Terms and Conditions - User Privacy | IT Company Singapore

Terms and Conditions

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Privacy

Terms and Conditions

Since The following are the Terms and Conditions for the use of IT Company Singapore Products and/or Services (“IT Company Singapore Products and/or Services” or “the Products” or “the Services”) by the User (“User” or “Users”). Any User accessing and using the Products or availing the Services and/or any part thereof shall invariably be bound by these Terms and Conditions. These Terms and Conditions are valid, binding and enforceable for all persons that access the IT Company Singapore website, the web pages or any part thereof. Hence, if you do not agree to be bound over by these Terms and Conditions, then you may not use the IT Company Singapore website. The reasonable use of the IT Company Singapore website shall automatically bind the Users to this agreement.

Our Services

The Services offered by IT Company Singapore also consist of, but not limited to, the following: Domain Registration, World wide web hosting, SMS Core Messaging Platform Access, Data Encryption, Data Transmission, Data Access, and Data Storage, WAN Solutions, Website Templates, Multimedia Presentation, Interactive CD, Multimedia Marketing, Internet Marketing, Search Engine Optimization, Software development and wherever applicable, the Synchronization Software.
IT Company Singapore offers only some of its Services free of cost while others are offered at a price. Most of the price details are mentioned prominently on our web site. IT Company Singapore offers Application Programming Interface (API), Software Development Kit (SDK), Tools like HTTP/S, XML, SMTP and/or COM Object Tool and/or SMPP Protocol to connect to IT Company Singapore Core Messaging Platform. These provide an easy, efficient and flexible option to integrate with the User’s website/application, facilitating auto-generated SMS Text messages to be delivered to the intended recipients’ mobile phones. IT Company Singapore charges a one-time setup fee for activating such connectivity.
IT Company Singapore also provides World Wide Web Site hosting & Data storage facility. IT Company Singapore reserves the right to terminate or interrupt any account in part or in full without refund for violation of these Terms of Services. In all but the most extreme or serious cases, good faith attempts will be made to resolve an issue without interruption of service. In cases where service has been terminated or interrupted, resolution will be handled on an individual case basis, at IT Company Singapore’s sole discretion.
The Products and/or Services are “AS IS” and are subject to the disclaimers of warranty and the limitations of liability as found in this agreement and which are subject to testing by the Users before entering into this agreement.
IT Company Singapore reserves the right to change or terminate the Services and/ or alter the Terms and Conditions of this Agreement at any time with/without notice and/or with immediate effect. IT Company Singapore.

User Privacy

IT Company Singapore respects the privacy of the Users and assures that it shall not monitor, edit, or disclose any personal information about the Users or about the User’s IT Company Singapore account, which includes all of its contents, without the User’s prior permission. However, this will not apply if IT Company Singapore has to:
Conform to the statutory and/or legal requirements or comply with the legal process;
Protect and defend the rights or property of IT Company Singapore;
Enforce this Agreement or protect IT Company Singapore business or reputation, including without limitation, upon termination, cancellation or suspension of this Agreement by IT Company Singapore;
Respond to the request for identification in connection with the claim of copyright or trademark infringement by the Users or to a claim by a third party that the Users is using the Services in connection with an infringement, illegal or improper activity; or Act to protect the interests of the Users or any others in general.
The User agrees that IT Company Singapore can access his/her account, including the message content, as stated above or respond to product specific queries or technical issues.
The User hereby permits IT Company Singapore to send him/her communication via email/sms of any updates, upgrades, notices, or any other information that IT Company Singapore deems important for the Users to know, relating to our Services.

User Obligation and Duties

IT Company Singapore expressly prohibits any unauthorized commercial use of the Services. The User gives irrevocable agreement to abide by all the applicable local, national and international laws and regulations and is solely responsible for all acts or omissions (that occur under his/her account or password), including responsibility for the content of any transmissions through IT Company Singapore.
IT Company Singapore provides by way of example, and not as a limitation, the stipulation that the Users agree not to, directly or indirectly:
Reverse engineer, de-compile, disassemble or otherwise make any attempt to establish the source code or the underlying ideas or algorithms of the Services;
Modify, translate, or create distinctive and derivative works based on the Services; Copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the Services;
Use Services for timesharing or to the benefit of a third party;
Remove any proprietary notices or label(s) that identify IT Company Singapore Services.
Use the Services in any way connected to any chain letters, junk sms text messages, spam or any unsolicited messages (commercial or otherwise);
Harvest or otherwise collect, information about other Users, including email addresses, without obtaining their consent;
Transmit any unlawful, harassing, libelous, or abusive, threatening, and harmful, or vulgar, obscene or otherwise any objectionable material of any kind or nature;
Transmit any material that is an infringement of the intellectual property rights or other rights of third parties, which will include any trademark, copyright or right of publicity;
Defames or slanders any person, or try to infringe upon any person’s privacy rights;
Transmit any material that may contain any viruses, Trojan horses, worms, time bombs, cancel bots, or any other harmful or deleterious programs;
Interfere with or disrupt the networks connected to IT Company Singapore or violate the regulations, policies or procedures of such networks;
Attempt to gain unauthorized access to the Products and/or Services or to other accounts, computer systems or networks connected to IT Company Singapore; interfere with another User’s peaceful use and enjoyment of the Products and/or Services; or Engage in any other activity that IT Company Singapore could believe may subject it to criminal liability or civil penalty or judgment.
IT Company Singapore does not allow any of the following content to be stored on its servers:
Illegal Material – This includes copyrighted works, and any material in violation of any Federal or Provincial regulation.
Adult Material – Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of “adult material” is left entirely to the discretion of IT Company Singapore.
pirated software – pirated software, cracking/hacking tools – includes software/techniques used to crack or hack any software network.
Other – Web sites that contain material that is intentionally offensive to racial minorities are not permitted. Sites that are found to contain such offensive content will be closed.

Email Server Policy -

IT Company Singapore reserves the right to block incoming email from any remote SMTP relay at any time for any reason. If a remote SMTP relay is misconfigured, spammers will often exploit the remote relay to send thousands (sometimes millions) of spams. If a spammer is abusing a remote SMTP relay to mail bomb domains at IT Company Singapore, IT Company Singapore will immediately block the IP of the SMTP relay that the spammer is abusing. IT Company Singapore also subscribes to multiple RBL’s (real-time blocking lists) to automatically block known open SMTP relays and known spamming relays. While this policy dramatically reduces the amount of spam sent to IT Company Singapore, this may inadvertently block some legitimate email.

Limitations of the SMS Services Provided

SMS Messages will be considered as delivered when IT Company Singapore has delivered, or sent the messages to the immediate destination that IT Company Singapore Core Messaging Platform has been programmed to do, which include SMPP/SMTP servers, or Mobile Telephone Networks. In addition, any other intermediary server or API is also deemed to be the point of dispatch of the message. IT Company Singapore does not extend guarantee of delivery on behalf of the Mobile Telephone Networks or Servers.
Although IT Company Singapore makes all efforts to ensure delivery and prides itself on speedy delivery of messages, messages may be delivered late as a result of queuing or network congestion/traffic.
IT Company Singapore lays no claim to its network coverage. Although IT Company Singapore focuses on giving extensive coverage aggregation services, the mobile networks may choose from time to time to not be a part of IT Company Singapore or of its Service Providers’ Networks. This may lead to messages not being delivered to those particular networks. Though IT Company Singapore makes all possible efforts to inform the Users of non-availability of a network as soon as it is aware of the same, there can be networks appearing on the Coverage List but IT Company Singapore is unable to deliver to.

Termination, Cancellation, and/or Suspension of User Account

IT Company Singapore continually makes efforts to improve all of its existing Products and/or Services, apart from adding new ones, resulting in frequent updates or modifications. Such changes often dictate that we simultaneously modify our Terms and Conditions. Hence, IT Company Singapore shall have the right to modify any or all the terms of this Agreement and to change or drop any aspect or feature of the IT Company Singapore Products and/or Services, as it deems reasonably necessary. Such changes shall be effective immediately upon posting of such addition, change or deletion. Any use by the Users of the Products and/or Services after any such change has been posted, shall be construed as the acceptance of the change. If the User is not agreeable to any such change, the relevant Product and/or Services or the User account, may be cancelled in accordance with the procedures for cancellation set forth in this Agreement. The Users acknowledge their responsibility to read and review this Agreement from time to time and also to be aware of any such changes.
This Agreement and the User account can be terminated, canceled and/or suspended by IT Company Singapore at any time if, in IT Company Singapore’s sole discretion, the User has breached the Terms of this Agreement. Such termination, cancellation and/or suspension by IT Company Singapore shall come into effect immediately after giving notice by IT Company Singapore to the Users in any reasonable manner, including but not limited to, notification by email/sms. In addition, IT Company Singapore has the right to recover any and all damages from the Users arising from or relating to the event(s) giving rise to the suspension, termination or cancellation. IT Company Singapore reserves the right to suspend the User’s account at any stage for any reason that it may deem necessary in order to continue to provide any of its Products and or Services in a way that may be hindered by the User’s status as being a IT Company Singapore User, or the financial status of the User or the content of the messages originating from the User.
In the event that IT Company Singapore has cause to receive complaints from recipients or third parties with respect to the use of the Products and/or Services, IT Company Singapore additionally reserves the right, in its sole discretion, to disclose any and all information to the recipient, applicable authorities or any other related party with regard to its Users.
The User has the right and is free to terminate or cancel this Agreement and his/her IT Company Singapore account at any time and for any reason. The User only has to intimate IT Company Singapore by sending an email of this intention. However, it is to be noted clearly that any sum or pre-paid credit amount remaining pending at the time of cancellation of this Agreement shall not be repaid to the User.
Upon the termination, cancellation and/or suspension of this Agreement, the Users remains responsible for any obligations that have been accrued including, but not limited to, payment of any costs or charges, including legal obligation that may be arising in connection with such termination, cancellation and/or suspension, and payment of all outstanding transaction fees for use prior to said termination, cancellation and/or suspension occurs. Upon termination and/or cancellation, for any reason, the User agrees to immediately cease using IT Company Singapore Products and/or Services and removes all the IT Company Singapore software and applications on any computer, database, and server (local or remote) in its possession or under its control. IT Company Singapore shall have no obligation whatsoever to the User after the termination or cancellation of this Agreement.

Warranties and Liabilities

While it is to be understood that IT Company Singapore shall make all efforts to ensure that the Products and/or Services are reasonably available, through the required access protocols, and shall endeavor to maintain connections to as many Aggregators, Gateways and Carriers as are, in its discretion, commercially viable, the User acknowledges that IT Company Singapore cannot guarantee the availability of the Products and/or Services at all times and all locations. The User expressly acknowledges and agrees that the use of the Products and/or Services is generally at its own risk and that IT Company Singapore Products and/or Services are being provided “AS IS” and “AS AVAILABLE” without any warranties or conditions whatsoever, express or implied.
IT Company Singapore does not make any warranties or representations that the IT Company Singapore website shall be available at all times. Users acknowledge that the IT Company Singapore website may be unavailable due to updates or other causes beyond the reasonable control of IT Company Singapore, including, but not limited to virus infection, unauthorized access (hacking), power failure or other “acts of God”.
IT Company Singapore cannot and will not be held liable for any problem incurred while any service with IT Company Singapore. By service with IT Company Singapore, you assume any and all risk for possible downtime and other server/connection related problems. If you are not willing to assume this risk, you should not host or work with IT Company Singapore. While IT Company Singapore makes every possible attempt to maintain the highest possible level of uptime & covering all expects, and in providing the services whatever service it is, delay is possible if we are dealing with any development , IT Company Singapore will not under any circumstances make any expressed or implied guarantee for any specific level of uptime
Though IT Company Singapore shall take all reasonable caution about the quality and accuracy of content available from the IT Company Singapore website, IT Company Singapore does not make any warranties or representation that the content available shall in all cases be true, correct or free from any errors. The information, ideas and opinions expressed on the IT Company Singapore website should not be regarded as professional advice or the official opinion of IT Company Singapore, and Users are strongly encouraged to consult professionals before taking on any course of action that is related to the information, ideas or opinions expressed on the IT Company Singapore website.
IT Company Singapore is under no legal duty to encrypt any of the content or communications from and to Users and is also under no legal duty to provide the digital authentication of any pages on the IT Company Singapore website.
IT Company Singapore (which also includes its owners, employees, suppliers, services providers, partners, licensors, affiliates and agents) shall in no event be held liable to the Users or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by the failures, delays or interruptions of the Products and/or Services generally, and any aspect ancillary thereto; the User agrees to indemnify IT Company Singapore for any and all third party claims arising from any such or of the failures, delays or interruptions in connection with regard to use of the Products and/or Services.

Liability

To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements and representations relating in any way to the services provided by IT Company Singapore. Without limiting this, IT Company Singapore will not be liable for any loss or damage (including consequential loss or damage) however caused (whether by negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly in respect of any services provided by IT Company Singapore

GST

Commissions quoted exclude GST. Where IT Company Singapore is entitled to make any payment, IT Company Singapore will also pay the amount of the GST on any supply (within the meaning of the GST Legislation).

Privacy Legislation

IT Company Singapore will comply with the Privacy Amendment (Private Sector) Act 2000 and the National Privacy Principles in respect of the storage and handling of information.

GOVERNING LAW

IT Company Singapore Services and Solutions are governed by the laws of the State.
These Terms and Conditions constitute the whole agreement between IT Company Singapore and the User and neither party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein.

Notice:

The Children’s Online Privacy Protection Act [COPPA] requires web sites to obtain verifiable parental consent if they collect age identifying information or a birth date from a child under the age of 13. If the Company does not wish to obtain verifiable parental consent, it must bump-out any user that indicates an age under 13.

To correct this issue please do the following:
The Company has three options for dealing with the collection of age identifying information:

Option 1:

Do not collect age identifying information. The Children’s Online Privacy Protection Act [COPPA] does not require general audience Web sites to screen the age of its users.
If the Company must collect age identifying information, the user must be given the opportunity to input their correct age, in essence, to “tell the truth”.

Option 2:

Implement an under age 13 bump-out mechanism. If a user indicates they are under the age of 13, then the Web site needs to bump that user to an error page informing the user that the Web site is not able to accept their registration at this time. The bump-out message needs to be generic (i.e. “sorry we are not able to accept your registration at this time”) and cannot indicate that age is a factor of registration. Also the registration form itself cannot indicate that age is factor of registration (i.e. “you must be at least 13 to register”).

Option 3:

If the Company must inform the user that age is a factor of registration (i.e. “you must be at least 13 to register”) within the error message, then a session cookie needs to be set to prevent the user from going back and changing their age.
For more information around TRUSTe’s requirements around the collection of age identifying information, visit general audience Web sites.

NOTICE:

IT Company Singapore reserves the right to revise its policies at any time.

CONTRACTED SERVICES

This Agreement shall apply to the delivery of services, and functions as described in Standard Service Agreement or quotes that may be proposed and approved by the parties.
Any such approved Service Agreement shall be incorporated herein by reference (the services and functions described in any Service Agreement or quote are hereafter referred to as the "Services").
If the scope of the Services is expanded, revised, or modified, for any Service Agreement incorporated herein, the parties shall prepare and sign an amended or generate new (or change order) or new quote, which likewise shall be attached hereto and incorporated herein by reference. This Agreement does not, in and of itself, represent a commitment by The Customer to receive any Services from IT Company Singapore or pay IT Company Singapore any fees.

TERMS OF AGREEMENT

  • (Concerning information provided above). WHEREAS, IT Company Singapore is engaged in the business of providing services and; WHEREAS, The Customer desires to retain IT Company Singapore to provide services and functions and; NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein.

  • The term of this agreement will commence on the date set forth below and will continue until terminated by either party as provided below ("Term"). In the event that the SOW or quote provides for a different Term, the SOW Term will control for that specific SOW or quote only.

  • Either party shall have the option to terminate this Agreement, without cause, by providing 4 weeks’ notice, in writing, of its intent to terminate the Agreement without cause. In the event that an SOW or quote provides for a different termination notice period, the SOW or quote termination clause will control for that specific SOW or quote only.

  • In the event that there is a continuing need for any Services identified in an SOW or quote, after the expiration of this Agreement and the Customer requests, in writing,

  • To have IT Company Singapore complete the Services, this Agreement will automatically get renewed for the time that it takes for the completion of such Services.

  • The Agreement can be terminated for cause, as defined in paragraph Termination for Cause herein, at any time provided the alleged breaching party is provided an opportunity to cure the alleged breach in the manner outlined in paragraph Termination for Cause below or a Permitted Delay, as defined in paragraph Permitted Delays herein, does not apply.

LICENSING TERMS

The invoices are exclusive of taxes, any tax applicaple shall be added to total amount
The licensing fees may denominated in United States Dollars (USD), and as such, the pricing is subject to fluctuations based on the prevailing exchange rate of the United States Dollar.
Upon issuance of the license, a three-day grace period shall be afforded during which the license may be canceled. Following the expiration of this grace period, no cancellations shall be permitted.
In the event of cancellation within the three-day grace period, charges equivalent to three days' worth of fees shall be applicable.
Cancellation requests must be submitted in writing to the licensor within the stipulated three-day period.
All licenses granted herein shall be deemed to automatically renew upon the expiration of their respective terms unless either party provides written notice of non-renewal at least three (3) business days prior to the renewal date.
The customer acknowledges and agrees that, in the absence of timely written notice of non-renewal, the licenses shall automatically renew, and the customer shall be obligated to pay the renewal fees specified in the agreement.
The customer expressly understands that, following the automatic renewal, no cancellations or terminations of the renewed licenses shall be permissible, and the customer shall be liable for the full payment of the renewal amount.

FEES AND PAYMENT TERMS

  • In exchange for the Services performed by IT Company Singapore, as outlined in any SOW,

  • The Customer agrees to compensate IT Company Singapore at the rates identified in the fee.

  • Schedule outlined in an SOW. However, these rates are exclusive of any federal, state, or local sales or use taxes, or any other taxes or fees assessed on, or in connection with any of the Services rendered herein.

    • The Customer will pay all undisputed invoices within fifteen (15) days of receipt thereof.

    • The Customer will pay all undisputed invoices within fifteen (15) days of receipt thereof.

  • In addition, The Customer shall reimburse IT Company Singapore for its actual out-of-pocket expenses as reasonably incurred by IT Company Singapore in connection with the performance of Services.

  • Additional expenses for materials, services, training, and hardware may only be incurred by IT Company Singapore and charged to The Customer if prior written approval from The Customer has been obtained.

  • A late charge of one and one-half percent (1.5%) per month, or the legal maximum if less, shall accrue on past due billings unless The Customer notifies of a billing dispute in writing before the payment due date. The Customer shall be responsible for any costs incurred by IT Company Singapore in the collection of unpaid invoices including, but not limited to, collection and filing costs and reasonable attorney's fees of not less than fifteen percent (15%) of the outstanding balance due.

  • After the contract has been concluded, the hourly rates agreed upon in the contract shall change.

CHANGE ORDER OR OUT OF SCOPE SERVICES

To the extent that The Customer requires or requests additional services or services that exceed the Services outlined in any SOW incorporated herein, IT Company Singapore will charge an additional fee for such additional services or out-of-scope work. Fees for such additional services or out-of-scope work will be set forth on a Change Authorization Order (CAO), which will also provide a description of the changed or additional service(s) being requested. Once a CAO is signed by both parties, it will be incorporated into the Agreement and have the same legal effect as the SOW that is incorporated into the Ownership of Materials Related to Services Agreement.
Within the framework of this contract, IT Company Singapore strictly undertakes to provide services as defined in this proposal only. If the client changes their mind and requests changes in any phase of development, extra charges per hour will be applied, unless agreed otherwise.

OWNERSHIP OF MATERIALS

The parties agree that any materials prepared and delivered by IT Company Singapore in the course of providing the Services shall be considered works made for hire. All rights, title, and interests of such materials shall be and are assigned to The Customer as its sole and exclusive property. Notwithstanding the foregoing, the parties recognize that performance of IT Company Singapore hereunder will require the skills of IT Company Singapore and, therefore, IT Company Singapore shall retain the right to use, without fee and for any purpose, such "know-how", ideas, techniques, and concepts used or developed by IT Company Singapore in the course of performance of the services of this Agreement.
Upon full payment of the agreed price, the Client shall be granted the right to use the software on the Client own systems and/or internally for the agreed purpose and to make backup copies thereof.

INDEPENDENT CONTRACTOR

The parties enter into this Agreement as independent contractors and nothing within this Agreement shall be construed to create a joint venture, partnership, agency, or other employment relationship between the parties. All IT Company Singapore employees who are assigned to perform services at any The Customer-owned or leased facility shall be considered to be an employee of IT Company Singapore oly and will not be considered an of all compensation owed to its employees, including all applicable federal, state, and local employment agent or employee of The Customer for any purpose. IT Company Singapore will be solely responsible for the payment of taxes and will make deductions for all taxes and withholdings required by law. In no event will any IT Company Singapore employee be eligible for or entitled to any benefits of The Customer.

CONFIDENTIAL INFORMATION

The Customer understands and acknowledges that IT Company Singapore may, from time to time, disclose "Confidential Information" to The Customer. For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any non-public and/or proprietary information or materials relating to IT Company Singapore's promotional and/or marketing strategy and activity, IT Company Singapore's pricing information (including but not limited to rates, margins, and budgets), IT Company Singapore's financial and budget information, IT Company Singapore's customer lists, information about the education, background, experience, and/or skills possessed by IT Company Singapore employees, IT Company Singapore employee compensation information, IT Company Singapore's service and/or sales concepts/methodologies/techniques, IT Company Singapore's customer satisfaction data or sales information, or any information which IT Company Singapore marks or identifies as "confidential" at the time of disclosure or confirms in writing as confidential within a reasonable time (not to exceed thirty (30) days) after disclosure.
The Customer will not disclose IT Company Singapore's Confidential Information to any third party at any time without the prior written consent of IT Company Singapore and shall take reasonable measures to prevent any unauthorized disclosure by its employees, agents, contractors, or consultants. Further, IT Company Singapore's Confidential Information shall include the terms outlined in this Agreement, all of which shall remain the property of IT Company Singapore and shall in no event be transferred, conveyed, or assigned to The Customer as a result of the services provided under this Agreement. The foregoing duty shall survive any termination or expiration of this Agreement.
IT Company Singapore also understands and acknowledges that The Customer may, from time to time, disclose to IT Company Singapore proprietary ideas, concepts, expertise, and technologies developed by The Customer relating to computer application programming, installation, and operation (collectively " The Customer 's Confidential Information"). The Customer may further provide to IT Company Singapore documentation, reports, memoranda, notes, drawings, plans, papers, recordings, data, designs, materials, or other forms of records or information relating to The Customer’s business operations (collectively "Confidential Trade Information").

IT Company Singapore agrees

  • Not to use any The Customer Confidential Information or Confidential Trade Information for its use or for any purpose other than the specific purpose of completing the Services;

  • Not to voluntarily disclose any The Customer Confidential Information or Confidential Trade Information to any other person or entity; and

  • To take all reasonable measures to protect the secrecy of, and avoid disclosure or use of, The Customer Confidential Information and/or Confidential Trade Information to prevent it from falling into the public domain or the possession of persons other than those persons authorized.

Hereunder to have such Customer Confidential Information and/or Confidential Trade Information. The foregoing duty shall survive any termination or expiration of this Agreement.
In no event shall The Customer use IT Company Singapore's Confidential Information to reverse engineer or otherwise develop products or services functionally equivalent to the products or services of the Owner.
The following shall not be considered Confidential Information for purposes of this Agreement:

  • Information that is or becomes in the public domain through no fault or act of the receiving party;

  • Information that was independently developed by the receiving party without the use of or reliance on the disclosing party's Confidential Information;

  • Information which was provided to the receiving party by a third party under no duty of confidentiality to the disclosing party; or

  • Information which is required to be disclosed by law with no further obligation of confidentiality, provided, however, prompt prior notice thereof shall be given to the party whose Confidential Information is involved.

The parties agree that the disclosure of any of the foregoing Confidential Information by either party shall give rise to irreparable injury to the owner of the Confidential Information, inadequately compensable in monetary damages. Accordingly, the non- disclosing party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.

NON-SOLICITATION OF EMPLOYEES

The Customer will not, either directly or indirectly (except through IT Company Singapore) solicit, hire, or contract with any IT Company Singapore employee during the term of this Agreement and for one (1) year following termination thereof (hereafter the "Non-Solicitation Term"). If The Customer desires to directly hire any IT Company Singapore employee during the Non- Solicitation Term, The Customer must first seek IT Company Singapore's consent to directly hire the employee and to speak with the IT Company Singapore employee about the employment opportunity.
If IT Company Singapore grants The Customer the option to directly hire an IT Company Singapore employee and the IT Company Singapore employee accepts an offer of employment from The Customer, the parties shall discuss issues related to the employee's transition to The Customer. The employee's start date will be mutually agreed upon by The Customer and IT Company Singapore in writing. Provided the parties agree to the IT Company Singapore employee's transition terms, The Customer shall pay IT Company Singapore a placement fee of no less than 30% of offered annual salary before the IT Company Singapore employee commencing work as an employee of The Customer. Unless the parties agree otherwise, The Customer shall not directly hire more than two IT Company Singapore employees during the Non-Solicitation Term.
If The Customer hires an IT Company Singapore employee without first obtaining the consent of IT Company Singapore, The Customer shall pay IT Company Singapore liquidated damage equal to 100% of the employee's fair market salary, as determined by IT Company Singapore in its sole discretion. This provision is considered a material term that allows for accelerated termination rights under paragraph Termination of this Agreement.

TO BE SUPPLIED BY THE CLIENT

In addition to any obligations and responsibilities described in the SOW or elsewhere in this Agreement, The Customer shall have shared responsibility with IT Company Singapore regarding the following:

  • To ensure that the necessary business and application knowledge is available and conveyed from the Customer’s existing support team to the IT Company Singapore's support team.

  • Provide ready access to all appropriate computing platforms, documentation (e.g., program source, copybooks, tables, subroutines), and personnel (i.e., end- users and technical representatives) necessary to fully understand the current business systems and environments throughout the life of the engagement.

  • Provide at its facility, office space, and equipment for IT COMPANY's on-site employees.

  • Access will also be provided to the Customer’s source libraries, test systems, and test data.

  • Provide external communications capability and/or access to its work facility to enable IT Company Singapore's on-site project team to access the Customer’s information technology system for after-hours or weekend Services as required.

  • The Customer shall assign an employee or representative to be present at the work facility for any after-hours or weekend Services. If The Customer declines or fails to assign an employee or representative to be present during such hours, The Customer waives any and all claims for any property damage or loss that occurs during such time that IT Company Singapore's employee(s) is on the Customer’s work facility.

  • Provide computer passwords and access to IT Company Singapore employees as needed.

  • If the Customer wishes to re-engage the services of IT Company Singapore within 12 months from the end of the Term, IT Company Singapore and The Customer shall enter into a new contract of which these Terms and Conditions together with any amendments or alternations thereto or any reissue thereof shall be incorporated. The customer is required to refer to IT Company Singapore any inquiry for direct negotiations with the Client or negotiations with the Client through any other party for a period not exceeding twelve months from the date of the ending of the Client contract or any extension thereof.

  • For conducting the project, the Client shall nominate a contact person (project manager) who has the competencies required to coordinate the project at the Client’s and is authorized to make the necessary decisions, and is the sole person authorized to report errors and problems. If the project manager is not the subject-matter contact person at the same time, such contact person shall be appointed as well.

  • When the services are already progressing and if the ‘single point of contact’ changes, then per hour charges may apply for re-presentation or reassessment of the project.

  • Individual organization concepts and programs shall be developed contingent upon the type and scope of binding information, documents, and aids made available by the Client in due time and to the full extent. This also includes test data fit for use in practice as well as sufficient testing opportunities which Client shall make available in due time, during regular business hours and at Client's own expense. If the system made available by the Client for testing is in live operation, the responsibility for live data lies exclusively with the Client.

  • Delays by Client in duly collaborating in program creation are it in providing documents or testing possibilities, verifying, and submitting preliminary and detailed concepts, etc., shall release IT Company Singapore from accountability for any time, delays resulting therefrom. This shall also apply to information, requirements or documents changed subsequently.

  • Extra expense and effort incurred by IT Company Singapore on account of such circumstances shall be charged to the client at the applicable hourly rates. Services provided timeline may extend for unforeseen reasons therefore we only present this timeline as an estimate only.

WARRANTY OF SERVICES

Any warranty offered by IT Company Singapore for Services provided herein shall be set forth in the SOW. In the absence of any warranty stated in the SOW, IT Company Singapore warrants that all Services performed pursuant to this Agreement will be performed in accordance with the general standards to this Agreement will be performed in accordance with the general standards and practices of the information technology industry in existence at the time the and practices of the information technology industry in existence at the time the Services are being performed.
IT Company Singapore doesn’t provide the “software testing” service in fixed quote price unless otherwise agreed upon but it will be strictly client’s responsibility to fully test the site and its functionality on every phase that is 10 days of handover. Delays by Client in duly collaborating in program creation, or in providing documents or testing the software etc., shall release IT Company Singapore from accountability for any time delays resulting there from. Every (phase) end product has to be accepted in writing within the agreed timeframe, which is within 10 days of handover unless agreed otherwise.
IN THE EVENT THAT THERE IS NO WARRANTY SET FOR THIN THE SOW, THE FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED, ORAL OR WRITTEN, CONTRACTUAL OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT APPLICABLE.

LIMITATION OF LIABILITY

The Customer agrees that IT Company Singapore shall not be liable to The Customer, or any third party, for:

  • Any liability claims, loss, damages, or expense of any kind arising directly or indirectly out of services provided herein for;

  • Any incidental or consequential damages, however, caused and The Customer agrees to indemnify and hold IT Company Singapore harmless against such liabilities, claims, losses, damages (consequential or otherwise) or expenses, or actions in respect thereof, asserted or brought against IT Company Singapore by or in right of third parties or for;

  • Any punitive damages. For the purposes of this Agreement, incidental or consequential damages shall include, but not be limited to, loss of anticipated revenues, income, profits or savings; loss of or damage to business reputation or good will; loss of Customers; loss of business or financial opportunity; or any other indirect or special damages of any kind categorized as consequential or incidental damages under the laws of laws of the country where the business of the customer belongs to, IT Company Singapore's liability for any damages here under shall in no event exceed the amount of fees paid by The Customer to IT Company Singapore as of the date the alleged damages were incurred.

Ensure that it is valid and adequate Customer’s and Employer’s Liability Insurance remain in force throughout the duration of the Agreement.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other, its employees, principals (partners, shareholders or holder so fan ownership interest, as the case maybe) and agents, from and against any third-party claims, demands, loss, damage or expense relating to bodily injury or death of any person or damage to real and/or tangible personal property directly caused solely by the negligence or willful conduct of the indemnifying party, its personnel or agents in connection with the performance of the Services hereunder. To the extent that such claim arises from the concurrent conduct of The Customer, IT Company Singapore and/or any third party, it is expressly agreed that IT Company Singapore’s liability shall be limited be the terms and provisions of ‘Limitation of Liability’ herein and that, with respect to any remaining obligations to pay any third party claims, demands, losses, damages or expenses that are not limited by the terms and provisions of ‘Limitation of Liability’ herein, each party's obligations of indemnity under this paragraph shall be effective only to the extent of each party's pro-rata share of liability. To receive the foregoing indemnities, the party seeking indemnification must promptly notify the other in writing of a claim or suit and provide reasonable cooperation (at the indemnifying party's expense) and full authority to defend or settle the claim or suit. The indemnifying party shall have no obligation to indemnify the indemnified party under any settlement made without the indemnifying party's written consent.

EQUAL OPPORTUNITY EMPLOYER

IT Company Singapore is an Equal Opportunity Employer and does not discriminate in recruitment, hiring, transfer, promotion, compensation, development, and termination of its employees on the basis of race, color, sex, age, marital status, national origin, handicap, religious beliefs, veteran's status or other protected category as required by applicable Federal, State, and local laws. The Customer likewise represents that it will not discriminate in the referral or acceptance of Consultants hereunder on the basis of race, color, sex, age, marital status, national origin, handicap, religious beliefs, veteran's status, or other protected category as required by applicable federal, state and local laws.

TERMINATION

  • Termination for Cause

    If either party believes that the other party has failed in any material respect to performing its obligations under this Agreement (including any Exhibits or Amendments hereto), then that party may provide written notice to the other party's management representative describing the alleged failure in reasonable detail. If the alleged failure relates to a failure to pay any sum due and owing under this Agreement or if The Customer makes an unauthorized solicitation of an IT Company Singapore employee under the provisions of ‘Non-Solicitation of Employees’ herein, the breaching party shall have ten (I0) business days after notice of such failure to cure the breach. If the breaching party fails to cure within ten (I0) business days, then the non-breaching party may immediately terminate this Agreement, in whole or in part, for cause by providing written notice to the management representative of the breaching party. With respect to all other defaults, if the breaching party does not, within thirty (30) calendar days after receiving such written notice, either

    • Cure the material failure or

    • If the breach is not one that can reasonably be cured within thirty (30) calendar days, then the non-breaching party may terminate this Agreement, in whole or in part, for cause by providing written notice to the management representative of the breaching party.

  • Termination for Bankruptcy

    Either party shall have the immediate right to terminate this Agreement, by providing written notice to the other party, in the event that

    • The other party becomes insolvent, enters into receivership, is the subject of a voluntary or involuntary bankruptcy proceeding, or makes an assignment for the benefit of creditors; or

    • A substantial part of the other party's property becomes subject to any levy, seizure, assignment or sale for or by any creditor or government agency.

  • Payments Due

    The termination of the Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable.

  • Permitted Delays

    Each party hereto shall be excused from performance hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto in whole or in part, as a result of delays caused by the other party or an act of God, or other cause beyond its reasonable control and which it could not have prevented by reasonable precautions, including failures or fluctuations in electric power, heat, light, air conditioning or telecommunication equipment, and such non-performance shall not be a default hereunder or a ground for termination hereof IT Company Singapore's time of performance shall be enlarged, if and to the extent reasonably necessary, in the event:

    • That The Customer fails to submit information, instructions, approvals, or any other required element in the prescribed form or in accordance with the agreed-upon schedules; of a special request by The Customer or any governmental agency authorized to regulate, supervise, or impact IT Company Singapore's normal processing schedule;

    • That The Customer fails to provide any equipment, software, premises or performance called for by this Agreement, and the same is necessary for IT Company Singapore's performance hereunder. IT Company Singapore will notify The Customer of the estimated impact on its processing schedule if any.

Continuation of Services

IT Company Singapore will continue to perform Services during the notice period unless otherwise mutually agreed upon by the parties in writing. In the event that The Customer provides the notice of termination and directs IT Company Singapore not to perform the services through the notice period, The Customer agrees to pay IT Company Singapore an amount equal to the amount normally due to IT Company Singapore for the notice period. Upon termination by either party, The Customer will pay IT Company Singapore for all services performed and charges and expenses reasonably incurred by IT Company Singapore in connection with the services provided under this Agreement through the date of termination.

ACCEPTANCE

Every service has to be accepted in writing within the agreed timeframe, which is within 10 days of handover, unless agreed otherwise. If client delays in approving a given service, the agreed time schedule shall become invalid and the product submitted for acceptance be deemed accepted. Individually tailored software and/or program adaptations have to be accepted by Client not later than 4 weeks from delivery/supply. Acceptance shall be confirmed by Client in an acceptance report. If Client does not accept a program within 4 weeks, the software shall be deemed accepted. If, during acceptance procedures, Client makes unjustified claims concerning errors or defects, any resulting expense and effort incurred by IT Company Singapore may be charged to the Client in addition to the agreed compensation.

MISCELLANEOUS CLAUSES

  • Non-Restrictive Relationship

    IT Company Singapore may provide the same or similar services to other customers and The Customer may utilize other information technology service providers that are competitive with IT Company Singapore.

  • Waiver

    The rights and remedies provided to each of the parties herein shall be cumulative and in addition to any other rights and remedies provided by law or otherwise. Any failure in the exercise by either party of its right to terminate this Agreement or to enforce any provision of this Agreement for default or violation by the other party shall not prejudice such party's rights of termination or enforcement for any further or other's default or violation or is deemed a waiver or forfeiture of those rights.

  • Force Majeure

    Neither party will be liable to the other for failure to perform its obligations hereunder if and to the extent that such failure to perform results from causes beyond its control, including and without limitation: strikes, lockouts, or other industrial disturbances; civil disturbances; fires; acts of God; acts of a public enemy; compliance with any regulations, order, or requirement of any governmental body or agency; or inability to obtain transportation or necessary materials in the open market.

  • Notices

    All notices required under or regarding this Agreement will be in writing and will be considered if delivered personally, mailed via registered or certified mail (return receipt requested and postage prepaid), given by facsimile (confirmed by certification of receipt) or sent by courier (confirmed by receipt) addressed to the above given address.

  • Severability

    If any term or provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement will not be affected.

  • Captions

    The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

  • Entire Agreement

    This Agreement and the SOW(s) and/or CAO(s) incorporated herein constitute the entire agreement between the parties and supersede any prior or contemporaneous communications, representations, or agreements between the parties, whether oral or written, regarding the subject matter of this Agreement.

  • Amendments

    This Agreement and the Exhibits may be amended only by an instrument in writing executed by the parties hereto. Any written work order submitted by The Customer shall not amend the terms of this Agreement and will only be considered

    • A statement of the work to be performed;

    • Set forth any deadlines or schedules

    • Additional fees to be charged, if any, for any out-of-scope work or services stated on the work order.

Fair Usage Policy

This Fair Use Policy ("Policy") forms an integral part of Our Standard Terms and Conditions. All terms defined in the Standard Terms shall apply to this Fair Use Policy.

  • Scope

    This Policy governs the usage of any service ("Service") provided by IT Company Singapore.

  • Purpose

    The purpose of this Policy is to ensure responsible use of IT Company Singapore's Services by customers, thereby facilitating the delivery of high-quality, safe, and secure services to You and Our other customers. This Policy outlines Your responsibilities when utilizing IT Company Singapore's Services, including internet access, and the consequences of unreasonable usage.

  • Application of Fair Usage Policy

    By agreeing to the terms and conditions of IT Company Singapore, customers acknowledge and accept that any Fair Usage Policy implemented by the Company's service providers shall automatically apply to them. This includes, but is not limited to, Fair Usage Policies enforced by third-party providers of SIM hosting, email hosting, and Google and Microsoft licenses. By agreeing to IT Company Singapore's Fair Usage Policy, customers also agree to abide by the Fair Usage Policy of the Company's service providers.

  • Prohibitions

    The Standard Terms also include prohibitions on using the Service unlawfully or in ways deemed breaches of the agreement.

  • Definition of Unreasonable Use

    Your use of a Service is considered unreasonable if it falls under either of the following criteria:

    • Unintended Use: Using IT Company Singapore's Service contrary to its intended purpose, including but not limited to:

      • Utilizing the Service in a manner deemed unconventional by a reasonable person.

      • Employing the Service for commercial purposes or re-supplying to another person without appropriate authorization.

      • Utilizing devices for automated dialing or calling without human intervention.

      • Misusing SIM cards intended for specific purposes in incompatible devices.

      • Engaging in bulk messaging, auto-dialing, continuous call forwarding, or machine-to-machine communication without authorization.

    • Unacceptable Use:Employing the Service in a manner that poses risks to the performance, security, or integrity of any network or system, including IT Company Singapore's own. This includes:

      • Causing interference, disruption, congestion, or sub-optimal performance of any system or network.

      • Creating risks to the security or integrity of any system or network through actions such as overloading, flooding, probing, scanning, or testing vulnerabilities.

  • Internet Usage

    If IT Company Singapore's Service provides internet access, You must ensure that Your usage complies with this Policy, and You are responsible for all associated risks.

  • Enforcement

    IT Company Singapore reserves the right to enforce this Policy at Our discretion and on a case-by-case basis. We may contact You to notify You of any breach, and in cases of breach, We may:

    • Suspend or limit the Service, or any of its features, as We deem necessary.

    • Terminate Your agreement in accordance with the relevant provisions of the Standard Terms and Conditions.