General Service Terms
This General Service Terms is a legal agreement between You (“You”, “Your” and “The Customer” includes a person and/or an individual entity) and RansNet Singapore Pte Ltd (“RansNet”) concerning mbox or mfusion products. Service (“Services”) means such services, products, facilities, equipment and software as may be specified in an Application Form and Services refers to each and every Service to be supplied under the Agreement. “EULA” means End User License Agreement – please refer below.
1.1. Subject to the terms of the Agreement, RansNet shall use reasonable efforts to provide the Services to You, the Customer.
1.2. You shall be responsible to arrange at his/her/its own expense the provision and installation of all relevant equipment for the purpose of gaining access to the Services.
1.3. By using RansNet services, RansNet will reserve the right to make mention the customer names using the Services unless specified.
2. CHARGE AND PAYMENT
2.1. In consideration of the provision of the Services, You shall pay RansNet each Charge at the applicable rate indicated in the Agreement or such other rates as may be prescribed by RansNet from time to time on its Payment Date.
2.2. You shall be liable for and shall pay each Charge on demand. In the event that there is a Billing Dispute, You are entitled to withhold payment pending resolution of such Billing Dispute.
2.3.You shall inform RansNet by written notice at least 14 days prior to the Payment Due Date of such Billing Dispute and that it intends to withhold payment. Such notice should contain the following information: reasons why the Customer disputes the relevant charge; and the amount in dispute.
2.4. Within 30 days of the receipt of such written notification from You, RansNet will conduct a complete investigation and review of Your reasons and provide a written response to the Customer informing You of RansNet’s conclusions. You shall pay the amount withheld within 5 days of the receipt of RansNet’s written response.
2.5. RansNet shall be entitled to charge interest on all outstanding amounts (including without limitation any disputed amounts under Clause 2.2 for which the Customer is ultimately found to be liable for upon the resolution of such dispute) under the Agreement at the rate of two per cent (2%) per month, accruing on a daily basis (including accrued default interest) from the Payment Date until payment in full is received by RansNet notwithstanding the termination of the Agreement.
3.1. RansNet may suspend or disconnect any Service in whole or in part at any time by giving as much notice as is reasonably practicable in the circumstances and without compensation to You if, in RansNet’s reasonable opinion, it is necessary:
3.2. To carry out any planned maintenance, repair or upgrade of any part of the Service; or
3.3. To carry out any unplanned maintenance, repair or upgrading of any equipment or facility forming part of the Service.
3.4. You shall be and remain liable for all charges accrued prior to such suspension or disconnection under clause 3.1. RansNet may, without further cost to the Customer, reconnect or resume the Service as soon as it is reasonably practicable to do so.
4. SUSPENSION OF SERVICE
4.1. RansNet may suspend the use of or access to any Service at any time on the following grounds: If RansNet is acting in compliance with any applicable law or requirement of any relevant regulatory authority or law enforcement body, including for reason of illegal or improper activity by You.
4.2. Upon any such suspension pursuant to any of the grounds specified in clause 4.1, the Customer shall be liable for all charges and fees incurred up to and including the date of such suspension.
5. TERM AND TERMINATION
5.1. Unless otherwise agreed by RansNet, the minimum commitment period for a Service shall be the Minimum Period of Subscription.
5.2. Upon expiry of the Minimum Period of Subscription, the Agreement shall be automatically renewed for a further period of twelve (12) months unless otherwise terminated by either party by giving to the other party at least one (1) month’s prior written notice. RansNet may in its sole discretion waive or accept in writing a shorter period of notice from You than that referred to in this clause.
5.3. Notwithstanding any other provision of the Agreement, RansNet may terminate the Agreement or any Service (in whole or in part) with immediate effect if:
5.4. You have not paid a Charge or any part thereof for more than 30 days after the Payment Date;
5.4.1. In the opinion of RansNet or any regulatory authority, it is not in the public interest to continue providing the Service to You for any reason whatsoever;
5.4.2. You (where the customer is a corporation) enters into any compromise or arrangement with its creditors or a receiver or a receiver and manager is appointed over the whole or part of the undertaking of You or any proceedings are taken for the appointment of an administrator of or the winding up of Your business or You become insolvent or ceases to carry on business.
5.4.3. If RansNet is acting in compliance with any applicable law or requirement of any relevant regulatory authority or law enforcement body, including for reason of illegal or improper activity by You.
6. LIABILITIES OF CUSTOMER UPON TERMINATION
6.1. In the event of termination of the Agreement or any Service pursuant to clause 5, without prejudice to any other remedies available to RansNet, You shall within 7 days of termination pay each Charge up to and including the expiry date of the relevant Minimum Period of Subscription or the date of termination stated in the notice given in accordance with clause 5, whichever is later.
7. GOVERNING LAW AND JURISDICTION
7.1. The Agreement is governed by, and construed in accordance with, the laws of Singapore and each of the Customer and RansNet hereby submits to the non-exclusive jurisdiction of Singapore courts.
8. RANSNET WARRANTY AND RETURN MERCHANDISE AUTHORIZATION (RMA) POLICY
8.1. Warranty Policy
8.1.1. Standard Warranty: All RansNet standard products carry a 1-year warranty from the date of shipment (the date RansNet ships the product to the customer). This warranty does not cover normal wear of parts or damage resulting from any of the following: Negligent use or misuse of the product and acts of God, such as fire, flood, hurricane, earthquakes and tornadoes.
8.1.2. Extended Warranty: The standard warranty can be extended for a maximum of four additional years to a total of five-year warranty period.
8.2. Limits on RansNet’s Liability
8.2.1. RansNet shall not be liable for any incidental or consequential damages caused by the breach of any express, implied or statutory warranty or condition. RansNet shall not be liable for any damages of any kind including incidental, special, consequential or similar damages or loss of profits, or for any breach of contract, fundamental or otherwise, or for any claim brought against Customers by any other third party. RansNet disclaims all other warranties, conditions or representations, expressed, implied, statutory or otherwise.
8.3. Warranty Exclusions
8.3.1. (a) Defects or damage resulting from accident, misuse, abnormal use, abnormal conditions, improper storage; (b) cosmetic damage; (c) product that has the serial number or code removed, defaced, damaged, altered or made illegible; (d) defects or damage resulting from the use of Product in conjunction or connection with peripheral equipment not furnished by Ransnet; (e) defects or damage resulting from improper testing, operation, maintenance, installation, service, or adjustment not furnished or approved by Ransnet; (f) Product is not ESD protected and/or improperly packed; (g) defects or damage resulting from external causes such as collision with an object, fire, flooding, dirt, windstorm, lightning, earthquake, exposure to weather conditions, theft, blown fuse, improper electrical influx or other software problems introduced into the Product; or (h) Product is used beyond specifications, has undergone unauthorized testing, or used in an unsuitable environment. Such conditions will be determined at the discretion of Ransnet.
8.4. RMA Policy
8.4.1. Defective products are to be returned to RansNet at the customer’s expense. As all products come with the one year carry-in warranty, customer will need to collect the replacement product from Ransnet office. The average turn-around time for RMA process is 4 weeks, excluding days of shipping. For Dead On Arrival (DOA) products, customers must immediately contact Ransnet for technical support within 7 days of the shipped date.
8.5.1. The terms, limitations, and definitions of this document will be determined at the sole discretion of RansNet. This document is subject to change without notice.
End User License Agreement (“EULA”)
This End User License Agreement (“EULA”) is a legal agreement between You (“You” and “Your” includes a person and/or an individual entity) and RansNet Singapore Pte Ltd (“RansNet”) concerning mbox or mfusion products. “Software” means the object code versions of the mbox or mfusion product, together with the updates, upgrades, modifications or enhancements owned and provided by RansNet to You pursuant to this Agreement. “Computer” means the hardware, if the hardware is a single computer system whether physical or virtual, or shall mean the computer system with which the hardware operates, if the hardware is a computer system component.
By accessing, installing, copying or otherwise using the mbox or mfusion products, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, RansNet is unwilling to license the Software to You. In such event, You may not access, use or copy the Software, and You should promptly contact RansNet for instructions on returning the Software. WRITTEN ASSENT IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS EULA.
1.1. The third-party software contained in this Software may include or contain software licensed under the following licenses, GNU General Public License (“GPL”) or Lesser GNU General Public License (“Open Source Programs”). These Open Source Programs are licensed pursuant to an end user license agreement that permits the end user to copy, modify, and redistribute the software, in both source code and binary code forms. Nothing in this Agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any applicable Open Source Program end user license agreement.
2. Grant of license: Upon payment of the fees applicable under this Agreement, RansNet hereby grants to You a non-exclusive, nontransferable license to use the Software and any related documentation (“Documentation”), subject to the following terms:
1.2.1. The mfusion Software is “in use” when the UserID and password has been issued to You. The mbox Software is “in use” 30 days after the Computer or license has been shipped out of RansNet warehouse or issued respectively. You agree to use Your best efforts to prevent and protect the contents of the Software and Documentation from unauthorized use or disclosure. You agree that You will register this Software and its corresponding serial number only with RansNet and that You will only install a Software license key obtained directly from RansNet.
2. LICENSE RESTRICTIONS
2.1. You may not: (i) permit other individuals to use the Software or Documentation except under the terms listed above; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software or Documentation; (iii) copy the Software or Documentation; (iv) rent, lease, transfer, or otherwise transfer rights to the Software or Documentation; or (v) remove any proprietary notices or labels on the Software or Documentation. Any such forbidden use shall immediately terminate Your license to the Software.
2.2. RansNet Name: You may not delete, remove, hide, move or alter any icon, image or text that represents the company name of RansNet, any derivation thereof, or any icon, image, or text that is likely to be confused with the same. All representations to the company name “RansNet” must remain as originally distributed regardless of the presence or absence of a trademark, copyright, or other intellectual property symbol or notice requirement.
3. RIGHTS, TITLE, AND INTEREST TO INTELLECTUAL PROPERTY: Unless as conveyed herein, all rights, title, and interest in and to the Software, Documentation, and corresponding intellectual property (including without limitation any images, photographs, animations, video, audio, music, and text incorporated into the Software, the accompanying printed materials, and any copies of the Software) shall remain in RansNet or its suppliers or are publicly available. This Agreement does not grant You any rights, title, or interest in or to any trademarks, service marks, or trade secrets of RansNet or its suppliers. The Software and Documentation are protected by the copyright and intellectual property laws of the Singapore and international copyright and intellectual property laws and treaties. All title, rights, and interest in and to content, which may be accessed through the Software (“Content”), is the property of the respective Content owner, shall be retained by the applicable Content owner, and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement gives You no rights to such Content, including use of the same. All rights not expressly granted under this Agreement are reserved by RansNet, its suppliers, or third parties.
4. DATA RIGHTS: RansNet agrees that the data and information (including without limitation, computer software, computer database, computer software documentation, specifications, design drawings, reports, blueprints, and the like) generated by the Software from Your proprietary data and information shall be and remain Your sole property. RansNet may collect and track non-personally identifiable information about You, including but not limited to Your IP address, the type of hardware You use, and the type of browser You employ, to assist with the necessary operation and function of the Software. RansNet will reserve the right to compile, save, and use within the scope of RansNet’s activities and to analyze any and all of Your data (registration data and use history). RansNet’s use of any such data shall be for internal purposes only, including without limitation for the purposes of responding to Your requests for information, for contacting You, or providing You maintenance and support. Any such use of Your data will be treated as confidential information. RansNet may provide aggregated statistics about Your use of the Software to third parties, but such information will be aggregated so that it does not identify a particular individual or company.
5. LIMITED WARRANTY: RansNet warrants to You that for a period of thirty (30) days following delivery of the Software to You that the Software will perform substantially in conformance with the published Documentation. RansNet does not warrant that the Software will meet all of Your requirements or that the use of the Software will be uninterrupted or error-free. The foregoing warranty applies only to failures in operation of the Software that are reproducible in standalone form and does not apply to: (i) Software that is modified or altered by You or any third party that is not authorized by RansNet; (ii) Software that is otherwise operated in violation of this Agreement or other than in accordance with the published Documentation; or (iii) failures that are caused by other software or hardware products. To the maximum extent permitted under applicable law, as RansNet and its supplier’s entire liability, and as Your exclusive remedy for any breach of the foregoing warranty, RansNet will, at its sole option and expense, promptly repair or replace any medium or Software that fails to meet this limited warranty or, if RansNet is unable to repair or replace the medium or the Software, refund to You the applicable license fees paid upon return, if applicable, of the nonconforming item to RansNet. The warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for 30 days.
6. INDEMNIFICATION: You agree to defend, indemnify and hold harmless RansNet and its directors, officers, employees, affiliates, sublicensees, and agents from and against all claims, defence costs (including reasonable expert and attorneys’ fees), judgments and other expenses arising out of or on account of: (i) alleged infringement or violation of any patent, trademark, copyright, trade secret or other proprietary rights with respect to the modification and customization performed by You or on Your behalf.
7. LIMITATION OF LIABILITY: To the maximum extent permitted by applicable law, in no event will RansNet be liable to you for more than the amount of license fees that you have paid to RansNet in the preceding (12) TWELVE MONTHS or be liable to you for any incidental or consequential damages, including lost profits, lost savings, or other incidental or consequential damages, arising out of the use or inability to use the software or software programs, even if RANSNET or a dealer authorized by RANSNET had been advised of the possibility of such damages
8. AUTHORIZED RANSNET SOLUTION PROVIDERS AND CERTIFIED CONSULTANTS: Any authorized RansNet Solution Provider, Certified Consultant, Reseller, Distributor or Consultant is not affliated with RansNet in any capacity other than as a Reseller, Distributor or Consultant of RansNet’s products and has no authority to bind RansNet or modify any license or warranty. RansNet makes no representations, warranty, endorsements or guarantee with respect to the skills or qualifications of any authorized RansNet Solution Provider, Certified Consultant, Reseller, Installer or Consultant and you are encouraged to independently investigate the skills and qualifications of any authorized RansNet Solution Provider, Certified Consultant, Reseller, Installer or Consultants with whom You associate.
9. This EULA expressly supersedes and completely replaces any and all prior end user license agreements. RansNet shall not be bound by or liable to You for any pre-existing or contemporaneous written or oral representations or warranties, made by anyone, with respect to the Software, including any authorized Solution Provider, Certified Consultant, distributor or reseller or their respective agents, employees, or representatives, nor shall You be deemed a third party beneficiary of any obligations of RANSNET to any such Solution Provider, Certified Consultant, distributor or reseller.
10. MISCELLANEOUS: This EULA is exclusively governed by the laws of the Singapore, without reference to conflicts of law principles. In the event of a dispute or legal action between the parties, they agree to waive any objections to personal jurisdiction, and agree to service of process and exclusive venue in the Courts of Singapore. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This EULA sets forth all of Your rights and is the entire agreement between the parties. This EULA supersedes any other communications with respect to the Software. This EULA may not be modified except by a written addendum issued by a duly authorized representative of RansNet. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by a duly authorized representative of RansNEt. You hereby acknowledge a breach of this EULA would cause irreparable harm and significant injury to RansNet that may be difficult to ascertain and that a remedy at law would be inadequate. You agree that RansNet shall have the right to seek and obtain immediate injunctive relief to enforce the obligations under this EULA in addition to any other rights and remedies it may have. If any provision of this EULA is held invalid, the remainder of this EULA shall continue in full force and effect. The controlling language of this EULA is English. If You have received a translation into another language, it has been provided for Your convenience only.