Nautilus SIP Pte Ltd is a supplier of SIP trunking services and the Client wishes that NAUTILUS SIP PTE LTD provide those services to it.
This SIP Trunking Service Agreement (“Agreement”) sets out certain terms applicable to NAUTILUS SIP PTE LTD ’s supply, and the Client’s acceptance, of those broadband services and forms part of the Contract between NAUTILUS SIP PTE LTD and the Client for those services.
Words beginning with a capital letter in this Agreement shall bear the meaning given in the MCC (as defined below) unless the context requires otherwise. The following definitions in this clause also apply to this Agreement.
a. “Guidelines” means any guidelines, rules or regulations made by Authority that is applicable to the Services.
b. “Authority” means OFCOM or relevant regulating authority, which has the right to frame Guidelines for the Services.
c. “Services” means SIP Trunking services provided by NAUTILUS SIP PTE LTD.
d. “Website” means the site located at URL http://www.nautilus-network.com. The headings herein are for convenience only and shall not affect the interpretation of this agreement.
Client hereby engages NAUTILUS SIP PTE LTD to perform, and NAUTILUS SIP PTE LTD hereby agrees to perform the Services for Client using remote support or email communication.
a. NAUTILUS SIP PTE LTD will endeavor to provide the Services in a professional manner;
b. NAUTILUS SIP PTE LTD will provide all software necessary for the provision of Services;
c. Where agreed by NAUTILUS SIP PTE LTD in its proposal document, NAUTILUS SIP PTE LTD will provide NAUTILUS SIP PTE LTD ’s
equipment and also install it at Client’s premises.
d. Where agreed by NAUTILUS SIP PTE LTD in its proposal document, NAUTILUS SIP PTE LTD will provide the maintenance services, at the cost of Client, for NAUTILUS SIP PTE LTD ’s equipment installed at Client’s premises.
e. If NAUTILUS SIP PTE LTD has offered to undertake the obligations specified in Clause 3(c) and 3(d),
Client and NAUTILUS SIP PTE LTD shall, in addition to this Agreement, also enter into an Equipment License and Maintenance Agreement.
a. NAUTILUS SIP PTE LTD has full capacity, power and authority to enter into this Agreement; and during the continuance of this Agreement, will continue to have full capacity, power and authority to act as NAUTILUS SIP PTE LTD under this Agreement and to carry out and perform all its duties and obligations as contemplated herein and has already taken and will continue to take all necessary and further actions to authorize, the execution, delivery and performance of this
b. NAUTILUS SIP PTE LTD has the necessary skills, knowledge, experience, expertise, capital, net worth, adequate and competent personnel, systems and procedures, infrastructure including
adequate office space to duly perform its obligations in accordance with the terms of this
Agreement and to the satisfaction of Client.
c. NAUTILUS SIP PTE LTD has not and will not violate, breach any covenants, stipulations or conditions of any agreement, deed entered into by NAUTILUS SIP PTE LTD with any third party.
d. NAUTILUS SIP PTE LTD has complied with and shall continue to comply with the Guidelines issued by the national and local authorities, which are applicable for the provision of Services.
a. Client shall procure all necessary hardware, including VOIP telephone equipment to use the Services in conformity with the provisions of Guidelines.
b. Client shall be solely responsible to procure and maintain sufficient and dedicated broadband connectivity at its premises to avail the Services.
c. Client shall be solely responsible to procure and maintain appropriate security infrastructure to connect with the Services.
d. Client shall keep confidential all data, including user id and passwords to access the Services.
e. Client, where based in the Singapore, shall comply with the following guidelines applicable to provision of Emergency Services (999 dialing):
NAUTILUS SIP PTE LTD hereby agrees to indemnify and hold Client harmless at all times from any loss, claim, prejudice, damage, costs, taxes, duties, penalties, interest thereon or expenses of any kind, including reasonable attorney’s fees and legal cost to Client may be subjected by virtue of a breach of the representations and warranties or any covenant in this Agreement by NAUTILUS SIP PTE LTD.
Client hereby agrees to indemnify and hold NAUTILUS SIP PTE LTD harmless at all times from any loss, claim, prejudice, damage, costs, taxes, duties, penalties, interest thereon or expenses of any kind, including reasonable attorney’s fees and legal cost to NAUTILUS SIP PTE LTD may be subjected by virtue of a breach of the representations and warranties or any covenant in this Agreement by the Client.
Neither Party to this Agreement will be liable for breach of this Agreement to the extent caused by or arising from any Force Majeure Event.
If a delay or failure to perform a party’s obligation due to a Force Majeure Event exceeds 30 days the other party may immediately terminate this Agreement on notice to other party.
A party does not breach this Agreement & is not liable to the other party for a delay or for failure to perform an obligation (except an obligation to pay money due under this Agreement) resulting from a Force Majeure Event.
a. NAUTILUS SIP PTE LTD is not liable to Client for Client’s failure to properly record and secure data in a format capable of restoration to Client storage media.
b. NAUTILUS SIP PTE LTD will provide a limited storage capacity for data generated through the use of Services, as specified in Clause 13. Client may purchase additional storage space from NAUTILUS SIP PTE LTD as per Client’s requirement. NAUTILUS SIP PTE LTD shall not be liable to Client for any loss of data due to non-maintenance of sufficient storage space by Client.
c. Client shall be solely liable for maintaining independent backup copy of data generated through the use of Services.
d. In order to achieve complete functionality of Services or if functionality of Services is impaired due to available data, NAUTILUS SIP PTE LTD may from time to time require Client to remove any or all stored data. NAUTILUS SIP PTE LTD shall not be liable to Client for any loss of data due to such removal of stored data. Client agrees to indemnify and hold NAUTILUS SIP PTE LTD harmless from any claim of whatsoever nature arising from the same.
e. Upon termination of this Agreement, NAUTILUS SIP PTE LTD shall remove all of the data stored on NAUTILUS SIP PTE LTD ’s equipment and shall not be liable for Client’s failure to keep a backup copy of stored data.
NAUTILUS SIP PTE LTD may suspend the provision of the Services without any notice to the Client, in the event:
a. Clients fails to pay any charges by the due date or is in breach of any of the terms of this Agreement, which are capable of remedy; or
b. Client prevents or delays schedules maintenance work; or
c. Client commits, in the reasonable opinion of NAUTILUS SIP PTE LTD, an act of fraud or misuse of the Services; or
d. Any service provider or Authority communicates to NAUTILUS SIP PTE LTD that use of Services by the Client is in breach of the terms of this Agreement or Guidelines; or
e. NAUTILUS SIP PTE LTD needs to carry out any unscheduled maintenance; or
f. Suspension is required by any other reason that is beyond NAUTILUS SIP PTE LTD ’s reasonable control.
In consideration of the provision of Services by NAUTILUS SIP PTE LTD, the Client shall pay NAUTILUS SIP PTE LTD the charges specified in the Order Form, and in accordance with the terms specified herein and the Order Form.
a. Client shall pay the first month’s payment in advance of the service being delivered to the Client. Subsequent month’s payments are payable on the first day of the next month.
THE CLIENT AND NAUTILUS SIP PTE LTD SHALL BE BOUND BY THE TERMS OF THE CONTRACT WHEN NAUTILUS SIP PTE LTD ISSUES WRITTEN ACCEPTANCE OF THE CLIENT’S ORDER FORM.