- 1. Definitions
- 2. Contracting Entities
- 3. Agreement Start, Term and Renewal
- 4. Invoicing, Charges, Currency, Taxes
- 5. Payment, Late Payment, Suspension and Reconnection
- 6. Provision of Services
- 7. Customer’s Equipment
- 8. Maintenance
- 9. Reselling Services
- 10. Termination
- 11. On-Hold and Cancellations
- 12. Customer’s Obligations
- 13. Data Security
- 14. Data Protection
- 15. Release and Indemnity
- 16. Warranty and Limitation of Liability
- 17. Force Majeure
- 18. Confidential Information
- 19. Severability and Waiver
- 20. Notices
- 21. Governing Law and Dispute Resolution
- 22. Entire Agreement
General Terms & Conditions
1.1. In this Agreement, unless the contact otherwise requires:
|Agreement||means these (1) General Terms & Conditions, (2) attached Service Schedule and (3) any Order for the provision of the Services by Blue Wireless. In the event of any inconsistency between the documents comprising this Agreement the following order of precedence shall prevail: (1), (2) then (3).|
|Blue Wireless||means the respective Blue Wireless entity in Clause 2.|
|Charges||means the total charges payable to Blue Wireless as set out in the invoices rendered by Blue Wireless from time to time, for the Services and/or Service Equipment ordered from time to time.|
|Confidential Information||means any and all confidential information disclosed, whether in writing or orally, directly or indirectly, by a party to the other party whether before or after the date of this Agreement in the course of the provision of the Services, but excluding information that (a) is in the public domain; or (b) lawfully enters into the public domain other than by breach of this Agreement.|
|Customer||means the party which receives Blue Wireless Services in accordance to the Agreement.|
|Data Subject||means a natural person who can be identified, directly or indirectly, by the Shared Personal Data|
|Emergency Maintenance||means emergency maintenance on the Services performed by Blue Wireless in accordance with Clause 8.|
|End Customer||means the party who is using the Blue Wireless Service provided by the Customer.|
|Intellectual Property Rights||means all intellectual property rights whether registerable or not, including, without limitation, patents, trademarks, service marks, trade names, logos, get up, inventions, designs, copyrights, confidential information, trade secret and related rights and know-how in them or licenses to use any of them which may now or in future subsist anywhere in the world.|
|Internet Protocol Address||means a unique numeric identifier associated with a device connected to the internet.|
|Internet Code of Practice||means the code for the regulation of internet content in the country where the Service is being used.|
|Personal Data||meaning set out in Article 4 of General Data Protection Regulation (EU) 2016/679.|
|Personal Data Breach||means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Shared Personal Data.|
|Provider||means any supplier of internet access, telecommunications and/or data acreage services.|
|Scheduled Maintenance||means scheduled maintenance on the Services performed by Blue Wireless in accordance with Clause 8.|
|Services(s)||means all goods, products, and services to be provided by Blue Wireless as specified in detail in the Service Schedule and Quotation.|
|Order||means a Quotation accepted by the customer as per conditions stated in these Terms & Conditions.|
|Service Credit||means the sum payable by Blue Wireless in circumstances set out in the product-specific Service Schedule|
|Service Equipment||means equipment that includes but not limited to, all equipment, systems, cabling, software, and other facilities or property (for example, Blue Wireless’s manual) provided by Blue Wireless for the Service|
|Service Level Agreement||means Blue Wireless’s service level for the Service as set out in the Service Schedule.|
|Service Schedule||means the service specifications and Service Level Agreement determined by Blue Wireless from time to time in relation to the Services.|
|Shared Personal Data||means the following types of Personal Data may (insofar as may be required for the performance of the Services) be shared between the parties during the Term of this Agreement:|
|Term||means the period in the Order during which Blue Wireless agrees to provide the Services|
2. Contracting Entity
2.1. Blue Wireless refers to one of the applicable entities listed below:
- Blue Wireless Pte. Ltd., with office at 60 Paya Lebar Rd, #10-51 Paya Lebar Square, Singapore 409051
- Blue Wireless Pty. Ltd., with office at 131 Clarence Street, Level 3, Suite 9, Sydney, 2000 Australia
- Blue Wireless (Europe) B.V., with office at Kabelweg 57, 1014BA, Amsterdam, The Netherlands
- Blue Wireless (UK) Ltd., with office at 58 Pen Y Bryn Wrexham, Wales LL13 7HY, United Kingdom
- Blue Wireless America LLC, with office at 11 S 12th St, Suite 311 Richmond, VA 23219
- Blue Wireless (Malaysia) Sdn. Bhd., with office at B2-3-1, Solaris Dutamas, No. 1, Jalan Dutamas, 50480, Kuala Lumpur, Malaysia
- Blue Wireless New Zealand Limited, with office at Flat 4, 123 Victoria Street Christchurch 8013 New Zealand
- Blue Wireless Hong Kong Ltd., with office at Suite 02, Level 12A Enterprise Building 228-238 Queen’s Road Central Hong Kong
- Blue Wireless (Thailand) Co.Ltd., with office at Bangkok, Thailand
2.2. Customer refers to the entity as stated in our Sales Order Form.
3. Agreement Start, Term and Renewal
3.1. 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 director of the Customer, affixing 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.
3.2 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
3.3. 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.
3.4. The Service will continue for a minimum Term of 12 months or as otherwise stated on the Order.
3.5. The Service will be automatically renewed beyond its minimum Term for successive monthly renewals at the same monthly 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.
3.6. Either party must provide notice of at minimum thirty (30) days prior to the expiration of the minimum Term or the renewed Term.
4. Invoicing, Charges, Currency, Taxes
4.1. 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) Partial use during a month is pro-rated based on calendar days.
(d) Variable Usage Charges will be billed in arrears for the previous month.
4.2. Blue Wireless can combine charges from different orders into one invoice, which are identified clearly
4.3. All invoices shall be delivered to customer via email to the provided email address. Blue Wireless does not provide any paper invoices by post.
4.4. All Services as stated on the Order form are exclusive of all local taxes / Value Added Tax (VAT) applied in the country where the invoice is generated.
4.5. Local tax / Value Added Tax (VAT) is applicable on services where country of service deployment is the same as the country where the invoice is generated. Withholding taxes remains the responsibility of individual parties.
4.6. Currency used for Invoices are as per Order and are fixed for the duration of the initial contract term in the currency noted on the Order. Any changes in currency are subject to mutual agreement of both parties.
5. Payment, Late Payment, Suspension and Reconnection
5.1. 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.
5.2. 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.
5.3. If payment is not received in full by the due date, customer shall be liable to pay monthly interest on overdue Charges at the rate of 5% per annum on all outstanding payment.
5.4. 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.
5.5. 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
5.6. 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.
5.7. Blue Wireless may without prejudice to any right it might have to suspend a Service if payment is not received in full by the due date and has failed and/or neglected to remedy the same within fourteen (14) days of receipt of Blue Wireless’s notice of late payment.
5.8. 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.
5.9. Service reconnection will be effectuated no longer than five (5) business days upon confirmation from Blue Wireless that payment has been received in full.
5.10. 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.
6. Provision of Services
6.1. In performing Services and its obligations under this Agreement, Blue Wireless 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 and ensure the co-operation of any end Customer and/ or Third-Party supplier(s);
(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 Covid-19, 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.
6.2. 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.
6.3. 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.
6.4. Unless otherwise stated, Blue Wireless’s employees, agents or sub-contractors will only attend to the Blue Wireless Service and Service Equipment.
7. Customer’s Equipment
7.1. Except as otherwise provided for in this Agreement, customer must at its expense, install, configure and maintain all necessary customer equipment and other third-party equipment (including any third-party network services), to allow Blue Wireless to deliver the Service.
7.2. Customer must also ensure that for any of its equipment, which is used in conjunction with the Service, also complies with applicable regulatory standards.
7.3. 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.
8.1. Blue Wireless may perform Scheduled Maintenance on the Services from time-to-time.
8.2. Customer will be given at least ten (10) business days’ advance notice prior to any Schedule Maintenance at customer’s email address or contact number.
8.3. Except as otherwise informed by Blue Wireless, any Schedule Maintenance resulting in a complete interruption in Services shall occur between 12:00 a.m. and 8:00 a.m. local time on Weekends and shall not last for more than six (6) consecutive hours.
8.4. 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.
8.5. 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.
9. Reselling Services
9.1. Customer may use the Services for its own use or resell the Services to its End Customer with written consent from Blue Wireless.
9.2. Where provides services to its End Customer, the obligations, conditions and liabilities as defined in this agreement continue to apply to the end Customer.
9.3. Blue Wireless will not incur any additional fees, costs or charges regarding Customer reselling Blue Wireless services to its End Customer.
10.1. Customer may terminate the Service by giving thirty (30) days’ advance notice in writing to Blue Wireless.
10.2. Customer must pay Blue Wireless any unpaid fees for the Service to the extent provided by Blue Wireless prior to termination and the remaining contract value (excluding only fees under reasonable and good faith dispute).
10.3. Blue Wireless may immediately suspend, 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 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 and does not cease to do so after receiving not less than three (3) days’ notice of such conduct from Blue Wireless.
10.4. 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.
11. Order Modifications, On-Hold and Cancellations
11.1. Before the Service is delivered, Customer may modify, cancel, or place a confirmed order on-hold by writing to Blue Wireless.
11.2. 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 will cancel the order.
11.3. 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.
11.4. 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.
12. Customer’s Obligations
12.1. Customer shall comply with all applicable laws and regulations as well as any reasonable directions given by Blue Wireless from time to time in connection with the use of the Service.
12.2. 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.
13. Data Security
13.1. 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.
13.2. Blue Wireless does not make any representations or warranties concerning the effectiveness of the security of the Service.
13.3. 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.
13.4. 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.
13.5. 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.
13.6. 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.
14. Data Protection
14.1. This clause shall apply in all relevant countries.
14.2. “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.
14.3. The following types of Personal Data may (insofar as may be required for the performance of the Services) be shared between the parties during the Term of this Agreement:
14.4. Customer or Blue Wireless local contact name, phone number, email address and business address;
(a) Customer, Blue Wireless or sub-contractor staff name, phone number, email address and business address, national ID number or passport details, bank details;
(b) sub-contractor staff health data;
(c) sub-contractor staff criminal record information,
(together the “Shared Personal Data”).
14.5. The parties agree only to process Shared Personal Data for the purpose of Provider providing the Services to Principal, including through sub-contractors (the “Agreed Purpose”).
14.6. 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.
14.7. Both parties will comply with all applicable requirements of the Data Protection Laws. This section 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Law.
14.8. Each party shall ensure that it has legitimate grounds under the Data Protection Laws for the processing of the Shared Personal Data.
14.9. Customer and Blue Wireless shall, in respect of Shared Personal Data, ensure that it provides clear and sufficient information to the Data Subjects, in accordance with Data Protection Law, of the purposes for which it will process their personal data, the legal basis for such purposes and such other information as is required by Data Protection Law.
14.10. Customer and Blue Wireless undertakes to inform the Data Subjects of the Shared Personal Data, in accordance with Data Protection Law, of the purposes for which it will process their personal data, the legal basis for such purposes and such other information as is required by the Data Protection Law.
14.11. 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.
14.12. 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.
14.13. The parties each agree to ensure that any Shared Personal Data are returned to the disclosing party or destroyed in the following circumstances: (a) on expiry or termination of the Agreement; (b) once processing of the Shared Personal Data is no longer necessary for the Agreed Purpose.
14.14. 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.
14.15. 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.
14.16. The parties shall each comply with its obligation to report a Personal Data Breach to the appropriate supervisory authority and (where applicable) Data Subjects and shall each inform the other party of any Personal Data Breach irrespective of whether there is a requirement to notify any supervisory authority or Data Subjects.
14.17. 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.
15. Release and Indemnity
15.1. Blue Wireless makes no warranties of any kind, express, implied or statutory, concerning data, information or other content available through the Service.
15.2. Customer is solely responsible for all data (including images, text, sound, programs and computer viruses) accessed as a result of using the Services.
15.3. Customers agrees to release, indemnify and hold Blue Wireless (including its directors, employees, contractors, agents) and its associated companies (including their respective directors, employees, contractors, and agents) harmless from and against all actions, claims and demands which may be instituted against Blue Wireless arising out of or in connection with:
(a) a claim for patent, trademark, copyright or intellectual property right infringement or defamation being made against Blue Wireless by a third party in connection with customer’s use of the Services;
(b) a claim for an infringement being made against Blue Wireless by a third-party in connection with customer’s use of an Internet Protocol Address not supplied by Blue Wireless under this Agreement;
(c) a claim for an alleged infringement of any law or regulation or code of practice made against Blue Wireless by a third party in connection with customer’s use of the Services;
(d) the use of the Services by a person using Blue Wireless’s Service or Internet Protocol Address with, or without, Blue Wireless’s authority;
(e) any breach by Blue Wireless of its warranties or its other obligations in this Agreement and;
(f) any negligent or willful act of Blue Wireless or any of its officers, employees, contractors or agents which would have been a breach of this Agreement if performed by Blue Wireless using our Services.
15.4. 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.
15.5. 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.
16. Warranty and Limitation of Liability
16.1. 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.
16.2. Except as expressly provided in this Agreement to the extent permitted by law, neither party will have any obligation, duty or liability of any kind (including direct, indirect and consequential losses, financial loss, loss of profits or business, savings, revenue, data or goodwill) in contract, tort, under any statute or at law to the other party arising from or in connection with this Agreement or the Service.
16.3. If any claim arising out of, or in connection with this Agreement which results in Blue Wireless becoming liable for any loss or damage to customer, then Blue Wireless’s liability for loss or damage shall be limited to payment of the sum of total Charges paid to customer by Blue Wireless over a 12-month period, less third party costs incurred by Blue Wireless.
16.4. 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:
16.5. 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
16.5. 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.
17. Force Majeure
17.1. 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.
17.2. 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.
17.3. 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.
18. Confidential Information
18.1. 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.
18.2. 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 of a party’s obligations under this Agreement, and the third party acknowledges the confidential nature of the Confidential Information and agrees to be bound by the provisions of this clause.
18.3. 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.
18.4. 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 any third party or related company unless customer consents to such disclosure.
19. Severability and Waiver
19.1. 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.
19.2. 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.
20.1. 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.
21. Governing Law and Dispute Resolution
21.1. This Agreement shall be governed by and construed in accordance with the country laws of the Blue Wireless contracting entity .
21.2. 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.
21.2. 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 way of arbitration in accordance with the arbitration rules of the country for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of 3 arbitrators with each party appointing one arbitrator and both shall collectively select a third. The language of the arbitration shall be English.
22. Entire Agreement
22.1.This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties concerning its subject matter.