General Terms & Conditions

2. Agreement Start, Term and Renewal

2.1. This Agreement takes effect upon acceptance of a Blue Wireless Quotation by customer, by one of the following means:

(a) By signing the Blue Wireless Quotation by an authorized signatory of the Customer, affixing (if any) official company stamp and returning the document to Blue Wireless

(b) By accepting the Blue Wireless Quotation electronically, by clicking on the link sent to the authorized director of the Customer by electronic mail.

(c) By Customer issuing an official company purchase order to Blue Wireless stating the same commercial and service details as per Blue Wireless Quotation.

2.2 Upon execution of an Order as outlined in this paragraph, Blue Wireless will provision the Service as described in the applicable Service Schedule attached herewith

2.3. The agreement shall continue until termination or expiration of the last Service governed by this Agreement or until terminated in accordance with the provisions herein.

2.4. The Service will continue for a minimum Term of 12 months or as otherwise stated on the Order.

2.5. The Service will be automatically renewed beyond its minimum Term for successive monthly or yearly renewals at the same monthly or yearly recurring charge set forth in the last Order unless renewed using a new Order or either party notifies the other party of its intention of non-renewal.

2.6. Either party must provide notice of non-renewal no less than thirty (30) days prior to expiration of the minimum Term or the renewed Term.

3. Invoicing, Charges, Currency, Taxes

3.1. Blue Wireless shall invoice Customer on the first of each month using following conditions:

(a) One-Time Charges for completion of the one-time elements of the Service in previous month, including but not limited to installation, delivery, equipment, configuration.

(b) Fixed Recurring Charges are invoiced for the current month. If Service made available for use before the last day of the previous month, the first invoice will cover the remaining days of that month plus the following month.

(c) Yearly Recurring Charges are invoiced for a period of twelve (12) months or the remainder of the current calendar year for the Service from the day the Service was made available for use.

(d) Partial use during a month is pro-rated based on calendar days.

(e) Variable Usage Charges will be billed in arrears for the previous month.

3.2. Blue Wireless can combine charges from different orders into one invoice.

3.3. All invoices shall be delivered to customer via email to the provided email address. Blue Wireless does not provide any paper invoices by post.

3.4. All prices stated for Services in the Order are exclusive of any local taxes and/or Value Added Tax (VAT).

3.5. Local tax and/or Value Added Tax (VAT) are applicable on services where country of service deployment is the same as the country where the invoice is generated.

3.6. Any withholding taxes are the responsibility of the Customer and cannot be deducted or withheld from the full payable amount stated in invoices. If Customer is required by law to make any withholding or deduction, Customer shall gross up the payment so that Blue Wireless receives the full amount invoiced, and Customer shall promptly provide official receipts or other satisfactory evidence of such withholding. 

3.7. Currency used for Invoices shall be as stated in the Order.

4. Payment, Late Payment, Suspension and Reconnection

4.1. Customer shall pay all Charges in full without any deduction or set-off whatsoever within thirty (30) days from the date of invoice or such other time period as specified on the Order and Invoice.

4.2. All payment must be made before the due date and acceptable payment methods are bank transfer, or cheque where applicable. All bank and transfer charges are responsibility of the customer.

4.3. If payment is not received in full by the due date, customer shall be liable to pay interest on overdue Charges at the lesser of five 5% per month and the maximum rate permitted by applicable law, accruing daily from the due date until payment in full.

4.4. Interest shall accrue daily on all outstanding amounts including accrued default interest from the due date until Blue Wireless receives payment in full notwithstanding termination of this Agreement.

4.5. If customer disputes about the Charges or any part thereof, customer must:

(a) pay the undisputed amount of the Charges to Blue Wireless by the due date;

(b) inform Blue Wireless in written notice prior to the due date of payment of the Charges, of the Charges in dispute if it intends to withhold payment; or

4.6. If customer gives notice of the disputed Charges, Blue Wireless shall conduct a complete and objective review of customer’s complaint and provide customer with a written reply within thirty (30) days of receipt of the aforesaid notice from Blue Wireless.

4.7. Blue Wireless may without prejudice to any right it might have, suspend any Service, withhold activations, refuse further work, or disconnect Service if payment is not received in full by the due date and remains outstanding fourteen (14) days after receipt of Blue Wireless's notice of late payment. 

4.8. This suspension will not constitute a breach by Blue Wireless of this Agreement and Blue Wireless will not be liable to customer or any third party for any loss or damage occasioned by this suspension. Customer will remain liable for all its obligations under this Agreement during this suspension and for Blue Wireless’s direct reasonable costs incurred due to the suspension.

4.9. Service reconnection will be carried out as soon as reasonably practicable after confirmation from Blue Wireless that payment has been received in full, subject to operational and supplier dependencies.

4.10. Customer shall reimburse Blue Wireless for its reasonable expenses, including legal costs and collection agency fees, incurred in collecting delinquent or dishonored payments and enforcing its rights under the terms of this Agreement.

5. Provision of Services

5.1. In performing Services and its obligations under this Agreement, Blue Wireless may act itself or through its affliates, Providers and sub-contractors and shall

(a) exercise reasonable skill and care;

(b) obtain and maintain all necessary licenses, consents and comply with all relevant legislation in relation to the Services;

(c) co-operate with the Customer is all matters relating to the Services, provided that the Customer shall ensure the timely co-operation of any End Customer and/ or Third-Party supplier(s) and shall remain responsible for their acts and omissions;

(d) ensure that all necessary measures are taken for the safety and security of working conditions, sites, and installations during the performance of the Services. This also applies to health and safety measures that need to be taken considering epidemics, including but not limited to wearing masks and social distancing. These measures should be based on each country’s national regulations and be applicable in the specific industry in which works are being undertaken. This applies to all public health emergencies.

5.2. Blue Wireless may install Service Equipment at customer’s premises in connection with the Services and customer warrants that it has obtained all necessary consents in relation to such installation.

5.3. Customer shall allow access to Blue Wireless’s employees, agents or sub-contractors to enter its premises to inspect, repair, maintain and/or remove the Service Equipment and provide safe access and working conditions at customer’s premises with agreed prior notice.

5.4. Unless otherwise stated, Blue Wireless’s employees, agents or sub-contractors will only attend to the Blue Wireless Service and Service Equipment.

6. Customer’s Equipment

6.1. Except as otherwise provided for in this Agreement, customer must at its expense, install, configure and maintain all necessary customer equipment and other hird-party equipment (including any third-party network services), to allow Blue Wireless to deliver the Service.

6.2. Customer must also ensure that for any of its equipment, which is used in conjunction with the Service, also complies with applicable regulatory standards.

6.3. Blue Wireless shall not be responsible for any fault or failure associated with any customer equipment or third-party equipment and is also not responsible for any loss or damage occasioned thereby.

7. Maintenance

7.1. Blue Wireless may perform Scheduled Maintenance on the Services from time-to-time.

7.2. Customer will be given at least ten (10) business days’ advance notice prior to any Schedule Maintenance at Customer’s email address, portal account or contact number.

7.3. Except as otherwise informed by Blue Wireless, any Schedule Maintenance resulting in a complete interruption in Services shall occur during such maintenance windows as Blue Wireless reasonably designates and may exceed six (6) consecutive hours where reasonably required for service continuity, security or supplier dependency reasons.

7.4. Blue Wireless may perform Emergency Maintenance on the Services as necessary and shall provide Customer with as much advance notice as may be practicable under the circumstances at the customer’s email address of contact number.

7.5. Interruptions in Service attributable to Emergency Maintenance shall be considered downtime for purposes of applicable product specific Service Level Agreement, except and to the extent the emergency maintenance was necessitated by a Force Majeure Event or any acts or omissions of Customer.

8. Reselling Services

8.1. Customer may use the Services for its own use or resell the Services to its End Customer with written consent from Blue Wireless.

8.2. Where Customer provides services to its End Customer, Customer remains fully responsible and liable for all acts, omissions, use of the Services and payment obligations of such End Customer, and no contractual relationship is created between Blue Wireless and any End Customer. 

8.3. Blue Wireless will not incur any additional fees, costs or charges regarding Customer reselling Blue Wireless services to its End Customer.

9. Termination

9.1. Customer may terminate the Service by giving thirty (30) days’ advance written notice to Blue Wireless, subject always to the applicable Order and payment to all amounts and termination liabilities due under this Agreement.

(a) Cancellation Prior to Service Commencement Date. Customer may cancel the Service prior to the applicable Service Commencement Date upon prior written notice given to Blue Wireless. Customer will be liable for all costs, expenses and charges reasonably incurred by Blue Wireless in connection with such cancellation, including non-cancellable supplier charges, provisioning, equipment, configuration, delivery and administrative costs, together with any applicable third-party pass-through charges.

(b) Termination After Service Commencement Date. Customer may terminate the Service after the Service Commencement Date and prior to the end of the Service Term only upon thirty (30) days' written notice to Blue Wireless. If Customer does so, or if the Service is suspended, terminated or disconnected by Blue Wireless as a result of Customer default, Customer shall pay Blue Wireless, as a genuine pre-estimate of loss and not as a penalty, a termination liability equal to the sum of:

(1) all unpaid amounts for the Service provided through the effective date of termination;

(2) any unpaid non-recurring charges for the terminated Service, together with any committed supplier costs, de-installation, recovery, shipping and third-party early termination or disconnection charges;

(3) for any terminated Service, one hundred percent (100%) of the remaining monthly recurring charges and any minimum committed usage charges that would have been payable for the balance of the then-current Service Term.

9.2. Blue Wireless may immediately suspend, restrict, terminate or disconnect the Service or any part of the Service without notice and without liability to Customer or any other person in the following circumstances:

(a) at the direction or request of any authorized entity, including (without limitation) a law enforcement, government, semi-government, statutory or administrative body or competent regulatory authority or;

(b) to protect Blue Wireless from actual, threatened or potential legal liability;

(c) when a Supplier of Blue Wireless suspends or terminates all or any part of its services;

(d) Customer commits a material breach of this Agreement, any Order, any acceptable use policy or a security requirement and fails or is unable to remedy that breach within fourteen (14) days after receiving written notice from Blue Wireless;

(e) Customer, is insolvent or takes any corporate action or other steps are taken or legal proceedings are commenced for its winding up, liquidation or dissolution (other than for the purposes of solvent reconstruction) or for the appointment of a receiver, receiver and manager, official manager, liquidator, provisional liquidator, trustee, administrator or similar officer of it or of any or all its assets and undertakings, or in the case of an individual, dies or is declared a bankrupt;

(f) Customer engages in any conduct prejudicial to the reputation of Blue Wireless, involves fraud, sanctions or export control breaches, misuse of the Services, or creates a security or operational risk to Blue Wireless, any Provider or any other customer, and does not cease to do so immediately upon notice from Blue Wireless.

9.3. This termination will not constitute a breach by Blue Wireless of this Agreement and Blue Wireless will not be liable to customer or any third party for any loss or damage occasioned by this suspension. Customer will remain liable for all its obligations under this Agreement during this suspension and for Blue Wireless’s direct reasonable costs incurred due to the suspension.

10. Order Modifications, On-Hold and Cancellations

10.1. Before the Service is delivered, Customer may request a modification, cancellation, or hold of a confirmed order by writing to Blue Wireless, but Blue Wireless may accept or reject such request in its discretion and Customer shall remain liable for any costs and charges incurred up to the effective date of the requested change.

10.2. Customer has a maximum of thirty (30) calendar days to put a confirmed order on-hold. Thereafter, Customer may only cancel or modify the confirmed order that is placed on-hold. If no instructions are provided to Blue Wireless by Customer after thirty (30) calendar days, Blue Wireless may cancel the order and recover any costs and charges incurred.

10.3. Blue Wireless reserves the right to determine the extent of the modification and determine if the order must be cancelled and Customer to reorder a new Service or proceed with the modified order.

10.4. Order cancellations will not constitute a breach by Blue Wireless of this Agreement and Blue Wireless will not be liable to customer or any third party for any loss or damage occasioned by this cancellation. Customer will remain liable for all its obligations under this Agreement and for Blue Wireless’s direct reasonable costs incurred due to the order cancellation.

11. Customer’s Obligations

11.1. Customer shall comply with all applicable laws and regulations, Blue Wireless's acceptable use, security onboarding requirements, and any reasonable directions given by Blue Wireless from time to time in connection with the use, delivery and support of the Service.

11.2. Customer must not use nor permit the following conduct by any other party, including Customer’s End Customer, to use the Service:

(a) to access, send mail or publish material that is defamatory, obscene, offensive, abusive, pornographic, menacing, or impermissible under any code or law at any place where transmissions are sent from or viewed, including without limitation any material that is objectionable on the grounds of public interest, public morality, public order, public security, national harmony, or which is otherwise prohibited by applicable local laws;

(b) to harass, threaten or cause a nuisance to anyone;

(c) to commit a crime or in the process of committing a crime;

(d) to distribute computer viruses;

(e) in connection with infringement of the intellectual property or other rights of any person including (without limitation) the distribution of unlicensed computer software;

(f) to perform or permit mass distribution of advertising material, except to people who have consented to the receipt of that material;

(g) to interfere with, damage, disrupt or unlawfully use or gain access to any service, equipment or computer network;

(h) to do anything that may jeopardize the security or integrity of any part of the Blue Wireless network or the network of any Provider;

(i) to engage in any activities in such a manner as to expose Blue Wireless or any Provider to a liability;

(j) to send unsolicited commercial e-mail or;

(k) to interfere with the use by other Blue Wireless Services; or to use the Service in breach of applicable sanctions, export control, anti-bribery or anti-corruption laws.
 

12. Data Security

12.1. Blue Wireless states and Customer acknowledges that the Service is not a secure nor confidential method of communication and therefore customer transmits content (including data or other information) on the Service at their own risk.

12.2. Blue Wireless does not make any representations or warranties concerning the effectiveness of the security of the Service.

12.3. Blue Wireless is not liable for any unauthorized access to customer’s data even where the access occurs as a result of a fault in equipment or software owned, operated or supplied by Blue Wireless.

12.4. Blue Wireless shall not be liable for the corruption, loss or erasure of any data stored or conveyed by customer on the Service provided by Blue Wireless. Customer is responsible for protection of any such data and must backup all such data on a regular basis.

12.5. To the extent consistent with any applicable law, Blue Wireless shall not be responsible for any content accessed by Customer and End Customer through the Service and as such customer uses any Service-accessed content solely at its own risk.

12.6. Subject to applicable law, Blue Wireless may at any time and at its absolute discretion:

(a) intercept or monitor the Service, or enable another person to intercept the Service, or data being transmitted over the Service for the purpose of complying with any legal obligations;

(b) monitor use of the Service;

(c) suspend or examine the Service (including examination of customer’s e-mail, records and other data) in connection with any technical failure, modification to or maintenance of the Service; or

(d) without prejudice to any other remedy available to Blue Wireless under this Agreement or otherwise, take down, remove, modify, delete or limit access to any of customer’s content hosted by or which is transmitted through the Service which Blue Wireless has grounds to suspect is illegal, infringing, defamatory or otherwise prohibited.

13. Data Protection

13.1. This clause shall apply in all relevant countries.

13.2. “Data Protection Law” means as applicable and binding on Customer, Blue Wireless and/or the Services:

(a) the Data Protection Act 2018; and/or

(b) the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and/or any corresponding or equivalent national laws or regulations; and

(c) any applicable laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time.

13.3. Only the following types of Personal Data may, to the extent reasonably necessary for the performance, support, security, invoicing and compliance of the Services, be shared between the parties during the Term of this Agreement: 

13.4. Business contact name, business telephone number, business email address and business address; 

(a) business identification, site-access and billing data strictly necessary for service delivery, verification, invoicing and regulatory compliance; 

(b) special category personal data shall not be shared unless strictly required by applicable law and expressly agreed in writing by Blue Wireless;

(c) criminal offence data shall not be shared unless strictly required by applicable law and expressly agreed in writing by Blue Wireless,

(together the “Shared Personal Data”).

13.5. The parties agree only to process Shared Personal Data for the purpose of negotiating, provisioning, delivering, supporting, billing, securing and administering the Services, including through Blue Wireless's affliates, sub-contractors and suppliers where reasonably required for the foregoing purposes (the “Agreed Purpose”).

13.6. The parties acknowledge that for the purposes of the Data Protection Law, Customer and Blue Wireless are independent data controllers in relation to the Shared Personal Data.

13.7. Both parties will comply with all applicable requirements of the Data Protection Laws. This Section 13 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Law. Except to the extent expressly agreed otherwise in writing, neither party acts as processor for the other.

13.8. Each party shall ensure that it has legitimate grounds under the Data Protection Laws for the processing of the Shared Personal Data.

13.9. Each party shall, in respect of Shared Personal Data for which it is responsible, provide any notices and obtain any consents, approvals or other lawful basis required under ensure Data Protection Law.

13.10. Customer shall ensure that any Personal Data disclosed to Blue Wireless is accurate, relevant, not excessive and lawfully disclosed for the Agreed purpose, and Blue Wireless may rely on Customer's instructions and confirmations in relation to such disclosure.

13.11. The parties each agree to provide such assistance as is reasonably required to enable the other party to comply with requests from Data Subjects to exercise their rights under Data Protection Law within the time limits imposed by Data Protection Law.

13.12. The parties each agree not to retain or process Shared Personal Data for longer than is necessary to carry out the Agreed Purpose, or (notwithstanding the foregoing) in accordance with any statutory or professional retention periods applicable in their respective countries and/or industry.

13.13 The parties each agree to ensure that any Shared Personal Data are returned to the disclosing party or destroyed when no longer necessary for the Agreed Purpose or upon expiry or termination of the Agreement, except to the extent retention is required by applicable law, regulatory requirements, bona fide internal record retention policies, backup or archival systems, or for the establishment, exercise or defense of legal claims.

13.14. The parties undertake to have in place throughout the term of this agreement appropriate technical and organisational security measures to (a) prevent unauthorised or unlawful processing of the Shared Personal Data, and the accidental loss or destruction of, or damage to, the Shared Personal Data, and (b) ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage, and the nature of the Shared Personal Data to be protected.

13.15. It is the responsibility of each party to ensure that its staff members are appropriately trained to handle and process the Shared Personal Data in accordance with the technical and organisational security measures together with any other applicable national data protection laws and guidance and have entered into confidentiality agreements relating to the processing of personal data.

13.16. Each party shall each comply with its obligation to report a Personal Data Breach to any supervisory authority and, where applicable, Data Subjects, and shall notify the other party without undue delay where a Personal Data Breach affecting Shared Personal Data under this Agreement is reasonably likely to require coordination between the parties.

13.17. The parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Personal Data Breach in an expeditious and compliant manner.

14. Release and Indemnity

14.1. Blue Wireless makes no warranties of any kind, express, implied or statutory, concerning data, information or other content available through the Service.

14.2. Customer is solely responsible for all data (including images, text, sound, programs and computer viruses) accessed as a result of using the Services.

14.3. Customer agrees to release, indemnify and hold Blue Wireless (including its directors, employees, contractors), its affiliates, associated companies, Providers and suppliers harmless from and against all actions, claims, demands, losses, liabilities, damages, costs and expenses (including legal costs on a full indemnity basis) arising out of or in connection with:

(a) any claim relating to content, data, applications, materials or communications transmitted, stored, accessed or distributed by Customer or any End Customer using the Services;

(b) any use of an Internet Protocol Address not supplied by Blue Wireless under this Agreement, or any Customer-provided equipment, software, network or configuration;

(c) any breach or alleged breach of any law, regulation, code of practice or third-party rights by Customer, any End Customer, or any person using the Services through Customer; 

(d) any negligent, unlawful, fraudulent, willful or unathorised act or omission of Customer, its End Customer, employees or contractors;

(e) any breach by Customer of its warranties, representations, payment obligations or other obligations under this Agreement; and

(f) any claim by Customer's End Customer or any third party arising from Customer's resale, bundling or onward provision of the Services.

14.4. If a Quotation for a Service is signed by a person on behalf of Customer the signatory warrants that the signatory has the authority to sign the Quotation on behalf of Customer. The signatory shall indemnify and keep indemnified Blue Wireless against all loss, damage, costs, claims and expenses that Blue Wireless may incur as a result of breach of the warranty contained in this clause.

14.5. Customer shall continue to hold harmless and indemnify Blue Wireless from any third-party claims or actions resulting from unauthorized use of Blue Wireless Services.

15. Warranty and Limitation of Liability

15.1. Where Blue Wireless provides a Service to customer, Blue Wireless warrants that it will not breach the provisions of the Internet Industry Code, to the extent that this Code of Practice is applicable to the Service.

15.2. Except to the extent liability cannot be excluded or limited by applicable law, Blue Wireless shall not be liable to Customer for any indirect, incidental, special, exemplary, punitive or consequential loss, or for any loss in profit, revenue, business, goodwill, anticipated savings, opportunity or data, arising out of or in connection with this Agreement or the Service, whether in contract, tort, statute or otherwise.

15.3. To the maximum extent permitted by the law, the aggregate liability of Blue Wireless arising out of or in connection with this Agreement or the Service shall not exceed the total Charges paid or payable by Customer for the affected Service during the twelve (12) months immediately preceding the event giving rise to the claim. Customer's payment obligations and liabilities under Sections 10, 12, 15 and 18 are separate and are not limited by this Section 16.

15.4. Except as expressly provided to the contrary in this Agreement, any condition or warranty, which would otherwise be implied is hereby excluded. Where legislation implies in this Agreement any condition or warranty, and that legislation voids or prohibits provisions in a contract which exclude or modify the operation of that condition or warranty, the condition or warranty is deemed to be included in this Agreement. Blue Wireless’s liability for breach of the condition or warranty will be limited, at Blue Wireless’s option, to one of the following:

15.5. if the breach relates to goods:

(a) the replacement of the goods or the supply of equivalent goods;

(b) the repair of such goods;

(c) the payment of the cost of replacing the goods or of acquiring equivalent goods or;

(d) the payment of the cost of having the goods repaired; and

15.5. if the breach relates to services:

(a) the re-supply of the services or;

(b) the payment of the cost of re-supplying the services.

16. Force Majeure

16.1. Force Majeure Event shall mean an event beyond the reasonable control of the affected Party including, without limitation, third party strike; lock-out; labor dispute; act of god; war; riot; civil commotion; malicious damage; compliance with a law or governmental or regulatory order; rule; regulation; license or direction; accident; software failure; breakdown of plant or machinery (including, but not limited to, telecommunications systems and utility services); fire; flood and storm.

16.2. If a Party is prevented, hindered or delayed from or in performing any of its obligations under the Agreement (other than a payment obligation) by a Force Majeure Event (as hereinafter defined), that Party’s obligations under the Agreement are suspended while the Force Majeure Event continues to the extent that it is prevented, hindered or delayed.

16.3. If the Force Majeure Event continues for more than two (2) months either Party may terminate the Agreement by giving no less than thirty (30) days’ notice to the other Party.

17. Confidential Information

17.1. Each party agrees to strictly maintain the confidentiality of all Confidential Information of the other party disclosed, exchanged or otherwise provided under this Agreement. Neither party may use, copy, or disclose any Confidential Information of the other party except as contemplated by this Agreement.

17.2. A party may disclose Confidential Information of the other party if:

(a) the disclosure of that Confidential Information is permitted or required by law, including, without limitation, the rules of any stock exchange a party’s securities are listed upon;

(b) the party whose Confidential Information is to be disclosed consents to the disclosure or;

(c) disclosure to a third party is necessary for the performance, administration, financing, audit, insurance, enforcement or assignment of a party’s rights or obligations under this Agreement, and the third party acknowledges the confidential nature of the Confidential Information and agrees to be bound by obligations of confidentiality no less protective than those contained in this clause.

17.3. Notwithstanding the above, Blue Wireless may use customer’s Confidential Information for the purposes of:

(a) planning, provisioning and invoicing for the Services and/or Service Equipment;

(b) preventing fraud;

(c) facilitating interconnection and inter-operability between licensed service providers; or

(d) providing assistance to law enforcement or government agencies.

17.4. Blue Wireless undertakes that it:

(a) will not use the Confidential Information of customer for the development or marketing of Blue Wireless’s goods and services; and

(b) will not disclose the Confidential Information to its affiliates, related companies, subcontractors, suppliers, professional advisers, auditors, insurers, financing sources and prospective assignees on a need-to-know basis and subject to confidentiality obligations no less protective than those contained in this Agreement. 

18. Severability and Waiver

18.1. In the event any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, such offending provision(s) shall be struck out and the remainder of this Agreement shall remain legal, valid and binding.

18.2. The failure by either party to exercise or enforce any right conferred by the Agreement shall not be deemed to be a waiver of any such right or to operate so as to bar the exercise or enforcement of any such or other right on any later occasion. Any waiver shall be in writing and signed by the parties.

19. Notices

19.1. All notices shall be in writing and shall be sent by hand delivery, post or electronic mail to the parties at their addresses in this Agreement or to such other address as may be notified from time to time in writing. A notice shall be regarded as having been given:

(a) when delivered, if sent by hand or;

(b) the business day three days following posting, if sent by post or;

(c) the business day following the date of transmission, if sent by electronic mail.

20. Governing Law and Dispute Resolution

20.1. This Agreement shall be governed by and construed in accordance with the laws of Singapore, excluding its conflict of laws rule.

20.2. Save as otherwise provided in this Agreement, any dispute arising out of or in connection with the Agreement, shall be referred by either party first to the nominated representatives of each of the parties for resolution. If the dispute cannot be resolved by the nominated representatives of the parties within fourteen (14) days after the dispute has been referred to them, either party may give notice to the other party in writing Notice of escalation of the dispute. Within seven (7) days after the date of the Notice, the dispute shall be referred to a senior executive of Blue Wireless and customer for resolution within thirty (30) days.

20.2. If the parties fail to resolve a dispute in accordance with the procedure set out above, the parties shall submit the dispute for final resolution by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in Singapore in accordance with the SIAC Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

21. Entire Agreement

21.1.This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties concerning its subject matter.