Agreement defines the terms and conditions between SingaporeWebhosting.SG
(*To Be Updated*) (“SingaporeWebhosting.SG”) and The
Party whose name and particulars are stated in “Attached Price
Terms” hereto (“the Customer”) for the provision
of co-location services and related products and services to the
1. PURPOSE OF AGREEMENT
SingaporeWebhosting.SG provides Internet connectivity services (the
“Bandwidth”), space in its business premises to store
and operate such Hardware (“Rack Space”) and together
comprising a server co-location package (together, the “Services”).
SingaporeWebhosting.SG desires to provide Services to the Customer,
and the Customer desires to receive and compensate SingaporeWebhosting.SG
for such Services.
The term of this agreement is for the Minimum Term of 12-month and
shall automatically renew yearly thereafter unless either party
notifies the other in writing at least one (1) Month prior to the
end of the current term, of their intention not to renew this Agreement.
3. SERVICE ORDERS
The provisions of Services shall be initiated by this Agreement
issued by the Customer describing the service plan and cost. Each
Agreement will contain the prices, initial terms of Services and
other information designated in the Service Order form. The Customer
shall use the then current version of the Agreement as designated
by SingaporeWebhosting.SG. No Agreement shall be effective until
accepted by SingaporeWebhosting.SG. The terms of this Agreement
shall control Services to the Customer.
Termination. All contract terms are based on
a 12-month unless otherwise stated in the Server Order. The Customer
may terminate any Agreement by giving SingaporeWebhosting.SG at
least thirty (30) days written notice prior to the end of the Contract
Term when the Customer desires Services to cease. If the Customer
decided to terminate the Server Order before the contract term,
all amounts due from the Customer remaining contract terms for the
account to which the Agreement relates must be paid in order for
the Customer to terminate an Agreement. SingaporeWebhosting.SG may
terminate any Agreement by giving at least thirty (30) days prior
written notice of the date of termination of Services.
ii. IP Addresses. SingaporeWebhosting.SG may
designate for the Customer use on a temporary basis the number of
Internet Protocol Addresses (“IP Addresses”) specified
on the Agreement from the address space assigned to SingaporeWebhosting.SG.
The Customer acknowledges that the IP Addresses are the sole property
of SingaporeWebhosting.SG, and are temporarily designated for the
Customer use as part of the Services, and are not transferable.
SingaporeWebhosting.SG reserves the right to change the IP Address
designations at any time. SingaporeWebhosting.SG shall use reasonable
efforts to minimize inconvenience to the Customer resulting from
such changes, and shall give the Customer reasonable notice of changes.
The Customer agrees that it will have no right to use IP Addresses
assigned to SingaporeWebhosting.SG upon termination of this Agreement,
and that any change in IP Addresses the Customer may need to make
after termination of this Agreement shall be the sole responsibility
of the Customer.
iii. Maintenance. From time to time, SingaporeWebhosting.SG
may conduct routine tests, maintenance, upgrade or repair on any
part of the System, and SingaporeWebhosting.SG shall give the Customer
prior notice thereof. The Customer acknowledges that there may be
instances where it is not practicable for SingaporeWebhosting.SG
to give advance notice of a disruption, for example, in the event
of an emergency, and SingaporeWebhosting.SG shall be entitled to
disrupt the Services to conduct restoration and remedial works without
iv. Control Rights. The Customer, and not SingaporeWebhosting.SG,
has the sole and exclusive control over the Data. The Customer acknowledges
and SingaporeWebhosting.SG agrees that in the provision of the Services
hereunder SingaporeWebhosting.SG is not provided, either directly
or indirectly, with or access to the Data that would allow SingaporeWebhosting.SG
to exercise any control over the Data. SingaporeWebhosting.SG accepts
no responsibility for the Data passing through the System.
4. SERVER EQUIPMENT AND ACCESS TO FACILITY
i. SingaporeWebhosting.SG shall provide the Space, lighting, air
conditioning and electrical power required for the accommodation
and operation of the Server Equipment.
ii. The Customer shall be responsible for the
re-configuration and testing of the Server Equipment upon the installation
of the Server Equipment into the Space.
iii. The Customer agrees to immediately remove
or render non-infringing, at the Customer's sole expense, any Server
Equipment alleged to infringe any patent, trademark, copyright,
or any other intellectual property rights.
iv. Overall responsibility for the Server Equipment
maintenance and repair shall remain with the Customer. The Customer
shall be responsible for contacting and coordinating with their
maintenance contractors and supervise their performing corrective
maintenance on the Server Equipment.
v. The Customer shall provide the Server Equipment
and the Customer shall appoint authorized personnel to deliver the
Server Equipment to the Facility and install the same anytime after
the Commencement Date.
5. SERVICE INTERRUPTIONS
SingaporeWebhosting.SG shall not be liable for failure or delay
in performing its obligations hereunder if such failure or delay
is due to circumstances beyond its reasonable control, including,
without limitation, acts of any governmental body, war, insurrection,
sabotage, embargo, fire, flood, strike or other labor disturbance,
interruption of or delay in transportation, unavailability of or
delay in telecommunications or third party services, failure of
third party software or inability to obtain raw materials, supplies,
or power used in or equipment needed for provision of the Services.
6. CUSTOMER CONTENT AND RESPONSIBILITIES
The Customer is solely responsible for the content of any postings,
data or transmissions using the Services (the “Content”),
or any other use of the Services by the Customer or by any person
entity the Customer permits to access the Services (a “User”).
The Customer represents and warrants that neither it nor any User
will use the services for unlawful purposes (including, without
limitation, infringement of copyright or trademark, misappropriation
of trade secrets, wire fraud, invasion of privacy, illegal pornography,
obscenity, defamation, and illegal use, transportation or sale of
tobacco, controlled substances and firearms), or to interfere with,
or disrupt, other network users, network services, or network equipment.
Disruptions include, without limitation, distribution of unsolicited
advertising or chain letters, repeated harassment of other network
users, wrongly impersonating another user, falsifying one’s
network identity for improper or illegal purposes, sending unsolicited
mass e-mailings, propagation of computer viruses, using the network
to make unauthorized entry to any other machine accessible location,
via the network, and distributing of tools designed for compromising
security (i.e. including, but not limited to, password guessing
programs, cracking tools or network probing tools). SingaporeWebhosting.SG
may suspend or terminate the Services immediately, without prior
notice to the Customer, if SingaporeWebhosting.SG believes, in good
faith, that the Customer or a User is utilizing the Services for
any such illegal or disruptive purpose. The Customer shall defend,
indemnify, and hold harmless SingaporeWebhosting.SG from and against
all liabilities, judgments, claims, damages, settlements, expenses
and costs (including reasonable attorneys’ fees and litigation
expenses) arising out of or relating to any and all claims by any
person relating to use of the Services, including, but not limited
to, use of the Services without consent of the Customer.
7. PRICING AND PAYMENT TERM
i. Payment Terms. The full amount of the Initial Fee as reflected
in the Agreement, which includes any set-up fees and charges for
the first payment term of Services, are due and payable to SingaporeWebhosting.SG
upon the acceptance of the Agreement. Thereafter, the Customer will
pay in advance charges for each payment term. The recurring billing
date shall be established by the date that the server release notification
is e-mailed or faxed to the Customer and shall recur based on the
Payment Term specified on the Agreement. Accounts that pay by cheque
(limited to Singapore dollars) will be sent an invoice at least
fifteen (15) days prior to the recurring billing date and payment
is due on or before the recurring billing date. SingaporeWebhosting.SG
will impose an S$25.00 charge for any cheque that is returned for
any reason by a financial institution. SingaporeWebhosting.SG reserves
the right to charge the Customer any sales, use, excise, and gross
receipts, or any other tax or fees now or imposed, directly or indirectly,
by any governmental authority or agency with respect to the Services.
ii. Pricing Disputes. The Customer must notify
SingaporeWebhosting.SG in writing of any disputed charges within
7 days of the date of the billing for such charges. If the Customer
does not notify SingaporeWebhosting.SG within that time period,
the Customer has waived any right to dispute such amounts, either
directly or indirectly or as a set-off, or defense in any action
or efforts to collect amounts due to SingaporeWebhosting.SG.
iii. Collection. All accounts more than 30 days
past due will be charged interest from the due date of the lesser
of (i) 2% per month on the past due amount; or (ii) the highest
legal rate of interest. SingaporeWebhosting.SG may also suspend,
interrupt, or terminate Services on any account that is past due
by more than thirty (30) calendar days, by disabling telnet/ftp
access and/or disabling the connection to the server. In the event
of disconnection, the Customer must pay SingaporeWebhosting.SG a
reconnection fee of S$50.00 as a condition of reactivation of the
Services, in addition to full payment of the balance due on the
account. Reactivation of services will only be performed during
SingaporeWebhosting.SG regular business hours (Monday through Friday,
9:00 a.m. – 6:00 p.m. Singapore Time). SingaporeWebhosting.SG
may send all accounts that have not been paid in full to a collection
agency. The Customer is responsible for paying all costs of collection,
including, but not limited to, reasonable attorney’s fee and,
where lawful, collection agency fees. All accounting issues should
be addressed to SingaporeWebhosting.SG at enquiry@ singaporewebhosting.sg
iv. Price Increases. SingaporeWebhosting.SG offers
a price-freeze guarantee to its the Customer. SingaporeWebhosting.SG
will not increase the cost of services for the Customer as indicated
on the Agreement as long as The Customer’s account is with
SingaporeWebhosting.SG and provided the Customer’s account
does not become delinquent.
8. MAINTENANCE AND SUPPORT
i. Ordering Maintenance and Support Services. SingaporeWebhosting.SG
shall provide the Customer with maintenance and support services
for the Hardware or Software, if such services are specified in
ii. Exclusions. Maintenance and support services
shall not include services for problems arising out of (a) tampering,
modification, alteration, or addition to the Hardware or Software,
which is undertaken by persons other than SingaporeWebhosting.SG
or its authorized representatives; or (b) programs or hardware supplied
by the Customer.
iii. The Customer’s Duties. The Customer
shall appoint at least 1 representative that will be from time to
time, allowed into Facility. Visitations are from subjected to 60
hours per month, Monday to Friday. Advanced notice must be given
for visitation on Saturday and Sunday. The Customer must register
with the duty officer in charge of any visitation.
iv. Passwords. Each SingaporeWebhosting.SG Customer
is responsible for the equipment security of his or her passwords.
Generally, secure passwords are between 6 and 8 characters long,
contain letters of mixed case and non-letter characters, and cannot
be found in whole or part, in normal or reverse order, in any dictionary
of words or names in any language. The Customer is responsible for
changing his or her password regularly.
9. TERM AND TERMINATION
i. Term. The term of this Agreement shall commence on the Effective
Date and continue until terminated in accordance with this Agreement.
The term of an Agreement shall be as indicated therein. The term
of an Agreement shall automatically renew unless either party provides
the other with written notice of termination at least thirty (60)
days prior to the renewal date as established by the Contract Term
reflected in the Agreement.
ii. Termination Upon Default. SingaporeWebhosting.SG
may immediately terminate this Agreement and any or all Agreement
s, within its sole discretion, if the Customer fails to pay (and
SingaporeWebhosting.SG has not actually received) any amounts due
within sixty (60) days after the due date. For other breaches of
this Agreement, either party may terminate this Agreement, and Agreement,
as applicable, if the breaching party fails to correct the default
within thirty (30) days after the written notice.
iii. Effect of Termination. Notwithstanding termination
of this Agreement and Agreement, SingaporeWebhosting.SG shall be
entitled to full contract payment of all amounts that may be due
to it from the Customer.
10. CONFIDENTIAL INFORMATION
Confidential Information shall mean all information identified by
a party (“Disclosing Party”) to the other party (“Receiving
Party), which, if in writing labeled as confidential, or if disclosed
orally, is reduced to writing within fifteen (15) days, and labeled
as confidential. Confidential Information shall remain the sole
property of the Disclosing Party. Except for the specific rights
granted by this Agreement, the Receiving Party shall not use any
Confidential Information of Disclosing Party for its own benefit
or for the benefit of others. Receiving Party shall not disclose
Confidential Information to any third party without written consent
of Disclosing Party (except to consultants who are bound by a written
agreement with Receiving Party to maintain confidentiality). Confidential
Information shall exclude information (i) available to the public
other than by a breach of this Agreement; (ii) rightfully received
from a third party not in breach of an obligation of confidentiality;
(iii) independently developed by Receiving Party without access
to Confidential Information; (iv) known to Receiving Party at the
time of disclosure; or (v) produced in compliance with a court order.
Receiving Party shall give reasonable notice to Disclosing Party
that Confidential Information is being sought by a third person,
so as to afford the opportunity to limit or prevent such disclosure.
Receiving Party agrees to cease using all Confidential Information,
and to promptly return such Confidential Information to Disclosing
Party upon request. Notwithstanding the foregoing, the Customer
consents to SingaporeWebhosting.SG disclosure of account information
to credit reporting agencies, credit bureaus, private credit reporting
associations, or to other providers of communications services.
11. LIMITATION OF LIABILITY
SingaporeWebhosting.SG liability (including, for purposed of this
paragraph only, and of its employees, agents, or representatives),
to the Customer (either directly or as a third party defendant in
any action or proceeding) for any claim arising out of or relating
to this Agreement or Agreement or the provision of any Services
under Agreement (including, without limitation, maintenance and
support) shall be limited to the amount of fees paid by the Customer
to SingaporeWebhosting.SG under this Agreement within one year preceding
the date the Customer contends its claim arose. In no event shall
SingaporeWebhosting.SG be liable for any loss of data, loss of profits,
cost of cover, or any other special, incidental, consequential,
indirect or punitive damages, however caused and regardless of theory
of liability. This limitation will apply even if SingaporeWebhosting.SG
has been advised of, or is aware of, the possibility of such damages.
12. DISCLAIMER OF WARRANTIES
SingaporeWebhosting.SG specifically disclaims all implies warranties,
including but not limited to, the implied warranties of merchantability
and fitness for a particular purpose. Except as otherwise provided
in this Agreement, any written materials by SingaporeWebhosting.SG,
or information on SingaporeWebhosting.SG company web site, shall
be for informational purposes only and, whether delivered or disseminated
before or after the date of this Agreement, shall not create any
express or implied warranties, guaranty of performance, or contractual
i. Independent Contractor. The relationship of SingaporeWebhosting.SG
and the Customer under this Agreement is that of independent contractors
and not partners, joint ventures, or co-owners as participants.
Neither party has authority to contract or bind the other.
ii. Notices. Any notice hereunder shall be in
writing and shall be given by registered or express mail, or reliable
courier addressed to the addresses in this Agreement, or by facsimile.
Notice shall be deemed to be given upon the earlier of actual receipt
or three (3) days after it has been sent, properly addressed and
with postage prepaid. Either party may change its address for notice
by means of notice to the other party given in accordance with this
iii. Assignment. The Customer may not assign
this Agreement, in whole or in part, either voluntarily or by operation
of law, and any attempt to do so shall be void and a default of
iv. Advertising. SingaporeWebhosting.SG may include
the Customer’s name and contact information in directories
of SingaporeWebhosting.SG service subscribers for the purpose of
promoting the use of the Services by the Customer s generally. SingaporeWebhosting.SG
will not use the Customer’s name or other identifying information
in any other advertising or promotional materials, without the prior
written consent of the Customer, which may not be unreasonably withheld.
v. Indemnification. The Customer shall defend,
indemnify, and hold harmless SingaporeWebhosting.SG from and against
all liabilities, judgments, claims, damages, settlements, expenses
and costs (including reasonable attorneys’ fees and litigation
expenses) arising out of or relating to any breach of this Agreement
or Agreement by the Customer. The Customer and SingaporeWebhosting.SG
will promptly notify each other upon receipt of any third party
claim or legal action arising out of or relating to this Agreement
vi. Entire Agreement and Waiver. This Agreement
and the Agreement constitute the entire agreement between SingaporeWebhosting.SG
and the Customer with respect to the subject matter hereof. All
prior agreements, representations, and statements with respect to
such subject matter are superseded. Any failure of either party
to exercise or enforce its rights under this Agreement or Agreement
shall not act as a waiver of subsequent breaches. Non-Solicitation.
During the term of this Agreement and for a period of one (1) year
thereafter, the Customer shall not solicit or hire the services
of any employee or subcontractor of SingaporeWebhosting.SG without
the prior written consent of SingaporeWebhosting.SG.
vii. Release of Information. SingaporeWebhosting.SG
reserves the right to release the contact information of the Customer
s involved in violations of system security to system administrators
at other sites, in order to assist them in resolving security incidents.
SingaporeWebhosting.SG will also fully cooperate with law enforcement
authorities in investigating suspected lawbreakers.