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:

  1. 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

  2. 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;

    (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:

      1. 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

      2. 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:

      1. 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;

      2. 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);

      3. 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;

      4. any defect, deficiency or deterioration in the quality of any signal or data transmitted as part of any Service;

      5. 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;

      6. 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;

      7. 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;

      8. 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

      9. 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 this Clause 11, the Service Provider's liability to the Customer whether in contract, tort (including negligence or breach of statutory duty) or otherwise for any and all losses, damages or liabilities caused or arising from any breach, failure or default of the Service Provider to perform any of its obligations or duties to the Customer (whether arising under any Customer Agreement or at Law) with respect to any Service shall not in aggregate exceed the amount equal to only those Fees and Charges in respect of the Service which are prescribed and imposed with reference to any time frame or interval (but not usage) for the period of three months immediately preceding such breach, failure or default on the part of the Service Provider or, if the amount of those Fees and Charges for such period is zero, the amount equal to the total amount of the Fees and Charges paid by the Customer to the Service Provider for the same period Provided Nevertheless that nothing in this paragraph (c) shall apply to limit or restrict the amount recoverable from the Service Provider as compensation for any death or personal injury caused by the negligence or breach of duty (statutory, contractual or otherwise) of the Service Provider.


   12. Amendment and Variation
   

The Service Provider may amend, vary or supplement any Customer Agreement (including the General Terms, Specific Terms and any of the terms or conditions relating to any Account or Service) by giving notice thereof to the Customer and any such amendment, variation or supplement shall take effect as from the date specified in such notice or in the absence thereof as from the date of such notice.
   13. Waiver
 

No failure to exercise or enforce, and no delay on the part of the Service Provider in exercising or enforcing its rights under any Customer Agreement shall operate as a waiver thereof nor shall such failure or delay in any way prejudice or affect the right of the Service Provider at any time thereafter to act strictly in accordance with its rights and powers under such Customer Agreement.

 
   14. Confidentiality and Non-Disclosure
   

The Customer shall not and shall procure that no Customer Group Corporation shall use (other than for the purpose of utilising the Service) or disclose to any person any information relating to the Service Provider or any Service or SingTel Equipment which is acquired from or provided by:

(a) the Service Provider; and/or

(b) any contractor of the Service Provider in connection with or in the course of the provision of any Service,

other than information which is or has become publicly available otherwise than through a breach of any obligation of the Customer.


   15. Right to Disclose Customer Information
   

The Service Provider shall be entitled, to use in any manner and for any purpose whatsoever or to disclose to any person, any information or data relating to the Customer, any Service Number (including any Unlisted Service Number) or any Account or any other information and data provided by the Customer to the Service Provider.
   16. Assignment
   

16.1 The Customer shall not assign, transfer or encumber any or all of its rights, interests and obligations under any Customer Agreement with respect to any Service or SingTel Equipment without the prior written consent of the Service Provider.

16.2 The Service Provider may assign and transfer any or all of its rights, interest and obligations under any Customer Agreement to any other SingTel Group Corporation. Any such assignment or transfer shall take effect upon service on the Customer of a notice thereof. In the event that the Service Provider assigns and transfers all its rights, interest and obligations under any Customer Agreement:

(a) all references to the Service Provider in the General Terms and Specific Terms shall upon and after any such assignment and transfer be construed as a reference to the assignee and transferee of the Service Provider; and

(b) such assignee and transferee shall be entitled to enforce all rights and perform all obligations of the Service Provider and to be paid all sums due or accruing due from the Customer under the Customer Agreement as at the date of such assignment and transfer thereafter.

   17. Applicable Laws and Jurisdiction
   

The Customer Agreement relating to any Service or SingTel Equipment shall be subject to and construed in accordance with the laws of the Republic of Singapore and the Customer hereby submits to the non-exclusive jurisdiction of the Courts of the Republic of Singapore with respect to any and all claims and disputes between the Service Provider and the Customer relating to or arising from the Customer Agreement Provided Always that the Customer shall not without the written consent of the Service Provider commence or prosecute any action or proceeding in any jurisdiction outside the Republic of Singapore with respect to any such claim or dispute.
   18. Notices and Correspondence
   

18.1 All Bills, notices and communications by the Service Provider to the Customer may be sent or despatched to the Customer by delivery, post, e-mail or facsimile transmission or any other means deemed appropriate by the Service Provider to the e-mail or other address or facsimile number of the Customer appearing in any record of the Customer maintained by the Service Provider or from which any communication by the Customer to the Service Provider was dispatched or issued or otherwise last known to the Service Provider. Any such Bill, notice, demand or communication addressed and so despatched to the Customer shall be deemed to have been received by the Customer:

(a) in the case of despatch by e-mail or facsimile transmission or other instantaneous electronic communications, immediately upon transmission by the Service Provider;

(b) in the case of despatch by delivery to the address of the Customer, on the date and at the time it was so delivered or left at that address; and

(c) in the case of despatch by post:

(i) to any address in Singapore, on the next day after it was posted by the Service Provider; or

(ii) to any address outside Singapore, on the seventh (7th) day after it was posted by the Service Provider.

18.2 All notices and requests from the Customer to the Service Provider shall be in writing unless the Service Provider specifies to the Customer otherwise. The Service Provider shall be entitled to regard as ineffective and invalid any notice or request of the Customer the receipt of which by the Service Provider has not been confirmed by the Service Provider to the Customer.

18.3 In addition to the foregoing, any notice by the Service Provider of any amendment, revision or variation of any Fees and Charges, the Payment Terms, the Prescribed Rate and/or any Customer Agreement relating to any Service published in English in any newspaper circulating in Singapore or posted on any Internet website of any SingTel Group Corporation shall constitute good and sufficient notice thereof to the Customer by the Service Provider on the date such notice is first so published or posted.