1.1 In these Specific Terms and Conditions, the following words and expressions shall have the following meanings:
1.1.1 "Equipment" means any equipment (typically , router, modem, or any other device deemed necessary ), which ZONE Telecom Pte Ltd (Reg. No. 200001768Z), known hereafter as ZONE, Nucleus Connect Pte Ltd and/or OpenNet Pte Ltd may provide to you in connection with the provision of the Services;
1.1.2 "NGNBN" refers to the next generation national broadband network infrastructure provided by a third party;
1.1.3 "Premises" means the property bearing the Service Address which is connected to the Network;
1.1.4 "Service Installation Address" refers to the address of the Premises at which ZONE agrees to provide the Services to you. Where the Services are connected through NGNBN, the address must be registered as a correct, existing and valid unit address within the Premises and cannot be an open area or space within the Premises; and
1.1.5 "Services" refer to internet access services (including internet access services over NGNBN and domestic leased circuits (DLC), and where relevant, any value-added Services as may be provided by ZONE from time to time. Where the Services are connected through NGNBN, certain third party’s terms and conditions may apply in addition to these terms and conditions and such third party’s terms and conditions shall supersede these terms and conditions.
2.1 In order to subscribe to the Services, you must comply with the following requirements :
2.1.1 you must be a business or corporate entity registered with the Accounting and Corporate Regulatory Authority of Singapore (ACRA) with a valid Business Registration Number (BRN).
2.1.2 at the time of application, you must not have any outstanding accounts with ZONE that are due and owing; and
2.1.3 you must have a Service Installation Address to which the Services will be provided.
2.2 ZONE will provide the Services to the Service Installation Address as stated in the application/order form or such other Premises as may be agreed to by ZONE from time to time. If you wish to change the Service Installation Address, you must notify ZONE promptly. Charges may apply for amendments.
2.3 You must at all times provide ZONE with such information as may be necessary or desirable for ZONE to provide you with the Services.
2.4 ZONE may decline acceptance of your application at our discretion.
3.1 Without prejudice to Clause 2.4 above, ZONE reserves the right not to accept or proceed with your application if :
3.1.1 the application/order form submitted by you is not duly completed and signed;
3.1.2 you fail to provide the information as stipulated under Clause 2.3 above;
3.1.3 ZONE determines, in its absolute discretion, that ZONE is unable to provide the Services due to any of the reasons as stipulated in Clause 6.5 below; or
3.1.4 ZONE discovers that any facility or resource you are requested to provide as requested and under the operating conditions and specifications stipulated for the proper performance of the Services, or the installation, operation and maintenance of the Services and the Equipment, is not provided as requested.
3.2 When ZONE accepts your application/order form, ZONE will notify you of the commencement date for the provision of the Services and this date will be known as the Ready For Service (“RFS”) date. The RFS date will be specified in the application/order form. ZONE will use its commercially reasonable endeavours to meet the RFS date and shall not be liable if the RFS date is not met due to events outside ZONE’s control, including but not limited to, any third party’s act and/or omission. ZONE reserves the right to change the RFS date without liability.
3.3 If ZONE is unable to provide the Services by the RFS date, then you must accept that part of the Services which ZONE are ready to provide, and pay for the same at our prevailing rate(s), and you will have no other claim against ZONE for our failure to provide the Services before the RFS date.
3.4 If you request to defer the provision of the Services to a date after the RFS date originally agreed to by ZONE, you will be liable to pay a reservation fee at ZONE’s prevailing rate(s). Where the Services are connected through NGNBN, if you request to defer the provision of the Services to a date after the RFS date originally agreed to, your request for deferment shall be deemed an early termination of the Services and you shall be liable to pay ZONE the prevailing early termination Charges which is equivalent to 100% of the monthly recurring Charges for the remaining applicable Minimum Period of Service (“Early Termination Charges”) and any and all other amounts that may be imposed by a third party arising from and in connection with such cancellation (“Third Party Charges”). If you cancel your application for the Services after the RFS date, you shall be liable to pay all Early Termination Charges and where the Services are connected through NGNBN, you shall in addition to such Early Termination Charges, pay ZONE all Third Party Charges.
3.5 If you cancel your application for the Services before the RFS date, you shall be liable to pay ZONE the prevailing cancellation Charges which is equivalent to 100% of the prevailing one-time installation Charges of the Services (“Installation Charges”), regardless of whether such Installation Charges are waived or discounted. Where the Services are connected through NGNBN, if you cancel your application for the Services before the RFS date, your cancellation shall be deemed an early termination of the Services, or a relocation of the Services, to be determined by ZONE at its sole discretion, and you shall be liable to pay ZONE all Early Termination Charges and Third Party Charges.
3.6 If you request a change of the circuit terminating point and this results in a change of original serving Distribution Point (“DP”) or serving node, that request will constitute a cancellation of your application for the Services, and you will be liable to pay ZONE’s prevailing cancellation Charges as set out in Clause 3.5 above and where the Services are connected through NGNBN, in addition to such cancellation Charge, you shall be liable to pay any and all amounts imposed by a third party arising from and in connection with such cancellation.
3.7 If your request for a change of the circuit terminating point results in re-wiring of any completed wiring work from the original serving DP or serving node, you will be liable to pay our prevailing Charges for the rewiring.
3.8 If you wish to subscribe to the Services which at a location whereby ZONE does not have in place the resources to support the provision of such Services to that location (“Remote Location”), the following terms will apply :
3.8.1 You must inform ZONE to proceed with survey of the Remote Location to enable ZONE to evaluate the feasibility to activate the Services to the Remote Location and you must pay the prevailing Charges for site survey (“Site Survey Fee”).
3.8.2 ZONE reserves the right to accept or to reject any application for the Services to a Remote Location without giving reasons. Criteria that may be taken into account include but are not limited to :
188.8.131.52 the Remote Location has previously been assessed by ZONE as not being a feasible site for installation or operation of the Services; and/or
184.108.40.206 you have been given quotes for several Service requests, but has not asked ZONE to proceed to install the Services arising from such quotes.
3.8.3 You will secure for ZONE’s personnel or authorised representatives all Remote Location access and usage rights required for ZONE to carry out the survey and the provisioning of the Services.
3.8.4 If, after conducting a Site survey, ZONE determines (in our absolute discretion) that it is feasible to install and operate the Services at the Remote Location, then ZONE will inform you of :
220.127.116.11 the additional costs (“One Time Customisation Charges”), if any, that would be incurred in installing and providing the Services to the Remote Location;
18.104.22.168 an estimated time frame required for the installation of the Services to the Remote Location; and
22.214.171.124 the monthly recurrent charges and one time installation charges for the Services to the Remote Location, (together, the “Quote for the Remote Location Service”).
3.8.5 You must either accept or decline the Quote for the Remote Location Service within the quote’s validity period.
126.96.36.199 If you accept the Quote for the Remote Location Service, the Site Survey Fee will be rebated to you as a credit against the charges payable by you for the Services.
188.8.131.52 If you do not accept the Quote for the Remote Location Service, you must inform us and your application for the Services will be considered null and void. For the avoidance of doubt, you will remain liable for, and not be entitled to any refund of, the Site Survey Fee.
3.8.6 You agree that no right, title or proprietary interest in the resources to or at the Remote Location (for example, equipment, fibres or ducts built) will be vested in you. If you activate cancellation of the Services to the Remote Location after accepting the Quote for the Remote Location Service wherein ZONE consequently proceeded with the provisioning of the Services to the Remote Location, ZONE reserves the right to recover all associated resources to or at the Remote Location with no rebate on the One Time Customisation Charges and you will be liable to pay ZONE’s prevailing cancellation Charges.
3.8.7 ZONE will not be liable in any way to you for any loss, damage or liability incurred or sustained by you caused by or arising as a result of :
184.108.40.206 the rejection of any application for the Services; and/or
220.127.116.11 ZONE’s determination that the Remote Location is not feasible for installation or operation of the Services.
4.1 The Minimum Period of Service for the Services is 24 continuous months where the Services are connected through NGNBN and where the Services are connected through other means, 24 continuous months (or such other period as may be stated in the application/order form), per Internet line from the commencement date as specified in Clause 5.1 below.
4.2 If ZONE agrees to any changes to the Services requested by you (including any upgrade of the Services) or the renewal of the Services, ZONE is entitled to require the Minimum Period of Service to be re-commenced.
6.1 ZONE will provide the Services to you in accordance with the particulars set out in the application form or order form, unless this Agreement is terminated in accordance with the provisions of this Agreement.
6.2 You may request ZONE to change, from time to time, the Service particulars set out in the application form or order form, subject to confirmation and payment of the prevailing administrative fee chargeable by ZONE. In the event of such change, the subscription fees payable and the Service particulars will be amended accordingly. For the avoidance of doubt, you will continue to be liable for the payment of such revised subscription fees pursuant to Clause 12.1 below.
6.3 Except for the Equipment, you are solely responsible for providing all other additional equipment, hardware, software, telecommunications services and power supply necessary to connect to and use the Services.
6.4 Without prejudice to Clause 6.3 above, you acknowledge and agree that unless otherwise agreed to by ZONE in writing, ZONE is not responsible for providing any support, whether technical or otherwise, to any of your networks which is connected to or used in conjunction with the Services.
6.5 You acknowledge and agree that availability of the Services is subject to :
6.5.1 availability of resources, including but not limited to, network availability and ZONE’s area of coverage at the time at which the Services is requested or delivered; and
6.5.2 geographic and technical capacity of ZONE’s Network and its delivery systems at the time at which the Services is requested or delivered; and
6.5.3 provisioning time for the Services and/or the Equipment. Such provisioning time will be determined by ZONE’s discretion and may be changed without liability.
7.1 You are responsible for ensuring your applications, equipment (including your computer(s) but excluding the Equipment which ZONE provides to you in connection with the Services), hardware, software and networks meet the Services’ minimum system requirements as may be determined by ZONE from time to time, and that they are compatible and may properly function and inter-operate with the Equipment and the Services. ZONE will not be liable for any Equipment, Service or network failure or performance degradation resulting from the non-compliance of such requirements.
7.2 You must ensure that all applications, equipment (other than the Equipment which ZONE provides to you in connection with the Services), hardware, software or networks connected to or used with the Services or the Equipment is connected and used in accordance with :
7.2.1 all applicable instructions, safety and security procedures applicable to the use of such applications (or as the case may be, equipment hardware, software or networks); and
7.2.2 instructions, notices and directions as may be determined by ZONE from time to time.
7.3 The Services or the Equipment may not be compatible with certain applications, equipment (other than the Equipment), hardware, software or networks. ZONE will not be responsible for any failure, disruption or interference in the Services or such applications (or as the case may be, equipment, hardware, software or networks) which may arise from your use of the Services or the Equipment in conjunction with such applications (or as the case may be, equipment, hardware, software or networks).
7.4 The Services must not be used to route any private IP addresses unless the Services are connected directly to a customer premises equipment on your Premises. Only public registered IP addresses will be routed if the Services are connected to any other service provider’s network.
7.5 ZONE may, at any time and without any notice to you, temporarily suspend the Services for operational reasons such as repair, maintenance, upgrade or improvement of the Services or because of an emergency. ZONE will restore the Services as soon as reasonably practicable. ZONE may also modify the Services in order to keep pace with the prevailing demands and technological developments, at our discretion and without any notice to you.
8.1 You acknowledge and accept that as with any network, actual downstream speed when using the Services is affected by many factors including without limitation :
8.1.1 overall network traffic condition; and/or
8.1.2 performance and configuration of your computer or equipment connected to the Network; and/or
8.1.3 type of data accessed, whether non-cached or cached data; and/or
8.1.4 location and configuration of the accessed server; and/or
8.1.5 performance characteristics of each component of the data network, the number of users and the extent of all users' compliance with such conditions and requirements as may be determined by us; and/or
8.1.6 copper loop distance, quality and any external copper noise interference; and/or
8.1.7 type of equipment/routers/modem used; and/or
8.1.8 any applications, equipment (other than the Equipment which you provide to you in connection with the Services), hardware, software or networks used by you.
8.2 You further acknowledge that ZONE does not warrant or give any guarantee on data transfer speed or any other aspect of the Services. ZONE hereby excludes all warranties, whether express or implied by law, regarding the use of the Services (including without limitation the accessibility, reliability or accuracy of the Services) and the performance and/or condition of the Network.
9.1 For certain packages, ZONE may assign a User Code and PIN to you to allow you access to the Services.
9.2 ZONE will have the right to withdraw the User Code and/or PIN and forthwith assign a new User Code and/or PIN to you at no extra charge where ZONE have reason to believe the User Code and/or PIN has been discovered and/or used by a person without the knowledge, consent, permission, expressed or implied, of you, your servants, employees or agents and on such other occasion as ZONE will deem necessary in our opinion.
9.3 ZONE will have the right to withdraw the User Code and/or PIN from you :
9.3.1 if this Agreement is terminated; or
9.3.2 where in our opinion you have not complied, is not complying or is likely not to comply with your obligations under this Agreement.
9.4 As Content transmitted through the internet in general is not confidential, ZONE cannot and will not guarantee your privacy or protection. It is your sole responsibility to take all such measures as may be necessary (including but not limited to changing your PIN from time to time) to protect the secrecy of your User Code and/or PIN. You will keep the User Code and PIN confidential and will not reveal or disclose the User Code and/or PIN to any person except to your authorised user(s). You will fully indemnify ZONE against all actions, proceedings, damages, costs, claims, demands or expenses which may be sustained or suffered by ZONE arising out of or in connection with your use of the Services. This obligation set out in this Clause 9 shall survive the termination of this Agreement for any reason whatsoever.
10.1 Customer premises equipment which is not supplied by ZONE will not be supported by ZONE.
10.2 Any equipment used by you to access and use the Services must meet all applicable standards as may be prescribed by the relevant regulatory authority and ZONE.
10.3 You will bear all risks of loss or theft of, or damage to, the Equipment, from the time you receive the Equipment.
10.4 You must keep the Equipment in a suitable place and appropriate conditions for the Equipment, including any necessary electrical power supply. You must also use the Equipment in accordance with the guidelines, instructions or specifications given to you.
10.5 If you receive any Equipment new from us and the Equipment include a warranty at the time of receipt, you must refer to the warranty document provided with the Equipment for information on the limitation and disclaimer of certain warranties. Remedies for breach of any such warranties will be limited to those expressly set out in the warranty document. Your sole and exclusive remedy for any defect in the Equipment will be according to the terms of the manufacturer’s warranty. Save as aforesaid, ZONE will not be responsible for any defect in the Equipment.
10.6 ZONE reserves the right to charge you at its standard rates for responding to a service call or request to change, replace or reconfigure any defective equipment, unless ZONE subsequently ascertain that the malfunction or defect is not caused by or attributable to your act, omission, equipment or systems.
10.7 You must comply with all applicable laws and instructions, notices or directions issued by the relevant regulatory authority or ZONE from time to time in respect of the installation, use, operation or upgrade of the Equipment.
10.8 Upon ZONE’s notification, you will grant ZONE access to the Equipment and the software embedded therein as and when ZONE deems necessary or desirable to carry out any equipment upgrade.
10.9 You must not use the Equipment in conjunction with any application, equipment, hardware, software or network other than in the manner approved by ZONE.
10.10 You are solely responsible for the Equipment and must not modify or in any way interfere with, nor allow anyone else (other than a person authorised by ZONE) to do so. You will not change the electronic serial number or equipment identifier of the Equipment or to perform a factory reset of the Equipment without our prior written consent. ZONE reserves the right to suspend or terminate your Services if ZONE determine, in its absolute discretion that you have tampered with the Equipment. In the event of such suspension or termination, you will remain responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will immediately become due and payable.
10.11 You will be solely responsible for the Content/data retrieved, stored or transmitted through the Services and/or the Equipment.
11.1 You are responsible for the use of the Services under your account(s) and for any Content disseminated through your account(s). 11.2 You must not use or allow any part of the Services to be used :
11.2.1 to transmit or post any Content which may be defamatory, offensive, indecent, objectionable or illegal, or which may cause annoyance, harassment, irritation, inconvenience or anxiety to anyone. This includes transmitting or posting "junk mail", "spam", "chain letters", "solicitations" (commercial or non-commercial) or distributing mail to any party who has not given permission to be included in the distribution;
11.2.2 to transmit or post any Content which may give rise to civil liability or otherwise violate any applicable laws, rules or regulations;
11.2.3 to transmit any Content that contains viruses, worms, trojan horses, time bombs, cancelbots or any other harmful, damaging or destructive programs;
11.2.4 to make or attempt any unauthorised access to any part or component of the Services, the Network or any third party systems or networks to which you can connect through the Services directly or otherwise;
11.2 5 to disrupt the various networks that are connected to the Services or violate the regulations, policies or procedures of such networks;
11.2.6 to collect and/or disseminate information about others or their email addresses without their consent; 11.2.7 for any fraudulent, illegal or improper purposes or to violate anybody's rights or in any way which may affect other users' enjoyment of or access to any Service or cause annoyance, harassment, irritation, inconvenience or anxiety to anyone;
11.2.8 in any manner or for any purpose which may constitute a violation or infringement of the rights of any party including but not limited to their intellectual property or confidentiality rights; and
11.2.9 to be resold or otherwise provided to third parties without our prior written consent, whether for profit or not.
12.1 You are liable to pay a recurring subscription fee(s) for the Services at the prevailing prescribed rate(s). You will be billed in advance for the subscription fees at monthly intervals or such intervals as may be approved by ZONE.
12.2 Billing and payment disputes that may be raised by you will be treated in accordance with ZONE’s General Business Terms and Conditions.
13.1 You will provide ZONE, its employees and contractors safe access to your Premises for the purposes of performing this Agreement (including the installation or collection of the Equipment). You represent and warrant that you are the lawful owner or occupier of such Premises and that you have obtained all necessary consents, licenses and permits to allow us, our employees and contractors such access.
13.2 During the service call for installation, ZONE is not obliged to render any services apart from installation of the Services and/or the Equipment.
13.3 Any Service failure due to changes to the system configurations requested by you is your sole responsibility. Any Charges for rectifying such failure caused by you or any third parties will be borne by you.
13.4 You must, if applicable, provide all internal wiring and sockets within the Service Installation Address according to the relevant regulatory authority’s and ZONE’s specifications and guidelines required for the purposes of the installation of the Services. Where ZONE is requested to provide any such internal wiring or sockets, you must pay the prevailing Charges imposed by ZONE.
13.5 If ZONE is of the opinion that the installation of the Services at the Service Address would result in or cause :
13.5.1 any risk of injury to any person;
13.5.2 the use of equipment which not commonly used in the installation of the Services;
13.5.3 the relocation of any structure, fixture or fitting at the Service Address;
13.5.4 costs, expenses or manpower resources which exceeds the amount usually required on the part of ZONE for the installation of the Services; or
13.5.5 ZONE to provide any services which are not usual to, or are outside the scope of, our standard installation services.
13.5.6 ZONE may decline to install the Services or impose such conditions (including the provision of equipment, the payment of any Charges or reimbursement or expenses by you) as ZONE may deem appropriate and defer the installation of the Services and the provision of the Services to you until after all such conditions have been fulfilled.
13.6 Where you or your contractor is installing any part of the wiring or cabling required for the provision of the relevant Services, you will ensure that the proper installation of such cables or wiring is completed prior to the scheduled RFS date. You will ensure that such cable is labelled at both ends to clearly demarcate it as belonging to and under your care.
13.7 You will be responsible for the care and maintenance of all ZONE’s Equipment at your premises, fair wear and tear excepted.
13.8 If you report a fault and either no fault is found or ZONE determines that the fault is not due to ZONE’s Network or Equipment or installation, then you must (if required) :
13.8.1 pay ZONE a fee for the fault report at the its rate; and
13.8.2 reimburse ZONE for all other costs (including labour and transport charges) incurred for attending to your request.
14.1 ZONE will not be liable for any delay or failure in performance under this Agreement resulting from matters beyond its control. These include acts of God, requirements of any governmental or regulatory authority, war, national emergency, accident, fire, lightning, equipment failure, computer software or Software malfunction, electrical power failure, faults, interruption or disruption of the Network or the networks of other Service Providers or of your equipment or the equipment of any third party, riots, strikes, lock-outs, industrial disputes (whether or not involving our employees), epidemics of infectious diseases or acts of terrorism.
14.2 Without prejudice to Clause 14.1 above :
14.2.1 ZONE will not be liable for any delay or failure in performance under this Agreement resulting from any delay or failure of any third party (including any supplier) to deliver or provide any facilities, infrastructure, equipment or services to us; and
14.2.2 the Services may occasionally be affected by interference caused by objects beyond ZONE’s control such as buildings, underpasses and weather conditions. When this happens, ZONE will not be responsible for any interruption or disruption of the Services or if you cannot access or use the Services.
15.1 You must indemnify ZONE, its Affiliates, employees, directors, agents and suppliers against all claims, damages, losses and liabilities resulting from your use of the Services, your negligence, omission, act or breach of this Agreement.
16.1 The Services are provided on an "as is" and "as available" basis and you agree that you use the Services or rely on any Content obtained through the Services at your sole risk. ZONE expressly disclaims all warranties of any kind, whether express or implied, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement, to the fullest extent allowed by law. No advice or information whether oral or written, obtained by you from us or through the Services will create any warranty not expressly set out in this Agreement. Without prejudice to the foregoing, ZONE will not be liable for any delay or failure to provide the Services, or any interruption or degradation of the Service quality which may arise from the following :
16.1.1 an act or omission of an underlying carrier, Service Provider, vendor or other third party; and/or
16.1.2 equipment, network or facility failure; and/or
16.1.3 equipment, network or facility upgrade or modification; and/or
16.1.4 force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and governmental actions; and/or
16.1.5 equipment, network or facility shortage; and/or
16.1.6 equipment or facility relocation; and/or
16.1.7 service, equipment, network or facility failure caused by the loss of power to you; and/or
16.1.8 any act or omission by you or any person using the Service or Equipment provided to you; and/or
16.1.9 any third party’s service, equipment, software, network or facility; and/or
16.1.10 any other cause that is beyond our control, including, without limitation, a failure of or defect in any Equipment, the failure of an incoming or outgoing communication, the inability of communications to be connected or completed, or forwarded.
16.2 Without prejudice to Clause 16.1 above, ZONE makes no warranty :
16.2.1 that the Services, the Software or any equipment (which ZONE provides to you, including the Equipment) will not cause any harm to your applications, equipment, hardware, software, networks or Content; and
16.2.2 as to the accuracy, reliability or quality of any Content obtained through the Services or that defects in any Software will be corrected; and
16.2.3 that the Services and access to them are error free and uninterrupted or available at all times.
16.3 Except as set out in this Agreement, ZONE expressly excludes all other liability ZONE may have to you, including all liability in contract, tort, negligence, misrepresentation, strict liability or statute. This exclusion applies for our benefit and that of other Service Providers whose networks are connected to each other or to the Network, all companies, directly or indirectly owned, wholly or partly owned or controlled by us or any of these parties, and all their officers, employees, contractors and agents or anyone else to whom ZONE or these parties are responsible (“the Relevant Parties”) and whether it relates to anything caused by or resulting from anything that ZONE does or does not do or delays in doing (even if done, omitted or delayed fraudulently, wilfully, recklessly, maliciously or negligently), whether or not it is contemplated or authorised by any agreement you have with ZONE.
16.4 Under no circumstances will ZONE or any of the Relevant Parties be liable for any lost profits, revenue, business or anticipated savings, even if such damages, losses, costs or expenses are caused wilfully, recklessly or negligently.
16.5 If ZONE or any of the Relevant Parties are liable to you and ZONE cannot, for any reason, rely on the exclusion of liability set out in Clauses 16.3 to 16.4 above, then in no event will ZONE’s liability for damages, losses, costs or expenses suffered or incurred by you and anyone else (whether in contract, tort, negligence, misrepresentation, strict liability or statute or otherwise) exceed :
16.5.1 the lower of your preceding month's Charges applicable to the Services in question or S$3,000/- for any event or for any series of connected events; subject to no more than
16.5.2 the lower of your preceding 12-months' Charges applicable to the Services in question or S$5,000/- in any 12-month period.
16.6 The limitations and exclusions of liability in this Agreement shall not apply to any liability ZONE or any of the Relevant Parties may have in respect of any death or personal injury resulting from ZONE’s negligence.
16.7 The limitations and exclusions of liability in this Agreement shall not apply to any liability which cannot be lawfully excluded or restricted under the Unfair Contract Terms Act (Cap. 396).
16.8 ZONE or any Affiliate may perform any of its obligations or exercise any of its rights under this Agreement by itself or through ZONE or any other Affiliate. However, any act or omission of any such other Affiliate is deemed the act or omission of the party providing the Services.
17.1 The Services are provided to you solely for your own business use. You must not resell or transfer the Services or the Equipment (which ZONE leases or rent to you) to third parties without prior written consent, whether or not for profit or otherwise. ZONE reserves the right to immediately suspend or terminate your Services if ZONE determines, in its absolute discretion, that you use the Services for any of the aforementioned or similar activities.
18.1 Without prejudice to the rights either party may have against the other party under this Agreement for any antecedent breach of this Agreement and subject to the provisions of this Clause 18, the Services under this Agreement or this Agreement may be terminated by either party giving at least 30 days’ written notice to the other party.
18.2 If you give ZONE notice that ends during the applicable Minimum Period of Service pursuant to Clause 18.1 above :
18.2.1 you must immediately pay ZONE the early termination Charges and, where applicable, prorated and excess usage Charges for the Service. Early termination Charges is applied at one hundred percent (100%) of the recurring subscription fee(s) for the remainder of the Minimum Period of Service; and
18.2.2 Clause 18.7 below will apply; and
18.2.3 where applicable, you must immediately pay ZONE any and all amounts that may be imposed by a third party and incurred by ZONE arising from and in connection with the termination of the Services or this Agreement.
18.3 If the Services or this Agreement are/is terminated pursuant to Clause 18.4 or 18.5 below, you will compensate ZONE for any damages or losses ZONE may suffer because of the termination. Without prejudice to the foregoing, if such termination occurs during the applicable Minimum Period of Service, you are liable to pay ZONE the sums referred to in Clause 18.2 above.
18.4 In the event of any of the following :
18.4.1 you breach any of the terms and conditions of this Agreement or any other agreement you have with ZONE;
18.4.2 you become or threaten to become bankrupt or insolvent, or die;
18.4.3 you make any arrangement or composition with or assignment for the benefit of your creditors or go into either voluntary or compulsory liquidation or a receiver, trustee, judicial manager or administrator is appointed over any of your assets;
18.4.4 the equivalent of any of the events referred to in Clauses 18.4.2 and 18.4.3 above under the laws of any relevant jurisdiction occurs to you;
18.4.5 you provide incorrect, false or incomplete information to ZONE;
18.4.6 the requirements of any relevant regulatory authority result in ZONE having to stop providing the Services or to provide the Services in a manner which is unacceptable to ZONE;
18.4.7 if you are likely to create imminent harm (such as interruption, disruption, congestion, signal leakage and any Unauthorised Act) to ZONE’s Network or any third party's networks or systems or ZONE’s provision of the Services, or defraud ZONE, or are likely to create imminent harm or are abusive to ZONE’s personnel; or
18.4.8 for any reason beyond ZONE’s control (including loss of any licence, way-leave or easement, requirements of any governmental or regulatory authority or orders by the court and cessation or failure to deliver by a third party supplier) ZONE is unable to provide the Services, ZONE may suspend or terminate all or any part of the Services or terminate this Agreement with 7 working days' notice (for Clauses 18.4.1 and 18.4.5 above) or with immediate effect (for Clauses 18.4.2, 18.4.3, 18.4.4, 18.4.6, 8.4.7 and 18.4.8 above) without compensation and without prejudice to ZONE’s rights to damages for any antecedent breach by you of this Agreement. You may immediately contact ZONE’s Corporate Helpdesk or ZONE’s Account Manager to explain why such suspension or termination should not occur. ZONE will consider each case and where ZONE deems appropriate, will not proceed with the suspension or termination of such account or take any other appropriate action where necessary.
18.5 In the event that ZONE suspect that you are using or allowing the Services to be used for fraud, misconduct or any other illegal or improper purpose, ZONE will refer this to the relevant authorities without notice to you and comply with directions or guidelines issued by them without further reference to you.
18.6 If and when you make good any breach or default, ZONE may restore any suspended or terminated Services after you have paid for any reinstallation, restoration or re-connection charges and reimbursed us for our reasonable costs in suspending or terminating the Services.
18.7 If the Services are terminated :
18.7.1 all sums due, accruing due or payable to ZONE in respect of the Services and if applicable, the Equipment, up to the date of termination (including late payment charges) will, upon the termination, become immediately due and payable. There will be no refund of any Charges paid for any equipment (including the Equipment) purchased from ZONE; and
18.7.2 you must immediately return to ZONE all Equipment which ZONE may have leased or rented to you in respect of the Services in good condition. ZONE will be entitled to charge you all costs incurred in repossessing or acquiring replacement for any such Equipment which you have failed to return to ZONE, or at ZONE’s standard prescribed rates for acquiring a replacement for any Equipment which is returned to ZONE in a damaged or defective condition.
18.8 The termination of this Agreement will not affect any accrued rights or remedies of either party against the other party.
19.1 ZONE may assign or novate, sub-contract, or otherwise dispose of its rights, interests, burdens, liabilities or obligations under the Agreement, whether in whole or part, to its affiliate or third party with the prior written notice to the customer.
19.2 The customer acknowledges and agrees that the obligations of ZONE under the Agreement may be performed by other companies nominated or engaged by ZONE. ZONE shall further have the rights to sub-contract any of its obligation to any third party.
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