1.1 In this Section :-
1.1.1 "CPE" means any customer premises equipment;
1.1.2 "Equipment" means any equipment (including any CPE) which we may provide to you in connection with the provision of the Services;
1.1.3 "ISDN" means Integrated Services Digital Network;
1.1.3A "NGN" refers to the next generation national info-communication infrastructure provided by a third party;
1.1.4 "PABX" means Private Automatic Branch Exchange;
1.1.5 "Premises" means the property bearing the Service Address which is connected to the Network;
1.1.6 "Service Address" refers to the address of the Premises at which we agree to provide the Services to you. Where the Services are provided over the NGN platform, the address must be registered as a correct, existing and valid unit address within the Premises and cannot be an open area or space within the Premises;
1.1.7 "Services" refer to the Business Broadband and where relevant, any value-added Services (including but not limited to SMTP Service) as may be provided by StarHub Ltd (Reg. No. 199802208C) from time to time. Where the Services are provided over the NGN platform, certain third party’s terms and conditions may apply in addition to these terms and conditions and such third party’s terms and conditions shall supersede these terms and conditions; and
1.1.8 "SingTel DEL" means SingTel’s analogue direct exchange line to which a telephone may be connected.
2.1 In order to subscribe to the Services, you must comply with the following requirements :-
2.1.1 you must be a business entity with a company or business registration number which is registered with the Accounting and Corporate Regulatory Authority of Singapore;
2.1.2 at the time of application, you must not have any outstanding accounts with us that are due and owing to us; and
2.1.3 you must have a Service Address to which the Services will be provided.
2.2 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.
2.3 You must at all times provide us with such information as may be necessary or desirable for us to provide you with the Services.
2.4 If you wish to subscribe to the Services which comprise or include the Services, you must (at your own costs) procure and maintain a SingTel DEL line over which the Services are to be provided. We will not be liable for any Service failure, interruption or performance degradation :-
2.4.1 arising from any failure to procure and/or maintain the SingTel DEL line; and/or
2.4.2 arising from the SingTel DEL line.
2.5 We may decline acceptance of your application at our discretion and without any liability to you.
3.1 Without prejudice to Clause 2.5 above, we reserve the right not to accept or proceed with your application if :-
3.1.1 the application/order form submitted by you is not duly completed and signed;
3.1.2 you fail to provide us with the information as stipulated under Clause 2.3 above;
3.1.3 we determine, in our absolute discretion, that we are unable to provide the Services due to any of the reasons as stipulated in Clause 6.5 below; or
3.1.4 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.
3.2 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 will use our commercially reasonable endeavours to meet the RFS date and shall not be liable if the RFS date is not met due to events outside our control, including but not limited to, any third party’s act and/or omission. We reserve the right to change the RFS date without liability.
3.3 If we are unable to provide the Services by the RFS date, then you must either :-
3.3.1 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
3.3.2 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.
3.4 If you request to defer the provision of the Services to a date after the RFS date originally agreed to by us, you will be liable to pay a reservation fee at our prevailing rate(s). Where the Services are provided through the NGN platform, if you request to defer the provision of the Services to a date after the RFS date originally agreed to by us, your request for deferment shall be deemed an early termination of the Services and you shall be liable to pay us our prevailing early termination Charges which is equivalent to 100% of the monthly recurring Charges for the remaining applicable Minimum Period of Service (“Early Termination Charges”) and any and all other amounts that may be imposed by a third party arising from and in connection with such cancellation (“Third Party Charges”).
3.5 If you cancel your application for the Services after the RFS date, you shall be liable to pay us all Early Termination Charges and where the Services are provided through the NGN platform, you shall in addition to such Early Termination Charges, pay us all Third Party Charges.
3.5A If you cancel your application for the Services before the RFS date, you shall be liable to pay us our prevailing cancellation Charges which is equivalent to 100% of our prevailing one-time installation Charges of the Services (“Installation Charges”), regardless of whether such Installation Charges were waived or discounted, in which case, the standard installation Charges shall be imposed. Where the Services are provided through the NGN platform, if you cancel your application for the Services before the RFS date, your cancellation shall be deemed an early termination of the Services and you shall be liable to pay us all Early Termination Charges and Third Party Charges.
3.6 If you request a change of the circuit terminating point and this results in a change of original serving Distribution Point ("DP") or serving node, that request will constitute a cancellation of your application for the Services, and you will be liable to pay our prevailing cancellation Charges. Where the Services are provided through the NGN platform, your request under this Clause 3.6 shall be deemed an early termination of the Services and you shall be liable to pay us all Early Termination Charges and Third Party Charges.
3.7 If your request for a change of the circuit terminating point results in re-wiring of any completed wiring work from the original serving DP or serving node, you will be liable to pay our prevailing Charges for the rewiring.
3.8 If the Service Address is at a location whereby we do not have in place the resources to support the provision of such Services to that location ("Remote Location"), the following terms will apply :-
3.8.1 You must inform us to proceed with survey of the Remote Location to enable us to evaluate the feasibility to activate the Services to the Remote Location and you must pay our prevailing Charges for site survey ("Site Survey Fee").
3.8.2 We reserve the right to accept or to reject any application for the Services to a Remote Location without giving reasons. Criteria that may be taken into account by us include but are not limited to :-
220.127.116.11 the Remote Location has previously been assessed by us as not being a feasible site for installation or operation of the Services; and/or
18.104.22.168 you have been given quotes for several Service requests, but has not asked us to proceed to install the Services arising from such quotes.
3.8.3 You will secure for our personnel or our authorised representatives all Remote Location access and usage rights required for us to carry out the survey and the provisioning of the Services.
3.8.4 If, after conducting a Site survey, we determine (in our absolute discretion) that it is feasible to install and operate the Services at the Remote Location, then we will inform you of :-
22.214.171.124 the additional costs ("One Time Customisation Charges"), if any, that would be incurred in installing and providing the Services to the Remote Location;
126.96.36.199 an estimated time frame required for the installation of the Services to the Remote Location; and
188.8.131.52 the monthly recurrent charges and one time installation charges for the Services to the Remote Location, (together, the "Quote for the Remote Location Service").
3.8.5 You must either accept or decline the Quote for the Remote Location Service within the quote’s validity period.
184.108.40.206 If you accept the Quote for the Remote Location Service, the Site Survey Fee will be rebated to you as a credit against the charges payable by you for the Services.
220.127.116.11 If you do not accept the Quote for the Remote Location Service, you must inform us and your application for the Services will be considered null and void. For the avoidance of doubt, you will remain liable for, and not be entitled to any refund of, the Site Survey Fee.
3.8.6 You agree that no right, title or proprietary interest in the resources to or at the Remote Location (for example, equipment, fibres or ducts built) will be vested in you. If you activate cancellation of the Services to the Remote Location after accepting the Quote for the Remote Location Service wherein we consequently proceeded with the provisioning of the Services to the Remote Location, we reserve the right to recover all associated resources to or at the Remote Location with no rebate on the One Time Customisation Charges and you will be liable to pay our prevailing cancellation Charges.
3.8.7 We will not be liable in any way to you for any loss, damage or liability incurred or sustained by you caused by or arising as a result of :-
18.104.22.168 the rejection of any application for the Services; and/or
22.214.171.124 our determination that the Remote Location is not feasible for installation or operation of the Service.
4.1 The Minimum Period of Service for the Services is 24 continuous months per line/connection where the Services are provided through the NGN platform and where the Services are provided through other means, 18 continuous months (or such other continuous period as may be stated in the application/order form and agreed by us in writing) per line/connection from the commencement date as determined in accordance with Clause 5.1 below. The computation of the Minimum Period of Service will not take into account any period of suspension or cessation of the Services. If the Services are suspended or halted and are subsequently reactivated, the Minimum Period of Service will be automatically extended by such period of suspension or cessation.
4.2 If we agree to any changes to the Services requested by you (including any upgrade of the Services) or the renewal of the Services, we are entitled to require the Minimum Period of Service to be re-commenced.
5.1 The Services under this Agreement will commence on the RFS date as notified by us to you in accordance with Clause 3.2 above.
5.2 This Agreement will continue until terminated according to the provisions of this Agreement.
6.1 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.
6.2 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 pursuant to Clause 12.1 below.
6.3 Except for the Equipment, you are solely responsible for providing all other equipment, hardware, software, telecommunications services and power supply necessary to connect to and use the Services.
6.4 Without prejudice to clause 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.
6.5 You acknowledge and agree that availability of the Services is subject to :-
6.5.1 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;
6.5.2 geographic and technical capacity of our Network and of our delivery systems at the time at which the Services is requested or delivered; and
6.5.3 provisioning time for the Services and/or the Equipment. Such provisioning time will be determined by us in our discretion and may be changed by us.
7.1 Unless :-
7.1.1 otherwise approved by us in writing or
7.1.2 you have subscribed to the multi-users packages, you will not permit the Services to be accessed or utilised simultaneously by more than one user or by any one or more users in a network environment. We will, in our discretion, determine whether any arrangement, configuration or usage of the Services constitutes use within a network environment.
7.2 You are responsible for ensuring your applications, equipment (including your computer(s) but excluding the Equipment which we provide to you in connection with the Services), 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 Equipment and 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.
7.3 For multi-user packages, the maximum number of terminals could be connected to the Services at any one time is fifteen or such number as we may advise from time to time. We will not be liable for any Service failure resulting from the non-compliance of such requirements.
7.4 You must ensure that all applications, equipment (other than the Equipment which we provide to you in connection with the Services), hardware, software or networks connected to or used with the Services or the Equipment is connected and used in accordance with :-
7.4.1 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
7.4.2 all instructions, notices and directions as may be determined by us from time to time.
7.5 The Services or the Equipment may not be compatible with certain applications, equipment (other than the Equipment), hardware, software or networks. Without prejudice to the foregoing, the Services may not be used in conjunction with the following systems: PABX, hunting lines, ISDN, key telephone systems and auxiliary lines. 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 or the Equipment in conjunction with such applications (or as the case may be, equipment, hardware, software or networks).
7.6 The Services must not be used to route any private IP addresses unless the Services are connected directly to a CPE on your Premises. Only public registered IP addresses will be routed if the Services are connected to any other service provider’s network.
7.7 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.
8.1 You acknowledge and accept that as with any network, actual downstream speed when using the Services is affected by many factors including without limitation :-
8.1.1 overall network traffic condition;
8.1.2 performance and configuration of your computer or equipment connected to the Network;
8.1.3 type of data accessed, whether non-cached or cached data;
8.1.4 location and configuration of the accessed server;
8.1.5 performance characteristics of each component of the data network, the number of users and the extent of all users' compliance with such conditions and requirements as may be determined by us;
8.1.6 copper loop distance, quality and any external copper noise interference;
8.1.7 type of equipment/routers/modem used; and
8.1.8 any applications, equipment (other than the Equipment which you provide to you in connection with the Services), hardware, software or networks used by you.
8.2 You further acknowledge that we do not warrant or give any guarantee on data transfer speed or any other aspect of the Services. We hereby exclude all warranties, whether express or implied by law, regarding the use of the Services (including without limitation the accessibility, reliability or accuracy of the Services) and the performance and/or condition of the Network.
9.1 For certain packages, we may assign a User Code and PIN to you to allow you access to the Services.
9.2 We will have the right to withdraw the User Code and/or PIN and forthwith assign a new User Code and/or PIN to you at no extra charge where we have reason to believe the User Code and/or PIN has been discovered and/or used by a person without the knowledge, consent, permission, expressed or implied, of you, your servants, employees or agents and on such other occasion as we will deem necessary in our opinion.
9.3 We will have the right to withdraw the User Code and/or PIN from you :-
9.3.1 if this Agreement is terminated; or
9.3.2 where in our opinion you have not complied, is not complying or is likely not to comply with your obligations under this Agreement.
9.4 As Content transmitted through the internet in general is not confidential, we cannot and will not guarantee your privacy or protection. It is your sole responsibility to take all such measures as may be necessary (including but not limited to changing your PIN from time to time) to protect the secrecy of your User Code and/or PIN. You will keep the User Code and PIN confidential and will not reveal or disclose the User Code 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 clause will survive the termination of this Agreement.
9.5 If we provide you with a password to access a CPE which is provided by us to you :-
9.5.1 you will be solely responsible for the management of the CPE. The point of demarcation for our responsibility is up to the point just before the DEL/cable physically connects to the CPE;
9.5.2 you must pay us our prevailing on-site support Charges when we provide you with any on-site support for the CPE (including CPE configuration). The provision of on-site support will be subject to resource availability; and
9.5.3 if there is a hardware failure of the CPE, we do not guarantee that the replacement CPE will be of the same or similar model.
10.1 Equipment which are not supplied by us will not be supported by us.
10.2 You acknowledge and agree that we are not the manufacturer of the Equipment and that we shall not be responsible for any Equipment defects or any loss or damage arising out of such defects, even if we supplied the Equipment.
10.3 You will bear all risks of loss or theft of, or damage to, the Equipment, from the time you receive the Equipment.
10.4 You must keep the Equipment in a suitable place and appropriate conditions for the Equipment, including any necessary electrical power supply. You must also use the Equipment in accordance with the guidelines, instructions or specifications given to you.
10.5 If you receive any Equipment new from us and the Equipment include a warranty at the time of receipt, you must refer to the warranty document provided with the Equipment for information on the limitation and disclaimer of certain warranties. Remedies for breach of any such warranties will be limited to those expressly set out in the warranty document. Your sole and exclusive remedy for any defect in the Equipment will be according to the terms of the manufacturer’s warranty. Save as aforesaid, we will not be responsible for any defect in the Equipment.
10.6 We reserve the right to charge you at our standard rates for responding to a service call or request to change, replace or reconfigure any defective equipment, unless we subsequently ascertain that the malfunction or defect is not caused by or attributable to your act, omission, equipment or systems.
10.7 You must comply with all applicable laws and instructions, notices or directions issued by the relevant regulatory authority or us from time to time in respect of the installation, use, operation or upgrade of the Equipment.
10.8 Upon our notification, you will grant us access to the Equipment and the software embedded therein as and when we deem necessary or desirable to carry out any equipment upgrade.
10.9 You must not use the Equipment in conjunction with any application, equipment, hardware, software or network other than in the manner approved by us.
10.10 You are solely responsible for the Equipment and must not modify or in any way interfere with, nor allow anyone else (other than a person authorised by us) to do so. You will not change the electronic serial number or equipment identifier of the Equipment or to perform a factory reset of the Equipment without our prior written consent. We reserve the right to suspend or terminate your Services if we determine, in our absolute discretion, that you have tampered with the Equipment. In the event of such suspension or termination, you will remain responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will immediately become due and payable.
10.11 You will be solely responsible for the Content/data retrieved, stored or transmitted through the Services and/or the Equipment.
11.1 You are responsible for the use of the Services under your account(s) and for any Content disseminated through your account(s).
11.2 You must not use or allow any part of the Services to be used :-
11.2.1 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;
11.2.2 to transmit or post any Content which may give rise to civil liability or otherwise violate any applicable laws, rules or regulations;
11.2.3 to transmit any Content that contains viruses, worms, trojan horses, time bombs, cancelbots or any other harmful, damaging or destructive programs;
11.2.4 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;
11.2.5 to disrupt the various networks that are connected to the Services or violate the regulations, policies or procedures of such networks;
11.2.6 to collect and/or disseminate information about others or their email addresses without their consent;
11.2.7 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;
11.2.8 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
11.2.9 to be resold or otherwise provided to third parties without our prior written consent, whether for profit or not.
12.1 You are liable to pay a recurring subscription fee(s) for the Services at the prevailing prescribed rate(s). You will be billed in advance for the subscription fees at monthly intervals or such intervals as may be approved by us.
12.2 Billing and payment disputes that may be raised by you will be treated in accordance with our General Terms and Conditions.
13.1 You will provide us, our employees and contractors safe access to your Premises for the purposes of performing this Agreement (including the installation or collection of the Equipment). You represent and warrant that you are the lawful owner or occupier of such Premises and that you have obtained all necessary consents, licences and permits to allow us, our employees and contractors such access.
13.2 During the service call for installation, we are not obliged to render any services apart from installation of the Equipment in a properly licensed computer environment, and you will not hold us liable for any loss (including loss of data, business or profits), damage or system failure arising thereof. You will ensure and be responsible for obtaining all requisite licences and consents for your computer system, including any and all software used therein.
13.3 Any Service failure due to changes to the system configurations requested by you is your sole responsibility. Any Charges for rectifying such failure caused by you or any third parties will be borne by you.
13.4 Standard line installation is to be provided by us up to 50m from the Distribution Point ("DP") only. Any additional costs resulted from the line installation of more than 50m from the DP will be borne by you.
13.5 You must, if applicable, provide all internal wiring and sockets within the Service Address according to the relevant regulatory authority’s and our specifications and guidelines required for the purposes of the installation of the Services. Where we are requested to provide any such internal wiring or sockets, you must pay us the prevailing Charges imposed by us.
13.6 If we are of the opinion that the installation of the Services at the Service Address would result in or cause :-
13.6.1 any risk of injury to any person;
13.6.2 the use of equipment which not commonly used in the installation of the Services;
13.6.3 the relocation of any structure, fixture or fitting at the Service Address;
13.6.4 costs, expenses or manpower resources which exceeds the amount usually required on the part of us for the installation of the Services; or
13.6.5 us to provide any services which are not usual to, or are outside the scope of, our standard installation services,
we may decline to install the Services or impose such conditions (including the provision of equipment, the payment of any Charges or reimbursement of expenses by you) as we may deem appropriate and defer the installation of the Services and the provision of the Services to you until after all such conditions have been fulfilled.
13.7 Where you or your contractor is installing any part of the wiring or cabling required for the provision of the relevant Services, you will ensure that the proper installation of such cables or wiring is completed prior to the scheduled RFS date. You will ensure that such cable is labelled at both ends to clearly demarcate it as belonging to and under your care.
13.8 You will be responsible for the care and maintenance of all our Equipment at your premises, fair wear and tear excepted.
13.9 If you report a fault and either no fault is found or we determine that the fault is not due to our Network or Equipment or installation, then you must (if required) :-
13.9.1 pay us a fee for the fault report at our prevailing rate; and
13.9.2 reimburse us for all other costs (including labour and transport charges) incurred by us for attending to your request.
13.10 Any request for relocation of the Services is subject to Clause 6.5 above and to our absolute discretion. If we relocate any Services, you must pay us our prevailing Charges for the relocation.
14.1 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) epidemics of infectious diseases or acts of terrorism. Without prejudice to clause 14.1 above :-
14.1.1 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
14.1.2 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.
14.2 Without prejudice to clause 14.1 above :-
14.2.1 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
14.2.2 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.
15.1 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.
16.1 The Services (including any installation or support 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 :-
16.1.1 an act or omission of an underlying carrier, Service Provider, vendor or other third party;
16.1.2 equipment, network or facility failure;
16.1.3 equipment, network or facility upgrade or modification;
16.1.4 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;
16.1.5 equipment, network or facility shortage;
16.1.6 equipment or facility relocation;
16.1.7 service, equipment, network or facility failure caused by the loss of power to you;
16.1.8 any act or omission by you or any person using the Service or Equipment provided to you;
16.1.9 any third party’s service, equipment, software, network or facility; or
16.1.10 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.
16.2 Without prejudice to clause 16.1 above, we make no warranty :-
16.2.1 that the Services, the Software or any equipment (which we provide to you, including the Equipment) will not cause any harm to your applications, equipment, hardware, software, networks or Content;
16.2.2 as to the accuracy, reliability or quality of any Content obtained through the Services or that defects in any Software will be corrected; and
16.2.3 that the Services and access to them are error free and uninterrupted or available at all times.
16.3 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 (“the Relevant Parties”) 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.
16.4 Under no circumstances will we or any of the Relevant Parties 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 wilfully, recklessly or negligently.
16.5 Under no circumstances will we or any of the Relevant Parties be liable for any lost profits, revenue, business or anticipated savings, even if such damages, losses, costs or expenses were caused wilfully, recklessly or negligently.
16.6 If we or any of the Relevant Parties are liable to you and we cannot, for any reason, rely on the exclusion of liability set out in Clauses 16.3 to 16.5 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 :-
16.6.1 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
16.6.2 the lower of your preceding 12-months' Charges applicable to the Services in question or S$10,000/- in any 12-month period.
16.7 The limitations and exclusions of liability in this Agreement shall not apply to any liability we or any of the Relevant Parties may have in respect of any death or personal injury resulting from our negligence.
16.8 The limitations and exclusions of liability in this Agreement shall not apply to any liability which cannot be lawfully excluded or restricted under the Unfair Contract Terms Act (Cap. 396).
16.9 StarHub Ltd or any Affiliate 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. However, any act or omission of any such other Affiliate is deemed the act or omission of the party providing the Services.
17.1 The Services are provided to you solely for your own business use. You must not resell or transfer the Services or the Equipment (which we lease or rent to you) 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.
18.1 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 Clause 18, 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.
18.2 If you give us notice that ends during the applicable Minimum Period of Service pursuant to clause 18.1 above :-
18.2.1 you must immediately pay us for the recurring subscription fee(s) for the Services for the remainder of the Minimum Period of Service; and
18.2.2 clause 18.7 below will apply.
18.3 If the Services or this Agreement are/is terminated pursuant to clause 18.4 or 18.5 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 clause 18.2 above.
18.4 In the event of any of the following :-
18.4.1 you breach any of the terms and conditions of this Agreement or any other agreement you have with us;
18.4.2 you become or threaten to become bankrupt or insolvent, or die;
18.4.3 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;
18.4.4 the equivalent of any of the events referred to in clauses 18.4.2 and 18.4.3 above under the laws of any relevant jurisdiction occurs to you;
18.4.5 you provide incorrect, false or incomplete information to us;
18.4.6 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;
18.4.7 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
18.4.8 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 7 working days' notice (for clauses 18.4.1 and 18.4.5 above) or with immediate effect (for clauses 18.4.2, 18.4.3, 18.4.4, 18.4.6, 18.4.7 and 18.4.8 above) without compensation and without prejudice to our rights to damages for any antecedent breach by you of this Agreement. You may immediately contact our business helpdesk or our Account Manager 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.
18.5 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.
18.6 If and when you make good any breach or default, we may restore any suspended Services after you have paid for any reinstallation, restoration or re-connection charges and reimbursed us for our reasonable costs in suspending the Services.
18.7 If the Services are terminated :-
18.7.1 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
18.7.2 you must immediately (and in any event, within 30 days of such termination) return to us all Equipment which we may have leased or rented to you in respect of the Services in good condition, failing which we will be entitled to, at our absolute discretion :-
126.96.36.199 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; or
188.8.131.52 treat the Equipment as being sold to you and to charge you our prevailing Charges for the Equipment. There will be no refund of any such Charges paid.
18.8 Without prejudice to clause 18.6 above, we reserve the right to charge you a reactivation fee of at least S$100 (or such other amount as may be determined by us) for reactivating any suspended Services. Reactivation of any Services is subject to our absolute discretion.
18.9 In the event that the Services are suspended due to non-payment of any Charges and you subsequently pay to us all outstanding amounts due or payable to us, you must contact our business helpdesk or our Account Manager if you wish to request for the reactivation of the Services. Reactivation of the Services is not automatic and not immediate upon full payment of the Charges.
18.10 The termination of this Agreement will not affect any accrued rights or remedies of either party against the other party.