ConnectPlus's Terms and Conditions of International Leased Circuit (ILC) Services

Specific Terms and Conditions for SingTel ConnectPlus  International Leased Circuit (ILC) Service

1. Definition and Interpretation

1.1 In these Specific Terms and Conditions, the following words and expressions shall have the following meanings:

 "Charges" shall mean the charges payable by the Customer to SingTel in respect of the Service as prescribed by SingTel from time to time;

 “Distant End” shall mean a country other than Singapore where the distant end of   the circuit terminates;

“General Terms” means Singapore Telecommunications Limited’s General Terms and Conditions of Service;

 “Service” shall mean the provisioning, maintenance, proactive monitoring and management of end-to-end ILC from Singapore to Territories, and shall include all the value-added features or services that may be added thereto from time to time;
 
 “System” shall mean the computer systems, programming and communication facilities and any other equipment required by SingTel for the operation of the Service;

 “Term” shall mean the Initial Contract Term or any renewal or amendment thereof as the case may be;

 “Territories or Territory” refers to Australia, Hong Kong, Japan, India and Taiwan and such other countries or regions that may be included hereunder.

1.2 The words and expressions used in these Specific Terms and Conditions, which are defined in the General Terms but are not defined in these Specific Terms and Conditions shall have the same meanings as defined in the General Terms unless the context otherwise requires.

1.3 The headings or titles to the Clauses in these Specific Terms and Conditions are to facilitate reference and shall not be referred to or relied upon in the construction of any provision of these Specific Terms and Conditions.

2 Scope of the Agreement

Under this Agreement, SingTel shall provide or procure circuits or other equipment and facilities required to establish an end-to-end connectivity from the Customer premises in Singapore to the Customer premises at the Distant End as requested by the Customer in the Service Request-cum-Agreement (SRCA Form).  Where the regulations, legal environment or any carrier or other service provider of any Territory so requires, the Customer shall appoint SingTel as its agent to order, purchase, hire or lease any services, equipment or facilities at the Distant End.

3 Commencement and Duration of Service

3.1 The Service shall commence on the Date of Service Required, as stated in the SRCA Form, or in the event that SingTel is unable to provide the Service on the Date of Service Required, the date specified by SingTel in writing, as the case may be [hereinafter referred to as "Commencement Date of Service"].

3.2 The minimum period of subscription shall be the Term of the Agreement selected by the Customer (as stated in the SRCA Form) calculated to commence on the Commencement Date of Service and ending on the expiry of the Term of the Agreement selected by the Customer as aforesaid (Initial Contract Term). Thereafter, the Agreement shall, unless terminated in accordance with the terms hereof, or unless the Customer notifies SingTel one (1) calendar month prior to the expiry of the Initial Contract Term or any renewal thereof that the Customer does not wish to renew the Agreement, continue in force for a Term corresponding with the Initial Contract Term unless one (1) calendar month prior to the expiry of the Initial Contract Term or any renewal thereof, the Customer notifies SingTel in writing of any change in respect of the Term of the Agreement.

3.3 During the Initial Contract Period selected by the Customer in the SRCA Form, the Customer must subscribe to at least one ILC for the full Term of the Initial Contract Period.  In addition thereto, the Customer may subscribe for additional ILCs on the terms and conditions herein contained except that the duration for such additional ILCs should be that, as the Customer may deem appropriate.

4 Agency

4.1 The Customer hereby appoints SingTel as its duly authorised agent (“Agent”) and gives SingTel full power and authority to order, purchase, hire, and/or lease any local or international private wire or data lines or any services or facilities on the Customer’s behalf from any carrier or telecommunications service provider at the Distant End, if so required by any such carrier or telecommunication service provider or any laws or regulations applicable at the Distant End.
 
4.2 The Customer confirms that the Customer will and does hereby adopt, ratify and be liable for all that SingTel does or would do pursuant to the agency hereby granted to SingTel (Agency).

4.3 The Customer hereby agrees that it shall execute all such documents, Deeds or instruments that may be required to be executed by any carrier or telecommunication service provider at the Distant End to effect or perfect the Agency hereby created.
4.4 The Customer hereby agrees that the Agency created pursuant to this Clause shall remain in force until revoked by the Customer with a written notice given to and acknowledged in writing by SingTel.  Revocation of the Agency shall be subject to any rights of SingTel under this Agreement, in law or equity for the recovery of any damages, costs, expense or indemnity from the Customer by SingTel and arising both before and after the effective date of revocation.

4.5  The Customer hereby warrants that there are no legal or other impediments to the creation and the existence of the Agency hereby created and agrees to indemnify and keep indemnified in full SingTel against any damages, costs or expenses which SingTel may suffer or incur by reason of a breach of this warranty.

5 Termination

5.1 Subject to clause 6.4, 6.5 or 6.6, as the case may be, in the event of a termination by either party during the Initial Contract Term or during any renewal thereof, the terminating party shall give the other party a written notice of at least thirty (30) days.
 
5.2 In the event that either party (Defaulting Party) commits a material breach of this Agreement, the other party (Terminating Party) may terminate the Agreement by a notice in writing if the Defaulting Party does not rectify the breach which is capable of rectification (other than the Customer’s obligation to pay the Charges which shall not be subject to such rectification procedure) within thirty (30) days of the notice from the Terminating Party identifying the breach.

5.3 If at any time during the Term, the Customer wishes to reduce the contractual period and/or reduce the speed(s) of the ILC already agreed to, the Customer shall give SingTel a written notice of at least thirty (30) days. In the foregoing event, this Agreement shall be deemed to be terminated on the effective date of the notice and the Customer shall be liable for the liability specified under clause 6.4 and 6.6 hereof.

5.4 If at any time during the Term, the Customer by a written notice to SingTel request for an increase of speed(s) of the ILC subscribed by the Customer under this Agreement, the change requested by the Customer shall be effected only if SingTel agrees to the said change in writing. Any change as aforesaid, shall be subject to any change in the applicable Charges thereafter, which Charges shall be in accordance with SingTel’s prevailing rates at the relevant time.

5.5 The Customer may, with the written consent of SingTel, purchase additional features or services ancillary to those provided under this Agreement and upon provision of those services or features to the Customer the terms and conditions of this Agreement shall also be deemed to apply to additional services or features provided as aforesaid.

6. Consequences of Termination
 
6.1 Subject to clause 6.6 hereof, in the event that the Agreement is terminated by SingTel by reason of a breach of any terms and conditions of this Agreement by the Customer, the Customer shall in addition to the Customer’s liability under clause 6.6 hereof be liable to pay SingTel the Charges which would have been payable by the Customer for the remainder of the unexpired Term of this Agreement had the Agreement not been terminated as aforesaid.
 
6.2 In the event that this Agreement is terminated by the Customer by reason of a breach of any terms and conditions of this Agreement by SingTel, SingTel’s liability to the Customer shall be as specified in clause 7 hereof.

6.3 In the event that this Agreement is terminated by the Customer giving a notice other than in accordance with clauses 5.1 or 5.3, as the case may be, the Customer shall in addition to the Customer’s liability under clause 6.6 be liable to pay SingTel all Charges due for the remainder of the unexpired Term of the Agreement without prejudice to any other rights which SingTel may have under this Agreement, at law or in equity.

6.4 In the event that this Agreement is terminated by the Customer pursuant to clauses 5.1 or 5.3, the Customer shall in addition to the Customer’s liability under clause 6.6 pay SingTel 20% of all Charges that would have been payable to SingTel by the Customer for the remainder of the unexpired Term of this Agreement had this Agreement not been terminated as aforesaid.

6.5 Subject to clause 6.6, in the event that this Agreement is terminated by SingTel in accordance with clause 5.1, the Customer’s liability to SingTel shall be to pay SingTel the rental and any other Charges due up to and including the effective date of termination.

6.6 In the event of a termination of this Agreement, in addition to the Customer’s liability specified in clause 6.1, 6.3, 6.4 and 6.5, the Customer shall be liable to pay SingTel any amounts that SingTel will have to pay to any provider of any telecommunication service or a carrier at the Distant End arising out of or in connection with such termination.  The foregoing remedies shall be in addition to and not exclusive of any other rights or remedies, which SingTel may have under this Agreement, at law or in equity.

7. Liabilities of SingTel

7.1 In the event that there is a failure, disruption or degradation of Service owing to a fault not attributable to SingTel, SingTel shall use its reasonable endeavor to restore Service as soon as reasonably practicable.  In the event that SingTel is unable to restore Service within seven (7) calendar days, the Customer may terminate this Agreement and such termination shall be its sole remedy against SingTel. In the foregoing event, the Customer’s liability to SingTel for such termination shall be to pay the rental and any other Charges due up to and including the effective date of termination.

7.2 In the event that there is a failure, disruption or degradation of Service owing to a fault, which is attributable to SingTel, the Customer may terminate the Agreement. In such an event, SingTel’s entire liability to the Customer, irrespective of the cause of action, shall be as specified in Clause 11 (c) of General Terms and the Customer’s liability to SingTel shall be to pay all Charges and rental due up to and including the effective date of termination.

7.3 In the event that this Agreement is terminated by SingTel pursuant to clause 5.1 hereof, SingTel's liability, if any, to the Customer shall in no event exceed a sum equivalent to 20% of all Charges that would have been payable by the Customer to SingTel for the remainder of the unexpired Term of this Agreement had the Agreement not been terminated as aforesaid.  In such an event, SingTel shall have no other liability whatsoever to the Customer or any other party whomsoever.

7.4 In the event that any services at the Distant End are terminated, suspended, disrupted or otherwise affected for any reason whatsoever including a relocation of the local leased circuits at the Distant End, SingTel shall not be liable to the Customer for the  resulting termination, disruption or failure of Service and the Customer shall continue to be liable for all Charges payable by the Customer under this Agreement notwithstanding the termination, disruption or failure of Service.

8. Customer’s Responsibility
 
8.1 The Customer shall obtain SingTel’s prior written approval before interconnecting the Service to any private or public network whatsoever.

8.2 The Customer shall obtain SingTel's prior written approval before making any changes to the Customer's network configuration during the Term of this Agreement.

8.3 The Customer shall ensure that all Customer-provided equipment on its premises that connects to the System will perform according to published technical specifications for such equipment and SingTel’s interface specifications and otherwise complies with SingTel’s specifications for the Service.

8.4 The Customer shall indemnify SingTel against any losses, damages, costs and/or expenses suffered or incurred by SingTel arising out of any changes relating to the Customer’s network configuration affecting SingTel’s network directly or indirectly.

9.  System Management

SingTel reserves the right to manage and control the access to the System and data stored in the System in a manner deemed appropriate by SingTel.

10.  Service Level Guarantee (SLG)

Sing Tel shall provide the SLG for the Service to Customer in accordance with the  Terms and Conditions of ConnectPlus ILC SLG contained in Appendix A hereto which Terms and Conditions shall be deemed to be incorporated into and shall form a part of this Agreement by reference. In the event of a conflict between the Terms and Conditions contained in Appendix A hereto and these Specific Terms and Conditions contained herein, the Terms and Conditions contained in Appendix A shall prevail.

11. General

The Customer shall be bound by and shall fully observe and comply with all the General Terms and Conditions as well as such other terms and conditions as may be agreed or accepted by the Customer. The rights and protections conferred on SingTel under these Terms and Conditions shall be additional to the rights and protections conferred on SingTel under the General Terms and Conditions and any other terms and conditions agreed or accepted by the Customer.

Terms and Conditions for ConnectPlus  International Leased Circuit (ILC) Service Level Guarantee (SLG) (end to end only)

1 Scope

The ConnectPlus ILC Service Level Guarantee is provided by SingTel to Customers as hereinafter defined at no additional cost and covers the leased circuit connection from the network termination unit or interface located at Customer premises in Singapore up to network termination unit or interface located at Customer's premises in the Territory as hereinafter defined. The aforesaid guarantee covers only the Service Provisioning and Service Performance.

2 Definition of Terms Used

2.1 “ Circuit ”refers to the end-to-end ConnectPlus ILC from Singapore to Territories and the associated Singapore domestic leased circuit provided to support the ILC. The Singapore domestic circuit also include SingTel’s Network Termination Unit ( NTU ) or network interface point, as the case may be.

2.2 “ Customer ” for the purposes of ConnectPlus SLG shall mean subscriber of the ConnectPlus ILC service.

2.3 “ Customer Service Information System (CSI) ” is a computerised ordering and billing system used by SingTel to track and manage Customer’s orders.

2.4 “ Distant End ” shall mean a country other than Singapore where the distant end of the Circuit terminates.

2.5 “ Fault Reporting Management System (FRMS) ” is a computerised fault management system used by SingTel to track and manage the fault reporting process. It tracks the activities that arise from a fault reported by Customer till the fault is rectified

2.6 “ Installation Charge ” is the installation fee for the Circuit(s) paid by Customer to SingTel pursuant to the ConnectPlus ILC Agreement signed between both parties.

2.7 “ Month ” means a calendar month.

2.8 “ Outage ”  is the period commencing from :

a)  where the Customer reports the fault,

the time when a fault is reported by the Customer through the telephone to SingTel Network Management Centre and acknowledged as a fault by SingTel and ending with the time when the SingTel Network Management Centre returns or attempts to return the Circuit(s) to the Customer, as the case may be; or

b)  where SingTel Network Management Centre detects the fault first,

the time when the SingTel Network Management Centre recognizes the fault condition, if this precedes the Customer notification, and ending with the time when the SingTel Network Management Centre returns or attempts to return the Circuit(s) to the Customer, as the case may be.

2.9 “ Ready for Service (RFS) Date ” is the date agreed between SingTel and the Customer when the Circuit(s) will be first handed over by SingTel to the Customer for acceptance.

2.10 “ Recurring Monthly Charge ” is the recurring monthly fee for the Circuit(s) paid by Customer to SingTel pursuant to the ConnectPlus ILC Agreement signed between both parties.

2.11 “ Service ” shall mean the provisioning, maintenance, proactive monitoring and management of end-to-end ConnectPlus ILC Circuit from Singapore to Territories, and shall include the associated Singapore domestic leased circuit service required to support the ILC.

2.12 “ Service Level ” means the level of service for the Service as agreed between SingTel and Customer and as more specifically described in Annex I.

2.13 “ Service Performance ” refers to the level of service availability for the Circuit(s).

2.14 “ Service Provisioning ” refers to the process commencing the order with a date mutually agreed between both parties and ending when the Circuit(s) is implemented, tested and accepted by Customer.

2.15 “ Territory ” refers to Hong Kong and/or Japan, as the case may be.

2.16 “ Working Day ” refers to Monday to Friday 8:30 am- 6pm excluding Public Holidays, Saturdays and Sundays.

3 Service Level Guarantee

3.1 In consideration of the Customer fulfilling each and every obligation and covenant on its part to be performed and otherwise complying with the terms and conditions of the Agreements for ConnectPlus ILC Agreement and DigiNet Service Agreement, SingTel guarantees that the Service(s) in respect of each of the Circuit(s) subscribed shall meet the Service Level(s) described in Annex I. The SLG provided hereunder may be withdrawn by SingTel anytime without assigning any reasons therefor and without being liable to the Customer in damages or otherwise, except that any compensation accrued and due to the Customer under this Agreement as at the date of such withdrawal, will be paid by SingTel to the Customer.

3.2 In the event that SingTel fails to meet the said Service Level(s) described in Annex I, then subject to the terms and conditions herein contained, SingTel shall compensate the Customer in accordance with Annex I.

4 Monitoring and Payment Process

4.1 SingTel shall use the Fault Reporting Management System ( FRMS ) to manage fault reported or detected to meet the Service Level specified in this Agreement. For single Circuit(s) failure, the counter starts only when Customer reports the fault to SingTel. At the end of each Month, SingTel shall determine the numbers of minutes for that Month that the Circuit(s) failed to meet the agreed Service Level.  This information shall be used by SingTel to determine the amount of compensation, if any, due to the Customer in accordance with the Annex I (hereinafter referred to as Compensation).

4.2 Subject to Clause 4.4, the Compensation shall be paid by SingTel to the Customer only in the form of a rebate of the Charges due for the relevant Circuit(s) and will be paid 2 months following the month in which the Compensation became due to the Customer by reason of the failure of SingTel to meet the Service Level in respect of each of the Circuit(s).

4.3 In the event that the Customer disputes SingTel’s record on the Service Level of the relevant Circuit(s) and / or as to the amount of the Compensation due to the Customer, the Customer shall not be entitled to the Compensation specified in Clause 4.2, until and unless the dispute has been resolved.

4.4 SingTel Customer Service Information System ( CSI ) shall be used by SingTel to determine whether SingTel has met the Service Provisioning in respect of the Ready for Service Date (RFS).

4.5 Customer must send the claim to SingTel , in writing, within

a. the first 14 days of the following month for rebates relating to Service Performance
level, and  

 b. 14 days from the date of service completion for rebates relating to Service
Provisioning level.

4.6 The guarantee provided by SingTel under this Agreement and the Compensation granted hereunder are personal to the Customer, and are non-transferable. The guarantee and the Compensation hereunder are subject to all the existing Circuit(s) service schemes, the Telecommunication Authority of Singapore Act and any rules or regulations made thereunder. Notwithstanding anything to the contrary herein contained or implied, if the Customer qualifies to make any claim hereunder, SingTel shall honour its obligations in respect thereof but in the event of a dispute as to whether the Customer qualifies to make a claim or as to the quantum of the claim payable to the Customer, SingTel's decision on the matter or issues shall prevail.

4.7 Notwithstanding anything to the contrary herein contained the Customer shall not be entitled to make any claim under this SLG Scheme in the following circumstances:

a) Disconnection and/or reconnection of the Circuit(s) due to non-payment of any charges payable to SingTel or where the Circuit(s) is disconnected by reason of it being used for any illegal or unlawful purpose.

b) Provision of the Circuit(s) under promotional packages or trials with or without any fees or charges.

c) Fault due to the Customer-owned-and-maintained equipment and / or cabling network.

d) Provision and restoration of the Circuit(s) where overhead poles erection is involved, or where any site co-ordination meeting is involved, or where any offshore islands are involved, or where SingTel needs to obtain or maintain any licence, wayleave, permission or easement necessary to the provision or maintenance of the Circuit(s).

e) SingTel's staff and / or its agent have problems to access or work in the Customer's premises due to the premises being inaccessible, in unsafe working condition or in any other inadequate or deficient state.

f) Provision of the Circuit(s) upon the Customer's requested appointment time on the RFS date or on a date different from RFS date as agreed or, later the RFS date is changed by the Customer.

g) Delay in provision or restoration of the Circuit(s) caused by factors including but not limited to removal of or damage caused to SingTel's Distribution Point, cables or poles by whomsoever and for whatsoever reasons.

h) Provision of the Circuit(s) in the areas where there is no existing or sufficient SingTel's cable or equipment capacity in the vicinity.

i) Causes beyond SingTel's control including but not limited to catastrophic incidents, riots, vandalism, lightning, power failure, fire, flood, earthquake, emergency, curfew, industrial disputes, acts of omission of any person for whom SingTel is not responsible or any causes whether similar or otherwise outside SingTel's control.

j) Provision of the Circuit(s) for temporary usage.

5 Miscellaneous

5.1 Except for the Compensation as provided in this SLG scheme for failing to keep its guarantees, SingTel shall not be liable to the Customer or any person claiming through the Customer for any direct, indirect, consequential or incidental damages or losses or expenses whatsoever, such as, but not limited to, loss of profits or business and irrespective of whether the claim arises in contract, tort (including negligence of SingTel, its servant or agents), or any other legal theory.

5.2 The Customer who makes a claim for compensation under this SLG scheme shall not be entitled to make any claim for the same outage under SLG schemes applicable to SingTel Bilateral ILC and /or DigiNet Services. For the avoidance of doubt, if the Customer makes a claim under SLG schemes for DigiNet and/or  SingTel Bilateral ILC service, the Customer shall not be entitled to claim any compensation under this SLG scheme.

This space is intentionally left blank.
 
Annex I

Service Provisioning

Service Performance
 

Annex II

Service Definition

The Service Availability indicated in Annex I shall be determined in the following manner :

Service Availability is calculated on a calendar month basis as follows:

                   ( A-B )   X 100%  
           ----------------------------
                       A

Where  :  A  =  Total Available Time for the Month
  
             B =  Total Unavailable Time for the Same Month

Unavailable Time is the sum of all minutes which fail to meet the Performance Objectives stated in Annex III, calculated from the time when the Customer reports a fault condition and release the circuit to SingTel for testing action in accordance with the test procedures outlined in Annex III, to the time at which SingTel returns or attempts to return the circuit to Customer. If during testing action, SingTel confirms that the Circuit performance is consistent with the Performance Objectives, this period shall not be considered as  Unavailable Time.

For the purpose of calculating Total Unavailable Time in this Service Level Guarantee, the followings shall be disregarded :

a)  Periods where Faults are due to customer equipment

b)  Planned outages for which reasonable notice is given to the Customer and the Customer agrees to release the Circuit(s)

c)  Periods where Circuit(s) have been restored via satellite during a cable outage

d)  Faults reported by Customer but no fault is found or confirmed by SingTel

e)  Periods where SingTel cannot gain access to the Circuit(s) for the purpose of fault rectification for any reason whatsoever

f)  Periods where Customer’s staff are inaccessible to confirm service operation after clearance of fault

g)  Periods taken by Customer to confirm the Circuit(s)’ condition after fault clearance by SingTel.

h)  Periods where interruptions are caused by events beyond SingTel’s reasonable control- Incidents of disaster and Force Majeure.

i)  Periods where the fault is due to the failure in the Distant End domestic links of the Circuit(s) to the Customer’s premise equipment at the Distant End.

Annex III

Performance Objectives

The performance objectives against which Customer may assess the performance of the Circuits are as follows :-

Bit Error Rate ( BER )
The ratio of the number of errored bits counted over the test interval to the number of data bits examined in the test interval.

% Error Free Seconds ( EFS )
The number of seconds, expressed as a percentage of the duration of the test excluding Unavailable Time, that no error occurs.

Severely Errored Seconds ( SES )
The number of seconds that the BER is worse than 1x10E-3.

Test Procedures

In the event of any fault(s) reported by the Customer, SingTel shall, for the purpose of maintenance, test the Circuit(s) concerned in accordance with the following test procedures :

a)  Testing of the Circuit(s)  shall be conducted, for the segment in which the fault had been detected, in blocks of fifteen ( 15 ) minutes to meet the Performance Objectives stated in Annex III.
b)  Upon verification that the segment meets the stated Performance Objectives, the Customer will be notified for hand-over and acceptance of the Circuits(s).

c)  In the event that SingTel meets the stated Performance Objectives, but the Customer wishes to continue / prolong the tests beyond the period specified above, such additional period of testing shall not be considered as Unavailable Time for the purpose of calculating the Unavailable Time.

d)  Notwithstanding the test procedures for maintenance mentioned above, the Customer may, at their discretion, choose to take over the Circuit earlier in consideration of minimizing the out-of-service time.

Terms and Conditions for ConnectPlus  International Leased Circuit (ILC) Service Level Guarantee (SLG) (node to node only)

1 Scope

The ConnectPlus ILC Service Level Guarantee is provided by SingTel to Customers as hereinafter defined at no additional cost and covers the leased circuit connection from the network termination unit or interface located at Customer premises in Singapore up to where the circuit terminates at the Distant End In-country Node. The aforesaid guarantee covers only the Service Provisioning and Service Performance.

2 Definition of Terms Used

2.1 “ Circuit ”refers to the end-to-end ConnectPlus ILC from Singapore to Territories and the associated Singapore domestic leased circuit provided to support the ILC. The Singapore domestic circuit also include SingTel’s Network Termination Unit ( NTU ) or network interface point, as the case may be.

2.2 “ Customer ” for the purposes of ConnectPlus SLG shall mean subscriber of the ConnectPlus ILC service.

2.3 “ Customer Service Information System (CSI) ” is a computerised ordering and billing system used by SingTel to track and manage Customer’s orders.

2.4 “ Distant End ” shall mean a country other than Singapore where the distant end of the Circuit terminates.

2.5 " Distant End In-country Node " refers to a multiplexer installed by SingTel at the Distant End for the purpose of providing end-to-end network management.

2.6 “ Fault Reporting Management System (FRMS) ” is a computerised fault management system used by SingTel to track and manage the fault reporting process. It tracks the activities that arise from a fault reported by Customer till the fault is rectified

2.7 “ Installation Charge ” is the installation fee for the Circuit(s) paid by Customer to SingTel pursuant to the ConnectPlus ILC Agreement signed between both parties.

2.8 “ Month ” means a calendar month.

2.9 “ Outage ”  is the period commencing from :

a)  where the Customer reports the fault,

the time when a fault is reported by the Customer through the telephone to SingTel Network Management Centre and acknowledged as a fault by SingTel and ending with the time when the SingTel Network Management Centre returns or attempts to return the Circuit(s) to the Customer, as the case may be; or

b)  where SingTel Network Management Centre detects the fault first,

the time when the SingTel Network Management Centre recognizes the fault condition, if this precedes the Customer notification, and ending with the time when the SingTel Network Management Centre returns or attempts to return the Circuit(s) to the Customer, as the case may be.

2.10 “ Ready for Service (RFS) Date ” is the date agreed between SingTel and the Customer when the Circuit(s) will be first handed over by SingTel to the Customer for acceptance.

2.11 “ Recurring Monthly Charge ” is the recurring monthly fee for the Circuit(s) paid by Customer to SingTel pursuant to the ConnectPlus ILC Agreement signed between both parties.

2.12 “ Service ” shall mean the provisioning, maintenance, proactive monitoring and management of end-to-end ConnectPlus ILC Circuit from Singapore to Territories, and shall include the associated Singapore domestic leased circuit service required to support the ILC.

2.13 “ Service Level ” means the level of service for the Service as agreed between SingTel and Customer and as more specifically described in Annex I.

2.14 “ Service Performance ” refers to the level of service availability for the Circuit(s).

2.15 “ Service Provisioning ” refers to the process commencing the order with a date mutually agreed between both parties and ending when the Circuit(s) is implemented, tested and accepted by Customer.

2.16 “ Territory ” refers to Australia, United Kingdom, Taiwan and/or India, as the case may be.

2.17 “ Working Day ” refers to Monday to Friday 8:30 am- 6pm excluding Public Holidays, Saturdays and Sundays.

3 Service Level Guarantee

3.1 In consideration of the Customer fulfilling each and every obligation and covenant on its part to be performed and otherwise complying with the terms and conditions of the Agreements for ConnectPlus ILC Agreement and DigiNet Service Agreement, SingTel guarantees that the Service(s) in respect of each of the Circuit(s) subscribed shall meet the Service Level(s) described in Annex I. The SLG provided hereunder may be withdrawn by SingTel anytime without assigning any reasons therefor and without being liable to the Customer in damages or otherwise, except that any compensation accrued and due to the Customer under this Agreement as at the date of such withdrawal, will be paid by SingTel to the Customer.

3.2 In the event that SingTel fails to meet the said Service Level(s) described in Annex I, then subject to the terms and conditions herein contained, SingTel shall compensate the Customer in accordance with Annex I.

4 Monitoring and Payment Process

4.1 SingTel shall use the Fault Reporting Management System ( FRMS ) to manage fault reported or detected to meet the Service Level specified in this Agreement. For single Circuit(s) failure, the counter starts only when Customer reports the fault to SingTel. At the end of each Month, SingTel shall determine the numbers of minutes for that Month that the Circuit(s) failed to meet the agreed Service Level.  This information shall be used by SingTel to determine the amount of compensation, if any, due to the Customer in accordance with the Annex I (hereinafter referred to as Compensation).

4.2 Subject to Clause 4.4, the Compensation shall be paid by SingTel to the Customer only in the form of a rebate of the Charges due for the relevant Circuit(s) and will be paid 2 months following the month in which the Compensation became due to the Customer by reason of the failure of SingTel to meet the Service Level in respect of each of the Circuit(s).

4.3 In the event that the Customer disputes SingTel’s record on the Service Level of the relevant Circuit(s) and / or as to the amount of the Compensation due to the Customer, the Customer shall not be entitled to the Compensation specified in Clause 4.2, until and unless the dispute has been resolved.

4.4 SingTel Customer Service Information System ( CSI ) shall be used by SingTel to determine whether SingTel has met the Service Provisioning in respect of the Ready for Service Date (RFS).

4.5 Customer must send the claim to SingTel , in writing, within

a. the first 14 days of the following month for rebates relating to Service Performance
level, and  

b. 14 days from the date of service completion for rebates relating to Service
Provisioning level.

4.6 The guarantee provided by SingTel under this Agreement and the Compensation granted hereunder are personal to the Customer, and are non-transferable. The guarantee and the Compensation hereunder are subject to all the existing Circuit(s) service schemes, the Telecommunication Authority of Singapore Act and any rules or regulations made thereunder. Notwithstanding anything to the contrary herein contained or implied, if the Customer qualifies to make any claim hereunder, SingTel shall honour its obligations in respect thereof but in the event of a dispute as to whether the Customer qualifies to make a claim or as to the quantum of the claim payable to the Customer, SingTel's decision on the matter or issues shall prevail.

4.7 Notwithstanding anything to the contrary herein contained the Customer shall not be entitled to make any claim under this SLG Scheme in the following circumstances:

a) Disconnection and/or reconnection of the Circuit(s) due to non-payment of any charges payable to SingTel or where the Circuit(s) is disconnected by reason of it being used for any illegal or unlawful purpose.

 b) Provision of the Circuit(s) under promotional packages or trials with or without any fees or charges.

c) Fault due to the Customer-owned-and-maintained equipment and / or cabling network.

d) Provision and restoration of the Circuit(s) where overhead poles erection is involved, or where any site co-ordination meeting is involved, or where any offshore islands are involved, or where SingTel needs to obtain or maintain any licence, wayleave, permission or easement necessary to the provision or maintenance of the Circuit(s).

e) SingTel's staff and / or its agent have problems to access or work in the Customer's premises due to the premises being inaccessible, in unsafe working condition or in any other inadequate or deficient state.

f) Provision of the Circuit(s) upon the Customer's requested appointment time on the RFS date or on a date different from RFS date as agreed or, later the RFS date is changed by the Customer.

g) Delay in provision or restoration of the Circuit(s) caused by factors including but not limited to removal of or damage caused to SingTel's Distribution Point, cables or poles by whomsoever and for whatsoever reasons.

h) Provision of the Circuit(s) in the areas where there is no existing or sufficient SingTel's cable or equipment capacity in the vicinity.

i) Causes beyond SingTel's control including but not limited to catastrophic incidents, riots, vandalism, lightning, power failure, fire, flood, earthquake, emergency, curfew, industrial disputes, acts of omission of any person for whom SingTel is not responsible or any causes whether similar or otherwise outside SingTel's control.

j) Provision of the Circuit(s) for temporary usage.

5 Miscellaneous

5.1 Except for the Compensation as provided in this SLG scheme for failing to keep its guarantees, SingTel shall not be liable to the Customer or any person claiming through the Customer for any direct, indirect, consequential or incidental damages or losses or expenses whatsoever, such as, but not limited to, loss of profits or business and irrespective of whether the claim arises in contract, tort (including negligence of SingTel, its servant or agents), or any other legal theory.

5.2 The Customer who makes a claim for compensation under this SLG scheme shall not be entittled to make any claim for the same outage under SLG schemes applicable to SingTel Bilateral ILC and /or DigiNet Services. For the avoidance of doubt, if the Customer makes a claim under SLG schemes for DigiNet and/or  SingTel Bilateral ILC service, the Customer shall not be entitled to claim any compensation under this SLG scheme.

This space is intentionally left blank.

Annex I

Service Provisioning

Service Performance
 

Annex II

Service Definition

The Service Availability indicated in Annex I shall be determined in the following manner :

Service Availability is calculated on a calendar month basis as follows:

                   ( A-B )   X 100%  
           -----------------------------
                       A

Where  :  A  =  Total Available Time for the Month
  
             B =  Total Unavailable Time for the Same Month

Unavailable Time is the sum of all minutes which fail to meet the Performance Objectives stated in Annex III, calculated from the time when the Customer reports a fault condition and release the circuit to SingTel for testing action in accordance with the test procedures outlined in Annex III, to the time at which SingTel returns or attempts to return the circuit to Customer. If during testing action, SingTel confirms that the Circuit performance is consistent with the Performance Objectives, this period shall not be considered as  Unavailable Time.

For the purpose of calculating Total Unavailable Time in this Service Level Guarantee, the followings shall be disregarded :

a)  Periods where Faults are due to customer equipment

b)  Planned outages for which reasonable notice is given to the Customer and the Customer agrees to release the Circuit(s)

c)  Periods where Circuit(s) have been restored via satellite during a cable outage

d)  Faults reported by Customer but no fault is found or confirmed by SingTel

e)  Periods where SingTel cannot gain access to the Circuit(s) for the purpose of fault rectification for any reason whatsoever

f)  Periods where Customer’s staff are inaccessible to confirm service operation after clearance of fault

g)  Periods taken by Customer to confirm the Circuit(s)’ condition after fault clearance by SingTel.

h)  Periods where interruptions are caused by events beyond SingTel’s reasonable control- Incidents of disaster and Force Majeure.

i)  Periods where the fault is due to the failure in the Distant End domestic links of the Circuit(s) to the Customer’s premise equipment at the Distant End.

Annex III

Performance Objectives

The performance objectives against which Customer may assess the performance of the Circuits are as follows :-

Bit Error Rate ( BER )
The ratio of the number of errored bits counted over the test interval to the number of data bits examined in the test interval.

% Error Free Seconds ( EFS )
The number of seconds, expressed as a percentage of the duration of the test excluding Unavailable Time, that no error occurs.

Severely Errored Seconds ( SES )
The number of seconds that the BER is worse than 1x10E-3.

Test Procedures

In the event of any fault(s) reported by the Customer, SingTel shall, for the purpose of maintenance, test the Circuit(s) concerned in accordance with the following test procedures :

a)  Testing of the Circuit(s)  shall be conducted, for the segment in which the fault had been detected, in blocks of fifteen ( 15 ) minutes to meet the Performance Objectives stated in Annex III.

b)  Upon verification that the segment meets the stated Performance Objectives, the Customer will be notified for hand-over and acceptance of the Circuits(s).

c)  In the event that SingTel meets the stated Performance Objectives, but the Customer wishes to continue / prolong the tests beyond the period specified above, such additional period of testing shall not be considered as Unavailable Time for the purpose of calculating the Unavailable Time.

d)  Notwithstanding the test procedures for maintenance mentioned above, the Customer may, at their discretion, choose to take over the Circuit earlier in consideration of minimizing the out-of-service time.

SingTel's General Terms and Conditions of Service

1. Definition and Interpretation

1.1 In these General Terms and Conditions of Service, the following words and expressions shall have the following meanings:

"Account" means any account of a Customer with the Service Provider with respect to the provision of any Service;

"Act" means The Telecommunications Act 1999, including all amendments and revisions thereto from time to time in force;

"Bill" means any bill, invoice or statement issued or rendered by the Service Provider of any charge, fee or other sum stated therein as due or payable to the Service Provider and/or of the sum or sums or balance due or payable to or from the Service Provider in respect of any Service or on any Account;

"Customer" means any person who applies or subscribes for or utilises any Service;

"Customer Agreement" means an agreement between the Service Provider and the Customer relating to any Service or SingTel Equipment, including the General Terms and the Specific Terms, if any, relating thereto;

"Customer Group" in relation to any Customer which is a corporation, means the corporations comprising the Customer and its related corporations;

"Customer Group Corporation" means any corporation within the Customer Group;

"Customer Request" means any request, order or instruction of the Customer to the Service Provider (whether with respect to any Service or otherwise);

"Fees and Charges" means fees, charges and/or rental in connection with provision of any Service;

"General Terms" means these General Terms and Conditions;

"IDA" means the Info-communications Development Authority of Singapore;

"Law" means the laws of the Republic of Singapore, including the Act and all rules and regulations made thereunder and the rules, regulations, codes of practice, guidelines and directions of the IDA made under or pursuant to any law in force in the Republic of Singapore;

"Payment Terms" means terms and conditions by or subject to which the Fees and Charges become due and payable, as determined by the Service Provider from time to time;

"person" includes any association, partnership, firm or corporation;

"Prescribed Rate" means the interest rate determined and set by the Service Provider as the prescribed rate, which rate may be revised from time to time by the Service Provider;

"related corporation" has the same meaning as defined in the Companies Act, Singapore Statutes.

"Service" means any telecommunications or other service (including the supply, rental or installation of any equipment and any service comprised in any Customer Request) offered or provided by any SingTel Group Corporation from time to time;

"Service Number" means any number or alphanumeric symbols or characters assigned by any SingTel Group Corporation or selected by the Customer for the purpose of:

(a) the provision to or utilisation by the Customer of any Service and/or SingTel Equipment; and/or

(b) identifying the Customer (whether to any telecommunications system or facility operated by any SingTel Group Corporation and/or to any other system or facility operated by any other person) for the purpose of or in relation to any Service,

including telephone number, mailbox number, e-mail number or address, network user identity, password and circuit reference number;

"Service Provider" in relation to any Service or SingTel Equipment means the SingTel Group Corporation which contracts or agrees with the Customer to provide or make available that Service or SingTel Equipment;

“Singapore Phone Book” means the directory published by SingTel Yellow Pages Pte Ltd (whether in physical or electronic form) which lists the telephone numbers of all subscribers of telephone services in Singapore;

“SingTel” means Singapore Telecommunications Limited and its successors;

"SingTel Equipment" means any equipment or thing owned, operated, installed and/or hired out by any SingTel Group Corporation (including, where the context so admits, any software installed therein or used by any SingTel Group Corporation in conjunction with the operation of such equipment or thing);

"SingTel Group" means the corporations comprising SingTel and all its related corporations;

"SingTel Group Corporation" means any corporation within the SingTel Group;

"SingTel Intellectual Property" means all patent, copyright, trademark and other intellectual property subsisting in any Service or any telecommunications system operated by any SingTel Group Corporation or any SingTel Equipment;

"SingTel Software" means any computer programme, software or other materials installed or provided by or on behalf of any SingTel Group Corporation for the purpose of using any SingTel Equipment or any Service and including any computer programme or software installed in any SingTel Equipment and/or in any telecommunications system or equipment maintained or operated by any SingTel Group Corporation;

"Specific Terms" means the terms and conditions prescribed or imposed by a Service Provider with respect to the provision of any particular Service, including the specific terms and conditions agreed between the Customer and the Service Provider in connection with any application or subscription by that Customer for that Service;

"Taxes" means all taxes (including goods and services taxes), duties, levies, and other similar charges (and any related interest and penalties) however designated, imposed under any Law or the law of any jurisdiction outside Singapore with respect to the provision of any Services or on any Fees and Charges or payment due or payable to any SingTel Group Corporation from the Customer;

"telecommunications" has the same meaning as defined in the Act;

"telecommunications equipment" means any equipment used for the purpose of telecommunications or which facilitates telecommunications or the provision of any telecommunications service;

"Unlisted Service Number" means a Service Number which the Service Provider has agreed with the Customer not to list or disclose (in the Singapore Phone Book or in any other directory, publication or otherwise).

1.2 The headings or titles to the Clauses in the General Terms are to facilitate reference and shall not be referred to or relied upon in the construction of any provision of the General Terms.

1.3 Where the context so admits, the singular shall include the plural and words in the masculine gender shall include the feminine gender and/or neuter gender and vice-versa.

1.4 Any reference in the General Terms to any condition shall be construed as a reference to the condition in the General Terms unless otherwise expressly stated.

2. Application of General Terms

The General Terms shall apply to each and all the Services (whenever applied for or provided to the Customer) in addition to any Specific Terms except to the extent, if any, expressly excluded in the Specific Terms Provided Nevertheless:>

(a) that in the event of any conflict or inconsistency between any provision of the Specific Terms and any provision of the General Terms, such conflict or inconsistency shall, in the absence of any express agreement to the contrary, be resolved in a manner most favourable to the Service Provider and to the exercise of the Service Provider's rights and options with respect to any matter or issue to which the inconsistency or conflict relates;

(b) that only to the extent that such conflict or inconsistency cannot be so resolved, the provision of the Specific Terms shall prevail over the provision of the General Terms; and

(c) that all rights conferred on the Service Provider under the General Terms with respect to any matter or event shall be additional to the rights conferred on the Service Provider under the Specific Terms or any other agreement with the Customer with respect to that matter or event.

3 Fees and Charges, Deposit, Payment Terms, Interest and Taxes

3.1 The Service Provider may determine and impose Fees and Charges, the Payment Terms and the Prescribed Rate and may vary or revise any or all of them from time to time and such variation or revision shall take effect as from the date determined by the Service Provider.

3.2 The Customer shall promptly pay the Service Provider all the Fees and Charges and any other sums due or payable to the Service Provider with respect to any of the Services (including each and all sums and the total amount stated in any Bill to be due or payable to the Service Provider on any Account):

(a) in accordance with the Payment Terms and without any set off, counterclaim, deduction or withholding whatsoever; and

(b) in any case, immediately upon the demand of the Service Provider Provided that the Service Provider may, at its discretion, make demands at any time, for any reason and in any circumstances including, but not limited to, the following:

(i) where the Service is terminated either by the Service Provider or the Customer, or where the Service has, in the sole opinion of the Service Provider, been abandoned by the Customer; or

(ii) where the usage of the Service by the Customer as indicated by the charges incurred is significantly greater than the Customer’s average user thereof.

3.3 The Customer shall, whenever requested by the Service Provider, deposit with the Service Provider such sums or such further or additional sums as may be requested by the Service Provider from time to time in respect of any Service or SingTel Equipment. The Customer shall not require the Service Provider to apply any sum deposited with the Service Provider in payment of any Fees or Charges. A deposit does not relieve the Customer from his obligations to pay amounts to the Service Provider as they become due and payable, nor does it constitute a waiver of the Service Provider’s right to suspend, disconnect, or terminate the Service due to non-payment of any sums due or payable. The Service Provider:

(a) shall be entitled to retain all sums deposited by the Customer with the Service Provider for so long as any Service (notwithstanding that it has been suspended) or any SingTel Equipment continues to be provided or made available or retained by the Customer;

(b) may, at any time, utilise any or all the sums deposited with the Service Provider to settle any amount due, payable or owed to the Service Provider by the Customer; and

(c) may, at its election and without any request or authorisation from the Customer, pay any or all such sums to any other SingTel Group Corporation for the account of the Customer to settle any sum due, payable or owed by the Customer to that other SingTel Group Corporation.

3.4 The Service Provider shall be entitled to charge the Customer interest on any amount due or payable to the Service Provider from the Customer at the Prescribed Rate calculated and compounded in such manner as may be determined by the Service Provider from time to time (without notice to the Customer) and to debit any Account with respect to such interest.

3.5 The Service Provider may, at its discretion, at any time without the consent of and any notice to the Customer transfer any debit or credit balance on any Account to any other Account (or to such account between the Customer and any other SingTel Group Corporation) and for such purpose to make such debit or credit entries as may be appropriate to each such Account.

3.6 The Customer shall bear and pay all Taxes. If the Customer is required under the Law or the law of any jurisdiction outside Singapore to deduct or withhold any sum as Taxes imposed on or in respect of any amount due or payable to the Service Provider, the Customer shall make such deduction or withholding as required and the amount payable to the Service Provider shall be increased by any such amount necessary to ensure that the Service Provider receives a net amount equal to the amount which the Service Provider would have received in the absence of any such deduction or withholding.

4 Bills

4.1 The Customer shall check and verify the accuracy of each Bill and shall, within fourteen days after the receipt of any Bill, notify the Service Provider in writing of any error, inaccuracy or discrepancy with respect to any amount, item, entry or matter stated therein and each Bill may be relied upon by the Service Provider as constituting conclusive evidence as against the Customer of the truth and accuracy of each of the amounts, items, entries and matters stated therein (save for such amount, item, entry or matter which the Customer asserts in any notice given by the Customer to the Service Provider within the period prescribed herein to be inaccurate or in error). The Customer shall promptly provide the Service Provider with all information and assistance reasonably requested by the Service Provider to investigate and verify any such assertion of the Customer.

4.2 Notwithstanding that the Customer may have disputed the truth or accuracy of any amount, item, entry or matter stated in any Bill (whether within or after the period prescribed in Clause 4.1), the Customer shall pay the Service Provider the total amount shown or stated as due or payable to the Service Provider on that Bill within the period prescribed therein or, in the absence of any such period, within thirty days after the date of that Bill. Any overpayment by the Customer with respect to any such amount, item, entry or matter stated in the Bill shall be credited by the Service Provider (without interest) to the relevant Account after the Service Provider has completed its investigations and is satisfied as to the error or inaccuracy of that amount, item, entry or matter.

4.3 The Service Provider shall be entitled to debit any Account for any sum which the Customer (or any person using any Service subscribed by or provided to the Customer) had through the use of such Service agreed to donate or contribute to any charity, association, institution or person or is obliged to pay to any other person and which the Service Provider or any SingTel Group Corporation is authorised by such person to collect on its behalf, and to pay the sum so debited to such charity, association, institution or person, as the case may be.

5. Customer Request

5.1 The Service Provider shall not be obliged to provide, carry out or implement any Customer Request in the absence of any express agreement or confirmation by the Service Provider to do so and the Service Provider's acknowledgement of the Service Provider's receipt of any Customer Request shall not constitute an agreement or confirmation by the Service Provider to provide, carry out or implement the same.

5.2 Any Customer Request which the Service Provider has agreed or confirmed it would provide, carry out or implement shall be provided, carried out and implemented by the Service Provider subject to the General Terms and Specific Terms relating thereto and such other terms as the Service Provider may stipulate, if any, and within such time or period as the Service Provider may determine having regard to the circumstances and the resources available, notwithstanding any time or period that may have been stipulated therefor by the Customer.

5.3 The Service Provider may, at its discretion, impose and charge fees and charges at such rate or in such amount and calculated in such manner as the Service Provider may determine in respect of any cancellation or revocation of any Customer Request and any Customer Request which is expressed or intended to supersede any earlier Customer Request shall constitute a cancellation of the earlier Customer Request.

5.4 If the Customer requests any deferment of the implementation of any Customer Request which the Service Provider had agreed or confirmed that it would provide, carry out or implement, the Service Provider may, at its discretion, impose a charge for such deferment at such rate or in such amount and calculated in such manner as the Service Provider may determine at that time.

5.5 The Customer shall be deemed to have requested for any Service or installation of any equipment in the absence of any Customer Request therefor in the event that the Service Provider provides such Service to the Customer and/or installs such equipment at any premises occupied or controlled by the Customer and the Customer fails to notify the Service Provider in writing within three days after the date of the commencement of such Service or the date of installation of such equipment, as the case may be, that he does not require such Service or such equipment.

6. Access to Premises and Charges for Attendance and Inspection

6.1 The Customer shall, whenever required by the Service Provider procure that the Service Provider's authorised personnel be permitted to enter any premises occupied or controlled by the Customer or any Customer Group Corporation at such time as may be specified by the Service Provider and to remain on such premises for such period as may be required:

(a) to carry out any inspection, repair or testing of any SingTel Equipment and other equipment relevant to the provision of any Service and any inspection; /P>

(b) to check and verify the manner in which any Service is being utilised by the Customer or any Customer Group Corporation and the compliance by the Customer with the General Terms, Specific Terms and the Law in the use of any Service or any SingTel Equipment;

(c) to install, collect, remove, maintain or replace any SingTel Equipment; and/or

(d) for any other purpose whatsoever.

6.2 If any personnel or contractor of the Service Provider is required to visit any premises (other than the premises occupied by the Service Provider) to inspect, test, repair, install, remove or replace any equipment or software used by the Customer in connection with any Service, the Service Provider shall be entitled to charge the Customer for each visit and/or for the work carried out by its personnel or contractor at any such premises for the purpose at such rate or in such amount and calculated in such manner as the Service Provider may determine at the time unless such visit is made to repair or replace any SingTel Equipment in discharge of any obligation by the Service Provider under any warranty given by the Service Provider to the Customer with respect to that SingTel Equipment.

6.3 In the event that:

(a) the Customer cancels any appointment made with the Service Provider for the Service Provider's personnel or contractor to visit any premises to install, inspect, maintain or repair any equipment or thing; or

(b) the Service Provider's personnel or contractor is unable at the date and time specified in any such appointment to gain access to the premises or to carry out such installation, inspection, maintenance or repair for any reason not attributable to the Service Provider or its personnel or contractor,

the Service Provider may, at its discretion, charge the Customer such fee for the cancellation or the visit of the Service Provider's personnel or contractor to the premises on that date at such rate as may be determined by the Service Provider.

7. Service, Equipment and Software

7.1 The Customer shall be responsible and liable for obtaining and maintaining in the Customer's name and at the Customer's expense all licences, permits, consents, waivers, authorisations and intellectual property or other rights required for the provision of any Service or the installation or the use of any equipment (including SingTel Equipment) in conjunction therewith for the entire duration during which the Service is provided or made available to the Customer.

7.2 The Customer shall:

(a) ensure that any and all equipment connected to or used in conjunction with any Service is approved for use by the IDA and is connected or used in accordance with the Law and shall obtain the prior written approval of the Service Provider before connecting (or permitting any person to connect) any equipment to any telecommunications system operated by the Service Provider (or any SingTel Group Corporation), or any SingTel Equipment, except where the Service Provider has dispensed with the requirement for such approval;

(b) promptly comply with all notices, instructions or directions given by the Service Provider or the IDA in respect of the installation, use or operation of the Service, SingTel Software and all relevant equipment;

(c) at his own expense, carry out such additions, improvements, adjustments, modifications, alterations or replacements to any equipment (other than SingTel Equipment) and software which is connected to any telecommunications system operated by the Service Provider or any other SingTel Group Corporation or, to any SingTel Equipment, as and when required by the Service Provider for the purpose of maintaining the quality or increasing the efficiency of any Service or of efficiently handling the volume or increased volume of telecommunications traffic or for any other purpose whatsoever;

(d) install, use and keep all SingTel Equipment in good working condition (fair wear and tear excepted) in accordance with the specifications, guidelines and recommendations of the manufacturer or distributor thereof and of the Service Provider, and shall disconnect or cease to use any such equipment at the request of the Service Provider;

(e) retain all SingTel Equipment at all times in the custody and control of the Customer at the premises occupied by the Customer or at such other premises as the Service Provider may have approved in writing for the purpose;

(f) provide at his own expense, when so required by the Service Provider, all facilities and resources whatsoever necessary for the proper installation, operation and maintenance of the Service and all SingTel Equipment, including, but not limited to, power points, electricity, conduits, pipes and appropriate access, licence, way-leave, or easement rights; and

(g) ensure that all equipment (other than SingTel Equipment) and all SingTel Software used or installed by or for the Customer in conjunction with any Service is compatible and may properly function and operate with all other equipment and SingTel Software used or installed for the purpose.

7.3 The Customer shall not:

(a) use or permit the use of any Service or install, connect, link or use (or permit the installation, connection, linking or use) of any telecommunications equipment in contravention of any Law or in any manner which would or is likely to cause any irritation, annoyance, embarrassment, harassment, disturbance or nuisance of any kind whatsoever to any person or which would disrupt the provision or operation of any telecommunications service by the Service Provider or other licensees of IDA;

(b) carry out or permit to be carried out any additions, improvements, adjustments, modifications, alterations or replacements to any SingTel Equipment or SingTel Software without the prior written consent of the Service Provider;

(c) without the prior written consent of the Service Provider, use, or permit any Service to be used, in any way to directly or indirectly carry or transmit (or facilitate the carriage or transmission) of any message, data or information which does not belong to or originate from the Customer or any Customer Group Corporation, for the purpose of telecommunications or facilitating telecommunications between persons which are not Customer Group Corporations, for the purpose of (or in conjunction with) the marketing, sale or provision of any telecommunications service or facility to any person or for the purpose of re-selling any Service; 

(d) allow or permit any person to utilise the Service or any SingTel Equipment or SingTel Software or retain possession of any SingTel Equipment or SingTel Software without the prior written approval of the Service Provider; or

(e) use or permit any Service or any telecommunications equipment to be used in any manner or for any activity whatsoever which generates or is likely to generate telecommunications traffic or usage which causes or is likely to cause congestion in or disruption to the provision or operation of any telecommunications service by the Service Provider or other licensees of IDA, without the prior written consent of the Service Provider.

7.4 Where the Fees and Charges imposed by the Service Provider on the Customer for the Service are based on any particular use (or use for any particular purpose), the Customer shall not utilise or permit the Service to be utilised for any other use or purpose without first notifying and obtaining the consent of the Service Provider thereto and the Service Provider may impose different Fees and Charges for such other use or purpose. In the event that the Customer fails to notify and obtain the Service Provider's consent to any change in the purpose for which the Service is used, the Service Provider shall be entitled to retroactively impose the appropriate Fees and Charges for such use after discovering the change and/or terminate the Service.

7.5 Any permission or consent by the Service Provider with respect to the use of any Service, SingTel Equipment or SingTel Software by any Customer Group Corporation or any other person shall not in any way relieve the Customer from any obligations under any Customer Agreement and shall not constitute or create any contractual relationship between the Service Provider and such Customer Group Corporation or impose any obligation on the Service Provider to such Customer Group Corporation and the Customer shall at all times assume responsibility and liability to the Service Provider for the conduct or default of any Customer Group Corporation as if such conduct or default constituted the conduct of the Customer.

7.6 The Service Provider may at any time change or upgrade any telecommunications equipment, system or network maintained or operated by the Service Provider or any SingTel Equipment or SingTel Software and in such event, the Customer shall change, upgrade, acquire and/or install all such equipment or software that may be necessary, at his expense, in order to continue to enjoy or utilise any Service.

7.7 The Customer shall permit the Service Provider to upgrade or replace any SingTel Equipment or SingTel Software at any time and shall, at the request of the Service Provider, promptly return any SingTel Equipment or SingTel Software in exchange for any replacement or upgrade.

7.8 Notwithstanding any provision in these General Terms to the contrary, the Service Provider assumes no responsibility or obligation to upgrade or replace any SingTel Equipment or SingTel Software (whether or not consequent to any change or upgrade of any system or network maintained or operated by the Service Provider) to ensure the continuity of any Service.

7.9 The Customer shall conduct his own investigations and enquiries to verify the accuracy of any information (including any number) provided by the Service Provider (whether or not as part of any call tracing service) relating to the source from which any call, signal or transmission (whether to any equipment of the Customer or any person) originates and shall not rely solely on such information to lodge any complaint or take any action against any person.

7.10 Where the Service Provider extends any Service relating to Unlisted Service Numbers, such Service shall only comprise the non-publication of the Unlisted Service Number in the Singapore Phone Book and the non-disclosure of the Unlisted Service Number in any telephone number enquiry service provided by the Service Provider and does not exclude the Unlisted Service Number from being displayed on or recorded in any equipment to or through which any call or transmission is made originating from the telecommunications line to which Unlisted Service Number relates.

7.11 The Service Provider does not represent, warrant, guarantee or assume any responsibility for the quality of any Service or of the signals or data transmitted as part of any Service (including but not limited to telephone and facsimile transmissions) and shall not be liable for any loss or damage which may be caused by the loss or mutilation of any signals or data at any stage of the transmission, whether in progress or completed.
 
8. Suspension and Termination

8.1 The Service Provider may suspend (indefinitely or for such period as the Service Provider may consider appropriate) or terminate any Service at any time by giving not less than thirty days' written notice thereof to the Customer and without assigning any reason therefor Provided that nothing herein shall prejudice or affect any right of the Service Provider to suspend or terminate any Service conferred by the Specific Terms.

8.2 The Customer may terminate the Service by giving the Service Provider written notice thereof before such period preceding such termination as may be prescribed by the Service Provider for this purpose.

8.3 The Service Provider may suspend (indefinitely or for such period as the Service Provider may consider appropriate) or terminate (including terminate after suspending) any or all Services at any time after the occurrence of any of the following events without giving any prior written notice thereof to the Customer:

(a) any failure, interruption, disruption or congestion of or in any telecommunications network, system or services (whether of the Service Provider or any other person) howsoever occurring;

(b) if, in the opinion of the Service Provider:

(i) the Customer, Customer Group Corporation or any other person has used, attempted to use or is likely to use any Service or SingTel Equipment subscribed by the Customer (whether with or without the authorisation and/or permission of the Customer) in contravention of any Law or any Customer Agreement; or

(ii) the Customer has breached any agreement with the Service Provider or any SingTel Group Corporation;

(c) the Customer fails to pay the Service Provider or any SingTel Group Corporation any sum (whether in respect of any one or more Services or otherwise) for which the Customer has been invoiced or billed or requested to make any payment in respect thereof;

(d) any information provided or representation made by the Customer to the Service Provider or any SingTel Group Corporation is untrue, false, misleading or inaccurate;

(e) any gift or consideration of any kind was offered or given to any officer, employee, agent or contractor of the Service Provider or any SingTel Group Corporation as an inducement or reward in connection with the provision of any Service or SingTel Equipment;

(f) any resolution is passed by the shareholders of the Customer or any proceeding is commenced before any court of competent jurisdiction for the bankruptcy, judicial management, winding-up, liquidation of the Customer or the appointment of any receiver over any of the assets of the Customer or the Customer suspends payment of his debts or makes any proposal or offer of arrangement or composition to all or any class of his creditors with respect to his debts; or

(g) any action is taken by any creditor of the Customer to recover, realise or enforce any security over any assets of the Customer or to enforce any judgment against the Customer.

8.4 The suspension or termination of any Service shall not affect the rights of the Service Provider or the obligations of the Customer under any Customer Agreement or any indemnity given by the Customer to the Service Provider thereunder.

8.5 In the event that any Service is terminated:

(a) all sums due or accruing due or payable to the Service Provider with respect to that Service and/or the use of any SingTel Equipment up to the date of termination and all sums due or payable to the Service Provider on any and all Accounts shall upon termination become immediately due and payable to the Service Provider;

(b) the Customer shall immediately return to the Service Provider all SingTel Equipment used in relation to that Service in good working condition, fair wear and tear only excepted; and/or

(c) the Service Provider shall be entitled to charge the Customer the cost incurred by the Service Provider in repossessing or acquiring a replacement of any SingTel Equipment which the Customer has failed to return to the Service Provider and/or of aquiring a replacement of any SingTel Equipment which is returned to the Service Provider in a damaged or defective condition.

8.6 Where any Service has been suspended (whether or not at the Customer's request), the Customer shall continue to pay those Fees and Charges in respect of that Service for the period during which the Service has been suspended and, in the event the Service is reconnected or reinstated, in respect of all reconnection or reinstatement charges of the Service Provider.

8.7 Where any Service in respect of which the Customer is under an obligation to subscribe or use for any stipulated or minimum period is terminated (whether by the Service Provider or the Customer) before the expiry of that period, the Customer shall:

(a) pay the amount prescribed by the Service Provider for termination or cancellation of the Service before the end of that period; and

(b) in the absence of any such amount being prescribed, the Customer shall notwithstanding the termination of the Service pay those Fees and Charges in respect of that Service which are calculated or imposed with reference to any time frame or interval for the remainder of that period and the aggregate of all such Fees and Charges shall become immediately due and payable on termination, in the absence of any Specific Terms to the contrary.

8.8 The Service Provider may, at its absolute discretion and subject to any Customer Agreement relating thereto and any other terms which the Service Provider may impose, reinstate any Service which has been suspended or terminated subject always to the terms of the Customer Agreement thereto.

8.9 Where any Service is suspended or terminated, all other Services (whether provided by the Service Provider or any other SingTel Group Corporation) which can only be provided through the Service would also be suspended or terminated, as the case may be, in the absence of any Specific Terms Provided Nevertheless that any other Service provided by the Service Provider or any SingTel Group Corporation to the Customer shall continue to be available and accessible through any telecommunications service (whether or not of the Service Provider or any SingTel Group Corporation) by which such Service may be accessed or utilised.

8.10 Where the Customer provides the Service Provider with any telecommunications service number assigned to the Customer by any telecommunications service provider (other than the Service Provider) for the purpose of enabling the Customer to utilise or enjoy any Service (whether or not it has been previously suspended or terminated), the Customer shall be deemed to have requested for the provision or reinstatement of the Service, as the case may be, subject to the Customer Agreement relating thereto and shall pay the Service Provider the Fees and Charges relating thereto in the event that the Service Provider decides to provide or reinstate the Service, as the case may be.

9. Service Number and Intellectual Property and other Rights

9.1 The Customer shall not acquire any right or interest in:

(a) any Service Number notwithstanding the duration for which such Service Number may have been assigned or used by the Customer or any payment which may have been made by the Customer for it; or

(b) any and all SingTel Intellectual Property and all of such property shall remain at all times with the Service Provider, any other SingTel Group Corporation or its licensor, as the case may be.

9.2 The Service Provider may at any time terminate the availability of any Service Number or change, re-assign or replace any Service Number without giving any reason therefor.

9.3 If the Customer wishes to use the same Service Number in connection with any service to be provided by any person other than the Service Provider, the Customer shall make the appropriate arrangement with such person for that purpose before the Customer terminates the Service in relation to which the Service Number has been assigned to the Customer. The Service Provider shall not be required to consent or permit any Service Number to be used in connection with any service to be provided by any person other than the Service Provider otherwise than in accordance with and subject to the terms and conditions of any agreement between the Service Provider and such person.

9.4 The Customer shall not:

(a) use any SingTel Intellectual Property or permit any person to use any SingTel Intellectual Property; or

(b) use or copy or permit any person to use, copy, recompile, reverse engineer or disseminate any SingTel Software,

except in such manner as may be prescribed or permitted in writing by the Service Provider or any other SingTel Group Corporation and subject to such terms and conditions as the Service Provider or such other SingTel Group Corporation may impose and in any case only for the purpose of enabling the Customer to utilise the Service.

10. Customer's Indemnity and Liability

10.1. The Customer shall fully indemnify and hold harmless the Service Provider at all times against all actions, claims, proceedings, costs (including legal costs incurred by the Service Provider in defending any such actions, claims or proceedings), liability, losses and damages whatsoever which may be brought or commenced against the Service Provider by any person and/or which the Service Provider may sustain, incur or suffer, as the case may be, arising out of or in connection with or by reason of:

(a) the use or operation by the Customer or any person in any way (whether with or without the authorisation and/or permission of the Customer) of any Service subscribed by or provided to the Customer, SingTel Equipment or SingTel Software;

(b) any damage to any equipment operated or used, or any disruption or interference with the provision or operation of any telecommunications service, by any SingTel Group Corporation arising from the installation and/or use of any equipment by the Customer or any other person (whether with or without the authorisation and/or permission of the Customer);

(c) any picture, material or statements howsoever published or circulated by the Customer or any person in the course of the use of any Service subscribed by or provided to the Customer, SingTel Equipment or SingTel Software by the Customer or any such person;

(d) any loss of or damage to or any modification or alteration of any SingTel Equipment or SingTel Software, howsoever caused or occurring at any time after the same shall have been delivered or provided by the Service Provider to the Customer or any person designated by the Customer and before the same is returned to the Service Provider; and/or

(e) the enforcement by the Service Provider of any rights against the Customer under any Customer Agreement and/or any proceedings commenced by the Service Provider for such purpose.

10.2. Where any Service subscribed by the Customer is used (whether by any Customer Group Corporation or any other person) in any way for the purpose of or in conjunction with the marketing, sale or provision of any telecommunications service or facility to any person or for the purpose of re-selling any Service in breach of any of the provisions of any Customer Agreement or the Law:

(a) the Service Provider shall be deemed to have been deprived of all the business and revenue generated from the sale or provision of any such telecommunications service or facility by or in conjunction with the use of the Service and the re-sale of the Service, if any, by the Customer or Customer Group Corporation or any such other person as a consequence;

(b) the Service Provider shall in addition to all its other rights and remedies arising therefrom be entitled to recover from the Customer an amount representing the total amount of all such business and revenue;

(c) the Customer shall at the request of the Service Provider provide the Service Provider with all information and documents relating to all such sales, business and revenue and procure that the Service Provider and the consultants and advisers engaged by the Service Provider be given access to and be allowed to inspect all the books and records of each and all the Customer Group Corporations to determine the value or amount of such business and revenue; and

(d) the Service Provider may, if it so decides, elect to apply its rates and charges for the Service or facilities used or sold in contravention of any of the provisions of any Customer Agreement in determining the amount recoverable by the Service Provider under this Clause 10.2.

11. Exclusion and Limitation of Liability of the Service Provider

Notwithstanding any provision in any Customer Agreement to the contrary:

(a) the Service Provider shall not be liable in any way to the Customer whether in contract, tort (including negligence or breach of statutory duty) or otherwise for any direct or indirect economic or financial loss or damage (including loss of revenue or profits) howsoever caused or arising, including but not limited to any such loss caused or arising from any breach or failure by the Service Provider to perform any of its obligations under any Customer Agreement;

(b) the Service Provider shall not be liable in any way to the Customer whether in contract, tort (including negligence or breach of statutory duty) or otherwise for any loss, damage or liability incurred or sustained by the Customer caused by or as a result of:

(i) any failure, delay, interruption to or disruption of any Service in the transmission or reception of any data through any Service, howsoever caused or arising;

(ii) any defect, deficiency, breakdown or failure of any SingTel Software, or the incompatibility or unsuitability of any SingTel Software in relation to or in conjunction with any other system or equipment, (whether used or operated by the Customer or any other person);

(iii) any defect or deficiency in or the breakdown or failure of any equipment or system (whether or not maintained or operated by the Service Provider or any other person) howsoever arising;

(iv) any defect, deficiency or deterioration in the quality of any signal or data transmitted as part of any Service;

(v) any loss, corruption or deletion of any data or information (whether belonging to, provided or stored by the Customer or otherwise) transmitted to or stored in any system or equipment (whether or not maintained or operated by the Service Provider, the Customer or any other person), howsoever caused or arising;

(vi) any event the occurrence of which the Service Provider is unable to control or avoid by the use of reasonable diligence, including but not limited to the failure, shortage or interruption of electrical power or supply, riots or civil commotion, strikes, lock outs or trade or labour disputes or disturbances, fire, flood, drought or acts of any government or sovereign, change in any Law, war or the defaults, omissions or actions of any IDA licensee, inclement or extreme weather conditions and acts of God;

(vii) the disclosure and/or publication by the Service Provider or any SingTel Group Corporation of any information or data relating to the Customer, any Service Number (including any Unlisted Service Number) or any Account, howsoever caused or arising;

(viii) the use in any manner and/or for any purpose whatsoever by any person at any time whatsoever and from time to time of any information or data relating to the Customer or any Account or transmitted through the use of any Service subscribed by or provided to the Customer and/or relating to the use of any such Service whether by the Customer or any person and/or provided by the Customer to the Service Provider; and/or

(ix) any error, omission or inaccuracy in any information provided by the Service Provider whether to the Customer or any person and whether in any publication or as part of or in connection with any Service (including any call tracing service) or SingTel Equipment or otherwise; and

(c) subject always to the exemptions and exclusions set out in paragraphs (a) and (b) of th