities, final documentation, and all scheduled sessions, prep time, and booking fees, whether or not the session can be rebooked.

5.3 PROJECT BASED SERVICES.

For fixed fee projects, time based payment schedules, and time and materials work:

Cancellation by Client:

• You may cancel with written notice at any time.
• You will owe all fees for work performed through the effective date of cancellation, all non cancellable third party costs, and reasonable wind down and transition fees.
• Prepaid amounts that exceed these charges may, at our discretion, be applied as a credit toward future work, but are not refundable.
• Deposits and upfront payments remain nonrefundable in all cases.
• Unless a SOW states otherwise, all payments are due on a fixed monthly fee basis and are not tied to milestones, deliverables, or progress of work.

Cancellation by SkyTerra:

If we terminate an engagement for reasons other than your breach, we will provide any in progress work that has been paid for, as is, and refund unused prepaid fees for work not yet performed, after deducting reasonable preparation and any non cancellable third party costs.

5.4 RETAINERS, SUBSCRIPTIONS, AND RENEWALS.

Retainer, subscription, or ongoing support fees are billed in advance for a defined period.

• These fees are non-refundable once the period has started.
• To avoid automatic renewal of a recurring term, you must provide written notice of cancellation at least five (5) business days before the current term ends.
• There are no refunds on cancelled renewals once a new term has started, whether monthly, quarterly, or annual. The term will continue through its end date and any remaining time may be used for support or services, subject to our availability.

5.5 EVENTS, TRAINING, AND WORKSHOPS.

For paid events, training, or workshops hosted by SkyTerra:

• Registrations may be transferred within the same organization at any time before the event begins.
• If you cancel more than fourteen (14) days before the event, we may, at our discretion, offer either a partial refund net of non-recoverable venue or platform costs, or a credit toward a future event.
• Cancellations within fourteen (14) days of the event, or no shows, are not eligible for a refund. Where available, we may provide recordings or materials in place of attendance.

5.6 DIGITAL PRODUCTS AND DOWNLOADS.

• Digital products that are delivered electronically or unlocked via account access, including templates, tools, reports, and similar content, are nonrefundable once delivered, downloaded, or accessed.
• If a technical issue prevents access, you must notify us within seven (7) days of purchase. We will work with you to restore access or provide a replacement file.

5.7 BILLING DISPUTES, CURE WINDOW, AND WORK STOPPAGE.

• If you believe work performed during a billing period was not delivered materially in line with the SOW, you must notify us in writing within five (5) business days of whichever occurs first: (a) the delivery of the work for that period, or (b) the end of that billing period.
• Your notice must describe the issue in reasonable detail and identify the affected period or work.
• We will review in good faith and have ten (10) business days to investigate and propose a cure, which may include re performing the work, providing clarification, or offering a partial credit limited to the fees for that period. Any credit or refund is issued at our sole discretion, as no refunds are required once a billing period has started.
• If we do not receive notice within this five (5) business day window, the work is deemed accepted and no credit or refund will be available for quality related reasons.

5.8 CHARGEBACKS.

• You agree to contact us in writing to attempt to resolve any billing or service concern before initiating a chargeback with your payment provider.
• If a chargeback is initiated without prior written notice and a reasonable opportunity for us to address the issue:
  • We may immediately suspend all work, services, and access to deliverables.
  • You remain responsible for all valid amounts under the SOW, these Terms, and this Policy, regardless of the chargeback outcome.

5.9 THIRD PARTY COSTS AND PASS THROUGH EXPENSES.

Fees paid or committed to third parties on your behalf, including certification bodies, laboratories, software vendors, cloud providers, and event organizers, are nonrefundable unless the third party issues a refund that can be passed through to you.

5.10 HOW TO REQUEST CANCELLATION OR REVIEW.

To request a cancellation, refund review, credit, or billing correction, please contact:

Include your name, organization, invoice number or SOW reference, date of payment, and a brief description of the request or dispute. We aim to respond within ten (10) business days.

6.1 CONFIDENTIAL INFORMATION.

"Confidential Information" means nonpublic information a party discloses to the other in connection with the Services and is marked or reasonably understood to be confidential, including technical, commercial, financial, and project information.

6.2 USE AND PROTECTION.

Each party will use the other party's Confidential Information only to perform or receive the Services and will protect it using at least the same degree of care it uses to protect its own similar information, and in any case no less than reasonable care. Disclosure is limited to employees, contractors, and professional advisors who need to know and who are bound by confidentiality obligations at least as protective as these Terms.

6.3 EXCLUSIONS.

Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party, (b) was already lawfully known to the receiving party without restriction, (c) is independently developed without use of the disclosing party's Confidential Information, or (d) is received from a third party who had the right to disclose it without confidentiality obligations.

6.4 REQUIRED DISCLOSURE.

If a party is required by law or court order to disclose Confidential Information, it may do so, provided it gives the other party prompt notice, if legally permitted, and reasonably cooperates with efforts to seek protective measures.

6.5 EXISTING NDAS.

If the parties have a signed mutual nondisclosure agreement, that agreement will apply to Confidential Information. If there is a conflict between that NDA and these Terms regarding confidentiality, the NDA will control for confidentiality matters and these Terms will control for all other matters.

7.1 CLIENT MATERIALS.

You retain all rights, title, and interest in and to Client Materials. You grant us a non exclusive, worldwide, royalty free license to use Client Materials solely to perform the Services and create deliverables.

7.2 SKYTERRA MATERIALS.

We retain all rights, title, and interest in methodologies, know how, tools, software, templates, frameworks, data models, and other materials that we owned or developed before or outside the engagement ("SkyTerra Materials"), including any improvements made during the engagement, even if created with your input.

7.3 DELIVERABLES.

"Deliverables" are the specific documents, models, code, dashboards, presentations, reports, or other work product that a SOW identifies for delivery to you. Subject to your payment in full and unless a SOW states otherwise, we grant you a perpetual, nonexclusive, worldwide, royalty-free license to use the Deliverables and any embedded SkyTerra Materials solely for your internal business purposes. You may not resell, sublicense, or commercially exploit SkyTerra Materials on a standalone basis.

7.4 OPEN SOURCE AND THIRD-PARTY TOOLS.

If we incorporate open source or third-party components into a Deliverable, those components will be subject to their own licenses. We will use commercially reasonable efforts to identify material license obligations in SOW or documentation.

7.5 FEEDBACK.

If you provide feedback, suggestions, or improvement ideas, we may use them without restriction or obligation, and they do not create any ownership interest in our intellectual property.

8.1 SAFEGUARDS.

We will use commercially reasonable administrative, technical, and physical safeguards intended to protect your Confidential Information that we host or store from unauthorized access, use, or disclosure, considering the nature and sensitivity of the information and the Services.

8.2 NO CONTINUOUS HOSTING COMMITMENT.

Unless a SOW specifically states that we will provide hosting, managed services, or ongoing platform operations, our work is advisory and project based. You are responsible for operating production systems that implement or build upon our recommendations.

9.1 MUTUAL WARRANTIES.

Each party represents that it is duly organized, validly existing, and has the authority to enter into and perform its obligations under these Terms and any SOW.

9.2 SERVICE WARRANTY.

We will perform the Services in a professional and workmanlike manner, using personnel with appropriate skills and experience. Your exclusive remedy for a breach of this warranty is, at our option, for us to re perform the non-conforming Services or to refund the portion of fees paid for the non-conforming Services.

9.3 DISCLAIMERS.

Except as expressly stated in these Terms or an applicable SOW, the Services and Deliverables are provided "as is" and "as available". We disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that any business, financial, regulatory, or technical outcome will be achieved, including permits, approvals, certifications, investor decisions, grid interconnection, uptime levels, or specific energy or cost savings.

10.1 EXCLUSION OF CERTAIN DAMAGES.

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, loss of revenue, loss of goodwill, or loss of data, even if advised of the possibility of such damages.

10.2 CAP ON LIABILITY.

To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to the Services, these Terms, and all SOWs, whether in contract, tort, or otherwise, will not exceed the total fees paid by you to SkyTerra under the SOW giving rise to the claim during the twelve (12) month period before the event giving rise to the claim.

10.3 EXCEPTIONS.

The limitations in this Section do not apply to (a) your payment obligations, (b) either party's breach of Section 6 (Confidentiality) or Section 7 (Intellectual Property), or (c) any liability that cannot legally be limited or excluded under applicable law.

15.1 INDEPENDENT CONTRACTORS.

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

15.2 ASSIGNMENT.

Neither party may assign these Terms or any SOW, in whole or in part, without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee assumes all obligations. Any prohibited assignment is void.

15.3 NOTICES.

Formal legal notices must be in writing and sent to the addresses specified in the relevant SOW, or to such other address as a party designates in writing, by personal delivery, recognized courier, certified mail, or email with confirmation of receipt.

15.4 SEVERABILITY.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be replaced with a valid provision that most closely reflects the original intent.

15.5 WAIVER.

A waiver of any provision or breach is effective only if in writing and will not be deemed a waiver of any other provision or later breach.

15.6 ENTIRE AGREEMENT.

These Terms, together with all SOWs and any separate nondisclosure agreements, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements or understandings, whether written or oral, relating to the same subject.