Please read these general terms and conditions of 1-Net Services carefully.
Unless specifically excluded by agreement in writing, the following provisions shall be incorporated into any agreement (“the Agreement”) for the supply of services by 1-Net to the Customer.
Unless the context otherwise requires:- (a) “1-Net” means 1-Net Singapore Pte Ltd; (b) “1-Net Data Centre” means the telecommunication equipment housing facility operated by 1-Net; (c) “1-Net Equipment” means 1-Net’s equipment for the provision of the Service, which shall include, without limitation, the servers located at 1-Net’s premises; (d) “Commencement Date” means the date of commencement of the Service; (e) “Confidential Information” means any information received or obtained by one party from the other party in the course of or pursuant to and in connection to the Agreement including, but not limited to, the terms and conditions of the Agreement and technical information relating to the Service and 1-Net Equipment (whether orally or in writing and whether or not such information is expressly stated to be confidential and marked as such) but shall exclude the End User Service Information; (f) “Customer” means the subscriber for the Service; (g) “Customer Equipment” means the equipment placed by the Customer in the 1-Net Data Centre; (h) “End User Service Information” or “EUSI” means all information which 1-Net obtains as a result of the Customer’s use of the Service and includes, but is not limited to, information on the Customer’s usage patterns, the service or equipment used, telephone numbers, network configuration and Customer’s billing name, address and credit history; (i) “Intellectual Property Rights” means any or all of the trademarks, trade names, patent, copyright or other industrial or intellectual property right subsisting in any territory; (j) “Sales Order” means the order issued by 1-Net to the Customer setting out the details of the Service; (k) “Service” means the services to be provided by 1-Net as detailed in the Sales Order; and (l) “Service Charges” means the charges for provision of the Service which shall be at the rates prescribed in the Sales Order.
- CONDITIONS PRECEDENT
2.1 Provision of the Service and the commencement thereof is conditional upon the Customer’s written acceptance of the Sales Order (which date of acceptance thereof shall hereinafter be referred to as “Acceptance Date”). 2.2 Where certain works (as set out in the Sales Order) are required to be done before the Customer is able to access the Service (“the Works”), the provision of the Service and the commencement thereof is conditional upon the completion of the Works by the Customer, which shall be a date no later than one (1) month from the Acceptance Date. In the event the Customer fails to complete the Works within one (1) month from the Acceptance Date, the Customer shall be deemed to have cancelled the request for Service and shall be liable for the charges as stated in Clause 3.3 below. 2.3 The Customer may also request 1-Net to undertake the Works and 1-Net will undertake the Works in consideration of the payment of a set up charge as set out in the Sales Order or agreed between 1-Net and the Customer.
- MINIMUM TERM
3.1 The minimum period of subscription for the Service shall be as stated in the Sales Order or if not stated, the period of twelve (12) months (“the Minimum Term”). 3.2 The Customer acknowledges and agrees that in the event that the Service is for any reason whatsoever cancelled or terminated by the Customer or terminated by 1-Net pursuant to Clause 9.1 before the expiry date of the Minimum Term, the Customer shall be liable for the Service Charges for the Service up to the expiry of the Minimum Term which shall be due and payable on the termination date. 3.3 In the event that the Customer wishes to continue the Service after the Minimum Term, the Customer must give written notice not less than three (3) months prior to the expiry of the Minimum Term. 1-Net shall issue a new Sales Order for the Service for the renewed term. 3.4 In the event the Customer does not give notice or does not give written acceptance of the new Sales Order after expiry of the Minimum Term but the Customer continues with the Service, the Customer shall be charged at 1-Net’s prevailing list price for the Service. Either party shall have the right to terminate the Service with not less than one (1) month’s written notice. Save as aforesaid, the terms and conditions herein shall continue to apply.
- THE CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:- (a) allow 1-Net to perform such tasks or take such actions as 1-Net deems necessary for the provisions of the Service and the Customer must provide all necessary equipment, materials and information that 1-Net reasonably requires to provide the Service; (b) install, set-up and/or configure the Customer’s equipment for access to the Service. If the Customer engages 1-Net to undertake the installation, set up and/or configuration, the Customer shall provide reasonable assistance to 1-Net (including but not limited to, reasonable access to Customer’s premises and equipment, if required) for 1-Net to undertake the same; (c) where applicable, allow 1-Net to connect to and/or access the Customer’s network, systems and/or equipment under the scope of the Service and perform the necessary management action that 1-Net deems reasonably necessary in the execution of the Service; (d) comply with all notices, directions or instructions given by 1-Net from time to time in respect to the use of the Service; (e) be solely responsible for obtaining, at its own cost, all licenses, permits, consents, approvals and intellectual property rights as may be required for using the Service; (f) where connection to 1-Net network system is required for the Service, be solely responsible for obtaining, at its own cost, all computers, software, hardware and other services necessary to access 1-Net’s network system. 1-Net makes no representations, warranties or other assurances that the Customer’s equipment will be compatible with the Service; (g) comply with the rules of any network through which the Customer accesses the Service; (h) be solely responsible for all information retrieved, stored and transmitted through the Service by it and for managing the use of the storage capacity provided so that it does not exceed the capacity allocated to it; (i) obtain the prior written approval of 1-Net if it contemplates that using the Service for any activity would or is likely to generate a change in traffic in excess of its normal usage and/or is likely to cause congestion in 1-Net’s network; (j) not intentionally attack 1-Net’s network system and/or the Service, nor create or cause a situation whereby other subscribers are affected in their enjoyment and/or use of the Service; (k) not use 1-Net’s network system and/or the Service to cause harm to any third party including, but not limited to circumvention of user authentication or security of any host, network or account, and not to launch a technical attack on other users of the Service or other Internet service providers. 4.2 The Customer undertakes:- (a) to comply with and shall not contravene all applicable laws, regulations and directives and any terms and conditions of any license granted to 1-Net by the Info-communications Media Development Authority and shall indemnify 1-Net from any liability in respect of any non-compliance of such laws, rules, regulations and terms and conditions; (b) not to allow any person other than its authorised persons to use the Service; (c) not to share the Service with any person without the prior written approval of 1-Net and shall use the Service strictly for its own use only; (d) not to resell the Service or any part thereof to any third party unless with the prior written approval of 1-Net; (e) that it shall be solely responsible for ensuring that in using the Service, all the terms prescribed by Info-communications Media Development Authority of Singapore for the use of any telecommunications systems, service or equipment shall be at all times complied with and shall indemnify 1-Net from any liability in respect of any non-compliance of such terms.
5.1 As information transmitted through the Internet in general is not confidential, 1-Net cannot and does not guarantee the privacy or protection of the Customer’s information delivered through the Services. 5.2 Where a User Identification (“UI”) is necessary to access the Service, Customer shall use only its own UI and shall take all such measures as may be necessary (including, but not limited to, changing its password from time to time) to protect the secrecy of its UI and/or password and shall not reveal the same to any other person(s). 1-Net shall not be liable for any loss or damage incurred by the Customer or third parties due to any wrongful use of the Customer’s account by the Customer or any wrongful or fraudulent use of the Customer’s account by any other person. 5.3 The Customer agrees to immediately notify 1-Net (for 1-Net’s information purposes only) of any unauthorised use of Customer’s account or any other breach of security known to Customer. It is acknowledged and agreed by the Customer that 1-Net is not obliged to take any action in respect of such unauthorised usage or breach of security. 5.4 In the event the Customer requires access to 1-Net’s premises (including the 1-Net Data Centre), the Customer shall comply and shall ensure that its employees, agents or contractors comply with all security directions given by 1-Net in relation to such access, including but not limited to access through certain areas only, registration of such persons and displaying of the appropriate security pass whilst on 1-Net’s premises. For security reasons, 1-Net may from time to time give directions as to the non-accessibility of certain areas of 1-Net’s premises. 1-Net shall be entitled to remove any person who fails to comply with such directions. 5.5 The Customer shall be responsible for the actions of its employees, agents or contractors whilst they are on 1-Net’s premises and shall indemnify 1-Net for any damage to 1-Net’s premises and to the equipment therein caused by such persons.
- FEES AND CHARGES
6.1 1-Net shall have a right to revise the Service Charges upon giving not less than one (1) month’s written notice to the Customer. 6.2 The Service Charges shall be exclusive of any applicable goods and services tax, imposition, duty, levy whatsoever which from time to time may be imposed or charged by any government, statutory or tax authority in Singapore on or calculated by reference to the amount of any sums received or receivable by 1-Net for the provision of the Service. Customer shall be responsible for paying and promptly settling in full any such taxes imposed on the Service Charges, at the same time it pays the Service Charges. 6.3 The Customer undertakes to pay to 1-Net, the Service Charges without deduction, set-off or counterclaim in the manner stipulated in the Sales Order and if not stipulated, the Service Charges are to be payable in monthly in advance on the first day of every month, provided that the first month’s payment shall comprise an appropriate proportion of the Service Charges calculated with effect from the Commencement Date until the end of the then current month to be payable on the date stipulated in the Sales Order (or if not stated, by the Commencement Date). Unless otherwise specified in the Sales Order, the Customer’s obligation to pay the Service Charges commences on the Commencement Date. 6.4 Where the Customer is paying for the electricity on an “as metered” basis, the Customer further undertakes to pay to 1-Net the Electricity Fee without deduction, set-off or counterclaim, such fee to be payable within thirty (30) days from the date of invoice issued by 1-Net. 6.5 In default of payment of the Service Charge or any part thereof or any sum due under the Agreement which shall have become due for thirty (30) days whether payment shall have been demanded or not, the Customer shall pay interest at the rate of 2% per month from the due date until payment is made without prejudice to any other rights of 1-Net herein. 6.6 The Customer shall pay all taxes and third-party charges related to the ownership and operation of Customer’s Equipment and the activities attributable to the Customer in the 1-Net Data Center. Without limiting the foregoing, Customer will be responsible for paying any and all taxes separately imposed, levied or assessed against the Customer by, and preparing and filing any necessary return with, any governmental, quasi-governmental or tax authorities by the date such payments and returns are due. In no event will the Customer’s Equipment be construed to be fixtures. 6.7 If the Customer is required to make any deduction or withholding or to make any payment, on account of any taxes in any jurisdiction, in respect of any amounts payable hereunder by Customer to 1-Net, such amounts will be increased to the extent necessary to ensure that after the making of such deduction, withholding or payment, 1-Net receives when due and retains (free from any liability in respect of any such deduction, withholding or payment) an amount equal to what would have been received and retained had no such deduction, withholding or payment been required or made. 6.8 If provided for in the Sales Order, the Customer shall, on or before the Commencement Date, pay to 1-Net the deposit as set out in the Sales Order to be held by 1-Net: (a) as security for the due observance and performance by the Customer of the Customer’s obligations under the Agreement (including the terms and conditions herein) and all applicable Sales Orders; and (b) to secure or indemnify 1-Net against any loss or damage resulting from any default by the Customer under the Agreement and applicable Sales Order. The Customer shall not set-off any part of the deposit against any part of Service Charges or any other sums owing to 1-Net without the prior written consent of 1-Net. If the Customer shall commit a breach of any of the provisions of the Agreement (including the terms and conditions herein) or any applicable Sales Order, 1-Net shall be entitled but not obliged to apply the deposit or any part thereof or call on any personal or banker’s guarantees or other forms of guarantees furnished by the Customer in lieu of the deposit in or towards payment of monies outstanding or making good any breach by the Customer or to deduct from the deposit the loss or expense to 1-Net occasioned by such breach but without prejudice to any other remedy which 1-Net may be entitled. If any part of the deposit shall be applied by 1-Net as aforesaid, the Customer shall within seven (7) days of demand by 1-Net deposit with 1-Net in cash the amount set-off by 1-Net from the deposit. The deposit shall be maintained throughout the term of the Agreement at the amount based on what is set out in the Sales Order. In the event of any revision of the Service Charges, the deposit shall likewise be revised accordingly and the Customer shall pay to 1-Net within seven (7) days of demand the difference to ensure that the Deposit is maintained at such equivalent amount. Subject to the provisions of the Agreement (including the terms and conditions herein) and the applicable Sales Order, so long as the Customer shall duly observe and perform the Customer’s covenants and conditions under the Agreement, 1-Net shall within one (1) month after the expiry or sooner determination of the subscription of the Services or within one (1) month of determination of all contingent liability of the Customer, whichever is the later, refund to the Customer the deposit free of interest less all costs and expenses properly deducted by 1-Net and/or return all personal or banker’s guarantees or other forms of guarantees furnished by the Customer hereunder for cancellation, where applicable.
- TERMINATION AND SUSPENSION
7.1 Either party shall be entitled to terminate the Sales Order by notice in writing to the other at any time if: (c) the other party is in breach of any material terms under the Sales Order, and (where such breach is capable of remedy) fails to remedy such breach within thirty (30) days of receipt of written notice from the party of the same; (d) an event of Force Majeure delays or prevents the performance of any obligations of either of the Parties hereto for a period of at least thirty (30) days in any three hundred and sixty five (365) days; (e) the other party whilst insolvent compounds or proposes or enters into any re-organisation or other special arrangement with its creditors or is unable to pay its debts within the meaning of Section 254(2) of the Companies Act; (f) an liquidator lawfully takes possession (and does not relinquish possession within thirty (30) days) of relevant assets or an administrative receiver or receiver is validly appointed over the whole or a substantial part of the undertaking, property or assets of the other party or an administration order is made in respect of the other party; (g) an order is made or an effective resolution is passed or any analogous proceedings are taken for the winding up of the other party other than a members’ voluntary liquidation solely for the purpose of amalgamation or reconstruction on terms previously approved in writing by the party otherwise able to serve notice hereunder, such approval not to be unreasonably withheld; or (h) any of the matters referred to in paragraphs (c), (d) and (e) above occurs in relation to any holding company for the time being of the other party. 7.2 Without prejudice to Clause 7.1, 1-Net shall be entitled to terminate the Sales Order by notice in writing to the Customer (or, at 1-Net’s sole discretion, suspend the provision of the Service, including discontinuing the supply of power) if: (a) the Customer fails to pay any amounts due under the Sales Order within ten (10) days of notice of the same (or five (5) days in the event the Customer’s account is past due on three (3) or more occasions during a six (6)-month period); (b) the Customer liquidates, ceases to do business, or becomes insolvent or (c) the Customer breaches any provision herein that in 1-Net’s reasonable judgment interferes with, or has the potential to interfere with 1-Net’s operation or maintenance of the 1-Net Data Center or with its other customers’ use thereof, and the Customer fails to cure such breach within twenty-four (24) hours of being notified of the same. If 1-Net suspends a Service pursuant to this clause, 1-Net will resume the discontinued Service within twenty-four (24) hours after it is reasonably satisfied the Customer has cured the breach(es) which gave rise to 1-Net’s right to suspend the Service. 1-Net may charge a reinstatement fee to resume the discontinued Service. 7.3 Only if the Sales Order expressly states that there is no Minimum Term, then either party may terminate the subscription for the Services with not less than one (1) month’s prior written notice to the other party. 7.4 The termination or expiry of any Sales Order for any reason shall be without prejudice to the rights and obligations of the Parties hereto accruing up to and including the date of such termination or expiry.
- CUSTOMER’S EQUIPMENT
8.1 All the Customer’s equipment stored at the 1-Net Data Centre shall be at the Customer’s own risk and the Customer shall maintain at its own costs and expenses adequate insurance over the said equipment. The Customer shall produce for inspection the relevant policy or policies of insurance together with receipts in respect of premiums paid under such policy or policies as and when required to do so by 1-Net. 8.2 In the event 1-Net is obligated under a lawful government requirement or by a order of a court of competent jurisdiction, 1-Net may allow a person duly authorized under such government requirement or court order to have access to the Customer’s equipment which are stored at 1-Net’s premises and to the contents therein. 1-Net shall use reasonable endeavours to give notice to the Customer of such government requirement or court order. 8.3 Subject to Clause 8.4, upon termination of the Agreement, the Customer shall remove all of its equipment in the 1-Net Data Centre forthwith. If any of the Customer’s equipment is not removed within 6 months from the date the Agreement is terminated, 1-Net shall be entitled to dispose the Customer’s equipment left in 1-Net’s Data Centre in such manner as 1-Net in its absolute discretion deems fit, and 1-Net shall not be liable to account to the Customer for any value received for the Customer’s equipment. 8.4 If any amount due to 1-Net under the Agreement remains unpaid at the date of termination of the Agreement for any reason whatsoever, 1-Net shall be entitled to retain the Customer’s equipment and refuse access to the Customer’s equipment. If full payment due under the Agreement is not received by 1-Net within 6 months from the date the Agreement is terminated, 1-Net shall be entitled to sell or otherwise dispose all or part of the Customer’s equipment stored in 1-Net’s Data Centre at such price or in such manner as 1-Net in its absolute discretion deems fit and to apply the proceeds of any sale of the Customer’s equipment against any unpaid amount due to 1-Net under the Agreement.
- EXCLUSIONS AND LIMITATIONS
9.1 1-Net shall not be liable for any loss or damage to the Customer’s equipment, whether stored at 1-Net’s Data Centre or at any other place. 9.2 Notwithstanding the provisions in the Agreement, 1-Net shall not be liable to the Customer for any incidental, indirect, special and consequential loss or damages, including, but not limited to, loss of revenue, profits, contracts, business or anticipated savings, any loss of goodwill or reputation or damages resulting from the provision of the Service or the unavailability of the Service, whether foreseeable or not and whether arising from any act or omission on the part of 1-Net in respect of its obligations in the Agreement or howsoever arising from the use of the Service. 9.3 1-Net’s total liability to the Customer under or in connection with the Agreement and/or in tort (including negligence) in any event (other than for death or personal injury resulting from 1- Net’s negligence) shall not exceed the Service Charge received by 1-Net from the Customer for the preceding twelve months period prior to the occurrence of the event that gives rise to the claim. 9.4 Save where 1-Net provides a service level guarantee for the Services under a separate Service Level Agreement, all other conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of the Services which are not contained herein are hereby excluded.
10.1 Subject to Clause 10.3 each of the Parties hereto undertakes to keep confidential, both during the term of this Agreement and after its expiry or termination, all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into the Sales Order save that which is:- (a) trivial or obvious; (b) already in its possession other than as a result of a breach of this Clause; (c) in the public domain other than as a result of a breach of this Clause; or (d) necessary for the proper performance of its obligations under this Agreement. 10.2 Each of the Parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 10 by its employees, agents, sub-contractors or others under its control. 10.3 Notwithstanding Clause 10.1, each Party grants to the other Party the right to publish the existence of the relationship with each other during the Term.
- FORCE MAJEURE
1-Net shall not be liable for any failure or delay in providing the Service where such failure or delay is due to causes beyond its control including but not limited to Acts of God, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of Government or any competent authority, industrial disputes of any kind (whether or not involving 1-Net’s employees) fire, lightning, plane crash, explosion, flood, subsidence, inclement weather, acts or omissions of persons or bodies for whom 1-Net is not responsible or other causes whether similar or dissimilar outside 1-Net’s control.
- INTELLECTUAL PROPERTY
12.1 All trade names, trademarks and copyrights and other Intellectual Property Rights owned by 1-Net are and shall remain exclusively the property of 1-Net. Nothing in the Agreement shall give the Customer any rights of any trade names, trademarks and other Intellectual Property Rights of 1-Net in respect of the Service or of the goodwill associated therewith and the Customer hereby acknowledges that, unless expressly provided in the Agreement, it shall not acquire any rights in respect thereof and undertakes that it shall not, during the Agreement and at any time thereafter:- (a) attempt to acquire such rights; and/or (b) use any trademarks or trade names so resembling the trademarks or trade names of 1-Net as to likely to cause deception and confusion. 12.2 For the purposes of the Agreement, 1-Net shall be deemed to own all trade names, trademarks, copyrights and other Intellectual Property Rights in respect of the Service and the Customer shall not now or in the future contest the validity of the same. 12.3 The Customer shall take all such steps as 1-Net may reasonably require to assist 1-Net in maintaining the validity and enforceability of its Intellectual Property Rights in respect of the Service during the continuance of the Agreement. 12.4 The Customer shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with the Intellectual Property Rights of 1-Net and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
The Customer shall at its own expense, indemnify 1-Net and keep 1-Net indemnified against any damage, loss, claim or demand suffered or incurred by 1-Net or its employees or agents as a result of the Service, including, but not limited to, any claim, suit, action or other proceedings brought against 1-Net based on or arising from an allegation that the Customer’s content as delivered through the Service infringes in any manner any Intellectual Property Rights of any third party or contains any material or information that is obscene, defamatory, libelous, slanderous, that violates any person’s right of publicity, privacy or personality, or has otherwise resulted in any tort, injury, damage or harm to any person; PROVIDED ALWAYS that in the event of any such claim by a third party against 1-Net: (i) 1-Net provides the Customer with reasonable notice of any such claim, (ii) 1-Net permits the Customer to assume and control the defense of such action with counsel chosen by the Customer (who shall be reasonably acceptable to 1-Net) and (iii) the Customer does not enter into any settlement or compromise of any such claim without 1-Net’s prior written consent, whose consent shall not be unreasonably withheld. The Customer shall pay any and all costs, damages, expenses, including but not limited to, reasonable counsel’s fees and costs awarded against or otherwise incurred by 1-Net in connection with or arising from any such claim, suit, action or proceeding.
FOR THE AVOIDANCE OF DOUBT, IT IS UNDERSTOOD AND AGREED THAT 1-NET DOES NOT INTEND AND WILL NOT BE REQUIRED TO EDIT OR REVIEW FOR ACCURACY OR APPROPRIATENESS ANY OF THE CUSTOMER’S CONTENT AS DELIVERED THROUGH THE SERVICE.
The Sales Order and the Service may not be assigned by the Customer in whole or in part without the express written permission of 1-Net.
- GOVERNING LAW AND JURISDICTION
The validity, construction and performance of the Agreement shall be governed in all respects by the laws of Singapore. Each party hereto submits to the exclusive jurisdiction of the Singapore Courts.
- NO RIGHTS UNDER THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
No third party shall have the benefit of or the right to enforce any of the terms of the Agreement.
- AMENDMENT OF TERMS
No variation, amendment or rescission of the terms herein shall bind either party unless agreed to by both parties in writing and signed by both parties.
- ENTIRE AGREEMENT
The Sales Order, the Service Level Agreement (if any) and the terms and conditions herein constitutes the entire agreement between the parties with respect to the subject matter of the Agreement, and supersedes all prior agreements or understandings, whether oral or written, with respect to the subject matter of the Agreement. It is expressly agreed that if the Customer issues a purchase order or other documents, such documents shall be deemed to be for the Customer’s internal use only, and any standard terms therein shall not be applicable to the Service.