1. DEFINITIONS AND INTERPRETATION

 

1.1. In these Specific Terms and Conditions, the following words and expression shall have the following meanings:

 

“Agreement” means an agreement between the Singtel and the Customer specifying the terms and conditions for the provision of the Service, which may constitute these Specific Terms and Conditions, the General Terms, the SRCA and the Mobile Service Agreement, if any, relating thereto;

 

“Customer” means any person(s) or entity(s) who applies or subscribes for or utilises the Service;

 

“Customer Data” means all information relating to the Customer, including but not limited to Personal Data, and data relating to Customer’s use of the Services;

 

“Damages” means losses, damages, costs and expenses, fines and penalties including loss of profits, business or anticipated savings, or any other consequential loss, fees on a full indemnity basis and disbursements and costs of investigation, litigation, settlement, judgment and interest regardless of whether they arise in contract, tort (including negligence) or under any statute or otherwise;

 

“End User” means any person(s) authorized by the Customer to use the Service;

 

“End User License Agreement” or “EULA” ” means end user terms/any terms of use as required by Singtel or its Third-Party Vendors (as modified from time to time) which the Customer is required to acknowledge, accept and comply with/procure compliance by its End Users’;

 

“Fees and Charges” means the fees and charges payable by the Customer to Singtel in respect of the Service hereunder, the Work or any part(s) thereof as specified by Singtel from time to time and includes Recurring Monthly Charges and/or any One Time Charges;

 

“Force Majeure” means any event the occurrence of which Singtel is unable to control or avoid by the use of reasonable diligence, including but not limited to the failure, shortage or interruption of electrical power or supply or any equipment supplied by or any service provided by any supplier or service provider of Singtel or any other third party, industrial disputes, emergency curfew, riots, social or civil unrest, vandalism, strikes, lock outs or trade or labour disputes or disturbances, diseases, plague, epidemic or quarantine, lightning, fire, flood, earth quake, drought, catastrophic incidents, acts of any government, authorities, regulators or sovereign, change in any law, acts of war or terrorism (whether real or perceived), the defaults, omissions or actions of any telecommunication or broadcasting licensee in Singapore, inclement or extreme weather conditions, acts of God, and any acts or omissions of any person for whom Singtel is not responsible, or any such causes whether similar or otherwise;

 

“General Terms” means Singtel’s General Terms and Conditions of Service (available at: https://www.singtel.com/terms-general);

 

“On-Supplied Products/Services” means all product and services supplied by Third Party Vendor;

 

“Personal Data” means information, data or opinion about an identified individual or an individual who is reasonably identifiable (either from the information, data or opinion itself or from other accessible information, data or opinion), whether true or not, and whether recorded in a material form or not;

 

“Personnel” means the officers, agents, employees and subcontractors of Singtel and Third-Party Vendor;

 

“Recurring Monthly Charges” means the Fees and Charges payable by the Customer on a recurring monthly basis;

 

“Service” means the service known as Communications Platform-as-a-Service (“CPaaS”) or any component(s) thereof, as may be varied or amended from time to time by Singtel in its sole direction;

 

“Singtel” means Singapore Telecommunications Limited and/or its related corporations;

 

“SRCA Form” means “Service Request-cum-Agreement Form” or any other form prescribed by Singtel and used by the Customer to purchase the Service.

 

“Third Party Vendor” means any and all third-party vendors or partners, if any, whose products and/or services are included as party of the Service.

 

“Work” means any services, features and/or work additional to the Service, that Singtel may agree to perform at the request of the Customer, whether directly or through Third Party Vendor. These Specific Terms and Conditions shall apply to such Work.

 

1.2. The words and expressions used in these Specific Terms and Conditions, which are defined in the General Terms but are not defined in these Specific Terms and Conditions, shall have the same meanings as defined in the General Terms unless the context otherwise requires.

 

1.3. The headings or titles to the Clauses in these Specific Terms and Conditions are to facilitate reference and shall not be referred to or relied upon in the construction of any provision of these Specific Terms and Conditions.

 

1.4. Singtel agrees to provide the Customer with the Service in accordance with the Agreement, which comprises the General Terms and these Specific Terms. The Customer shall be bound by and shall fully observe and comply with the General Terms, these Specific Terms, as well as such other terms and conditions as may be agreed or accepted by the Customer.

 

1.5. In the event of any conflict or inconsistency between any provision in these Specific Terms and Conditions and any provision in the General Terms, the provision in these Specific Terms and Conditions shall prevail to the extent of such conflict or inconsistency.

 

2. CUSTOMER'S RESPONSIBILITIES AND OBLIGATIONS

 

2.1. The Customer hereby authorises the collection, use and disclosure, by and on behalf of Singtel, of all information or data that Singtel or Third-Party Vendor may from time-to-time reasonably request in order to perform the Service, in the manner set out in Singtel’s Data Protection Policy, available on Singtel’s website . The provisions of this Clause shall constitute consent of the Customer for the purpose of all applicable laws, unless otherwise notified in writing by the Customer. The Customer hereby consents that any data entered, used and/ or processed by the Service may reside on Third Party Vendor’s infrastructure. Where the Customer or its representative provides any information or data relating to one or more natural persons to Singtel or Third-Party Vendor, the Customer represents, warrants and undertakes to Singtel that each such natural person has consented to the collection, use and disclosure of their Personal Data by and on behalf of Singtel. In the event of any conflict or inconsistency between any provision of Singtel’s Data Protection Policy and the Agreement, Singtel’s Data Protection Policy shall prevail to the extent of such conflict or inconsistency. The Customer further authorises Singtel to keep records of and provide details to the Third-Party Vendor relating to the Service.

 

2.2. The Customer acknowledges that Singtel and Third-Party Vendor will rely upon the accuracy of information provided by the Customer, and that performance of Singtel and Third-Party Vendor is dependent on the Customer’s timely and effective satisfaction of all of the Customer’s obligations in the Agreement, and timely decisions and approvals by the Customer. The Customer represents and warrants that possession and use of such information will not constitute an infringement of any third party’s intellectual property rights.

 

2.3. The Customer shall be solely responsible for its and its End Users’ use of the Service, including but not limited to the following:

 

2.3.1. backing up Customer Data. Singtel and Third-Party Vendor shall have no liability whatsoever for any loss of Customer Data in connection with the use of the Service;

 

2.3.2. ensuring that the collection, storage, use, disclosure and handling of Customer Data (in any manner whatsoever), in connection with the use of the Service, complies with all applicable laws, including without limitation, relevant Personal Data protection laws;

 

2.3.3. content of all communications facilitated by the Service, and all content and applications (including any third-party content or applications) provided to Singtel and/or a Third-Party Vendor for delivery via the Singtel and/or Third-Party Vendor’s network (“Content”). The Customer warrants that no such display, use, content or conduct of the Customer, an End User and/or any third party in relation to the Service shall be unlawful or prohibited by the terms of these Specific Terms and Conditions, and that no such display, use, content or conduct shall infringe the rights of any third party (including without limitation, intellectual property rights or confidential information). Singtel shall have no liability whatsoever with respect to the Content provided by or owned by the Customer. Singtel does not assume, and the Customer shall be solely responsible for the business and operational risks associated with the Customer’s business or any aspects of the operation or contents of the Customer’s web site(s); and

 

2.3.4. ensuring that any terms and conditions of use of the Service (including without limitation to the EULA) are brought to the attention of, and complied with by each End User;

 

2.3.5. ensuring that the use of the Service does not infringe any copyright or other intellectual property rights pertaining to the information or resources made available by the Service, and that such information or resources will not be retained for re-use in any computer system or otherwise;

 

2.3.6. ensuring that the Service will not be used to access information and/or resources which are private to individual and organisations unless permission to do so has been granted by the owners or holders of the rights to such resources and/or information; and

 

2.3.7. for supplying and authorising access to its End Users’. The Customer is responsible for terminating or reassigning access to the Service from any End User that the Customer deems to have become unauthorised to access the Service at any time.

 

2.3.8. Singtel will refer to the Customer, any matter raised to Singtel by a third party relating to Customer Data and Content in connection with the Customer’s use of the Service. The Customer agrees to handle all referred matters at its cost, and shall indemnify and hold Singtel harmless from all direct and indirect liabilities, and Damages that Singtel incurs or may incur, arising from or in connection with any allegation, demand, claim, action, or proceedings commenced against Singtel by a third party, including a regulator, in relation to Clause 2.3.

 

2.4. For the purpose of providing the Service, the Customer shall:

 

2.4.1. ensure that the Customer’s hardware shall, at all relevant times, be ready and available, and have the necessary updated operating systems and environment, and adequate operating physical condition to allow for normal functioning and running of the Service;

 

2.4.2. provide Personnel with the necessary information, facilities, services, accessories, permissions, security, equipment of appropriate standard, and full and safe access to the Customer’s hardware and operating systems used in connection with the Service. At Singtel’s request, the Customer shall also provide a suitably qualified or informed representative, agent or employee to accompany Personnel, and to advise Personnel on access or on any other matter within the Customer’s knowledge or control which would assist Singtel in complying with its obligations under the Agreement;

 

2.4.3. where Personnel are required to be deployed and/or work within the Customer’s premises, comply with the applicable Work Health & Safety (WH&S) Laws, and provide suitable and adequate working space around all equipment, as well as, adequate light, heat and ventilation, electric outlets and telephone facilities for Personnel’s use, in accordance with applicable WH&S laws for safe working environments; and

 

2.4.4. not make any subsequent changes to its infrastructure setup that may require Singtel and/or Third-Party Vendor to redesign or rework any plans, designs or solutions under the Service.

 

2.5.  The Customer acknowledges that the Service includes On-Supplied Products/Services that may be governed by Third Party Vendors’ EULA. The Customer hereby agrees that:

 

2.5.1. the Customer’s licence and right to use any On-Supplied Products/Services is subject to and always governed by the relevant EULA, and Singtel does not grant any licence or right to use such on-Supplied Products/Services in excess of the Agreement;

 

2.5.2. the Customer hereby accepts all such EULA (as may be amended from time to time) and agrees to comply with them. Singtel shall not have any liability to provide or continue providing the On-Supplied Products/Services until the Customer has acknowledged all such EULA;

 

2.5.3. Singtel shall be entitled to withhold, suspend or terminate the Customer’s right to the Services if the Customer does not comply with, or respond to a request from Singtel or Third-Party Vendor to comply with, the EULA; and

 

2.5.4. to the extent permitted by law, Singtel shall have no liability whatsoever in respect of any On-supplied Products/Services, and that the Customer and relevant Third-Party Vendor shall have direct recourse to each other for all matters governed by such EULA.

 

2.6. The Service, whether in whole or in part, shall not be re-sold, exported, or otherwise re-provided by the Customer in any manner whatsoever to any other person(s) whomsoever. In the event that the Customer desires to re-sell, export, or re-provide the Service, the Customer and Singtel may mutually agree to enter into a separately negotiated agreement prescribed by Singtel, containing the terms and conditions for such a re-sale, export, or re-provision. The Customer shall not, and shall not authorise or permit any third party to, use, sell, license, export, re-export, or otherwise transfer the Service in violation of applicable export, import, or sanctions laws or regulations, or with knowledge that the same will be used directly or indirectly for any purpose that would not be permitted under the said laws or regulations.

 

2.7. The Customer shall indemnify and hold Singtel harmless from all actions, claims, actions, proceedings and Damages that may be brought against or incurred by Singtel, its affiliates, and their employees and representatives arising from or in connection with the Customer and its End Users’:

 

2.7.1. use of the Service;

 

2.7.2. violation of any law applicable to the Customer Agreement, if any; or

 

2.7.3. breach of any EULA, if any.

 

3. SERVICE REQUIREMENTS

 

3.1. The Customer acknowledges that availability of the Service is subject to: (i) the proper installation of the required application and activation onto the device, and it is the Customer’s sole responsibility to install and activate the application; (ii) availability of stocks and resources (iii) geographic and technical capability of the Singtel network and of Singtel’s delivery systems; and (iv) where applicable, provisioning time for any equipment whatsoever that may be required by Singtel to provide the Service.

 

3.2. The technical means by which, Singtel supplies the Service shall be at Singtel’s sole discretion. Singtel and Third-Party Vendor may use global resources (locally and/or personnel in locations worldwide) in providing the Service to the Customer, including escalation of technical support issues where required.

 

3.3. The Customer acknowledges that the Service is available to certain supported platforms only.

 

3.4. Singtel is not responsible for any failure of the Service due to an accident, abuse, misapplication or unauthorized modification of the Service provided for use with the Service by the Customer, an End User and/or any third party.

 

3.5. Customer shall, at all times, not use any Service and ensure that such Service is not used:

 

3.5.1. To commit an offence or breach of any laws, standard or codes applicable to the Service;

 

3.5.2. To distribute any Trojan horse, worm, malicious or destructive code or any instructions activating such code, or virus;

 

3.5.3. To distribute material that is defamatory, obscene or could cause offence or harm;

 

3.5.4. To create or copy or attempt to create or copy by reverse engineering, disassembly, decompilation or otherwise, the source code, internal structure, hardware design or organization of any Service, or any part thereof, or to aid or to permit others to do so, except and only to the extent expressly permitted by applicable law;

 

3.5.5. Copy the software, modify, translate or, unless otherwise agreed, develop any derivative works thereof or include any portion of Service in any other software program; and

 

3.5.6.  Separate Service into component parts for distribution or transfer to a third party.

 

3.6. The Customer shall ensure that the Service supplied under the Agreement is only used for Customer’s own consumption within its own organization and that it will not re-supply the Service to its own customers or any third parties, unless the parties mutually agreed in writing. In the event that the Customer breaches this clause, Singtel may terminate the Service immediately without any liability to Singtel whatsoever, including in damages or otherwise.

 

3.7. Where maintenance services are to be performed by Singtel under the Agreement, such maintenance services shall not include:

 

3.7.1. improper use, abuse, accident or neglect of the system;

 

3.7.2. alterations, modifications, unauthorised attempts to repair the system;

 

3.7.3. attachment of the system or accessories not approved by Singtel;

 

3.7.4. electrical, air conditioning, building or environmental work external to system;

 

3.7.5. repair of damage caused by the operation of system by person(s) not authorised by the Customer;

 

3.7.6. repair of damage caused by any circumstance beyond Singtel’s reasonable control;

 

3.7.7. repair arising from failure of electrical power, air conditioning, humidity control, water damage or any other environmental factor;

 

3.7.8. failure to operate or maintain the system in accordance with recommended operating procedures or guidelines as specified by Singtel or Third-Party Vendor; or

 

3.7.9. where the system is affected by virus.

 

3.8. Any service level credits/service level agreement relating to the Service shall constitute the Customer’s sole and exclusive remedy in respect of any breach of or failure to meet the applicable service levels.

 

3.9. Singtel, acting in its capacity as reseller for the Third-Party Vendor, will invoice the Customer for the Service.

 

3.10. Singtel shall be entitled to change the Service if such change is necessary due to mandatory legislation or a decision by a competent authority, or the changes relates to the changes by a third-party licensor or Third-Party Vendor or license terms.

 

3.11. The Service is not compatible with the following communication channels or value-added services:

 

3.11.1 Prepaid Service

 

3.11.2. Pick & Roam Service

 

3.11.3. Singtel Mobile PhoneNet Service

 

3.11.4. 1900 Barring Service

 

3.11.5. 011 – Indonesia Border Town Calling

 

3.11.6. 012 – Fax Plus services

 

3.11.7. DTF Transmission Service;

 

3.11.8. 4G VoLTE or 4G Clearvoice calls;

 

3.11.9. All video calls;

 

3.11.10. 5G Vases;

 

3.11.11. IDD services.

 

4. LIMITATION OF LIABILITY

 

4.1 The Customer agrees that: use of the Service is entirely at the Customer's own risk. THE SERVICES ARE PROVIDED “AS IS”, AND SINGTEL NEITHER GRANTS NOR MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SERVICES PROVIDED BY SINGTEL/THIRD PARTY VENDOR. FURTHERMORE, SINGTEL,, TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, EXPRESSLY DISCLAIMS AND EXCLUDES ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, UNINTERRUPTED ACCESS, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING WITHOUT LIMITATION THAT THE SERVICE ARE SECURE; FREE OF DEFECT, VIRUS OR ERROR; WILL OPERATE IN ANY SPECIFIC SYSTEM ENVIRONMENT; OR WILL OPERATE WITHOUT INTERRUPTION OR ERROR;

 

4.2. Singtel shall not be liable for any compatibility issues pertaining to Customer’s computers, applications or software on any computers accessing the Customer’s Account.

 

4.3. In no event will Singtel or any of its Third Party Vendors, licensors, employees, contractors, or agents, be liable to the Customer for any consequential, indirect, special, punitive, or incidental damages incurred by the Customer or any of the End Users, whether foreseeable or unforeseeable and regardless of whether the Customer has been expressly advised of the possibility of such damages, (including but not limited to, claims for loss of data, goodwill, lost profits, loss of use, business interruption, use of money or use of the Services, equipment or installed programs, interruption in use or availability of data, stoppage of other work or impairment of other assets), whether arising out of breach or failure of warranty or related remedies, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. In addition, Singtel will not be liable for any damages caused by delay in delivery or furnishing the Service.

 

4.3. Without prejudice to any other terms hereof, Singtel shall not be liable to the customer for: (a) any act or omission which is not the result of Singtel’s gross negligence, recklessness or wilful misconduct; (b) any outages or slowdowns of the customer’s computer systems resulting from the performance of any service unless such are the result of Singtel’s gross negligence, recklessness or wilful misconduct; or (c) any damages incurred by the Customer resulting from the performance of any test, unless such are the result of Singtel’s gross negligence, recklessness or wilful misconduct. Singtel shall incur no liability for any claims arising solely and directly from: (i) good faith reliance on the information provided by the customer, (ii) action or omission of the Customer or its End Users’, or (iii) any failure of software and/or service due to operator error or security breach caused by the customer.

 

4.4. Singtel shall not be liable in any way to the Customer for any delay of failure to perform its obligations if such failure or delay is due to Force Majeure. The performance of Singtel’s obligations will be suspended for the period of the delay due to Force Majeure.

 

5. INTELLECTUAL PROPERTY

 

5.1. All intellectual property rights and interest in and to the Service, whether created prior to or as a result of the provision of the Service hereunder, shall at all times remain with Singtel or Third-Party Vendor, as the case may be, and not the Customer.

 

5.2. The Customer acknowledges that the Service, including but not limited to the software, its structure, organisation, and source code constitute valuable trade secrets of Singtel or Third-Party Vendor. Accordingly, in respect of the Service, the Customer shall not, nor shall it permit, assist or encourage any third party to:

 

5.2.1. modify, adapt, alter, translate, or create derivative works;

 

5.2.2. merge the software with other software;

 

5.2.3. sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer to any third party;

 

5.2.4. make available via an outsourcing, timesharing, service bureau, or other arrangement;

 

5.2.5. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the software, or unbundle any of the programs embedded in the software;

 

5.2.6. publish results of any program benchmark tests without Third Party Vendor’s prior written consent;

 

5.2.7. exceed the permitted number of workstations and/or End Users’;

 

5.2.8. remove any proprietary notices on or relating to the Service;

 

5.2.9. permit any third-party application to access the collection of data indexed in the course of providing the Service; or

 

5.2.10. otherwise exercise any rights in or to the Service except as expressly permitted hereunder.

 

6. DATA PRIVACY

 

6.1. In the course of providing the Service, Singtel may process, and store data and information that belongs to, originates from or is received by the Customer, including personal information and information that is sensitive or confidential to the Customer (“End Customer Information”).

 

6.2. With respect to any and all data, including, but not limited to, third party data, personally identifiable information and associated metadata obtained by Singtel pursuant to the Customer or the Users’ use of the Services (collectively, the “Data”):

 

6.2.1. each Party shall be responsible for complying with the privacy laws and/or regulations (“Privacy Laws”) applicable to it; and

 

6.2.2. Customer shall be responsible for obtaining any consent from or providing notice to user regarding Singtel’s access to, use or processing of the users’ information in connection with the provision of the Service.

 

7. GENERAL

 

7.1. The Customer acknowledges and agrees that the Service may include Third Party Vendor software and/or other related items to which the Customer agrees to bear any and all risk in respect of any use by it thereof or reliance upon any results or data produced thereby. Accordingly, the Customer shall not make any claim whatsoever against Singtel or any of its related corporations, howsoever based on any use by the Customer of any component of the Service hereunder.

 

7.2. The Customer shall, at all times be bound by and shall fully observe and comply with any and all Third-Party Vendor terms and conditions of use whether or not attached to these Specific Terms and Conditions, including any variations and/or amendments thereto, that is howsoever and/or whensoever notified to the Customer by such third party or by Singtel. The Customer acknowledges and agrees that it shall be a condition for the Service to be rendered or continue to be rendered (as the case may be), for the Customer to agree to and be bound by and to fully observe such Third-Party Vendor terms.

 

7.3. The Customer shall, at all times be bound by and shall fully observe and comply with all the General Terms as well as such other terms and conditions as may be agreed or accepted by the Customer. The rights and protections conferred on Singtel under these Specific Terms and Conditions shall be additional to the rights and protections conferred on Singtel under the General Terms and any other terms and conditions agreed or accepted by the Customer.

 

7.4. The Customer acknowledges and agrees that the Third-Party Vendor is a third-party beneficiary of Customer’s right of use, and may enforce the terms of Customer’s right of use directly

 

7.5. Singtel reserves the right to at any time and from time to time, at its sole discretion, change and modify the Service, any terms and conditions contained in these Specific Terms and Conditions, as well as change or modify any addendum, terms of use, EULA, policy or guideline incorporated by reference. Any changes or modifications will be effective upon posting thereof on Singtel’s or Third-Party Vendor’s website, or upon notice to the Customer in writing (including in an electronic format). The Customer’s continued use of the Service thereafter shall constitute the acceptance of such changes or modifications.

 

Last Revised on 19^th August 2024