TERMS AND CONDITIONS FOR SUBSCRIPTION TO SINGNET’S BARCLAY’S PREMIER LEAGUE FOR CROSS-CARRIAGE CUSTOMERS (BUSINESS) (“Terms and Conditions”)
|1.||Definitions and Interpretation|
|1.1||In these Terms and Conditions, the following words and expressions shall have the following meanings:
|2||Applicability of these Terms and Conditions|
|2.1||These Terms and Conditions shall be read and construed together with the terms in the Application Form, to form the contract between SingNet and the Cross-Carriage Customer in relation to the subject matter of this Agreement (including the provision of the Service).|
|2.2||In the event of any inconsistency or conflict between a provision in these Terms and Conditions and a provision in the Application Form, the provision in these Terms and Conditions shall prevail to the extent of such inconsistency or conflict.|
|3.||3. Incorporation by Reference|
|3.1||In addition to the terms of this Agreement, the Cross-Carriage Customer acknowledges and agrees that the Cross-Carriage Customer’s access to and use of the Service is and shall be subject to the terms set out in the mio TV Terms and Conditions (and any additional terms as SingNet may from time to time impose in its sole and absolute discretion), which terms shall, to the extent appropriate and unless expressly provided otherwise in, or amended or varied by, this Agreement, be incorporated into this Agreement by reference, save that for the purposes of this Agreement:
3.1.1 Content” as defined and referred to in the mio TV Terms and Conditions shall mean the BPL Content, and each of the other relevant words and expressions referencing the word “Content” in clause 2.1 of the mio TV Terms and Conditions shall be construed accordingly;
3.1.2 For the avoidance of doubt:
(i) “Access Medium” as defined and referred to in the mio TV Terms and Conditions shall be construed to include the Equipment;
(ii) “Customer” as defined and referred to in the mio TV Terms and Conditions shall mean the Cross-Carriage Customer; and
(iii) “mio TV Service” as defined and referred to in the mio TV Terms and Conditions shall be construed to include the Service; and
3.1.3 the following clauses of the mio TV Terms and Conditions shall not apply:
(i) clauses 1(c) and 1(iv);
(ii) clause 3;
(iii) clause 5;
(iv) clause 7;
(v) clauses 8.1 and 8.3; and clauses 9.3, the last sentence of clause 9.5, and clause 9.6.
|3.2||In the event of any inconsistency or conflict between a provision in this Agreement and a provision in the mio TV Terms and Conditions, the provision in this Agreement shall prevail to the extent of such inconsistency or conflict.|
|4.||Eligibility for the Application and Use of the Service|
|4.1||The Cross-Carriage Customer (and any Business that wishes to make an application to be provided with the Service) shall satisfy the following criteria, including any additions, subtractions or amendments thereto that SingNet may from time to time make in its sole and absolute discretion. In the event any such criteria has not been, or ceases at any time whatsoever to be satisfied, SingNet shall be entitled in its sole and absolute discretion to refuse to provide and/or suspend and/or terminate (as the case may be) the provision of the Service or any part(s) thereof to the Cross-Carriage Customer.
4.1.1 The Cross-Carriage Customer shall be duly constituted, organised and registered in accordance with Law.
4.1.2 The Cross-Carriage Customer must be a subsisting subscriber of SCV’s Subscription TV Service, and the Premises must be provisioned to receive SCV’s Subscription TV Service.
4.1.3 Each of the Cross-Carriage Customer’s accounts with SCV must be in good standing, and has not been terminated in any way whatsoever.
4.1.4 The Cross-Carriage Customer shall at all times not be in arrears of any payments due to any of the Singtel Group Companies in respect of any service provided by any of the Singtel Group Companies.
|5.||Provision of the Service|
|5.1||The Cross-Carriage Customer acknowledges and agrees that:
5.1.1 the BPL Content provided under the Service is made available to the Cross-Carriage Customer over SCV’s Platform and through the use of the Equipment, and in this regard:
(i) the Cross-Carriage Customer’s ability to use and access the Service, and the quality of the BPL Content, is dependent on the performance of SCV’s Platform and the Equipment, which are outside the control of SingNet; and
(ii) without prejudice to the generality of clause 10.1, SingNet:
|6.||Obligations, Representations and Warranties of the Customer|
|6.1||The Cross-Carriage Customer shall comply fully with any and all reasonable instructions from SingNet relating to the Service and/or access to the BPL Content.|
|6.2||The Cross-Carriage Customer represents and warrants that all information and documents provided to SingNet pursuant to this Agreement (including all supporting documentation to the Cross-Carriage Customer’s application to be provided with the Service) is true, accurate and complete in every respect.|
|6.3||The Cross-Carriage Customer shall, as soon as reasonably practicable during the Term, inform SingNet of any changes (or anticipated changes) to any information or details of the Cross-Carriage Customer provided to SingNet [(including any relocation of the Premises and the address of the new Premises).|
|6.4||SingNet shall continue to provision the mio TV Service if the Customer relocates to other Premises, subject to the new Premises being within a SCV Subscription Service coverage area. The Customer acknowledges that a relocation charge will apply. The contract for the BPL Content shall remain in force during such relocation notwithstanding disruption in the provision of the BPL Content. In the event that the BPL Content cannot be provisioned at the new Premises for any reason whatsoever, SingNet reserves the right to terminate this contract.|
|7.1||In addition to SingNet’s termination rights in clause 9.5 of the mio TV Terms and Conditions, and clause 4.1 of these Terms and Conditions, SingNet may terminate the Term immediately by notice in writing to the Cross-Carriage Customer (without being required to make any payment, compensation or damages to the Cross-Carriage Customer) in the event that:
7.1.1 SingNet is no longer required to provide the Service to the Cross-Carriage Customer under Law;
7.1.2 SingNet is acting in compliance with any requirement of any relevant regulatory authority or law enforcement body; or
7.1.3 the Cross-Carriage Customer has breached or is in breach of any of the terms of this Agreement (including the Cross-Carriage Customer’s representations and warranties in clause 6).
|7.2.||The Cross-Carriage Customer shall be entitled to terminate the Term by giving SingNet such period of prior notice in writing thereof as may be prescribed by SingNet from time to time for such purpose, provided that in the event the Cross-Carriage Customer terminates the Term before the expiry of any minimum subscription period stipulated by SingNet to be applicable for any BPL Content, the Cross-Carriage Customer shall be liable to pay all applicable early termination charges to SingNet based on SingNet’s prevailing rates as may be notified by SingNet from time to time.|
|7.3.||Upon the termination of the Term for any reason:
7.3.1 the Cross-Carriage Customer’s right to access and use the Service shall cease on and from the date of termination; and
7.3.2 all sums due, or accruing due or payable, to SingNet under this Agreement up to and including the date of termination shall immediately become due and payable to SingNet.
|7.4||SingNet’s right to terminate the Term under clause 4.1 or 7.1 shall be in addition and without prejudice to any other rights or remedies which SingNet may have under this Agreement.|
|7.5||The suspension or termination of the Cross-Carriage Customer’s access to and use of the Service shall not affect the rights of SingNet or the Cross-Carriage Customer’s obligations under any other agreement or any indemnity given by Cross-Carriage Customer to SingNet thereunder.|
|7.6||The termination of the Term shall not release any party from any liability which at the time of termination has already accrued, or which thereafter may accrue.|
|8.1||All Intellectual Property in or relating to the Service and/or the BPL Content belongs solely to SingNet and its licensors. Nothing in this Agreement shall be construed as granting the Cross-Carriage Customer, by implication, estoppel or otherwise, any licence or right to use any Intellectual Property in or relating to the Service and/or the BPL Content without the prior written consent of SingNet and/or its licensors. Any right not expressly granted herein is reserved.|
|9.1||During the Term, SingNet shall use reasonable endeavours to provide the Cross-Carriage Customer with technical assistance and support as set out in and in accordance with the technical support policy as agreed between SingNet and SCV.|
|10.1||To the extent permitted by Law, SingNet shall not be liable to the Cross-Carriage Customer in any way whatsoever for any loss, damages or costs, whether in contract or tort (including negligence or breach of statutory duty) or otherwise arising out of or in connection with this Agreement or the Cross-Carriage Customer’s access to or use of the Service and the BPL Content.|
|11.||Amendment and Variation|
|11.1||SingNet reserves the right to amend, modify, add to or otherwise vary these Terms and Conditions from time to time by notice thereof to the Cross-Carriage Customer and any such amendment, modification or supplement shall take effect as from the date specified in such notice. Any such notice given by SingNet in accordance with this clause 11.1, by posting on SingNet’s website or by otherwise making public such notice in any other manner deemed appropriate by SingNet, shall constitute good and sufficient notice thereof to the Cross-Carriage Customer by SingNet and shall be deemed to have been received by the Cross-Carriage Customer in accordance with this clause 11.1 or on the date of such posting or the making public of such notice, as applicable. The Cross-Carriage Customer’s continued use of the Service shall be deemed to be the Cross-Carriage Customer’s conclusive acceptance of such amendments, modifications or variations to these Terms and Conditions and the Cross-Carriage Customer shall be bound by these Terms and Conditions so amended.|
|12.||Service Not Provided as an Agent of SCV|
|12.1.||The Cross-Carriage Customer acknowledges that the Service is provided, managed and carried out solely by SingNet (and/or its authorised agents or representatives) to the Cross-Carriage Customer, and notwithstanding any term in this Agreement, SingNet is not, and shall not be construed or deemed to be providing, managing or carrying out the Service as an agent or representative of SCV.|