Terms & Conditions - ICT Solutions & Services

 

  1. Definitions
    1. In this Section:
      1. "Agreement" means these terms and conditions as well as any other proposal, quotation or statement of work that may be provided by us, which shall form part of the Agreement.
      2. "Solution or Services" refers to all ICT solution and services that may be provided by StarHub;
      3. "CPE" refers to the customer premises equipment provided by us under this Agreement installed or to be installed at the Premises and which you use to obtain the Services. Such CPE may be either: (i) CAPEX CPE, where the Customer owns the CPE; or (ii) OPEX CPE, where StarHub provides the CPE to the Customer as part of the Solution or Services, but ownership of the CPE resides with StarHub at all times and the CPE must be returned to StarHub upon expiry or termination or the Solution or Services;
      4. "Charges" means the amounts payable by the Customer to us, including the Subscription Fee;
      5. "Customer" or "You" means the customer who subscribes to the Solution or Services;
      6. "Premises" means the property bearing the Service Address, which is owned or occupied by you and is connected to the Network;
      7. "Service Address" refers to the address of the Premises at which we agree to provide the Services to you;
      8. "Works" means any work which you request us to perform and we agree to perform in relation to the equipment or Services;
      9. "Customer Data" has the meaning ascribed to it in Section 7;
      10. "Start Date" means the start date of the Solution of Services;
      11. "Subscription Account" means a subscription account issued by StarHub to Customer pursuant to the terms and conditions of this Agreement;
      12. "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 Solution or Services.
      13. "Term" means the term of this Agreement consisting of the Minimum Period of Service 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.
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  3. Provision of the Solution or Services
    1. The provision of the Solution of Services is conditional on Customer making commercially reasonable efforts to cooperate with the reasonable requests of StarHub, including providing StarHub required access to the Premises in order for StarHub to configure, install and operate the CPE. StarHub will issue a Subscription Account to Customer and allow Customer to use the Solution or Services in accordance with these terms and conditions. Onsite setup is only available for Premises within Singapore.
    2. The Solution or Services exclude all cabling Works. You may request that we carry out certain cabling Works and such cabling works shall be subject to our prior written consent and subject to our standard and then prevailing time and material Charges for such Works.
    3. Before provisioning you the Solution or Services, we may determine that a site survey is necessary or you may require us to carry out a site survey and in all cases, such site survey shall be subject to our standard and then prevailing Charges where applicable.
    4. You agree that there may be additional Charges in the event:
      1. we carry out a site survey;
      2. we carry out cabling works;
      3. we carry out any work outside our office hours (i.e. Mondays to Fridays from 9am to 6pm), weekends and/or public holidays except that this paragraph shall not apply to any Solution or Services supplied on a 24 hour, 7-day a week basis.; or
      4. we carry out works outside the scope of the Solution or Services;

        We shall charge for all such Works at our then prevailing rates.

    5. Where you request that we provide any Works within a specific period, we shall, in consultation with you, determine the date ("RFS Date") to complete the works.
    6. StarHub will: (i) provide to Customer support through the StarHub hotline for the purchased Solution or Services at no additional charge as described more fully in Section 8 (Customer Support) below; and (ii) use commercially reasonable efforts to make the Solution or Services available within the mutually agreed Service Level Agreement, except for : (a) planned downtime and scheduled upgrades (as described more fully in Section 8 (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.
    7. StarHub may update the functionality and user interface of the Solution or Services from time to time (i) if agreed within the mutually agreed scope; (ii) otherwise, they are available at StarHub's sole discretion and we have no obligation to provide the same.
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  5. 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 CPE and the technical processing and transmission of Customer Data is fundamentally necessary to use of the Solution or 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 Solution or 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 Solution or 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 Solution or 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 Solution or Services under this provision.
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  7. Customer Obligations in respect to CPE
    1. For OPEX CPE:
      1. Title and legal and equitable ownership in the CPE remains vested with us at all times.
      2. You shall not make any alterations, additions or improvements to the CPE.
      3. You shall not under any circumstances whatsoever, re-provision, resell or export the CPE or any part thereof.
      4. You accept and agree that risk in the CPE passes to you on delivery.
      5. You shall at all times keep the CPE free from all levies, attachments, liens, encumbrances, charges and other debts. If any claim is made against the CPE, you shall give us immediate written notice of the claim and shall fully indemnify and hold us harmless from and against any costs, damages and expenses that may be incurred by us in defending or responding to any such claim.
      6. You assume and shall bear all risks of any loss, theft, damage and destruction of the CPE from any and every cause from the date of delivery until the date of repossession, collection or return to us or our agents.
      7. You shall promptly notify us in writing of any damage to, or loss, theft or destruction of the CPE. You shall be responsible for and shall indemnify us against any and all costs and expenses incurred by us in making good or replacing the damaged, lost, stolen or destroyed CPE
      8. You shall not, nor permit any person to:
        1. move the CPE to a location other than the location to which it was delivered; or change, deface, obscure or remove any label or markings attached to the CPE except with our prior written consent.
        2. You shall obtain our prior written approval before connection or interconnecting the CPE to any private or public network whatsoever
      9. If you report a fault on the CPE and, following investigation by us, either no fault is found or we determine that the fault is not with the CPE, then we may charge you a fee for the fault report at our then prevailing rate.
      10. You may, with our prior written consent, subscribe to additional features or services ancillary to the Services as may be offered by us from time to time and upon the provision of such additional features or services, the terms and conditions of this Agreement shall also apply to those additional features or services.
      11. You must comply with all instructions, notices or directions issued by us or the relevant Regulatory Authority in respect of the installation, use or operation of the CPE.
      12. You must keep the CPE (which we lease or rent to you) in a suitable place and appropriate conditions for the CPE, including any necessary electrical power supply. You must also keep such CPE in good condition in accordance with the guidelines, instructions or specifications given to you. You shall bear all repair and replacement costs of the CPE. You must not allow anyone to modify such CPE without our prior written consent
    2. For CAPEX CPE: 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 CPE following the end of the Term upon request at a mutually agreed price. During the Term and such reasonable period thereafter as StarHub may require to remove the CPE from Customer's premises, Customer will not, and will not permit any other person to: (i) interfere with or prevent the operation of the CPE, (ii) remove the CPE from the location where it is installed, or (iii) modify, tamper with or disassemble the CPE, or attempt to do any of the above. While on Customer's premises, the CPE will at all times remain the sole property of Customer, and Customer will take reasonable measures to secure the CPE against loss or theft that are in any event no less stringent than security measures Customer takes to safeguard similar property of Customer.
    3. You shall be solely responsible and shall ensure that:
      1. there is sufficient space, including a proper rack, mounting space or desk, for the CPE and its installation;
      2. there is sufficient working area for access to the CPE and for installation of the CPE;
      3. there is an appropriate power socket and feed within 5 feet of the CPE, with no obstruction to the CPE;
      4. there is an appropriate LAN. WAN, or telecommunication line outlets pre-laid and cabled within 5 feet of the CPE, with all necessary cabling and patch cord correctly labeled and laid within reasonable distance to the respective ports;
      5. there is sufficient air-conditioning for the CPE, for example, AC and DC supplies, surge suppression, UPS capacity and circuit current capacity;
      6. there is sufficient and appropriate power distribution boxes, power socket, power feed, conduits, groundings, lightning protection, connectors and associated hardware for the CPE;
      7. the space for the installation of the CPE meets appropriate environmental conditions, for example, a raised floor, drop-down ceiling and cleanliness;
      8. we can access the relevant area; and
      9. your configuration details for the CPE are accurate.
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  9. Reservation of Rights
    1. Rights Reserved by StarHub. StarHub expressly reserves all rights in the Solution or Services and all materials provided by StarHub hereunder not specifically granted to Customer. It is acknowledged that all right, title and interest in the Solution or 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 Solution or Services and all materials provided by StarHub hereunder are licensed on a subscription basis and not "sold" to Customer.
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  11. 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 Solution or 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 CPE from third parties.
    3. Removal of Customer Data on Request by Customer. Customer may control the Customer Data stored by the Solution or Services including, at any time, by deleting all or part of the Customer Data stored on the Solution or 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 CPE while on Customer's premises; or (e) use or receipt of the Solution or Services by Customer or third parties on Customer's behalf, including in combination with any third party software, application or service.
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  13. Term
    1. The Minimum Period of Service for each Solution or Service shall be 1 year, 2 years, or 3 years from the Start Date as chosen by you and agreed by us in writing, or as otherwise stated in our application/order form.
    2. Thereafter, unless either Party gives thirty (30) advance written notice to the other Party prior to the expiry of the Minimum Period of Service, 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.
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  15. Customer Support

    StarHub will provide the following standard customer support to Customer:

    1. Managed Services Operating Centre (MSOC) Helpdesk Support. Customer will have access to StarHub's general enquiry and customer service hotline.
    2. StarHub will use commercially reasonable efforts to correct any reproducible failure of the Solution or 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 Solution or Services in its sole discretion. StarHub may from time to time schedule downtime for maintenance and upgrades.
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  17. Fees and Payment
    1. Charges. Customer will pay to StarHub the Charges. The Subscription Fee shall be payable each calendar month during the Term or where the payment milestone so dictates, and StarHub shall invoice Customer for the same.
    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 Charges that have become due and payable under this Agreement. 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 Solution or Services until all due amounts are paid in full. We may charge you interest on the outstanding amount at 1.5% per month from the date the outstanding amount was due and payable and calculated on a daily basis or at such other rates as we may prescribe from time to time. Alternatively, we may charge you the standard late payment fee as we may prescribe from time to time.
    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 Charges. In the event the Customer promptly or otherwise causes the deactivation of the Solution or 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 Charges as and when due, the total outstanding payment, if any, and the value of the remaining contracted subscription period shall be payable by the Customer.
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  19. Warranties and Disclaimers
    1. Customer Warranty. Customer represents and warrants that Customer will use and receive the Solution or 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 CPE 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 CPE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.
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  21. Termination
    1. On Notice. Either Party can terminate this Agreement at any time by providing the other Party with thirty (30) notice of termination, provided, however, that if Customer terminates this Agreement prior to the expiry of the Minimum Period of Service, early termination charges shall apply.
    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 t dismissed within thirty (30) days. receiver is appointed or a petition in bankruptcy is filed with respect to the Party and is no
    3. If you fail to pay us any money due to us under this Agreement by the due date of the relevant invoice, we shall be entitled to suspend or terminate the Solution or Services by giving you 1 day's written notice.
    4. If you give us a notice to terminate this Agreement or the Solution or Services that ends during the applicable Minimum Period of Service, or if we terminate this Agreement or the Solution or Services due to your default prior to the expiry of the applicable Minimum Period of Service, you shall be liable:
      1. for all Charges for the Solution or Services accrued up to the date of termination which includes the full period of the last billing cycle without any pro-ration (and there shall be no refunds of any advance Charges made by you in respect of the Solution or Services);
      2. to pay or refund us a sum of moneys equal to any and all discounts, subsidies, waivers and rebates given by us to you up to the date of termination; and
      3. for all claims, damages, losses and liabilities which we may suffer because of the early termination, including but not limited to, any and all unrecoverable costs imposed by us by a third party relating to the early termination.
      4. In computing whether or not you have complied with the Minimum Period Service, we will not take into account any period for which the Solution or Services are suspended for any reason whatsoever.

    5. Upon termination or expiration of this Agreement for any reason:
      1. 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;
      2. 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
      3. For OPEX CPE, Customer will, at StarHub's option: (1) immediately return the CPE 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 CPE or (3)require you to uninstall the CPE so that the CPE is in a condition suitable for collection by us; a(4) sell or otherwise deal with or dispose of the CPE in such manner as we deem fit.