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Terms of Service
The following Terms and Conditions govern the Services
(as defined below) made available by MediaRing Ltd (“MediaRing”).
By completing and submitting the Application Form, Customer is deemed
to have accepted and agreed to be bound by these Terms and Conditions.
Customer is advised to read these Terms and Conditions carefully
before submission of the application. This Agreement shall only
be effective upon MediaRing notifiying Customer of the acceptance
of the Application Form.
1. Definition
In this Agreement the following words and expressions
shall have the following meanings:
“Agreement” means the completed Application
Form and these Terms and Conditions herein as from time to time
amended by MediaRing. Such amendment shall take effect as from such
date as MediaRing may determine. MediaRing shall notify Customer
of such changes through MediaRing’s web site or such other
form as MediaRing may deem appropriate. Customer’ continued
use of the Services shall be deemed Customer’s acceptance
of the modified Terms and Conditions.
“Application Form” means a request
made by Customer to MediaRing for the provision of the Services
subject to the terms and conditions of this Agreement.
“Billing Start Date” means the date
when MediaRing bills Customer for the Services provided hereunder,
which shall start from the next calendar day after the expiry of
Trial Period.
“CDR” means call detail record which
is generated by MediaRing’s billing system.
“Charges” means the monthly service
fees as set out in the Application Form, the charges for the usage
of Off-net Calls service which shall be based on the MediaRing’s
rates, the system set up fees and/or any fees/charges incurred relating
to the setting up and/or connection of the system and other fees
or charges payable by Customer for or relating to the Services under
this Agreement.
“Customer” means a person, company
or organisation applying for the Services and accepted by MediaRing.
“Equipment” means the necessary device
and equipment, including MediaRing’s gateway and Q-Box, as
further described in the Deployment Schedule, provided by MediaRing
to Customer to access the Services.
“Minimum Subscription Period” means
the period commencing from the date of Billing Start Date of the
first points of connection to the date twelve (12) months thereafter.
In the event that Customer requests for subsequent points of connection,
the expiry date of Minimum Subscription Period of earlier points
of connections shall be extended to the expiry date of the latest
points of connection.
“Off-net Calls” means calls originating
from a voice gateway or equivalent and terminating in a PSTN (Public
Switched Telephone Network).
“On-net Calls” means calls or faxes
originating from a voice gateway or equivalent and terminating at
another voice gateway or equivalent within the same originate predefined
group.
“Trial Top-up” means the amount and/or
sum paid by Customer to MediaRing in accordance with Clause 4 for
the use of Off-net Calls service during the Trial Period.
“Usage Limit” means the limit set for
the Off-net Calls service in accordance with Clause 4 and 5.2 which
is at the discretion of MediaRing.
“Services” means the provision of MediaRing
Enterprise service whereby Customers are able to make On-net &
Off-net calls over VOIP and using MediaRing’s network and
equipment over the internet to any destinations listed in MediaRing’s
rate table.
Words denoting the singular number only shall include the plural
number and vice versa.
The captions in this Agreement are for convenience only and shall
not be used in any way to interpret the provisions of this Agreement.
2. Use of the Services and Equipment
| 2.1 |
The Services and Equipment provided hereunder
are to be used for Customer internal use only. Customer shall
not resell or transfer the Services and/or Equipment to any
third party for any purpose, or make any charge for the use
of the Services. MediaRing reserves the right to immediately
terminate the Services, if MediaRing determines at its sole
discretion that the Services and/or Equipment are being used
contrary to the provisions of this Agreement.
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| 2.2 |
Customer agrees to use the Services and Equipment
only for lawful purposes. Customer is liable for any and all
use of the Services and/or Equipment by itself or by any person,
with or without Customer’s acknowledgement or authority,
making use of the Services or Equipment and Customer agrees
to indemnify and hold harmless MediaRing against any and all
liability for any such unlawful use.
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| 2.3 |
Customer agrees to assume all responsibility
for use of the Services and/or Equipment in a jurisdiction which
prohibits the services offered, Customer does so at its own
risk and is responsible for compliance with the laws of that
jurisdiction.
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| 2.4 |
Customer shall comply with all reasonable
instructions, notices or directions given by MediaRing from
time to time with respect to the use of Services and/or Equipment. |
3. Equipment
| 3.1 |
The Equipment provided by MediaRing hereunder
shall remain at all times MediaRing’s property. Customer
acknowledges that Customer shall not have any rights to the
Equipment except for the sole purpose of using it to receive
the Services in accordance with this Agreement.
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| 3.2 |
Customer shall ensure that the Equipment shall
at all times remain in Customer’s custody. Save for reasonable
wear and tear, Customer shall use and maintain the Equipment
in reasonably good working condition in accordance with the
guidelines, instructions or specifications given to Customer.
In any event Customer shall not, either themselves or through
any other person(s) modify the Equipment without MediaRing’s
prior written consent.
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| 3.3 |
All returns and replacements for the Equipment
can only be made with MediaRing’s prior written approval.
All returns of the affected Equipment shall be in original packaging
or equivalent. Unless otherwise specified by MediaRing, reasonable
delivery and/or shipping costs for returns and replacements
for the Equipment shall be borne by Customer. MediaRing reserves
the right to charge Customer at MediaRing’s standard rates
for responding to request to change or replace any defective
Equipment, unless MediaRing subsequently ascertains in good
faith that the defect is not caused by or attributable to Customer’s
act or omission.
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| 3.4 |
Customer shall comply with all applicable
laws and regulations issued by the relevant regulatory authority
in respect of the installation, use, operation or upgrade of
the Equipment.
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| 3.5 |
Upon MediaRing’s notification, Customer
shall grant MediaRing access the Equipment and the software
embedded therein as and when MediaRing deems necessary to carry
out any upgrade.
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| 3.6 |
Upon expiration or termination of this Agreement
for whatsoever reason, the Equipment must be returned in good
working order and condition within fourteen (14) calendar days
of the effective date of such expiration or termination. In
the event that Customer fails to return the Equipment or Customer
loses or damages the Equipment, Customer shall reimburse MediaRing
at MediaRing’s standard rates for the loss or damage of
Equipment upon receipt of the notice and/or invoice from MediaRing. |
4. Trial
| 4.1 |
Upon the acceptance of the Customers’
Application Form, MediaRing will grant to Customer a trial period
of fourteen (14) calendar days (“Trial Period”)
for using the service with a free one-time USD15/- worth of
Off-net Calls Usage Limit. The Trial Period will start from
the date indicated in the Deployment Schedule for a period of
fourteen (14) calendar days.
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| 4.2 |
During the Trial Period, Customer shall:
- use the Services and Equipment on the
terms and conditions as set out in this Agreement;
- be responsible for the charges of Off-net
Calls within the Trial Period which are over and above the
free Usage Limit.
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| 4.3 |
The Service during the Trial Period shall
be suspended upon exceeding the Usage Limit.
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| 4.4 |
In the event the Customer has used up the
Usage Limit and wishes to replenish it during the Trial Period,
Customer shall notify MediaRing to replenish the Usage Limit
to the amount as specified by Customer. Customer acknowledges
that the replenishment is non-refundable and non-extendable
and shall expire at the end of Trial Period. Customer shall
make payment of such replenishment within seven (7) calendar
days of the date of the invoice.
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| 4.5 |
Customer agrees that upon the expiry of Trial
Period, Customer shall be bound by the Minimum Subscription
Period and payment requirements and other terms and conditions
as set out in this Agreement unless MediaRing receives a written
notice from Customer for the termination of Services on or prior
to the end of Trial Period. |
5. Terms of Payment
| 5.1 |
In consideration of the provision of the
Services, Customer agrees to be responsible for the following
payments for the Services provided hereunder:
- monthly services fees for using On-net
Calls service and any other fees or charges payable by Customer
for or relating to the Services;
- the charges for the usage of Off Net
Calls service, which shall be based on the rates as prescribed
by MediaRing from time to time. MediaRing reserves the right
to change the rates charged and destinations, without prior
written notice, with effect upon posting such changes on
MediaRing’s website (URL: www.mediaring.com/enterprise).
It is Customer’s responsibility to visit MediaRing’s
website periodically to review the updated rates. The charges
for Off-net Calls shall be calculated based on MediaRing’s
CDR record, which shall be final and conclusive. In the
event the rates are in different currencies, the charges
shall be translated into US or Singapore dollars at MediaRing’s
monthly exchange rate.
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| 5.2 |
Upon signing of this Agreement and for
the continuance of the Service after the Trial Period, Customer
shall inform Mediaring the Usage Limit to be issued to the
Customer and the Usage Limit is to be mutually agreed between
the Parties for the use of Off-net Calls service.
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| 5.3 |
MediaRing shall invoice Customer for the Charges
on a monthly basis (“Billing Cycle”). MediaRing
reserves the right to: (a) vary the Billing Circle at any time
upon providing advance written notice to Customer; (b) issue
an interim invoice for accrued charges which shall become due
and payable immediately; and (c) re-issue any invoice if any
error is subsequently discovered.
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| 5.4 |
The invoices shall be due and payable, without
any set-off or deduction to any undisputed invoice, in Singapore
dollars (or such other currency as may specified by MediaRing)
by Customer within fourteen (14) calendar days (“Due Date”)
from the date of the invoice by cheque or telegraphic transfer,
at Customer’s option. If any payment due by the Customer
is not received by the Due Date, MediaRing shall have the right
to charge interest in respect of the overdue amount from the
date of invoice until the date of full payment at the interest
rate equal to 1.5% per month. Customer shall also be responsible
for all reasonable costs incurred by MediaRing (including legal
costs) in the collection of any overdue payment.
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| 5.5 |
MediaRing reserves the right to terminate,
downgrade or suspend any or all of the Services forthwith if
any payment due by the Customer is not received by the Due Date.
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| 5.6 |
Tax
All charges in relation to the Services are exclusive of any
and all applicable taxes or any regulatory fees which shall
be borne by Customer. |
6. Billing Adjustments
Written requests from Customer for billing adjustments together with
all supporting documentation must be received by MediaRing within
fourteen (14) calendar days (“Dispute Notification Period”)
from the date of invoice or statement. Failure to contest any invoice
within Dispute Notification Period shall create an irrefutable presumption
of the correctness of the invoice and all Charges thereunder shall
be payable in accordance with Clause 5 above. All such requests must
be in writing and must clearly identify the amount in dispute and
the specific items in dispute. Requests for billing adjustments that
do not provide adequate information for analysis by MediaRing may
be rejected. Upon resolution of the dispute, any adjustment for which
a refund is justified will be credited to Customer at the next billing
cycle.
7. Duration
| 7.1 |
This Agreement shall commence from the date
of MediaRing’s acceptance of the Application Form and
continue for the Minimum Subscription Period based on the last
point of connection. After the Minimum Subscription Period expires,
the Agreement may be terminated by either party, giving the
other thirty (30) days’ prior written notice, otherwise
the Agreement shall be automatically renewed for a successive
12-month periods (“Renewal Term”). Customer acknowledges
that the Minimum Subscription Period and this Clause shall apply
to each Renewal Term.
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| 7.2 |
In the event that the Agreement is terminated
before the expiry of the Minimum Subscription Period by the
Customer for any reason whatsoever or by MediaRing as a consequence
of any breach by Customer of any of the obligations or duties
of the Customer, then notwithstanding any provision to the
contrary in the terms and conditions in this Agreement, the
Customer shall pay MediaRing (i) the balance of the Charges
due for the rest of the Minimum Subscription Period; and (ii)
any other Charges and fees due till the date of Agreement
is terminated. The above payments shall be payable by Customer
within fourteen (14) calendar days of the date of invoice.
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8. Termination of the Agreement by MediaRing
| 8.1 |
Should the Customer:
- default in the payment of any amounts
when due under the terms of this Agreement; or
- has breached any of the terms and conditions
of this Agreement and such breach is incapable of rectification
or the defaulting Party has not rectified the said breach
within thirty (30) days from written notification by the
non-defaulting Party of such breach; or
- has provided any false or incomplete information which
would have a material effect on the Services provided; or
- be placed under judicial management or be wound up, provisionally
or finally; or
- do or suffer to be done anything which might prejudice
MediaRing’s rights under this Agreement or which might
cause MediaRing to suffer any loss or damage;
Upon the occurrence of any one or more of these events,
MediaRing shall be entitled to immediately terminate this
Agreement, suspend the Services, take possession of the
Equipment, recover from the Customer payment of all such
amounts due at the date of termination, retain all monies
already paid by the Customer and claim as agreed the balance
of the Charges for the remaining months of the Minimum Subscription
Period and to recover all costs, including legal costs.
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| 8.2 |
Expiration or termination of this Agreement
shall not relieve Customer of its obligation to pay any amounts
due, owing or incurred hereunder.
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9. Suspension of the Service
| 9.1 |
MediaRing may suspend the provision of
the Services or any part thereof at any time until further
notice to Customer if, in the opinion of MediaRing, it is
necessary to suspend the Services in order to:
- carry out planned or emergency maintenance,
repair or upgrading of any equipment or facility forming
part of the network and MediaRing has given the Customer
as much notice as is reasonably practicable in the circumstances;
or
- protect the integrity of the network,
or to carry out unplanned maintenance, repair or upgrading
of any equipment or facility forming part of the network.
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| 9.2 |
If the Services is suspended or restricted
under Clause 9.1 above, MediaRing shall endeavour to give
Customer written notice in advance. MediaRing shall not be
liable to the Customer nor any third party for any loss resulting
from or in connection with a suspension or restriction of
the Service reasonably exercised under this Clause 9.
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| 9.3 |
Mediaring has the absolute discretion to suspend
or restrict the Services in the event that the Usage Limit has
been exceeded. |
10. Disclaimer of Warranties
The Services and Equipment are provided on an “AS IS”
and “AS AVAILABLE” basis. MediaRing makes no warranty,
express or implied, with respect to the Services and Equipment provided
hereunder, and expressly disclaims any warranty of merchantability,
satisfactory quality, description or fitness for any particular purpose
or function. MediaRing does not represent or warrant that using the
Service and/or Equipment will be uninterrupted or error-free or that
defects will be corrected. No advice or information, whether oral
or written, obtained by Customer from MediaRing or its distributors
will create any warranty not expressly set out in this Agreement.
11. Indemnities and Limitations of Liability
| 11.1 |
Customer shall indemnify, hold harmless,
and defend MediaRing against any claim, suit, proceeding,
liability, settlement, costs, reasonable fees, and damages
incurred from any third party claims arising from Customer’s
acts, omissions or misrepresentations resulting in a breach
of this Agreement.
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| 11.2 |
Customer recognizes that MediaRing has
no control over how any government or third party establishes
rules and conditions pertaining to telecommunication services.
Customer agrees that MediaRing shall not be liable for any
loss or damage suffered by Customer due to the termination
or suspension of the communication facilities associated with
providing services hereunder and for the termination, suspension,
interruption or degradation of such services and the duration
thereof, due to the alteration of the rules and conditions
pertaining to domestic or international telecommunications
services.
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| 11.3 |
To the fullest extent permitted by applicable
law, under no circumstance, including but not limited to negligence,
shall MediaRing be liable for any direct, indirect, incidental,
special or consequential damages that result from the use of
or the inability to use the Services and/or Equipment, including
from any changes to the Services, from unauthorized access to
or alteration of Customer’s transmissions or data, or
from any material or data sent or received or not sent or received. |
12. Miscellaneous
| 12.1 |
Assignment. This Agreement
shall bind the parties and apply to the benefit of each party’s
permitted successors and assigns. Either Party shall not assign
this Agreement, in whole or in part, without the other Party’s
prior written consent. Any attempt to assign this Agreement
without consent as specified in this Clause will be null and
void.
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| 12.2 |
Governing Law and Jurisdiction.
This Agreement is governed by and shall be construed in accordance
with the laws of Singapore, and the parties agree to submit
to the exclusive jurisdiction of the courts of Singapore.
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| 12.3 |
Severability. If any provision
of this Agreement is found invalid or unenforceable, that provision
will be enforced to the maximum extent permissible so as to
effect the intent of the Parties and the remainder of this Agreement
shall remain in full force and effect.
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| 12.4 |
Waiver. Failure by either
Party, at any time, to require performance by the other Party
or to claim a breach of any provision of this Agreement shall
not be construed as a waiver of any right accruing under this
Agreement, nor shall it affect any breach or the effectiveness
of this Agreement or any part hereof, or prejudice either Party
with respect to any action. A waiver of any right accruing to
either Party pursuant to this Agreement shall not be effective
unless given in writing.
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| 12.5 |
Rights and Remedies Cumulative.
The rights and remedies provided herein will be cumulative and
not exclusive of any other rights or remedies provided by law
or otherwise.
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| 12.6 |
Compliance with Law. Each
Party agrees to comply with all applicable international, national,
state, regional and local laws, rules, and regulations in performing
its duties hereunder.
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| 12.7 |
Counterparts. This Agreement
may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one
and the same instrument.
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| 12.8 |
Force Majeure. Neither Party
shall be deemed to be in default of or to have breached any
provision of this Agreement as a result of any act, omission,
delay, failure in performance or interruption of Service, resulting
directly or indirectly from acts of God, acts of civil or military
authorities, riots or civil disturbances, wars, strikes or other
labour disputes, acts of third parties, vandalism, fires, transportation
contingencies, power failure, interruptions in telecommunications
or Internet services or network provider services, failure of
equipment and/or software, other catastrophes, or any request
of any government having or claiming jurisdiction over either
Party or any other occurrences which are beyond such Party’s
control.
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| 12.9 |
For the purpose of this Agreement, an event
of force majeure shall include but not be limited to the passing
or issuance of any law, order, regulation, direction or codes
of practice of any Government, governmental agency or any regulatory
authority or any public telecommunications operator, regulator
or similar authorities. |
13. MEDIARING’S SERVICE LEVEL
MediaRing agrees to provide Customer with the following services which
are subject to any adjustment at MediaRing’s discretion.
a) Service Availability.
“Service Availability” means the ability of Customer to
make VoIP calls through the public Internet network using MediaRing’s
infrastructure, with the following conditions:
- The link to the public Internet must be functional.
- The Customer network must be able to support VoIP calls (available
network bandwidth, properly configured firewalls, etc).
- The destination party is available (line is not busy).
b) Replacement of Faulty Equipment.
| Replacement
of Faulty Equipment |
Response
Time* |
| Singapore |
Next business day |
| China (Beijing and Shanghai) |
1-3 business days |
| China (other than Beijing and
Shanghai) |
3-5 business days |
| Areas near San Jose, California,
USA |
1-3 business days |
| Other states, USA |
3-5 business days |
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* The response time is estimate
only and is subject to MediaRing’s lead-time for the delivery
of Q-Box/Gateway.
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