DBN TERMS AND CONDITIONS FOR STARLINK MANAGED SERVICES

1. DEFINITIONS AND INTERPRETATIONS

1.1. In this Agreement, unless the context requires otherwise, the following words shall have the meaning ascribed to same below:

1.2. INTERPRETATION

1.2.1. Words importing the singular shall also include the plural and vice-versa where the context so requires.

1.2.2. The title of these conditions are for convenience of reference only and shall not be deemed to be part of this Agreement or in any way alter the interpretation or construction thereof.

2. PARTIES TO THE AGREEMENT AND SERVICES PROVIDED

2.1 This Agreement is entered into by and between DBN and the Customer for DBN to provide Services to the Customer subject to the Customer fulfilling its obligations set out herein and subject to the terms and conditions herein.

2.2. DBN shall provide the Customer with Services specified in Section C hereto subject to the terms and conditions hereinafter set out.

2.3. Starlink shall provide the Customer with the connectivity and satellite services and Service Plans.

2.4. Any addition / reduction of any new or existing Service already provided hereunder may be done on receipt of a formal written order (via registered post or electronic mail) by way of a duly completed schedule to this Agreement or otherwise by DBN from the Customer and/or execution of an amendment to this Agreement and such added /deducted Services shall be automatically included and be subject to the terms and conditions herein.

3. SERVICES AND EQUIPMENT

3.1. Subject to the terms of this Agreement, DBN shall provide the Services to the Customer in accordance with the Service Plan selected by the Customer as set out in Section C.

3.2. Equipment Supply: DBN shall supply to the Customer the Starlink Kit specified in Section C. Title to the Starlink Kit shall pass to the Customer upon delivery, subject to full payment of the purchase price.

3.3. Network Availability: The Services shall be subject to network availability as is determined by Starlink. and may not be available in all locations. Service availability is contingent upon factors including but not limited to satellite coverage, regulatory approvals, and technical capacity. For the avoidance of doubt, DBN will not be the Party providing or responsible for any satellite services used by the Customer.

3.4. Service Plans: The Customer shall select a Service Plan that is eligible for use in the specific location as set out in Section C. Details of the selected Service Plans, including data allocations, speeds, and features shall be more fully described in annex 1 hereto. For the avoidance of doubt, these Service Plans are solely determined by Starlink.

3.5. Service Location: Unless otherwise specified in the Service Plan, the Services shall be provided for use at the service address specified in the Agreement. Use of the Services at locations other than the specified service address may require a different Service Plan and may be subject to additional charges.

4. CUSTOMER OBLIGATIONS

4.1 Kit Installation and Use by Customer (where applicable)

1. Where the Customer elects to install the Starlink Kit independently, the Customer shall be responsible for installing and maintaining the Starlink Kit in accordance with the Setup Guide and this Agreement.
2. For fixed-use installations by the Customer, the Customer shall:
   1. install the Starlink Kit in a location that has a clear and unobstructed field of view as specified in the Setup Guide;
   2. install the Starlink Kit securely so that equipment will not become dislodged due to weather or other external factors;
   3. ensure compliance with all applicable laws, rules, and regulations including building codes, zoning, ordinances, business district rules, conditions, restrictions, lease obligations and landlord/owner approvals and requirements;
   4. pay any associated fees or other charges and obtain any permits and other authorizations necessary for the installation of the Starlink Kit; and
   5. acknowledge that DBN shall not be obliged to reimburse any installation expenses or restore property to the same physical state as prior to installation.
3. The Customer shall not modify any Starlink Kit in a manner that contradicts the Setup Guide or would otherwise alter the transmission characteristics of the equipment, including installation under a radome without Starlink’s prior written approval (which shall be procured through DBN). Modifications or alterations (including changes that are cosmetic in nature) may affect Service performance and void any applicable warranties. The Customer acknowledges that Starlink may, at its sole discretion, void the Limited Warranty if it determines that the Customer’s modification or installation of a Starlink Kit has resulted in a material degradation of the Service or Kit.

4.2. Military Use Restrictions: The Customer acknowledges that:

1. Starlink Services and Kits are commercial communication products not designed or intended for offensive or defensive military end-uses;
2. custom modifications of the Starlink Kits or Services for military end-uses may transform the items into products controlled under export control laws; and
3. DBN’s support is limited to standard commercial service support only.

4.3. Compliance with Laws and Policies

1. The Customer shall comply with all applicable laws, regulations, rules and directions / directives related to telecommunications, privacy, copyright, website blocking, internet use by minors, data protection, and rules on lawful intercept and government access to data related to the Services provided under this Agreement with the use of the Services and Kit.
2. The Customer shall comply with the Acceptable Use Policy – Starlink- Starlink and all other Starlink Policies available on Starlink Legal, as updated from time to time.
3. The Customer shall not use, or permit others to use, the Services in ways that violate this Agreement or the Starlink Policies.
4. The Customer is responsible for complying with the terms of any third-party services that the Customer subscribes to using the Starlink Services.
5. International Trade Laws and Sanctions: The Customer shall comply with all International Trade Laws in connection with its use of the Services and Kit. The Customer is strictly prohibited from directly or indirectly sharing, reselling, transferring, or otherwise making available the Services or Kit to any person or entity that is targeted by economic sanctions or export controls, or that is identified on any denied parties list, including the Specially Designated Nationals List, the Denied Persons List, the Entity List, or any other applicable government sanctions list. The Customer shall not use the Services or Kit in any manner that would result in a violation of International Trade Laws.

4.4. Data Usage Management:

1. The Customer acknowledges that once the Data Block is consumed, the Customer may have to purchase additional Data Blocks or Top-Up Data to maintain priority service levels. The Customer shall forward all requests for additional Data Blocks or Top-Up Data to DBN and shall not independently purchase or procure Top-Up Data directly from Starlink or any other party.

4.5. Security and Access:

1. The Customer shall maintain the security of the Kit and Services and shall not permit unauthorized access or use.
2. The Customer shall immediately notify DBN of any suspected security breach, theft, or loss of the Kit.
3. The Customer shall be liable and responsible for all use of the Services via the Customer’s Kit, whether authorized or unauthorized.

5. PAYMENT TERMS

5.1. Equipment Charges: The Customer shall pay DBN the one-time purchase price for the Starlink Kit and any accessories as specified in Section C.

5.2. Service Charges: The Customer shall pay DBN the recurring charges for the Services as specified in the Service Plan and Order, including:

1. monthly subscription fees for the selected Service Plan;
2. monthly terminal access charges per Kit; and
3. charges for any additional Data Blocks or Top-Up Data purchased and any other managed Services specified in Section C including Managed Services where applicable.

5.3. Payment Terms:

1. The Customer shall make payment to DBN for equipment charges within fifteen [15] days of the invoice date.
2. Service charges are billed monthly in advance and are due within fifteen [15] days of the invoice date.
3. All payments shall be made in LKR.

5.4. Disputed Charges: If the Customer disputes any charges on an invoice, the Customer shall notify DBN in writing within ten (10) days of the invoice date, providing detailed reasons for the dispute and timely pay all undisputed amounts. The Customer shall cooperate with DBN to resolve the dispute in good faith.

5.5 TAXES

1. Where appropriate and legally required, all taxes applicable under this Agreement and/or on the payments made hereunder shall be borne or paid by the Party charged with the tax unless otherwise specifically agreed hereunto.
2. The charges and payments under this Agreement are inclusive of all the taxes applicable. The Customer shall submit a valid proof of VAT registration with the Department of Inland Revenue for the purpose of obtaining a “tax invoice” in terms of the VAT Act.
3. Each Party shall be responsible for obtaining necessary registration, directions and to fulfil their respective tax obligations including the filing and reporting obligations where appropriate and applicable. Neither Party shall suffer any additional tax, duty, levy, penalty on account of the failure or omission of the other Party to obtain such registration, waiver, direction or abide by obligations herein and each of the Parties hereby agree to hold the other indemnified and harmless against any such claims or penalties.

6. RIGHTS OF DBN

6.1. DBN shall be entitled to reject any application for any services of DBN by the Customer in future for any reason DBN deems fit including, but not limited to, existence of outstanding sums payable to DBN by the Customer for any service whatsoever provided by DBN

6.2. In the event the Customer fails to settle any sum owed to DBN hereunder, DBN shall be entitled to set off such sum against any deposit the Customer may have paid DBN under any other Agreement.

6.3. DBN may change or discontinue the Service, prices, Kit versions, this Agreement, and Service Specifications from time to time where such changes arise from or are required by Starlink to its services, equipment, pricing, or terms. DBN shall provide the Customer with fifteen (15) days’ prior written notice before making any material changes to this Agreement. Notwithstanding the foregoing, any changes to Service Plans will be determined by Starlink in accordance with applicable regulatory approvals and the same will be communicated to the Customer by DBN.

6.4. By continuing to use the Services after the expiry of the notice period, the Customer agrees to and accepts any such changes. If the Customer does not agree to the changes, the Customer may terminate this Agreement by providing written notice to DBN before the changes take effect, in accordance with the termination provisions of this Agreement

6.5. DBN shall not be liable for any losses, costs, or liabilities arising from the Customer having entered into commitments, including locked-in pricing or long-term contractual arrangements, that may conflict with any future changes made by Starlink to its services, equipment, pricing, or terms. The Customer assumes the risk of any such conflict and acknowledges that DBN provides no guarantee of price or service continuity beyond the applicable notice period.

7. TERM AND TERMINATION

7.1 This Agreement shall commence on the Effective date set out in Section B in the front sheet of this Agreement and shall continue for the Term of this Agreement unless terminated in accordance with the clauses set out below.

7.2 DBN may terminate this Agreement with fifteen (15) days’ written notice to the Customer.

7.3 The Customer may terminate this Agreement by providing fifteen (15) days written notice to DBN, provided that the Customer shall remain liable for all charges accrued up to the effective date of termination.

7.4 Either Party may terminate this Agreement immediately by providing written notice if;

7.4.1 the other Party commits a material breach of this Agreement and, if the breach is capable of remedy, fails to remedy the breach within thirty (15) days of receiving written notice specifying the breach and requiring it to be remedied;

7.4.2 the other Party becomes insolvent, enters into liquidation (whether voluntary or compulsory), has a receiver or administrator appointed over its assets, enters into any arrangement with creditors, or ceases to carry on business.

7.5 Effect of Termination –

1. Upon termination of this Agreement for any reason, the Customer shall immediately:
   1. cease all use of the Services;
   2. pay all outstanding amounts due to DBN; and
   3. return any equipment owned by DBN (if applicable).
2. Termination shall not affect any rights or liabilities that have accrued prior to termination.
3. The Customer acknowledges that DBN is not liable for any compensation, reimbursement, or damages based on loss of prospective profits, anticipated orders, or other types of expenditures, investments, or commitments in connection with this Agreement.
4. No termination of this Agreement will relieve the Customer of any liability for any breach of any provision of this Agreement prior to the date of such termination.

7.6 Refunds on Termination:

5. If DBN terminates this Agreement for its convenience in accordance with clause 7.2, and the Customer returns any unopened, unused, and undamaged Kits to DBN within thirty (30) days of termination, DBN shall refund the Customer the purchase price paid for such returned Kits (excluding taxes and shipping).
6. If DBN terminates this Agreement for its convenience, the Customer shall be entitled to a pro-rata refund of any prepaid Service fees for the period after the effective date of termination.
7. If either Party terminates this Agreement for cause in accordance with clause 7.4, no refund shall be provided to the defaulting Party.

7.6A Upstream Termination by Starlink

The Customer acknowledges that DBN’s ability to provide the Services is entirely dependent upon DBN’s continued status as an authorised reseller of Starlink. In the event Starlink terminates or suspends DBN’s reseller rights or the Reseller Agreement between DBN and Starlink, or Starlink decides or is required to terminate the Service, or for any other reason, DBN shall be entitled to terminate this Agreement by providing the Customer with written notice as soon as reasonably practicable. In such circumstances:

1. DBN shall use reasonable endeavours to provide the Customer with the maximum notice period permitted by the circumstances;
2. DBN shall not be liable to the Customer for any loss, damage, cost, or liability arising directly or indirectly from such termination, including loss of profits, loss of data, or loss of anticipated savings; and
3. DBN shall provide such transition assistance to the Customer as is reasonably practicable in the circumstances, including facilitating the Customer’s direct engagement with Starlink or another authorised service provider where possible.

7.7 Transition Services on Termination:

In the event of termination of this Agreement by either Party, DBN shall use reasonable endeavours to provide the Customer with transition assistance for a period of up to sixty (60) days following the effective date of termination (the “Transition Period”), subject to DBN’s continued ability to access and provide the Services. During the Transition Period:

1. DBN shall continue to provide the Services and support to the Customer to the extent permitted by applicable law and DBN’s arrangements with Starlink;
2. DBN shall not make any material changes to this Agreement or pricing during the Transition Period; and
3. the Customer shall cooperate with DBN in good faith to ensure an orderly transition.

The Transition Period shall not apply where this Agreement is terminated by DBN due to the Customer’s breach or insolvency under clause 7.4.

7.8 DBN shall be entitled to terminate this Agreement with immediate effect with written notice to the Customer in the event of any revocation, suspension, non-renewal or any other adverse regulatory action affecting DBN’s licence issued under Section 21 of the Sri Lanka Telecommunications Act No. 25 of 1991 (as amended). DBN shall not be liable to the Customer for any loss, damage, cost or liability arising directly or indirectly from such termination and the provisions of clause 7.5 shall apply.

8. INDEMNITY

8.1 The Customer shall defend, indemnify and hold harmless DBN, its employees, officers, representatives, successors, agents, and affiliates against all losses, claims, causes of action, damages, liabilities, judgments, demands, settlements, costs and expenses, including reasonable attorneys’ fees, arising out of or related to (i) the Customer’s installation, use, repair, removal, or any other works carried out with respect to Services or the Starlink Kits; and (ii) Customer’s breach of this Agreement, (iii) Customer’s violation of any applicable laws, regulations or any third-party rights, (iv) any negligent, reckless or intentionally wrongful acts or omissions by the Customer or (v) any claims by third parties arising from the Customer’s use of the Services or Kit.

8.2 This clause shall survive the termination or expiry of this Agreement.

9. LIMITATION OF LIABILITY

9.1 DBN shall not be liable to the Customer under this Agreement for any lost profits, lost or corrupted data, computer failure or other technical malfunction, data security breach, or for any special, incidental, indirect, exemplary, punitive, or consequential damages, regardless of whether DBN was informed of or was aware of the possibility of such loss or damage and regardless of whether claims are asserted based on contract, statute, tort, strict liability, negligence, or any other legal or equitable claim or theory. These exclusions apply to all claims or damages arising out of or related to this Agreement, the Services, or the Starlink Kit, and shall apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

9.2 DBN’s total liability to the Customer for any individual claim or all claims in the aggregate shall not exceed the total amount paid by the Customer to DBN under this Agreement in the two (2) months immediately preceding the event giving rise to the claim. This cap applies to all claims or damages arising out of or related to this Agreement, the Services, or the Starlink Kit, regardless of the basis on which liability is asserted.

9.3 DBN shall not be liable for the quality or the provision of the Services, any interruption in Services, for loss of or non-transmission of any data by using the Services, including if same is due to virus attack or network breakdown or if it is due to an act or omission of the Customer or for any interference or adverse effect caused to Customers equipment/apparatus due to provision/operation of Services provided hereunder.

9.4 DBN makes no conditions, warranties or representations about, and shall not be liable whatsoever for, the suitability, reliability, usability, security, quality, capacity, performance, availability, timeliness, speed or accuracy of the Services, any other products or services supplied hereunder or networks of third parties. DBN expressly disclaims all conditions, warranties and representations, express, implied or statutory, including but not limited to implied conditions or warranties of merchantability, fitness for a particular purpose, durability, title and non-infringement, whether arising by usage of trade or otherwise.

10. INTELLECTUAL PROPERTY

10.1. Ownership: The Customer acknowledges and agrees that:

1. Starlink retains all right, ownership, title, and interest, including all intellectual property rights and associated goodwill, in and to the Services, Kit, Software, and any other intellectual property provided in connection with the Services;
2. DBN retains all right, ownership, title, and interest in and to DBN’s intellectual property, including but not limited to DBN’s trademarks, branding, and proprietary systems; and
3. nothing in this Agreement grants the Customer any rights, ownership, title, or interest in or to any intellectual property of Starlink or DBN, other than the limited licenses expressly granted in this Agreement.

10.2. Software License: The Software installed on the Starlink Kit is licensed (not sold) to the Customer on a non-exclusive, non-transferable, non-sublicensable, limited, and revocable basis for use as installed on the Starlink Kit, subject to the Software License and Usage Terms published by Starlink and as updated from time to time.

10.3. License Restrictions: The Customer shall not:

1. copy, modify, adapt, translate, or create derivative works of the Software;
2. reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
3. remove, alter, or obscure any proprietary notices on the Software or Kit;
4. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Kit to any third party; or
5. use the Software or Kit in any manner not expressly authorized by this Agreement.

10.4. Trademarks: The Customer shall not use any trademarks, service marks, trade names, or logos of Starlink or DBN without prior written consent. All goodwill arising from any authorized use shall inure to the benefit of Starlink or DBN, as applicable. Without limitation to the foregoing, the Customer is expressly prohibited from using any Starlink trademarks, service marks, trade names, logos, or other Starlink intellectual property in any manner whatsoever without the prior written consent of both DBN and Starlink. The Customer shall not represent itself as an authorised Starlink reseller, authorised Starlink partner, or in any way indicate that Starlink has a direct agreement or relationship with the Customer.

11. WARRANTIES AND DISCLAIMERS

11.1. Limited Warranty – Equipment:

1. DBN shall use reasonable efforts to ensure that the Starlink Kit, at the time of delivery, is in working order and substantially meets the standards set forth in the manufacturer’s specifications. DBN does not warrant or guarantee the condition of the Starlink Kit beyond such reasonable efforts.
2. Limited Remedies. The remedies set forth in this clause 11.1 (Limited Warranty – Equipment) and clause 7.6 (Refunds on Termination) are the Customer’s sole and exclusive remedies against DBN for breaches of warranty, service deficiencies, unavailability, and any other Kit-related breaches. The Customer shall have no other remedy against DBN in respect of any defect or failure of the Starlink Kit beyond those expressly set out in this clause 11.1 and clause 7.6.
3. If the Starlink Kit fails to meet the limited warranty standard during the warranty period, the Customer may submit a written warranty claim to DBN within the below specified warranty periods, and DBN shall pursue a warranty claim with Starlink on behalf of the Customer. At Starlink’s choice, Starlink may repair or replace the defective Kit with a new, different or refurbished device or part within thirty (30) days of receiving the claim. Any replacement device or part shall be covered by the limited warranty for the greater of three (3) months or the remainder of the original warranty period.
4. The warranty period for the Kit shall be as follows: (i) Performance Kit (Gen 3): either (a) thirty-six (36) months from the date of the original purchase, or (b) twelve (12) months from initial activation of the Kit, whichever is later, provided that all warranties shall expire within forty-eight (48) months of purchase; and (ii) All other Kits: either (a) twenty-four (24) months from the date of the original purchase, or (b) twelve (12) months from initial activation of the Kit, whichever is later, provided that all warranties shall expire within thirty-six (36) months of purchase.
5. Pass-through of Starlink warranty – The Customer acknowledges that the Kit warranties set out in this clause 11 are back-to-back with, and derived from, the limited warranty that Starlink provides to DBN as an authorised reseller under the reseller agreement between DBN and Starlink. DBN’s warranty obligations to the Customer under this clause 11 are co-extensive with and limited to the warranty that Starlink provides to DBN. DBN shall have no greater warranty liability to the Customer than the warranty obligation that Starlink owes to DBN under that arrangement. DBN’s ability to honour warranty claims under this clause 11 is contingent upon Starlink honouring its corresponding warranty obligations to DBN. All warranty claims by the Customer must be submitted to DBN in writing, and DBN shall escalate such claims to Starlink on the Customer’s behalf.

11.2. Warranty Exclusions: The warranty in clause 11.1 does not apply to:

1. defects caused by accident, misuse, abuse, negligence, or failure to follow the Setup Guide or other operating instructions;
2. defects caused by use of the Kit in a manner not intended by the manufacturer or contrary to this Agreement;
3. defects caused by modifications or alterations to the Kit not approved in writing by DBN or Starlink;
4. normal wear and tear, or cosmetic damage that does not affect functionality;
5. damage caused by external factors including but not limited to fire, flood, extreme weather, lightning, power surges, or acts of third parties;
6. Kits that have been opened, repaired, or serviced by any person other than DBN or an authorized service provider;
7. any defect arising after the expiration of the warranty period.

11.3. Warranty Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN CLAUSE 11.1, DBN PROVIDES THE KIT AND SERVICES “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DBN DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING DISCLAIMER APPLIES EQUALLY TO THE SERVICES AS PROVIDED UNDER THIS AGREEMENT. DBN MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

11.4. Service Disclaimer:

1. DBN does not warrant that the Services will be uninterrupted, error-free, or meet the Customer’s specific requirements.
2. Service performance may vary based on factors including but not limited to network congestion, weather conditions, satellite coverage, and the Customer’s location and installation.
3. Stated speeds and uninterrupted use of Services are not guaranteed.

11.5. No Mission-Critical Use: THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE CUSTOMER’S USE OF SERVICES AND THE STARLINK KIT, AND SUCH USE BY ANYONE USING THE CUSTOMER’S ACCOUNT, IS AT THE CUSTOMER’S SOLE RISK. THE SERVICES ARE NOT SUITED OR INTENDED AS A MISSION-CRITICAL OR SAFETY-OF-LIFE SERVICE. DBN SHALL NOT BE LIABLE FOR ANY HARM, LOSS, OR DAMAGE ARISING FROM THE CUSTOMER’S RELIANCE ON THE SERVICES FOR ANY CRITICAL OR SAFETY RELATED PURPOSE.

12. NOTICES

12.1 Any notice required to be given hereunder shall be deemed sufficiently and duly given only if sent by email (valid only where receipt is acknowledged by the other Party), registered post, hand delivery with due acknowledgement, courier or fax to the respective parties to the addresses mentioned below or to such other address written notice of which has been given, addressed to the following officers:

To DBN: Senior General Manager – Dialog Enterprise,
Dialog Broadband Networks (Pvt) Ltd.,
No. 475, Union Place, Colombo 2.
Tel:(011) 7102750
E-mail Address –
With copy to the relevant Account Manager coordinating Services hereunder, at the above address:

To the Customer: Address, E-mail and telephone number as stated in Section A in the front sheet of this Agreement.

12.2 The Customer contact points shall be as per Clause 12 herein and the Customer shall immediately inform DBN in writing of any change in the address/ contact points referred to same.

12.3 Any requests/ communications/ notices by the Customer for temporary or permanent disconnection of any link, or suspension of any Service, fault reporting and inquiries shall be addressed as per Section A in the front sheet of this Agreement and/or to the relevant account manager whose details are given in Section D of this Agreement.

13. ASSIGNMENT

13.1 The Customer shall not assign all or any part of this Agreement to any other Party without prior written approval of DBN.

13.2 The DBN shall not assign all or any part of this Agreement to any other Party without prior written approval of Customer.

14. WAIVER

14.1 No delay, neglect or forbearance on the part of either party in enforcing against the other party any Term or Condition of this Agreement and no grant of any extension of time by either party (whether with or without consideration thereof) shall be deemed to be a waiver of or in any way prejudice any right of either party under this Agreement against the other party. No waiver of any term or condition hereof by either party shall be deemed to be a subsequent waiver of the same term/condition or waiver of any other term or condition.

15. FORCE MAJEURE

15.1 No party hereto shall be deemed to be in default of any provisions hereof for any delay, failure in performance or interruption of services resulting directly or indirectly from an act of God or military authority, acts of public enemy, civil disturbance, acts of war – whether declared or not, accident, act of Government or imposition of a rule/regulation by the Government, fire, explosion, earthquake, pandemic, epidemic, flood or any other natural disaster or any other event beyond the reasonable control of any party (hereinafter referred to as “Force Majeure Events”), provided the party facing such Force Majeure Event shall within Twenty Four (24) hours issue a notice in writing to the other party (a “Force Majeure Notice”) detailing the occurrence of such Force Majeure Event and its anticipated effect upon the performance of the Agreement. As appropriate the Force Majeure Notice shall also state any extension of time that is required by such Party and the details of any alternative method sought by such party to fulfill its contractual obligations under the Agreement and additional cost, if any, involved in such alternate method.

15.2 The party receiving the Force Majeure Notice at its sole discretion, may agree with such extension of time, alternate method sought by the party sending such Notice. If such agreement is reached by the parties, it will amount to a modification or amendment to the Agreement under Clause 17.1 hereof.

15.3 If the Force Majeure Event shall prevail for more than three (03) months, the party receiving such Force Majeure Notice may immediately after the said three months’ period, terminate this Agreement by giving the other party notice in writing, notwithstanding any agreement reached by the parties under Clause 15.1 above. Neither party shall be liable to pay the other any damages upon such termination.

16. SEVERABILITY

16.1 In the event any provision of this Agreement including those relating to any limitations of liability or limitation on warranties is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

17. ENTIRE AGREEMENT

17.1 This Agreement constitutes the complete agreement between the parties hereto and supersedes all prior or contemporaneous agreements or understandings or representations written or oral concerning the subject matter of this Agreement. This Agreement may not be amended except in writing signed by duly authorized representatives of each Party. No other act, document, usage or custom shall be deemed to amend or modify this Agreement. All headings herein are for the ease of reference only and shall in no way affect the interpretation of any provision herein.

18. CONFIDENTIALITY

18.1. Confidential Information: Each Party shall keep confidential and shall not disclose to any third party any information disclosed by the other Party that is marked as confidential or that by its nature would reasonably be considered confidential (“Confidential Information”).

18.2. Permitted Disclosure: A Party may disclose Confidential Information:

1. to its employees, officers, professional advisers, and contractors who need to know the information for the purposes of this Agreement and who are bound by confidentiality obligations no less stringent than those in this Agreement;
2. to the extent required by law, regulation, or court order, provided that the disclosing Party gives the other Party prompt written notice of such requirement and reasonable assistance to limit the disclosure; or
3. with the prior written consent of the other Party.

18.3. Standard of Care: Each Party shall protect the other Party’s Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

18.4. Exceptions: The confidentiality obligations in this clause 9 do not apply to information that:

1. was known to the receiving Party prior to disclosure by the other Party;
2. is or becomes publicly available through no breach of this Agreement by the receiving Party;
3. is independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information; or
4. is rightfully received by the receiving Party from a third party without breach of any confidentiality obligation.

18.5. Return or Destruction: Upon termination of this Agreement or upon request by the disclosing Party, the receiving Party shall promptly return or destroy all Confidential Information of the disclosing Party and certify such destruction in writing, except to the extent the receiving Party is required by law to retain such information.

18.6. Survival: The obligations in this clause shall survive termination of this Agreement

19. WARRANTY OF AUTHORITY

The parties hereto represent and warrant to each other that their authorized signatories are entitled to sign on their behalf and the rights and obligations of each of the parties hereto shall be legally valid and binding and enforceable on them.

20. COMPLIANCE OBLIGATIONS

20.1 The anti-bribery and anti-corruption, sanctions, information security, network access, and data protection clauses published at https://www.dialog.lk/legal are incorporated by reference and form an integral part of this Agreement. The Customer acknowledges review of and agrees to comply with these incorporated clauses as updated from time to time.

20.2 DBN acts as the Controller as defined by applicable Data Protection laws and in respect of any personal data of the Customer and its authorised users collected and processed in connection with the provision of the Services under this Agreement. DBN shall process such personal data in accordance with DBN’s Privacy Notice available at https://www.dialog.lk/privacy-notice, as updated from time to time, and in compliance with all applicable data protection and privacy laws.

20.3 The Customer is responsible for ensuring that any personal data it provides to DBN in connection with this Agreement is accurate, up to date, and provided with appropriate authority or consent where required by applicable law.

20.4 The Customer acknowledges that Starlink acts as the Controller as defined by applicable Data Protection laws and in respect of personal data of DBN and DBN’s employees, representatives, or agents, and that Starlink’s privacy and data protection practices are set out in the Starlink Services Privacy Policy available at Global Privacy Policy – Starlink, as amended from time to time.

20.5 The Customer shall comply with all applicable data protection and privacy laws in connection with its use of the Services, including any obligations relating to lawful intercept and government access to data.

21 GOVERNING LAW

This Agreement shall be governed and construed in accordance with the applicable laws of Sri Lanka.

22. SETTLEMENT OF DISPUTES

21.1 If any dispute or difference whatsoever arises between the parties concerning matters relating to this Agreement or any provision thereof, the parties herein shall use their best endeavours to resolve the dispute or difference amicably.

21.2 Failing amicable resolution, such dispute or difference shall then be referred to a court of law of Sri Lanka.

---

ANNEXURE 1

1. Support responsibility

Support Area	Owner
Satellite uptime	Starlink
Kit replacement	DBN
Field maintenance	DBN
Cx led Installation	Customer
DBN Installed devices	DBN
Fault escalation	L1 Support

2. Service Management

Service Component	Provided By
Satellite connectivity	Starlink
Service plans & bandwidth	Starlink
Starlink Kit supply	DBN
Installation (optional)	DBN
On-site support (Optional)	DBN
Maintenance (Optional)	DBN
SLA – connectivity	Starlink
SLA – managed services	DBN