Terms And Conditions

My Country Mobile PTE LTD Subscription Services Agreement

This Subscription Services Agreement (“Agreement”) governs the Customer’s use of the Service (as defined below). This Agreement is between the entity entering into this Agreement (“Customer”) and My Country Mobile PTE LTD, a company incorporated in Singapore with its registered office at 8 Temasek Boulevard #32-01, Suntec Tower Three, Singapore 038988 (“MCM”). MCM and Customer may be referred to herein individually as a “Party” or jointly as the “Parties.”

BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING ACCEPTANCE, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. THE CUSTOMER REPRESENTATIVE ENTERING INTO THIS AGREEMENT REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT AND ITS TERMS. IF THE CUSTOMER REPRESENTATIVE DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE TO THESE TERMS, THE CUSTOMER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

MCM and/or its affiliates and licensors own all versions of the MCM Subscription Services, related documentation, software, and any pre-generally available updates, new versions, and upgrades, if any (collectively, the “Service” or the “Services”), or has the right to license the use of the Service, and is willing to grant to Customer a limited license to access and use such Service, on the following terms. “Subscription Services” means the hosted service which packages web-based access and the right-to-use of the supported applications and associated reference, user, and technical guides. Customers may not access the Service if they are MCM’s direct competitor, except with MCM’s prior written consent.

The Agreement is effective between Customer and MCM as of Customer’s acceptance or when the Customer begins using the Service, whichever comes first. MCM may change the terms of the Agreement from time to time with reasonable notice to the Customer.

The terms of this Agreement supersede any and all terms associated with any Customer purchase order issued for the Service(s) provision.

1. LICENSE

Subject to the terms of this Agreement and the Restrictions on Use set forth below, MCM grants to Customer a worldwide, non-exclusive, non-sublicensable, and non-transferable limited license for End Users to access and use the Service in accordance with the terms of this Agreement. “End Users” means individuals (i) who are authorized by Customer to use and access the Service, and (ii) who have been assigned unique user identifications and passwords by Customer. The Customer is responsible for End Users’ compliance with this Agreement.

2. TERM

The license granted hereunder shall commence on the purchase date of the Service by the Customer and shall expire at the end of the period for which the Service is purchased. The Service may be canceled at any time. The term is month-to-month unless otherwise agreed upon. The terms of this Agreement will automatically renew on a monthly calendar basis. If Customer elects to cancel Service at any time prior to the end of a given term, Customer is responsible for any unbilled charges and/or fees to the end of such month, all of which become immediately due and payable.

3. SERVICES

MCM provides the Services intended solely for business use, pursuant to the terms and conditions set forth in this Agreement. MCM may modify the Services upon thirty (30) days’ prior written notice or earlier if required by any regulatory authority in Singapore or other applicable jurisdictions.

4. RESTRICTIONS ON USE

Customer shall not, and shall not permit any End User or third party to:

• Modify, copy, or create derivative works based on the Service;
• Create Internet “links” to or reproduce any content forming part of the Service;
• Decompile, disassemble, reverse engineer the Service or part thereof, or access it to copy any ideas, features, content, functions, or graphics of the Service;
• Interfere with or disrupt the integrity or performance of the Service;
• Send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material via the Service;
• Send or store viruses or malicious code via the Service;
• Attempt to gain unauthorized access to the Service or its related software, systems, platforms, or networks;
• Use any components provided with the Service, if applicable, separately from the Service;
• Access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
• Modify, delete, or remove any ownership, title, trademark, patent, or copyright notices (“Identification”) from any Service;
• Introduce malicious or foreign software into the source code of the MCM Service;
• Release any feedback related to the Service to any third party without MCM’s prior written consent;
• Perform any vulnerability scanning or penetration testing;
• Use the Service for any purpose other than as specifically provided in this Agreement;
• Attempt to contact emergency services (see Section 9, Emergency Services, below).

Customer will be responsible for maintaining the confidentiality of the passwords assigned to Customer. Customer will immediately notify MCM if it becomes aware that a password is lost, stolen, disclosed to an unauthorized third party, or otherwise compromised. Customer will be responsible for any and all activities under Customer’s account and/or using Customer passwords. Customer will (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify MCM promptly of such unauthorized access or use, and (ii) comply with all applicable laws in using the Service, including Singapore’s Personal Data Protection Act 2012 (PDPA).

Customer is responsible for complying with all legal requirements, including applicable privacy laws and regulations, relating to the collection, use, processing, and transfer of Customer Data. “Customer Data” means all electronic data or information submitted by the Customer to the Service. Customer acknowledges and consents that the Service provided may require Customer Data to be transferred to a country outside of the Customer’s country or the country where the Customer Data originated, in compliance with applicable data protection laws.

MCM will create individual user accounts for its employees and contractors, if applicable, that have a legitimate business need to access Customer account(s) and/or Customer Data.

5. CHARGES AND PAYMENT TERMS

5.1 Charges and Fees

During the term of this Agreement, for each month of Service, the Customer agrees to pay MCM the charges and fees according to the pricing as laid out at the time of purchase on the MCM website, the MCM online purchase portal, or as agreed to in a quote executed by both parties at the time of purchase. If the Customer purchases an annual plan, the Customer may be eligible for a discount. All annual plans mandate payment in advance for the full term.

All outbound calling rates will be applied based on the rate in effect at the time of use. Outbound calls via SIP Trunks will be billed as per the pricing schedule outlined under the “Outbound Rates” tab within the MCM online portal. The forwarding leg of virtual numbers will be billed based on the country of forwarding and applicable rate schedule(s), which can be confirmed with your sales representative at the time of purchase.

5.2 Payment Terms

MCM shall invoice Customer for services on a prepayment basis commencing at the start of Service (unless Customer subscribes to an annual plan). Customer agrees to pay each invoice in full without deduction or offset of any kind within 7 business days of the invoice date. All payments shall be made in Singapore dollars (SGD) unless otherwise specified on the invoice. All customer orders require prepayment. All online purchases require payment by credit card. Invoices are delivered to Customers by email only and are also available through the MCM online portal. For accounts set up with automatic credit card payments, the credit card will be charged for the amount of the invoice issued immediately when it is issued.

5.3 Billing Increments

Each call processed through the Service shall be billed in 60-second initial and 60-second successive increments unless noted differently on the applicable MCM rate schedule(s), as amended by MCM from time to time.

5.4 Cancellation Policy

If the Customer cancels service prior to the expiration of the contract term, the Customer will be responsible for payment of the remaining monthly service fees for that month. Termination of the Agreement does not relieve the Customer of its obligation to pay unpaid or accrued charges due. The Customer is not eligible for a refund of any portion of unused Service fees due to early cancellation of Services.

5.5 Final Charges

The Customer is responsible for and agrees to pay the full amount of the final month’s monthly recurring charges. Upon termination of Service, the Customer will be issued a prorated credit equal to the remaining amount of the current month’s recurring charges.

5.6 Credit Limit

Wholesale Customers’ credit limits are set for each Customer account. Wholesale Customers will receive multiple notifications if their account balance approaches their credit limit, starting when their balance reaches eighty percent (80%) of their credit limit. Service will be suspended if the account balance reaches the credit limit. The Customer acknowledges and agrees that they may have to make interim payments to avoid suspension of service if the balance nears the credit limit prior to the monthly invoice being released.

5.7 Fees

a. Late Fees

MCM reserves the right to charge late payment fees, which shall accrue interest at the rate of 1.5% of the unpaid balance of the service charges per month, or the maximum lawful rate under Singapore law, whichever is less. Additionally, MCM will charge an administrative processing fee for late payments based on the amount of the invoice that is delinquent.

b. Credit Card Charge-Back & Returned Payment Fees

MCM will charge Customer a SGD 50.00 fee for all credit card charge-backs as well as for returned checks or any other bank-returned payment.

c. Administrative Services Fee

An Administrative Services Fee may be assessed on every MCM customer to cover costs for invoice preparation, account management services, and general payment processing expenses.

5.8 Rate Adjustment Schedule

MCM reserves the right to adjust charges for and/or delete Service offerings to specific locations with 5 days’ prior written notice to the Customer. MCM may change or delete Service offerings to and in Singapore with 24 hours’ written notice.

5.9 Taxes

In addition to all fees and charges due hereunder, the Customer agrees to pay all applicable taxes, including Goods and Services Tax (GST), arising out of or related to the provision of the Services hereunder, whether the responsibility of or charged to MCM or to Customer (“Taxes”). MCM will invoice the Customer for any Taxes which MCM is required to pay under Singapore law. The Customer may provide MCM with a valid tax exemption certificate that exempts the Customer, under applicable law, from taxes that would otherwise be due.

5.10 Compliance Fee

Included in the pricing structure is an administrative cost recovery fee for worldwide tax and regulatory compliance, referred to as the INTFEE. The INTFEE charge of 21.1% applies to monthly subscriptions and to call traffic.

5.11 Billing Disputes

The Customer shall notify MCM of any billing discrepancies in writing and in reasonable detail within 30 days of the date of the invoice in question. Customers will be deemed to have waived billing disputes for which notice is received by MCM after such time. MCM shall respond to any notice of billing discrepancy within 30 days of receipt.

6. GOVERNING LAW AND DISPUTE RESOLUTION

A Party will provide written notice to the other Party of any controversy, dispute, or claim arising out of or relating to this Agreement, or to the formation, interpretation, breach, termination, or validity thereof (the “Controversy”). The Parties shall engage in good faith negotiations to resolve the Controversy. If the Controversy is not resolved within 30 days of the sending of the written notice, it may be submitted to litigation or binding arbitration in Singapore. This Agreement shall be governed by the laws of Singapore, and the courts of Singapore shall have exclusive jurisdiction over any disputes arising hereunder. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

7. SUSPENSION OF SERVICE

MCM reserves the right to suspend all or a portion of Service: (i) immediately, if Customer, in breach of this Agreement, engages in activities that, in MCM’s sole discretion (acting reasonably), may disrupt or damage MCM’s network or facilities or Services; (ii) immediately, if MCM detects any fraudulent use of the Services and/or robo-dialer or calling card traffic is detected; (iii) upon 24 hours’ notice to Customer, if Customer’s account is inactive (passes no billable calls for sixty (60) consecutive days); (iv) upon 24 hours’ notice to Customer, if MCM requests identifying or other documentation for legal or regulatory purposes and Customer fails to provide appropriate documentation; or (v) upon 24 hours’ notice to Customer, in the event of late payment by Customer. MCM will not be required to resume service until the Customer is current in all payments, including late fees and penalties.

8. 30-DAY SERVICE GUARANTEE

All Services include a 30-Day Service Guarantee. Customers may cancel Services at any time in the first 30 days for any reason if they are not satisfied with their solution. MCM will refund the invoiced monthly recurring charge (“MRC”) per number or per seat to the Customer if the Customer cancels within the first 30 days citing the 30-Day Service Guarantee. If Customer cancels during the first 30 days, Customer will be responsible for paying for any MCM-owned licenses, equipment, numbers, or minutes used.

9. EMERGENCY SERVICES

The Customer understands and agrees that the Services include an ‘over-the-top’ call-routing software solution that is integrated with and dependent upon the Customer’s underlying telephony system. AS SUCH, CALLS TO EMERGENCY SERVICES CANNOT BE MADE WITHIN THE SERVICES; THE SERVICES DO NOT SUPPORT EMERGENCY SERVICES, E999, OR 995 IN SINGAPORE. The Customer is solely responsible for ensuring its End Users or agents, if applicable, are aware that calls will not successfully complete to emergency services through the Service. MCM strongly recommends, and Customers must ensure, that calls to emergency services are secured through alternative means.

10. TERMINATION

10.1 Termination for Default

Either Party may terminate this Agreement upon the other Party’s failure to cure any of the following within thirty (30) days following written notice thereof: (i) a material breach of such Party’s obligations hereunder; (ii) the insolvency, corporate reorganization, arrangement with creditors, receivership, or dissolution of the other Party; (iii) the institution of bankruptcy proceedings by or against the other Party; (iv) a final order by a government entity with appropriate jurisdiction that a Service or the relationship hereunder is contrary to law or regulation.

10.2 Termination for Failure to Pay

MCM may terminate this Agreement if the Customer fails to make any payment when due and fails to cure the default within 10 days after receipt of notice of such default.

10.3 Termination by Order

MCM may terminate Service immediately upon request or order of any court, government, or quasi-governmental agency.

10.4 Survival

No termination by MCM shall relieve Customer of its obligations to pay for any unexpired portion of the then-current term. Upon termination, all rights and licenses granted herein will terminate, and the Customer shall cease accessing or using the Service. Sections 2, 4, 6, 7, 9, 10, 11, 12, and 13 survive the termination of any Service license or this Agreement.

11. PROPRIETARY RIGHTS

MCM and/or its affiliates or licensors retain all rights, title, and interest to the Services and all related intellectual property and proprietary rights. The Services and all third-party software provided with the Service are protected by applicable copyright, trade secret, industrial, and other intellectual property laws. MCM reserves any rights not expressly granted to Customer in this Agreement.

12. CONFIDENTIALITY

12.1 Confidential Information

“Confidential Information” shall mean any data or information in any form that is disclosed to either Party (the “Receiving Party”) by or on behalf of the other Party (the “Disclosing Party”) and that relates to proprietary software, business plans, customer information, or trade secrets, including the terms of this Agreement and Customer Data. Confidential Information shall not include information which is (i) generally known to the public, (ii) independently developed by the Receiving Party, or (iii) obtained from an independent third party.

12.2 Confidentiality Obligations

Each Party agrees to maintain the confidentiality of the other’s Confidential Information and shall not disclose it to any non-employee third party without prior written approval. Either Party may disclose portions of Confidential Information to governmental regulatory authorities if required by applicable laws, provided that the Party notifies the other Party before such disclosure occurs.

13. GENERAL

13.1 Notices

All notices shall be in writing and sent to MCM at 8 Temasek Boulevard #32-01, Suntec Tower Three, Singapore 038988, or emailed to info@mycountrymobile.com. Notices to Customer will be sent to the email address on record.

13.2 Entire Agreement

This Agreement constitutes the entire understanding between Customer and MCM and replaces any prior agreements concerning this subject matter. MCM may update or modify this Agreement with reasonable notice to the Customer.

13.3 Governing Law

This Agreement shall be governed by the laws of Singapore, with exclusive jurisdiction in the courts of Singapore.

13.4 Assignment

This Agreement may not be assigned by Customer without MCM’s express written consent.

13.5 Force Majeure

Neither Party shall be in default for any failure in performance (other than payment obligations) due to causes beyond its reasonable control.

13.6 Severability

If any provision is held invalid, the remainder of this Agreement shall continue in full force and effect.

14. FREE TRIAL TERMS OF SERVICE

14.1 Eligibility

The free trial offer is only applicable to new MCM customers. MCM reserves the right to modify, suspend, or cancel a free trial offer at any time without prior notice.

14.2 Trial Period

Customers may try Free Trial Services for a period of up to seven (7) days from the Effective Start Date.

14.3 Trial Criteria

MCM reserves the right to deny free trial applications for customers that do not meet criteria, including:

• Providing proof of business with an established corporate website and matching business registration.
• Providing a verifiable corporate email address.
• Not having been or currently being an existing MCM customer.

14.4 Trial Usage

Customers are allowed to purchase local or toll-free phone numbers (subject to approval) to test the Service for up to 7 days using a complimentary SGD 10 credit. Customers are not eligible for a monetary refund of the complimentary credit.

14.5 Account Termination

MCM reserves the right to terminate a Free Trial account that is not used within the first 5 days.

14.6 Post-Trial Charges

Customer understands that upgrading their service plan within the online portal transforms the service into an active account at the end of the free trial period (day 8). They will then be liable for applicable monthly fees and usage charges, which are non-refundable.