SPECIFIC TERMS AND CONDITIONS FOR SINGTEL EXPAN MANAGED HOSTING SERVICE (Open Rack Service)

Transcription

1 SPECIFIC TERMS AND CONDITIONS FOR SINGTEL EXPAN MANAGED HOSTING SERVICE (Open Rack Service) 1. Definitions and Interpretation 1.1 In these Specific Terms and Conditions, the following words and expressions shall have the following meanings: 24 x 7 Hours means 24 hours a day, 7 days a week. End User means any person(s) authorised by the Customer to use the Service. EXPAN service means any one of the suite of managed hosting services provided by SingTel under the EXPAN brand name in the Territory, including EXPAN Colocation service, EXPAN Internet BW service, EXPAN Managed IT Services, EXPAN Storage Mgmt service, EXPAN Work Area Recovery service and such other managed hosting services as may be added by SingTel from time to time. EXPAN services provide a Customer with Facilities for housing and operating the Customer s telecommunications equipment to enable the Customer to send and receive Internet traffic in and out of the Subscribed Area and to receive managed hosting solutions. Facilities means the space (including the Subscribed Area and any non-subscribed Area), utilities (including but not limited to electricity and air-conditioning) and other related resources required for the operation of the Service. General Terms means Singapore Telecom USA Inc s General Terms and Conditions of Service. House Rule Handbook means the data centre policy guide and for Cage and Private Vault Services means the in house rules and regulations guide each as available on request from SingTel and as updated from time to time. Marketing Alliance service means any managed hosting service(s), including but not limited to co-location and Internet connectivity, as may be provided by a third party telecommunications service provider or carrier, and that is required for the provision of the EXPAN services subscribed by the Customer. Open Rack Service means a service whereby a Customer can rent a rack within the data centre. Original Condition means the state and condition of the Subscribed Area on the Commencement Date of Service as described in the document supplied to the Customer by SingTel on or before the Subscribed Area is made available to the Customer. Recurring Monthly Charges means the Fees and Charges payable by the Customer on a recurring monthly basis. "Service" means any one or more of the suite of EXPAN services provided in the Territory and the Marketing Alliance services provided outside Territory. SRCA Form means the form prescribed by SingTel and used by the Customer to subscribe for the Service. Subscribed Area means the space (including any space supplied by SingTel under the names Colocation Private Vault, Colocation Caged Area, Colocation Rack and any other name as may be added by SingTel from time to time, and including space supplied as part of a Marketing Alliance service) as set out in the SRCA Form. Term means the Initial Contract Term (as defined in Clause 2.2) and any renewal or amendment of the same. SPECIFIC TERMS AND CONDITIONS FOR SINGTEL EXPAN MANAGED HOSTING SERVICE Page 1 of 7

2 Territory means any one or more of Hong Kong, Melbourne, Osaka, Seoul, Singapore, Sydney, Taipei and Tokyo. Work means any work the Customer requests SingTel to perform in relation to the Service. 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. Commencement and Duration of Service 2.1 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 (the "Commencement Date of Service"). 2.2 Subject to Clause 2.3, the minimum period of subscription for the Service shall be: a period of twelve (12) months or such other period selected by the Customer (as stated in the SRCA Form); or such other period as may be stipulated by SingTel as the relevant minimum period of subscription when the Customer applies for the Service, calculated to commence on the Commencement Date of Service (the Initial Contract Term ). Thereafter the Service shall continue in force for successive periods corresponding with the Initial Contract Term. 2.3 If the Customer subscribes for additional Services or features at any time then, for the purpose of calculating the minimum period of subscription and Initial Contract Term for all other Services already being supplied as at that date, the Initial Contract Term will be deemed to have commenced for all Services from the Commencement Date of Service for the additional Services or features, unless SingTel agrees otherwise in writing. 3. Termination 3.1 Subject to Clause 3.2, SingTel or the Customer may terminate the Service by giving to the other not less than sixty (60) days prior written notice. 3.2 On termination of the Service, the Customer shall be liable to pay SingTel: where the termination date is the same as the expiry date of the Term, the Fees and Charges up to and including the date of termination; where the termination date is before the expiry date of the Initial Contract Term: i ii the Fees and Charges up to and including the date of termination; and except where the Service is terminated by SingTel under Clause 3.1, 20% of the Recurring Monthly Charges for the period between the date of termination and the expiry date of the Initial Contract Term, and 100% of any benefits (including without limitation any discounts, rebates, fee waivers and subsidies) accrued or received by the Customer in connection with the Customer s subscription for the Initial Contract Term; and SPECIFIC TERMS AND CONDITIONS FOR SINGTEL EXPAN MANAGED HOSTING SERVICE Page 2 of 7

3 where the termination date is after the expiry date of the Initial Contract Term, but before the expiry date of the renewed Term: i ii the Fees and Charges up to and including the date of termination; and except where the Service is terminated by SingTel under Clause 3.1, 20% of the Recurring Monthly Charges for the period between the date of termination and the expiry of the renewed Term, and 100% of any benefits (including without limitation any discounts, rebates, fee waivers and subsidies) accrued or received by the Customer in connection with the Customer s subscription for the renewed Term. 3.3 Upon termination of the Service for any reason, Customer shall deliver, to a location specified by SingTel and within twenty (20) calendar days from the termination date, all SingTel Equipment supplied to the Customer. Upon such termination, Customer shall restore the Subscribed Area to its Original Condition, fair wear and tear excepted, failing which SingTel may take such steps as it deems appropriate to restore the Subscribed Area to the Original Condition and claim from the Customer any and all direct, out-of-pocket and reasonable sums incurred by SingTel in effecting the restoration. 4. Fees and Charges 4.1 If there is a revision of the Fees and Charges for the Service during the Initial Contract Term, then the Customer shall not be entitled to those revision benefits. If the Service is automatically renewed after the Initial Contract Term, then such renewal shall be subject to SingTel s then prevailing Fees and Charges at the relevant time. 4.2 SingTel reserves the right to: charge the Customer for any and all costs incurred by SingTel in connection with any downtime in its network or services arising from or caused by the Customer s failure to comply with any Clause in these Specific Terms and Conditions or the General Terms; vary the Recurring Monthly Charges at any time after twelve (12) months from the Commencement Date of Service; and increase the monthly recurring charges at the Facilities if at any time the low tension rate as published by relevant utilities service provider increases by more than 3% from the published rate as at the Commencement Date of Service. 5. Service Requirements and Limitations 5.1 The Customer acknowledges that Service availability is subject to: availability of resources including, without limitation, availability of a suitable network infrastructure at the time at which the Service is requested or delivered; geographic and technical capability of the SingTel network and of SingTel s delivery systems at the time at which the Service is requested or delivered; and provisioning time for equipment that is required by SingTel to provide the Service. 5.2 The Customer shall ensure that all Customer-provided equipment located in the Subscribed Area that connects to the Service will perform according to published technical specifications for such equipment and SingTel s interface and other specifications for the Service. SPECIFIC TERMS AND CONDITIONS FOR SINGTEL EXPAN MANAGED HOSTING SERVICE Page 3 of 7

4 5.3 The Customer acknowledges that: it must procure, configure, operate and maintain at its own expense any equipment or software needed to implement, receive and use the Service, unless SingTel expressly agrees otherwise in writing; it shall fully indemnify and hold SingTel harmless at all times against all actions, claims, proceedings, costs ( including legal costs), losses or damages whatsoever, which may be brought against SingTel by any person out of or in connection with any loss or damage to any equipment, including third party equipment, resulting from the Customer s actions or omissions; its electrical power consumption must not exceed the subscribed limit as stated in the SRCA Form, and shall take immediate action to reduce its electrical power consumption to within the subscribed limit upon notification by SingTel; (d) (e) (f) (g) If it is subscribing to Open Rack Services SingTel recommends that it procure comprehensive general liability insurance in the joint names of SingTel and the Customer, including a cross liability clause and expressly providing for the waiver of any and all rights of subrogation against SingTel to which the insurer might other be entitled, for an insured amount of not less than Singapore dollars five ($5) million per occurrence (such insurance policies to each be obtained from and maintained with an insurer reasonably acceptable to SingTel); it must comply with any guidelines issued from time to time by SingTel including the guidelines set out in the House Rule Handbook. it must maintain good engineering and operational practices in its use of its equipment; and the technical means by which SingTel supplies the Service is at SingTel s sole discretion. 5.4 If the Customer reports a fault and, following investigation by SingTel, either no fault is found or SingTel determines that the fault is not with the SingTel network or SingTel Equipment, then SingTel may charge the Customer a fee for the fault report at SingTel's then prevailing rate. 5.5 The Customer must obtain and maintain, at the Customer s expense, all licenses, waivers, or other approvals necessary for the Customer to provide services to its End Users and, if so required by SingTel, shall provide documentation evidencing the existence of the same. 5.6 The Customer shall not add, modify, alter or change any Facilities without the prior written approval of SingTel. 5.7 The Customer shall permit SingTel s staff and/or authorised agents at all reasonable times to access the Subscribed Area for the purpose of inspecting, testing, examining or altering SingTel Equipment or property. 5.8 The Customer shall provide and update regularly a list of the person(s) authorised by the Customer to: access the Subscribed Area; and supply instructions to SingTel relating to the Service, including but not limited to instructions under Clause 7.1. If SingTel has any doubt as to the identity or authorisation of any person seeking to gain entry into the Subscribed Area or to supply instructions to SingTel, then SingTel reserves the right to refuse access to the Subscribed Area to that person, or not to accept that person s instructions, without any liability to the Customer or that person. SPECIFIC TERMS AND CONDITIONS FOR SINGTEL EXPAN MANAGED HOSTING SERVICE Page 4 of 7

5 5.9 The Customer shall ensure that it does not, and does not permit any other person to, use the Customer s equipment or SingTel s Equipment located in the Subscribed Area to access information or any resource that is private or confidential to an individual or organisation, unless permission to do so has been granted by the owners or holders of the rights to such resources and information The Customer shall, immediately on notice from SingTel, remove from the Subscribed Area any hardware, software or cabling component not provided by SingTel that SingTel (in its discretion) considers may cause or is likely to cause a hazard, interference or obstruction of any Service The Customer shall subscribe for all telecommunications services and telecommunications facilities used by the Customer in the Subscribed Area only from SingTel. If the Customer desires to purchase telecommunications services for use at the Subscribed Area from any other telecommunications services provider, then only SingTel shall be permitted to provide the access and or connection from the Subscribed Area to the other telecommunications service provider s location outside the Subscribed Area. All charges and expenses for such access and connection shall be borne by the Customer The Customer shall be responsible for its own transportation cost to and from the Subscribed Area. 6. Service Provision 6.1 SingTel shall charge for all Work at SingTel s then prevailing rate. 6.2 In addition to the Fees and Charges in Clause 3 of the General Terms, a surcharge shall be payable for any Work on public holidays, the eve of public holidays, or outside the following Singapore hours: Monday to Friday 8.30am pm 6.3 Where the Customer requests that SingTel provision the Service within a specific period SingTel shall, in consultation with the Customer, determine the date ("RFS Date") to complete the Work. 6.4 If SingTel is unable to complete all or any of the Work on or before the RFS Date, then the Customer must either: cancel that part of the Work that SingTel is unable to complete on or before the RFS Date, without being liable to pay the cancellation charges referred to in Clause 5.3 of General Terms; or accept that part of the Work that SingTel has completed, and pay for the same at SingTel s then prevailing rate; and the Customer shall have no other claim against SingTel, and SingTel shall have no liability in contract, at law or in equity, for failure to complete the Work before the RFS Date. 6.5 If the Customer requests to defer completion of the Work to a date after the originally agreed RFS Date, the Customer shall be liable to pay a reservation fee at SingTel's then prevailing rate. For the purposes of this Clause, the period of reservation shall be the period between the originally agreed RFS Date and the date of completion of the Work. 6.6 If the Customer cancels the Work, the Customer shall be liable to pay the cancellation charges at SingTel's then prevailing rate. 7. Service Level Guarantee (SLG) 7.1 SingTel shall provide the following first level support to the Customer on 24 x 7 Hours basis: SPECIFIC TERMS AND CONDITIONS FOR SINGTEL EXPAN MANAGED HOSTING SERVICE Page 5 of 7

6 Upon request by Customer, SingTel shall perform visual inspection of equipment without the use of tools and appliances (for example, reporting the colour of the indicators on Customer s equipment in the Subscribed Area); Upon request by the Customer, SingTel shall switch off and on power supply to the Customer s equipment in the Subscribed Area. If the Customer s equipment or network fails arising from such instructions, then SingTel shall not be liable for that failure (whether under this SLG or otherwise) and Customer shall be responsible to ensure it has its own emergency recovery or fallback procedures in place. 7.2 Subject to Clause 7.1, SingTel shall provide the SLG for the Service as set in Appendix A, which terms and conditions shall be deemed to be incorporated into and shall form a part of these Specific Terms and Conditions. In the event of a conflict between the terms and conditions in Appendix A and these Specific Terms and Conditions, the terms and conditions in Appendix A shall prevail. 8. Acceptable Use and License 8.1 Customer shall not use, nor shall it permit others to use, the Service: (d) (e) (f) for any unlawful, immoral, invasive, infringing, defamatory, fraudulent or obscene purpose; for any spamming activities, including but not limited to, sending unsolicited of any kind, regardless of the content or nature of such messages or post the same or similar message to one or more newsgroups, or maintaining an open SMTP relay policy; to send any virus, worm, Trojan horse or harmful code or attachment; to alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database or network; to interfere with the use of the SingTel network by other customers or authorised users; or for sending messages without reasonable cause or for causing any threat, harassment, annoyance, inconvenience or needless anxiety to any person. 8.2 The Customer shall be solely responsible for all data transmitted, retrieved or stored through the Service. 8.3 The Customer shall not, and shall not permit others to, alter, tamper with, adjust, repair or circumvent any aspect of the Service or the Facilities. 8.4 If the Customer, or a third party acting for or through the Customer, violates any of the foregoing clauses, SingTel may immediately suspend the Service and may, if such violation does not cease within ten (10) days written notice to the Customer, terminate the Service without liability or further obligation to the Customer. 8.5 The Customer s rights to use the Service are non-exclusive, non-transferable and are subject to compliance with the terms and conditions of Service. As between SingTel and the Customer, all intellectual property and proprietary rights relating to the Service, including but not limited to any specifications, protocols, IP addresses, configurations and routing data related to the Service, belong solely and exclusively to SingTel. 8.6 The Customer shall include any of SingTel s proprietary notices on any whole or partial copy of SingTel s intellectual property or confidential information, regardless of the media on which such copy is made. 8.7 The Customer shall remove all surplus materials and/or debris from the Facilities, including but not limited to packaging materials, within 24 hours of completion of Work. Should any surplus materials and/or debris remain on the Facilities after 24 hours of the completion of the Work, SingTel will inform Customer of such by notice in writing and Customer shall remove such surplus materials and/or debris. If Customer does SPECIFIC TERMS AND CONDITIONS FOR SINGTEL EXPAN MANAGED HOSTING SERVICE Page 6 of 7

7 not remove all surplus materials and/or debris within three (3) days of receipt of written notice to the satisfaction of SingTel Customer shall be liable to pay SingTel or a SingTel appointed contractor a fee to remove the surplus materials and/or debris at a rate notified by SingTel or Singtel s appointed contractor. 9. Consent to Use and Disclose Information and Data 10. General The Customer agrees that SingTel shall be entitled to use or disclose any information or data disclosed by the Customer in accordance with Clause 15 of the General Terms in the current edition of the Singapore Phone Book and in the SingTel website at The Customer is entitled to withdraw such consent in the procedure as prescribed by SingTel from time to time The Customer shall be bound by and shall fully observe and comply with all the General Terms 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 Specific Terms and Conditions shall be additional to the rights and protections conferred on SingTel under the General Terms and any other terms and conditions agreed or accepted by the Customer Any Clause in the General Terms, these Specific Terms and Conditions, or any other terms and conditions as may be agreed or accepted by the Customer, that is invalid, unenforceable or illegal shall be enforced as nearly as possible in accordance with its terms, but shall otherwise be deemed severed and shall not affect the enforceability of any other Clauses, which Clauses shall continue to be valid and enforceable to the fullest extent permitted by law The Service provided by SingTel under these Specific Terms and Conditions may not be re-sold or otherwise re-provided by the Customer to any other person(s) whomsoever. In the event that the Customer desires to re-sell or re-provide the Service, then the Customer and SingTel shall enter into a separately negotiated agreement prescribed for the same by SingTel containing the terms and conditions for such a re-sale or reprovision. This space is intentionally left blank. SPECIFIC TERMS AND CONDITIONS FOR SINGTEL EXPAN MANAGED HOSTING SERVICE Page 7 of 7