- USER SUBSCRIPTIONS
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- Subject to the Customer purchasing the User Subscriptions in accordance with clause 2.1 and
clause 6.1, the restrictions set out in this clause 1 and the other terms and conditions of
this agreement, GTHS hereby grants to the Customer a non-exclusive, non-transferable right,
without the right to grant sublicences, to permit the Authorised Users to use the Services
during the Subscription Term solely for the Customer's internal business operations.
- The Customer shall not:
- attempt to copy, modify, duplicate, create derivative works from,
frame, mirror, republish, download, display, transmit, or distribute all or any
portion of the Software in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse
engineer or otherwise reduce to human-perceivable form all or any part of the
Software; or
- access all or any part of the Services in order to build a product
or service which competes with the Services; or
- use the Services to provide services to third parties; or
- subject to clause 11, license, sell, rent, lease, transfer, assign,
distribute, display, disclose, or otherwise commercially exploit, or otherwise make
the Services available to any third party except the Authorised Users, or
- introduce or permit the introduction of, any Virus into GTHS's
network and information systems.
- The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or
use of, the Services and, in the event of any such unauthorised access or use, promptly
notify GTHS.
- The rights provided under this clause 1 are granted to the Customer only, and shall not be
considered granted to any subsidiary or holding company of the Customer.
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- ADDITIONAL USER SUBSCRIPTIONS
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- The Customer may, from time to time during any Subscription Term, purchase
additional User Subscriptions in excess of the number set out in in Purchase Agreement and
GTHS shall grant access to the Services to such additional Authorised Users in accordance
with the provisions of this agreement.
- If the Customer wishes to purchase additional User Subscriptions, the
Customer shall notify GTHS in writing. GTHS shall evaluate such request for additional User
Subscriptions and respond to the Customer with approval or rejection of the request. Where
GTHS approves the request, GTHS shall activate the additional User Subscriptions within 5
business days of its approval of the Customer's request.
- If GTHS approves the Customer's request to purchase additional User
Subscriptions, the Customer shall, within 15 business days of the date of the GTHS's
invoice, pay to GTHS the relevant fees for such additional User Subscriptions as set out in
the Purchase Agreement and, if such additional User Subscriptions are purchased by the
Customer part way through the Initial Subscription Term or any Renewal Period (as
applicable), such fees shall be pro-rated from the date of activation by GTHS for the
remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
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- SERVICES
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- GTHS shall, during the Subscription Term, provide the Services to the
Customer on and subject to the terms of this agreement.
- GTHS shall use commercially reasonable endeavours to make the Services
available 24 hours a day, seven days a week, except for any maintenance.
- GTHS will, as part of the Services provide support as set out in the
Purchase Agreement. GTHS may provide additional support services, subject to additional
fees.
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- SUPPLIERS OBLIGATIONS
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- GTHS undertakes that the Services will be performed with reasonable skill
and care.
- The undertaking at clause 4.1 shall not apply to the extent of any
non-conformance which is caused by use of the Services contrary to GTHS's instructions, or
modification or alteration of the Services by any party other than GTHS or GTHS's duly
authorised contractors or agents. If the Services do not conform with the foregoing
undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to
correct any such non-conformance promptly, or provide the Customer with an alternative means
of accomplishing the desired performance. Such correction or substitution constitutes the
Customer's sole and exclusive remedy for any breach of the undertaking set out in clause
4.1.
- GTHS is not responsible for any delays, delivery failures, or any other loss
or damage resulting from the transfer of data over communications networks and facilities,
including the internet, and the Customer acknowledges that the Services may be subject to
limitations, delays and other problems inherent in the use of such communications facilities
- GTHS shall follow its archiving procedures for Customer Data as set out in
the Purchase Agreement. In the event of any loss or damage to Customer Data, the Customer's
sole and exclusive remedy against GTHS shall be for GTHS to use reasonable commercial
endeavours to restore the lost or damaged Customer Data from the last back-up within 3 Years
of such Customer Data maintained by GTHS in accordance with its archiving procedure. GTHS
shall not be responsible for any loss, destruction, alteration or disclosure of Customer
Data caused by any third party (except those third parties sub-contracted by GTHS to perform
services related to Customer Data maintenance and back-up for which it shall remain fully
liable.)
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- CUSTOMER OBLIGATIONS
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- The Customer shall:
- provide GTHS with:
- all necessary co-operation in relation to this agreement;
and
- all necessary access to such information as may be required
by GTHS;
in order to provide the Services, including but not limited to Customer Data,
security access information and configuration services;
- without affecting its other obligations under this agreement, comply
with all applicable laws and regulations with respect to its activities under this
agreement;
- carry out all other Customer responsibilities set out in this
agreement in a timely and efficient manner;
- ensure that the Authorised Users use the Services in accordance with
the terms and conditions of this agreement and shall be responsible for any
Authorised User's breach of this agreement; and
- be, to the extent permitted by law and except as otherwise expressly
provided in this agreement, solely responsible for procuring, maintaining and
securing its network connections and telecommunications links from its systems to
GTHS's data centres, and all problems, conditions, delays, delivery failures and all
other loss or damage arising from or relating to the Customer's network connections
or telecommunications links or caused by the internet.
- The Customer shall own all right, title and interest in and to all of the
Customer Data that is not personal data and shall have sole responsibility for the legality,
reliability, integrity, accuracy and quality of all such Customer Data.
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- CHARGES AND PAYMENTS
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- The Customer shall pay the Subscription Fees to GTHS for the User
Subscriptions in accordance with the Purchase Agreement.
- The Customer shall pay each invoice within 15 business days after the date
of such invoice.
- If GTHS has not received payment within 15 business days after the due date,
and without prejudice to any other rights and remedies of GTHS, GTHS may, without liability
to the Customer, disable the Customer's password, account and access to all or part of the
Services and GTHS shall be under no obligation to provide any or all of the Services while
the invoice(s) concerned remain unpaid
- All amounts and fees stated or referred to in this agreement:
- shall be payable in the invoiced currency;
- are non-cancellable and non-refundable; and
- are exclusive of commercial tax, which shall be added to GTHS's
invoice(s) at the appropriate rate.
- GTHS shall be entitled to increase the Subscription Fees, the fees payable
in respect of the additional User Subscriptions purchased and the support fees at the start
of each Renewal Period upon 15 business days' prior notice to the Customer and the Purchase
Agreement shall be deemed to have been amended accordingly.
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- PROPRIETARY RIGHTS
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- The Customer acknowledges and agrees that GTHS and/or its licensors own all
intellectual property rights in the Services. This agreement does not grant the Customer any
rights to, under or in, any patents, copyright, database right, trade secrets, trade names,
trade marks (whether registered or unregistered), or any other rights or licences in respect
of the Services.
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- INDEMNITY AND LIMITATION OF LIABILITY
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- The Customer shall defend, indemnify and hold harmless GTHS against claims,
actions, proceedings, losses, damages, expenses and costs (including without limitation
court costs and reasonable legal fees) arising out of or in connection with the Customer's
use of the Services.
- Except as expressly and specifically provided in this agreement the Customer
assumes sole responsibility for results obtained from the use of the Services by the
Customer, and for conclusions drawn from such use. GTHS shall have no liability for any
damage caused by errors or omissions in any information provided to GTHS by the Customer in
connection with the Services, or any actions taken by GTHS at the Customer's direction.
- GTHS shall not be liable whether in tort (including for negligence or breach
of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of
profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption
of data or information, or pure economic loss, or for any special, indirect or consequential
loss, costs, damages, charges or expenses however arising under this agreement.
- GTHS's total aggregate liability in contract, tort (including negligence or
breach of statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of this agreement shall be
limited to the total Subscription Fees paid for the User Subscriptions during the 12 months
immediately preceding the date on which the claim arose.
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- TERM AND TERMINATION
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- This agreement shall, unless otherwise terminated as provided in this clause
9, commence on the Effective Date and shall continue for the Initial Subscription Term and
End Date shall be [DD/MM/YYYY], thereafter, this agreement shall be automatically renewed
for successive periods of the Renewal Term months (each a Renewal Period), unless:
- either party notifies the other party of termination, in writing, at
least 15 business days before the end of the Initial Subscription Term or any
Renewal Period, in which case this agreement shall terminate upon the expiry of the
applicable Initial Subscription Term or Renewal Period; or
- otherwise terminated in accordance with the provisions of this
agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall
constitute the Subscription Term.
- Without affecting any other right or remedy available to it, either party
may terminate this agreement with immediate effect by giving written notice to the other
party if:
- the other party commits a material breach of any other term of this
agreement and (if such breach is remediable) fails to remedy that breach within a
period of 15 business days after being notified in writing to do so;
- any proceedings are commenced under the Insolvency Law for the,
winding-up, liquidation or any other similar process; or
- the other party suspends or ceases, or threatens to suspend or
cease, carrying on all or a substantial part of its business.
- Without affecting any other right or remedy available to it, GTHS may
terminate this agreement with immediate effect by giving written notice to the Customer if
the Customer fails to pay any amount due under this agreement on the due date for payment
and remains in default not less than 15 business days after being notified in writing to
make such payment.
- On termination of this agreement for any reason:
- all licences granted under this agreement shall immediately
terminate and the Customer shall immediately cease all use of the Services;
- each party shall return and make no further use of any equipment,
property and other items (and all copies of them) belonging to the other party;
- GTHS may destroy or otherwise dispose of any of the Customer Data in
its possession. GTHS may at its discretion agree to provide the then most recent
back-up of the Customer Data. The Customer shall pay all reasonable expenses
incurred by GTHS in returning or disposing of Customer Data; and
- any rights, remedies, obligations or liabilities of the parties that
have accrued up to the date of termination, including the right to claim damages in
respect of any breach of the agreement which existed at or before the date of
termination shall not be affected or prejudiced.
- When checked by GTHS if customer includes the black list published
by the Union Government and international sanctions, the renewal may be rejected.
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- FORCE MAJEURE
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- Both parties shall have no liability under this agreement if it is prevented from or delayed
in performing its obligations under this agreement, or from carrying on its business, by
acts, events, omissions or accidents beyond its reasonable control, including, without
limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce
of GTHS or any other party), failure of a utility service or transport or telecommunications
network, act of God, war, riot, civil commotion, malicious damage, compliance with any law
or governmental order, rule, regulation or direction, accident, breakdown of plant or
machinery, fire, flood, storm or default of suppliers, sub-contractors or the unavailability
of third party services used by GTHS to provide the Services (including the hosting
platform), provided that the Customer is notified of such an event and its expected
duration.
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- ASSIGNMENT
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- The Customer shall not, without the prior written consent of GTHS, assign, transfer, charge,
sub-contract or deal in any other manner with all or any of its rights or obligations under
this agreement.
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- AUTHORITY TO AMEND
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- GTHS is entitled to amend these Terms and Conditions. Such amendments shall enter into force
on the effective date as notified. If the effective date has not been announced then the
amendments affecting the Customer will enter into force on the date that the Customer is
notified or informed of such amendment.
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- WAIVER
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- The rights of either party under this agreement are without prejudice to all other rights
and remedies available to either party and no failure or delay by either party to exercise
any right under this Agreement will operate as a waiver of such right under this agreement.
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- DISPUTES AND GOVERNING LAW
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- This agreement shall be governed by and construed according to the laws of the Republic of
the Union of Myanmar. and both parties hereby submit to the exclusive jurisdiction of the
Myanmar Courts.
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- GENERAL
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- GTHS may make any alterations to the form of application usage, Interface, function, and
price of the application by at any time without the consent of the customer and prior
written notice will be given to the customer.
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- NOTICES
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All notices under this Agreement shall be in writing. A notice shall be sent by facsimile or
first-class registered or recorded delivery post to the Party being served at its registered
office or email. A notice is valid only if it is sent to the correct person and address,
facsimile or e-mail and –
- If sent by fax, when received in legible form;
- If sent by letter, when it has been left at the relevant address ; or
- If sent by email, when actually received in readable form.
The detail of each person is:
Global TA&HR Solutions Company Limited
[Address] : Room(303-B), 3rd Floor, AKK Shopping Mall,Thingangyun Market, Laydaukkan Road,
Thingangyun Township.
[Email] :
Purchaser
[Address] :
[Email] :
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- DEFINITIONS
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For the purposes of these General Terms and Conditions, the following words shall have the
meanings assigned to them below or as otherwise defined in the Purchase Agreement:
- Authorised Users:those employees, agents and independent contractors
of the Customer who are authorised by the Customer to use the Services, as further described
in the Purchase Agreement.
- Business Day: a day other than a Saturday, Sunday or public holiday
in Myanmar when banks in Yangon are open for business.
- Customer Data: the data inputted by the Customer, Authorised Users,
or GTHS on the Customer's behalf for the purpose of using the Services or facilitating the
Customer's use of the Services.
- Effective Date: the date the Purchase Agreement is signed.
- Initial Subscription Term: the initial term of this agreement as set
out in Purchase Agreement.
- Renewal Period: the period described in clause 9.1.
- Services: the subscription services provided by GTHS to the Customer
under this agreement via, as more particularly described in the Purchase Agreement.
- Software: the online software applications provided by GTHS as part
of the Services.
- Subscription Fees: the subscription fees payable by the Customer to
GTHS for the User Subscriptions, as set out in the Purchase Agreement.
- Subscription Term: has the meaning given in clause 9.1 (being the
Initial Subscription Term together with any subsequent Renewal Periods).
- User Subscriptions: the user subscriptions purchased by the Customer
pursuant to clause 6.1 which entitle Authorised Users to access and use the Services in
accordance with this agreement.
- Virus: any thing or device (including any software, code, file or
programme) which may: prevent, impair or otherwise adversely affect the operation of any
computer software, hardware or network, any telecommunications service, equipment or network
or any other service or device; prevent, impair or otherwise adversely affect access to or
the operation of any programme or data, including the reliability of any programme or data
(whether by re-arranging, altering or erasing the programme or data in whole or part or
otherwise); or adversely affect the user experience, including worms, trojan horses, viruses
and other similar things or devices.
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