Master Service Agreement

 

Standard Terms and Conditions (Singapore – Fixed Contract)

 

These standard terms and conditions (ST&C) govern your use of our products and services we offer. By signing the Master Service agreement which these ST&C are referenced herein; and other agreements which include but not limited to SS&P, TOS, AUP, P&DPP (collectively called “Agreement”), you are entering into contract with ICONZ-Webvisions Pte Ltd to provide Services to you. We may also offer third party Service products that are governed by the terms and conditions of the respective Service providers. The Agreement sets forth the exclusive terms and conditions between the parties and supersedes all previous proposals, agreements, negotiations, and other written and oral communications between parties with respect to the Service provided hereunder. We may update these terms and conditions from time to time in our sole discretion. And in the event of a conflict between the provisions of a specific Service Product agreement and the provisions of this agreement, the provisions of the Service Product agreement will take precedence.

1. Definitions

1.1 “Affiliate” refers to any legal entity that a party controls, that controls a party, or that is under common control with a party. For purpose of this definition, “control” shall mean an entity, directly or indirectly, holding more than fifty per cent (50%) of the issued share capital, or more than fifty per cent (50%) of the voting power at general meetings, or which has the power to appoint and to dismiss a majority of the directors or otherwise to direct the activities of such legal entity.

1.2 “AUP” means the Acceptable Use Policy as it may be updated by us from time to time.

1.3 “Authorized User” means a user whom you have authorized to access and manage your account.

1.4 “Beta Services” means any services which are clearly and conspicuously designated by us as Beta Services. Beta Services may be in early stages of testing or development, are not recommended for production use, and are subject to additional disclaimers and limitations as described in the Agreement.

1.5 “Customer Content” means the text files, images, photos, videos, sounds, or other materials or works of authorship belonging to you or your end users that you cause to be stored within the Services, excluding Customer Data.

1.6 “Customer Data” means the information about you or your Authorized Users which is required by us in order to provide the Services to you.

1.7 “Customer,” “you,” or “your” means the Individual or entity entering into this Agreement with ICONZ-Webvisions upon the actions taken by its authorized representative.

1.8 “ICONZ-Webvisions” “we,” or “our” means ICONZ-Webvisions Pte Ltd, a Singapore corporation located at 23 Tai Seng Drive #02-00, Singapore 535224.

1.9 “Order” means the order form or Pro-forma Invoice that describes the Service Specification and Pricing (SS&P) and the total order value.

1.10 “Party” means either Customer or ICONZ-Webvisions; “Parties” means both Customer and ICONZ-Webvisions.

1.11 “P&DPP” means the Privacy and Data Protection Policy as it may be updated by us from time to time in order to comply with applicable laws or guidance.

1.12 “Renewal Term” means any successive term after the Initial Term.

1.13 “Services” means the hosting, support, and other related services provided by ICONZ-Webvisions. Services and Service Products are used interchangeably.

1.14 “SS&P” see Order definition.

1.15 “Term” means the period of Service contracted with a self-renewable and a termination notice period clause; or the fixed term period.

1.16 “TOS” means Terms of Service, referring to the specific Service product terms and conditions and includes the Service level commitment and may contain a specific remedy for an identified failure.

1.17 “Third Party Services” means certain third-party products or services which are not sold or licensed by us but which are made available for you, in your sole discretion, to enable or integrate with the Services (e.g. third-party themes and plugins available through the WordPress administrative portal). We maintain no control over and disclaim any and all liability for Third Party Services, even where we may have provided limited support or advice to you in relation to such services. Such support and advice are provided in good faith, AS-IS and AS-AVAILABLE, and solely for your convenience.

1.18 “Third party” means individual or an entity which is not ICONZ-Webvisions or Affiliate of ICONZ-Webvisions.

2. Services

2.1 We will provide the Services in accordance with the terms of the Agreement and the SLA. You acknowledge that we may engage third parties to provide or enable elements of the Services, provided that we are responsible to you for the performance of such third parties as if we performed the Services ourselves. You shall use the Services solely for the intended purpose in accordance with the Agreement, including the AUP, and provide us with all information, assistance, and materials reasonably required for our ongoing provision of the Services.

2.2 We will provide support to you through the standard means we make available to our customers (e.g. knowledgebase, phone, ticket). Authorized Users seeking support must have a basic understanding of the systems and technology related to the Services.

2.3 The scope of Services provided under the Agreement may be amended by any reasonable means showing mutual agreement between the Parties. Any associated fees will be clearly provided to you before you agree to any such change.

2.4 From time to time, we may provide replacements for certain components of the Services or cease supporting them altogether. No such replacement or end of life shall constitute a breach of the Agreement.

2.5 You agree to be responsible for all content stored on and distributed from the Services; and comply with all applicable laws, rules and regulations without limitation.

2.6 Beta Services shall be provided on an AS-IS basis with all faults. No SLA, indemnity, representation, or warranty shall apply to Beta Services. We reserve the right to terminate the Beta Services at any time and make no representation that Beta Services will be released into production.

3. Authorized Users

3.1 You may designate a number of Authorized Users in our record for the purpose of receiving support and making changes to your account. You are responsible for managing your Authorized Users and keeping them up-to-date. You authorize us to provide all applicable support and account information to your Authorized Users and to make modifications to the Services at their direction.

3.2 You may add, modify, or remove Authorized Users and we will only provide support, assistance, and information to your Authorized Users who can verify their identity against the record you have provided. Notwithstanding the foregoing, if you pay for the Services with a credit or debit card, we may remove that card as a payment method at the request of any individual who is able to provide reasonably satisfactory evidence that he or she is the named individual on such credit or debit card.

3.3 You will require your Authorized Users to abide by the terms of the Agreement, and you acknowledge and agree that you are fully responsible for the actions and omissions of your Authorized Users and for all costs, overages, or other liabilities incurred through your account except to the sole extent that any such use or liability is the result of our breach of the Agreement. An Authorized User, within the scope of permissions granted to such user shown in our record may make changes to the Services, and you agree to pay any Fees associated with such changes. You shall promptly notify us in the event that you become aware of any violation of the terms of the Agreement or any unauthorized use of the accounts of you or your Authorized Users.

4. Fees, Invoicing

4.1 You agree to pay the Fees according to the payment terms set out in the Order. If the Order sets any limit on your use of Services and that limit is exceeded, you will be responsible for the applicable overages. You agree to pay any applicable taxes (excluding taxes on our income) which we are required to collect unless you provide us with a valid tax exemption certificate. If you elect to make any payment via wire or credit transfer, then you are responsible for any applicable transfer fees. Any applicable overages, taxes, or transfer fees will be added to the Fees. Fees applicable to any Renewal Term will be at our then-current rates, provided that we have notified you of any applicable changes prior to the date by which you may opt out of the renewal. Fees are payable in the currency specified in the Order and are not refundable except as expressly stated herein.

4.2 You agree to the issuance and acceptance of invoices in electronic format. We will invoice you immediately upon activation of Service and the subsequent monthly payment is due on the first day of each Service or by the due date stipulated in the Invoice. The Invoice will be sent to the billing contact you have designated.

4.3 It is your responsibility to maintain accurate and up-to-date billing details and ensure the Fees are paid by the due date.

4.4 We may: (i) charge a late fee on the unpaid balance at the lesser of 1.5% per month or the maximum lawful rate permitted by applicable law, (ii) suspend provision of the Services, and (iii) terminate the Agreement in accordance with the termination clause of this agreement. You are responsible for any charges associated with our collection efforts related to unpaid Fees.

4.5 You are required to settle all outstanding payment to us before any equipment belonging to you can be removed from our data center. All removal of such equipment must be scheduled on weekdays during the business hours from 9a.m. to 6p.m. SGT (GMT+8) Monday to Friday. A charge of S$400 per hour will be levied on you for any removal of equipment done outside this business hours.

4.6 You shall remove the equipment within five (5) working days from the notice date otherwise we will impose a daily storage charge of S$10 per RU (Rack Unit). After thirtieth (30th) day, ICONZ-Webvisions will exercise its right to dispose the equipment in any way it deems fit without further notice or any compensation or liability to you. If the storage charge exceeds the proceeds from the disposal of the equipment, You will pay the balance to ICONZ-Webvisions;

4.7 All payments received are non-refundable. This also applies to payments made for unused periods arising from pre-mature termination of this contract.

4.8 You understand that you may receive multiple invoices for the Products and Service Offerings you ordered.

5. Terms, Suspension, Termination

5.1 We may suspend the Services; and either party may terminate the Agreement prior to the end of the Term if the other party materially breach the Agreement and fail to cure such breach within 30 days from the notice of such breach.

5.2 Notwithstanding clause 5.1, ICONZ-Webvisions may suspend the Services immediately if we reasonably believe that your use of the Services endangers or negatively affects our network or systems, violates the law, or interferes with our ability to provide services to our other customers.

5.3 You may terminate the contract if you provide us with at least 60 days’ notice. Such notice must be submitted to ICONZ-Webvisions on official company letterhead signed by the authorized representative, together with the following information:

5.3.1 Your Name;

5.3.2 Effective date of intended termination; and

5.3.3 Contract number and server ID or service identification assigned by us.

5.4 If the Service is terminated before the expiry of the first Service Term or any subsequent Service Term, you shall be liable for a termination fee of one hundred percent (100%) of the Total Monthly charge as stated in the SS&P for each remaining month in the Service Term.

5.5 This Agreement where applicable shall continue to be self-renewed on the last day of the term of Service; each renewal period equals to the immediate preceding term unless otherwise specified prior to renewal; and shall subject to the same terms and conditions.

5.6 In the event that your account is overdue by more than thirty (30) days, we may presume that you wish to discontinue the Services fully and we will terminate the Services to you unilaterally and immediately without any further consent from you. In this case, the Termination Clause of this Agreement is deemed to be invoked by you.

5.7 You remain responsible for all fees and charges you have incurred through the suspension period.

5.8 ICONZ-Webvisions shall not be liable or accountable to you for any financial and non-financial losses or damages you may suffer as a result of such suspension or termination.

5.9 In the event that ICONZ-Webvisions causes the breach and is unable to cure the breach, we will provide you with a prorated refund of any unused Fees paid in advance for Services beyond the date of termination (adjusted for any discounts given and any other amounts which you owe).

5.10 To reactivate your account, you may contact our customer service. A reactivation fee of $50 per contract is chargeable.

5.11 If you wish to extend the contract, there is a surcharge of 1.25 times of the monthly value for three (3) months extension and 1.1 times for six (6) months extension.

6. General Service Level Agreement, Claim Policy & Process, SLA Credit

The Service agreement (SLA) is provided and applicable to specific service delivered to you. The General Service Level Agreement (GSLA) will cover Services in which specific SLA is not available. However, GSLA will not cover or apply to third party services. For avoidance of doubt, separately Licensed Third Party Technology will be subjected to the Third Party’s separate terms.

6.1 General Service Level Agreement
ICONZ-Webvisions aims to achieve 100% Service Availability of its Services. If the Service Availability is less than 100%, ICONZ-Webvisions will issue SLA Credits to you in accordance with the following schedule, with the SLA Credits being calculated on the basis of the monthly fee for the affected Service. A service outage exists when the unavailability of the affected service resulted in your inability to access your content which the affected service is associated with and there is total disruption of service to entire set of end users.
In the event of Service Outage that is:

6.1.1 exceeds thirty (30) continuous minutes and

6.1.2 due to a cause within control of ICONZ-Webvisions.

You may request SLA Credit 5% of the monthly fee of the affected Services for each thirty (30) contiguous minutes of outage, up to 100% of your monthly fee for the affected Services. You cannot combine service outage for different Services to meet this calculation. Such SLA Credit is limited to one (1) per month.

6.2 Claim Policy and Process
All claims for breach of service levels under the Agreement shall be made in the following manner:

6.2.1 The information must be submitted to ICONZ-Webvisions within ten (10) working days from the end of the service outage.

6.2.2 The information that you provide but not be limited to:

(a) Your company name and registered business address;

(b) Contract number, server or service identification affected by the outage;

(c) Dates and start/end times of the service outage;

(d) Description of service outage experienced; and

(e) Complaint ticket number issued by ICONZ-Webvisions.

6.2.3 ICONZ-Webvisions will acknowledge all claims within two (2) working days and will review all claims within ten (10) working days of receipt of the information. ICONZ-Webvisions will advise you by email whether the appropriate service credit will be issued on the next invoice or reject the claim by specifying the basis for rejection.

6.2.4 In the event of any outage howsoever arising and of whatsoever nature, in respect of, or arising from, the Agreement or the provision of services hereunder, the maximum claim you can make against ICONZ-Webvisions in any given month is 100% of your monthly fee (i.e. or one month’s worth) as stated in the Agreement.

6.2.5 Any claims under any breach of Service Levels will be limited to the individual Service in the Agreement.

6.3 SLA Credit

6.3.1 The issuance of SLA Credit is the sole and exclusive remedy for you and ICONZ-Webvisions’s obligation for any failure of ICONZ-Webvisions to satisfy the requirement set forth in the SLA.

6.3.2 SLA Credit does not apply to the availability of Third Party Services. SLA is binding only to ICONZ-Webvisions and You and does not apply to any third parties.

6.3.3 You are an Eligible Customer to claim SLA Credit when You have purchased Services from ICONZ-Webvisions or authorized reseller; and your account is up-to-date on all payments and in compliance with the terms of service.

6.3.4 SLA Credits may be used for future payments due or refund as deemed appropriate by ICONZ-Webvisions.

6.3.5 SLA Credits do not apply for periods during which the Services are not available for the following reasons:

(a) On-going system upgrades, enhancements and routine, ad-hoc or emergency maintenance which are announced by ICONZ-Webvisions or third party service providers;

(b) Your use of the Service in violation of the Agreement or Policy;

(c) Issues relating to your content;

(d) Problems with your access to Internet;

(e) System administration, commands, file transfers performed by your representative;

(f) Events described in the Force Majeure clause;

(g) Suspension of your access to Service provided in the Agreement;

(h) Problems caused by your use of the Service after ICONZ-Webvisions advised you to modify such use, and you did not comply;

(i) Problems arising from your software, hardware or other technology or equipment.

7. Confidentiality

The parties acknowledge that in the course of their relationship with each other pursuant to the Service Agreement, one party will come into possession of Confidential Information belonging to the other party. The parties hereby agree and undertake that during the term of this Service Agreement, notwithstanding termination or expiry of the Service Agreement, all such Confidential Information shall be used only in connection with the performance of this Service Agreement and the undertaking of the obligations herein and not be used for any other purpose whatsoever, and shall not disclose such Confidential Information, whether directly or indirectly, to any other third party without prior written approval of the other party, PROVIDED THAT such restriction on the use or disclosure of such Confidential Information SHALL NOT apply to Confidential Information:

7.1 already known by the receiving party without an obligation of confidentiality other than pursuant to this Service Agreement;

7.2 that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of the receiving party;

7.3 lawfully received from a third party without a breach of this Service Agreement;

7.4 disclosed with the prior written approval of the disclosing party;

7.5 independently developed without use of the disclosing party’s Confidential Information; or

7.6 required to be disclosed pursuant to a lawful order of a court or government agency in compliance with the applicable laws, rules and regulations prevailing in the Republic of Singapore, provided the receiving party provides the disclosing party with written notice of such order prior to disclosure and within such time as to allow the disclosing party reasonable opportunity to oppose such disclosure before a court or agency of competent jurisdiction.

8. Security, Data Privacy

8.1 We will maintain commercially reasonable technical and operational measures designed to protect our internal networks from malicious activity and provide for the security and integrity thereof. You acknowledge that we are not responsible for any loss or harm suffered by you resulting from a security incident. You are responsible for determining whether the Services meet applicable regulatory standards and otherwise comply with your own security requirements. You agree to configure your use of the Services in such a way as to maintain the security of the Services and our network (e.g. by only uploading software that has been demonstrated to be secure, installing patches, and not sharing passwords).

8.2 Should we determine that our network has been accessed in an unauthorized manner, and that unauthorized access impacts your Services, we agree to notify you as soon as reasonably practicable after we have investigated the unauthorized access and fulfilled our legal obligations. Likewise, you agree to notify us should you suspect unauthorized access to the Services.

8.3 We will adhere to the Privacy and Data Protection Policy (P&DPP). Where applicable under the data privacy laws of the Republic of Singapore. We are the data controller for the personal data belonging to you and your Authorized Users which is provided or made available to us. For all other personal data collected by you from your employees, customers, or end users or otherwise stored, transferred, or processed by any part of the Services, we are the data processor. Where we are the data processor, we will use such personal data only as instructed by you or required by law, and not for any other purpose. In all cases, the Parties agree to comply with the terms and obligations of the P&DPP throughout the term of the Agreement.

9. Warranties

Each Party represents and warrants that (i) it has the power, authority, and legal right to enter into the Agreement and perform the obligations and grant the licenses set out herein; and (ii) it will comply with all laws and regulations applicable to its performance under the Agreement.

10. Indemnification

10.1 If a third party makes a claim against either You or ICONZ-Webvisions (“Recipient” which may refer to You or ICONZ-Webvisions depending upon which party received the Material), that any information, design, specification, instruction, software, data, hardware, or material (collectively, “Material”) furnished by either You or ICONZ-Webvisions (“Provider” which may refer to You or ICONZ-Webvisions depending on which party provided the Material) and used by the Recipient infringes the third party intellectual property rights, the Provider, at the Provider’s sole cost and expenses, will defend
the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:

10.1.1 Notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law);

10.1.2 Gives the Provider sole control of the defence and any settlement negotiations; and

10.1.3 Gives the Provider the information, authority and assistance the Provider needs to defend against or settle the claim.

10.2 If the Provider believes or it is determined that any of the Material may have violated a third party intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any fees the Recipient may have paid to the other party for it, and, if ICONZ-Webvisions is the Provider of an infringing Program, any unused, prepaid technical support fees You have paid to ICONZ-Webvisions for the license of the infringing Program. If such return materially affects ICONZ-Webvisions’s ability to meet its obligations under the relevant order, then ICONZ-Webvisions may, at its option and upon 30 days prior written notice, terminate the order.

10.3 The Provider will not indemnify the Recipient if the Recipient alters Material or uses it outside the scope of use identified in the Provider’s user documentation or if the Recipient uses a version of Material which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of Material which was provided to the Recipient, or if the Recipient continues to use the applicable Material after the end of the license to use that Material. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider. ICONZ-Webvisions will not indemnify You for any portion of an infringement claim that is based upon the combination of any Material with any products or services not provided by ICONZ-Webvisions. Solely with respect to Separately Licensed Third Party Technology that is part of or is required to use a Program and that is used: (a) in unmodified form; (b) as part of or as required to use a Program; and (c) in accordance with the license grant for the relevant Program and all other terms and conditions of the Master Agreement, ICONZ-Webvisions will indemnify You for infringement claims for Separately Licensed Third Party Technology to the same extent as ICONZ-Webvisions is required to provide infringement indemnification for the Program under the terms of the Master Agreement. ICONZ-Webvisions will not indemnify You for infringement caused by Your actions against any third party if the Program(s) as delivered to You and used in accordance with the terms of the Master Agreement would not otherwise infringe any third party intellectual property rights. ICONZ-Webvisions will not indemnify You for any intellectual property infringement claim(s) known to You at the time license rights are obtained.

11. Force Majeure

Neither parties shall be responsible for failure or delay of performance if caused by: an act of war, hostility or sabotage; act of God; pandemic, electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions (including denial or cancellation of any export, import or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed Service Offerings and affected orders upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for Products and Service Offerings ordered or delivered.

12. Limitations

12.1 Although we may perform regular backups of your site and Customer Content (as described in the Order), we do not guarantee there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, among other things, content that is corrupted prior to being backed up or that changes during the time a backup is performed. We will provide support to you and attempt to troubleshoot any known or discovered issues that may affect your backups, but you acknowledge that we have no liability related to the integrity of your backups or the failure to successfully restore your content to a usable state. You agree to maintain a complete and accurate copy of any Customer Content in a location independent of the Services.

12.2 Except as expressly provided in the agreement, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and ICONZ-Webvisions engine and its licensors specifically disclaim all implied warranties including, but not limited to, any warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error free service, availability, accuracy, and any and all implied warranties arising from statute, course of dealing, course of performance, or usage of trade to the maximum extent permitted by applicable law. Other than as expressly set out in the agreement, the services are provided as-is, as available, and with all faults.

12.3 In no event shall our liability arising out of or related to the agreement for any reason (including, but not limited to, contract, tort, or any other theory of liability) exceed in the aggregate the amount of fees paid or owed by you to us in the 3 months preceding the claim.

12.4 In no event shall we or our licensors have any liability for indirect, special, incidental, consequential, or punitive damages, nor any cover or lost profits, however caused, arising out of or in any way connected with the agreement whether or not we have been advised of the possibility of such damages.

12.5 The SLA sets out your sole remedies for downtime, unavailability, or other SLA failures.

12.6 The limitations in this Section do not apply to the extent prohibited by applicable law or to your payment obligations for Services provided.

13. Dispute Resolution

13.1 In the event of any disagreement or dispute between the, the parties shall in the first instance seek to resolve the matter by discussions between the respective representatives of You and ICONZ-Webvisions.

13.2 In all other circumstances all disputes arising under or in relation to the Service Agreement shall be the subject to the exclusive jurisdiction of the courts of the Republic of Singapore.

14. Governing Law and Jurisdiction

The Agreement is governed by the substantive and procedural laws of {Singapore} and you and ICONZ-Webvisions agree to submit to the exclusive jurisdiction of, and venue in, the courts of Singapore in any dispute arising out of or relating to the Agreement.

15. Notice

If You have a dispute with ICONZ-Webvisions or if you wish to provide a notice under the Indemnification section of these General Terms, or if you become subject to insolvency or other similar legal proceedings, you will promptly send written notice to ICONZ-Webvisions Pte Ltd, 23 Tai Seng Drive #02-00, Singapore 535224.