Terms and Conditions

SPECIFIC TERMS AND CONDITIONS FOR SINGTEL SAAS SERVICE
 
1. Definition and Interpretation
1.1 In this Specific Terms and Conditions, the following words and expression shall have the following meanings: 
 
          “ACA” means the physical Application cum Agreement and the related web forms. 
“Customer” means any person(s) or entity(s) who applies or subscribes for or utilises the Service.
“CPE” or “Customer Premise Equipment” means any hardware or software provided by the Customer for use with the Services
“End User” means any person(s) authorized by the Customer to use the Service.
“End User Licence” means any licence terms imposed by any Third Party Vendor on Customers and End Users.
“Force Majeure Event” means an event or occurrence:
(a) which is beyond Singtel or Singtel’s subcontractor, consultant or agents reasonable control, including, natural disasters like national emergency, strike or equivalent labour action, fire, thunderstorm, storm or other natural disaster, decision by a competent authority, cable or network damage caused by a third party, flooding or equivalent water related accident, peak in the electricity supply, or discontinuation of essential raw material. 
 
(b) which Singtel or Singtel’s subcontractor, consultant or agents could not have reasonably foreseen or taken reasonable measures to prevent. 
“General Terms” means Singapore Telecommunications Limited’s General Terms and Conditions  for Enterprise which may be found at https://www.singtel.com/terms-general-enterprise . 
“Intellectual Property Rights” means all copyright, patent, trademarks, confidential information  and other intellectual property relating to or embodied in the Service and any software, service documents and/or work provided in relation to the Service and all documentation thereof
“Portal” means the myBusiness web-portal at URL: http://mybusiness.singtel.com.
“SaaS” means Software as a Service, a software delivery model in which the software is developed by a Third Party Vendor and its associated data are hosted on the cloud, where users will access through the Portal by using thin clients such as a web browser. 
“Service” refers to the relevant SaaS service(s) as stated in the related Annex.
“SRCA” means the form called the Service Request cum Agreement.
“Subsequent Orders” means additional purchases (including but not limited to add-on licenses or credits) for the Services  
“Term” shall mean the Initial Term and/or the Subsequent Term(s), as the case may be.
“Third Party Vendor” shall mean any person or entity that provides SaaS, third party software and/or related intellectual property.
“Work” means any additional work the Customer requests Singtel to perform in relation to the Service. 
1.2 The words and expressions used in these Specific Terms and Conditions, which are defined in the General Terms but are not defined in these Specific Terms and Conditions, shall have meanings as defined in the General Terms unless the context otherwise requires.   
1.3 The headings or titles to the Clauses in these Specific Terms and Conditions are to facilitate reference and shall not be referred to or relied upon in the construction of any provision of these Specific Terms and Conditions.
2. Trial Period of the Service
2.1 If applicable or as referred to in the relevant Annex, the period of trial for the Service (“Trial Period”) shall be:
(a) a period of up to thirty (30) days; or
(b) such other period as may be stipulated by Singtel as the Trial Period.
2.2 The Trial Period Service shall automatically be terminated at the end of the Trial Period. If the Customer does not convert the trial Service to a paid Service five (5) days prior to trial Service termination, all data contained in the Service shall be removed and deleted as stated in Clause 6.3 below. Without prejudice to Clause 11 of the General Terms, Singtel shall not be liable for any loss, damage or liability incurred or sustained by the Customer (including loss of data) as a result of using the Trial Period Service.
2.3 The Customer is responsible to backup and export any data, contained in the trial Service before the trial Service is terminated. 
3. Commencement, Duration and Pricing of Service
3.1 The Service shall commence on (the “Service Commencement Date”):
(a) where the Customer purchases the Service through the Portal, the date of the purchase; or
(b) where the Customer purchases the Service through a Singtel customer service consultant or by submitting a ACA Form or SRCA Form, the date the Service is first made available for use by the Customer.  
3.2 Without prejudice to Clause 3.2 General Terms, the Customer acknowledges and agrees that Singtel reserves the right to revise the Fees and Charges quoted to the Customer at (a) any time before the Customer purchases the Service or (b) during the term of the Service (which includes the Initial Term and Subsequent Term).
The revised Fees and Charges will apply as follows: -
(a) with immediate effect at the point of the Customer’s purchase of the Service; or
(b) with no less than 30 days’ - prior written notice to the Customer if the revision occurs during the term of the Service.
3.3 Unless otherwise stated in this Agreement or its relevant Annex, the subscription period for the Service shall be for a minimum period of 12 months from the Service Commencement Date (the “Initial Term”) or such other period as may be stipulated by Singtel. The Service shall continue for successive monthly periods or such other periods as stipulated by Singtel (the “Subsequent Term”) thereafter, unless terminated.
3.4 If the Customer continues subscribing to the Service after the Initial Term, the Customer agrees that the Initial Term’s Fees and Charges may no longer be valid and the Customer will be liable to pay at Singtel’s prevailing rates. 
 
3.5 All Subsequent Orders shall be at Singtel’s prevailing rates. 
 
3.6 Upon Service Commencement Date, and including any Trial Period, the Customer consents to Singtel contacting it for marketing purposes and Service improvement(s) or feedback(s). 
4. Service Requirements and Limitations
4.1 The Service is provided “as is” and “as available”. Singtel does not guarantee that the Service is fault free, continuous or uninterruptable. 
4.2 Singtel intends to improve the usability and performance of its Service by carrying out Service maintenance. During maintenance periods, the Service may not be available to the Customer. The time of performance will not be of the essence.   
4.3 The Customer is solely responsible for its and its End Users and/or third parties use of the Service (including all software, equipment, devices and documentation) and the content of all communications facilitated by the Service. The Customer warrants  that no such display, use, content or conduct of the Customer, an End User and/or any third party in relation to the Service shall be unlawful (including without limitation, fraud, invasion of privacy, illegal pornography, obscenity, defamation or interferences with, or disruption to, other network users, network services or network equipment) or prohibited by the terms of these Specific Terms and Conditions, and that no such display, use, content or conduct shall infringe the rights of any third party (including without limitation, intellectual property rights or confidential information) and Customer agrees to indemnify and render harmless and defend at its own expense, Singtel, Singtel’s subcontractors or Third Party Vendors  (or their associated companies, officers and employees) against any and all costs, claims or other liability (including reasonable legal fees), arising as a result of such display, use, content or conduct.  
4.4 Singtel is not responsible for any failure of the Service due to an accident, abuse, misapplication or unauthorized modification of the Service or a device provided for use with the Service by the Customer, an End User and/or any third party
4.5 Singtel takes no responsibility for the security, confidentiality or privacy of the communications and/or data transmitted over the Internet and does not warrant (and expressly excludes any and all express or implied warranties) that the Service will be without failure, delay, interruption, error or loss of content, data or information. Singtel shall not be liable for any compatibility issues pertaining to Customers’ computers, applications or other software on any computers using the Service nor shall Singtel be liable for any loss of data associated with the Service.
4.6 The Customer is responsible for supplying and authorizing access to its End Users. The Customer is responsible to terminates or reassigns access to the Service from any End User that the Customer deems to have become unauthorized to access the Service at any time. 
4.7 The Customer acknowledges that the availability of the Service is subject to:
(a) availability of resources, including, without limitation, availability of a suitable network infrastructure at the time at which the Service is requested or delivered;
(b) geographic and technical capability of the Singtel network and of Singtel’s delivery systems at the time at which the Service is requested or delivered; 
(c) provisioning time that may be required by Singtel to provide the Service; 
(d) the CPE meeting the minimum internet browser requirements as published on the Portal for the Service from time to time; and
(e) the Customer settlement of Customer’s outstanding debts in any Singtel service accounts.
4.8 The Customer acknowledges that:
(a) the Customer must procure and maintain at its own expense any equipment, software, operating conditions and/or specifications needed to implement, receive and use the Service, unless Singtel expressly agrees otherwise in writing; 
(b) the technical means by which Singtel supplies the Service is at Singtel’s sole discretion; 
(c) the Service does not include and Singtel shall not be responsible for any configuration of the CPE. This includes the configuration of any wired or wireless connectivity that may be supported by the CPE, unless as expressly stated in the Annex(es); 
(d) where the parties agree that Singtel deliver a solution containing both SaaS services and other services and/or products, the terms of the non SaaS service part of the solution are to be agreed between the parties separately; 
 
(e) upon using the Service, the Customer and/or the End User acknowledges and accepts the Third Party Vendor terms of service and/or End User License agreement. Breach of any Third Party Vendor’s terms may entitle Third Party Vendor to take legal action against the Customer;
(f) the Customer hereby consents that any data entered, used and/ or processed by the Service may reside on Third Party’s Vendor’s infrastructure; the Customer may use the Service only for its own internal use and the Customer may not resell or distribute the Service, unless expressly stated in writing to the contrary.  
(g) if applicable, any change in Service may cause Service termination and Clause 6.3 and 6.5 may apply;
(h) the Customer may authorize only named End Users to use the Service and shall keep a register of such named users and make it available for Singtel’s inspection at Singtel’s request. 
(i) the Customer shall be liable towards Singtel for any Service related claim presented by any End User(s) or third parties; and
(j) the Customer is responsible for ensuring that any terms and conditions of use of the Service are brought to the attention of, and complied with by, any person that the Customer permits or allows to use the Service.
4.9 The Customer shall not:
(a) through the use of the Service infringe any copyright or other intellectual property rights pertaining to the information or resources made available by the Service nor shall the Customer retain such information or resources for re-use in any computer system or otherwise;
(b) use the Service to access information and/or resources which are private to individual and organizations unless permission to do so has been granted by the owners or holders of the rights to such resources and/or information; 
(c) reverse engineer, decompile, disassemble or otherwise discover the Service or the Service APIs (application programming interface) or the software for the Service or develop, change, modify or copy the Service or the software for the Service; or
(d) remove, modify or obscure any copyright, trademark or other proprietary rights notices that is contained in the Service.
4.10 If the Customer reports a fault and following investigation from Singtel, either no fault is found or Singtel determines that the fault does not lie with Singtel, then Singtel may charge the Customer an administrative fee for the fault report at Singtel’s then prevailing rate. 
5. Version and Changes to Service
5.1 The Service supports limited number of web browsers and may require helper applications, client software and equipment. Supported combinations published on the Portal may be changed from time to time. 
5.2 Singtel has no obligation to provide, support or maintain the Service if the Customer uses software, software version, equipment or other facilities that are not in compliance with the Service requirements. 
5.3 The Service may be updated from time to time. 
5.4 Singtel is entitled to change the Service if such change is necessary due to mandatory legislation or a decision by a competent authority or the change relates to the changes by third party licensor or hardware or software manufacturer to its products or license terms. 
5.5 Notwithstanding any other termination rights contained in the Customer Agreement that Singtel may have, Singtel has a right to discontinue the Service or feature thereof  and if  the Service is not materially affected. In such instance, Singtel may terminate the agreement for the Service or feature thereof by notifying the Customer reasonably in advance. 
6. Termination
6.1 For Customers who have subscribed for the Service, Singtel or the Customer may terminate the Service, including/or the Subsequent Order, by giving to the other not less than thirty (30) days’ prior written notice. 
6.2 The Customer is responsible to make regular backups and export any data contained in the Service at all times and/or prior Service termination.
6.3 Upon termination (regardless at Trial Period or Term), the following will apply:
(a) the Customer’s data and/or user accounts will be removed and deleted; and
(b) the registered Portal account for access to the Portal will continue to be active unless Customer otherwise requests.
6.4 Singtel may terminate the Service, block any Service content and/or Service access as the case may be with immediate effect if Singtel believes that the Customer or End User’s use of the Service as the case may be is unlawful including, without limitation, alleged breach of any End User License, fraud, invasion of privacy, illegal pornography, obscenity, defamation or interference with, or disruption to, other network users, network services or network equipment. 
6.5 Upon termination of the Service, the Customer shall be liable to pay Singtel: 
(a) where the effective date of termination of the Service is the same as the expiry date of the Initial Term for the Service, the Fees and Charges up to and including the effective date of termination of the Service;  
(b) where the effective termination date of the Service is before the expiry date of the Initial Term for the Service, the Fees and Charges up to and including the effective date of termination of the Service and 100% of the monthly recurring charge(s) for the period between the effective date of termination of the Service and the expiry date of the Initial Term of the Service (if applicable); or
(c) where the effective termination date of the Service occurs during the Subsequent Term, the Fees and Charges up to and including the effective date of termination of the Service and 100% of the monthly recurring charge(s) for the period between the effective date of termination of the Service and the expiry date of the Subsequent Term of the Service (if applicable).
 
7. Service Provision
7.1 Singtel shall charge for all Work at Singtel’s then prevailing rate, where applicable. 
7.2 In addition to the Fees and Charges in Clause 3 of the General Terms, a surcharge shall be payable for any Work on public holidays, the eve of public holidays, or outside the following hours:
Monday to Friday 8.30am - 6.00pm
Saturday 8.30am - 1.00pm
7.3 Singtel reserves the right not to accept or proceed with any application for Work. In particular, Singtel may not accept or proceed with any application for Work if:
(a) the application submitted by the Customer and received by Singtel is not duly completed, signed and company stamped as necessary; or
(b) Singtel considers it is unable to perform the Work due to non-availability of resources as stipulated under Clause 4.7.
7.4 Where the Customer requests that Singtel provision the Service within a specified period, Singtel shall, in consultation with the Customer, determine the date to complete the Work (the “Date of Service Required”). 
7.5 If Singtel is unable to complete all or any of the Work on or before the Date of Service Required, then the Customer must:
(a) cancel that part of the Work that Singtel is unable to complete on or before the Date of Service Required, without being liable to pay the cancellation charges referred to in Clause 5.3 of the General Terms; and
(b) accept that part of the Work that Singtel has completed, and pay for the same at Singtel’s then prevailing rate; 
and the Customer shall have no other claim against Singtel, and Singtel shall have no liability in contract, at law or equity, for failure to complete the Work before the Date of Service Required. 
7.6 If the Customer requests to defer completion of the Work to a date after the original Date of Service Required, the Customer shall be liable to pay a reservation fee at Singtel’s then prevailing rate. For the purposes of this Clause, the period of reservation shall be the period between the originally agreed Date of Service Required and the date of completion of the Work. 
7.7 If the Customer cancels the Work, the Customer shall be liable to pay the cancellation charges at Singtel’s then prevailing rate.
8. Intellectual Property Rights
8.1 All the Intellectual Property Rights belong to Singtel, Singtel’s subcontractors or Third Party Vendors who have issued licenses to Singtel for the provision of the Service and are not transferred to the Customer.
9. Limitation of Liability, Damages
9.1 The Customer shall present any claims in writing to Singtel within one (1) month from the date the defect which the claim relates to was noticed, or should have been noticed, but in any event within one (1) month from the delivery. 
9.2 Without prejudice to Clause 10 of the General Terms, the Customer shall be responsible and liable for any costs, expenses and damages of Singtel arising out of or due to the unauthorized use, copying, reproduction and/or distribution of the Service, the software or their parts.
9.3 In addition to Clause 11.1.2 of the General Terms, Singtel shall not be liable in any way, whether in contract, tort (including negligence or breach of statutory duty) or otherwise for any losses, damage or liability incurred or sustained by the Customer as a result of Singtel carrying out actions on Customer’s request or instructions. 
10. Force Majeure
10.1 Singtel is released from all contractual obligations and liability if Singtel’s performance is affected by force majeure. 
11. Consent to Use and Disclosure of Information and Data
11.1 The Customer agrees that Singtel shall be entitled to use or disclose any information or data disclosed by the Customer in accordance with Clause 15 of the General Terms.  The Customer is entitled to withdraw such consent in the procedure as prescribed by Singtel from time to time.
12. General
12.1 The Customer acknowledges and agrees that the Service may include Third Party Vendor software and/or other related items to which the Customer agrees to bear any and all risk in respect of any use by it thereof or reliance upon any results or data produced thereby. Singtel makes no warranty or representation whatsoever in relation to any component of the Service and specifically disclaim any and all express or implied warranties (including any warranty as to non-infringement, satisfactory quality and/or suitability for purpose etc) in relation therewith to the maximum extent permissible by law. Accordingly, the Customer shall not make any claim whatsoever against Singtel or any of its related corporations, howsoever based on any use by the Customer of any component of the Service hereunder. 
12.2 The Customer shall, at all times, be bound by and shall fully observe and comply with any and all Third Party Vendor terms and conditions of use whether or not attached to these Specific Terms, including any variations and/or amendments thereto, that is howsoever and/or whensoever notified to the Customer by such third party or by Singtel. The Customer acknowledges and agrees that it shall be a condition for the Service to be rendered or continue to be rendered (as the case may be), for the Customer to agree to and be bound by and to fully observe such Third Party Vendor terms.
12.3 The Customer shall be bound by and shall fully observe and comply with all the General Terms as well as such other terms and conditions as may be agreed or accepted by the Customer. The rights and protections conferred on Singtel under these Specific Terms and Conditions shall be additional to the rights and protections conferred on Singtel under the General Terms and any other terms and conditions agreed or accepted by the Customer.
 
12.4 Any Clause in the General Terms, these Specific Terms and Conditions, or any other terms and conditions as may be agreed or accepted by the Customer, that is invalid, unenforceable or illegal shall be enforced as nearly possible in accordance with its intended meaning, but shall otherwise be deemed to be severed and shall not affect the enforceability of any other Clauses, which Clauses shall continue to be valid and enforceable to the fullest extent permitted by law.
 

 

 
ANNEX – Singtel Cloud Backup Services
 
*Note: This shall be read together with the Specific Terms Singtel SaaS Service*
 
Singtel Cloud Backup consists of three main components: that part of the Portal that relates to Singtel Cloud Backup (the “Singtel Cloud Backup Platform”), Singtel Cloud Backup Software, and Singtel Cloud Backup Hosted Storage Service as explained in Exhibit A to this Annex.
1. Definition and Interpretation
1.1 In this Annex, the following words and expressions shall have the following meanings:
“End User License” means the licence terms imposed by the Third Party Vendor on Customers and End Users before use of the Service or Products, which is located at https://www.acronis.com/en-us/download/docs/eula/corporate/.
“General Terms” means Singapore Telecommunications Limited’s General Terms and Conditions  for Enterprise which may be found at https://www.singtel.com/terms-general-enterprise
“Portal” means the web-portal at URL: https://backup.singtel.com/
“Products” means the SaaS products that Customer will license from Singtel from time to time and access through the Singtel Cloud Backup Platform.  The term “Products” also includes the Singtel Cloud Backup Platform and all related documentation that Singtel does not make public on its websites.
“Specific Terms” means the Specific Terms and Conditions for Singtel SAAS Service.
1.2 The words and expressions used in this Annex, which are defined in the General Terms and Specific Terms but are not defined in this Annex, shall have the same meanings as defined in the General Terms and Specific Terms unless the context otherwise requires.
1.3 In the event of any inconsistency between the terms in this Annex and the General Terms and Specific Terms, this Annex shall prevail. 
2. License Restrictions
2.1 No Reverse Engineering.  Customer will not and will not permit others to reverse engineer, decompile, disassemble, adapt, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how, or other information from any portion of any Product (collectively, “Reverse Engineering”), or permit or induce the foregoing by others, in whole or in part.
2.2 No Unauthorized Derivative Works.  Customer will not modify, adapt, alter, translate, or create derivative works of any Product in any manner and will not assist or permit others to do so.
3. Support
3.1 Prior Versions.  Singtel and its Third Party Vendor will only support Products and Services installations that are no older than two (2) prior released versions. Customer will update to the newest version of the Products and Services within six (6) months of its release, which may only be offered at additional cost to Customer.
4. Right of Suspension
4.1 Singtel may at any time suspend Customer’s access to the Products and Services, in whole or in part, for the following reasons:
A. For Singtel or its Third Party Vendor to comply with any contractual, statutory, and/or regulatory obligation, a request or order from law enforcement, or a competent judicial, governmental, supervisory or regulatory body;
B. if Singtel and/or its Third Party Vendor has reasonable grounds to suspect that Customer, or End Users have acted or will act fraudulently, unlawfully, in a criminal way, or in a way that could prejudice Singtel, its Third Party Vendor, their other customers or other end users;
C. in case Customers or their End Users violate any contractual, legal, regulatory, statutory, or administrative obligation;
D. in case of a Force Majeure Event; 
E. if Singtel is informed by Customer that Product access credentials have been compromised;
F. at Customer’s request for specific End Users, to the extent that it is technically possible;
G. if Singtel or its Third Party Vendor establishes or has a reasonable belief that (i) Customers or any of its End Users impairs or endangers the operational availability of any Product or Service; (ii) such action is necessary to prevent or protect against fraud, tricks, tampering, schemes, false or invalid numbers, false credit devices, electronic devices, or any other fraudulent means or devices; or (iii) such action is necessary to protect Singtel or its Third Party Vendor, their affiliates and their respective officers, directors, shareholders, employees and agents, and/or others against actual or potential adverse financial effects;
H. if Customer fails or refuses to provide information, or provides false information, regarding Customer’s past or current use of the Products and Services, or characteristics pertaining to its use or planned use of the Products or Services;
I. where necessary for maintenance of Singtel or its Third Party Vendor’s APIs, infrastructure, or any other services; or
J. if Customer continues to use any Product or Service that is at or past the end of its life (i.e., after Singtel or its Third Party Vendor ceases to provide support and/or security patches for that Product or Service).
4.2 Notice.  If reasonably practicable under the circumstances, Singtel or its Third Party Vendor will inform Customer in advance of the suspension, stating the reason(s) for the suspension.  
4.3 Consequences of Suspension.  Singtel will not be liable to anyone for any loss or damage arising from or related suspension of access to the Products or Services for any of the causes mentioned in Section 4.1
5. Confidentiality
5.1 User Data.  Singtel and its Third Party Vendor hereby acknowledge that they acquire no ownership right, title, or interest to any data that any of the End Users processes, stores, or transmits using the Products or Services (“User Data”).  Subject to Singtel’s Third Party Vendor’s normal access and security procedures and privacy policy (found at https://www.acronis.com/en-us/company/privacy.html), Customer hereby grants Singtel’s Third Party Vendor a non-exclusive, transferable license to use the User Data as necessary to provide Customers and the End Users with the Products and Services as a condition of their use thereof.    Singtel and Third Party Vendor will have the right to monitor and analyze Customers’ use of the Products and Services and to use the results of such monitoring to improve the Products and Services during and after the Term. Customer represents and warrants that: (i) it has obtained, and will obtain, all consents and approvals necessary from their End Users to provide the User Data to Singtel and its Third Party Vendor, and for Singtel and its Third Party Vendor to use the User Data in accordance with these terms; and (ii) it has all rights necessary to grant the license in this Section 5.1. Singtel and Third Party Vendor have have no liability to anyone for the loss or misappropriation of any User Data that the owner of such data fails to encrypt using the encryption available in any Product that the owner used to process that User Data.
5.2 Confidential Information.  Confidential Information” means User Data (defined in Section 5.1), the code, software and trade secrets contained within the Products and Services, these terms, and valuable, proprietary and confidential information with respect to Singtel and/or Third Party Vendor’s business, including, information that may relate to Singtel and/or Third Party Vendor’s financial information, condition, or affairs, financial projections, financial analysis, corporate organizational documents, business plans, forecasts, products, whether in distribution or under development, trade secrets, computer source code and object code, software and other product designs and specifications, methodologies, data, developments, ideas, improvements, product and marketing plans, customer and vendor lists, and other oral, visual, or written information that the Singtel and/or Third Party Vendor designates as confidential or proprietary at the time of disclosure or that, under the circumstances surrounding disclosure, or by the nature of the information, would reasonably be understood by Customer to be confidential or proprietary, including any of the foregoing that is Confidential Information of Singtel and/or Third Party Vendor’s customers, vendors, partners, licensors or other third parties with respect to which Singtel and/or Third Party Vendor has an obligation of confidentiality.  If Customer is required to disclose any of Singtel and/or Third Party Vendor’s Confidential Information by a judicial or governmental order, Customer will give Singtel and/or Third Party Vendor reasonable advance notice of the disclosure such that Singtel and/or Third Party Vendor has the opportunity to contest, at its own expense, the disclosure of the Confidential Information, where such notice is not prohibited by law or government order.
5.3 Confidentiality Obligations.  Customer agrees that it will maintain Singtel and/or Third Party Vendor’s Confidential Information in confidence, prevent its disclosure, and protect it from unauthorized use with at least the same degree of care that it uses to protect its own most critical proprietary information, but in no event less than a reasonable amount of care.  Customer will prevent copying or use by its employees and others except for the purpose of exercising the rights expressly granted under these terms.  Customer will immediately notify Singtel if it becomes aware of such unauthorized copying or use.  Customer will ensure that anyone to whom it make disclosures about, or provides access to the Products and Services are bound by confidentiality obligations at least as protective of Singtel and/or Third Party Vendor as are in these terms.
5.4 Monitoring.  Customer understands and acknowledges that Singtel and its Third Party Vendor may monitor the operation and usage of the Products and Services through reporting functions in the Products and Services.    Subject to Section 5.1, Singtel and its Third Party Vendor will have the right to use any and all data and information related to Customers and their End User’s use of the Products and Services for any lawful purpose including invoicing, statistical analysis, benchmarking, and research purposes.
5.5 Feedback.  Customer is welcome to provide suggestions, ideas or other feedback regarding the Products and Services (“Feedback”).  To the extent that Customer provides Singtel and/or its Third Party Vendor any Feedback, Singtel and its Third Party Vendor will be free to use the Feedback in any manner and for any reason (including to incorporate the Feedback into future versions of Products and Services), with no obligation of confidentiality or compensation to Customer and without restriction of any kind.
5.6 Data Location. Singtel and/or Third Party Vendor may without notice: (A) move the data stored in a data center operated by the Third Party Vendor to another data center within the same country, and (B) move the data stored in a data center operated by the Third Party Vendor in the European Union or Switzerland to another data center within the European Union or Switzerland.
5.7 Return of Data.  Upon request by Customer, Singtel will work with its Third Party Vendor to (a) return to Customer, for free over the network, or for a fee in accordance with Singtel and/or its Third Party Vendor’s then-current pricing if Customer requests special handling or use of any media, provided that Singtel and its Third Party Vendor may reasonably refuse any request for special handling or use of specific media, all the User Data (or such portion of the User Data as requested by Customer) stored in Singtel and/or Third Party Vendor’s data center, and (b) erase all or any part of the User Data stored in a Singtel or Third Party Vendor’s data center, in each case to the extent so requested by Customer.  Notwithstanding the foregoing, Singtel and its Third Party Vendor may retain any archival media containing the User Data for back-up purposes and as required by law.
5.8 Data Controller.  Customer agrees that, as between it and Singtel, Customer is the data controller of the User Data and is solely responsible for compliance with all applicable laws, rules, and regulations pertaining to data controllers.  Customer acknowledges that Singtel and its Third Party Vendor do not know what data is contained in the User Data.  If the User Data includes the personal data of individuals in the European Union protected by the General Data Protection Regulation commonly known as GDPR, Customer will execute Singtel’s Third Party Vendor’s form of data processing addendum.
6. Proprietary Rights
6.1 Ownership.  The Products and Services are licensed and not sold to Customer, notwithstanding any references to “sale” or “sold.” The Products and Services are and will remain the sole and exclusive property of Singtel, its Third Party Vendors, or their suppliers or licensors, as applicable, whether the Product or Services are separate or combined with any other products. Singtel’s, its Third Party Vendor’s or their suppliers’ or licensors’ rights, as applicable, under this subsection will include, but are not be limited to: (i) all copies of the Products, in whole or in part; (ii) all intellectual property rights in the Products and Services; and (iii) all modifications to, and derivative works based upon, the Products. Customer will not delete or in any manner alter the intellectual property rights notices, if any, appearing on the Products or Services as delivered or made available to Customer and/or its End Users. As a condition of the license rights granted to Customer, Customer will reproduce and display such notices on any copy of any Products or Services. 
6.2 Third-Party Infringement.  Customer hereby agrees to use reasonable efforts to protect Singtel’s and/or its Third Party Vendor’s intellectual property rights contemplated herein and will report promptly to Singtel any infringement of such rights of which Customer is aware or becomes aware.  Singtel and Third Party Vendor reserve the sole and exclusive right at their discretion to assert claims against third parties for infringement or misappropriation of their respective intellectual property rights in the Products and Singtel Cloud Backup Platform.
7. Disclaimer of all warranties. All Products and Services and accompanying documentation, and all other materials that Singtel or Third Party Vendor may provide to Customers are provided “AS-IS.”  To the maximum extent allowed by applicable law, SINGTEL SPECIFICALLY DISCLAIMS ALL STATUTORY OR OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT OF THIRD PARTY RIGHTS BY FILTERING, DISABLING, OR REMOVING SUCH THIRD PARTY'S SOFTWARE, SPYWARE, ADWARE, COOKIES, EMAILS, DOCUMENTS, ADVERTISEMENTS OR THE LIKE, OR ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.  Without limiting the generality of the foregoing, Singtel specifically does not warrant that the Products and Services will meet the requirements of Customer or any End User, or that the operation of the Products and Services will be accurate, uninterrupted, reliable, without loss of data, or error-free.  To the extent that Singtel may not disclaim any warranty as a matter of applicable law, the scope and duration of such warranty will be the minimum permitted under such law.
8. Compliance with laws
8.1 Customer acknowledges and agrees that the Products and Services may be subject to economic sanctions and export controls of (I) the United States (“US”), (II) the United Nations Security Council, (III) the European Union or any member state thereof (“EU”), (IV) the United Kingdom (“UK”), (V) Switzerland, or (VI) the respective governmental institutions of any of the foregoing including, without limitation, OFAC, the U.S. Department of Commerce, the U.S. Department of State, any other agency of the U.S. government, and Her Majesty’s Treasury (each, a “Sanctions Authority”).  Customer agrees not to knowingly engage in any transaction or activity that would result in liability to Singtel and/or Third Party Vendor under any Sanctions Authority’s sanctions or export control law or regulation.  Customer agrees to comply with all Sanctions Authorities’ economic sanctions and export control laws and regulations as if it were subject to each of them, and with all otherwise applicable export or import regulations of other countries with respect to Products.  Customer agrees that it will not allow any third-party to remove or export from the US, EU, UK or Switzerland (the “Sanctions Authorities Jurisdictions”) or allow the export or re-export of any part of the Products and Services or any direct product thereof (I) into (or to a resident or entity incorporated under the laws of) any country subject to a comprehensive Sanctions Authority embargo, (II) to anyone on any of the lists of designated or sanctioned individuals or entities (or equivalent) issued by any Sanctions Authority, each as amended, supplemented or substituted from time to time, including, without limitation, the List of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, each administered by OFAC; the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; the Consolidated List of Financial Sanctions Targets in the UK and Ukraine; List of Persons Subject to Restrictive Measures in View of Russia’s Actions Destabilising the Situation in Ukraine, each administered by Her Majesty’s Treasury; and the Swiss Secretariat of Economic Affairs Overall list of sanctioned individuals, entities and organizations (collectively, the “Lists”), or (III) to any country, entity or person to which such export or re-export is restricted or prohibited, or as to whom any Sanctions Authority Jurisdiction requires an export license or other governmental approval at the time of export from within a Sanctions Authority Jurisdiction, respectively, or re-export without first obtaining such license or approval.  With regards to the Customer’s enablement of the use of the Products and Services by any End User or any other third party whose rights are derivative of any of them, Customer assumes sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any export law or regulation.
8.2  Customer represents and warrants that Customer is not included on any of the Lists. Customer will immediately inform Singtel if Customer becomes included on any of the Lists and will cooperate with Singtel’s or Third Party Vendor’s investigation and/or reporting of such action to appropriate Sanctions Authorities, which may occur at Singtel and/or Third Party Vendor’s sole discretion.
8.3  Customer may not use or enable the use of the Products and Services by any End User or any other third party whose rights are derivative of any of them who is a resident of, entity incorporated under the laws of, or under control of any of the governments of any country subject to a comprehensive Sanctions Authority embargo, which as of the date hereof includes: Cuba, Iran, North Korea, Syria and the Crimea region of the Ukraine (which region for the purpose of this paragraph may be referred to as a country).  Each time Customer uses or enables the use of the Products and Services, Customer represents, warrants, and covenants that none of its End Users or any other third party whose rights are derivative of any of them (I) is a resident of, an entity incorporated under the laws of, or under the control of the government of any country subject to a comprehensive Sanctions Authority embargo; (II) will download or otherwise export or re-export any Products and Services, directly or indirectly, to the above mentioned countries or to residents or entities incorporated under the laws of those countries, or permit any third party to do so; (III) are listed in any of the Lists or subject to any Sanctions Authority’s sanctions; or (IV) will use or allow the use of the Products and Services for any purposes prohibited by any Sanctions Authority Jurisdiction law, including, without limitation, for the development, design, manufacture, or production of nuclear, chemical, or biological weapons, weapons of mass destruction or their proliferation; or (V) are using or permitting others to use the Products and Services to create, store, backup, distribute, or provide access to child pornography or any other content or data which is illegal under the applicable law, including that where Customer is domiciled.
8.4 Singtel will not be liable to Customer or any of its officers, directors, employees, agents, contractors, designees, customers and/or any other party, for any refusal or failure to provide goods, software, services or technical data as a result of any action taken as a result of any inclusion of Customer on any of the Lists.
8.5  If Singtel or Third Party Vendor has a good faith belief that Customer, or any third party acting on Customer’s behalf, intends to violate, has violated, or causes Singtel or Third Party Vendor to violate, any Sanction Authority’s export controls or sanctions law or regulation, Singtel may terminate this Agreement and the relevant agreement incorporating this Annex immediately, notwithstanding any other provision to the contrary.  In the event of such termination, Singtel will be relieved of all liability and obligations of any kind under this Agreement.
8.6  Customer will indemnify and hold Singtel and Third Party Vendor harmless for any and all claims, losses, damages, liabilities, expenses and costs of whatever nature, including reasonable attorneys’ fees and expenses, arising out of Customer’s non-compliance with any Sanctions Authority’s export control or sanctions laws or regulations or Customer’s inclusion on any of the Lists.  Singtel will be relieved of all claims and liabilities arising from (I) termination pursuant to this Clause 8 of the agreement incorporating this Annex, and (II) Singtel or Third Party Vendor’s refusal, failure or inability to perform as a result of Customer’s inclusion on any of the Lists.
8.7  Singtel may at its option, exercisable by notice to Customer at any time (the “Pre-Screen Notice”), direct Customer not to authorize or permit the use of Products and Services by any End User or any third party whose rights to use the Products and Services would be derivative of any of them unless Singtel will have first approved such use in writing, including by email.  After Customer receives the Pre-Screen Notice, Customer will give Singtel advance written notice, including by email, of the identity of any such End User or third party, with such accompanying detail and additional information as Singtel may request.  Singtel and/or Third Party Vendor will use that information to determine whether any such person is on any of the Lists.  Singtel will give notice to Customer of its approval of any such person not on any of the Lists.  Any such person who is, or who appears to be on any of the Lists will not be approved and the Customer will not deal with them regarding the Products and Services.
8.8  Singtel may audit Customer’s compliance with this Clause 8. Customer will also, upon request of Singtel, provide to Singtel the names of all End Users and all third parties whose rights to use the Products and Services are derivative of any of them.
8.9  Singtel may at any time suspend Customer’s access to the Products and Services, in whole or in part, at any time without liability to Singtel if Customer, or any of its End Users or other third party whose rights are derivative of any of them is subject to any Sanctions Authority’s Sanctions, violates any Sanctions Authority’s export controls, or violates the Third Party Vendor’s policies referenced in Section 8.10 of this Annex.
8.10  Sanctions and Export Controls.  Customer hereby agrees to provide all necessary cooperation for Third Party Vendor to remain in full compliance at all times with the Third Party Vendor’s Sanctions and Export Controls Compliance Policy available at https://www.acronis.com/en-us/support/sanctions-and-export-controls-compliance-policy.html, as Third Party Vendor may update it in its own discretion from time to time without notice to Customer.  The terms and conditions at the foregoing link are in addition to and not in contravention of the provisions of this Annex.
8.11  Certification.  Without in any way limiting the foregoing provisions, Customer will certify to Singtel in writing compliance with its obligations under this Clause 8, at least annually on or before March 31 of each calendar year, and at such other times as Singtel may request.
9. Termination
9.1 Singtel will have the right to terminate the agreement incorporating this Annex in the event of Customer’s payment default and failure to cure such default within five (5) days after written notice.
9.2 Effect of Termination: Upon termination, the following will apply:
(a) all licenses granted to Customer under this Annex will terminate;
(b) Customer will confirm to Singtel that all installed instance of the Products have been removed and uninstalled from all Customer’s machines; and
(c) Customer will return to Singtel any Singtel-owned hardware at Customer’s expense and using shipping methods designated by Singtel.
 
EXHIBIT A FOR ANNEX – SINGTEL CLOUD BACKUP SERVICES
 
1. DEFINITIONS. The capitalized words and expressions used in this Exhibit A shall have the same meanings as defined in the Third Party Vendor’s Licensing Policy, which may be found at http://www.acronis.com/en-us/company/licensing.html.
2. LICENSING RESTRICTIONS
2.1. Each End User may only use provided login credentials and may not share the login credentials with any other person or entity.
2.2. EULA.  After End Users accept the EULA, they can begin the installation and register their workloads.  Workloads are registered to the online account in the relevant Product platform by entering the End User’s account credentials for the relevant Product.
2.3. Availability.  The availability, nature, quantity, and other specifics regarding Products and Services, as well as parts thereof, may vary based on geographical location and decisions Singtel and its Third Party Vendor make in their sole discretion from time to time with respect to combining Products and Services into various bundles, packages, editions, and pricing models.  Without limiting the generality of the foregoing, (A) certain storage destinations may be unavailable to Customers and End Users, and (B) certain combinations of Products and Services may be unavailable to Customers and End Users
2.4. Complimentary Allotment.  Certain licenses may include a complimentary allotment of Singtel Cloud Backup Hosted Storage Service for use with specific Workloads (“Complimentary Allotment”).  Should there be any uncertainty as to whether Customer’s use of Singtel Cloud Backup Hosted Storage Service or part thereof falls under the definition of Complimentary Allotment, Singtel will decide in its reasonable discretion.  Its decision will be final and binding on both parties. Singtel and its Third Party Vendor may reduce or alter the Complimentary Allotment associated with any license in its sole discretion from time to time.
 
3. SINGTEL CLOUD BACKUP PLATFORM
3.1. Platform Description.  Singtel hosted and web-based Singtel Cloud Backup Platform offers Customers and their End Users a management console with the functionality to create, review, update, delete, and assign administrators and users.
3.2. Account Overview.  The Singtel Cloud Backup Platform offers Customers and their End Users a comprehensive overview of the account structure and its workloads and protection agents registered to the End User accounts.  This overview contains information about settings of specific workloads, protection status, status of last backup, and the next scheduled backup.  The Singtel Cloud Backup Platform automatically sends email notifications to account administrators and End-Users in case of backup failure, backup success, backup warning, daily recap about active alerts.  Account administrators and End Users bear the sole responsibility for the consequences of failing to take appropriate steps in response to such email notifications.  Singtel will have no liability to anyone for such failure.  The Singtel Cloud Backup Platform provides log-files for each individual protection plan error to assist with error analysis and troubleshooting.
3.3. Reporting.  All accounts can generate monthly usage reports or request ad-hoc reports for a specific time period.  These are sent via email in table or text format with an attached .csv file and contain the following information: Date, Tenant name, Identifier, Type, Status, Mode, Usage calculation mode, Service name, Edition, Metric name, Location, Metric unit, Beginning of the billing period, Quota, Production usage, Trial usage, Total usage.
3.4. API.  The Singtel Cloud Backup Platform can also be accessed through a REST API (documentation can be provided upon request).
 
4. SINGTEL CLOUD BACKUP SOFTWARE
4.1. Agents.  After activation of their accounts End Users can download and install protection agents for Windows/Linux Servers, Windows/Mac workstations, Virtual Machines (Hyper-V, VMware, Virtuozzo), Mobile Devices (iOS, Android), and Applications (Microsoft SQL Servers, Microsoft Exchange Server).
4.2. Protection Options.  The Singtel Cloud Backup Software supports the backup of individual files, complete Image backup, Antimalware protection and monitoring for Server, VM, Hosting Server and Workstation.
4.3. Protection Process.  Through the Singtel Cloud Backup Platform, End Users can define their protection plans on a per workload basis and configure the protection, including the AES 256-bit data encryption.  The protection agent connects over secure SSL to the selected storage destination.  In the protection plan, the maximum bandwidth usage for backup data transfer can also be set. 
4.4. Singtel Cloud Backup Data Centers.  Singtel’s Third Party Vendor hosts and operates the Singtel Cloud Backup Platform and Singtel Cloud Backup Hosted Storage Service in secure third-party data centers owned by third party providers.  Singtel does not operate, but its Customers and End Users may store date in: (i) Google data centers that Google makes available to users of the Products; and (ii) Microsoft Azure data centers that Microsoft makes available to users of the Products.
4.5. Selected Data Center.  Singtel will plan, provide, maintain, operate and manage the data centers as necessary to provide the Services.  Singtel reserves the right to choose the data center in which to store Singtel Cloud Backup data.  Notwithstanding the foregoing, Singtel may without notice: (A) move the data stored in a data center operated by the Singtel’s Third Party Vendor to another data center within the same country, and (B) move the data stored in a data center operated by the Singtel’s Third Party Vendor in the European Union or Switzerland to another data center within the European Union or Switzerland.
5. HOSTED STORAGE SERVICE 
5.1. Default Destination.  Singtel Cloud Backup Hosted Storage is the default destination for the data backed up using Singtel Cloud Backup. 
5.2. Location and Process.  This is located in the same data center(s) as is Singtel Cloud Backup Platform, but physically separated within different hardware.  The storage software used is proprietary software that is based on Reed-Solomon code to protect the backups and files from data loss in case of any failure.  Platform Data is not replicated or backed up to other data centers.  If selected during the backup plan’s creation, the Singtel Cloud Backup Data is stored encrypted (AES 256-bit).  
5.3. Retrieval.  Backup data can be retrieved through a separate secure web console or by downloading an ISO image for a bootable media.
 
 
 

 

 
 
 
ANNEX – Singtel Cloud Backup Installation and Set-up Services 
 
*Note: This Annex shall be read together with the Specific Terms Singtel SaaS Service*
 
9. Definition and Interpretation
9.2 “Installation and Set-up Support” means the following support:
(a) Basic systems health check (such as uninstall any unnecessary backup software, if any)
(b) Setup of login customer account (login access to be provide by customer)
(c) Installation of download agent 
(d) Installation of cloud agent on laptops/desktops only (Windows or MAC)
(e) Configuration of backup schedule (Full/ Incremental backup)
(f) Setup of up to 15 retention policies
(g) Setup of retention period on the Cloud Backup Platform
(h) Configuration of backup destination 
(i) Setting up of NAS, - Network location
(j) Testing recovery of a file after backup completion
(k) Demonstration of services as implemented
(l) Basic knowledge transfer of up to 30 minutes
9.3 The words and expressions used in this Annex, which are defined in the General Terms and/or Specific Terms and Conditions but are not defined in this Annex, shall have meanings as defined therein unless the context otherwise requires.
10. Service Requirements and Limitations
10.2 The Customer may receive links or communications from the Service to directing the Customer to the Third Party Vendor’s or other third party’s website, features or software(s). Without prejudice to Clause 12 of the Specific Terms, the Service could contain third party content or functionality that Singtel does not endorse, maintain or control. The functionality of the Service may permit interactions between the Service and the above stated websites or features, including requiring the Customer to use their Third Party Vendor’s login credentials. The Customer agrees Singtel does not control those websites, features and/or software(s) and such interaction of the Service is at the Customer’s own risk. 
10.3 Third Party Vendor may disable the Customer’s Service for legal or regulatory reasons or as otherwise permitted by the Third Party Vendor’s terms. 
10.4 To the extent required by law, the Customer shall notify its End Users that their data may be processed for the purpose of meeting legal and regulatory requirements. The Customer shall obtain End Users consent for such use by Singtel or by Third Party Vendor.
10.5 Singtel shall not be liable to Customer for Third Party Vendor’s failure or omission to provide the Service license(s). Customer agrees to indemnify and defend Singtel at its own expense against any and all costs, claims or other liability (including reasonable legal fees) in connection with or arising out of such failure or omission.
11. Additional Support for the Service 
11.2 Singtel shall only provide the necessary Customer Information to Singtel’s appointed agent, where Customer elects to purchase Installation and Set-up Support (collectively “Additional Support”) for the Service to facilitate set-up support and communications between the agent and Customer. 
11.3 Additional Support will be conducted through remote control using Team Viewer, Microsoft Teams, Desktop Remote Connection and/or On-site. The service is available during the first 10 business days after the Date of Service Required, at the following hours: Monday to Friday 9.00am - 5.00pm, excluding public holidays.
11.4 Additional Support is deemed delivered to the Customer upon its completion. Customers shall contact the designated Singtel helpdesk if there are any Service-related issues.