Terms & Conditions - Enterprise WiFi

These general terms and conditions (the “ General T&C ”) are intended to regulate the use of the Device and the Services.

  1. Definition
    1. Customer Data ” has the meaning ascribed to it in Section 4.2.
    2. Effective Date ” has the meaning ascribed to it in Section 2.5.
    3. Services ” means the services described in this Agreement.
    4. Subscription Account ” means a subscription account issued by StarHub to Customer pursuant to the terms and conditions of this Agreement.
    5. Subscription Fee ” means a charge in the amount and the frequency indicated in this Agreement in connection with Customer’s ongoing access to and use of the Services.
    6. Term ” means the term of this Agreement consisting of the initial term set out in this Agreement and includes any subsequent renewals as provided for in this Agreement or as may be agreed to by the Parties in writing.

     

  2. Provision of the Service
    1. Setup of the Services. Conditional on Customer making commercially reasonable efforts to cooperate with the reasonable requests of StarHub, including providing StarHub required access to Customer premises and third party systems in order for StarHub to install and operate the Device (and obtaining all required third party consents and making all required third party disclosures regarding such access and Device installation), StarHub  will issue a Subscription Account to Customer and allow Customer to use the Services in accordance with the terms and conditions of this Agreement. Onsite setup is only available for premises within Singapore.
    2. Customer Obligations in Respect of the Device. Customer will allow StarHub access to Customer premises during regular business hours, and will, at no cost to StarHub, provide any reasonable cooperation or assistance that StarHub may request or require (including appropriate installation location and reasonable access to and use of electricity on Customer’s premises) in order for StarHub to install, maintain and operate the Device on such Customer premises during the Term, and to remove the Device following the end of the Term. During the Term and such reasonable period thereafter as StarHub may require to remove the Device from Customer’s premises, Customer will not, and will not permit any other person to: (i) interfere with or prevent the operation of the Device, (ii) remove the Device from the location where it is installed, or (iii) modify, tamper with or disassemble the Device, or attempt to do any of the above. While on Customer’s premises, the Device will at all times remain the sole property of StarHub, and Customer will take reasonable measures to secure the Device against loss or theft that are in any event no less stringent than security measures Customer takes to safeguard similar property of Customer. Customer will immediately return the Device to StarHub upon request.
    3. Provision of the Services. StarHub will: (i) provide to Customer basic support through the StarHub Web support or hotline for the purchased Services at no additional charge as described more fully in Section 7 (Customer Support) below; and (ii) use commercially reasonable efforts to make the Services available with minimal downtime, except for : (a) planned downtime and scheduled upgrades (as described more fully in Section 7 (Customer Support) below), or (b) any unavailability caused by circumstances beyond StarHub reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving StarHub employees), Internet service provider failures or delays, or the unavailability or modification by third parties of third party sites.
    4. Provisioning of the Services. StarHub may update the functionality and user interface of the Services from time to time in its sole discretion as part of its ongoing mission to improve the Services and customers’ use of the Services.
    5. Effective Date. Effective date is based on the date agreed in this agreement.

     

  3. Privacy Policy; Disclaimer; Suspension of Access
    1. Privacy Policy. To the extent that Customer Data may contain any personally identifiable data, Customer agrees to StarHub’s use, collection and disclosure of such personally identifiable information for the purposes authorized under this Agreement and in accordance with StarHub’s Personal Data Protection Policy. The Privacy Policy is hereby incorporated by reference and forms a part of this Agreement.
    2. Disclaimer. As between StarHub and Customer, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer understands that the uninterrupted operation of the Device and the technical processing and transmission of Customer Data is fundamentally necessary to use of the Services. Therefore, Customer expressly consents to StarHub’s storage of Customer Data, which will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by StarHub. Customer acknowledges and understands that Customer Data may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. StarHub is not responsible for any Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across public networks not owned and/or operated by StarHub, including, but not limited to, the Internet, third party websites, and your local network. Customer agrees that StarHub is not in any way responsible for any interference with Customer’s use of or access to the Services or security breaches arising from or attributable to the Internet and Customer waives any and all claims against StarHub in connection therewith.
    3. Suspension of Access. In addition to any other suspension or termination rights of StarHub pursuant to this Agreement, certain extraordinary circumstances may require StarHub to suspend or terminate (where appropriate), as determined in StarHub’s discretion, including but not limited to the failure of paying the Subscription Fee for two (2) consecutive months, Customer’s access to and/or use of, or otherwise modify, the Services and/or any component thereof, without notice in order to: (a) prevent damages to, or degradation of the integrity of, StarHub’s network; (b) comply with any law, regulation, court order, or other governmental request or order; or (c) otherwise protect StarHub from potential legal liability or harm to its reputation or business. StarHub will use commercially reasonable efforts to notify Customer of the reason(s) for such suspension or termination action as soon as reasonably practicable. In the event of a suspension, StarHub will promptly restore Customer’s access to the Services as soon as the event giving rise to the suspension has been resolved as determined in StarHub’s discretion. Nothing contained in this Agreement will be construed to limit StarHub’s actions or remedies or act as a waiver of StarHub’s rights in any way with respect to any of the foregoing activities. StarHub will not be responsible for any loss or damages incurred by Customer as a result of any termination or suspension of access to or use of the Services under this provision.

     

  4. Reservation of Rights
    1. Rights Reserved by StarHub. StarHub expressly reserves all rights in the Services and all materials provided by StarHub hereunder not specifically granted to Customer. It is acknowledged that all right, title and interest in the Services and all materials provided by StarHub hereunder, any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with StarHub (or third party suppliers, if applicable) and that the Services and all materials provided by StarHub hereunder are licensed on a subscription basis and not “sold” to Customer.
    2. Rights Reserved by Customer. Customer expressly reserves all rights in any data, information, records and files that Customer (or the Users) loads, transmits to or enters into the Service, and including all results from processing such data, including compilations, and derivative works thereof, but excluding , for greater certainty, any data or information collected through the Device (the “ Customer Data ”), subject to the license that Customer grants StarHub in accordance with the provisions of this Agreement, and provided that Customer does not acquire any intellectual property rights in the Services or any elements thereof.

     

  5. Customer Data
    1. Responsibility. Customer has sole responsibility for the accuracy, appropriateness and completeness of all Customer Data. StarHub will use the Customer Data it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Customer Data. Customer shall ensure that the persons providing the Customer’s Data have agreed to their Personal Data and other Data being used for the marketing, research and market assessments.
    2. Third Party Disclosures and Consents. Customer is solely responsible for obtaining all necessary third party consents and making all required third party disclosures in accordance with applicable law (including applicable provincial and federal privacy laws) regarding data or information (including any personally identifiable information) collected by StarHub through the Device from third parties.
    3. Removal of Customer Data on Request by Customer. Customer may control the Customer Data stored by the Services including, at any time, by deleting all or part of the Customer Data stored on the Services.
    4. Restrictions. Customer agrees not to upload or transmit any Customer Data: (i) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (ii) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including, without limitation, any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; or (vi) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability.
    5. Indemnity. Customer agrees to defend, indemnify and hold harmless StarHub, its employees, officers, directors and affiliates against any and all liability (including damages, recoveries, deficiencies, interest, penalties and reasonable attorney’s fees) to third parties (including, but not limited to, any clients, the Singapore government and provincial taxing authorities) relating to: (a) Customer Data, (b) Customer’s responsibilities and obligations under Section 5.2, (c) Customer’s breach of any of its obligations, representations or warranties under this Agreement; (d) the operation of the Device while on Customer’s premises; or (e) use or receipt of the Services by Customer or third parties on Customer’s behalf, including in combination with any third party software, application or service.

  6. Term
    This Agreement will commence on the Effective Date and continue for the duration set out in this Agreement (the “ Initial Term ”). Unless either Party gives thirty (30) days advance written notice to the other Party prior to the expiry of the Initial Term or each subsequent renewal term, as applicable, indicating that it does not wish to renew the Agreement, the Agreement will automatically renew for subsequent additional terms of the same duration on the terms and conditions expressed herein.

     

  7. Customer Support
    StarHub will provide the following standard customer support to Customer:
    1. Business Helpdesk Support. Customer will have access to StarHub’s general enquiry and customer service hotline.
    2. Web Support. Customer will have access to StarHub’s technical support web site and may use the website to submit service requests. Web support will not include, and StarHub will not provide, any professional or expert advice of any kind. StarHub will use commercially reasonable efforts to correct any reproducible failure of the Services to substantially conform to its expected operation; provided however, that StarHub will not be required to provide a correction for all such nonconformities.
    3. Service Upgrades and Scheduled Downtime. StarHub may update the Services in its sole discretion.StarHub may from time to time schedule downtime for maintenance and upgrades.

  8. Fees and Payment
    1. Subscription Fee. Customer will pay to StarHub the Subscription Fee each calendar month during the Term, and StarHub may invoice Customer for the Subscription Fee in respect of StarHub Enterprise WiFi Solution.
    2. Invoices. From time to time, StarHub may prepare and send to the Customer, at the contact information on file with StarHub, invoices for any fees and charges that have become due and payable under this Agreement (including the Subscription Fee). Unless otherwise expressly stipulated in an invoice, Customer agrees to pay all invoiced amounts within thirty (30) business days of the invoice date.
    3. Late Payment. Customer may not withhold or “setoff” any amounts due under this Agreement. StarHub reserves the right to suspend Customer’s access to the Services until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur a late payment fee of SGD100 until fully paid.
    4. Certain Taxes. Fees and charges quoted in this Agreement may or may not be included, and Customer shall pay, indemnify and hold StarHub harmless, from all sales, use, gross receipts, value added, GST, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of StarHub.
    5. Early Termination Penalty. In the event the Customer promptly or otherwise causes the deactivation of the Services at any time during the said Term for any reason whatsoever, including without limitation, by failing or refusing and/or neglecting to pay the Subscription Fees as and when due, the total outstanding payment, if any, and the value of the remaining contracted subscription period shall be charged to the Subscription Account.

  9. Confidential & Proprietary Information
    Definitions. For purposes of this section, Customer will be the “ Recipient ”, StarHub will be the “ Discloser ”, and “ Confidential & Proprietary Information ” includes all information disclosed by Discloser to Recipient during the Term of this Agreement and marked as “ confidential ” or “ proprietary ” or which a reasonable person would understand to be confidential or proprietary; provided that (i) all parts of the Service, whether marked as “ confidential ” or “ proprietary ” or not, and (ii) the terms of this Agreement will be considered to be StarHub Confidential & Proprietary Information; provided, however, that Discloser’s Confidential & Proprietary Information does not include: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential & Proprietary Information; (ii) information that is publicly available through no wrongful act of Recipient, or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
    1. Covenant. Recipient hereby agrees that during the Term and at all times thereafter it shall not (i) disclose such Confidential & Proprietary Information of the Discloser to any person or entity, except to its own personnel, affiliates or contractors having a “need to know”, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential & Proprietary Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential & Proprietary Information of the Discloser. Recipient shall use at least the same degree of care in safeguarding the Confidential & Proprietary Information of the Discloser as it uses in safeguarding its own confidential information of a similar nature, but in no event shall less than due diligence and reasonable care be exercised. Each party will be deemed to have fulfilled its confidentiality obligations under this Section 9 (Confidential & Proprietary Information ) if it affords the other party’s Confidential & Proprietary Information at least the same degree of care it takes in protecting its own confidential information from unauthorized disclosure (but in no event using less than a reasonable degree of care). Upon the earlier of Discloser’s written request or termination or expiration of this Agreement, and regardless of whether a dispute may exist, Recipient shall return or destroy (as instructed by Discloser) all Confidential & Proprietary Information of Discloser in its possession or control and cease all further use thereof. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential & Proprietary Information to the extent that such disclosure is necessary for the Recipient to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order.
    2. Injunctive Relief. Recipient acknowledges that violation of the provisions of this section would cause irreparable harm to Discloser not adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available without necessity of posting bond to prevent any actual or threatened violation of such provisions.

     

  10. Warranties and Disclaimers
    1. Customer Warranty. Customer represents and warrants that Customer will use and receive the Services in accordance with applicable law, including applicable provincial and federal privacy legislation.
    2. Warranty Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 10 (WARRANTIES AND DISCLAIMERS) THE SERVICES, THE DEVICE AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY STARHUB TO CUSTOMER ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. STARHUB HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. STARHUB DOES NOT WARRANT THAT THE SERVICE OR THE DEVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.

     

  11. Limitation of Liabilities
    The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
    1. Amount. Except for indemnities expressly provided for in this agreement and Subject to section 1.3, in no event will the total aggregate liability of starhub in connection with or under this agreement exceed the total amount of fees and charges collected by starhub under this agreement. For greater certainty, the existence of one or more claims under this agreement will not increase this maximum liability amount. In no event shall starhub’s suppliers have any liability arising out of or in any way connected to this agreement.
    2. Type. In no event shall starhub be liable to customer for any (i) special, indirect, incidental or consequential damages, (ii) lost savings, profit, data, use, or goodwill, (iii) business interruption even if notified in advance of such possibility, or (iv) personal or property damage arising out of or in any way connected to this agreement, regardless of cause of action or the theory of liability, whether in contract, tort (including negligence, gross negligence, fundamental breach, breach of a fundamental term) or otherwise. In no event shall starhub be liable for procurement or costs of substitute products or services.
    3. The provisions of sections 1.1 and 1.2 shall not be applicable to the extent that the cause of action giving rise to the claim arises directly from:
      1. customer’s indemnity obligations under this agreement; or
      2. a breach of customer’s obligations under section 11.

     

  12. Notices
    Notices sent to either Party shall be effective when delivered in person or by email, one (1) day after being sent by overnight courier, or two (2) days after being sent by first class mail postage prepaid to the official contact designated below and immediately after being received by the other party’s server. Notices must be in writing and sent to the respective email or postal address set out in the chart at the beginning of this Agreement or to the latest updated communication channel. StarHub may change its contact information by giving notice of such change to the Customer. Customer may change its contact information by giving notice of such change to StarHub.

     

  13. Termination
    1. On Notice. Either Party can terminate this Agreement at any time by providing the other Party with thirty (30) day notice of termination, provided , however, that if Customer terminates this Agreement prior to the expiry of the Initial Term, early termination penalty shall be applicable according to Section 8.5.
    2. Generally. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party breaches any material provision thereof and fails within fifteen (15) days after receipt of notice of default to correct such material breach or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with due diligence to completion. Either Party shall be in default hereof if it becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in bankruptcy is filed with respect to the Party and is not dismissed within thirty (30) days.
    3. Survival. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both Parties (except for Customer’s payment of all sums then owing, including any Subscription Fees), including all licenses granted hereunder, shall immediately terminate except as provided below; (b) within thirty (30) days after the effective date of termination, each Party shall comply with the obligations to return or destroy all Confidential Information of the other Party, as set forth Section 9 (Confidential & Proprietary Information); and (c) Customer will, at StarHub’s option: (1) immediately return the Device to StarHub; or (2) within thirty (30) days following the termination or expiration of this Agreement, provide StarHub with such reasonable cooperation and access to Customer’s premises as are requested by StarHub in order to remove the Device. The following Sections will survive expiration or termination of this Agreement for any reason: Section 4 (Reservation of Rights), Section 5 (Customer Data), Section 9 (Confidential & Proprietary Information), Section 10 (Warranties and Disclaimers), Section 11 (Limitation of Liabilities), Section 13.3 (Survival), and Section 14(General Provisions).

     

  14. General Provisions
    1. Assignment. Neither Party may assign this Agreement to any third party without the other Party’s prior written consent, except this Agreement may be assigned by either Party (i) to any party that controls, is controlled by, or is under common control with such Party, or (ii) pursuant to a transfer of all or substantially all of such Party’s business or assets, whether by merger, sale of assets, sale of stock, or otherwise. Any assignment in violation of this section shall be void. The terms of this Agreement shall be binding upon permitted assignees.
    2. Choice of Law. This Agreement and any action related thereto shall be governed by and construed in accordance with the substantive laws of Singapore applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Singapore and irrevocably consent to the exclusive personal jurisdiction and venue of the courts sitting therein.
    3. Right to List As A Customer. Customer agrees that StarHub may utilize Customer’s entity name in listings of current customers. Use of Customer’s name in any other marketing materials or press announcements will be submitted to Customer in advance for approval, and such approval will not be unreasonably withheld.
    4. Compliance with Export Regulations. Customer has or shall obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals; shall indemnify and hold StarHub harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. Customer shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws.
    5. Construction. Except as otherwise provided herein, the Parties rights and remedies under this Agreement are cumulative. The term “including” means “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.
    6. Force Majeure. Neither Party shall be liable for delays caused by events beyond its reasonable control, except nonpayment of amounts due hereunder shall not be excused by this provision.
    7. Severable. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect.
    8. Waiver. Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions.
    9. Independent Contractors. Customer’s relationship to StarHub is that of an independent contractor, and neither Party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of StarHub.
    10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
    11. Amendments. No amendment, supplement, modification, waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, shall be binding unless executed in writing by the Party or Parties to be bound thereby. Any waiver by one Party of any default by the other Party will not affect or impair any rights of the first Party arising from any subsequent default by that other Party.