General Terms & Conditions
Updated: 31 AUGUST 2018
1 THIS AGREEMENT
i. Zero Mobile Pte. Ltd. is a Mobile Virtual Network Operator or MVNO that is licensed by Infocomm Media Development Authority to provide mobile telephony services (“Our Service” “Our Product”) in Singapore. Zero Technologies Pty Ltd is a Software Development Company that develops, manages and maintains various software platforms used to provide Our Service to You. The parties to This Agreement are Zero Mobile Pte. Ltd and any other subsidiary, affiliate, assignee, and related company of Zero Mobile Pte. Ltd (“We “Us” “Our”) and You, with (“You” “Your”) being the applicant, subscriber or the end user. You agree to be bound by these General Terms and Conditions (“Terms” “This Policy” “This Agreement”) in order to enjoy the use of any of Our services. You agree that We may modify Our Terms and notify You, where required, in accordance with This Policy at any time. You accept and agree that it is Your obligation to review these, and any other Terms We may release by reference to, and/or incorporation into, This Policy periodically, and that Your continued use of Our Service will be deemed acceptance of Our modified Terms at any time.
ii. This Agreement incorporates the General Terms and Conditions, Privacy and Data Protection Policy, Critical Information Summaries, Fair Usage Policies and Other Policies as may be introduced and incorporated from time to time.
iii. You agree that if You are unable to obtain any General Terms and Conditions, Privacy and Data Protection Policy, Critical Information Summaries, Fair Usage Policies and Other Policies from our Website or Our Mobile App, You will request that information from Us and We will provide it to You within 7 days of receiving that request.
iv. This Agreement commences from the time You make an application for Our service with Us.
v. In the event of an inconsistency between this General Terms and Conditions and any other policy or part of This Agreement, the General Terms and Conditions prevail to the extent of that inconsistency, unless expressly stated otherwise.
vi. You agree that it is Your responsibility to ensure that You and any other person You permit to use Our Service complies with, and is bound by, the Terms as if they were You.
vii. Any reference in This Agreement to You committing or doing an act also includes any attempt to commit that act.
2 OUR SERVICE
i. Our Service(s), also referred to as Our Product(s); includes:
a. Standard Mobile Telephone Service in Singapore provided by Zero Mobile Pte. Ltd; and
b. Our Software, including Our Mobile App with evolving functionality, billing systems, and other software and systems provided and managed by Zero Technologies Pty Ltd.
ii. Any reference to Your Service in This Agreement is a reference to:
a. Your mobile number or your mobile service specifically; and/or
b. Your access to Our Mobile App.
3 MINIMUM TERM
i. There is no minimum term of use for Our Service; and
ii. Further to Clause 3 (i), You accept and agree that there is a minimum cost attached to Our Service. You can find this cost:
a. On Our website where the details for the product is provided; or
b. In the Critical Information Summary for that Service; or
c. During the signup process.
iii. For indicative purpose only, the minimum costs typically includes any signup fee, pro-rated charges and one month’s subscription cost.
4 ACCESS TO OUR SERVICE
i. We will not accept Your application unless You provide Us with:
a. Your personal details: including Your name, date of birth, address and/or other identification details;
b. Valid documentary evidence relating to Your personal details; and
c. Valid payment details.
ii. You agree that We will not accept Your application when:
a. We are unable to verify Your identity or any other information that You have provided Us; or
b. We are unable to determine Your creditworthiness and Your ability to pay Your account on time; or
c. You refuse to provide Us with any further information that We request in accordance with these Terms or to carry out Our obligations under relevant applicable laws and regulations in Singapore; or
d. We do not have sufficient services available to activate in any given period.
iii. You agree that upon acceptance and approval of your application by Us, We have the right to activate your service and start billing You for that service in accordance with This Agreement, and:
a. Immediately upon Us shipping Your SIM card to Your address; and
b. If You request Your number to be ported, We have the right to port Your number to Our Service at any time upon receiving the relevant porting information from You.
iv. You understand, accept and agree that Our Service is provided for reasonable ordinary personal, non-commercial and private use only. It is not available for use for any businesses, corporations or commercial purposes, unless explicitly stated otherwise. We may refuse to accept Your application if:
a. You refuse or deny Your consent to any of Our Terms;
b. We believe, or have a reason to believe, at Our sole discretion, and for whatsoever reason, without any justification owed to You or to a third party, that You are not Personal User or are likely not to be a Personal User;
c. You do not meet the criteria We set from time to time to join Our Service;
d. We become aware of any adverse information relating to Your ability to obtain and maintain credit accounts or Your creditworthiness;
e. We determine that You have, or are likely to have an excessively high usage pattern, in breach of Our Fair Usage Policy;
f. You breach, or in Our opinion are likely to breach, a substantial clause in This Agreement;
g. For any other reason, at Our sole discretion, without giving any reason to You.
v. If We refuse Your application in accordance with Clause 4 (iv)(g), without any specific reason or justification to You, then We may, at Our sole discretion, refund any signup fee paid by You to Us within 14 days of that refusal.
5 YOUR RIGHTS TO USE OUR SERVICE FOR REASONABLE PERSONAL USE ONLY
i. Upon acceptance of Your application by Us and verification of Your information to Our satisfaction, We will proceed to activate Your Account.
ii. You must use Our Service in accordance with Our Fair Usage Policy; and
iii. You must use Our Service for reasonable ordinary personal, non-commercial, private use as a Consumer only.
iv. We may, at Our sole discretion, and subject to the requisite notice requirements as per This Policy, discontinue Your access to Our Service if:
a. You breach, are deemed to have breach by Us, or are likely to breach, at Our sole discretion, Our Fair Usage Policy;
b. You refuse or withdraw Your consent to any of Our Terms at any time;
c. We believe, or have a reason to believe, at Our sole discretion and for whatsoever reason, without any justification to You or to a third party, that You are not a Personal User or are likely not to be a Personal User;
d. You do not meet the criteria We set from time to time to join Our Service;
e. We become aware of any adverse information relating to Your ability to obtain and maintain a credit account;
f. Your creditworthiness in general;
g. You are late in the payment of Your accounts on 2 occasions or more in any 12 month period;
h. You have excessively high usage pattern that is inconsistent with the average usage of a typical consumer in Singapore;
i. Where Your usage is more than double the average usage in Singapore based on reported industry statistics or that Your usage is not in line with Our Fair Usage Policy; or
j. You breach, or in Our opinion are likely to breach, a substantial clause in This Agreement.
v. You understand, accept and agree that although We will take all due care to provide You with the best service possible, the quality of Customer Service Standards We provide to You during the beta stage may be of a lower standard than the current market standard in Singapore; and
vi. Insofar as the Customer Service Standards exist, You understand, accept and agree that the lower standard may result in longer waiting times or lengthier processes relating to:
a. Service activation;
b. Resolution of disputes;
c. Resolution of any technical issues;
d. Cancellation of services;
e. Communication between You and Us in general.
vii. For the sake of clarity, Our non-compliance with Customer Service Standards as per clause 5 (v) & (vi) shall not affect Your ability to use Our mobile service, unless a breach of This Agreement by You has occurred or is deemed likely to occur by Us.
6 SERVICE LIMITATIONS
i. You understand, accept and agree that:
a. We only provide international dialing using the 1516 prefix dialing from Your mobile phone in Singapore; and
b. Prevailing international call rates apply for such calls; and
e. You can view these rates on website before making any calls.
i. You understand, accept and agree that We do not offer any international roaming. This means that You will not be able to use Our Service when traveling outside of Singapore.
7 OPT OUT FROM REWARDS PROGRAMS
i. You may, at Your own discretion and at any time of Your choosing Switch-off or Opt-out from:
a. Any rewards or incentive programs that We offer from time to time, such as:
(i) Invites, Our program that provides You with ongoing incentive when You invite people ;
(ii) Shoutouts , Our program that allows You to receive deals and offers near You; and
(iii) Marketplace, Our program that allows You access Our marketplace; and
ii. You may do so by simply changing Your preferences on Our app; and
iii. You understand, accept and agree that if You choose to Switch-off or Opt-out of our Rewards program at any time, You will immediately lose any credits, bonus, incentives or rewards that You may be receiving from Us or are entitled to receive from Us in future.
8 WHEN WE MAY SUSPEND OR TERMINATE YOUR SERVICE WITH NOTICE
i. We may suspend or terminate your service after issuing a 7 days’ notice to You requesting that You port Your Service to another Licensee if, for any reason, We are unable to continue to provide Our Service to You; or
ii. We may discontinue Your access to Our Service with 7 days' notice if:
a. You refuse or withdraw Your consent to any of Our Terms at any time;
b. You breach, or solely in our opinion are likely to breach, any Clause of Our Fair Use Policy;
c. We believe, or have a reason to believe, at Our sole discretion and for whatever reason without any justification owed to You or a third party, that You are not Personal User or are likely not to be a Personal User;
d. You do not meet the criteria We set from time to time to use Our Service;
e. We become aware of any adverse information relating to Your ability to obtain and maintain credit accounts and Your creditworthiness;
f. You are late in the payment of Your account on 2 or more occasions in any 12 month period;
g. You have excessively high usage pattern, where Your usage is in breach of Our Fair Usage Policy;
h. You breach, or in Our opinion are likely to breach, a substantial clause in This Agreement.
9 WHEN WE MAY SUSPEND OR TERMINATE YOUR SERVICE WITHOUT NOTICE
i. We may, without any notice to You, discontinue Your access to Our Service if:
a. You create, or are likely to create, any harm to Our network, software platform or other critical infrastructure or person;
b. You defraud Us;
c. You breach, or are likely to breach, any material Clause of Our Fair Use Policy;
d. You become insolvent i.e. bankrupt;
e. You cease to exist i.e. die;
f. We are under direction from any relevant regulatory authority, law enforcement body, court of competent jurisdiction or any other competent authority to do so.
10 HOW CAN YOU DEFRAUD US
i. You can Defraud Us if:
a. You provide Us with any false or inaccurate information relating to Your identification, name, date of birth, address, legal status or any other information You provide in order to gain access to Our Service;
b. You provide Us with payment details that do not belong to You or any other payment details that You had no authority to use;
c. You do not use the service for reasonable ordinary personal non-commercial use as a private consumer;
d. You manipulate Our software, or use any other means to manipulate Our software, including Our Mobile App in any way;
e. You use the service for any commercial reason as per Our Fair Usage Policy, including but not limited to:
(i) SIM Boxing;
(ii) Call termination by machine.
ii. If You defraud Us, You agree that:
a. We will disclose any information relating You or Your account to any relevant authorities, including but not limited to the Singapore Police Force, for investigation, and where appropriate for prosecution; to Your detriment;
b. You indemnify Us from any and all losses, including legal costs, enforcement costs, wholesale carrier costs or any other costs that We have incurred or that We may incur because of You;
c. You will personally and directly be liable to Us payments based on the Commercial Rate of Usage in our Fair Usage Policy, regardless of the fact that if We choose to exercise Our right for investigation or prosecution or not, as long as We can reasonably establish Your fraudulent behaviour to You.
11 BILLING AND PAYMENTS
i. As a low cost service provider, it is critical for Us maintain low rate of payment delinquency and ensure that Our subscribers pay within Terms of This Agreement so they can continue to enjoy Our Service;
ii. You understand and agree that:
a. We will issue Your bill digitally to You at Your relevant billing cycle. You will be able to access Your subscription costs, usage information and any other relevant information from:
(i) Our website; and/or
(ii) Our Mobile App.
b. We will issue Your invoice monthly to You, unless Your plan specifies a varied billing cycle;
c. Your payment is due on the date your invoice is issued, also referred to as Your Payment Date;
d. In certain circumstances, not all usage may be billed immediately in the next billing cycle;
(i) If that happens, any charges will be billed to you on any subsequent invoice; and
(ii) The charges are due and payable as any other applicable charges in This Agreement.
e. A valid form of payment is defined as a valid, unexpired and active credit card or debit card (MasterCard or Visa only) issued directly to You under Your name or to someone else from whom You have obtained their full authority and consent to use the card for payment on Your account;
f. You will maintain a valid form of payment on Your account, with sufficient funds, at all times. Valid forms of payment are:
(i) MasterCard Debit Card
(ii) MasterCard Credit Card
(iii) Visa Debit Card
(iv) Visa Credit Card
g. We can charge any billed amount of money, which is not disputed by You in good faith, on the payment date by directly withdrawing the billed amount from Your provided form of payment;
h. Your first invoice will be issued immediately upon the activation of your service and before a full month has passed since the activation of Your Service and that it may include pro-rata subscription charges in-line with Our wholesale billing cycle;
i. We may issue You with an interim invoice at any time if:
(i) We consider Your usage to be exceptionally high;
(ii) You have reached the credit limit We determine for You from time to time;
(iii) If We have any doubts about Your ability to meet Your credit obligations;
(iv) In any other case where We determine there to be a specific credit risk with You;
iii. It is Your obligation to inform Us if Your payment will be late and make an alternative payment arrangement before the payment is due;
iv. We may approve or reject your request at Our sole discretion;
v. If We approve Your request for extension, You will incur a Late Payment Fee of $10, which We may waive at Our sole discretion on a case by case basis depending on the circumstances of the delay and the frequency of the delays on Your account;
vi. If We reject Your request your payment arrangement request, the full outstanding amount is due and payable on the original date when it was due and payable.
vii. If You do not have an approved payment arrangement in place and We fail to successfully charge the billed amount to the payment form that You have provided Us, You will incur a Failed Payment Fee of $5 on each attempt We make to charge You, up to a maximum of three times in any billing cycle. We will continue to make attempts to charge the outstanding balance to You, until the full outstanding balance has been received. However, the Failed Payment Fee of $5 on each attempt will apply after the following three attempts:
a. On Your Payment Date;
b. 24 hours after Your Payment Date; and
c. 48 hours after Your Payment Date.
viii. In order to avoid the Failed Payment Fee, you must contact us at least 3 working days before the Payment Date and request an alternative payment arrangement; and
ix. We may, at our sole discretion, approve such an arrangement by taking into account, but not limited to:
a. Your previous payment history;
b. Our total credit exposure; and
c. Our total credit risk.
x. If Your Service is suspended at any time, Your monthly subscription costs continue to apply and You will incur a Reconnection Fee of $30 for Us to reactivate Your service. The full outstanding balance, including any Failed Payment Fee and Reconnection Fee; must be paid by You before we will reconnect your Service;
xi. If We do not receive the full outstanding payment or We do not have an active payment arrangement, that is approved by us, in place within 48 hours of Your Payment Date, We may, at Our sole discretion, disconnect Your Service permanently at any time after that without any further notice to You;
xii. If We disconnect Your Service for non-payment, You will incur a Disconnection Fee of $10, on top of the shortfall of any other total minimum costs related to Your Service;
xiii. If We disconnect Your Service for non-payment, You will immediately be liable for the full outstanding amount including any Failed Payment Fee, Disconnection Fee, the full subscription charges until the end of the next billing cycle and shortfall of any other total minimum costs ,if any, to Your Service;
xiv. If We disconnect Your Service, You will immediately lose any Signup Fee, Registration Fee or any other one-time fee that You have paid to Us; and any credits, bonus, incentives, rewards or other benefits that You may be receiving from Us or are entitled to receive from Us;
xv. If We disconnect Your Service and Your do not pay us the full outstanding balance immediately, You accept that we may issue legal proceedings against you with no further notice to recover the full outstanding balance at your expense. You understand that you will incur further costs which you must pay to Us;
xvi. Zero Mobile Pte. Ltd. has assigned certain billing rights to Zero Technologies Pty Ltd. Any amount owed to Zero Mobile Pte. Ltd., will be billed and charged to You by Zero Technologies Pty Ltd – UEN: T17FC0170J & GST Reg No: T17FC0170J. You must pay them directly for any charges that they bill You for Us;
xvii. All Our charges include GST at the mandated rate of 7% in Singapore, where required and applicable. The GST on any rebates, credits, discounts or incentives will be calculated based on the rate that applied to the original charge.
Mistakes, Errors and Omissions
xvii. Even with all the due diligence and care, there may be occasions where we make an honest mistake when providing you with our prices, terms or other important information. This happens when we provide you with prices, terms or other important information when we didn’t intend to erroneously. If this happens, as soon as we become aware of the mistake, we will in good faith immediately:
a. Inform you of Our mistake;
b. Give you the specific details of Our mistake;
c. Correct Our mistake and provide You the correct prices, terms or other important information; and
xviii. You may:
a. Accept the corrected prices, terms or other important information and continue to access the product; or
b. Reject the corrected prices, terms or other important information and get a refund from Us for any fees or charges that You have paid Us in relation to the mistaken Product or Service; and
c. If you already have access to the Product or Service, You agree that we will disconnect your access to the Product or Service immediately; or
d. If you do not yet have access to the Product or Service, You agree that we will immediately stop any further acts towards giving you access to that Product of Service.
xix. Even with all the due diligence and care, there may be occasions where we make an honest mistake when billing You. This happens when we erroneously bill at a rate that is different to a rate from This Agreement. If this happens, and
a. You notice this error;
(i)You must notify Us of the error immediately, irrespective of the fact if we have billed you at a lower rate or a higher rate that the rate in this Agreement; and
(ii)We will investigate it within 30 days; and
(1) Apply a credit to Your account on Your next invoice if we have overbilled your; or
(2) Invoice you for the difference of the amount if we have under-billed you in your next billing cycle.
(3) You agree that upon being notified of the error and Us issuing You an invoice, you will pay the charges, without dispute, within the payment terms of This Agreement.
b. If we notice this error, we will investigate it and notify you of the error 30 days, and:
(i) Apply a credit to Your account on Your next invoice if we have overbilled your; or
(ii) Invoice you for the difference of the amount if we have under-billed you in your next billing cycle.
(iii) You agree that upon being notified of the error and Us issuing You an invoice, you will pay the charges, without dispute, and within the payment terms of This Agreement.
xx. On some occasions, due to various reasons, certain Usage information from the MNO may not be available to Us immediately resulting in You not being billed for those charges. If instances where this occurs, You agree that;
a. We will invoice for that Usage in the next billing cycles after receiving such Usage information;
b. You will pay those charges, without dispute, and within the payment terms of This Agreement.
c. Charges Disputed by You
xxi. If You wish to dispute or contest any charges, whether You have paid them or not, You must do so as soon as possible but within 12 months from the date of issue of Your invoice;
xxii. We will review Your dispute and accept or reject Your request in writing within 30 days of receiving it;
xxiii. If We accept Your request, We will credit the accepted amount on Your next invoice;
xxiv. If We reject Your request, You are required to pay the full disputed amount to Us immediately, together with any interest;
xxv. Interest is calculated based on the amount of since raising the dispute and the day that You will make the payment to Us at the Prime Lending Rate as mandated and published by the Monetary Authority of Singapore in the month and year that the dispute was first reported to Us.
12 DISPUTE RESOLUTION
i. For the purpose of Dispute Resolution, any references to “We” or “Us”, means Zero Mobile Pte. Ltd., Zero Technologies Pty Ltd and any of its parent, affiliate, subsidiary companies, and each of their respective officers, directors, employees, representative, contractors, suppliers and/or agents.
ii. In the event of dispute, complaint or to contest any charges, You must first give Us an opportunity to address and resolve the matter internally by mutual agreement to Your satisfaction. You may do so by simply raising a request via Your Account and allow Us 30 days to investigate Your request and resolve it.
iii. If We fail to resolve the matter by mutual agreement within 45 days, at any time after that, You may:
a. Refer the matter to the Small Claim Tribunal, if the matter falls within their jurisdiction;
b. Consent to jointly submit the matter to Singapore International Arbitration Centre for resolution; or
c. Submit the matter for consideration to any Court of Competent Jurisdiction in Singapore.
iv. You acknowledge and accept that, regardless of the method used to resolve the matter, We reserve the right to issue any interlocutory proceedings for urgent relief and in exercise of any other rights We have under This Agreement or the Laws of Singapore.
v. You further acknowledge that this does not expressly limit any rights We may have under the Laws of Singapore to issue legal proceedings against you for any monies owed by Your to Us.
13 INFORMATION MANAGEMENT
i. In order to provide You with Our Service, it is necessary for Us to gather information relating to You. Some of this information is required to comply with regulatory requirements whilst the rest is necessary to provide You with Our Service. We handle all Your Personal Information in accordance with the Personal Data Protection Laws in Singapore and Our Privacy and Data Protection Policy. We use industry standards to keep it safe and secure.
Information You Provide Us
ii. This is information that You provide Us when You register for Our Service, update Your details or otherwise interact with Us. This includes:
a. Any information, including information relating to Your name, date of birth, identity, address, email, phone number, username, password, payment details or any other relevant information and any documentary evidence thereof that You have provided Us during the registration process;
b. Your express, implied and ongoing consent to all Our Terms, Conditions and Polices;
c. Any information that You provide when You contact Us or We contact You;
d. Any interaction You have with Us via Our Mobile App;
e. Any information We receive when You allow Us access to Your address book or location, depending on Your preference to use various features in Our Mobile App.
f. Information Generated Automatically When You Use Our Service
iii. Certain information is generated automatically when You use Our Service. This is dependent on the features You use, Your settings on Our Mobile App, and the permissions You give Us on Your device. This includes:
a. Your referrals. We may gain access to the name, contact number or other details of anyone you may refer to use Our Service and link them back to Your account for the purpose of providing you and them with any credits, benefits or rewards that you or they may be entitled to.
b. Information about Your location. We will require access to precise or approximate location information of Your device from time to time in order to provide You with the Shoutouts functionality on Our Mobile App. This functionality delivers relevant content to You from near You based on the location of Your device at any given time. You may choose to disable this feature directly on Our Mobile App or turn off location information for Our Mobile App on your device and not receive any content from Us. This will have an adverse impact on Your ability to gain ongoing rewards and credits from Us;
d. Information about Your device. We will collect information about the devices You use to access Our Service. This includes any information about the hardware models, operating systems and versions, software, file names and versions, preferred languages, unique device identifiers, advertising identifiers, serial numbers, device motion information, and IMEI.
e. Log Information. When You interact with Our Service, We may collect information logs about Your IP address, dates and times when You access Our Service, Your usage pattern of Our Mobile App, service interruptions, preference for web browsers and information about any other services You may be interacting with.
f. Information about Your mobile usage. You will use Our Service to make & receive calls, send & receive SMS and connect to the internet. We will receive log information about Your usage. We will use this information to bill You each month. We may also use this information to provide You with better and more relevant content on Our Mobile App. We may further use this information for providing You support, improve Our Service to You, and for analytics.
Information We obtain for third parties
iv. Information from other sources includes:
a. Our MNO carrier, partners, suppliers or other service providers We use to manage Our Service that We provide to You;
b. Credit management and reporting agencies;
c. Financial institutions and payment service providers;
d. Any publicly available information about You;
e. Any information that Your family or friends provide to Us about You.
v. We may combine information from all these resources in Our possession to create a singular profile about You in order to:
a. Meet regulatory requirements;
b. Provide You with the services that You have asked Us to;
c. Verify Your identity;
d. Process payments from You;
e. Provide You with support when You need it;
f. Enable communication between You and others;
g. Provide You with better and more relevant content and service;
h. Provide You with offers and rewards;
i. Conduct research and development; and
j. Use in connection with any legal proceedings.
14 OUR SOFTWARE
i. Software that is relevant to this part of the Terms includes Our:
b. Billing system;
c. Online account management system;
d. Mobile app; and/or
e. Any other software We may use from time to time to provide Our Service to You.
ii. You understand, accept and agree that:
a. You must download Our Software, updates, patches, modifications or other utilities on Your compatible mobile device in order to continue using Our Service;
b. Subject to Your ongoing compliance with Our Terms, We grant You a limited, personal, revocable, non-transferable, non-sub licensable, non-exclusive license to use Our software solely for the purpose stated by Us at the time Our Software is made available to You;
c. You must not licence, on-sell, rent or charge money to others for its use or access by others;
d. You must not do or attempt to translate, reverse engineer, reverse compile or decompile, disassemble, or otherwise attempt to discover the source code of the Our Software;
e. You must not make, or attempt to make, any derivative works from or of Our Software;
f. You must not modify Our Software or use it for any other unintended purpose;
g. Any third party software, features or functionality that We may provide You shall be subject to their respective Terms and Conditions. By agreeing to these Terms, Your consent to any third party Terms and conditions is also implied;
h. We and any relevant licensees, copyright owners or intellectual property owners expressly reserve ownership of all intellectual property rights that apply to Our software;
i. Any right not expressly granted here is expressly reserved without any implied rights to You;
j. Any license granted to You by Us will immediately terminate, with no notice to You, if You breach any of Our Terms.
15 BETA STAGE
i. From time to time, We will release Our software and services in beta stage. You understand, accept and agree that:
a. Any products or services released in beta stage may have higher or lower number of features and functionality than intended or advertised, unless specifically otherwise stated;
b. The commercial version of any software released in beta stage to be subsequently released, will be done at Our sole discretion;
c. If We release a commercial version of any software that We have released in beta stage, any product or services You subscribe to will be converted to a full commercial version upon the conclusion of the beta stage automatically;
d. We reserve the right to not release a commercial version of any product in beta stage;
e. Any products or services released in beta stage may contain errors, bugs or other limitations which may affect Your ability to use them;
f. By accepting these Terms, the use of any products or services We release in beta stage may be prone to intermittent outages or disruptions that may limit Your ability to enjoy their full use;
g. We specifically disclaim all damages or liability resulting from Your use of any beta stage release products or services that We may provide.
ii. For the sake of clarity, Your mobile service is not part of the beta release. Our beta release includes:
a. Our Mobile App;
b. Our Software for billing You and Your account management tool, both on a desktop computer and Our Mobile App;
c. Software for Invites;
d. Software for Shoutouts;
e. Software for Marketplace;
iii. For the sake of further clarity, any limitations, outages, disruptions, bugs or errors shall not hinder Your ability to use Your mobile phone to access Calls, SMS or data usage.
16 CHANGES TO THIS AGREEMENT
Changes Made During Beta Stage
i. We may amend, vary or supplement any agreement, including the General Terms, Specific Terms, any Fees and Charges, the Billing and Payment Terms, the Prescribed Rate, Privacy and Data Protection Policy and/or any other Terms or conditions relating to any Account or Service) during the beta stage, currently extended to end on 31st December 2019, based on Our observation of usage of Our Service, general rates of credit compliance, Your feedback to Us and any other conclusions We derive from further research without any direct notice to You. We will update these Terms by simply updating them on Our website or by any other means, in accordance with This Agreement, where We can reasonably expect to draw your attention to. We generally classify any changes make in categories where:
a. The amended Terms do not alter Your rights in a substantial manner;
b. The amended Terms may affect You adversely but not in a substantial manner;
c. The amended Terms do not alter Your rights at Your own detriment;
d. The amended Terms improve Your rights;
e. We are not restricted by any relevant laws and regulations from doing so.
ii. We will determine that an amendment is to Your own detriment when You are an existing user of Our Service that has used and paid for Our Service for a minimum of one full billing cycle and We consider any changes made to have more than a minor impact to Your rights.
iii. For the sake of clarity, the following Terms are considered to affect Your rights in a substantial manner and 7 days’ notice in writing shall be provided to You before amendments are made to:
a. Subscription charges;
c. Any other additional charges or fees;
d. Credit payment terms;
e. Monthly billing cycle;
f. Quality of service standards;
g. Service termination and suspension rights; and
h. Any credits, bonuses or incentives that are offered to You by Us.
iv. Any notice referred in Clause 16 (iii) above may be provided to You by means of:
a. an email;
b. sending it to You in writing by regular post;
c. writing a note on Your monthly invoice,
d. sending notification using Our Mobile Application,
e. sending You a SMS or any other form of messaging with a link to provide You full access to any changes;
f. publishing it on Our website or via any other means We determine that We can reasonably expect to draw Your attention to.
v. You agree that any such notice shall constitute good and sufficient notice to You and shall be deemed to have been received by You on the date of such publication, posting or the making public of such notice.
vi. If You do not agree with any amended Terms as per Clause 16 (iii), You may give Us notice within that 7 day period to cancel Your Service to take effect prior to the last day of Your billing cycle. If You give notice to cancel, then:
a. You only have to pay Us the subscription charges and any other relevant charges that You have incurred with Us until the end of that billing cycle;
b. Any other outstanding and overdue amounts that You owe to Us; and
c. You will immediately lose any signup fee, registration fee or any other one-time fee that You have paid Us; and any credits, bonus, incentives or rewards that You may be receiving from Us or are entitled to receive from Us.
17 YOUR INDEMNITY TO US AND THE LIMITATION OF OUR LIABILITY TO YOU
i. You agree to indemnify Us at any and all times against any legal actions, claims, proceedings, costs (including legal costs), liability, losses and damages which are brought against Us, or may be brought against Us, because of:
a. The use of Our Service registered, by Us and for You, causing loss or damage, or any other grounds for a claim loss or damage by a third party;
b. Any damage, disruption, interference caused to Our Service due to any act or inaction by You;
c. Any content; including but not limited to pictures, messages, posts, You publish about Us or about using Our Service that We provide to You;
d. Any changes, modifications, alterations, adjustments or variations You make, or attempt to make, to Our software or other systems operated by Us;
e. Any proceedings We may bring against You to enforce any of Our right the within Terms of This Agreement.
ii. You have no right to sell, or commercially exploit, Our Service in any manner as a private user. If You, or any service subscribed by You and provided by Us, is used for any commercial or business purpose to generate revenue, regardless if it is at a profit or a loss, and including but not limited to; marketing, telemarketing, re-selling, re-billing, on-selling it or wholesaling Our Service, in breach of these Terms or the Laws of Singapore, then You agree that;
a. We are rightfully entitled to all of the revenue You have derived from commercial use or exploitation, or business use, of Our Service; and
b. We are deemed to have been deprived of all the revenue derived from Your business or commercial activity; and
c. We are entitled to ask, and You will immediately provide Us with, any information and documentation relating to such commercial or business activity, including but not limited to the information about Your sales, revenue and client details, whether in Singapore or not; and
d. You will pay Us an amount representing the total amount of revenue from Your commercial or business activity.
iii. You further agree that, at Our sole discretion:
a. We may classify or deem such usage as Fraudulent Usage; and
b. Without limiting any other rights We may have, You will pay Us the Commercial Rates of Usage for any services as stated in the Fair Use Policy; and
c. This usage includes, but is not limited to any, call minutes, SMS or any other usage that You have used; and
d. We may discontinue Your access to Our Service with no notice to You.
iv. If We deem or determine that You have used Our service for a commercial or a business purpose fraudulently, the onus is on You to prove that those services were not used for that purpose.
18 EXCLUSION OF OUR LIABILITY
i. You agree that We are not liable to You for any direct or indirect economic or financial loss or damage (including any loss of revenue or profits, direct or indirect), regardless of cause of the damage or loss, that may result from any breach or failure by Us to perform any of Our obligations under This Agreement. We specifically exclude any liability in:
a. Contract Law;
b. Common law, including the Law of Torts relating to:
(1) Tort of Negligence;
(2) Breach of statutory duty; and
ii. You agree to specifically waive any liability in contract, law of torts or any other applicable Laws for and/or flowing from Our behaviour. This includes:
a. any defect, deficiency, breakdown or failure of any of Our Software, or the incompatibility or unsuitability of any of Our Software in relation to or in conjunction with any other system or equipment, (whether used or operated by You or any other person);
b. 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;
c. any defect or deficiency in or the breakdown or failure of any equipment or system (whether or not maintained or operated by Us or another person), howsoever arising;
d. any defect, deficiency or deterioration in the quality of any signal or data transmitted as part of any Service We provide;
e. any loss, corruption or deletion of any data or information (whether belonging to, provided or stored by You or another person) transmitted to or stored in any system or equipment (whether or not maintained or operated by Us, You or any other person), howsoever caused or arising;
f. any event, the occurrence of which that We are 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, plague, epidemic or quarantine, fire, flood, drought or acts of any government or sovereign, change in any laws, acts of war or terrorism (whether real or perceived), the defaults, omissions or actions of any IMDA Licensee, inclement or extreme weather conditions and acts of God;
g. the disclosure and/or publication by Us of any information or data relating to You, any Service Number (including any Unlisted Service Number) or any Account, howsoever caused or arising;
h. 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 You or any account or transmitted through the use of any service subscribed by or provided to You and/or relating to the use of any such services whether by You or any person and/or provided by You to the another person; and/or;
i. any error, omission or inaccuracy in any information provided by Us whether to You or any person and whether in any publication or as part of or in connection with any Services (including any call tracing service or otherwise); and
iii. In any case whatsoever, Our liability to You whether in contract, Law of Torts (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 Our duty to perform any of Our obligations or duties to You (whether arising under any 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 services 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 Our part or, if the amount of those fees and charges for such period is $0, the amount equal to the total amount of any other fees and charges paid by the You to Us for the same period.
19 NO WAIVER
i. No failure to exercise or enforce, and/or no delay by Us in exercising or enforcing any rights We have under any agreements with You shall operate as a waiver of those rights. Any such failure or delay to act or enforce any rights We have in any way shall not prejudice or affect Our right to exercise those rights at a later time in accordance This Agreement.
20 CONFIDENTIALITY AND NON-DISCLOSURE
i. You shall not, nor shall You attempt to, or allow another person on Your behalf to, disclose any information about any of Your dealing with Us, Your account, Your Account Access details, including Your passwords or PIN, Your offers, rewards and/or benefits You receive from Us; in any public forum, including any social media platforms, online forums and any other publicly accessible means of information, except with Our written consent.
21 ASSIGNMENT OF RIGHTS
You may not assign any rights
i. You shall not, nor shall You attempt to, assign, transfer or give any or all of Your rights, interests and obligations under This Agreement to any third party.
We may assign any rights
ii. You agree and consent, for the purpose of and attaining the requisite threshold of compliance with the Telecommunications Regulations in Singapore and any other applicable laws, that We may assign and transfer any or all of Our rights, interests and/or obligations under This Agreement with You to another Licensee or third party.
iii. Any such assignment or transfer will take effect upon Notice of Assignment being provided to You in accordance with the notice requirements in This Agreement.
iv. If We transfer any or all of Our rights, interest and/or obligations in This Agreement to a third party, then, unless stated otherwise in the Notice of Assignment that We will issue to You, from that point onward:
a. All references made to Us in This Agreement, after such assignment or transfer, will be construed as a reference to the assigned or transferred party; and
b. The assigned or transferred party will be entitled to enforce all rights and may fulfill certain obligations that We have under This Agreement, including collection of monies due to Us or payable to Us in the future.
22 RELEASE FROM OUR OBLIGATIONS
i. You agree and consent, that We will be released from any further obligation or liability to You if We are unable to provide You Our Service for reasons of:
a. Suspension or cancellation of requisite license from the relevant authority to provide Our Service in Singapore;
b. Suspension or termination of Our wholesale supplier agreement(s) with the MNO, thereby denying Us the ability provide Our Service to You; or
c. If We become insolvent and are unable to continue Our operations anymore.
ii. In any event, You consent to Us transferring Your personal information and Your Service to another Licensee at their Terms, Your consent for which is deemed, to avoid or minimise any interruption to Your Service. If this occurs, You agree that:
a. Any outstanding payments to Us are still due and payable to Us; and
b. Any future payments must be paid directly to the new Licensee in accordance with the Terms of their agreement with You.
i. If any term or other provision of This Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or regulations, all other Terms, provisions and conditions of This Agreement shall nevertheless remain in full force and effect; and
ii. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify This Agreement so as to give effect to Our original intent as closely as possible to the fullest extent permitted by applicable Law or regulations and in an acceptable manner.
24 THIRD PARTY RIGHTS
i. Except for the parties mentioned in This Agreement as “Us” and “You”, no person who is not a party to This Agreement has any right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of agreement.
25 LEGAL JURISDICTION
i. This Agreement is made, is subject to and is to be construed in accordance with the laws of the Republic of Singapore.