THIS AGREEMENT is dated [Date] (the “Agreement”).
Mining Rig Club, a company incorporated in Singapore having its registered office at 10 Kaki Bukit Avenue 4, #09-73,Premier@Kaki Bukit, Singapore (415874) (the “Supplier”).
Customer Name of Customer Address (809687) (the “Customer”).
1. Agreed terms
1.1 the following words and expressions shall have the following meanings:
“24 x 7 Hours” means 24 hours a day, 7 days a week.
“End User” means any person(s) authorized by the Customer to use the Service.
“Hosting Service” means any one of the suites of managed hosting services provided by The Supplier in the Territory forBlockchain Datacenters Managed Services, and such other hosting services as may be added by the Supplier from time to time.
“Facilities” means the space (including the Subscribed Area and any non-Subscribed Area), utilities (including but not limited to electricity and air-conditioning) and other related resources required for the operation of the Hosting Service.
“Monthly Recurring Charges” means the Fees and Charges payable by the Customer on a recurring monthly basis.
"Service" means any one or more of the suite of Hosting Services or Data Centre related services provided in the Territory.
“Term” means the Initial Contract Term (as defined in Clause 2.2) and any renewal or amendment of the same.
“Territory” means any one or more of, but not limited to,Singapore, Malaysia, Georgia, Vienna, China and such other countries or regions.
“Work” means any work that the Customer requests the Supplier to perform in relation to the Service outside the scope of Service as set out in this Agreement.
2. Commencement Date and Length of Service
2.1 The Service shall commence no later than two (2) weeks from the stated Agreement Date
2.2 The minimum period of the HostingService subscription shall be a period of six (6) months or such other period as stated. Thereafter the Service shall be provided to Customer for successive periods of one (1) month, at the Supplier’s prevailing list price unless otherwise agreed in writing between the parties, until terminated by the Supplier or Customer in accordance with these Terms and Conditions
3.1 Without prejudice to any accrued rights or remedies available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if at any time a Party:
commits any serious or repeated breach of any of the provisions of this Agreement;
(in the case of the Customer) fails to pay the Monthly Recurring Charges when they fall due for more than one (1) month;
suspends or ceases to carry on all or a substantial part of its business;
is (where the Party is an individual) declared bankrupt or makes any arrangement with or for the benefit of his creditors;
is (where the Party is an individual) incapable of performing his obligations under this Agreement (by reason of illness or incapacity or otherwise) for an extended period; or
is (where the Party is an entity) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Party (other than for the sole purpose of a scheme for a solvent amalgamation or solvent restructuring).
3.2 The Customer shall be liable to pay the Supplier:
if the termination date is the same as the expiry date of the Term, the Fees and Charges up to and including the date of termination;
if the termination date is before the expiry date of the Initial Contract Term or any renewed Term, including monthly renewal pursuant to clause
3.3 Upon termination of the Hosting Service, the Customer shall arrange collection of his/her equipmentwithin seven (7) calendar days from the termination date.
4. Fees and Charges
The Supplier reserves the right to:
Charge the Customer for any and all costs incurred in connection with any downtime in its DataCentre or Services arising from or caused by the Customer’s failure to comply with any Clause in these Terms and Conditions.
Change the Monthly Recurring Charges from the Commencement Date with a minimum advanced notification of one (1) month to the Customer.
5. Service Requirements and Limitations
5.1 The Customer acknowledges that Service availability is subject to:
Availability of resources including, without limitation, availability of a suitable network infrastructure at the time at which the Service is requested or delivered; and
Provisioning time for equipment that is required by the Supplier to provide the Service.
5.2 The Customer acknowledges that:
it shall fully indemnify and hold the Supplier harmless at all times against all actions, claims, proceedings, costs (including legal costs), losses or damages whatsoever, incurred by or brought against the Supplier by any person out of or in connection with any loss or damage to any equipment, including third party equipment, resulting from the Customer’s or any of Customer’s appointed service providers’ actions or omissions;
5.3 If the Customer reports a fault and, following investigation by the Supplier, either no fault is found or the Supplier determines that the fault is not with the Supplier Equipment,
then the Supplier may charge the Customer any direct, out-of-pocket and reasonable sum incurred by the Supplier for the investigation.
5.4 The Customer shall ensure that it does not, and does not permit any other person to access or use the Customer’s equipment or gain entry to any equipment located in the Subscribed Area, or to access information or any resource that is private or confidential to an individual or organization.
5.5 The Customer shall be escorted by the Supplier’s staff at all times. In the event the Customer requires access for periods exceeding one (1) hour, or after 7.30pm on a working day, the Supplier reserves the right to charge the Customer man-hour charges at the Supplier’s prevailing rates.
6. Appointment of the Supplier
6.1 The Customer hereby appoints the Supplier as its duly exclusiveauthorized agent (“Agent”) and gives the Supplier full power and authority to order, and/or purchase for and on behalf of the Customer any services, facilities, or equipment thatthe Supplier is not licensed to resell.
6.2 The Customer agrees to execute all such documents and agreements that may be required to be executed in the Territory to perfect the supply of services by theSupplier.
6.3 The Customer agrees that this appointment created under this Clause shall remain in force until revoked by the Customer with a written notice given to and acknowledged by the Supplier. Revocation of the appointment shall be subject to any rights of the Supplier under contract, at law or in equity for the recovery of any damages, costs, expenses or indemnity from the Customer by the Supplier and arising both before and after the effective date of revocation.
7. Support and Service Level Agreement (SLA) for Hosting Service
7.1 The Supplier shall provide the following level of support to the Customer on 24 x 7 basis:
Upon request by Customer, the Supplier shall perform visual inspection of equipment without the use of tools and appliances;
Upon request by the Customer, the Supplier shall switch off and on power supply to the Customer’s equipment in the Subscribed Area. If the Customer’s equipment or fails arising from such instructions, then the Supplier shall not be liable for that failure (whether under this Agreement or otherwise).
7.2 The Supplier will provide Monthly Availability SLA as defined below: Monthly Availability in any Month shall be calculated based on the following formula:
Monthly = Total Operating Hours – Scheduled Downtime – Unscheduled Downtime X 100% Availability Total Operating Hours – Scheduled Downtime
“Total Operating Hours” means the operating hours of the Facilities in one (1) Month.
“Scheduled Downtime” means the period (in minutes) of planned downtime (whether planned for maintenance works or for rectifying outages) for the Supplier to perform work on their infrastructure (including both hardware and software).
“Unscheduled Downtime” means the period (in minutes) of downtime caused by failures of any equipment in the Supplier’s system that cause complete unavailability of the Hosting Service by the Customer.
7.3 If the Supplier fails to meet the Monthly Availability SLA of 90% for the Hosting Service for a continuous period of three (3) months then, subject to the terms and conditions of this SLA, the Customer has the right to submit in writing to terminate this agreement.
7.4 The Customer's claim under this SLA shall be limited to the failure of the Hosting Service only. The Customer shall not be entitled to make any claim for any other services which may be or are directly or indirectly affected by the failure of Service (for example, a local leased circuit or any other circuits or value added services linked to the Service does not qualify for such claim).
7.5 The following scenarios areconsidered as SLA disruption:
Disconnection and/or reconnection of the Service due to non-payment of any charges payable to the Supplier or where the Service is disconnected by reason of it being used for any illegal or unlawful purpose, or otherwise in breach of the terms and conditions of Service.
Fault reported by Customer but no fault is found or confirmed by the Supplier.
Causes beyond the Supplier's control including but not limited to catastrophic incidents, riots, vandalism, lightning, power failure, fire, flood, earthquake, emergency, curfew, industrial disputes, acts of omission of any person for whom the Supplier is not responsible or any causes whether similar or otherwise outside the Supplier’s control
8. Acceptable Use and License
8.1 Customer shall not use, nor shall it permit others to use, the Service:
for any unlawful, immoral, invasive, infringing, defamatory, fraudulent or obscene purpose;
to send any virus, worm, Trojan horse or harmful code or attachment;
to alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database or network;
for sending messages without reasonable cause or for causing any threat, harassment, annoyance, inconvenience or needless anxiety to any person.
8.2 The Customer shall not, and shall not permit others to, alter tamper with or adjust any aspect of the Service or the Facilities.
8.3 If the Customer, or a third party acting for or through the Customer, violates any of the prior clauses, the Supplier may immediately suspend the Service and may terminate the Service without liability or further obligation to the Customer.
8.4 The Customer’s rights to use the Service are non-exclusive, non-transferable and are subject to compliance with the terms and conditions of Hosting Service. As between the Supplier and the Customer, all intellectual property and proprietary rights relating to the Hosting Service, including but not limited to any specifications, software, hardware configuration, protocols, IP addresses or anything related to the Service, belong solely and exclusively to the Supplier.
The Service provided by the Supplier under these Terms and Conditions may not be re-sold or otherwise re-provided by the Customer to any other person(s) whomsoever. In the event that the Customer desires to re-sell or re-provide the Service, then the Customer and the Supplier shall enter into a separate agreement.
No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12. Entire agreement
This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
13. Right of third parties
This Agreement is personal to the parties. The provisions of the Contracts (Rights of Third Parties) Act (Cap 53B) do not apply to this Agreement. No person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified in this Agreement) shall have any right under the Contracts (Rights of Third Parties) Act to enforce this Agreement or to enjoy the benefit of any term of this Agreement.
14. Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Singapore.