The terms that govern the use of our website and the delivery of our satellite ground station services to enterprise partners.
These Terms of Service govern the relationship between you and WEXCEL LIMITED LIABILITY COMPANY when you use our website or engage us to plan, install, commission or operate a satellite ground station. By browsing our site, requesting a quotation or signing a service agreement, you confirm that you have read and accepted these terms.
If you are accepting these terms on behalf of an organization, you confirm that you have the authority to bind that organization, and references to you include that organization. If you do not have that authority, or if you do not accept these terms, you should not use the site or engage our services.
Where a signed service agreement exists between you and WEXCEL LIMITED LIABILITY COMPANY, that agreement takes priority over these terms to the extent of any conflict, and these terms fill any gap that the agreement does not cover.
In these terms, the Company means WEXCEL LIMITED LIABILITY COMPANY. The Customer means the organization that engages the Company or the person who uses the website. Services means the ground station work described in a quotation or agreement, including surveying, installation, commissioning, monitoring, service level management and retrofit.
Station means the physical ground segment asset, comprising the pad, mast, reflector, feed assembly, cable runs and indoor equipment. Telemetry means the technical operational data produced by a station. Documentation means the survey report, pointing plan, commissioning record and any related report issued by the Company.
A reference to writing includes email unless a clause states otherwise. A reference to a day means a calendar day unless the context requires a business day, and business day means a day other than a Saturday, a Sunday or a public holiday in the state where the Company operates.
The Company plans, installs and runs satellite uplink and downlink sites for enterprise networks. The services may include a site survey and spectrum planning, dish installation and alignment, uplink and downlink commissioning, link monitoring and NOC support, bandwidth and SLA management, and maintenance and retrofit. Each of these is described in more detail on our services page.
The exact scope for a particular engagement is set out in the applicable quotation or agreement. Work that is not listed in that scope is not included, even if it is discussed informally. Where a change to the scope is needed, the parties will document the change and its effect on price and schedule before the extra work begins.
The Company may use subcontractors to perform part of the services. The Company remains responsible to the Customer for the work performed by its subcontractors and will ensure that they are bound by terms no weaker than those in this agreement.
A quotation issued by the Company is valid for the period stated in it. If no period is stated, the quotation is valid for thirty days. A quotation is an invitation to place an order and does not become a binding contract until the Company confirms the order in writing or begins work with the Customer knowledge.
The Customer is responsible for the accuracy of the information it provides when placing an order, including site details, access arrangements, equipment specifications and service dates. If inaccurate information leads to extra cost or delay, the Company may adjust the price and the schedule accordingly and will explain the reason.
The Company may decline an order where the site is unsafe, where the requested work is outside its competence, or where performing the work would breach a legal or regulatory obligation. If the Company declines an order after receiving a payment, it will refund the amount received for the work it will not perform.
The Customer will provide accurate and timely information about the site and the intended link, will obtain any internal approval needed for the work, and will make a responsible person available to coordinate the engagement. The Customer will also ensure that the equipment to be integrated with the station meets the specifications set out in the agreed design.
The Customer is responsible for any equipment that it owns or supplies, including its condition and its compatibility with the station. Where the Company identifies a risk posed by customer supplied equipment, it will raise the matter promptly and may pause the relevant part of the work until the risk is resolved.
The Customer will not use the station or the services for an unlawful purpose, will not interfere with the lawful use of the radio spectrum, and will comply with the licensing rules that apply to its transmissions. The Customer will notify the Company of any regulatory condition that affects the design or the operation of the station.
The Customer will provide safe access to the site at the agreed times and will inform the Company of any hazard, restriction or rule that applies there. This includes access procedures for roof work, the location of electrical services, and any requirement for a site induction or an escort.
The Company will perform its work in a safe manner, will follow the safety rules of the site where they are reasonable, and will keep the working area secure at the end of each shift. Work that requires an outage will be scheduled in advance and confirmed in writing.
If the Company reasonably determines that a site condition makes the work unsafe, it may stop work and withdraw its crew. In that event the parties will agree a remedy before work resumes, and any extra cost caused by the unsafe condition will be handled under the change process.
Fees are set out in the applicable quotation or agreement and cover the scope described there. Unless stated otherwise, fees are exclusive of taxes, duties, permits and travel expenses, which are charged in addition where they apply. Recurring services such as monitoring and SLA management are billed at the interval stated in the agreement.
Invoices are payable within the period stated on the invoice, and where no period is stated they are payable within thirty days of the invoice date. The Company may charge interest on late amounts at the rate permitted by law. The Customer will raise any invoice query promptly so that it can be resolved without delaying the undisputed portion.
The Company may suspend a service where an undisputed invoice remains unpaid beyond the due date. Before suspending a monitoring or support service, the Company will give written notice and will consider the operational impact on a live station.
The Company will use reasonable efforts to meet the dates agreed for survey, installation and commissioning. Those dates may be affected by weather, by access restrictions, by equipment lead times and by other matters outside the control of the Company. When a delay is foreseeable, the Company will inform the Customer promptly and propose a revised plan.
Where a delay is caused by the Customer, for example by late access, by a site that is not ready, or by missing equipment, the Company may charge for the time and travel already spent and may reschedule the work to the next available slot. The Company will document the cause of the delay and the cost involved.
Time spent waiting on site for a reason that is not the fault of the Company may be charged at the standby rate stated in the quotation. The Company will keep a record of standby time and will provide it with the invoice.
When the agreed work is complete, the Company will issue a commissioning record that documents the settings, measurements and any deviation from the design. Handover occurs when the Customer accepts the work in writing, or when the Customer puts the station into revenue service, whichever happens first.
If the Customer believes that the work does not meet the agreed scope, it will notify the Company within a reasonable period after handover and will describe the deficiency. The Company will investigate and, where the deficiency is confirmed and within scope, will correct it at no additional charge.
Minor items that do not prevent the station from operating may be listed as outstanding and resolved after handover. The existence of such items does not postpone acceptance of the rest of the work.
Where the Customer subscribes to monitoring, the Company will poll the station and trend the agreed parameters continuously. The Company will raise a ticket when a threshold is crossed and will triage the alarm with a duty engineer. The scope of first line response and the escalation path are defined in the applicable agreement.
The Customer will keep the Company informed of changes to the station configuration that could affect monitoring, such as a modem swap, a carrier change or a change to the site power arrangement. Monitoring thresholds may need to be re-baselined after such a change, and the Company will do this as part of the service.
Remote support relies on a working management path to the station. Where that path is lost for a reason within the Customer control, the Company will assist in restoring it but may charge for time spent outside the agreed support scope.
Where a service level is agreed, it is set out in the applicable schedule and expressed in measurable terms such as availability, response time and restoration time. The Company will report against those measures on the agreed cadence and will use the monitoring platform as the source of evidence.
Scheduled maintenance windows, agreed outages and events of force majeure are excluded from availability calculations. Where a service level is not met, the remedy is limited to the service credits stated in the schedule, unless the agreement provides otherwise.
The parties will review service level performance at the agreed intervals and will use the review to plan capacity changes, maintenance and any retrofit that the station may need.
The Company retains all rights in its designs, drawings, methods, software, templates and documentation, including the survey reports and commissioning records that it issues. The Customer receives a licence to use those documents for the operation and maintenance of the station that they describe.
The Customer retains all rights in its own data, its network configuration and any material it provides to the Company. The Customer grants the Company a licence to use that material only as needed to perform the services.
Neither party may use the other party name or marks in a public statement without written permission, except where a party is required to do so by law or where the use is a factual reference in a service report.
Each party will keep confidential the non public information of the other party that it receives in connection with the engagement. This includes technical designs, site details, pricing and commercial terms. Confidential information may be used only for the purpose of the engagement and may be shared only with people who need it and who are bound to keep it confidential.
These obligations do not apply to information that is already public, that becomes public without a breach of this agreement, that is independently developed without reference to the confidential information, or that is required to be disclosed by law. Where disclosure is required by law, the disclosing party will give prompt notice where it is lawful to do so.
The confidentiality obligations survive the end of the engagement for the period stated in the applicable agreement, or for five years where no period is stated.
The Customer is responsible for obtaining the permissions that relate to its site, its building and its use of the radio spectrum, unless the applicable agreement states that the Company will handle a specific item. The Company will provide the technical information needed to support an application where the Customer requests it.
The Company will perform its work in accordance with the licensing conditions that apply to the station and with the relevant health, safety and environmental rules. If a regulatory change affects the design, the parties will discuss the change and agree how to respond.
The Customer will not ask the Company to operate a station in a manner that breaches a licence condition or an interference limit. The Company may decline such a request and may suspend work where continuing would place it in breach of the law.
The Company warrants that it will perform the services with reasonable skill and care and in accordance with the agreed scope. The Company also warrants that installation work will be free from defects in workmanship for the period stated in the applicable agreement, which is normally twelve months from handover.
The warranty does not cover damage caused by misuse, by unauthorised modification, by lightning or other weather events beyond the design limits, or by equipment that the Customer supplied. Consumable parts and wear items are excluded unless the agreement states otherwise.
Where a valid warranty claim is made, the Company will repair or replace the affected work at its option and at no charge. This warranty is the Customer exclusive remedy for a defect in the services, to the extent permitted by law.
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be excluded. Subject to that, the following limits apply to the extent permitted by law.
Neither party is liable for indirect or consequential loss, for loss of profit, for loss of revenue, or for loss of anticipated savings, whether arising in contract, in tort or otherwise. The Company total liability arising from the services is limited to the fees paid by the Customer for the services giving rise to the claim in the twelve months before the claim arose.
The Company is not liable for a failure of a satellite, a spacecraft operator or a third party network that is outside its control, nor for a failure of customer supplied equipment or of a customer maintained facility.
The Customer will indemnify the Company against claims, losses and reasonable costs that arise from the Customer breach of these terms, from the Customer unlawful use of the station, or from a claim that customer supplied material infringes the rights of a third party.
The Company will indemnify the Customer against claims, losses and reasonable costs that arise from a finding that the Company services infringe the intellectual property rights of a third party, provided that the Customer promptly notifies the Company and allows the Company to control the defence.
A party seeking an indemnity will provide reasonable cooperation and will not settle a claim without the consent of the indemnifying party where that consent is required by the applicable agreement.
Either party may terminate an agreement for material breach if the breach is not remedied within thirty days of written notice. Either party may terminate immediately if the other party becomes insolvent or ceases to carry on business.
The Customer may terminate a recurring service by giving the notice stated in the applicable agreement. Termination does not relieve the Customer of the obligation to pay for work already performed and for commitments already made on its behalf.
On termination, the Company will hand over the documentation that belongs to the Customer, will return or delete customer data as the agreement requires, and will work with the Customer to transition a live station in an orderly way where the parties agree to do so.
Neither party is liable for a delay or a failure caused by an event beyond its reasonable control. Such events include severe weather, natural disaster, war, civil disturbance, industrial action, a failure of a public utility, an epidemic, and an act of government.
The affected party will notify the other party promptly and will use reasonable efforts to reduce the impact of the event. If the event continues for a prolonged period, either party may terminate the affected part of the agreement without liability for the unperformed work.
Weather that exceeds the design limits of the station is treated as a force majeure event for the purpose of a service level calculation, and the parties will record the event in the service report.
These terms are governed by the laws of the State of Connecticut, United States, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute that arises from these terms or from the services.
Before starting formal proceedings, the parties will attempt in good faith to resolve a dispute through discussion between senior representatives. If the dispute is not resolved within a reasonable period, the parties may proceed to mediation or to court as they see fit. Nothing in this clause prevents a party from seeking urgent relief where it is necessary to protect its rights.
The Company may update these terms from time to time to reflect changes in its services, in its operations or in the law. When a change is made, the revised terms will be posted on this page with a new revision date. Where a change materially affects an active engagement, the Company will give written notice to the affected Customer.
Continued use of the website or of the services after an update means that the revised terms are accepted. If a Customer does not accept a material change that affects an active agreement, the Customer may discuss the matter with the Company and may terminate the affected service in accordance with the agreement.
Questions about these terms, a request for a quotation, or a notice under an agreement should be directed to WEXCEL LIMITED LIABILITY COMPANY using the details below. Notices that the agreement requires in writing must be sent by email or by a method that provides a record of delivery.
WEXCEL LIMITED LIABILITY COMPANY
3 Apollo Rd, Bethel, CT 06801-1865, United States (US)
Email: orders@wexcel.lol
Phone: +18163069708
Website: www.wexcel.lol
Please include the station identifier and the agreement reference where one exists, so that your message reaches the correct record without delay.