these terms and conditions and the Application.
the application submitted by you to NF.
“Associated Account Holder”
such other persons as specified by you on your
Application issued with independent login IDs and passwords to access Netfront Services.
the charges for Netfront
Services published in NF’s periodically updated list of charges
including but not limited to any charges referenced to as connected time charges,
subscriptions or monthly charges, or usage charges, or PNETS charges or
license fees payable to the government, or administration fees.
includes any content, Software, data, information,
diagram, symbol or other material in whatever languages that can be accessed
by or through using Netfront Services including but
not limited to all textual, audio, video, still and moving images, graphical,
musical, or other content, or information, or goods or services (and includes
the Subscriber’s Content).
any equipment including hardware or software NF may
use to provide the Services including any equipment provided by NF installed
or placed at your premises (excluding any equipment owned by you).
means 2012 Limited or companies offering services under the netfront.net, hosting.netfront.net domain names.
“Netfront Internet Services”, “Netfront Services” and “Services”
means NF’s services, including but not limited
to, access to the Internet, provision of Software, consultation services, and
other Internet, Inter-network or network related technological services
offered by NF to you under the name “Netfront”
from time to time.
means each Internet email address allocated to you
by NF from time to time
NF’s license to provide the Services.
means any software supplied by NF in object code
form to you from time to time under the terms of this Agreement.
“Subscriber”, “you” and “your”
the Subscriber specified in the Application who has
requested the Services.
any Content hosted by NF for and on behalf of you or
any Associated Account Holder (or uploaded by you or any Associated Account
Holder to the Netfront Services server) and which
may be accessible by third parties via Netfront
This Agreement between NF and you is effective upon
the acceptance by NF of your Application (either by the commencement of
provision of Netfront Services to the Subscriber or
by other means as determined by NF and notified to you from time to time). This
Agreement shall continue in force until terminated in accordance with the terms
and conditions of the Agreement.
2.2 This Agreement continues to be valid if it is transferred by 2012 Limited to, including but not limited to, its siblings, partners, parent companies and affiliate companies, in which case the company to which this agreement is transferred automatically replaces 2012 Limited as the contracting entity for this agreement.
Provision of Netfront
Services & NF’s Responsibilities
NF shall use reasonable efforts to make Netfront Services available to you during the term of this
Agreement. NF may suspend Netfront Services in whole
or in part or limit your access to Netfront Services
at any time without notice but NF shall use reasonable efforts to keep such
suspension or limitation to a minimum. You shall remain liable for all Charges
during the period of suspension or limitation unless NF decides otherwise.
NF grants you a non-transferable license to use the
Software solely to access Netfront Services on your
computer in strict accordance with the terms and conditions of this Agreement
and any software license that accompanies the Software.
NF may discontinue Netfront
Services in whole or in part, at any time without notice if you do not comply
with any of the terms of this Agreement, including but not limited to the
non-payment of any sums due by you to NF or breach by you of any license to use
the Software. You shall remain liable for all Charges during the period of such
disconnection. NF reserves the right to charge for reconnection and require
revised terms and conditions including terms of payment. Should Netfront Services be disconnected or this Agreement be
terminated, you have no right to (and shall not) access the Content and NF
shall be under no obligation to restore or make any Content or any copies of it
available to you in any form whatsoever.
NF reserves the right, for technical or operational
reasons or in its reasonable discretion, to: (a) prevent you from accessing any
Content; and (b) withdraw, expand, reduce, and/or modify at any time any or all
Netfront Services offered to you from time to time.
Subject to the terms and conditions of this Agreement,
NF shall allow you and any Associated Account Holder access to Netfront Services by way of at least one of the following
methods: caller line identification (“CLI”), login ID and/or
password or any other access method Authorized by NF in writing from time to
time (“Authorized Access Method”).
You agree that you shall:
Be responsible for any use of Netfront
Services by you, any Associated Account Holder, and any person accessing Netfront Services by way of any Authorized Access Method
(including but not limited to via your account’s CLI, or any login ID or
password given to you or any Associated Account Holder).
Ensure that each Associated Account Holder complies
with these terms and conditions.
Not use, or allow others to use, Netfront
Services for any purpose NF considers improper, immoral, defamatory, or
otherwise unlawful or for any unsolicited advertising or promotion.
Comply with Hong Kong law or other applicable law
relating to Netfront Services.
Not, nor allow others to, act in such a way that may
jeopardize or impair the provision of Netfront
Services by NF in Hong Kong or any other parts of the world.
Not disclose to any unauthorized person any Authorized
Access Method (including but not limited to any login ID or password issued by
NF to you for use in conjunction with Netfront
Services). If you become aware of any unauthorized access to Netfront Services by any person who has used any Authorized
Access Method (including but not limited to your account’s CLI or any
login ID or password given to you or any Associated Account Holder) without
your permission, or if you believe that your password (or any Associated
Account Holder’s password) has been lost or stolen (or otherwise obtained
by a third party without your permission), you shall immediately notify NF. NF
shall not be liable for any loss or damage you sustain by reason of any such
access to Netfront Services or any such use of your
any Associated Account Holder’s login ID or password.
You shall be responsible for all Charges incurred by
your account (or any Associated Account Holder’s account) including but
not limited to any Netfront Services accessed through
any Authorized Access Method (including but not limited to your account’s
CLI or your or any Associated Account Holder’s login ID or password). Any
act or omission of any person accessing Netfront
Services using any Authorized Access Method (including but not limited to your
account’s CLI or your or any Associated Account Holder’s login ID
or password) which would constitute a breach of this Agreement if done or
omitted to be done by you, shall be deemed to be a breach of this Agreement by
you for all purposes under this Agreement.
Not use, nor allow others to use, Netfront
Services in any way which may breach any confidence, copyright or other
intellectual property or similar rights of NF or any third party, nor
re-distribute or disseminate any Content (the Subscriber’s Content
excepted) or use any Content (the Subscriber’s Content excepted) other
than for personal use, except to the extent otherwise expressly Authorized.
Abide by any rules issued by NF from time to time
relating to the use of Netfront Services and shall
also abide by generally accepted rules of conduct relating to the proper use of
the Internet. If, in NF’s sole discretion, you have violated any of these
rules, NF may suspend or limit your access to all or part of Netfront Services without prior notice and/ or terminate
this Agreement immediately.
4.1.10 Indemnify and keep NF indemnified against any action, liability, cost,
claim, loss, damage, proceeding, expense (including but not limited to legal
costs on solicitor and own client basis) suffered or incurred by NF arising
from or which is directly or indirectly related to:
184.108.40.206 you, any Associated Account
Holder’s, or any other person’s use of Netfront
Services where any Authorized Access Method (including but not limited to your
account’s CLI or your or any Associated Account Holder’s login ID or
password) has been used (whether or not you or any Associated Account Holder as
the case may be has Authorized such use), including but not limited to claims
arising from or for any act alleged to be illegal, defamation, intellectual
property right infringement, damage to computer database, loss of data,
distribution of obscene or offensive material; or
220.127.116.11 any breach or non-observance of
any provision contained in this Agreement by you, any Associated Account Holder
or any other person.
4.1.11 Not, nor allow others to, copy, sub-license, distribute, sell, transfer,
exploit, alter, adjust, de-compile, disassemble, modify, tamper with, misuse,
reverse engineer or repair the Software and/or NF’s facilities,
programming or otherwise, or attempt to do such thing.
4.1.12 Not hack into, use or access (or attempt to hack into, use or access)
any part of Netfront Services, any Content, or any
area on the Netfront Services server for which NF has
not authorized access to you.
You acknowledge and agree that:
To the extent permitted by law, you shall not take any
step, action or proceedings whether legal or otherwise and shall not make or
threaten to make any claim or demand against NF or its agents, contractors or
affiliated companies in relation to any Content accessed by or through using Netfront Services (including but not limited to claims for
defamation and intellectual property right infringement).
You have supplied your correct and complete
information (including but not limited to name, address, telephone number,
identify card number and/or business registration certificate) to NF and shall
notify of any change or alteration to that information in writing as soon as
The Email addresses provided by NF to you or any
Associated Account Holder are solely for NF’s use in providing the
Services. You acknowledge that neither you nor any Associated Account Holder
shall acquire any right whatsoever in Email addresses.
You agree to grant to NF (at no charge to NF) an
irrevocable license in perpetuity in respect to any Subscriber’s Content
to copy, distribute, publish, and transmit such Content as may be required for
the operation of Netfront Services.
You shall be responsible for obtaining, providing and
paying for all suitable telecommunications equipment, telephone access lines,
computer equipment (including but not limited to any modem) and software
(excluding the Software) or other access devices, necessary to connect to Netfront Services (except where NF has agreed to provision
such equipment, lines, software or access devices itself or through a third
party which are not owned or to be owned by you).
Fees and charges.
5.1 NF shall invoice you by e-mail or by post (as
determined by NF) with all Charges incurred by you, any Associated Account
Holder or other person accessing the Services via any Authorized Access Method
(including but not limited to your account’s CLI or your or any
Associated Account Holder’s login ID or password) during the period
specified in the invoice. If you request NF to send you a hard copy of the
invoice or an itemized invoice (whether by post or by e-mail), NF may charge
you for any such invoice as determined by NF from time to time.
5.2 You shall pay the full amount of such invoice (including but not limited
to all applicable taxes, tariffs, duties or impositions of a similar nature
imposed by any government or other authority) such payment to be made by the
due date for payment as specified in the invoice, without set off or deduction.
5.3 Payment is due on the date you received NF’S invoice unless otherwise specified on the invoice. If payment is not made by the due date, NF may immediately charge additional 5% of the total invoice amount on a one-off basis to compensate for credit risk exposure, plus 1% of the total outstanding amount as interest on a monthly and ongoing basis until full payment is received by NT. You will also be liable for any other additional costs, which is normally larger than 30% of the total outstanding amount, incurred in the event that NF needs to recruit external credit management agencies or to commence legal procedures for collection of any outstanding amount due to NF by you.
5.4 Ordinarily NF will invoice you: (a) monthly in advance for subscription to (and/or monthly charges for) Netfront Services; and (b) monthly in arrears for usage charges; but NF may amend the invoicing period and submit interim invoices to you. You shall be liable for such subscription or monthly charges for Netfront Services whether used by you or not. Pre-paid Charges are non-refundable unless NF decides otherwise or unless fraud were determined and detected by bank or relevant law enforcement authorities.
5.5 If any Charges stated
in any invoice are not queried within 15 days of the date of the invoice then
such Charges shall be deemed accepted by you.
5.6 NF may vary the Charges and introduce new Charges
from time to time in accordance with its License, and may post such amendments
on the Netfront Services website, such amendments to
take effect immediately upon compliance with such License or at such later date
as specified in any such amendment.
5.7 NF may demand a deposit from you to secure your payment of any sums due
to NF and may at any time vary such deposit’s amount at NF’s
discretion. NF may apply such deposit to reduce or pay any sums due by you to
NF on whatsoever account at any time. No interest shall accrue on any deposit
held by NF. Any deposit remaining following this Agreement’s termination
shall be returned to you after deducting any such sums due to NF when the
balance is claimed by you in writing following termination of this Agreement.
NF may apply a credit limit for Charges incurred by
you and may suspend your access to Netfront Services,
in whole or in part, if such limit is exceeded.
NF may transfer or apply any credit balance in your
favor to settle any amount owed by you to NF or to any company within the Netfront Group of companies (“Netfront
Companies”) whether under this Agreement or any other arrangement between
you and NF or any Netfront Companies. (You hereby
authorize NF to make payment on your behalf out of such credit balance (if any)
to set off any amount owed by you to any such Netfront
Companies from time to time). You agree that any credit or payment information
held by NF and any Netfront Companies about you is
held for the same purpose.
You agree that no unused “free hours” (if
any) as specified in the Application or services plan selected by you (or
otherwise allotted to you) may be carried forward to the following month and
that no credit or refund is available in respect of any time when all or part
of Netfront Services are inoperable, limited,
suspended, or otherwise unavailable to you.
You acknowledge that:
5.11.1 NF’s agents or contractors may provide all or any part of Netfront Services.
5.11.2 NF’s agent (including but not limited to Netfront
Broadband Limited) may invoice you on NF’s behalf and such invoice shall
be valid as if rendered by NF. Such invoice shall not prejudice any rights of
NF to subsequently claim against you.
5.11.3 Should NF invoice you in respect to any Content as agent for a third party Content provider, NF is not the supplier of or
responsible for such Content.
In case of disputes over any usage or other Charges
NF’s decision based on its Netfront Services
usage records and those of any third party who may assist NF to provide the
Services shall be final and binding on you.
Commencement & Termination of Agreement
This Agreement shall commence when NF accepts your
Application and may be terminated by either party on 30 days written notice to
the other, unless a service term has been agreed otherwise.
NF may suspend or terminate this Agreement in whole or
in part immediately (followed thereafter by written notice to you at your last
known address), if in NF’s opinion.
You fail to pay NF any sums due by you to NF by the
You are in breach of any term or condition of this
Agreement and (where the breach is capable of remedy) you fail to remedy the
breach within 7 days of the date of a written notice from NF specifying the
breach and requiring its remedy;
You become insolvent or bankrupt or NF reasonably
believes that you may be unable to pay the Charges or your debts generally;
You breach any of the terms and conditions of any
Software license granted pursuant to this Agreement or which accompanies the
You use Netfront Services
for any illegal or improper purpose or for any unsolicited advertising or
Should this Agreement be terminated for any reason
hereby irrevocably authorize NF to erase any or all of
the Subscriber’s Content without prior notice to you;
shall immediately return the Email addresses to NF,
erase all the Software, and cease to use the Services;
shall allow NF’s employees, agents, contractors
or affiliated companies to enter upon your premises for the purposes of
removing the Equipment, and
shall within seven days of such termination pay NF all
Charges incurred pursuant to this Agreement up to and including the date of
Termination of this Agreement shall not affect any
rights or liabilities of the parties that have arisen prior to the date of
termination (including but not limited to any rights or liabilities which may
arise after the date of termination due to your failure to comply with clause
All indemnities, restrictions and obligations on your
part contained in this Agreement shall survive termination of this Agreement.
Liabilities and Warrantees
NF shall not be liable to you in the event that NF is
unable to perform on obligation or provide Netfront
Services to you because of any factor outside of NF’s control, including
but not limited to acts of God, industrial action, default or failure of a
third party, governmental action, or interruption of Netfront
Netfront Services and the Software are supplied on an “as is” basis
without warranties of any kind. All conditions, warranties and responsibility
in relation to the provision of the Software and Netfront
Services (including but not limited to title, fitness for any purpose,
merchantability, standard of quality or performance or accuracy of Netfront Services or the Software) are excluded to the
extent permitted by law unless otherwise specified in this Agreement. NF
expressly disclaims any warranty or responsibility:
that the Software and Netfront
Services will be uninterrupted, error free or free of any contaminating or
as to any results obtained from using Netfront Services.
In no event will NF be liable to you whether in
contract, tort, statute or otherwise (including but not limited to for
negligence, breach of contract, defamation, or intellectual property right
infringement) for any special, direct, indirect or consequential loss or damage
(including but not limited to loss of revenue or profits, loss of data or
goodwill, or the loss of use of any equipment or software) which is suffered or
incurred by you arising out of the use or in any other way out of this
Agreement, Netfront Services or the Software.
NF shall not be party to any transaction made between
you and any third party through use of Netfront
NF cannot accept and disclaim any responsibility to
control the Content, whether or not the Content is stored at NF. All
information provided through Netfront Services
(including but not limited to the Content) is for reference purposes only. NF,
its agents, contractors, affiliated companies and all third
party Content providers do not guarantee the accuracy or completeness of
any information provided through Netfront Services
(including but not limited to any Content), and do not accept any liability for
any cost, expense, loss, or damage arising from any inaccuracies or omissions.
NF accepts no responsibility and makes no
representation or warranty:
in relation to the completeness, accuracy or
timeliness of the Content or its fitness for any purpose;
that any Content or messages can be duly stored or
transmitted from or to, or received by, you through Netfront
NF disclaims liability for any error, omission or
misstatement in or arising from the Content. NF does not endorse or recommend
any person, name, product or service referred to in the Content. The Content
does not constitute NF’s view or opinion and NF expressly disclaims any
responsibility or warranty to exercise any editorial control over or to edit or
amend or delete any Content before it is accessed by you through Netfront Services. NF accepts no responsibility and makes
no representation or warranty that the Content will not be objectionable or
offensive to you or any other person.
You irrevocably authorize NF to amend or erase any or
all of the Subscriber’s Content if, in its absolute discretion, NF deems
that the Subscriber’s Content is in any way improper, inappropriate or in
contravention of this Agreement.
No oral or written information given by NF, its
employees, affiliates, agents or the like shall create a warranty or binding
representation. You hereby acknowledge that you have not and will not rely on
NF does not warrant the confidentiality or security of
data whether personal or otherwise transmitted through Netfront
Services (although NF’s current practice is to take reasonable steps to
Nothing under this Agreement limits NF’s
liability for any personal injury or death caused by NF’s negligence.
However, you acknowledge and take notice that Netfront
Services are not appropriate for use in circumstances where personal injury or
death could arise from reliance on Netfront Services
whether or not NF is negligent.
NF’s total liability under Agreement, whether in
relation to any one incident or series of incidents arising from a common
cause, shall not exceed the total Charges received by NF from you in the period
of 12 months immediately preceding the incident, or in the case of a series of
incidents arising from a common cause, immediately preceding the first of such
incidents provided always that NF’s total liability for all losses
incurred by you shall be limited to the amount of such total Charges or
HK$500,000.00, which ever amount shall be the lower.
Any claim by you against NF arising out of this
Agreement must be notified to NF within 28 days of the incident giving rise to
such claim failing which you will be deemed to have waived your rights in
respect of such claim.
NF’s employees, agents, contractors and
affiliated companies shall have the benefit of the rights, exclusions and
limitations of the provisions contained in this clause 7 as if such provisions
were expressly for their benefit. To the extent of this clause 7, NF enters
into this Agreement not only on its own behalf but also as agent and trustee
for such employees, agents, contractors and affiliated companies.
To the extend permissible by law, where any personal
data (“Personal Data”) is disclosed to NF in the performance of its
obligations under this Agreement, you acknowledge and agree that such Personal
Data may be used (whether in Hong Kong or abroad) and retained by NF for the
following purposes and for any other purposes as may be agreed between you and
NF or required by law from time to time.
Provision of Netfront
Offering or provision of goods or services by NF or
its affiliated companies in relation to Netfront
Marketing research and other marketing proposes of NF,
its agents, or its affiliated companies in relation to Netfront
Processing of any benefits arising out of or in
connection with Netfront Services.
Analysis, verification and/or checking your credit,
payment and/or status in relation to provision of Netfront
Processing of any payment instructions, direct debit
facilities and/or credit facilities requested by you;
Enabling the daily operation of your account and/or
the collection of amounts outstanding in such account in relation to Netfront Services;
Enabling NF or its affiliated companies to comply with
any industry practices;
Disclosures required by law; and
8.1.10 Enforcement of this Agreement.
You further agree that NF may disclose and transfer
such Personal Data (whether in Hong Kong or abroad) to NF’s agents,
affiliated companies, contractors, debt collection agencies, credit reference
agencies, credit providers, security agencies, financial institutions, and any
other persons under a duty of confidentiality to NF or any of its affiliated
companies, and any of NF’s actual or proposed assignees or transferees of
NF’s right with respect to you to use, disclose, hold, process, retain,
or transfer such Personal Data for the purposes specified in clause 8.1 above.
Where any Personal Data, other than your Personal
Data, is disclosed to NF in the performance of its obligations under this
Agreement, you undertake and agree that you have procured all third
parties’ consents necessary from time to time for NF to use or disclose
such Personal Data for the purposes specified in clauses 8.1 and 8.2 above.
Equipment & Access to Premises
All Equipment shall remain NF’s or NF’s
agents’ property at all times and you will not acquire any rights or
title in them.
You shall provide suitable accommodation, utility
services, and environmental conditions for the Equipment. You shall keep any
Equipment on your premises safe, and shall be liable to NF for any loss or
damage to the Equipment. You shall notify NF as soon as practicable of any
damage, fault, theft or loss of the Equipment.
You shall not, nor permit any other person to alter,
remove, add to, or otherwise interfere with the Equipment or any identifying
marks or numbers on the Equipment. You shall operate and use the Equipment in a
You shall allow NF’s employees, agents, contractors
or affiliated companies to enter upon your premises for the purposes of
inspecting, repairing, maintaining and/or removing the Equipment. You shall
provide safe access to and safe working conditions at your premises.
10. General Provisions
This Agreement is the complete and exclusive statement
of the agreement between you and NF. This Agreement supersedes all
understandings or prior agreements, whether oral or written, and all
representations or other communications between you and NF. Any variations or
additions to this Agreement are only valid if confirmed in writing by on
officer authorized by NF. NF may amend these terms and conditions from time to
time in accordance with its License and may post such amendments on the Netfront Services website such amendments to take effect
immediately upon compliance with such license or at such later date as
specified in any such amendment.
This Agreement is personal to you. Either party may
assign this Agreement but you may only do so with NF’s prior written
consent. You shall not, transfer, charge or sub-license all or part of your
rights or obligations under this Agreement.
You agree to indemnify NF for all losses, damages, or
expenses incurred by NF in connection with the enforcement of this Agreement
Any term or condition prohibited or unenforceable in
any jurisdiction is ineffective as to that jurisdiction to the extent of the
prohibition or unenforceability. This shall not affect the validity or
enforceability of that term or condition in any other jurisdiction. All the
other terms and conditions shall remain in full force and effect.
Any failure or delay by NF in exercising any right,
power or remedy under this Agreement shall not operate as a waiver of any
right, power or remedy.
Save as specified herein, any notice or other
communication to be given under this Agreement shall be in writing and shall be
served by leaving it or sending it by facsimile or prepaid post to the address
of the parties specified in this Agreement or as are notified by either party
to the other from time to time.
Any notice or communication given under this Agreement
shall be deemed to be served/ received by the other party within 48 hours of
posting, or immediately upon faxing if the transmission report indicates that
the fax transmission was successful.
This Agreement is subject to Hong Kong laws and the parties submit to the non-exclusive jurisdiction of the Hong Kong courts.