Terms & Conditions - Enterprise Messaging

 

  1. Services
    1. In this Section:
      1. "Content" refers to all information, text, sound, music, Software, photographs, video, graphics, data, messages or other materials, and shall include the Messages.
      2. "Email Messages" refers to all email messages that you may send over the Service, including any encoded attachments.
      3. "Messages" refers to all SMS Messages and Email Messages.
      4. "Recipients" refers to:- (i) the subscriber(s) of mobile telecommunication services from licensed telecommunication providers in Singapore and overseas telecommunications providers as may be supported by the Service to receive SMS Messages; and/or (ii) intended recipients of the Email Messages, as the case may be.
      5. "Service(s)" refers to the Enterprise Messaging service and any value-added Services provided by StarHub Mobile Pte Ltd (Reg. No. 200000646C).
      6. "Software" refers to the Enterprise Messaging software that is provided to you for the use and/or access of the Service.
      7. "SMS Messages" refers to all short messages that you may send over the Service, including any encoded attachments.
  2. Eligibility for Service
    1. In order to subscribe to the Services, you must comply with the following requirements:
      1. you must be an individual over 18 years of age or a business entity with a company or business registration number which is registered with the Accounting and Corporate Regulatory Authority of Singapore (ACRA);
      2. at the time of application, you must not have any outstanding accounts with us that are due and owing to us; an
      3. you must have a Service Address to which the Services will be provided.
    2. We will provide the Services to the Service Address as stated in the application/order form or such other Premises as may be agreed to by us from time to time. If you wish to change the Service Address, you must notify us promptly.
    3. You must at all times provide us with such information as may be necessary or desirable for us to provide you with the Services.
  3. Service Provision
    1. Without prejudice to paragraph 2.4 above, we reserve the right not to accept or proceed with your application if:
      1. the application/order form submitted by you is not duly completed and signed;
      2. you fail to provide us with the information as stipulated under paragraph 2.3 above; we determine, in our absolute discretion, that we are unable to provide the Services due to any of the reasons as stipulated in paragraph 6.5 below; or
      3. we discover that any facility or resource you are requested to provide as requested by us and under the operating conditions and specifications stipulated by us for the proper performance of the Services, or the installation, operation and maintenance of the Services and the Equipment, is not provided as requested.
    2. When we accept your application/order form, we will notify you of the commencement date for the provision of the Services and this date will be known as the Ready For Service (“RFS”) date. The RFS date will be specified in our application/order form. We reserve the right to change the RFS date without liability.
    3. If we are unable to provide the Services by the RFS date, then you must either:
      1. cancel that part of the Services which we are unable to provide by the RFS date, without being liable to pay any cancellation Charges; or
      2. accept that part of the Services which we are ready to provide, and pay for the same at our prevailing rate(s),
        and you will have no other claim against us for our failure to provide the Services before the RFS date.
    4. If you request to defer the provision of the Services to a date after the RFS date, we shall reserve the right to accede to your request in our discretion and you shall be liable to pay any applicable Charges.
    5. If you cancel your application for the Services before the RFS date, you will be liable to pay our prevailing early termination Charges as set out in the application form or service agreement.
  4. Minimum Period of Services and Service Provision
    1. The Minimum Period of Service, if any, for the Services shall be for such other period as may be stated in the application, order form or service agreement. If we agree to any changes to the Services requested by you (including any upgrade of the Services) or the renewal of
    2. the Services, we are entitled to require the Minimum Period of Service to be re-commenced.
  5. Duration of Service
    1. The Services under this Agreement will commence on the RFS date as notified by us to you in accordance with paragraph 3.2 above.
    2. This Agreement will continue until terminated according to the provisions of this Agreement.
  6. Scope of Services
    1. We will provide the Services to you in accordance with the particulars set out in the application form or order form, unless this Agreement is terminated in accordance with the provisions of this Agreement.
    2. You may request us to change, from time to time, the Service particulars set out in the application form or order form, subject to our confirmation and payment of the prevailing administrative fee chargeable by us. In the event of such change, the subscription fees payable and the Service particulars will be amended accordingly. For the avoidance of doubt, you will continue to be liable for the payment of such revised subscription fees.
    3. You are solely responsible for providing all other equipment, hardware, software, telecommunications services and power supply necessary to connect to and use the Services.
    4. Without prejudice to paragraph 6.3 above, you acknowledge and agree that unless otherwise agreed to by us in writing, we are not responsible for providing any support, whether technical or otherwise, to any of your networks which is connected to or used in conjunction with the Services.
    5. You acknowledge and agree that availability of the Services is subject to:
      1. availability of resources, including but not limited to, network availability and our area of coverage at the time at which the Services is requested or delivered;
      2. geographic and technical capacity of our Network and of our delivery systems at the time at which the Services is requested or delivered; and
      3. provisioning time for the Services. Such provisioning time will be determined by us in our discretion and may be changed by us.
    6. You acknowledge and agree that the Service is subject to our fair use policy of up to 50,000 Email Messages per month for each customer (“Fair Use Policy”) and that Email Messages in excess of the number permitted under the Fair Use Policy may be blocked. You further acknowledge and agree that such Fair Use Policy is necessary to ensure consistent and acceptable use of the Services and the network by all our customers.
  7. Provisioning of the Service
    1. Upon our acceptance of your application / order form, you will provide us, our employees and contractors safe access to your Premises for the purposes of allowing us to provide you with such assistance and support, as may be reasonable, to configure and allow you access to the Software, for your use of the Services. We shall:
      1. upon your request you provide you with such access details (including but not limited to login identifications, password(s) or PINs) for your use of the Service;\
      2. provide you access to send SMS Messages and to broadcast Email Messages to the Recipients;
      3. allow you to view your usage records of the Service for up to ninety (90) days from the date of use;
      4. allow you to store up to 10,000 contacts for the basic Service and up to 1,000,000 contacts for the premium Service;
      5. allocate one or more 8-digit long codes (“Long Code(s)”) to you for the sole use of the Service(s); and
      6. allow your use of such other functions of the Services as we may provide from time to time.
    2. You shall be responsible for the use of all Long Codes provided to you for the sole use with the Service(s). You acknowledge and agree that all Long Codes provided to you are non-transferable, and cannot be transferred and/or ported to any third party, including any provider of telecommunication services.
  8. Your Responsibilities
    1. You are responsible for the use of the Services under your account(s) and for any Content disseminated via the Service.
    2. You are responsible for ensuring that:
      1. the Messages do not infringe any applicable laws, regulatory requirements or codes, including but not limited to the Spam Control Act (Cap 311A);
      2. you have all licences, permits, permissions, authorizations, exemptions required by law, regulatory authority or other competent authorities in connection with your use of the Service;
      3. you do not use the Service to send Messages to Recipients without the prior consent of the Recipients.
    3. You must not use or allow any part of the Services to be used:
      1. to transmit or post any Content which may be defamatory, offensive, indecent, objectionable or illegal, or which may cause annoyance, harassment, irritation, inconvenience or anxiety to anyone. This includes transmitting or posting "junk mail", "spam", "chain letters", "solicitations" (commercial or non-commercial) or distributing mail to any party who has not given permission to be included in the distribution;
      2. for advertising or broadcasts for commercial purposes;
      3. to transmit or post any Content which may give rise to civil liability or otherwise violate any applicable laws, rules or regulations;
      4. to transmit any Content that contains viruses, worms, trojan horses, time bombs, cancelbots or any other harmful, damaging or destructive programs;
      5. to make or attempt any unauthorised access to any part or component of the Services, the Network or any third party systems or networks to which you can connect through the Services directly or otherwise;
      6. to disrupt the various networks that are connected to the Services or violate the regulations, policies or procedures of such networks;
      7. to collect and/or disseminate information about others or their email addresses without their consent;
      8. for any fraudulent, illegal or improper purposes or to violate anybody's rights or in any way which may affect other users' enjoyment of or access to any Service or cause annoyance, harassment, irritation, inconvenience or anxiety to anyone;
      9. in any manner or for any purpose which may constitute a violation or infringement of the rights of any party including but not limited to their intellectual property or confidentiality rights; and
      10. to be resold or otherwise provided to third parties without our prior written consent, whether for profit or not.
    4. You shall ensure that the size of each SMS Message, whether with attachments or otherwise, does not exceed 160 characters. Where the SMS Message exceeds 160 characters, the SMS messages shall be broken into two or more messages and transmitted separately to the Recipients and be separately chargeable. We shall not be obliged to make any modifications to the original SMS Message to enable it to be sent successfully to its intended Recipient and shall not be liable for any failure or inability of the service to do so, as a result of your non-compliance with this paragraph 8.3.
    5. You shall ensure that the size of each Email Message, whether with attachments or otherwise, does not exceed 500KB. Where the Email Message exceeds 500K, we shall not be obliged to make any modifications to the original Email Message to enable it to be sent successfully to its intended Recipient and shall not be liable for any failure or inability of the service to do so, as a result of your non-compliance with this paragraph 8.4;
    6. If we request you at any time to cease sending of Messages to any Recipient and to procure the removal of any of the Recipients mobile number, email or personal particulars for your address book, you shall do so immediately.
    7. You must not use or allow any part of the Services to be used for any activity which would or is likely to:
      1. generate Network traffic in excess of reasonable and normal usage;                  
      2. cause congestion to the Network;
      3. cause a situation whereby other users are affected in their enjoyment and/or use of the Services; and/or
      4. cause any disruption, interference, interruption or degradation of the Network or use of the Services that we operate over the Network.
        You acknowledge and agree that the restrictions contained in this paragraph are considered reasonable and necessary for the operation, management and maintenance of the Network. Nevertheless, if any of the restrictions, if taken together or separately, are held to be void or invalid for any reason, but would be held to be valid or effective if any part of its wording were deleted, that restriction shall apply with such deletions or amendments as may be necessary to make it valid and effective.
  9. System Requirements
    1. You are responsible for ensuring your applications, equipment (including your computer(s)), hardware, software and networks meet the Services’ minimum system requirements as may be determined by us from time to time, and that they are compatible and may properly function and inter-operate with the Services. We will not be liable for any equipment, Service or network failure or performance degradation resulting from the non-compliance of such requirements.
    2. You must ensure that all applications, equipment, hardware, software or networks connected to or used with the Services are connected and used in accordance with:
      1. all applicable instructions, safety and security procedures applicable to the use of such applications (or as the case may be, equipment hardware, software or networks); and
      2. all instructions, notices and directions as may be determined by us from time to time.
    3. The Services may not be compatible with certain applications, equipment, hardware, software or networks. We will not be responsible for any failure, disruption or interference in the Services or such applications (or as the case may be, equipment, hardware, software or networks) which may arise from your use of the Services in conjunction with such applications (or as the case may be, equipment, hardware, software or networks).
    4. We may, at any time and without any notice to you, temporarily suspend the Services for operational reasons such as repair, maintenance, upgrade or improvement of the Services or because of an emergency. We will restore the Services as soon as reasonably practicable. We may also modify the Services in order to keep pace with the prevailing demands and technological developments, at our discretion and without any notice to you.
  10. Security
    1. You are solely responsible for the security and secrecy of your login identification, password(s) or PIN given to or chosen by you. You must ensure that these are not revealed to any third party. You are solely responsible for all activities that occur under your login identification, password(s), PIN and/or your account.
    2. We reserve the right to refuse, change or remove login identification, password(s) or PIN which we deem inappropriate or offensive.
    3. If you discover or suspect any unauthorised use or disclosure of your login identification, password(s) and/or PIN or that your account security has been compromised, you must immediately:
      1. inform us; and
      2. change your password(s) and/or PIN.
    4. We will have the right to withdraw your login identification and/or password/PIN from you:
      1. if this Agreement is terminated; or
      2. where in our opinion you have not complied, is not complying or is likely not to comply with your obligations under this Agreement.
    5. The security of your account, including Content stored, send or received is your own responsibility. We cannot guarantee the safety, privacy and security of your transmission.
    6. It is your sole responsibility to take all such measures as may be necessary (including but not limited to changing your password / PIN from time to time) to protect the secrecy of your login identification, password and/or PIN. You will keep the login identification, password and PIN confidential and will not reveal or disclose the login identification, password and/or PIN to any person except to your authorised user(s). You will fully indemnify us against all actions, proceedings, damages, costs, claims, demands or expenses which may be sustained or suffered by us arising out of or in connection with your use of the Services. This obligation set out in this paragraph will survive the termination of this Agreement.
  11. Equipment and Software
    1. Customer premises equipment which are not supplied by us will not be supported by us.
    2. Any equipment used by you to access and use the Services must meet all applicable standards as may be prescribed by the relevant regulatory authority and us.
    3. You must comply with all applicable laws (including but not limited to the Spam Control Act (Cap 311A)) and instructions, notices or directions issued by the relevant regulatory authority or us from time to time in respect of the use of the Services.
    4. You will be solely responsible for the Content/data retrieved, stored or transmitted through the Service.
    5. We may provide you Software or you may access Software via the Service. You are to use the Software solely as provided under the terms herein. Unless we agree otherwise, you shall, by your use and/or possession of such Software, be deemed to have accepted the following:
      1. you undertake not to copy, reproduce, translate, reverse-engineer, adapt, vary or modify the Software, or to communicate the same to any third party without our or our third party supplier’s written consent;
      2. you undertake not to interfere with or disrupt the integrity or performance of the Software or the data contain therein;
      3. you undertake not to remove, add to, change, or otherwise tamper with any copyright notice, legend or logo appearing in or to the Software or the Medium on which it resides; and
      4. you acknowledge that any and all copyright, trademarks and other intellectual property rights subsisting in the Software and all documentation and manuals to the Software remain our property or the Property of the third party Content Provider.
  12. Matters beyond Our Control
    1. We will not be liable for any delay or failure in performance under this Agreement resulting from matters beyond our control. These include acts of God, requirements of any governmental or regulatory authority, war, national emergency, accident, fire, lightning, equipment failure, computer software or Software malfunction, electrical power failure, faults, interruption or disruption of the Network or the networks of other Service Providers or of your equipment or the equipment of any third party, riots, strikes, lock-outs, industrial disputes (whether or not involving our employees) or epidemics of infectious diseases.
    2. Without prejudice to paragraph 12.1 above:
      1. we will not be liable for any delay or failure in performance under this Agreement resulting from any delay or failure of any third party (including any supplier) to deliver or provide any facilities, infrastructure, equipment or services to us; and
      2. the Services may occasionally be affected by interference caused by objects beyond our control such as buildings, underpasses and weather conditions. When this happens, we will not be responsible for any interruption or disruption of the Services or if you cannot access or use the Services.
  13. Indemnity
    1. You must indemnify us, our Affiliates, employees, directors, agents and suppliers against all claims, damages, losses and liabilities resulting from your use of the Services, your negligence, omission, act or breach of this Agreement.
  14. Liability
    1. The Services are provided on an "as is" and "as available" basis and you agree that you use the Services or rely on any Content obtained through the Services at your sole risk. We expressly disclaim all warranties of any kind, whether express or implied, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement, to the fullest extent allowed by law. No advice or information whether oral or written, obtained by you from us or through the Services will create any warranty not expressly set out in this Agreement. Without prejudice to the foregoing, we will not be liable for any delay or failure to provide the Services, or any interruption or degradation of the Service quality which may arise from the following:
      1. an act or omission of an underlying carrier, Service Provider, vendor or other third party;
      2. equipment, network or facility failure;
      3. equipment, network or facility upgrade or modification;
      4. force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and governmental actions;
      5. equipment, network or facility shortage;
      6. equipment or facility relocation;
      7. service, equipment, network or facility failure caused by the loss of power to you;
      8. any act or omission by you or any person using the Service;
      9. any third party’s service, equipment, software, network or facility; or
      10. any other cause that is beyond our control, including, without limitation, a failure of or defect in any equipment, the failure of an incoming or outgoing communication, the inability of communications to be connected or completed, or forwarded.
    2. Without prejudice to paragraph 14.1 above, we make no warranty:
      1. that the Services, the Software or any equipment will not cause any harm to your applications, equipment, hardware, software, networks or Content;
      2. as to the accuracy, reliability or quality of any Content obtained through the Services or that defects in any Software will be corrected; and
      3. that the Services and access to them (including but not limited to the delivery of Messages and/or the receipt of any Message by a Recipient) are error free and uninterrupted or available at all times.
    3. Except as set out in this Agreement, we expressly exclude all other liability we may have to you, including all liability in contract, tort, negligence, misrepresentation, strict liability or statute. This exclusion applies for our benefit and that of other Service Providers whose networks are connected to each other or to the Network, all companies, directly or indirectly owned, wholly or partly owned or controlled by us or any of these parties, and all their officers, employees, contractors and agents or anyone else to whom we or these parties are responsible and whether it relates to anything caused by or resulting from anything any of us does or does not do or delays in doing (even if done, omitted or delayed fraudulently, wilfully, recklessly, maliciously or negligently), whether or not it is contemplated or authorised by any agreement you have with us.
    4. Under no circumstances will we or any of the parties listed in paragraph 14.3  above be liable for any special, incidental, indirect, consequential or punitive damages, losses, costs or expenses, even if such damages, losses, costs or expenses were caused fraudulently, wilfully, recklessly, maliciously or negligently.
    5. Under no circumstances will we or any of the parties listed in paragraph 14.3  above be liable for any lost profits, revenue, business or anticipated savings, even if such damages, losses, costs or expenses were caused fraudulently, wilfully, recklessly, maliciously or negligently.
    6. If we or any of the parties listed in paragraph 14.3  above are liable to you and we cannot, for any reason, rely on the exclusion of liability set out in paragraphs 14.3  to 14.5 above, then in no event will our liability for damages, losses, costs or expenses suffered or incurred by you and anyone else (whether in contract, tort, negligence, misrepresentation, strict liability or statute or otherwise) exceed:
      1. the lower of your preceding month's Charges applicable to the Services in question or S$5,000/- for any event or for any series of connected events; subject to no more than
      2. the lower of your preceding 12-months' Charges applicable to the Services in question or S$10,000/- in any 12-month period.
  15. Resale
    1. The Services are provided to you solely for your own use or your business use. You must not resell or transfer the Services to third parties without our prior written consent, whether or not for profit or otherwise. We reserve the right to immediately suspend or terminate your Services if we determine, in our absolute discretion, that you use the Services for any of the aforementioned or similar activities.
  16. Ending the Services
    1. Without prejudice to the rights either party may have against the other party under this Agreement for any antecedent breach of this Agreement and subject to the provisions of this paragraph 16, the Services under this Agreement or this Agreement may be terminated by either party giving at least 30 days’ written notice to the other party.
    2. If you give us notice that ends during the applicable Minimum Period of Service pursuant to paragraph 16.1 above:
      1. you must immediately pay us the early termination Charges as may be prescribed by us from time to time; and
      2. paragraph 16.7 below will apply.
    3. If the Services or this Agreement are/is terminated pursuant to paragraph 16.4 or 16.5 below, you will compensate us for any damages or losses we may suffer because of the termination. Without prejudice to the foregoing, if such termination occurs during the applicable Minimum Period of Service, you are liable to pay us the sums referred to in paragraph 16.2 above.
    4. In the event of any of the following:
      1. you breach any of the terms and conditions of this Agreement or any other agreement you have with us;
      2. you become or threaten to become bankrupt or insolvent, or die;
      3. you make any arrangement or composition with or assignment for the benefit of your creditors or go into either voluntary or compulsory liquidation or a receiver, trustee, judicial manager or administrator is appointed over any of your assets;
      4. the equivalent of any of the events referred to in paragraphs 16.4.2 and 16.4.3 above under the laws of any relevant jurisdiction occurs to you;
      5. you provide incorrect, false or incomplete information to us;
      6. the requirements of any relevant regulatory authority result in us having to stop providing the Services or to provide the Services in a manner which is unacceptable to us;
      7. if you are likely to create imminent harm (such as interruption, disruption, congestion, signal leakage and any Unauthorised Act) to our Network or any third party's networks or systems or our provision of the Services, or defraud us, or are likely to create imminent harm or are abusive to our personnel; or
      8. for any reason beyond our control (including loss of any licence, way-leave or easement, requirements of any governmental or regulatory authority or orders by the court and cessation or failure to deliver by a third party supplier) we are unable to provide the Services, we may suspend or terminate all or any part of the Services or terminate this Agreement with 1 working day's notice (for paragraphs 16.4.1 and 16.4.5 above) or with immediate effect (for paragraphs 16.4.2, 16.4.3, 16.4.4, 16.4.6, 16.4.7 and 16.4.8 above) without compensation and without prejudice to our rights to damages for any antecedent breach by you of this Agreement. You may immediately contact us to tell us why such suspension or termination should not occur. We will consider each case and where we deem appropriate, will not proceed with the suspension or termination of such account or take any other appropriate action where necessary.
    5. In the event that we suspect that you are using or allowing the Services to be used for fraud, misconduct or any other illegal or improper purpose, we will refer this to the relevant authorities without notice to you and comply with directions or guidelines issued by them without further reference to you.
    6. If and when you make good any breach or default, we may restore any suspended or terminated Services after you have paid for any reinstallation, restoration or re-connection charges and reimbursed us for our reasonable costs in suspending or terminating the Services.
    7. If the Services are terminated:
      1. all sums due, accruing due or payable to us in respect of the Services and if applicable, the Equipment, up to the date of termination (including late payment charges) will, upon the termination, become immediately due and payable to us. There will be no refund of any Charges paid to us for any equipment (including the Equipment) purchased from us; and
      2. you must immediately return to us all Equipment, if any, which we may have leased or rented to you in respect of the Services in good condition. We will be entitled to charge you all costs incurred in repossessing or acquiring replacement for any such Equipment which you have failed to return to us, or at our standard prescribed rates for acquiring a replacement for any Equipment which is returned to us in a damaged or defective condition.
      3. The termination of this Agreement will not affect any accrued rights or remedies of either party against the other party.
  17. General and Acceptable Use Policy
    1. The Services are also subject to StarHub’s General Terms & Conditions which is incorporated by reference hereto.
    2. StarHub reserves the right to amend these Terms and Conditions (including pricing and rates) at any time and without notice. Your use or continued use of the Services will constitute acceptance of these terms and conditions and amendments thereof.