Asiacloud Broadband Terms & Conditions
Notwithstanding the lack of a signed acceptance by the Client, the Client shall be deemed to have read the terms herein ("Terms") and agreed to be bound by them, upon first use of this the service of product of ASIACLOUD ("Service").
ASIACLOUD (including Asiacloud Solutions Pte Ltd, the entities operating asiacloud.com.sg) reserves the right to amend these Terms at any time and to post them on www.asiacloud.com.sg. The Client's use of the services offered by ASIACLOUD after these amendments have been posted constitutes the Client's agreement to be bound by them.
The Client agrees to the use of electronic communication and records in order to enter into contracts, place orders, receive notices and store information. Further, the Client waives any rights or requirements under any legislation in any jurisdiction which require an original signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
The Client shall be billed monthly or quarterly in advance, and payment for all invoices shall be made by the Client within 14 days from the date of the invoice (unless otherwise stated in the respective sales quotation). All Charges are exclusive of any applicable taxes, tariffs, levies and surcharges which shall be payable by the Client.
ASIACLOUD shall be entitled to appoint billing agents from time to time to handle billing and collection of such fees and Charges. ASIACLOUD shall provide the Client with invoices to the Client's designated mailing address and all invoices shall be rendered in Singapore Dollars, unless otherwise stated in such invoices (the "Designated Currency"). The invoices shall be paid in the Designated Currency without set-off, withholding or deduction of any kind by the Client.
For the purposes of payment, time shall be of the essence. In the event of late payment, ASIACLOUD shall impose a late payment charge of 1% per month as interest. In the event of late payment, ASIACLOUD reserves the right to suspend the Client's access to the Service or otherwise terminate the Service or take such other actions as ASIACLOUD may deem fit. In addition, ASIACLOUD may set-off against and deduct from any sum of money due to the Client under these Terms or any other contract with the Client any sum which is due and payable by the Client. Exercise by ASIACLOUD of its rights under this Clause shall be without prejudice to any other rights or remedies available to ASIACLOUD under these Terms, or otherwise howsoever arising, at law or in equity.
The Client must promptly check and verify the accuracy of each invoice delivered and notify ASIACLOUD and ASIACLOUD's appointed billing agent in writing of any error, inaccuracy or discrepancy, setting out sufficient details. Otherwise, the invoice shall be conclusive evidence as against the Client of the truth and accuracy of the matters stated therein save for manifest error on the face of it and the Client must make payment in accordance with this Clause within fourteen (14) days from the date of the invoice.
In the event that the Client disputes any amount stated in any invoice and withhold payment of the amount by notifying ASIACLOUD and ASIACLOUD's appointed billing agent in writing within fourteen (14) days of the date of the invoice as provided in this Clause, ASIACLOUD or its appointed billing agent acting on ASIACLOUD's direction shall provide a written response to the Client within 30 days thereafter. In the event the disputed invoice is found to be accurate, the Client shall pay the amount due under the said invoice plus interest at the Prescribed Rate on the amount determined (either by agreement between the Client and ASIACLOUD or by any court of competent jurisdiction) to ASIACLOUD as well as reasonable compensation for ASIACLOUD's investigation, arbitration, litigation and collection expenses.
In the event the Client pays an invoice, and subsequently chooses to dispute any amount, item or matter stated therein, the Client must give ASIACLOUD and ASIACLOUD's appointed billing agent a written notice of such dispute not later than three (3) months from the date of such invoice and ASIACLOUD or its appointed billing agent acting on ASIACLOUD's direction will then conduct a complete and objective review of such disputed subject matter and will respond to the Client in writing within thirty (30) days thereafter. ASIACLOUD will credit the Client's Client Account (without interest) for any overpayment by the Client after ASIACLOUD has completed its investigations and is satisfied as to the error or inaccuracy of that amount, item or matter.
3. Termination and Suspension
All termination of services will require 30 days advance written notice. The Client may request in writing to ASIACLOUD for an early termination of the Service, and ASIACLOUD shall have the right to impose such early termination charges and/or other conditions as ASIACLOUD deems fit in its absolute discretion, PROVIDED ALWAYS that the Client shall be entitled to be informed of these charges and conditions prior to termination of the Service and the charges reflect and are proportionate with the balance or remaining period of the Service.
Subscription Fees paid in advance shall be refundable subject to the deductions allowed by law. However, the Client's continued use of the Service after the written request for early termination is deemed to be continued acceptance of these Terms and be bound by them.
ASIACLOUD may suspend or terminate the Client's Client Account and the Client's access to all or part of the Service with immediate effect if:
in the sole opinion of ASIACLOUD, the Client have breached any of these Terms herein;
the Client has at any time provided any false or incomplete information to ASIACLOUD;
in the sole discretion of ASIACLOUD, ASIACLOUD suspects that the Client's Client Account has been accessed in an unauthorised manner or that the security of the Client's Client Account has been compromised in any way;
in the opinion of ASIACLOUD or any regulatory authority, it is illegal or not in the public interest to continue providing the Service to the Client for any reason whatsoever;
the Client dies or is declared a bankrupt;
in the sole discretion of ASIACLOUD, to repair, maintain or improve the Service;
in the sole discretion of ASIACLOUD, ASIACLOUD decides to shut down or terminate all or part of www.asiacloud.com.sg; or
ASIACLOUD chooses to do so at its sole discretion where reasonable advance notice will be given to the Client.
ASIACLOUD also reserves the right to shut down or terminate all or part of the Service, in its sole discretion and for its own reasons provided that the Client shall be given reasonable advance notice.
In the event of termination of the Client Account and the Client's access to all or part of the Service for whatever reason, ASIACLOUD shall not be liable to the Client or any third party for any failure and any consequence arising from such failure to access, use or provide all or part of the Service.
ASIACLOUD will however, take all reasonable measures to avoid any service disruptions, including complying with any requirement specified by the Info-communications Development Authority of Singapore.
4. Warranties and Representations
The Client warrants and undertakes to ASIACLOUD that notwithstanding the use of any Service or account by a person under the age of 21 years old ("Minors"), all accounts shall be opened and managed by the parent and/or legal guardian of the Minor. The parent or legal guardian shall also, prior to use of the account, give an undertaking in writing to be bound by the Terms herein (including any limitations of liability contained herein, and to assume liability for misuse of the account or otherwise breaches of the Terms herein).
5. Representations by Asiacloud
The Terms herein are in addition to the respective and specific terms and conditions of the various Services offered by ASIACLOUD and the User Guidelines unless otherwise provided by the terms and conditions of the respective sales contract. Subject to the foregoing, no representations made by ASIACLOUD, its representatives or agents (whether orally or in writing), whether made prior to, during or subsequent to acceptance of the sales quotation, sales contract or agreements for the respective Services shall have any effect unless stated on the sales quotation, sales contract or such agreements, or otherwise accepted by the management of ASIACLOUD in writing.
6. Change of Terms and Conditions
The Client shall not be entitled to amend, add or omit any term and condition at any time unless ASIACLOUD has accepted such changes in writing.
7. Operating Procedures, Routine Maintenance
ASIACLOUD shall have the right to conduct routine maintenance, improvement works, repair works or other works that may cause interruptions to the Services provided. ASIACLOUD shall endeavor to give prior notice by posting the dates and times of such works on ASIACLOUD's Website, which shall be sufficient and actual notice to the Client.
ASIACLOUD shall also have the sole discretion and right to change, from time to time, its operating procedures, including but not limited to its access procedures, hours of operation, menu structures, commands, documentation, and services offered, without obtaining the Client's consent to such change.
8. Intellectual Property Rights
All technology, content and/or information provided to or otherwise available to the Client through this Agreement are the property of ASIACLOUD and/or its affiliates. Any rights or licenses granted by ASIACLOUD to the Client to use such technology, content and/or information shall terminate upon the expiry or termination of this Agreement (for whatsoever reason).
This Agreement does not confer any right to use any trademark(s) or product / service trade name(s) used, owned or registered by ASIACLOUD or its affiliates. Prior written approval must be obtained from the relevant parties prior to any use.
All information, trademarks, software and data in and on the Service are the intellectual property of ASIACLOUD and/or its licensors and the Client agrees that the Service may only be used for the Client's personal purpose. The Client is strictly prohibited from re-selling or re-providing the Service to any other person.
Without prejudice to the above, the Client may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, adapt, transfer, or sell any information, data, software, products or services obtained from the Service in such a way that prejudices the commercial exploitation or legitimate interests of ASIACLOUD to such information, data, software, products or services, including the use of any such information in connection with any business or commercial enterprise (including, without limitation, any securities, investment, accounting, banking, legal or media business or enterprise).
The Client CANNOT:
assume a false identity or the identity of some other Client or person when using the Service;
transmit messages that are libelous, harassing, vuAsiacloudr, irreligious or otherwise objectionable;
transmit materials that are the subject matter of any copyright or other intellectual property rights claimed by any third party;
transmit messages that amount to advertising, touting or sale of, or offer to sell, any product or service;
transmit or disseminate bulk advertising material, chain letters, spam, junk mail or any other type of unsolicited messages;
transmit or disseminate viruses, worms, Trojan horses or other harmful, disruptive or destructive files;
engage in auto-dialing, continuous or extensive call forwarding, fax broadcasting, fax blasting or anything inconsistent with consumer usage of the Service;
use the Service in any way which will deprive other Clients of their legitimate right to use the Service; and
use the Service for any unlawful or illegal activity.
The Client acquires no rights to any passwords, Service Numbers or other codes issued to the Client by ASIACLOUD and ASIACLOUD reserves the right to change the same at its sole discretion without being liable to the Client for any Loss suffered.
9. Security, Privacy and Data Protection
As information transmitted through the Internet in general is not confidential, ASIACLOUD cannot and does not guarantee the privacy or protection of any Client.
ASIACLOUD's treatment of the Client's personal information is stated in the ASIACLOUD Privacy Statement.
The Client undertakes that it will keep ASIACLOUD fully indemnified (on an indemnity basis) against all actions, claims, proceedings, costs and any direct, indirect or consequential damages and Loss (including any damages, Loss or compensation paid by ASIACLOUD on the advice of its legal advisers to compromise or settle any claim) and all legal costs or other expenses on an indemnity basis arising out of any misuse of the Service or otherwise a breach of the terms contained herein or any of the warranties or representations made by the Client.
11. Disclaimer and Limitation on Liability
ASIACLOUD cannot and does not endorse or review, and cannot be responsible for, the messages, views, opinions and recommendations of third parties, Clients, and organisations of deemed interest. ASIACLOUD does not advocate any commercial dealings in any third party products or investments. The inclusion in the Service of a link to other web site(s) or resources does not imply any form of endorsement by ASIACLOUD. Any Client seeking recourse shall do so against such party providing such advice, products or services. However, ASIACLOUD requires all Clients to comply with all relevant laws, as well as the rules set out herein, and upon receiving reasonable notification, will ensure that the law and the rules are observed and complied with.
Due to the inherent hazards of electronic distribution, the Client agrees and accepts that the Service may be unavailable from time to time due to required maintenance, telecommunications or electronic or other systems failures or interruptions (whether of ASIACLOUD or any third party) or other disruptions. ASIACLOUD and its Service providers shall not be liable to the Client for any Loss suffered by the Client as a result thereof. ASIACLOUD does not guarantee that the Service will be uninterrupted, secure, error-free, free from viruses or other harmful components.
ASIACLOUD recommends the procurement of suitable insurance to cover such occurrences, and the use of other suitable technology to protect against and limit any damage directly or indirectly caused by the use of the Services provided under this Agreement.
The Service is provided 'AS IS'. ASIACLOUD and its affiliates, officers and employees give no guarantee, representation or warranty, express or implied, in respect of any accuracy, quality, completeness, timeliness, merchantability, fitness for a particular purpose, non-infringement or title of any software, information or data, directions, instructions or notices, views, opinions and recommendations available on, received from, transmitted to, or provided pursuant to the Service.
Other than liability for death or personal injury resulting directly from use of the Service, any condition or warranty which may be implied or incorporated within these Terms by reason of statute or common law or otherwise (including warranties as to merchantability, suitability, satisfactory quality and fitness for purpose) is HEREBY EXPRESSLY EXCLUDED.
In no event will ASIACLOUD, its employees, subsidiaries, related corporations, associates and affiliates be liable to the Client or anyone else for any decision made or action taken by the Client in reliance on the Service or any Loss suffered by the Client or such person arising therefrom or otherwise as a result of the use of the Service.
To the maximum extent permitted by applicable law, in no event shall ASIACLOUD be liable for any special, incidental, indirect, or consequential damages or Loss whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Services, or otherwise under or in connection with any provision of these Terms, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of ASIACLOUD, or any supplier, and even if ASIACLOUD, or any supplier has been advised of such damages.
Subject to the above, in no event shall ASIACLOUD's aggregate liability to the Client for any claims under or pursuant to these Terms exceed the total Charges paid by the Client in the preceding twelve (12) months.
Subject to the above, any claim of any nature whatsoever by either party against the other party and any action against the other party must be commenced within two (2) years after the date on which the cause of action arises, following which the aggrieved party shall have no further claim whatsoever against the other party.
The Client shall indemnify ASIACLOUD, its employees, subsidiaries, related corporations, associates and affiliates against any and all Loss suffered by ASIACLOUD, its employees, subsidiaries, related corporations, associates and affiliates to any person as a result of any breach of these Terms.
Without prejudice to any of the other provisions of these Terms and to any other rights and remedies which ASIACLOUD may possess, the Client shall indemnify and hold ASIACLOUD, its employees, subsidiaries, related corporations, associates and affiliates harmless at all times against all actions, proceedings, loss and damages (whether in tort, contract or otherwise) which ASIACLOUD, its employees, subsidiaries, related corporations, associates and affiliates may sustain, incur, suffer or pay arising out of, in connection with or pursuant to these Terms whether authorised or not authorised or the Client's use of the Service or any of the Client's act or omission thereof.
Kindly refer to the enclosed appendix for other terms and conditions in respect of limitation on liability specific to the various service(s) and/or product(s) received from ASIACLOUD.
If any provision in these Terms is found or held to be invalid or unenforceable, then the meaning of such provision shall be construed to the fullest extent allowed by law so as to render the provision valid and enforceable, and if no such construction is possible, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms.
13. No Assignment
The Client may not assign or transfer any part of the Client's rights and obligations under these Terms without the prior written consent of ASIACLOUD. ASIACLOUD shall be permitted to delegate part or all of its responsibilities to its service providers and sub-contractors at any time and to vary, change or replace such sub-contractors without further reference to anyone.
14. Exclusion of Contracts (3rd Party) Act
Save as expressly stated herein, a person/body corporate who is not a party to the sales quotation, sales contract or agreements for the respective Services has no right under the Contracts (Rights of Third Parties) Act to enforce any of the Terms herein.
15. Force Majeure
ASIACLOUD shall not be liable for any failure to comply with its obligations under these Terms, where such failure is caused by an Act of God or by any riot, civil commotion, strike, lockout or other labour disturbance, or by any fire, war, acts of foreign enemies or perils of the sea, power outage, epidemics, network congestion, telecommunications failure or other perils beyond the control of ASIACLOUD. ASIACLOUD shall notify the Client in writing of the said failure within thirty (30) days of the commencement of the event relied upon by ASIACLOUD for its failure to comply with its obligations.
16. Entire Agreement
Subject to Clause 5 herein, unless otherwise provided, these Terms embody all the terms and conditions agreed upon between the parties as to the Service and supersedes and cancels all previous proposals, agreements, representations and undertakings, if any, between the parties with respect to the subject matter hereof, whether written or oral, notwithstanding the existence of any provision in any such prior agreement that any such rights or provisions shall survive its termination. The Client agrees that nonrepresentations, agreements, statements and understandings made by ASIACLOUD have been relied upon by the Client in agreeing to enter into these Terms.
17. Conclusive Evidence
Any certificate or statement by an officer of ASIACLOUD as to any sum payable or any other determination under these Terms shall be conclusive save for manifest error on the face for it.
18. Governing Law & Jurisdiction
This Agreement shall be governed by and be construed in accordance with the laws of Singapore and the parties hereto shall irrevocably submit to the non-exclusive jurisdiction of the courts of the Republic of Singapore.
19. Definitions and Interpretation
"Charges" means the charges for the Service set out in Clause 2.
"Loss" includes loss, damage, claim, costs, charges, damages and/or expenses of whatsoever nature (including any loss of profits, lost savings, loss of data, special, incidental, punitive or exemplary losses and consequential damages) and howsoever arising whether direct, indirect, joint, several, actual, contingent or otherwise (including legal fees on a full indemnity basis), and includes without limitation claims made by third parties and claims for defamation, infringement of intellectual property rights, death, bodily injury, wrongful use of computers and unauthorised or illegal access to computers (including but not limited to hacking), property damage or pecuniary losses howsoever arising.
"Service" means the telecommunication and technology services and facilities agreed to be provided by ASIACLOUD; and any other additional features as may be introduced at any time by ASIACLOUD agreed to and accepted by the Client under the respective sales quotation, sales contract or agreements.
"Service Number" means the number allocated to the Client for the Client's use of the Service.
"Clients" means the persons whose registration to use the Service has been accepted by ASIACLOUD, and "Client" shall mean any one of them.
"Client Account" means the facility provided to the Client upon registration for uniquely identifying the Client as a Client of the Service and for so accessing the Service.
"User Guidelines" means the ASIACLOUD's guidelines for recommended and acceptable use of the Service (if any) which are made available at which may be amended at any time.
Unless the context otherwise requires, references to the singular shall include references to the plural and vice versa, references to natural persons shall include bodies corporate, and the use of any gender shall include all genders.
In the event of any conflict between these Terms and the User Guidelines, these Terms shall prevail.