1                       Definition and Interpretation

1.1                    In these General Terms, the following words and expressions shall have the following meanings:

 

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

1.3                       Where the context so admits, the singular shall include the plural.

1.4                       Any reference in the General Terms to any provision shall be construed as a reference to the provision in the General Terms unless otherwise expressly stated.

1.5                       References to any agreement or other document shall be construed as a reference to such agreement or other document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms, whether or not they are followed by such phrases or words of like import.

1.6                       References to any laws, by-laws, legislation, statutes, rules, orders, treaties, regulations, requirements, codes of practice, guidelines and directions shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted, whether or not they are followed by such phrases or words of like import.

1.7                       The words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import, and “otherwise” shall not be construed as limited by words with which it is associated.

1.8                       Any reference to any person shall be construed as a reference to such person’s successors and permitted assigns, whether or not they are followed by such phrases or words of like import.

1.9                       Any determination or specification that Singtel or a Singtel Group Corporation may make, and any consent, agreement, approval or other authorisation that Singtel or a Singtel Group Corporation may give, under this Agreement, may be made or given in Singtel or that Singtel Group Corporation’s sole and absolute discretion. Singtel or a Singtel Group Corporation may conditionally or unconditionally give or withhold any consent, agreement, approval or other authorisation to be given by Singtel or a Singtel Group Corporation under this Agreement. Singtel or a Singtel Group Corporation shall not be obliged to provide any reason or explanation for any of the foregoing. Without prejudice to the foregoing, any reason or explanation provided by Singtel or a Singtel Group Corporation for any of the foregoing is for information only, shall not be binding on Singtel or a Singtel Group Corporation, and does not constitute any representation, warranty or undertaking as to future action or otherwise.

 

2.             Application of General Terms

2.1           Singtel shall provide to the Customer, and the Customer shall purchase from Singtel, the Products/Services following delivery to Singtel of a completed SRCA Form. Upon Singtel’s acceptance of the SRCA Form, the Products/Services shall be provided at the Fees and Charges, subject at all times to this Agreement.

2.2           The General Terms shall apply to each of the Products/Services and are in addition to any Specific Terms applicable to such Products/Services provided that:

(i)           in the event of any conflict or inconsistency between any provision of the Specific Terms and any provision of the General Terms or any conflict or inconsistency between any of the other terms comprising this Agreement, such conflict or inconsistency shall, in the absence of any express agreement to the contrary, be resolved in a manner most favourable to Singtel to the extent of such inconsistency or conflict, subject always to such restrictions, limitations and prohibitions under any applicable Law as are or may become applicable;

(ii)          only to the extent that such conflict or inconsistency cannot be so resolved, the provision of the Specific Terms shall prevail over the provision of the General Terms;

(iii)         all rights conferred on Singtel under the General Terms with respect to any matter or event shall be additional to the rights conferred on Singtel under the Specific Terms or any other agreement with the Customer with respect to that matter or event; and

(iv)         all rights and protections conferred on Singtel under the General Terms and Specific Terms with respect to any matter or event shall be for the benefit of each Singtel Group Corporation and may be relied upon and enforced by each Singtel Group Corporation.

2.3           These General Terms shall remain subject always to such terms, restrictions, limitations and prohibitions under any applicable Law as are or may become applicable.

3.             Payment Terms and Taxes

3.1           Singtel may, subject to compliance with applicable Law, determine and impose Fees and Charges and the Prescribed Rate in respect of this Agreement.

3.2           The Customer shall pay Singtel the Fees and Charges and all other sums due or payable to Singtel with respect to any and all of the Products/Services (including each and all sums and the total amount stated in any Bill to be due or payable to Singtel), in accordance with Annex A of the General Terms, without any set off, counterclaim, deduction or withholding whatsoever, save where stated otherwise.

3.3           The Customer shall promptly pay Singtel all the Fees and Charges and any other sums due and payable to Singtel (including each and all sums and the total amount stated in any Bill to be due and payable to Singtel on any Account) immediately upon the demand of Singtel in the following cases:

(i)           where any of the Products/Services is terminated either by Singtel or the Customer, or where the Product/Service has, in the sole opinion of Singtel, been abandoned by the Customer;

(ii)          where the Customer has failed to pay Singtel any amounts when due and payable; and/or

(iii)         in relation to usage-based Fees and Charges, where the usage of the relevant Product/Service by the Customer as indicated by the charges incurred is determined by Singtel to be significantly greater than the Customer's average use thereof.

3.4         The Customer shall bear and pay all Taxes. In particular, without limitation, goods and services tax will be calculated using the rate applicable for the date or period of the charge, save that the goods and services tax rate used for discounts and rebates will be based on the goods and services tax rate applicable to the original charge. More information about goods and services tax is available at the Inland Revenue Authority of Singapore website at www.iras.gov.sg.

3.5           If the Customer is required under any applicable Law to deduct or withhold any sum as Taxes in respect of any amount due or payable to Singtel, the Customer shall make such deduction or withholding as required and the amount payable to Singtel shall be increased by any such amount necessary to ensure that Singtel receives a net amount equal to the amount which Singtel would have received in the absence of any such deduction or withholding.

3.6           The Customer shall, whenever requested by Singtel, deposit with Singtel such sums or such further or additional sums as may be requested by Singtel from time to time in respect of any of the Products/Services. The Customer shall not require Singtel (and Singtel shall not be obliged) to apply any sum deposited with Singtel in payment of any Fees or Charges. A deposit does not relieve the Customer from its obligations to pay amounts to Singtel as they become due and payable, nor does it constitute a waiver of Singtel's right to suspend, disconnect, or terminate the Service (including due to non-payment of any sums due and payable). Singtel:

(i)           shall be entitled to retain all sums deposited by the Customer with Singtel for so long as any of the Products/Services (notwithstanding that provision thereof may have been suspended) continues to be provided or made available or retained, or any obligation continues to be owed to Singtel, by the Customer;

(ii)          may, at any time, utilise any or all the sums deposited with Singtel to settle any amount due, payable or owed to Singtel by the Customer; and

(iii)         may, at its election and without any request or authorisation from the Customer, pay any or all such sums to any other Singtel Group Corporation for the account of the Customer to settle any sum due, payable or owed by the Customer to that other Singtel Group Corporation.

3.7           Singtel shall be entitled to charge the Customer interest at the Prescribed Rate on any outstanding amount due and payable to Singtel by the Customer, from the date when the amount had become due and payable to the date of actual payment thereof, and to debit any Account with respect to such interest.

3.8           Singtel may, at its discretion, at any time without the consent of the Customer transfer any debit or credit balance on any Account to any other Account (or to such account between the Customer and any other Singtel Group Corporation) and for such purpose to make such debit or credit entries as may be appropriate to each such Account.

 

4.             Bills/Pre-Paid Fees and Charges

4.1            All Bills may be despatched by Singtel to the Customer:

4.1.1         by delivery or post to the address of the Customer:

(i)           appearing in any record of the Customer maintained by Singtel;

(ii)          from which any communication by the Customer to Singtel was sent; or

(iii)         otherwise last known to Singtel; or

4.1.2         where the Customer has signed up for eBill, by making available such Bill through eBill.

4.2           Any such Bill so despatched to the Customer shall be deemed to have been received by the Customer:

(i)           in the case of despatch by delivery to the address of the Customer, on the date and at the time it was so delivered or left at that address;

(ii)          in the case of despatch by post, on the date and at the time when notice of the same is deemed to have been received by the Customer in accordance with Clause 18.1.3; and

(iii)         in the case of despatch by making available such Bill through eBill, on the date and at the time when notice of the same is deemed to have been received by the Customer in accordance with Clause 18.

4.3           The Customer shall, no later than 7 days after the date that such Bill is deemed to have been received, pursuant to Clause 4.2, by the Customer, promptly check and verify the accuracy of each Bill, and shall notify Singtel in writing of any error, inaccuracy or discrepancy with respect to any amount, item, entry or matter stated therein. The Customer shall promptly provide Singtel with all information and assistance reasonably requested by Singtel to investigate and verify any such assertion of the Customer. Upon the expiry of such 7-day period, each Bill shall, as against the Customer, be conclusive evidence of the truth and accuracy of each Bill Entry and Singtel may rely on each Bill as such, except to the extent of any Bill Entry which the Customer disputes in good faith in accordance with Clauses 4.4 and 4.5 below

4.4           The Customer shall, with respect to each Bill, pay Singtel the total amount shown or stated as due and payable to Singtel in that Bill within the period prescribed therein or, in the absence of any such period being prescribed, within 14 days after the date that such Bill is received, or deemed to have been received, pursuant to Clause 4.2, by the Customer. In the event that the Customer disputes any amount stated in any Bill in good faith and intends to withhold payment of the amount, the Customer must give Singtel written notice of such dispute within the 7-days period specified in Clause 4.3 above and must state in such notice the grounds and reasons for such dispute. The Customer may withhold payment of the amount which is properly disputed in accordance with the process as described above in this Clause 4.4, pending resolution of the dispute as follows. On receipt of such notice (which shall be received by Singtel within the 7-days period specified in Clause 4.3 above), Singtel will conduct a complete and objective review of such dispute and provide a written response to the Customer within 30 days of its receipt of such written notice.

4.5            A Customer who:

(i)          pays a Bill, and subsequently chooses to dispute any Bill Entry; or

(ii)         has an amount deducted from Pre-Paid Fees and subsequently chooses to dispute such deduction,

                must give Singtel written notice of such dispute not later than one year from the date of such Bill or deduction of Pre-Paid Fees, as applicable, providing all necessary details of and reasons for the dispute and supported by documentary evidence. If the Customer serves such written notice, then Singtel will conduct a complete and objective review of such disputed Bill Entry and will provide a written response to the Customer within 30 days of its receipt of such written notice. Notwithstanding any provision in these General Terms to the contrary, Singtel’s liability to the Customer in respect of a disputed deduction from Pre-Paid Fees shall not in aggregate exceed the amount of the deducted Pre-Paid Fees.

4.6           Any overpayment by the Customer with respect to any Bill Entry shall be credited by Singtel (without interest) to the relevant Account after Singtel has completed its investigations and is satisfied as to the error or inaccuracy of that Bill Entry.

 4.7           Singtel shall be entitled to debit any Account for any sum which the Customer (or any person using any of the Products/Services subscribed by or provided to the Customer) had through the use of such Products/Services agreed to pay to any third party, including any fees or charges on a recurring basis, and which Singtel or any Singtel Group Corporation is authorised by such third party to collect on its behalf, and to pay the sum so debited to such third party.

4.8           Singtel may render a Bill in respect of the Products/Services monthly or at such other intervals or time after the Products/Services have been provided, as Singtel may consider appropriate or convenient and in any event subject to any applicable Law.

4.9           Payments made without identifying the Bill and/or the Fees and Charges towards which such payments are to be applied, may be applied in such manner as Singtel deems appropriate.

 

5.             Customer Request

5.1           Singtel shall not be obliged to implement any Customer Request in the absence of any express agreement or confirmation by Singtel to do so, and Singtel's acknowledgement of Singtel's receipt of any Customer Request shall not constitute an agreement or confirmation by Singtel to implement the same.

5.2           Any Customer Request which Singtel has agreed or confirmed it would implement shall be implemented by Singtel subject to this Agreement relating thereto, and such other terms as Singtel may stipulate, if any, and within such time or period as Singtel may determine having regard to the circumstances and the resources available, notwithstanding any time or period that may have been stipulated therefor by the Customer.

5.3           Singtel may impose such fees and charges as Singtel may determine in respect of any deferment or cancellation of a Customer Request. Any Customer Request that is expressed or intended to supersede an earlier Customer Request shall constitute a cancellation of the earlier Customer Request.

 

6.             Access to Premises and Charges for Attendance and Inspection

6.1           The Customer shall, whenever required by Singtel, procure that Singtel Personnel be permitted to enter any premises occupied or controlled by the Customer or any Customer Group Corporation at such time as may be specified by Singtel, and to remain on such premises for such period as may be required:

(i)          to carry out inspection, repair, maintenance or testing of any of the Products/Services, or of any equipment or software relevant to the provision of any of the Products/Services;

(ii)         to check and verify the manner in which, the Products/Services, or any equipment or software relevant to the provision of any of the Products/Services are being utilised by the Customer or any Customer Group Corporation, and the compliance by the Customer with this Agreement and all applicable Laws;

(iii)        to install, collect, remove, maintain, repair or replace any of the Products/Services; and/or

(iv)        for any other purpose required for the provision of the Products/Services or compliance with any applicable Law,

and shall, while Singtel Personnel remains at such premises pursuant to this Clause 6.1:

(a)         provide or procure the provision of such utilities and space as may be necessary, and ensure a safe working environment, at such premises; and

(b)         provide Singtel Personnel all necessary access, assistance, support and services as may be required by Singtel Personnel to perform any work.

6.2           If any Singtel Personnel is required to visit any Customer or third party premises to inspect, test, repair, install, remove or replace any equipment or software used by the Customer or any Customer Group Corporation in connection with the Products/Services, Singtel shall be entitled to charge the Customer for each such visit and/or for the work carried out at such rate as Singtel may determine, unless such visit is made to repair or replace any Customer Equipment, CPE, or Singtel Software under any warranty given by Singtel to the Customer with respect to the same.

6.3           In the event that:

(i)           the Customer cancels any appointment made with Singtel for Singtel's Personnel to visit any premises to install, inspect, maintain or repair any equipment or thing;

(ii)          Singtel's Personnel is unable, at the date and time specified in any such appointment, to gain access to the premises or to carry out such installation, inspection, maintenance or repair for any reason not attributable to Singtel or Singtel’s Personnel; or

(iii)         if the Customer reports a fault and, following investigation by Singtel, either no fault is found or if Singtel determines that the fault is not with the Singtel network or Products/Services,

                Singtel may, at its discretion, charge the Customer such fee for the cancellation, visit of Singtel's Personnel to the premises on that date, and Work carried out pursuant to the fault report, at such rate as may be determined by Singtel.

7.             Products/Services and Third Party Vendors

7.1           The Customer shall be responsible and liable for obtaining and maintaining in the Customer's name and at the Customer's expense all licences, permits, consents, waivers, authorisations and intellectual property or other rights required for the receipt of the Products/Services, and the installation, connection or use of any equipment or software (including without limitation to Customer Equipment, CPE and Singtel Software) in conjunction therewith, for the entire duration during which the Products/Services are provided or made available to the Customer.

7.2           The Customer shall:

(i)           comply with all requests, notices, instructions, directions, specifications, guidelines, and recommendations given by Singtel, Third Party Vendor, any relevant regulator, and the manufacturer(s) or distributor(s) of the Products/Services and all equipment and software relevant to the provision of any of the Products/Services, in respect of the receipt thereof, installation, connection, use and operation of the same;

(ii)          provide at its own expense, as and when required by Singtel for any purpose whatsoever:

(a)         such additions, improvements, adjustments, modifications, alterations and/or replacements to any any equipment and software which is installed, connected to, and/or used in conjunction with any of the Products/Services (including without limitation to Customer Equipment, CPE and Singtel Software); and

(b)         all facilities, resources, operating environment, and whatsoever necessary for the proper installation, operation and maintenance of the Products/Services in accordance with the manufacturer’s specifications, including but not limited to, necessary rack or shelf space, power points, electricity, conduits, pipes and appropriate access, licence, way-leave, or easement rights within the Customer’s premises;

(iii)         assist in obtaining security clearance and necessary access at the Customer’s premises, and provide assistance, support and services to Singtel and Singtel’s Personnel as may be required for the purposes of providing the Products/Services, or otherwise for Singtel to perform its obligations under this Agreement;

(iv)         ensure that all equipment and software (other than Customer Equipment, CPE and Singtel Software) used or installed by or for the Customer in conjunction with any Service is compatible and may properly function and operate with the Customer Equipment, CPE and Singtel Software used or installed for the purpose;

(v)          effect all maintenance and repairs to the Products/Services and any equipment used in connection with the provision of the Products/Services that are not specifically covered by any terms of the Maintenance Service that Singtel may have agreed to provide the Customer, to enable proper provisioning of the Products/Services;

(vi)         at all times, have a backup all of its information and data, wherever stored;

(vii)        comply and remain compliant with all applicable Laws, including all anti-corruption/anti-bribery laws of the jurisdictions where Customer operates;

(viii)       use and keep all CPE in reasonable working condition (fair wear and tear excepted) in accordance with the specifications, guidelines and recommendations of the manufacturer or distributor thereof and of Singtel;

(ix)         at all times keep all such CPE free from all levies, attachments, liens, encumbrances, charges and other debts that had not been incurred by Singtel. Title, and legal and equitable ownership in all CPEs remain vested in Singtel or Third Party Vendor, as the case may be. If any claim is made by a third party against the Customer resulting in any levy, attachment, lien, encumbrance, charge or debt against any CPE, the Customer shall give Singtel immediate written notice of the claim;

(x)          retain all CPE at all times in the custody and control of the Customer at the premises occupied by the Customer, or at such other premises as Singtel and the Customer have agreed in writing for the purpose. The Customer shall not, and shall not authorise, permit or cause a third party (without the written consent of Singtel) to move any CPE to a location other than the location to which, it was delivered. Risk in each CPE shall pass to the Customer upon delivery to the said premises; and

(xi)         bear the entire risk of any loss, theft, damage and destruction to any CPE from any and every cause whatsoever until the CPE is properly returned to Singtel or its nominated agent. Accordingly, the Customer shall promptly notify Singtel in writing in the event of any loss, theft, damage or destruction of any CPE.

7.3           The Customer shall not, and shall not authorise, permit or cause any third party to:

(i)           use, install, connect or link any of the Products/Services in contravention of any Law or this Agreement, to commit an offence, distribute any Harmful Code, distribute material that is defamatory, obscene or could cause offence or harm, or in any manner or in connection with or for the purposes of any activities, which would or may cause any irritation, annoyance, embarrassment, harassment, disturbance or nuisance of any kind whatsoever to or otherwise be prejudicial to the interests of any entity (including Singtel Group);

(ii)          without Singtel’s prior written consent, disassemble, decompile, make any alterations, additions,  improvements, adjustments, modifications to, or replacement of any of the Products/Services, or change, deface, obscure or remove any label or markings attached to any of the Product/Services;

(iii)         connect the Products/Services to any private or public network whatsoever, or make any subsequent changes to the Customer’s network, infrastructure setup, or configuration that may require Singtel or a Third Party Vendor to redesign or rework any plans, designs or solutions under the Products/Services;

(iv)         market, licence, sell, re-provision, on-supply, export, re-export or otherwise transfer the Products/Services, or allow a third party to retain possession of or use the Products/Services, for value or otherwise. Further, the Customer shall not, and shall not authorise or permit any third party to, use, sell, license, export, re-export, or otherwise transfer the Services 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; or

(v)          take any action or file any claim or complaint against any Singtel Group Corporation where Singtel suspends, interrupts or ceases any Service in the event a security breach is detected or suspected by Singtel.

7.4           Where the Fees and Charges imposed by Singtel on the Customer for the Products/Services are based on any particular use (or for any particular purpose), the Customer shall not utilise or permit the Products/Services to be utilised for any other use or purpose without obtaining the prior written consent of Singtel thereto, and Singtel may impose different Fees and Charges for such other use or purpose. In the event that the Customer fails to notify and obtain Singtel's prior written consent to any change in the purpose for which the Products/Services are used, Singtel shall be entitled to retroactively impose the appropriate Fees and Charges for such use after discovering the change and/or terminate the provision of the Products/Services.

7.5           Any permission or consent by Singtel with respect to the use of any of the Products/Services by any Customer Group Corporation or any other person shall not in any way relieve the Customer from any obligations under this Agreement and shall not constitute or create any contractual relationship between Singtel and such Customer Group Corporation or impose any obligation on Singtel to such Customer Group Corporation, and the Customer shall at all times assume responsibility and liability to Singtel for the conduct or default of any Customer Group Corporation as if such conduct or default constituted the conduct of the Customer.

7.6           Singtel may, and the Customer shall permit Singtel to, at any time change or upgrade any of the Products/Services. In furtherance of the foregoing, the Customer shall:

(i)           change, upgrade, acquire and/or install all such equipment or software that may be necessary, at Customer’s expense, in order to continue to enjoy or utilise the Products/Services; and

(ii)          at the request of Singtel, promptly return any Customer Equipment, CPE and/or Singtel Software in exchange for any replacement or upgrade.

7.7           Notwithstanding any provision in these General Terms to the contrary, Singtel assumes no responsibility or obligation to change, upgrade or replace any of the Products/Services to ensure the continuity of any of the Services, or at all.

7.8           The Products/Services shall be provided on a commercially reasonable basis;

7.9           Save for such warranties and Service Level Agreements of this Agreement, to the maximum extent permitted by applicable law but without prejudice to Clause 11, the Products/Services are provided on an “AS IS” and “AS AVAILABLE” basis. Singtel does not warrant or guarantee, and specifically disclaims any and all warranties, guarantees and representation of any kind, either express, implied or statutory, with respect to the Products/Services, installed programmes, the information provided through or in connection with the Products/Services, and the results obtained through the Products/Services, including but not limited to any warranties of non-interference, non-infringement, merchantability, quality or fitness for a particular purpose or use, of being error-free, uninterrupted, defect-free, free from Harmful Code, secure, that the Products/Services and installed programmes will operate in any specific system environment, or otherwise arising from course of dealing or usage of trade. The Customer understands and agrees that receiving the Products/Services does not guarantee that the Customer’s information systems will be secure, or the Customer’s PCI compliance. In particular, Singtel does not warrant that any of the Products/Services is fault-tolerant or is designed, manufactured, or intended for use for medical or any other purposes for which the failure of the Products/Services could lead to death or personal injury. The Customer acknowledges that it has relied on no other warranties and that no other warranties are made herein by Singtel, any Singtel Corporation or any Third Party Vendor. The Customer assumes all responsibility and risk for use of the Products/Services to the maximum extent permitted by applicable law.

7.10          The Customer acknowledges and agrees that Singtel does not warrant the nature or content of any materials that the Customer may gain access to, obtain, or use as a result of or by means of or in the course of utilising the Products/Services. In particular, Singtel does not warrant that such materials will not infringe any person’s rights (including intellectual property rights) or contain any Harmful Code.

7.11          The Customer acknowledges and agrees that:

(i)           any service level credit relating to the Products/Services shall constitute the Customer’s sole and exclusive remedy in respect of any breach of or failure to meet the applicable service levels;

(ii)          the Products/Services may be provided by any Singtel Group Corporation and/or Third Party Vendors, and the Customer hereby authorises such  Singtel Group Corporation and Third Party Vendors to provide the same;

(iii)         the Products/Services provided by or originating from Third Party Vendors, or such Third Party Vendors’ products, services, equipment and software that comprise, are integrated into, or used in connection with the Products/Services (collectively, “Third Party Vendor Products”), are governed by the respective Third Party Vendor’s End User Terms. The Customer hereby accepts all such End User Terms (as may be amended from time to time) and agrees to comply with them. The Customer shall acknowledge the End User Terms in the manner required by Singtel or the Third Party Vendor as stated in this Agreement or otherwise. Singtel shall not have any liability to provide or continue providing the Products/Services until the Customer has acknowledged all such End User Terms;

(iv)         Singtel shall be entitled to withhold, suspend or terminate the Customer’s right to use the Third Party Vendor Products and/or the Products/Services if the Customer does not comply with, or respond to a request from Singtel or Third Party Vendor to comply with the End User Terms; and

(v)          to the extent permitted by Law, Singtel shall not be liable in any way to the Customer, whether under this Agreement or otherwise in contract, at law, in equity, in tort (including negligence or breach of statutory duty) or otherwise for any matter in relation to any of the Products/Services provided by Singtel, with respect to any Third Party Vendor Products (including the non-provision thereof). Third Party Vendor Products and the use thereof shall be governed by the relevant End User Terms, which shall constitute the Customer’s sole and exclusive remedy in respect of the use of such Third Party Vendor Products. The Customer and relevant Third Party Vendor shall have direct recourse to each other for all matters governed by such End User Terms.

7.12          The Customer acknowledges and agrees that:

(i)           Clause 7.11 constitutes the Customer’s sole and exclusive remedy, and Singtel’s sole and exclusive liability, in respect of all Third Party Vendor Products;

(ii)          each Third Party Vendor is independent of, and not within the control of Singtel;

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

 

7A            Agency

7A.1         The Customer hereby appoints Singtel as its duly authorised agent (“Agent”) and gives Singtel power and authority to, on the Customer’s behalf, order, purchase, hire and/or lease Customer Equipment, CPE, Third Party Vendor Products, and all other products, and equipment that would be used in connection with the provision of the Products/Services, from any Third Party Vendor that Singtel deems appropriate.

7A.2         The Customer hereby adopts, ratifies and shall be liable for all that Singtel does or may do pursuant to the agency granted to Singtel (“Agency”).

7A.3         The Customer agrees to execute all such documents, deeds or instruments that may be required by Singtel to effect or perfect the Agency.

7A.4         The Customer agrees that the Agency created under this Clause 7A shall remain in force until revoked by the Customer with a written notice given to and acknowledged in writing by Singtel. Revocation of the Agency shall be without prejudice to any rights of Singtel under contract, at law or in equity for the recovery of any damages, costs, expenses or indemnity from the Customer by Singtel and arising both before and after the effective date of revocation.

7A.5         The Customer warrants that there are no legal or other impediments to the creation and the existence of the Agency.

 

8.             Suspension and Termination

8.1           Singtel may suspend (indefinitely or for such period as Singtel may consider appropriate) or terminate the provision of any of the Products/Services at any time by giving not less than three (3) days' written notice thereof to the Customer and stating its reason(s) for such suspension or termination and, in circumstances which Singtel deems appropriate, the means by which the Customer can avoid such suspension or termination. Nothing herein shall prejudice or affect any right of Singtel under the Specific Terms to suspend or terminate any of the Products/Services.

8.2           Without prejudice to Clause 8.1, Singtel may suspend (indefinitely or for such period as Singtel may consider appropriate), or terminate (including terminate after suspending) the provision of any or all of the Products/Services, and/or this Agreement at any time after the occurrence of any of the following events, without giving any prior written notice thereof to the Customer:

(i)           if the Customer fails to comply with any End User Terms;

(ii)          where Singtel and/or Third Party Vendor is discontinuing or discontinues, removes, or disables access to, all or any portion of the Third Party Vendor Products, and/or Products/Services;

(iii)         a Third Party Vendor ceases to do business or otherwise terminates its business operations;

(iv)         if the Customer defaults on payment of any sums due;

(v)          if, in the opinion of Singtel, the Customer, Customer Group Corporation or any other person has used, attempted to use or is likely to use any of the Products/Services (whether with or without the authorisation and/or permission of the Customer) in contravention of any applicable Law, this Agreement, or in any manner or in connection with or for the purposes of any activities that may cause any irritation, annoyance, embarrassment, harassment, disturbance or nuisance of any kind whatsoever or otherwise be prejudicial to the interests of any entity (including any Singtel Group Corporation);

(vi)         the Customer has breached any material obligation in this Agreement;

(vii)        any gift or consideration of any kind was offered or given to any officer, employee, agent or contractor of Singtel as an inducement or reward in connection with the provision of the Products/Services;

(viii)       any resolution is passed by the shareholders of the Customer or any proceeding is commenced before any court of competent jurisdiction for the bankruptcy, judicial management, winding-up, liquidation of the Customer or the appointment of any receiver over any of the assets of the Customer, or the Customer suspends payment of its debts or makes any proposal or offer of arrangement or composition to all or any class of its creditors with respect to its debts;

(ix)         any action is taken by any creditor of the Customer to recover, realise or enforce any security over any assets of the Customer or to enforce any judgment against the Customer;

(x)          the Customer is no longer incorporated, registered or in good standing with the Accounting and Corporate Regulatory Authority of Singapore, or such equivalent authority in the Customer’s country of incorporation or registration; or

(xi)         if in the opinion of Singtel, or any relevant regulatory authority or law enforcement body, it is not in the public interest to continue providing the Products/Services to the Customer for any reason whatsoever, or Singtel is not permitted to provide any of the Products/Services by reason of any applicable Law, relevant regulatory authority or law enforcement body.

8.3           The Customer may terminate the Products/Services by giving Singtel written notice thereof within such period as may be prescribed by the Singtel in the applicable Specific Terms, or if no such period is stated in such Specific Terms, a period of 30 days before such termination.

8.4           The suspension or termination of the provision of any or all of the Products/Services shall be without prejudice to:

(i)           any other right which Singtel may have to suspend or terminate the provision of the Products/Services; and

(ii)          the rights of Singtel or the obligations of the Customer under this Agreement, or any indemnity given by the Customer to Singtel thereunder.

8.5           Where the provision of any of the Products/Services is suspended or terminated for any reason whatsoever (“affected Products/Services”), all other products and services (whether provided by Singtel or any other Singtel Group Corporation) that can only be provided through the affected Products/Services will also be suspended or terminated, as the case may be, in the absence of any Specific Terms to the contrary.

8.6           Where the provision of any of the Products/Services has been suspended for any reason whatsoever, the Customer shall continue to pay the Fees and Charges in respect of those Products/Services for the period of suspension and, in the event the provision of those Products/Services is reinstated, all reinstatement charges of Singtel.

8.7           Singtel may, at its absolute discretion and subject to this Agreement relating thereto and any other terms that Singtel may impose, reinstate the provision of any of the Products/Services that has been suspended or terminated.

8.8           In the event that any of the Products/Services, or this Agreement is terminated (whether by Singtel or the Customer), all sums due or accruing due or payable to Singtel with respect to that Product/Service up to the date of termination, and all sums due or payable to Singtel on any and all Accounts shall, upon termination, become immediately due and payable to Singtel.

8.9           Where the Customer is under an obligation to subscribe or use any of the Products/Services for any stipulated or minimum period, and the provision of such Products/Services or this Agreement is terminated (whether by Singtel or the Customer) before the expiry of that period, the Customer shall:

(i)           pay the amount prescribed by Singtel for termination or cancellation of the Products/Services before the end of that period; and

(ii)          in the absence of any such amount being prescribed, the Customer shall, notwithstanding termination of the provision of the Products/Services, pay those Fees and Charges in respect of those Products/Services which are calculated or imposed with reference to any time frame or interval for the remainder of that period, and the aggregate of all such Fees and Charges shall become immediately due and payable on termination.

8.10          Upon expiry or earlier termination of the provision of any of the Products/Services, or this Agreement:

(i)           the Customer shall immediately return to Singtel all CPE used in relation to the Products/Services in good working condition, fair wear and tear only excepted, failing which Singtel Personnel shall be entitled to enter  onto  the  Customer’s  premises  to repossess the CPE. If Singtel Personnel repossess the CPE, Singtel shall be entitled to charge the Customer the cost incurred by Singtel repossessing or acquiring a replacement of any CPE that the Customer has failed to return to Singtel, and/or of acquiring a replacement of any CPE which is returned to Singtel in a damaged or defective condition.; and

(ii)          Singtel and Third Party Vendor shall be entitled to sell, dispose, or otherwise deal with any or all of the CPE at their sole discretion.

9.             Intellectual Property and other Rights

9.1           Singtel may at any time terminate the availability of any Service Number or change, re-assign or replace any Service Number without giving any reason therefor.

9.2           The Customer shall not acquire any right or interest in any and all Singtel/Third Party Vendor Intellectual Property, and all of such Singtel/Third Party Vendor Intellectual Property shall remain at all times with Singtel, the relevant Singtel Group Corporation, Third Party Vendor, and/or their licensors, as the case may be, and not the Customer.

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

(i)           use any Singtel/Third Party Vendor Intellectual Property or permit any person to use any Singtel/Third Party Vendor Intellectual Property; or

(ii)          use, copy, modify, adapt, alter, translate, develop derivative works, disseminate, dissemble, decompile, or reverse engineer any of the Products/Services, Singtel/Third Party Vendor Intellectual Property, the source code, internal structure, hardware design or organisation of any of the Products/Services or any part thereof; or merge the same with other software, or include any portion of the Products/Services in any other software programme,

(i)           except in such manner as may be prescribed or permitted in writing by Singtel, the relevant Singtel Group Corporation, or Third Party Vendor and subject to such terms and conditions as Singtel, the relevant Singtel Group Corporation, or Third Party Vendor may impose and, in any case, only for the purpose of enabling the Customer to utilise the Products/Services.

9.4           All rights or title to, or interest in, all Foreground Intellectual Property shall vest in and shall be the sole and exclusive property of Singtel, any Singtel Group Corporation or Third Party Vendor, as the case may be.

 

10.           Customer's Indemnity and Liability

10.1          The Customer shall Indemnify Singtel and Singtel Group for:

(i)           the use or operation by the Customer or any person in any way (whether with or without the authorisation and/or permission of the Customer) of any of the Products/Services;

(ii)          use or operation of the Products/Services by unauthorised end users or persons;

(iii)         the Customer and the Customer’s end users’ use of the Products/Services in violation of applicable Law or the relevant End User Terms;

(iv)         the enforcement by Singtel or any Singtel Group Corporation of any rights against the Customer under this Agreement and/or any proceedings commenced by Singtel for such purpose;

(v)          breach of Clause 7.3(iv) by the Customer, any Customer Group Corporation, or any other person;

(vi)         any modification or alteration of any CPE or Singtel Software, howsoever caused or occurring at any time after the same shall have been delivered or provided by Singtel to the Customer or any person designated by the Customer, and where applicable, before the same is returned to Singtel;

(vii)        the loss, theft, damage, or destruction of any CPE, Singtel Software, or any equipment or software operated or used by Singtel or any Singtel Group Corporation in connection with providing the Products/Services, arising from the installation and/or use by the Customer or any other person (whether with or without the authorisation and/or permission of the Customer), including the cost of making good or replacing such CPE, Singtel Software, and said equipment and software;

(viii)       any claim that is made by a third party against the Customer resulting in any levy, attachment, lien, encumbrance, charge or debt against any CPE;  and

(ix)         breach of the warranty in Clause 7A.5.

 

10.2          Further, without limitation to Clause 10.1, the Customer agrees that:

(a)         Singtel shall be entitled to equitable remedies in respect of such breach, including without limitation to injunctions;

(b)         Singtel shall be deemed to have been deprived of all the business and revenue generated from the sale or provision of any such Products/Services by or in conjunction with the use of the Products/Services, and/or the re-sale of the Products/Services, if any, by the Customer Group Corporation or any such other person as a consequence;

(c)          Singtel shall, in addition to all its other rights and remedies arising therefrom, be entitled to recover from the Customer an amount representing the total amount of all such business and revenue;

(d)         the Customer shall at the request of Singtel provide Singtel with all information and documents relating to all such sales, business and revenue and procure that Singtel and the consultants and advisers engaged by Singtel be given access to and be allowed to inspect all the books and records of the Consumer to determine the value or amount of such business and revenue; and

(e)         Singtel may, if it so decides, elect to apply its rates and charges for the Products/Services used or sold in contravention of any of the provisions of this Agreement in determining the amount recoverable by Singtel under this Clause 10.

 

11.           Exclusion and Limitation of Liability of Singtel

11.1          Notwithstanding any provision in this Agreement to the contrary:

11.1.1        Singtel, the Singtel Corporations, and Third Party Vendors shall not be liable in any way to the Customer, whether at law, in equity or otherwise, and whether such liability is based on breach of contract, indemnity or warranty (express, implied or otherwise), or in tort (including negligence and breach of statutory duty) or otherwise, for:

(i)       any loss of data, goodwill, revenue, profits, business or custom, business continuity, work continuity, use of money, use or availability of data, other assets, or any loss of a purely economic nature (whether direct or indirect); or

(ii)      any consequential, indirect, special, punitive, or incidental damages.

howsoever and whenever caused or occurring, or incurred by the Customer or Customer’s end user(s), whether foreseeable or unforeseeable, and regardless of whether the Customer has been expressly advised of the possibility of such damages.

11.1.2       Singtel shall not be liable in any way to the Customer, whether at law, in equity or otherwise, and whether such liability is based on breach of contract, indemnity or warranty (express, implied or otherwise), or in tort (including negligence and breach of statutory duty) or otherwise, for any loss, damage or liability caused by or arising from:

(i)          any defect, deficiency, deterioration, failure, delay, interruption, cessation or disruption to or of any of the Products/Services, or any signal or data transmitted as part of any of the Products/Services, howsoever caused or arising (including where a security breach is detected or suspected);

(ii)         any defect, deficiency, breakdown or failure in or of any of the Products/Services or any equipment or system, howsoever caused or arising, or the incompatibility or unsuitability of any Singtel Software in relation to or in conjunction with any other software, system or equipment, (whether used, maintained or operated by such Customer or any other person);

(iii)        any loss, corruption or deletion of any data or information (whether belonging to, provided by or to, or stored by such Customer, or otherwise) transmitted to or stored in any system or equipment (whether or not maintained or operated by Singtel, such Customer or any other person), howsoever caused or arising;

(iv)        any Force Majeure Event;

(v)         the retention, collection, use, disclosure and/or publication by Singtel, any Singtel Group Corporation or any other person, in any manner and for any purpose whatsoever, of any information or data: (a) relating to such Customer, any Service Number, any Account, or the use of any of the Products/Services; (b) transmitted through the use of any of the Products/Services; or (c) provided by such Customer to Singtel and/or Third Party Vendor; and/or

(vi)        any error, omission or inaccuracy in any information provided by Singtel, whether to such Customer or any other person, and whether in any publication or as part of or in connection with any of the Products/Services, or otherwise.

11.1.3       Without prejudice to the exemptions and exclusions set out in Clauses 11.1.1 and 11.1.2 above, Singtel’s aggregate Liability arising from, under or relating to this Agreement shall in no event exceed the total of the Fees and Charges received by the Singtel from the Customer under this Agreement during:

(i)          the 3 months immediately prior to the occurrence of the Relevant Event relating to this Agreement; or

(ii)         where less than 3 months has elapsed since Singtel first started providing any of the Products/Services under this Agreement, the term of this Agreement prior to the occurrence of the Relevant Event relating to this Agreement;

Nothing in this Clause 11.1 shall apply to exclude or restrict Singtel’s liability for death or personal injury resulting from negligence.

12.           Amendment and Variation

12.1          Singtel may amend, vary or supplement this Agreement (or any part thereof) by giving 7 days’ notice thereof to the Customer and any such amendment, variation or supplement shall take effect as from the date specified in such notice. Any such notice given by Singtel in accordance with Clause 18, by publication in English in any newspaper circulating in Singapore, posting on any Internet website of any Singtel Group Corporation or by otherwise making public such notice in any other such manner deemed appropriate by Singtel, shall constitute good and sufficient notice thereof to the Customer by Singtel and shall be deemed to have been received by the Customer in accordance with Clause 18 or on the date of such publication, posting or the making public of such notice, as applicable. The Customer, by continuing to use any of the Products/Services after any notice of any amendment, variation or supplement is given by Singtel, shall be deemed to have agreed to be bound by this Agreement as so amended, varied or supplemented.

12.2          Singtel reserves the right to vary, change and/or otherwise amend its Configuration and Security Policy, and other policies, terms of use and guidelines incorporated in this Agreement by reference, at any time and from time to time, in its sole discretion.

13.           Waiver

13.1          No failure to exercise or enforce, and no delay on the part of Singtel in exercising or enforcing its rights under this Agreement shall operate as a waiver thereof nor shall such failure or delay in any way prejudice or affect the right of Singtel at any time thereafter to act strictly in accordance with its rights and powers under this Agreement.

14.           Confidentiality and Non-Disclosure

14.1          The Customer shall not and shall procure that no Customer Group Corporation shall use (other than for the purpose of utilising the Products/Services) or disclose to any person any information relating to Singtel, a Third Party Vendor or any of the Products/Services acquired from or provided by any Singtel Group Company, Third Party Vendor, or their subcontractors in connection with or in the course of the provision of any of the Products/Services, other than information which is or has become publicly available otherwise than through a breach of any obligation of the Customer.

15.           Right to Collect, Use and Disclose data and information connected with the Customer Information

15.1          Save with the Customer’s agreement, consent or authority (including agreement, consent and authority given or granted pursuant to this Clause 15 and/or Singtel’s Data Protection Policy), Singtel shall not collect, use or disclose Customer Information for any purpose other than for the purposes of providing the Products/Services, and for the purposes specified in the Code of Practice for Competition in the Provision of Telecommunications Services 2012 or any other applicable Law. In addition to Clause 15.2, the Customer may give its agreement, consent or authority to all collection, use and disclosure by Singtel of Customer Information, for any purpose(s) requested by Singtel, by any form of writing or by the acceptance by the Customer of any relevant terms and conditions (including this Agreement) which refer to such agreement, consent or authority.

15.2          The Customer hereby affirmatively agrees, consents to and authorises the collection, use and disclosure, by and on behalf of Singtel, of all information or data relating to the Customer (including any Customer Information or Service Number), in the manner and for the purposes set out in Singtel’s Data Protection Policy (the terms of which are deemed to be incorporated by reference in this Clause 15), including for the purposes of provisioning and administering services, market research, network and service enhancement, sharing of rewards and benefits, security and risk management, compliance with legal and regulatory requirements and other purposes as further described in Singtel’s Data Protection Policy, subject to such changes, withdrawals or corrections which may have been separately notified by or to the Customer. The provisions of this Clause 15.2 shall constitute consent of the Customer for the purpose of applicable Law, unless otherwise notified in writing by the Customer in the procedure as determined by Singtel from time to time, including as may be described in Singtel’s Data Protection Policy.

15.3          Where the Customer or its representative is responsible for the provision of or actually provides any information or data relating to one or more natural persons to Singtel, 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 manner and for the purposes set out in this Agreement including Singtel’s Data Protection Policy, and the Customer further, on behalf of each such natural person affirmatively agrees, consents to and authorises the collection, use and disclosure by and on behalf of Singtel of all such information and data, in such manner and for such purposes.

15.4          In the event of any conflict or inconsistency between any provision of Singtel’s Data Protection Policy and any other provision of this Agreement, the provision of Singtel’s Data Protection Policy shall prevail to the extent of such conflict or inconsistency.

16.           Assignment

16.1          The Customer shall not assign, transfer or encumber any or all of its rights, interests and obligations under this Agreement (with respect to any of the Products/Services or otherwise) without the prior written consent of Singtel.

16.2          Singtel may assign and transfer any or all of its rights, interests and obligations under this Agreement to any other Singtel Group Corporation. Any such assignment or transfer shall take effect upon service on the Customer of a notice thereof. In the event that Singtel assigns and transfers all of its rights, interest and obligations under this Agreement:

16.2.1       all references to Singtel in these General Terms and any Specific Terms shall upon and after any such assignment and transfer be construed as a reference to the assignee and transferee of Singtel; and

16.2.2       such assignee and transferee shall be entitled to enforce all rights and perform all obligations of Singtel and to be paid all sums due or accruing from the Customer under this Agreement as at the date of such assignment and transfer thereafter.

16.3          The provisions of this Clause 16 shall constitute a consent of the Customer to any assignment or transfer pursuant to Clause 16.2 for the purpose of applicable Law.

17.           Applicable Laws, Jurisdiction and Service of Process

17.1          This Agreement shall be subject to and construed in accordance with the laws of the Republic of Singapore.

17.2          The Customer hereby agrees that all claims and disputes relating to or arising from this Agreement, including any question regarding the existence, validity or termination of this Agreement shall be resolved in the following manner:

17.2.1    by referring such dispute to the Small Claims Tribunal, if the dispute falls within the jurisdiction of the Small Claims Tribunal;

17.2.2       if Singtel and the Customer so agree, by jointly referring such dispute to and finally resolving such dispute by arbitration at the Singapore International Arbitration Centre. Such arbitration shall be conducted in accordance with the Rules of the Singapore International Arbitration Centre (“Rules”) for the time being in force, which Rules are deemed to be incorporated by reference into this Clause 17.2.2 except as such Rules conflict with the provisions of this Clause 17.2.2, in which event the provisions of this Clause 17.2.2 shall prevail. Any arbitration commenced pursuant to this Clause 17.2.2 shall be conducted by one arbitrator nominated jointly by Singtel and the Customer, or failing such joint nomination, by the Chairman for the time being of the Singapore International Arbitration Centre. The language to be used and all written documents provided in any such arbitration shall be in English. Nothing in this Clause 17.2.2 shall preclude Singtel from applying for urgent interlocutory relief from any court of competent jurisdiction. The Customer agrees that any arbitration award made pursuant to any arbitration commenced pursuant to this Clause 17.2.2 may be enforced by Singtel against assets of the Customer wherever those assets are located or may be found, and a judgement upon any such arbitration award may be entered into by any court of competent jurisdiction thereof and for this purpose, the Customer expressly submits to the jurisdiction of any such court; or

17.2.3       by referring such dispute to any court of competent jurisdiction and, for this purpose, the Customer hereby submits to the non-exclusive jurisdiction of the Courts of the Republic of Singapore with respect to any and all claims and disputes between Singtel and the Customer relating to or arising from this Agreement Provided Always that the Customer shall not without the written consent of Singtel commence or prosecute any action or proceeding in any jurisdiction outside the Republic of Singapore with respect to any such claim or dispute.

17.3          Without prejudice to Singtel’s right to serve process in any other manner permitted by any applicable Law, Singtel may effect service on the Customer of any writ, summons or other process or documents by leaving it at or sending it by ordinary post to the Customer’s last known address (whether to a post office box or to a place of residence or business or otherwise). Such process shall be deemed validly served on the Customer:

17.3.1       in the case of service by leaving, immediately; and

17.3.2       in the case of service by post, to any address in Singapore, two (2) days after it was posted by Singtel; or to any address outside Singapore, fourteen (14) days after it was posted by Singtel,

                and the Customer agrees that the Customer shall be deemed to have adequate and sufficient notice of such process.

18.           Notices and Correspondence

18.1          All notices and communications by Singtel (excluding Bills in relation to which Clause 4 shall apply) to the Customer may be sent or despatched to the Customer by delivery, post, e-mail or facsimile transmission or any other means deemed appropriate by Singtel to the e-mail or other address or facsimile number of the Customer appearing in any record of the Customer maintained by Singtel or from which any communication by the Customer to Singtel was despatched or issued or otherwise last known to Singtel. Any such notice, demand or communication addressed and so despatched to the Customer shall be deemed to have been received by the Customer:

18.1.1       in the case of despatch by e-mail or facsimile transmission or other instantaneous electronic communications, immediately upon transmission by Singtel;

18.1.2       in the case of despatch by delivery to the address of the Customer, on the date and at the time it was so delivered or left at that address; and

18.1.3       in the case of despatch by post:

to any address in Singapore, on the next day after it was posted by Singtel; or

to any address outside Singapore, on the seventh (7th) day after it was posted by Singtel.

18.2          All notices and requests from the Customer to Singtel shall be in writing unless Singtel specifies to the Customer otherwise. Singtel shall be entitled to regard as ineffective and invalid any notice or request of the Customer the receipt of which by Singtel has not been confirmed by Singtel to the Customer.

19.           Severability

19.1          Any part of this Agreement that is invalid, unenforceable or illegal shall be enforced as nearly as possible in accordance with its terms, but shall otherwise be deemed severed and shall not affect the validity, enforceability or legality of any other part of this Agreement, which shall continue to be valid, enforceable and legal to the fullest extent permitted by applicable Law.

20.           Third Party Rights

20.1          Save for the Singtel Group Corporations (which shall be entitled to rely on and enforce this Agreement), no person who is not a party to this Agreement has any right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of this Agreement.

21.           Entire Agreement

21.1          This Agreement constitutes the entire understanding and agreement between Singtel and the Customer concerning its subject matter, and supersedes and replaces any prior oral or written statements, representations, agreements or understandings between the parties relating to that subject matter.  

ANNEX A (PAYMENT TERMS)

1.                    Fees and Charges payable by the Customer remains firm during the Initial Contract Term.

2.                    Singtel reserves the right to vary the Fees and Charges at any time during or after Initial Contract Term.

3.                    If there is a revision of the Fees and Charges for the Services during the Initial Contract Term, the Customer shall not be entitled to those revision benefits. If the Services are automatically renewed after the Initial Contract Term, such renewal shall be subject to Singtel’s then prevailing Fees and Charges at the relevant time.

4.                    The Customer shall be liable to pay all Fees and Charges for the Services, including the following:

(a)         Subscription Charges; and

(b)         all other Fees and Charges as may be levied by Singtel from time to time in respect of any Work done.

5.                    Singtel shall charge for all Work at Singtel’s then prevailing rate.

6.                    In addition to the Fees and Charges in the Agreement, a surcharge shall be payable for any Work on public holidays, the eve of public holidays, or outside the following hours:

Monday to Friday          8.30am - 6.00pm

7.                    Where the Customer requests that Singtel provide the Services within a specific period Singtel shall, in consultation with the Customer, determine the date ("RFS Date") to complete the Work. 

8.                    If Singtel is unable to complete all or any of the Work on or before the RFS Date, then the Customer must either:

(a)         cancel that part of the Work that Singtel is unable to complete on or before the RFS Date, without being liable to pay the cancellation charges; or

(b)         accept that part of the Work that Singtel has completed, and pay for the same at Singtel’s then prevailing rate;

and the Customer shall have no other claim against Singtel, and Singtel shall have no liability in contract, at law or in equity, for failure to complete the Work before the RFS Date.

9.                    If the Customer requests to defer completion of the Work to a date after the originally agreed RFS Date, the Customer shall be liable to pay a reservation fee at Singtel's then prevailing rate. For the purposes of this Clause, the period of reservation shall be the period between the originally agreed RFS Date and the date of completion of the Work.

10.                  If the Customer cancels the Work, the Customer shall be liable to pay the cancellation charges at Singtel's then prevailing rate.

11.                  Notwithstanding anything to the contrary in the General Terms, Singtel shall be entitled to assign administrative, order processing, billing and collection functions to other entities at Singtel’s sole discretion.

 

 

SPECIFIC TERMS FOR CLOUD SECURITY TECHNOLOGY SERVICES (Without CPE)

1.                Definitions, Structure, Interpretation

1.1        In these Specific Terms, the following words and expressions shall have the following meanings:

“Configuration and Security Policy” means Singtel’s default hardware/software configuration, security gateway and IDPS rules.

“Customer” means any person who applies or subscribed for the Software and/or Service.

“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) authorised by the Customer to use the Software and/or Service. For the avoidance of doubt, the Customer may use the Service only for its own internal use.

“End User Terms” means the Vendor’s end user terms attached as Schedule 2, and as modified from time to time at Vendor’s sole discretion.

“General Terms” means Singtel General Terms and Conditions for Cybersecurity Products and Services for Enterprise (“General Terms”).

“On-supplied Products/Services” means all products and services supplied by Vendors.

“Personnel” means the officers, agents, employees and subcontractors of Singtel and Vendor.

“Service” means the services specified in the Statement of Work, which is that of a security delivery model where the software and its associated data are hosted on the cloud, to be accessed by the Customer through a Service portal. Where stated in the Statement of Work, it shall also include the sale, supply, lease or licence of the Software, and configuration of the Software.

“Singtel” means Singapore Telecommunications Limited.

“Software” means any software script downloaded into the Customer’s hardware, to be used in connection with the Service.

“Statement of Work” means the statement of work attached as Schedule 1.

“System” means the Software and the Customer’s hardware used in connection with provision of the Service.

“Vendor(s)” means all and any vendor, subcontractor, or partner of Singtel that supplies the Software and/or the Service in whole or in part, or whose products and/or services are included in 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 Vendors. These Specific Terms shall apply to such Work.

1.2        The words and expressions used in these Specific Terms, which are defined in the General Terms but are not defined in these Specific Terms, 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 are to facilitate reference and shall not be referred to or relied upon in the construction of any provision of these Specific Terms.

1.4        Singtel agrees to provide the Customer with the Service in accordance with this 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. The rights and protections conferred on Singtel under these Specific Terms 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.

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

2.                Term and Termination

2.1        In addition to the termination grounds set out in the General Terms, Singtel may terminate this Agreement for convenience by giving the Customer thirty (30) days prior written notice, or immediately on written notice to the Customer if any of the following events occur:

(a)    as to any On-Supplied Products/Services, when the Vendor removes or disables access to all or any portion of such On-Supplied Products/Services, ceases to do business, or otherwise terminates its business operations;

2.2        If the Service or this Agreement is terminated for any reason whatsoever, the following shall become immediately due and payable by the Customer to Singtel, without prejudice to the Customer’s obligation to pay any other sums under this Agreement:

(a)    where the termination date is the same as the expiry date of the Term, the  Fees and Charges  up  to  and  including  the  date  of termination;

(b)    where the termination date is before expiry of the Term, the Fees and Charges for the Services up to and including the date of termination, 100% of the Fees and Charges for the balance of the unexpired Term, and the early termination charges stated in the Statement of Work (if any).

2.3     Upon termination of the Service or this Agreement, the following will apply:

(a)    the Customer’s Data and/or user accounts will be removed and deleted; and

(b)    the registered portal account for access to the Portal will be terminated.

3.                Customer’s responsibilities and obligations

3.1        The Customer hereby affirmatively agrees, consents to and authorises the collection, use and disclosure, by and on behalf of Singtel, of all information or data that Singtel or 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 terms of which, are deemed to be incorporated by reference in this Clause), including for the purposes of provisioning and administering services, market research, network and service enhancement, sharing of rewards and benefits, security and risk management, compliance with legal and regulatory requirements and other purposes as further described in Singtel’s Data Protection Policy, subject to such changes, withdrawals or corrections which may have been separately notified by or to the Customer. 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 in the procedure as determined by Singtel from time to time, including as may be described in Singtel’s Data Protection Policy. The Customer hereby consents that any data entered, used and/ or processed by the Service may reside on Vendor’s infrastructure. Where the Customer or its representative is responsible for the provision of or actually provides any information or data relating to one or more natural persons to Singtel or 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 aforesaid manner and for the aforesaid purposes, and the Customer further, on behalf of each such natural person affirmatively agrees, consents to and authorises the collection, use and disclosure by and on behalf of Singtel of all such information and data, in such manner and for such purposes. In the event of any conflict or inconsistency between any provision of Singtel’s Data Protection Policy and this 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 Vendor relating to the Software and Service.

3.2         The Customer acknowledges that Singtel and Vendor will rely upon the accuracy of information provided by the Customer, and that performance of Singtel and Vendor is dependent on the Customer’s timely and effective satisfaction of all of the Customer’s obligations in this 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.

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

(a)    backing up Customer Data. Singtel and Vendor shall have no liability whatsoever for any loss of Customer Data in connection with the use of the Software and/or Service;

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

(c)     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 Vendor for delivery via the Singtel and/or 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 (including without limitation, fraud, invasion of privacy, illegal pornography, obscenity, defamation or interferences with, or disruption to, other network users, network services or network equipment) 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

(d)    ensuring that any terms and conditions of use of the Software and/or Service (including without limitation to the End Use Terms) are brought to the attention of, and complied with by each End User;

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

(f)      ensuring that the Software and/or 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

(g)    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.

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 Software and/or 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 3.3.

3.4        For the purpose of providing the Service, the Customer shall:

(a)    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 Software and/or Service;

(b)    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 this Agreement;

(c)     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

(d)    not make any subsequent changes to its infrastructure setup that may require Singtel and/or Vendor to redesign or rework any plans, designs or solutions under the Service.

3.5        The Customer acknowledges that the Software and/or Service includes On-Supplied Products/Services that are governed by Vendors’ End User Terms. The Customer hereby agrees that:

(a)    the Customer’s licence and right to use any On-Supplied Products/Services is subject to and governed at all times by the relevant End User Terms, and Singtel does not grant any licence or right to use such on-Supplied Products/Services in excess of the End User Terms;

(b)    the Customer hereby accepts all such End User Terms (as may be amended from time to time) and agrees to comply with them. The Customer shall acknowledge the End User Terms by way of click through or by signing a physical copy of the End User Terms. Singtel shall not have any liability to provide or continue providing the On-Supplied Products/Services until the Customer has acknowledged all such End User Terms;

(c)     Singtel shall be entitled to withhold, suspend or terminate the Customer’s right to use the Software and/or Services if the Customer does not comply with, or respond to a request from Singtel or Vendor to comply with, the End User Terms; and

(d)    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 Vendor shall have direct recourse to each other for all matters governed by such End User Terms, including but not limited to maintenance and upgrades of any Software.

3.6        The Software and 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 Software and/or 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. Notwithstanding, the Customer shall not, and shall not authorise or permit any third party to, use, sell, license, export, re-export, or otherwise transfer the Software and/or 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.

3.7        The Customer represents, warrants and undertakes that it is, and shall remain compliant with all applicable anti-corruption/anti-bribery laws of the jurisdictions where the Customer operates.

3.8         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’:

(a)    use of the Software and/or Service;

(b)    violation of any law applicable to this Agreement;

(c)     breach of any End User Terms; or

(d)    acts or omissions resulting in loss or damage to any equipment, including third party equipment.

3.9             Where Software is provided by Singtel to the Customer:

(a)    the Customer shall procure and maintain at its own expense any equipment or software needed to implement, receive and use the Software and Service, unless Singtel expressly agrees otherwise in writing; and

(b)    if the Service is terminated, Singtel or its subcontractor shall be entitled to remove immediately the Customer account from the Service portal.

4.          Service Requirements

4.1        The Customer acknowledges that availability of the Service is subject to: (a) availability of  resources  including,  without  limitation,  availability  of manpower and a suitable network infrastructure at the time when the Software and/or Service is requested or is to be delivered; (b) geographic and technical capability of the Singtel network and of Singtel’s delivery systems at the time when the Software and/or Service is requested or is to be delivered; and (c) where applicable, provisioning time for any equipment whatsoever that may be required by Singtel to provide the Software and/or Service.

4.2        Singtel has no obligation to provide, support or maintain the Service if the Customer uses software, software version, equipment or other facilities that are not in compliance with the Service requirements.

4.3        The Service will be provided on a commercially reasonable efforts basis. The technical means by which, Singtel supplies the Service shall be at Singtel’s sole discretion. The Service may be updated from time to time, at Singtel’s sole discretion.

4.4        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 change relates to the changes by third party licensor or Vendor to its products or license terms.

4.5        Notwithstanding any other termination rights contained in this Agreement that Singtel may have, Singtel has a right to discontinue the Service or feature thereof, if the Service is not materially affected. In such instance, Singtel may terminate the agreement for the Service or feature thereof by notifying the Customer reasonably in advance.

4.6        The Customer agrees that Singtel may sub-contract the performance of this Agreement or any part of this Agreement. Singtel and 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.

4.7        Service credits in accordance with the Service Level Agreement attached at Schedule 3 shall constitute the Customer’s sole and exclusive remedy in respect of any breach of or failure to meet the applicable service levels.

4.8        Singtel, acting in its capacity as reseller for the Vendor, will invoice the Customer for the Software and/or Service.

5.          Limitation of Liability

5.1        THE Customer agrees that:

(a)    use of the SOFTWARE AND/OR SERVICE is entirely at THE Customer's own risk. THE SOFTWARE AND/OR SERVICE ARE PROVIDED “AS IS”, AND SINGTEL NEITHER GRANTS NOR MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SAME. SINGTEL FURTHER EXPRESSLY DISCLAIMS AND EXCLUDES ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUIET ENJOYMENT, INTEGRATION, UNINTERRUPTED ACCESS, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING WITHOUT LIMITATION THAT THE SOFTWARE AND/OR SERVICE ARE SECURE; FREE OF DEFECT, VIRUS OR ERROR; WILL OPERATE IN ANY SPECIFIC SYSTEM ENVIORMENT; OR WILL OPERATE WITHOUT INTERRUPTION OR ERROR, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OR TRADE;

(b)    use of the Software and/or Service does not guarantee that the Customer’s information systems will be secure or that the Customer is PCI compliant;

(c)     Singtel shall not be responsible for any failure of the Service due to an accident, abuse, misapplication or unauthorised modification of the Software and/or Service, or any device provided for use with the Service by the Customer or an End User;

(d)    Singtel shall not be responsible for the security, confidentiality or privacy of the communications and/or data transmitted over the Internet; and

(e)    The Customer has not relied on other warranties, and no other warranties are made by Singtel or Vendor. Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to the Customer.  To the maximum extent permitted by applicable law, any implied warranties are limited to thirty (30) days.

5.2        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 WILLFUL MISCONDUCT; (B) ANY OUTAGES OR SLOW DOWNS 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 WILLFUL 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 WILLFUL 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 IMMISSION 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.

6.          Intellectual Property

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

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

(a)    modify, adapt, alter, translate, or create derivative works;

(b)    merge the Software with other software;

(c)     sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer to any third party;

(d)    make available via an outsourcing, timesharing, service bureau, or other arrangement;

(e)    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;

(f)      copy or reproduce the Software, in whole or in part;

(g)    publish results of any program benchmark tests without Vendor’s prior written consent;

(h)    exceed the permitted number of workstations and/or end users;

(i)      remove, alter or obscure any trademark or proprietary rights notices on or relating to the Software and/or Service;

(j)      permit any third party application to access the collection of data indexed in the course of providing the Service; or

(k)     otherwise exercise any rights in or to the Software and/or Service except as expressly permitted hereunder.

7.          General

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

7.2        Singtel reserves the right to vary, upon the provision of reasonable notice, change and/or otherwise amend its Configuration and Security Policy at any time and from time to time in its sole discretion.

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

SCHEDULE 1
STATEMENT OF WORK

The SOW is to include the following items that are referred to in the Specific Terms.

Services

The supply, lease, licence, installation, configuration, maintenance, and/or support of the software and installed programs, as specified in the Statement of Work

Term

• Term: The Initial Contract Term and any renewal or amendment of the same.
• Commencement Date: The Service shall commence on the date stated in the Statement of Work, or in the event that Singtel is unable to provide the Service on such date, the date specified by Singtel in writing, as the case may be.
• Initial Contract Term: The minimum period of the Service shall be twelve (12) months, or such other period stipulated by Singtel as the relevant minimum term in the Statement of Work or when the Customer applies for the Service, calculated to commence on the Commencement Date.

Fees and Charges

• Early termination charges

SCHEDULE 2
END USER TERMS

For Business Protect Basic: refer to Vendor’s end user terms which can be found on this website https://www.trendmicro.com/en_ae/about/legal.html#t4 and as modified from time to time at Vendor’s sole discretion.

1.     Trend Micro Global Business Software and Appliance Agreement (English)

2.     Terms of Service for Trend Micro Cloud Services (English)

 

 

*Subject to resource availability and confirmation by Singtel

Version 2.0 - 21 June 2018