Terms & Conditions - Wholesale

 

These Wholesale Terms & Conditions form the Agreement between Customer and StarHub Ltd (Reg. No. 199802208C) and/or the relevant Affiliate providing the particular Service. They may be added to or changed by Service Specific Terms & Conditions for certain of our products and services, which Customer may use.

  1. Definitions and Interpretation
    1. In this Agreement:
      1. "Acceptance Date" means the date on which Customer accepts or is deemed to accept a Service in accordance with Clause 5.3;
      2. "Act" means the Telecommunications Act (Cap 323);
      3. "Affiliate" the holding company, subsidiary, associated and/or related company of StarHub, including their successors, assigns, employees and agents.
      4. "Agreement" or “Master Services Agreement” means these Wholesale Terms & Conditions and any annexes hereto or terms incorporated by reference;
      5. "Business Day" means all days excluding Saturdays, Sundays and public holidays in Singapore;
      6. "Charges" means charges payable by Customer for the relevant Service, including (where applicable) installation, connection, re-connection, usage, cancellation charges as set out in the Service Order and other related charges such as but not limited to administrative, maintenance, field engineering, upgrading, downgrading, or relocation charges (if any) payable for a Service in accordance with StarHub’s prevailing tariff tables or price plans;
      7. "Commissioning Tests" means the tests to be carried out pursuant to Clauses 5.1 and 5.4;
      8. "Confidential Information" means any and all information that is confidential in nature and identified as such that is disclosed, furnished or communicated (if in writing, machine readable form, text, drawings, photographs, graphics, designs, plans or any other form whatsoever) by or on behalf of the disclosing Party to the receiving Party through the receiving Party’s directors, officers, employees, representatives, or agents in connection with this Agreement. Provided that Confidential Information shall not include any information that:
        1. is or becomes publicly available without breach of this Agreement;
        2. was previously in the possession of the receiving Party and which was not acquired from the disclosing Party as evidenced by written records;
        3. a Party hereto lawfully receives without any obligation of confidentiality from a third party;
        4. is independently developed by the receiving Party;
        5. is required to be disclosed by law or regulation.
      9. "Goods and Services Tax" means tax imposed on either Party under the Goods and Services Tax Act (Cap 177A);
      10. "IDA" means the Info-Communications Development Authority of Singapore constituted under the Info-communications Development Authority of Singapore Act (Cap 137A);
      11. "Initial Period" means in relation to a Service, the duration for which that Service may be subscribed, as set out in the relevant Service Order Form;
      12. "Fault" means a defect, fault or impairment in a Service which causes a disruption in the provision of the Service;
      13. "Parties" means StarHub and Customer and
      14. "Party" means either of them;
      15. "Service" means a specific telecommunication service supplied by StarHub to Customer as set out in the Service Order;
      16. "Service Application Form" means a request made by Customer to StarHub for the provision of telecommunications service and/or equipment;
      17. "Service Level Guarantee" means a guarantee or warranty agreed between the Parties in writing prescribing the quality or standard of a specific Service;
      18. "Service Order" the Service Application Form that is duly accepted by StarHub, format of which may be modified by StarHub from time to time;
      19. "Service Report" means a written notification provided by StarHub to Customer that the Commissioning Tests have been successfully completed or that the Service is ready as the case may be; and
      20. "Start Date" date of commencement of Service set out in the Service Report under Clause 5 or such other dates as the parties may agree in writing.
    2. The following documents shall be deemed to be read and construed as part of this Agreement and each Service Order shall be deemed to be an individual contract for the respective Service:
      1. Master Services Agreement
      2. Service Orders and additional terms and conditions specific to any Service duly executed by both Parties.
    3. In the event of inconsistency or ambiguity between the terms contained in any of the above, the documents will take precedence in the following order:
      1. Service Orders and additional terms and conditions specific to any Service duly executed by both Parties; and
      2. Master Services Agreement.
    4. In this Agreement unless the context otherwise requires:
      1. words importing the singular include the plural and vice versa;
      2. words which are gender neutral or gender specific include each gender;
      3. other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;
      4. an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate and a government Agency;
      5. a reference to a thing (including, but not limited to, a chose-in-action or other right) includes a part of that thing;
      6. a reference to a Clause, Party, Schedule or Annex is a reference to a Clause of this Agreement, and a Party, Schedule or Annex to this Agreement and a reference to this Agreement includes a Schedule and Annex to this Agreement;
      7. a reference to a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by law judgement, rule of common law or equity or a rule of an applicable stock exchange and is a reference to that law as amended, consolidated or replaced;
      8. a reference to a document includes all amendments or supplements to that document, or replacements or novations of it;
      9. a reference to a party to a document includes that party's successors and permitted assigns;
      10. an agreement on the part of two or more persons binds them jointly and severally; and
      11. a reference to an agreement, other than the Agreement, includes an undertaking, agreement, agreement or legally enforceable arrangement or understanding, whether or not in writing.
      12. where the day on or by which something must be done is not a Business Day, that thing must be done on or by the following Business Day.
      13. This Agreement or any provision herein, shall not be adversely construed against a Party simply because this Agreement was drafted or provided by such Party.
  2. Provisioning of Service
    1. Customer may at any time, request for StarHub to provide a Service by submitting to StarHub a duly completed and signed Service Application Form, such request to be binding on both Parties upon execution of the Service Application Form by an authorised person of StarHub, whereupon the Service will be governed by these terms and conditions or such other specific terms and conditions particular to that Service agreed by the Parties in writing.
    2. Customer may submit its Service Application Form to StarHub electronically in accordance with StarHub’s standard processes, and such request will be binding on both Parties upon StarHub’s written acceptance of the Service Application Form. StarHub may notify Customer of such acceptance either by way of fax or electronic transmission.
    3. StarHub Ltd or any of its appointed Affiliates may perform any of its obligations or exercise any of its rights under this Agreement by itself or through StarHub Ltd or any other Affiliate.
  3. Term of Each Service
    1. The term of each Service shall commence on the Start Date and end upon the expiry of the Initial Period.
    2. Upon expiry of the Initial Period, the term for the provision of the Service will be automatically renewed on a monthly basis unless either Party gives the other Party no less than one (1) month’s written notice of its intention to terminate the Service upon expiry of the notice period.
    3. Customer can terminate the Service at any time during the Initial Period by providing StarHub with no less than three (3) months’ written notice of its intention to terminate. If Customer serves a notice for termination during the Initial Period, Customer shall pay the remainder of the Charges for the Initial Period to StarHub as liquidated damages and not as penalty or such other charges as may be otherwise agreed by the Parties in writing. Customer agrees and accepts that such payments are liquidated damages and not a penalty for early termination. Customer shall be liable for all Services rendered to it by StarHub up to and including the date of termination.
  4. Equipment and Facilities
    1. Unless otherwise agreed, Customer shall obtain and maintain at its own costs all necessary equipment and facilities necessary to access and use the Services and, Customer agrees and undertakes:
      1. to connect only equipment that has been approved by StarHub or that is type-approved by IDA or any party authorised by IDA to do so, and which meets the relevant standards;
      2. to maintain and manage the facilities and equipment to minimise disruption of the Service and where any disruption to the Service is caused by or attributable to the facilities or equipment, to take such measures as may be necessary to restore the Service as soon as is reasonably practicable;
      3. to maintain at its own expense sufficient and suitably qualified employees and using such premises and facilities to enable Customer to perform its obligations under this Agreement;
      4. to obtain the prior written approval of StarHub before connecting any equipment to StarHub's telecommunication systems or equipment except where StarHub has announced that such approval is not required or where the equipment has been type-approved by the IDA or party authorised by IDA; and
    2. Where StarHub places or otherwise provides any equipment or facilities at Customer's premises (collectively referred to as the “StarHub Equipment”), Customer agrees and undertakes to:
      1. provide a suitable place and conditions for the StarHub Equipment including any necessary power supply;
      2. facilitate the means of entry and exit by StarHub or its personnel to the premises where the StarHub Equipment is located;
      3. maintain the StarHub Equipment or facilities in good condition, fair wear and tear excepted and prevent any modification, change or re-location of the same unless it has StarHub's prior written consent;
      4. be responsible for the security and safe use of the StarHub Equipment and/or facilities;
      5. be responsible to ensure that all other equipment, facilities or software used by Customer is compatible and may properly function and operate with the Services or StarHub Equipment and facilities which StarHub may provide under this Agreement;
      6. comply with such instructions, notice or directions issued by StarHub or IDA in relation to the installation, use or operation of the StarHub Equipment; and
      7. abide by such other terms and conditions that may be imposed by StarHub in relation to the StarHub Equipment or facilities or enter into such other arrangements for the provision of StarHub Equipment or facilities as may be required by StarHub.
    3. Customer acknowledges and agrees:
      1. that the StarHub Equipment belongs to StarHub (or to a third party which has licensed the use of such StarHub Equipment to StarHub), and that nothing in this Agreement shall operate so as to transfer any title or ownership in the StarHub Equipment to the Customer;
      2. the Customer has a limited, non-exclusive, non-transferable licence to use the StarHub Equipment for the duration of the term of this Agreement for the sole purpose of and to the extent necessary for receiving the Services provided hereunder; and such licence shall automatically terminate upon the earlier of the expiry or termination of this Agreement, in accordance with the termination provisions provided in Clause 12 of this Agreement;
      3. notwithstanding the foregoing, the risk in the StarHub Equipment shall transfer to the Customer upon delivery of the StarHub Equipment to the Customer's premises until such time that the StarHub Equipment is returned to StarHub's possession;
      4. the Customer shall ensure that its insurances shall be sufficient to cover any loss or damage caused to the StarHub Equipment.
  5. Commissioning Tests
    1. Prior to the provision of the relevant Service, StarHub shall conduct the appropriate Commissioning Tests and upon successful completion of such Commissioning Tests shall deliver to Customer a Service Report.
    2.  Customer shall within five (5) Business Days of delivery to it of a Service Report in accordance with Clauses 5.1 or 5.4 notify StarHub of any Fault in the provision of the Service.
    3. In the event that Customer does not notify StarHub of any Fault with the Service in accordance with Clause 5.2 it shall be deemed to have accepted the relevant service on the date of the Service Report.
    4. In the event that Customer notifies StarHub of a Fault in accordance with Clause 5.2, StarHub shall use all reasonable endeavours to rectify the Fault and upon such rectification shall conduct Commissioning Tests and deliver to Customer a further Service Report in relation to that Service in accordance with this Clause 5.
  6. Charges and Payment
    1. Customer shall pay the Charges in full in accordance with this Clause 6.
    2. All Charges will be calculated based on StarHub's records.
    3. All Charges shall exclude the Goods and Services Taxes or any other taxes which may be applicable to the Service provided hereunder.
    4. The recurring Charges shall accrue from the Acceptance Date and may be invoiced monthly in advance (unless otherwise notified by StarHub) and the full Charges shall apply for each month or any part thereof.
    5. Invoices are due and payable in Singapore Dollars and Customer shall bear all costs and losses arising from currency exchange in order to effect payment to StarHub in Singapore dollars. Any Charges quoted in US Dollars or other foreign currency (as may be agreed by StarHub in its absolute discretion) shall be invoiced in Singapore dollars calculated based on the published IMF exchange rate for that currency as at date of invoice by StarHub.
    6. All payments must be:
      1. paid, at Customer's cost, by cheque, banker's draft or cashier's order to StarHub or electronic transfer directly to the nominated account(s) of StarHub;
      2. paid without counterclaim and free and clear of any withholding or deduction; and
      3. accompanied by such information as is reasonably required by StarHub to properly allocate payments received.
    7. Customer shall make payment of all invoiced amounts within thirty (30) calendar days from the date of such invoice.
    8. In the event that the amount due to StarHub as stated in StarHub’s invoice or any part thereof remains unpaid after the due date, StarHub reserves the right to charge interest on the sum that remains unpaid as aforesaid at the rate of three (3%) per annum above the Singapore's average of prime or equivalent lending rate as published in the Singapore Business Times on the day of the default in payment, both before and after judgement.
      Customer shall be liable and responsible for all taxes, duties, levies, and other similar charges (and any related interest and penalties)("Taxes"), arising out of or in connection with the Services, including but not limited to any tax which Customer is required to withhold or deduct from Customer’s payments to StarHub, except any income tax imposed upon StarHub by the Inland Revenue Authority of Singapore. If Taxes pursuant to this Clause are required to be paid, Customer shall pay such Taxes as are necessary to ensure that StarHub receives a net amount equal to the amount which StarHub would have received had the payment not been made subject to such Taxes.
    9. StarHub shall be entitled to apply payment made by Customer towards any outstanding amount for any Service as it deems appropriate and to withhold or deduct any payment due from StarHub to Customer against any outstanding Charges. In addition, StarHub shall be entitled to apply payment made by Customer towards any outstanding amount due to StarHub or any of its Affiliates, including but not limited to StarHub Cable Vision Limited, StarHub Mobile Pte Ltd, StarHub Internet Pte Ltd and StarHub Online Pte Ltd, in such manner, priority, order and proportion as StarHub deems fit. If Customer has more than one account with StarHub or any of its Affiliates, StarHub may transfer any credit balance under one account to settle outstanding amounts due under another account. Any such application or allocation will override any appropriation made by Customer.
  7. Dispute of Invoice
    1. If Customer wishes in good faith to dispute an invoice, Customer must notify StarHub of its dispute within fourteen (14) calendar days of Customer’s receipt of the invoice (the "dispute notification period"), otherwise, Customer will be taken to have accepted the invoice and all Charges thereunder will be payable in accordance with Clause 6 above.
    2. The notice provided by Customer must specify:
      1. the reasons why the invoice is disputed;
      2. the amount in dispute; and
      3. any written records supporting Customer's dispute.
    3. The Parties agree to use their reasonable endeavours to promptly resolve any dispute notified under Clause 7.1.
    4. Notwithstanding that Customer shall not be required to pay any reasonably disputed amounts pending resolution of the dispute, Customer shall still be liable to make payment on the portion of the invoice that is not in dispute in accordance with the terms and conditions set out under Clause 6.
    5. Upon resolution of the dispute, if the Customer is found to be liable for the payment disputed, Customer shall pay the amount due, together with compensation for StarHub's litigation and collection expenses and interest calculated in accordance with Clause 6.8.
  8. Cash Deposit / Bank Guarantee
    1. Customer shall, if requested to do so by StarHub, deposit an amount equivalent to three (3) times the actual or projected monthly charges due to StarHub for each relevant Service.  Such deposit shall be held by StarHub as security for the due performance and observance by Customer of all the covenants, conditions and agreements herein contained PROVIDED THAT StarHub may, in its absolute discretion, permit Customer to furnish a bank guarantee in a form and issued by a bank acceptable to StarHub in lieu of the said deposit.
    2. If Customer shall fail to perform and observe any of the covenants, conditions and agreements herein contained, StarHub shall be entitled to forfeit the said deposit absolutely or to demand payment of the entire guaranteed sum under the said performance guarantee (as the case may be).  In the event the actual or projected monthly charges for Services provided increase by more than twenty-five percent (25%), StarHub shall be entitled to require the said deposit or the guaranteed sum under the said performance guarantee be likewise increased.  If any part of the said deposit or performance guarantee shall be forfeited or enforced (as the case may be), Customer shall on demand by StarHub forthwith deposit or furnish a further performance guarantee for the amount so forfeited or enforced.
    3. Upon expiry or termination of any relevant Service, StarHub shall return any unused portion of the deposit without interest.
  9. Customer Obligations and Warranties
    1. Customer agrees and undertakes to:
      1. obtain and maintain, at its own expense, all relevant licences, permissions, waivers or permits required to operate and use the Service and shall comply with all applicable laws, regulations standards and codes;
      2. not to use the Services for any unlawful or improper purposes or to violate the rights of any other party;
      3. continue to be responsible for and pay all Charges relating to the period of any temporary suspension, interruption or loss of Services whether or not due to Customer's request or resulting from Customer's default and any disconnection and/or re-connection Charges;
      4. take all reasonable steps to prevent fraudulent, improper or illegal use of the Services;
      5. not to appoint any other reseller in relation to a Service without the prior written consent of StarHub where the relevant Service is provided to Customer as the end-user of that Service; and
      6. be fully responsible for its use of the Services whether such use is for its own purposes, for resale or for the provision of services to other parties.
    2. Customer warrants and represents that it is duly incorporated and licensed to provide info-communications services under the laws of Singapore and that it has full authority and consents to enter into and observe this Agreement.
  10. Service Level Guarantees
    1. If any of the Services has a Service Level Guarantee, in the event of any failure of the Service or failure by StarHub to meet an agreed delivery date for starting the Services or any non-compliance of StarHub thereunder, Customer agrees that the compensation provided under the Service Level Guarantee represents a reasonable pre-estimate of all its losses.  StarHub shall have no further liability to Customer for the failure or non-compliance.
    2. Customer's rights to compensation from StarHub is set out in and limited to the applicable Service Level Guarantee.
  11. Suspension
    1. StarHub may, where it deems necessary for operational reasons or events of emergency or in the event of Customer’s failure to make payment or failure to remedy a breach within the timeframe given by StarHub or in the event of an imminent harm (such as interruption, disruption or congestion) to the StarHub network, to StarHub’s personnel or the provision of the Services, temporarily suspend any or all of the services by way of notice to Customer (whether written or oral).  StarHub will try to restore the affected service as quickly as it can or when a default is made good and by such means as it deems appropriate
    2. StarHub may be prior written notice suspend any or all of the Services in the event of a dispute under Clause 25 or a failure to make payment in accordance with Clause 6.
    3. StarHub shall not be liable to Customer for any claim, action, proceeding, loss or damage suffered by Customer as a result of the suspension.
  12. Termination of this Agreement
    1. Except as otherwise provided in these terms and conditions, StarHub may terminate this Agreement or any of the Services hereunder by giving Customer not less than three (3) month's prior written notice.
    2. Either Party ("the first Party") may immediately terminate this Agreement or any of the Services hereunder by written notice to the other Party if:
      1. the other Party commits a material breach of any of its obligations hereunder and fails to remedy such breach within thirty (30) calendar days of receiving written notice of such breach from the first Party; or
      2. the other Party becomes insolvent or bankrupt or is wound up, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver over its business or assets, or becomes the subject of any proceedings relating to insolvency or the protection of creditors' rights in any jurisdiction relevant to that party.
    3. StarHub shall be entitled to immediately terminate this Agreement or any Service rendered hereunder upon one (1) day's written notice if Customer fails to make payment of any Charge in accordance with Clause 6.
    4. Upon termination of this Agreement, StarHub shall cease to be liable to provide any of the Services required hereunder and Customer shall pay immediately all outstanding Charges accrued for all Services in accordance with the terms and conditions set out hereunder up to and including the date of the termination. Any equipment belonging to StarHub shall be returned to StarHub on the date of termination failing which StarHub shall have the right to either (a) enter upon Customer's premises for the sole purpose of recovering its equipment without further liability to Customer and Customer shall be liable to StarHub for all expenses incurred in relation thereto; or (b) to charge and recover from Customer the costs of the same.
    5. Termination of this Agreement does not affect any accrued rights or liabilities of the Parties.
  13. Confidential Information
    1. Each Party agrees to keep confidential any Confidential Information supplied or discussed with it by the other Party or whenever obtained under or in connection with this Agreement and shall not use or disclose such information or any part of it to any person without the prior written consent of the other Party except where disclosure is required by law.
    2. Without prejudice to the generality of the foregoing, each Party shall ensure that all data and information generated or obtained in pursuance of this Agreement will not be used for any purpose other than fulfilment of its obligations hereunder. Each Party agrees to keep all such data and information separate from and not combine it with the Party's own data and information except for a purpose connected with this Agreement if the activity concerned cannot be undertaken without combination.
    3. In the event disclosure of Confidential Information is required by law or government authority, the Party requiring to disclose any Confidential Information will notify the other Party as soon as possible and shall, prior to any such disclosure, allow the other Party an opportunity to intervene or where possible obtain from such third parties duly binding agreements to maintain in confidence the information to be disclosed.
    4. The obligations of the Parties contained in this Clause shall continue in force notwithstanding the expiry or termination of this Agreement for a period of three (3) years after such expiry or termination.
  14. Intellectual Property Rights 
    1. Except as otherwise expressly provided in this Agreement, StarHub trade marks, inventions, patents, copyrights, designs design rights, trading names (whether or not registered) and all other intellectual property rights owned by or which vests in StarHub in any manner ("intellectual property") shall remain in the ownership or property of StarHub (or its licensors) and nothing in this Agreement shall confer or be deemed to confer on Customer any rights or licences in such intellectual property whether belonging to StarHub or to any third party.
    2. Without prejudice to Clause 14.1, Customer is not entitled to use any trade marks or service marks (whether registered or not) of the StarHub in any document or other medium, without the prior consent in writing of StarHub.
    3. All intellectual property rights in all documents, drawings and information supplied by StarHub to Customer in connection with this Agreement shall remain the absolute property of StarHub (or its licensors). Such documents, drawings and information shall not be copied, disclosed or used (except for the purpose for which they were supplied) without the written consent of StarHub. No licence or other right is granted except as expressly set out in this Agreement.
    4. Customer agrees to indemnify and keep indemnified, StarHub and its Affiliates against all liability or loss arising directly or indirectly from, and all reasonable costs, charges and expenses incurred in connection with any claim, action, suit or demand suffered by StarHub as a result of any use, misuse or infringement by Customer of any of the intellectual property hereunder whether belonging to StarHub or any other third party.
  15. Indemnity & Liability
    1. Save for any Service Level Guarantee provided by StarHub in relation to a specific Service, the Services are provided on an "as is" and "as available" basis and Customer agrees and accepts that its use of the Services or any information obtained thereunder is at its sole risk. StarHub expressly disclaims all warranties of any kind, whether express or implied, including implied warranties of merchantability, 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 Customer from StarHub or through the Services will create any warranty not expressly made in this Agreement.
    2. Except for death and personal injury caused by StarHub’s negligence, StarHub expressly excludes all other liability it may have to Customer. This exclusion applies for StarHub’s benefit and that of any other service provider whose network is connected to StarHub’s network, all companies, directly or indirectly owned, wholly or partly owned or controlled by StarHub or any such service provider, and all officers, employees, contractors, and agents or anyone else to whom StarHub or these parties are responsible and whether it relates to anything caused by or resulting from anything StarHub does or does not do or delays in doing, whether or not it is contemplated or authorised by any agreement Customer has with StarHub.
    3. Under no circumstances will StarHub or any of the parties listed above be liable for any special indirect or consequential damages including loss of profit, revenue, business and anticipated savings.
    4. If StarHub or any of the parties listed above is responsible to Customer and cannot for any reason, rely on the exclusion of liability set out above, then the maximum combined amount such parties will have to pay to Customer and anyone else who uses the Services in any twelve (12)-month period of this Agreement shall be limited to the lower of: (i) the Charges received by StarHub from Customer for the affected Service twelve (12) months immediately preceding the occurrence of the event (or related series of  events) giving rise to the claim; or (ii) up to a maximum of S$1,000,000 (One Million Singapore Dollars) for all events and such sum shall include any amount payable by StarHub under a Service Level Guarantee.
    5. StarHub is not responsible for and does not endorse any third party content, information, services or products which Customer or any other party may access, use or acquire through the Services. StarHub is not responsible for and shall not be liable to Customer or any other party for any loss or damage caused by or as a result of such third party content, services or products whether accessed through or used with the Services.
    6. Customer shall indemnify StarHub and its Affiliates against all claims, third party actions or proceedings, damage loss or other liabilities made against or suffered by StarHub or its Affiliates relating to Customer’s use of the Services or arising from Customer’s breach, negligence or omission, including but not limited to claims for damages, defamation, infringement of intellectual property rights, death, bodily injury, property damage, fines or penalties, or otherwise.
  16. Notices
    1. Unless otherwise agreed, all notices, demands, requests and other communications made (collectively "Notices") shall be in writing and in the English language. Notices shall be sent or delivered to the address of the recipient shown on the first page of this Agreement, and with a copy to the attention of General Counsel, StarHub Group
    2. Notices will be deemed received:
      1. in the case of hand delivery, on the day of delivery;
      2. in the case of prepaid post, within three (3) Business Days of such posting;
      3. in the case of registered mail or courier, upon written acknowledgement of receipt; and
      4. in the case of facsimile, upon successful transmission if transmitted on a Business Day in the place of receipt but otherwise on the next Business Day.
  17. Force Majeure
    1. Neither Party shall be liable to the other in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of circumstances beyond the control of either Party, which shall include but shall not be limited to acts of God, requirements of any governmental, parliamentary or regulatory authority, fire, flood, drought, explosion, sabotage, accident, embargo, riot, strikes, lock-outs industrial disputes (whether or not involving StarHub employees or representatives) war, civil commotion, national emergency equipment failure, computer software malfunction, electrical power failures, interruption or disruption of the network of other service provides or of Customer’s equipment or the equipment of any third party,
    2. Without prejudice to the foregoing, some of the Services may occasionally be affected by interference caused by objects beyond StarHub’s control such as buildings, underpasses and weather conditions in which case, StarHub will not be responsible for any interruption or disruption of such Services or Customer’s inability to access or use the Service.
  18. Waiver
    1. Failure or neglect by a Party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that Party’s rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice that Party's rights to take subsequent action.
  19. Headings
    1. The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement.
  20. Severability
    1. In the event that any of these terms, conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
  21. Entire Agreement and Variation
    1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein. For the avoidance of doubt, upon execution, this Agreement supercedes the Wholesale Terms and Conditions.
    2. StarHub reserves the right to amend the terms and conditions herein contained and Customer shall be bound by the terms and conditions so amended. StarHub will notify Customer of such changes through written notice, electronic mail, or StarHub’s website or such other form as StarHub may think appropriate. Customer’s continued use of any StarHub Service after such notice shall be deemed acceptance of the changes. No consent, assent, approval or agreement from any third party shall be necessary for such amendment.
  22. Relationship
    1. The Parties acknowledge that nothing in this Agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between StarHub and Customer and Customer acknowledges that it does not have authority to enter binding agreements of any nature or make any representations or warranties on StarHub’s behalf and agrees not to misrepresent to any party any such authority.
  23. Assignment
    1. Unless agreed mutually in writing, and such consent shall not be withheld unreasonably, neither Party to this Agreement shall be entitled to assign their respective rights and obligations under this Agreement without the prior approval of the other Party provided that StarHub may, by giving five (5) Business Days prior written notice, effect any assignment and/or transfer to the following parties or in the following manner without any consent from Customer:
      1. to a related corporation (within the meaning ascribed to it in the Companies Act (Cap 50), provided that the related corporation has been legally bound to comply with the terms and conditions of this Agreement; or
      2. to any banks, financial institution or other financiers from whom any financing or credit facility is obtained or with whom any financing arrangements are made by StarHub.
        Customer shall execute such agreements or documents as StarHub reasonably require, to give full effect to the aforesaid assignments.
  24. Law & Jurisdiction
    1. This Agreement shall be governed and construed in all respects in accordance with the laws of Singapore and the Parties submit to the exclusive jurisdiction of the Singapore Courts. Save for StarHub's Affiliates, nothing in this contract confers or purports to confer on any third party any benefit or any right to enforce any term of this contract under the Contract (Rights or Third Parties) Act 2001. No consent of any third party is required for the rescission of this Agreement.
    2. This Agreement is subject to the Act and any applicable subsidiary legislation, rules or regulations, and any directives or order or codes of practice of the IDA and to the terms and conditions of the licence granted to StarHub under the Act. It is also subject to any restrictions imposed upon StarHub by any other telecommunications operator.