Updated: 25.Mar.2026

Terms of Sale

These Terms of Sale (“Terms”) govern all sales of hardware, software, and related products (collectively, “Products”) supplied by SPH Engineering, SIA, company registered in the Republic of Latvia (registration number 50103629321) with its registered seat at Dzirnavu street 62-9, Riga, LV1050, Latvia (“Company”) to any purchaser, distributor, or reseller (“Customer”). Products may be purchased through the Company’s online shop or directly from the Company (e.g., by purchase order, distribution agreement, or other written arrangement). By placing an order or accepting delivery, the Customer agrees to these Terms.

1. Scope of Products

1.1 “Company Products” means hardware and software manufactured, developed, or licensed directly by the Company.

1.2 “Third-Party Products” means hardware and software manufactured or licensed by a third party and supplied by the Company.

1.3 These Terms apply to all Company Products and Third-Party Products, except where expressly stated otherwise.

2. Purchasing Channels

2.1 Products may be purchased:

(a) Online Shop – Orders placed via the Company’s e-commerce platform https://shop.sphengineering.com ("shop.sphengineering.com"), subject to these Terms and any additional online terms published at checkout.

(b) Direct Purchase – Orders placed directly with the Company via purchase order, quotation, or signed contract.

2.2 Regardless of the purchasing channel, these Terms shall apply, unless expressly superseded by a signed written agreement between Customer and the Company.

3. Orders and Acceptance

3.1 All purchase orders (whether online or direct) are subject to written acceptance or fulfillment by the Company.

3.2 Minimum order quantities, lead times, or forecast requirements may apply to direct orders.

3.3 Online shop orders are final once placed and may not be cancelled, changed, or rescheduled.

3.4 Direct orders, once accepted by the Company, may not be cancelled or rescheduled without the Company’s prior written consent.

3.5 Purchases from SPH Engineering’s Reseller are subject to direct relationships between Customer and Reseller. Resellers are independent entities, and SPH Engineering does not regulate Resellers’ terms of sale.

4. Pricing and Payment

4.1 Prices are those displayed on the Company’s online shop or as quoted by the Company in writing, depending on the purchasing channel.

4.2 Prices are exclusive of taxes, duties, tariffs, freight, and insurance unless otherwise stated.

4.2.1 If the Company has the legal obligation to pay or collect Taxes for which the Customer is responsible, the appropriate amount shall be invoiced to and paid by the Customer.

4.2.2 If the Customer provides a valid EU VAT registration number, the VAT will not be charged (0%).

4.2.3 If the applicable VAT rate (or other included tax or duty) changes during the contract (subscription) term, the tax-inclusive price will adjust accordingly.

4.3 Payment terms:
(a) Online shop orders require advance payment at checkout, unless otherwise specified.
(b) Direct orders are invoiced under agreed terms (full advance payment), unless otherwise specified

4.4 Accepted payment methods are those specified on the Company’s website (for online shop orders) or on the invoice (for direct purchases).

5. Delivery and Risk of Loss

5.1 Delivery dates are estimates only and not guaranteed.

5.2 Title to the hardware transfers to Customer upon delivery to the carrier. Risk of loss or damage shall be governed by CIP [Destination] (Incoterms 2020); accordingly, risk transfers to the Customer upon delivery to the first carrier, while the Company shall provide insurance coverage for the goods until they reach the specified destination.

5.3 For software, delivery occurs upon electronic transmission or license key provision.

5.4 The Company is not liable for delays due to force majeure or events beyond its control.

6. Software Licensing

6.1 Company Software is licensed, not sold, and may be offered either as:

6.1.1 Subscription License – a time-limited license granting use of the software for the subscription period, which may be renewed monthly or annually, subject to renewal and the applicable EULA.

6.1.2 Perpetual License – a one-time license granting indefinite use of the software subject to the applicable EULA.

6.2 Third-Party Software is provided under the applicable third-party software license terms and may also be perpetual or subscription-based.

6.3 Subscription License for Company software products

6.3.1 Activation
Upon successful creation of a subscription, the Customer in his stated email will receive a software license code, subscription activation notification, and invoice.

6.3.2 Billing
The subscription begins once the Customer’s initial payment is successfully processed. The Customer will be charged monthly or annually, as indicated during purchase, until the subscription is cancelled. Customers will be notified 3 days before the upcoming payment. After each successful recurring payment, the validity of the software code will be automatically extended for 1 month/1 year, and an email notification and a Purchase Invoice (PDF attachment) will be sent to the customer's email address associated with the payment method.

6.3.4 Subscription Cancellation (Unsubscribing)
Deactivating the license code in the software does not constitute cancellation of the subscription or termination of financial obligations. To unsubscribe and stop future billing, the Customer must:
(a) Click the Unsubscribe link provided in the purchase notification email; or
(b) Create an account at https://shop.sphengineering.com/ using the same email address used for purchase; or
(c) Send a request to support@sphengineering.com from the email address associated with the purchase.

6.3.5 Effect of Cancellation
If the Customer unsubscribes after a payment has been charged, future automatic charges will cease, but the software license code will remain valid until the end of the paid period, as stated in the invoice.

6.3.5 Unsuccessful payments
If the renewal payment fails - The Customer will receive a notification email and the validity of the software code will not be extended. The Customer is obliged to take action and to check the used payment option's balance and validity. If paid with a payment card - the payment system will check the possibility of the payment 3 times every 72 hours. After this period the Software code will be blocked for future use. Customers can apply for a new subscription.

6.3.6 Non-Refundable
All subscription payments are non-refundable.

6.3.7 Subscription Support and Updates for Company software products
During the period of an active subscription, the Customer is entitled to receive all applicable software updates, upgrades, and patches released by the Company, as well as access to the Company’s technical support services specified by the Company. Access to updates and support is valid only while the subscription remains active and paid in full.

6.4 Perpetual License – for Company software products

6.4.1 The first year from first activation of use for any Company product perpetual license includes Support and Updates. Support is offered exclusively for the latest publicly available versions of Company software products.

6.4.2 Starting from the second year after the first activation of the Company software license, the Customer may prolong the Annual Support & Update period to access:

Updates to the latest version of Company software.
Company support team via email (support@sphengineering.com) or through phone/video conferencing software during Company's business hours.

6.4.3 Annual Support and update period is valid for 1 (one) year since the day of purchase.

6.4.4 If the Customer chooses not to prolong the Annual Support & Update pack, the last installed version of Company software during a valid Support & Update period will remain fully functional but will no longer receive updates and/or support.

6.4.5 SkyHub Support pack is tied to a specific SkyHub unit identified by its serial number, and pricing depends on the number of activated software options.

6.4.6 Access to new versions of SkyHub software updates, including the Custom Payload Monitor and SkyHub firmware, is provided free of charge to all users.

6.5 The Customer should read the End-User License Agreement (EULA) carefully. By purchasing, installing, and/or otherwise using all or any part of the software purchased via any purchase channel, as defined in the EULA, the Customer accepts and undertakes to be bound by all the terms and conditions of the EULA. If the Customer does not agree to the EULA, they must not use the software.

6.6 All software (Company or Third-Party), whether provided under a subscription or perpetual license, is provided “as is” to the fullest extent permitted by law. Any applicable warranties for software are governed exclusively by the applicable End-User License Agreement (EULA).

7. Hardware products

7.1 The Company designs, develops, and manufactures its own hardware products, which are offered for sale directly to Customers either independently or as part of integrated systems and solutions. All such products are subject to these Terms of Sale and the applicable technical documentation provided by the Company.

7.2 In addition to manufacturing its own products, the Company acts as a distributor of hardware products manufactured by third parties. Such distributed hardware products are sold either as standalone items or as part of integrated solutions and remain subject to the applicable third-party specifications, documentation, and warranty terms, unless expressly stated otherwise in writing by the Company.

7.3 Delivery of physical goods shall be initiated only after full payment has been received and confirmed in the Company payment gateway or bank account unless otherwise agreed in writing. Physical goods will be delivered to the delivery address provided by the customer in accordance with Incoterms® 2020 CIP (Carriage and Insurance Paid To), unless otherwise agreed in writing. The customer is solely responsible for all customs duties, import taxes, clearance fees, and any other charges, costs, or formalities imposed by the destination country.

7.4 Inspection and Acceptance

7.4.1 The Customer shall inspect all hardware deliveries within 10 (ten) business days of receipt.

7.4.2 Hardware shall be deemed accepted unless written notice of defects or non-conformance is provided within that period.

7.5 Support for Company hardware products is included in the purchase price for one year following delivery, plus an additional one-month grace period to account for logistics. Access to support beyond this initial period requires the purchase of a SkyHub support pack.

8. Company Product Warranty and Coverage

8.1 The Company warrants that its hardware Products shall be free from defects in material and workmanship under normal use for a period of one (1) year (365 days) from the date of shipment.

8.2 This warranty applies only to Products purchased directly from the Company or from the Company authorized Reseller.

8.3 Third-Party Products are covered exclusively by the original manufacturer’s or licensor’s warranty, if any. The Company makes no warranties regarding Third-Party Products and provides them on a pass-through basis only.

8.3.1 This warranty does not cover, and the Company shall have no responsibility for, defects or failures resulting from:

Misuse, abuse, neglect, accident, or improper installation or operation
Mechanical, thermal, water, chemical, or radiation damage or exposure
Use of custom or third-party cables, sensors, or components not provided or approved by the Company
Cabling, electrical, and/or mechanical reconfigurations of a powered-on system
Unauthorized modification, tampering, servicing, or disassembly
Normal wear and tear

Products contain no user-serviceable parts inside of casings. Any evidence of tampering voids the warranty.

8.4 Warranty Claims and Disclaimers

8.4.1 Company makes no other warranties, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose.

8.4.2 A valid warranty case exists only if the Product fails to operate in accordance with the official documentation.

8.4.3 Dissatisfaction with the Product’s performance or deviation from user expectations shall not constitute a warranty claim.

8.4.4 All statements, technical information, and recommendations related to Company's products are based on information believed to be reliable, but the accuracy or completeness is not guaranteed. Before using this product, it must be evaluated and determined whether it is suitable for the intended application. The owner of the Product assumes all risks and liability associated with such use. Any statements related to the product, which are not contained in Company's current publications, or any contrary statements contained on your purchase order shall have no force or effect unless expressly agreed upon, in writing, by an authorized officer of Company.

8.4.5 If failure of any Product resulted from the use of custom cables or sensors not provided or tested by Company or from cabling of a powered-on system, Company shall have no responsibility to replace or repair the Product.

8.4.6 If failure of any Product resulted from accident, abuse or misapplication, Company shall have no responsibility to replace or repair the hardware Product.

8.4.7 The Company shall replace any hardware component that fails to comply with the Company’s Limited Warranty, provided that the Customer returns the defective component to the Company, postage prepaid, together with a copy of the original proof of purchase.

8.4.8 Except where prohibited by law, the Company makes no other warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability or fitness for a particular purpose.

8.4.9 No oral or written information or advice provided by the Company, its resellers, or agents shall create a warranty beyond what is expressly stated herein.

8.4.10 This warranty gives the owner of the Product specific rights. The owner of the Product may have other rights which vary from country to country, territory to territory and certain limitations contained in this limited warranty may not apply to the owner of the Product.

8.4.11 Any statements not contained in the Company’s current official documentation or publications, or contrary statements included in a purchase order, shall have no binding effect unless expressly agreed in writing by an authorized Company officer.

8.5 Returns

8.5.1 For all repairs, equipment must be shipped to Riga, Latvia (EU), or directly to the manufacturer of any third-party hardware or sensors, as directed by an authorized Company Representative. All returns must be pre-approved, validated, and accepted in writing by a Company Representative prior to shipment. Failure to obtain such prior approval may result in delays and/or additional costs, including but not limited to shipping fees, customs clearance charges, and other administrative expenses.

8.5.2 All shipment costs related to repairs not covered by the warranty must be fully borne by the customer.

8.5.3 Inbound shipments (to the Company): During the warranty period, SPH Engineering will handle and cover all shipping costs for approved shipments related to the repair or replacement of the product, including transportation to the SPH Engineering service location. Shipment pickup will be arranged from a location accessible by regular courier services.

8.5.4 Outbound shipments (return to the Customer): Upon completion of warranty repair or replacement, SPH Engineering will cover the cost of return transportation to the customer. Delivery will be arranged to a location accessible by regular courier services. The customer is responsible for customs clearance, administrative procedures, and any associated costs upon receipt of the returned product.

8.6 Inspection and Repair of Hardware

8.6.1 Upon receipt of the hardware, the Company shall inspect the hardware and provide an estimate of any damage and associated repair costs within five (5) business days.

8.6.2 Repairs shall commence only after the Customer has:
(a) confirmed acceptance of the estimated repair costs and
(b) paid the applicable repair charges in full.

8.6.3 Unless otherwise agreed in writing by the parties, repairs may take up to six (6) weeks from the date payment is received by the Company.

9. Limitation of Liability and Remedies

9.1 Exclusive Remedy

The Customer’s sole and exclusive remedy, and the Company’s entire liability, for any breach of warranty or defect in a Product shall be, at the Company’s option, repair or replacement of the defective Product in accordance with these Terms.

9.2 Excluded Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, the Company shall not be liable for any:

Indirect, incidental, special, punitive, or consequential damages
Loss of profits, revenue, business, data, goodwill, or use
Business interruption or system downtime

even if the Company has been advised of the possibility of such damages.

9.3 Liability Cap

The Company’s total cumulative liability arising out of or relating to any Product, order, or these Terms shall not exceed the amount actually paid by the Customer for the specific Product giving rise to the claim.

9.4 Third-Party Products

For Third-Party Products, the Company’s liability is strictly limited to passing through any warranty, remedy, or liability provided by the third-party manufacturer or licensor. Under no circumstances shall the Company be liable beyond such pass-through remedies.

9.5 Risk Allocation

The Customer acknowledges and agrees that the pricing of the Products reflects the allocation of risk set forth in these Terms and that the limitations of liability are an essential basis of the bargain between the parties.

10. Intellectual Property and Software Restrictions

10.1 Ownership

All intellectual property rights in and to the Products, including but not limited to software, firmware, documentation, designs, and know-how, are and shall remain the exclusive property of the Company or its licensors.

No transfer of ownership is made under these Terms.
No rights are granted except as expressly stated therein.

10.2 Restrictions

The Customer shall not, and shall not permit any third party to:

Reverse engineer, decompile, disassemble, or attempt to derive source code
Modify, adapt, translate, or create derivative works
Circumvent technical limitations or license controls
Remove or alter proprietary notices

Except to the extent such restriction is expressly prohibited by applicable mandatory law.

10.3 Confidential Information

The Customer shall treat all non-public technical, commercial, and proprietary information received from the Company as confidential and shall not disclose it to third parties without the Company’s prior written consent.

11. Compliance with Laws

11.1 Customer shall comply with all applicable laws, including trade compliance, export controls, and anti-bribery laws.

11.2 Customer shall not resell Products into embargoed countries or to restricted entities.

12. Governing Law and Dispute Resolution

12.1 These Terms shall be governed by the laws of Latvia, excluding conflict-of-law rules.

12.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

12.3 Any disputes shall be resolved by binding arbitration in Latvia, unless otherwise agreed.

13. General

13.1 These Terms, together with any applicable EULAs and accepted purchase orders, form the entire agreement between the parties.

13.2 Any amendments must be in writing and signed by both parties.

13.3 If any provision is held invalid, the remaining provisions remain in effect.