RockCloud Terms and Conditions

By clicking the “Create my account” button on the registration form, you (the Customer) agree to be bound by the terms and conditions of this Agreement to the exclusion of all other terms. Please read this Agreement carefully before using rockcloud.net and make sure you understand what it says.

Rockcloud Technology Co. is a company incorporated in Singapore under company number 07389091, with its registered office at National Gallery. We agree to provide the services described in the order for the fees stated on the supplier’s website, www.rockcloud.net, or on the terms specified in an individual quotation.

1. Overview

   1. The initial service term of this Agreement begins on the date the Customer accepts the terms of the Agreement by clicking the “Create my account” button, being the date on which the Customer first orders services from the Supplier (the Effective Date), and continues indefinitely unless terminated in accordance with the terms of this Agreement.
   2. The Supplier agrees to provide the services set out in the order at the fees stated in that order.
   3. The Customer agrees to pay the Supplier the agreed price and to provide the Supplier with the assistance it requires. The Customer represents and warrants to the Supplier that the information it has provided, and will provide, to the Supplier for the purpose of establishing and maintaining the services is accurate. Where the Customer is an individual, the Customer represents and warrants to the Supplier that he or she is at least 18 years of age.
   4. The specification of the services governed by this Agreement is described on the web page describing the particular services purchased by the Customer as it stood on the Effective Date. The Supplier may modify its products and services from time to time. If the description of the services changes after the Effective Date, the Supplier is under no obligation to modify the services to reflect that change.
   5. The Customer acknowledges that all intellectual property rights in the services and in any modifications to them belong, and shall continue to belong, to the Supplier, and that the Customer has no rights in the services other than the right to use them in accordance with the terms of this Agreement.
   6. The Supplier reserves the right to change these terms at any time. To the extent the Supplier is able to do so, it will notify the Customer of such changes in advance. If those changes materially affect the Customer’s ability to use the services, the Customer may terminate this Agreement within 30 days of the change taking effect. Otherwise, the Customer’s continued use of the services constitutes acceptance of the changes.
   7. If there is any conflict or ambiguity between a term contained in the body of this Agreement and any term contained on the Supplier’s website, the term in the body of this Agreement prevails.
   8. Questions about the terms of this Agreement will be answered at the email address [email protected].
   9. The Customer and the Supplier each understand and agree that communication in writing includes, without limitation, email, and that such communication shall be sent by the Customer to [email protected] and by the Supplier to the email address provided by the Customer at registration.
   10. The Customer acknowledges and agrees that, during the term of this Agreement and thereafter, the Supplier may use the Customer’s name and logo in the Supplier’s marketing, publicity, promotional activities and materials without further consent or approval from the Customer. The parties understand and agree, however, that nothing in this Agreement obliges the Supplier to make actual use of the Customer’s name, statements or testimonials in its marketing. The Customer may withdraw this right at any time during the term of the Agreement by notifying the Supplier of that decision in writing.
   11. If any addendum to this Agreement, or any additional appendix or service agreement entered into between the Supplier and the Customer, contains terms that conflict with these Terms and Conditions, the terms of that addendum, appendix or service agreement prevail.

2. Payment

   1. The Supplier may provide the services to each Customer free of charge as a promotional trial for up to 14 days (the Trial Period). The Supplier may change the terms of the Trial Period at its sole discretion and without prior notice, including but not limited to its duration.
   2. The Supplier may require payment before the services commence.
   3. The Customer is solely responsible for the accuracy and completeness of all data (for example changes of billing or postal address, or credit card expiry) and for notifying the Supplier of changes to those details in good time. The Supplier is not liable for any misunderstanding arising from the Customer’s failure to notify such changes.
   4. The Supplier may increase its service fees. The Supplier must notify the Customer of such an increase through the Supplier’s website, www.rockcloud.net. The Customer is entitled to terminate this Agreement within thirty (30) days of the increase. If the Customer does not give written notice of non-renewal, the Customer is deemed to have accepted the new fees. The foregoing does not apply to customers with individually negotiated pricing; fee increases for such customers are governed by a separate contractual addendum.
   5. The Customer is not entitled to withhold any payment to the Supplier on account of service or availability issues.
   6. The Customer acknowledges that the amount of the service fees has been calculated on the basis that the Customer agrees to pay for the entire initial service term or renewal term, as applicable.
   7. Unless expressly stated otherwise, or otherwise required by applicable law, all fees are non-refundable.
   8. If the Customer believes a fee has been calculated incorrectly, the Customer is entitled to raise a claim in respect of the services.
   9. Funds deposited into a prepaid pay-as-you-go customer account remain valid for 365 days from the date of deposit. Unused account balances are forfeited on expiry. If funds are added to the Customer’s account before the current balance expires, the existing balance is carried over to the new expiry date. The Supplier reserves the right to cancel a customer account 14 days after expiry.
   10. All funds deposited for monthly plans, and any unused traffic pool, are non-refundable and non-transferable to subsequent billing periods, and are likewise non-refundable upon termination of this Agreement.
   11. All monthly plan fees are payable in advance and must be paid in full before the respective service month begins. Charges are applied automatically on the last day of the month preceding the service month. Automatic renewal may be disabled by the Customer at any time.
   12. The Customer may change their monthly plan and the associated traffic allowance on the basis of the information described on the Supplier’s web pages. The Customer acknowledges that any change must be declared no later than the 24th day of the month preceding the month in which the change is to take effect. This clause applies to month-to-month plans only. Any change to a long-term (commitment-based) package is subject to a supplementary agreement between the Customer and the Supplier.
   13. All monthly plans are purchased by calendar month. If the Customer requests that the services begin before the first day of the following month, they must pay a pro-rata amount for the remainder of the current month in addition to the following month. Services can only commence once these amounts have been paid in full.
   14. If the Customer exceeds the traffic allowance included in their chosen monthly plan, they must top up their pay-as-you-go credit and maintain a positive balance, as any excess traffic is charged against that credit on a pay-as-you-go basis. Insufficient credit to cover excess traffic charges may result in suspension of the account. Excess traffic charges are governed by the pricing information published on the Supplier’s website, unless otherwise agreed between the Customer and the Supplier.
   15. All invoices are issued automatically by the Supplier within 72 hours of payment and are available in the billing section of the client area.
   16. Where agreed between the Customer and the Supplier, the Supplier may issue a proforma or tax invoice prior to payment. Unless otherwise agreed, such invoices fall due 7 days after issue.
   17. If the Customer fails to pay an amount due by the due date shown on the invoice, the Customer is obliged to pay 0.1% of the outstanding amount for each day of delay. The application of a late payment charge does not affect the Customer’s obligation to pay the amount due in any way.

3. Supplier Warranties and Limitation of Liability

   1. The Supplier warrants that the services will conform in all material respects to the specification. If the Customer notifies the Supplier in writing of any defect or fault in the services as a result of which they fail to conform in all material respects to the specification, and that defect or fault has not been caused by the Customer or by any person acting under the Customer’s authority using the services outside the terms of this Agreement, for a purpose or in a context other than that for which they were designed, the Supplier shall, at the Supplier’s option, do one of the following: (a) replace the services; (b) repair the services; or (c) terminate this Agreement immediately by written notice to the Customer and refund any of the Customer’s money paid in respect of the period following termination (less a reasonable amount in respect of the Customer’s use of the services up to termination), provided that the Customer has supplied all information that may be necessary to assist the Supplier in resolving the defect or fault. If, in the Supplier’s opinion, replacement and repair are not financially reasonable, the Supplier shall terminate this Agreement immediately.
   2. The Supplier does not represent or warrant that the services will be error-free or accessible at all times, that their delivery will be uninterrupted or free from delay, or that defects will be corrected. The Customer agrees that the Supplier is not liable for unauthorised access to, or alteration of, the Customer’s data. The Supplier disclaims any and all warranties in respect of services provided by third parties, whether or not those services appear to be provided by the Supplier.
   3. The Customer represents and warrants to the Supplier that it has the experience and knowledge necessary to use the services, and that it will provide the Supplier with everything the Supplier may need in order to deliver the services without additional effort.
   4. The Supplier shall have no liability for any loss or damage suffered by the Customer (or by any person claiming under or through the Customer), whether suffered directly or indirectly, and whether direct or consequential, and whether the same arises in contract, tort (including negligence) or otherwise, which falls within any of the following categories: (a) special damages, even where the Supplier was aware of circumstances in which such special damage could arise; (b) loss of profits; (c) loss of business opportunity; (d) loss of goodwill; (e) loss of data.
   5. The Customer agrees that, in entering into this Agreement, it does not rely on any representation of any kind (whether written or oral) made by any person other than as expressly set out in this Agreement and that (if it did rely on any representation, whether written or oral, not expressly set out in this Agreement) it shall have no remedy in respect of such representation and, in either case, the Supplier shall have no liability otherwise than pursuant to the express terms of this Agreement.
   6. Notwithstanding anything to the contrary elsewhere in the Agreement, the maximum aggregate liability of the Supplier and any of its employees, agents or affiliates under any theory of law (including breach of contract, tort, strict liability and infringement) shall not exceed the amount paid by the Customer for 3 months of services.
   7. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement arising from any cause beyond its control (force majeure), including but not limited to any of the following: acts of God, acts of government, major failure of part of the power grid, major failure of the internet, natural disaster, war, flood, explosion, riot, civil commotion, epidemic, strike or other organised labour action, terrorist activity, or any other event of a scale or type against which precautions are not generally taken in the industry. For the avoidance of doubt, nothing in clause 3.7 relieves the Customer of any payment obligation under this Agreement.
   8. All other conditions, warranties or other terms which might otherwise have effect between the parties, or be implied into or incorporated within this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including but not limited to implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

4. Termination

   1. Either party may terminate this Agreement at any time by written notice to the other if the other: (a) commits a material or persistent breach of any term of this Agreement and that breach is irremediable, or the other party fails to remedy it within 30 days of receiving written notice requiring it to do so; or (b) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
   2. Notwithstanding clause 4.1, the Supplier may terminate this Agreement at any time and for any reason by giving written notice to the Customer.
   3. The Customer agrees that the Supplier may suspend the provision of services to the Customer without notice and without liability if: (a) the Supplier has reason to believe that the services are being used in breach of this Agreement; (b) the Supplier has reason to believe that suspension of the services is necessary to protect its network or its other customers; (c) it is required to do so by a law enforcement or regulatory authority; or (d) the Customer fails to pay fees when due. The Customer shall pay the Supplier’s reasonable restoration charges if the services are restored following a suspension under this clause.
   4. On termination: (a) all rights granted to the Customer under this Agreement shall cease; (b) the Customer shall cease all activities authorised by this Agreement; and (c) the Customer shall immediately pay the Supplier any sums due to the Supplier under this Agreement.

5. Data Protection

   1. The Customer acknowledges that the Supplier processes the personal data of users of the services, as defined in the relevant data protection law including the GDPR, for the purpose of complying with its obligations under this Agreement.
   2. The Customer may conclude a data processing agreement governing the entrusted processing of personal data, and warrants that it has obtained the consent of its users to the disclosure of their personal data and the connection data supplied to the Supplier for the purpose of using the services, and that those users consent to their personal data being transferred to territories outside the European Economic Area.
   3. The Supplier shall take all steps reasonably necessary to ensure that personal data is treated securely.
   4. The Customer agrees that the Supplier may, without notice to the Customer, report to the appropriate authorities any conduct by the Customer or by any of the Customer’s customers or end users that the Supplier believes to be in breach of applicable law, and may provide any information it holds about the Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory authority, or in response to a formal request in civil proceedings that on its face meets the requirements for such a request.
   5. The Supplier shall not disclose any data to third parties, but may process such data for internal statistics, commercial sales and promotion.
   6. Each party shall, during the term of this Agreement and thereafter, keep confidential, and shall not use for its own purposes (other than in accordance with clause 5.5) or disclose to any third party without the other party’s prior written consent, any information of a confidential nature (including but not limited to trade secrets and information of commercial value) that it may obtain from the other party and that relates to the other party, unless that information is public knowledge or already known to the party at the time of disclosure, or subsequently becomes public knowledge otherwise than by breach of this Agreement, or subsequently comes lawfully into the possession of that party from a third party. This clause shall remain in full force and effect for 1 year after termination of this Agreement for any reason.

6. Indemnity

   1. The Customer agrees to indemnify, hold harmless and defend the Supplier against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys’ fees) threatened, asserted or filed against any indemnified party by a third party arising out of or in connection with the Customer’s breach of any term or condition of this Agreement, the Customer’s use of the services, the Customer’s violation of any of the Supplier’s policies, and/or any act or omission of the Customer. In such circumstances the Supplier shall provide the Customer with written notice of the claim, suit or action. The Customer shall cooperate fully in the defence of any claim as reasonably requested. The Supplier reserves the right to assume, at its own expense, the exclusive defence and control of any matter for which the Customer is required to indemnify it.

7. Compliance

   1. The Customer shall not use the services in any manner or for any purpose that violates, or would have the effect of violating, any applicable law, rule or regulation, or any right of any third party, including but not limited to any law or right relating to copyright, patent, trade mark, trade secret, music, images or other proprietary or property rights, false advertising, unfair competition, defamation, invasion of privacy or rights of publicity.

8. Waiver

   1. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict that party’s rights, and no waiver of any such right or of any breach of any contractual term shall be deemed to be a waiver of any other right or of any later breach.

9. Severability

   1. If any term of this Agreement becomes or is declared illegal or otherwise unenforceable, that term shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph applies and, as a result, the value of this Agreement is materially impaired for either party as determined by that party in its sole discretion, the affected party may terminate this Agreement by written notice to the other party.

10. No Agency

    1. This Agreement does not create any agency, partnership, joint venture or franchise relationship. Neither party has the authority to, and shall not, assume or create any obligation of any nature on behalf of the other party or bind the other party in any respect.

11. Third-Party Rights

    1. No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement.

12. Notices

    1. Any notice required to be given under this Agreement shall be in writing and shall be sent to the other party by first-class post or by email.

13. Entire Agreement

    1. This Agreement and the website www.rockcloud.net, insofar as it describes the specification, contain the entire agreement between the parties in relation to the subject matter of this Agreement and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

14. Governing Law and Jurisdiction

    1. This Agreement, its subject matter and its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Singapore, and the parties submit to the non-exclusive jurisdiction of the courts of Singapore.