IMPORTANT- READ CAREFULLY:
CUSTOMER'S USE OF THIS WEBSITE AND THE SERVICES ARE CONDITIONED UPON CUSTOMER'S
COMPLIANCE AND ACCEPTANCE OF THIS AGREEMENT. CUSTOMER IS ENCOURAGED TO PRINT OR
DOWNLOAD THESE TERMS AND CONDITIONS AND SAVE THEM FOR CUSTOMER'S RECORDS.
a) This is a
legal agreement ("Agreement") between You
(“Customer”) and SHRATEC PTE LTD ("SHRATEC"), for the use of SHRATEC
services which You selected or
initiated, which may include On Demand Audio Conferencing (ODAC) Services and
voice and web services, and/or any other audio and web communications services
provided by SHRATEC ("Services"). "Customer" refers to the
individual/company who registered with SHRATEC for the Services or, if the
Services are being purchased on behalf of an entity by an individual authorized
to purchase the Services on behalf of such entity, then "Customer"
refers to such entity and each authorized individual within that entity. If you
do not agree with the terms of this Agreement, click the "Cancel"
button and do not use or join any meeting supported by, the Services.
b) The
Service will be subject to available capacity and we do not guarantee that the
number of connections required by you will always be available at any given
time (but see Condition 21 below).
2. Services
SHRATEC will provide the Services
in accordance with this Agreement and within the parameters set out at
Conditions 16 to 20 (inclusive) below. SHRATEC may alter,
expand, or reduce the features of the Services from time to time without prior
notice to the Customer. Customer agrees that SHRATEC's obligation to provide
Services is conditioned upon Customer providing all information and assistance
reasonably required performing the Services and Customer hereby agrees to
timely provide all such information and assistance. Customer acknowledges that
not all Services can be guaranteed from all locations including, but not
limited to via mobile telephones, pay phones or satellite phones due to various
in-country, carrier or other restrictions.
Customer
will receive passwords and account designation upon completion of the
registration process. Customer is responsible for maintaining the
confidentiality of Customer's accounts, owner numbers,
conference codes, passwords and personal identification numbers used in
conjunction with the Services and for all uses of the Services in association
with Customer's accounts whether or not authorized by Customer. Customer
agrees to immediately notify SHRATEC of any unauthorized use of Customer’s
passwords or account or any other breach of security.
4.
Responsibility for Communications
Customer
agrees that Customer is solely responsible for the content of all (visual,
written or audible) communications sent by Customer or in SHRATEC meetings
hosted by Customer. Customer agrees that Customer will not use the Services to
send unsolicited commercial e-mail outside Your
company or organization in violation of applicable law. shall not
transmit any communication that violates any law, court order, or regulation;
shall not violate any third party rights in using the Services Customer
further agree not to use the Services to communicate any message or material
that is harassing, libelous, threatening, obscene, and indecent, would violate
the intellectual property rights of any party or is otherwise unlawful, that
would give rise to civil liability, or that constitutes or encourages conduct
that could constitute a criminal offense, under any applicable law or
regulation. Although SHRATEC is not responsible for any such communications,
SHRATEC may suspend or terminate any such communications of which SHRATEC
becomes aware, at any time without notice to Customer. Customer
acknowledges and agrees that SHRATEC has not and is not expected to provide
Customer with any analysis, interpretation or advice regarding Customer's
compliance with the above and does not control Customer's content nor guarantee
the accuracy, integrity, security or quality of Customer's content.
SHRATEC reserves the rights
to terminate or suspend the services, if an amount from a previous bill is
overdue. To re-activate the service, an admin fee of S$50 may be levied.
Re-activation may take more than 24 hours after the overdue amounts have been
paid to SHRATEC.
In addition
to the rates for the Services, Customer shall pay all applicable fees, duties,
tolls, administrative assessments, surcharges, or taxes now or hereafter
attributable to the Services and included on Customer's invoice.
6. Price Changes
Customer
acknowledges and agrees that standard rates are subject to change at any time without
SHRATEC providing specific notice to customer by SHRATEC posting new standard rates.
Customer therefore agrees to check SHRATEC’s standard rates from time to time
and in each case prior to using any services subject to standard rates.
Negotiated rates are subject to change at any time on thirty (30) days prior
written notice to customer. Customer agrees that either or both of negotiated
rates and standard rates may be increased by SHRATEC by 15% each year without
prior notice to customer. in light of the price changing policies herein,
customer therefore agrees to carefully review each invoice prior to making
payment and to notify SHRATEC of any rate disputes within thirty (30) days from
the date of the invoice, otherwise customer will be deemed to agree to such
rates and to have waived any rights to dispute them if not raised within thirty
(30) days from the date of the invoice.
a. SHRATEC
reserves the right to terminate Customer contract immediately if (i) Customer
fail to comply with any provision of this Agreement; (ii) SHRATEC is unable to
verify or authenticate any information Customer provide to SHRATEC; (iii) information
provided by the customer is inaccurate; (iv) SHRATEC decides, in its sole
discretion, to discontinue offering the Services; or (v) if Customer materially
breach this Contract and /or SHRATEC believes that the Service is being used in
a way forbidden by paragraph 15a; or (vi). Bankruptcy or insolvency proceedings
are brought against Customer, or if Customer do not make any payment under a
judgment of a Court on time, or Customer make an arrangement with their
creditors, or a receiver or administrator is appointed over any of your assets,
or Customer go into liquidation.
b. SHRATEC
reserves the right to terminate Your contract upon reasonable notice if (i) you
breach this Contract, other than by using the Service in a way forbidden by paragraph
15a, and fail to remedy the breach within a reasonable period of being asked to
do so;
c. We will
inform you of such suspension or termination as soon as reasonably possible and
explain why we have taken this action. SHRATEC shall not be liable to Customer
or any third party for termination of the Services.
d. If we
suspend the service, it will not be restored until you satisfy us that you will
only use the service in accordance with this contract. You may terminate this
Agreement, and end Your use of the Services upon
notification via email to cs@shratec.com at least thirty (30) days prior to the
end of Your term ("Term").
e. Should
you wish to terminate this agreement in the middle of your Term; all
outstanding bills will have to be settled in full prior to termination.
f. Upon any
termination of this Agreement, You must cease any further use of the Services
and destroy any copies of associated software within your possession and
control. You shall remain liable for all fees incurred or accrued by You and any fees You may have paid in advance are
non-refundable.
Each user of
the Service, including Customer, will be charged the prevailing Call Charges
for calls to the dial-in number applicable to the telephony service you are
using. These Call Charges do not form part of this contract.
SHRATEC may,
at its sole discretion, modify, enhance, upgrade, update and/or expand the features
of a Service from time to time without notice. SHRATEC may also, from time to
time, make available to Customer additional features ("Additional
Features") that will enhance or improve delivery and use of the Service.
Customer may elect to obtain those Additional Features when available pursuant
to specific terms and conditions and other instructions provided by SHRATEC. Your
use of an Additional Feature is at all times otherwise subject to the terms and
conditions of this Agreement.
Occasionally
we may have to do some things that could affect the Service. If we have to
interrupt the Service we will restore it within a reasonable time. We may have
to: i. change the code or phone number or the technical specification of the
Service for operational reasons; ii. Interrupt the Service for operational
reasons or because of an emergency; iii. Give you instructions that we believe
are necessary for health or safety, or for the quality of the Service that we
supply to you or to our other customers and you agree to observe them; but
before doing so, we will give you as much notice as we can. (See Condition 22
below)
a) We
reserve the right to amend the conditions of this Contract including our
charges at any time. We will give you at least 2 weeks notice of any such
change.
b) Customer
cannot transfer or try to transfer this Contract or any part of it to anyone
else.
c) If you do
not use the Service for at least 6 months we reserve the right to give notice
to terminate your account and withdraw the Service.
SHRATEC
reserves the right to discontinue or modify coupons, credits, special
promotional offers, or other complimentary or non-fee-based Services, as and if
available, (collectively, "Free Trial") at any time at SHRATEC's sole
discretion. At the end of any applicable Free Trial period offered by SHRATEC
and selected by Customer, Customer will be automatically subscribed to the
Services plan You selected at registration or to a
default Services plan selected by SHRATEC for trial subscribers. In the event
that Customer selects a fee-based Service, SHRATEC will bill You
for the Services pursuant to the terms and conditions of this Agreement and as
set forth in Section 2, in particular. If Customer wish to terminate the Free
Trial period before the end of the Free Trial period and/or do not wish to
subscribe to a plan, Customer must cancel before the end of the Free Trial
period in accordance with the terms notified to you when you accepted the
offer.
12.
SHRATEC’s Privacy Policy
The
information SHRATEC holds about Customer will be used to provide the Services
and for identification, account administration, analysis and fraud/loss
prevention purposes. Each party will comply with all applicable personal data
protection and privacy laws where such party is located. The parties
acknowledge and agree that: (i) SHRATEC may have access to personal data under
the Data Protection Laws and will: (a) use it solely for the purpose of
providing the Services; (b) process it only in accordance with Customer's
instructions; and (c) take appropriate technical and organizational measures to
prevent unauthorized or unlawful processing, accidental loss, destruction or
damage to it; (ii) personal data may be processed by SHRATEC and its affiliates
throughout the world; and (iii) Customer is the data controller and retains
full responsibility for the data processed on its behalf by SHRATEC acting as
data processor. More details about how that information is used are available
online at http://www.shratec.com/privacy.html.
SHRATEC recommends that Customer review its privacy policy and any revisions to
that policy with respect to Customer’s use of the Services. In accordance with
that policy, we will use the information we have about Customer and Customer’s
use of the Service.
SHRATEC
and/or its suppliers, as applicable, retain ownership of all proprietary rights
in the Services and in all trade names, trademarks and service marks associated
or displayed with the Services. Customer will not remove, deface or obscure any
of SHRATEC's or its suppliers' copyright or trademark notices and/or legends or
other proprietary notices on, incorporated therein, or associated with the
Services. Customer may not reverse engineer, reverse compile or otherwise
reduce to human readable form any software associated with the Services.
All services
are provided "as is" and "with all faults" and without any
warranty. Customer understands and agrees that SHRATEC's services and the
website are provided "as is" and "as available". SHRATEC
and its suppliers expressly disclaim all warranties of any kind, express or
implied, including but not limited to any warranties of merchantability,
fitness for a particular purpose or non-infringement. SHRATEC makes no warranty
or representation regarding any information, materials, goods or services
obtained through SHRATEC's services or websites, or that the services will meet
any of customer's requirements, or be uninterrupted, timely, secure or error
free. use of the services and website are at
customer's sole risk. SHRATEC is not liable for acts or omissions of other
service providers, for information or content of communications, third party
services, equipment failure or modification, or causes beyond SHRATEC's
reasonable control.
To the
maximum extent permitted by applicable law, in no event will SHRATEC or its
affiliates, suppliers or resellers be liable for any special, incidental,
indirect, exemplary or consequential damages whatsoever (including, without
limitation, damages for loss of business profits, business interruption, loss
of business information, or any other pecuniary loss or damage) arising out of
the use of or inability to use the services or the provision of or failure to
provide technical or other support services, whether arising in tort (including
negligence) contract or any other legal theory, even if SHRATEC, its
affiliates, suppliers or resellers have been advised of the possibility of such
damages. In any case, SHRATEC's, its affiliates', suppliers' and resellers'
maximum cumulative liability and your exclusive remedy for any claims arising
out of or related to this agreement will be limited to the amount actually paid
by you for the services (if any) in the previous 12 months. In particular:
a) We have
no liability for any unauthorized use or misuse of the Service by you or anyone
else.
b) We have
no liability for any loss that is not reasonably foreseeable, nor any loss of
business, revenue, profit, or savings you expected to make, wasted expense,
financial loss or data being lost or harmed.
c) Any
liability we have of any sort (including any liability because of our
negligence) is limited to the costs of the call charges incurred for the call
in question.
d) We are
not liable whether in contract, tort (including liability for negligence) or
otherwise for the acts or omissions of other providers of telecommunication
services or for faults in or failures of their networks and equipment.
e) Each part
of this Contract that excludes or limits our liability operates separately. If
any part is disallowed or is not effective, the other parts will continue to
apply.
f) Matters
beyond our reasonable control - If we cannot do what we have promised in this
Contract because of something beyond our reasonable control such as lightning,
flood, or exceptionally severe weather, acts of God, fire or explosion, acts of
terrorism, hostilities, civil commotion, war, or military operations, national or local
emergency, embargoes, accidents, anything done by government or other competent authority or
industrial disputes of any kind, (including those involving our employees), or
stability or availability of the Internet, the elements; telecommunication
system failure; epidemic; quarantine; viruses; total or partial failure of
transportation, utilities, delivery facilities, or supplies, we will not
be liable for this. If any such events continue for more than three months, we
can terminate this Contract by giving you notice.
16. Indemnification
Customer
shall indemnify, defend and hold SHRATEC, its suppliers, their affiliates and
their officers, directors, employees (the "SHRATEC Indemnities")
harmless from any and all claims, actions, suits, proceedings, costs, expenses,
damages and liabilities, including reasonable attorneys' fees, which arise out
of or relate to: (1) Customer's use of the Services (including without limitation,
any person accessing the Services using Customer's account); (2) any actual or
alleged violation of this Agreement, any Order Form or any applicable law, rule
or regulation by Customer or any person accessing the Services using Customer's
account; (3) or any actual or alleged infringement or violation by Customer or
any person accessing the Services using Customer's account of any intellectual
property or privacy or other right of any person or entity.
17. Confidentiality
SHRATEC and
Customer agree to use commercially reasonable efforts to protect from
unauthorized disclosure Confidential Information of the other party.
Confidential Information shall mean information that derives economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use and marked as Confidential ("Confidential
Information"). The parties agree that Confidential Information may be
disclosed to employees, affiliates, suppliers or advisors on a need-to-know
basis and who agree to be bound by confidentiality terms and conditions at
least as stringent as those herein. This confidentiality obligation shall not
apply to any information (i) independently developed by a party, (ii) generally
available to the public other than by a party's breach of this Agreement, (iii)
already known by a party at time of disclosure to that party, or (iv)
rightfully received from a third party without restriction on disclosure or an
obligation of confidentiality running directly or indirectly to the other
party. Nothing shall prevent or prohibit the receiving party from providing
access to Confidential Information as may be required by law, rule or
regulation provided that the receiving party gives as much notice as is
reasonably practical and provides reasonable assistance to the disclosing party
in challenging the disclosure so required by law, rule or regulation.
Notwithstanding the foregoing, the parties acknowledge that Recipient shall not
be required to return to Discloser or destroy those copies of Information
residing on Recipient's backup; disaster recovery or business continuity
systems and the obligations hereunder with respect to such Information shall
survive until such Information is destroyed.
18. Enforceability/Waiver
If any part
of this Agreement is determined to be invalid or unenforceable, then such
invalid or unenforceable provision will be deemed superseded by a valid,
enforceable provision that most closely matches the intent of the original
provision and the allocation of risks, and the
remainder of the Agreement will continue in effect. If any provision(s) is
found to be contrary to law, then such provision(s) will be construed, as
nearly as possible, to reflect the intentions of the parties with the other
provisions remaining in full force and effect. SHRATEC’s failure to exercise or enforce any
right or provision of this Agreement will not constitute a waiver of such right
or provision unless agreed to by SHRATEC in a non-electronic writing manually
signed by a duly authorized representative of SHRATEC. If there is any law,
rule, regulation or policy that causes SHRATEC to be regulated or that causes
the Agreement or Services to be in conflict with such law, rule, regulation or
policy, SHRATEC may terminate or modify the affected Services without
liability.
a) Choice of
Law and Forum. This Agreement shall be governed by and construed under the laws
of Singapore. The parties consent to the non-exclusive
jurisdiction and venue of the courts located in Singapore.
b) Waiver
and Severability. Failure by either party to exercise any of its rights under
or to enforce any provision of, this Agreement will not be deemed a waiver or
forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, that provision will be
amended to achieve as nearly as possible the same economic effect of the
original provision and the remainder of this Agreement will remain in full
force and effect.
c) General
Provisions. This Agreement embodies the entire understanding and agreement
between the parties respecting the subject matter of this Agreement and
supersedes any and all prior understandings and agreements between the parties
respecting such subject matter. SHRATEC may change the terms of this Agreement
at any time by posting modified terms on its website. This Agreement has been
prepared in the English Language and such version shall be controlling in all
respects and any non-English version of this Agreement is solely for
accommodation purposes. All notices or other correspondence to SHRATEC under
this Agreement must be sent to the registered address of SHRATEC, or other
address as provided by SHRATEC for such purpose. Any and all rights and
remedies of SHRATEC upon Your breach or other default under this Agreement will
be deemed cumulative and not exclusive of any other right or remedy conferred
by this Agreement or by law or equity on SHRATEC, and the exercise of any one
remedy will not preclude the exercise of any other.
d) Indemnity
- You must indemnify us against any claims that anyone (other than you)
threatens or makes against us because the Service is faulty or cannot be used
by them.
e) How to
give us notice: - Any notice under this contract must be delivered or sent by
facsimile or pre-paid post or by e-mail, or any other address we give you. ii. to You at the address you gave us on the Subscription Form,
or as notified in writing to us.
Each Conference
can have no more than 25 participants.
a) The
Service is available 24 hours a day 7 Days per week. Except
i. If planned maintenance is scheduled the service may not be available
between 1am and 5am Sunday morning ii. If unplanned
maintenance is required calls may be truncated or may not connect. In this
circumstance SHRATEC will use their best endeavors to restore the service as
soon as possible b) Maintenance schedules and service status can be found on the
SHRATEC web site www.shratec.com/maintenance.html
a) You and
the Participants must use tone-dialing telephones to dial-in to the Service.
b) You are
responsible for the security and proper use of the Access Codes once you have
received them from us.
a) Nobody
must use the Service: i. to make offensive, indecent, menacing, nuisance or
hoax calls; or ii. Fraudulently or in connection with a criminal offense; and
you must take all reasonable precautions to ensure that this does not happen.
The action we can take if this happens is explained in section 7. If a claim is
made against us because the Service is misused in this way and you did not take
all reasonable precautions to prevent that misuse, you must reimburse us in
respect of any sums we are obliged to pay. iii. In a
way contrary to the SHRATEC Acceptable Use Policy available at www.shratec.com
b) Conference
Calls may be recorded for the sole purpose of investigating the abuse of the
system
24. Modification
SHRATEC may,
at any time, amend the provisions of this Agreement. Any amendment proposed by
Customer may only be accepted by SHRATEC in a non-electronic writing, manually
signed by authorized representatives of the parties. Notwithstanding anything
in this Section to the contrary, if SHRATEC posts amended terms on its Website,
such terms will automatically become effective ten (10) days after they are
posted on the Website. By using the Services after such revised terms are
posted, Customer agrees to be bound by any such amended provisions. Therefore,
Customer agrees to periodically visit the Website to examine the then-current
Agreement.
Effective 06
June 2008