General Terms and Conditions
Refer to "Special Terms and Conditions" for IPVPN Services
Refer to "Terms of Service" for Cloud Service
"Agreement" means this agreement between you and us comprising the terms overleaf, our quotation annexed hereto, if any, and the Terms and Conditions on this page as amended and supplemented in writing, from time to time.
"Charges" means our charges for the Products and/or Services set forth overleaf in this Agreement, which may be amended from time to time by us in accordance with this Agreement. You will pay any and all taxes and duties (other than income tax) which may be imposed upon us in connections with this Agreement.
"Network" means any telecommunications network including our network and any telecommunication network operated by a common carrier which is necessary for us to make the Internet Services available to you.
"OFCA" means the Office of the Telecommunications Authority in Hong Kong Special Administrative Region or its successor from time to time.
"Personal Data" means the information provided to us about you in the box therefore overleaf.
"Products" means any hardware you may lease and/or borrow or software you may be licensed to use, pursuant to this Agreement.
"Services" means the services which we provide pursuant to this Agreement.
"Subscriber" "You" and "your" means the customer specified overleaf.
"Subscription" means your subscription our Services, subject to your compliance with notified terms and conditions.
"We", "us" and "our" mean IXTech Limited.
This Agreement shall be effective upon our acceptance and shall continue unless and until terminated pursuant to Section 8. If you terminate the Agreement prior to the termination date determined in accordance with the provision hereof other than as a result of a material breach on our part of our obligations hereunder which remains uncured five (5) days after written notice from you to us, you shall be liable for a cancellation charge equal to the number of the months remaining on this Agreement multiplied by the monthly charge.
All payment should be made to IXTech Limited. Periodic Charges are payable monthly in advance. Other Charges are payable as agreed overleaf. Payment for Charges is due on the date specified in the invoice issued by us to you. We may invoice you for our Charges at any time and any delay shall not be deemed a waiver of any Charges. If payment is not made on or prior to the due date, you shall be charged interest on all sums outstanding at the rate of 2% per month or the maximum amount permitted by law, whichever is higher, from the due date until the date payment is made in full. We reserved the right to pursue any other relief of remedy we may be entitled to at law or in equity, the cost thus incurred will be solely borne by you.
4. Disputed Charges
If you do not query any Charge on any invoice before the due date of such invoice, you will be deemed to have waived any corresponding rights and to have unconditionally accepted the accuracy and propriety of such Charge.
5. Amendment of Applicable Charges
IXTech reserves the right to amend any provisions herein including electrical supply cost, energy charge, fuel cost, demand charge and other charges related to Data Center at any time by giving you not less than 30 days notice in advance of the effectiveness of the amendment.
6. Subscriber's Obligations
You are subject to the following obligations:
(a) You shall abide by generally accepted rules of conduct in relation to proper use of Internet resources as set forth from time to time in our Acceptable Use Policy which can be found at http://aup.hkcix.com.
(b) You are only permitted to use the Products and/or Services for (i) your own internal business or personal purposes, or (ii) as we may expressly consent in writing from time to time. Any other use including, without limitation, reselling our services, e-mail spamming and/or bulk transmission of messages to Internet users, service providers and/or newsgroups, and of unsolicited mail is prohibited.
(c) You must take all reasonable precautions to prevent any unauthorized and/or illegal use of our Products and/or Services and comply with any instructions or regulations we and/or OFCA may issue in connection with the Products and/or Services. You will be liable for the consequences of the acts and/or omissions of all users in connection with this Subscription.
(d) Where you do not choose to use Products supplied by us, you must at your own cost, provide your own equipment and/or software and ensure its compatibility with our operating specifications.
7. Suspension of Services
(a) We may suspend the Services in whole or in part at any time, without notice and without liability, if any Network(s) fail or cease to be available to us, or require modification or maintenance. You will remain liable for all Charges incurred prior to and after any period of suspension unless we decide otherwise.
(b) We may temporarily suspend the supply of Products and/or the provision of Services without notice if you do not comply with any provisions of this or any other Agreement or any other circumstances under which we are entitled to terminate this Agreement occur. Following a suspension of Services pursuant to this Section 7(b), we may charge you for reconnection to access our Services and require revised payment terms.
(a) Following the expiration of the terms and conditions of this Agreement, either party may terminated this Agreement on 30 days prior written notice.
(b) We may terminate this Agreement, any other Subscription and/or any corresponding license immediately, followed by prompt notice in writing to you, if: (i) you have failed to pay us in full any Charges on or prior to the due date, (ii) you are in breach of any terms, conditions, warranties and/or representations in this or any other agreement with us, (iii) you become insolvent or bankrupt or we have reasonable cause to believe that you are unable to pay any Charges when due, (iv) there is any unauthorized modification of any hardware or software issued to you conjunction with our Services, (v) any of your Personal Data is found to be false, inaccurate or missing, (vi) we cease to make the Services you use or subscribe hereunder available generally to our customers for any reason, (vii) any third party fails or ceases for any reason to make available to us the Network(s) necessary for us to provide the Services to you, or (viii) we are instructed to do so by OFCA.
9. Effect of Termination or Suspension
(a) In the event of termination or suspension pursuant to any of the Sections 7(b) or 8 (i) through (v), inclusive, you will not be entitled to a pro rated refund or credit of any unused portion of any Charges paid or payable to us.
(b) Should we suspend or terminate the Services you have no right to any data stored and we will be under no obligation to make such data or any copies thereof available to you in any form whatever. Should this Agreement terminate for any reason whatsoever your data stored on our facilities will be explicitly erased without prior notice.
(c) Following any termination or suspension of Services, we may refuse any request by you for reconnection to our Services.
(d) For Colocation Services, Customer shall, at its expense, remove all of its equipment or property which located in the premises of IXTech Limited within three (3) days of the termination or expiration date of the Term. In the event that such equipment is not removed within three (3) days, or in the event that Customer's outstanding charges remain unpaid for three (3) days despite written demand, Customer equipment or property shall be deemed abandoned by Customer in which event IXTech Limited may dispose of such equipment or property at its absolute discretion.
10. Responsibility of Subscriber pertaining to Products
Subscriber shall not tamper with or otherwise modify with the Products and you shall indemnify us against any and all loss, damages, costs, expenses, fee which we may incur in connection with your violation of this provision.
11. Ad Hoc Services
You may be allocated a Personal Identification Number or password ("PIN") in order to access our Service Department for ad hoc services from time to time. You must take all reasonable precautions to prevent unauthorized use of you PIN. In any event, you will be liable for all charges (in accordance with our tariff schedule for the time being or with the service charge quoted by us orally or in writing at the time of request for such services) incurred through use of your PIN, until you notify us in writing of its loss or use by an unauthorized third part. Your PIN may be changed at our sole discretion upon prior notice to you.
12. Your Personal Data
Your Personal Data may be transferred to (i) governmental authorities if and when required by applicable laws and regulations, to (ii) our holding company, subsidiaries or assignees, and third parties performing services at our request who may require access to your Personal Data in connection with the supply of Products, the provision of Services and/or the conduct of our business. You consent to our using your Personal Data for the foregoing purposes. You also consent to our using your Personal Data for any reasonable purpose as we see fit in connection with our business, as well as comparing or matching your Personal Data with other sources of information. You consent will survive any termination of this Agreement. You may request access to and corrections of your Personal Data at any time by written notice to us (top the attention of our Account Service Department or Customer Relation Management Department).
13. Limitation of Our Liability
All representations, warranties and other terms which may be implied by law or otherwise concerning our provision of Products and/or Services hereunder are excluded to the fullest extent permitted by law. We will not be liable for any loss or damage suffered by you, howsoever incurred, in connection with this or any other Subscription except as expressly provided in this or such other Subscription, and such liability shall not in the aggregate be more than the aggregated amount of Charges paid by you to us during the calendar month or such lesser period (as may be the case) preceding your claim, or series of claims.
14. Force Majeure
Notwithstanding anything hereinto the contrary, we will not be liable for any failure to perform any obligation under this Agreement due to any factors outside our control, including any event of force majeure.
15. Time to Make a Claim against Us
You must notify us of any claim you may have against us in writing within 28 calendar days of the incident giving rise to such claim, failing which you will be deemed to have waived your rights to make such claim.
For the duration of this Agreement, you hereby license us to use your software and information (other than Personal Data which shall be governed by Section 12 hereof) and transfer or download to our database as we may see fit from time to time.
17. Indemnification by you
You will fully indemnify us against all claims and actions by any third party (including, without limitation, your customers and representatives) arising our of the Agreement and/or any other Subscription you have entered into with us and/or any duty you may have, concerning the Products and/or Services provided hereunder. This indemnity will survive any termination of this Agreement.
You may not assign this Agreement or any right or obligation hereunder without our prior written consent (which we may withhold at our absolute discretion). We may assign this Agreement to any person engaged in the business of providing the Services provided that we shall remain liable for any breach of the Agreement.
19 Governing Law
This Agreement is governed by the laws of Hong Kong Special Administrative Region and you hereby irrevocably agree to submit yourself to the non-exclusive jurisdiction of the Hong Kong Special Administrative Region courts.
All notices and other communications hereunder shall be writing and delivered by hand or mail to the relevant part as the address set forth overleaf or to such other addresses of such recipient party provided by such recipient party to the other party in accordance with this provision. All notices shall be deemed to have been received by the recipient party upon delivery by hand or 2 business days after posting in Hong Kong Special Administrative Region, postage prepaid and properly addressed.
Any provision of this Agreement which is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the remaining provisions hereof, and any illegality, invalidity or unenforceability of any provision hereof in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.