Terms of Service
Upon signing up for/and or using the OneAsia Services, all Subscribers agree to comply with OneAsia's Terms of Service (the “TOS”) set out herein below, the Acceptable Use Policy (the “AUP”), the Service Level Agreement (the “SLA”) of the Services and all supplementary terms (hereinafter collectively referred as “Agreement”) posted on http://www.oneas1a.com. Unless otherwise stated, defined terms used herein shall have the same meanings throughout the Agreement.
In these TOS, the following words have the following meanings unless the context otherwise requires:
Acceptable Use Policy means policy statements and/or set of rules applied by OneAsia that describe the ways in which the network site or system may be used and as to what behaviour is acceptable from Users of the local network/Internet connected via the local network
Agreement means collectively the TOS, the AUP, the SLA of the Services and all supplementary terms posted on OneAsia’s web site: http://www.oneas1a.com
OneAsia means One Asia Network Limited
Charges means the charges payable by the Subscriber pursuant to the terms of the Agreement, including, but not limited to, Monthly Service Charges and other charges for which the Subscriber is liable
Commencement Date means the date on which the Services first become available for use by the Subscriber
Equipment means any telecommunications and related equipment, including but not limited to, any server, router or switch, whether owned by or leased to OneAsia, provided by OneAsia to the Subscriber in connection with the provision of the Services;
Intellectual Property Rights means patents, trademarks, design rights, applications for any of the foregoing, copyright topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, in each case whether registrable or not in any country;
Service Level Agreement means as described in Attachment C;
Services means the provision of access to the internet and any ancillary internet-based technologies and consulting and other services, whether paid or unpaid, provided by OneAsia to the Subscriber from time to time pursuant to the Agreement or as set out in the contents of OneAsia’s quotation to the relevant Subscriber.
Subscriber means any legal entity (natural person, company or organization) which is identified on the application form or invoice whose application for the Services has been accepted by OneAsia.
System means OneAsia connected system of servers used to host Web sites and emails or software in order to provide Services to Subscriber.
Users mean all Subscribers and other users of the Services including those who are granted free trial of OneAsia’s Services and those who access the same without accounts with OneAsia.
2. Scope of AgreementOneAsia will provide to the Subscriber, and the Subscriber will take and pay OneAsia for the provision of, the Services for the term hereof subject to and in accordance with the terms and conditions hereof.
3. Commencement and Term1. These TOS shall be for an initial term (the “Initial Term”) as either requested by the Subscriber as indicated on the relevant service application form(s) to be approved by OneAsia, or as otherwise agreed whether by email, or in writing between OneAsia and the Subscriber.
2. Subject to Clause 10.1, upon the expiry of the Initial Term or any subsequently extended term, these TOS shall automatically be extended subject to the sole and absolute discretion of OneAsia for another term of an equal length as that of the expiring term. For the avoidance of doubt, a term shall be automatically extended subject to the sole and absolute discretion of OneAsia upon its expiration pursuant to this Clause, if the Subscriber has not terminated the Agreement by giving written notice to OneAsia not less than 30 days prior to the expiration of that term.
3. For the avoidance of doubt, if these TOS are terminated by the Subscriber during the continuation of a term before its expiry for any reason other than pursuant to Clause 10.2, the Subscriber shall be liable to pay OneAsia the full amount of all Charges for the whole of that term.
4. Payment1. In consideration for the provision of the Services, the Subscriber will pay to OneAsia the Charges notified by OneAsia to the Subscriber from time to time. The Subscriber will be solely responsible to pay any taxes or charges arising in relation to its use of the Services.
2. OneAsia will issue invoices for the Charges to the Subscriber by post, electronic mail and/or facsimile transmission. All Charges are due and payable on presentation of the invoice therefor.
3. OneAsia may charge a late payment interest charge calculated at the rate of 2% per month pro rata on daily basis on any Charges not paid within 30 days after the date of the invoice therefor.
4. The Subscriber shall provide and deliver to OneAsia proof of any payment made by the Subscriber to the OneAsia under the Agreement to the reasonable satisfaction of OneAsia. Unless and until the Subscriber shall have complied with this sub-clause in respect of the relevant payment, OneAsia shall be entitled to treat such payment yet due and outstanding.
5. Obligations of OneAsia1. OneAsia will during the terms of these TOS provide the Services to the Subscriber in accordance with the terms and conditions of the Agreement. OneAsia will use reasonable endeavours to install and provide the Services within the timescales agreed (if any). However, such time scales are estimates only and OneAsia will in no event be liable for any costs, charges, losses or expenses of any kind arising out of delays in meeting installation, delivery or performance dates.
2. OneAsia will comply with the terms of its Personal Information Collection Statement (“PICS”) and the provisions of the Personal Data (Privacy) Ordinance in dealing with the personal data of any of the Subscriber employees which it collects. The personal data of Subscriber will not be transmitted and disclosed to any third party (save for the purpose specified in this Agreement or any directly related purpose) unless the Subscriber has given his/her prior consent. OneAsia reserves the right to disclose the Subscriber’s personally identifiable information as required by law and when OneAsia believes that disclosure is necessary to protect OneAsia rights and/or comply with a judicial proceeding, court order, or legal process. The Subscriber is entitled to make a data access or correction request concerning his/her own personal data (subject to prior confirmation of identity) kept with OneAsia. Alternatively, the Subscriber may request that such personal data at any time be edited or amended.
6. Obligations of the Subscriber1. The Subscriber shall provide OneAsia for examination and verification proof of identity and constitution (whichever is applicable) and particulars of registered office or residential address (whichever is applicable) of the Subscriber as OneAsia shall request including but not limited to (whenever applicable) invoice(s) for utilities, identification card(s), and driver’s licence(s), valid and current business registration certificate, latest annual return, certificate of incorporation, and any other documents of identity and/or constitution of the Subscriber, and (where the Subscriber is not a natural person) of its authorized contact person for purpose of administration in respect of the Services, as OneAsia shall reasonably request, and shall deliver to OneAsia true and complete copies thereof upon request.
2. The Subscriber will allow OneAsia's personnel full and complete access to the premises of the Subscriber for the purposes of installing and providing the Services or any of them. The Subscriber shall at its own cost prepare the installation site and make all other necessary preparations in accordance with OneAsia’s specifications.
3. The Subscriber will provide OneAsia with all necessary co-operation, information, equipment, data and support which OneAsia may reasonably require for the provision of the Services at such times as OneAsia requests.
4. The Subscriber warrants and undertakes that it will not make use of the Services in any manner which may infringe any Intellectual Property Rights or any applicable laws or regulations or which is otherwise in the sole and absolute opinion of OneAsia immoral, improper, inappropriate, or objectionable, or to copy, reproduce, distribute, publish, transmit, or otherwise deal with any unsolicited advertising or promotional material or any material which is obscene, indecent, seditious, offensive, defamatory, discriminatory, immoral, improper, inappropriate, or objectionable, or the publication or distribution of which is in breach of the confidence of OneAsia or any third party, or as a forum for viewing, posting up of messages or information, and discussion by the public or any section thereof (whether membership or registration is required or not and whether anonymous or otherwise) or forum of a similar nature, or allow the Services to be hacked or the computer hardware and software in connection with the Services to be modified or broke-in for any purpose outside of its original intended use or be reckless or ignorant as regards thereto.
5. The Subscriber's right to use the Services is personal to the Subscriber. The Subscriber shall not licence or permit or purport to licence or permit any third party to use the Services, whether or not for financial or other consideration. If the Subscriber designates more than one permitted user of the Services within its organisation, the Subscriber shall bring the provisions of the Agreement to the attention of each permitted user and shall procure that each permitted user complies with the provisions of the Agreement. The Subscriber will be responsible for use of the Services by its permitted users and the indemnity given in Clause 14.1 shall extend to all such use of the Services.
6. The Subscriber will comply with all applicable laws at all times when using the Services.
7. The Subscriber will maintain and keep all Equipment in good working order during the terms of the Agreement at its own expense.
8. Subscriber should appoint one person from time to time (the “Administrators”), (in case the Subscriber is an individual, the individual oneself would serve as the Administrators), whom the Subscriber will designate as the Subscriber’s agents with the authority to perform certain administrative functions on the Services, including but not limited to
1. Receiving service passwords
2. Receiving invoices.
It will be solely the Subscriber’s responsibility to keep the contact information up to date in our database. Subscriber can always update their contact information anytime.
7. Suspension of Services1. OneAsia may refuse to provide at all or immediately suspend part or all of the Services until further notice without terminating the Agreement and without liability if:
1. the Subscriber fails to comply with or observe Clause 6.1 or 6.4 hereof; or
2. OneAsia would be permitted to terminate the Agreement under Clause 10.3 or 10.4. In such case, the Agreement will be terminated and the Subscriber will still be responsible for the costs, fees and/or other liabilities as stated in the Agreement; or
3. OneAsia is obliged to comply with an order, instruction or request of government, regulatory body or other competent authority;
4. OneAsia needs to maintain or upgrade the System. OneAsia will give the Subscriber the maximum period of notice practicable in the circumstances if it needs to suspend such Services for this reason; or
5. OneAsia needs to repair a fault in the System as a result of any unplanned outage, downtime or other reasons beyond OneAsia’s control. The Subscriber acknowledges that OneAsia may not be able to give the Subscriber any notice regarding suspension of the Services.
2. If OneAsia refuses to provide or suspends such Services due to any event in Clauses 7.1.1 and 7.1.2:
1. this will not exclude OneAsia's right to terminate the Agreement later in respect of the same or any other event; and
2. the Subscriber will, in addition to paying any overdue Charges, be liable to pay OneAsia a fee as may be notified by OneAsia from time to time to restore such Services; and
3. the Subscriber acknowledges that restoration of the Services may take up to 30 days after receipt by OneAsia of payment of the Services restoration fee and any overdue Charges; and
4. OneAsia shall not be responsible for or liable to the Subscriber whatsoever and howsoever in respect of any emails, data, or information lost, not stored, or not transmitted during the period of such refusal or suspension, and the Subscriber irrevocably and unconditionally waives and forgoes all claims it might have against OneAsia in respect thereof.
8. Intellectual PropertyThe Subscriber warrants that it holds all necessary or desirable rights, licences and other permissions in respect of the contents which it uploads to the Internet.
User expressly grants to OneAsia a non-exclusive, royalty free license, for the duration of the Agreement, to cache the entirety of the contents of or supplied by the Users’ and contents on the Users’ Web site, including contents supplied by third parties, hosted by OneAsia under the Agreement and agrees that such caching is not an infringement of any of Users’ intellectual property rights or any third party’s intellectual property rights.
The Subscriber hereby grants to OneAsia a non-exclusive, royalty free licence for the duration of the Agreement to reproduce, publish, copy, transmit and otherwise use such contents for the purpose of providing the Services.
9. Payment Non-RefundableAny payment or any part or parts thereof already made for a term or part or parts thereof will not be refundable (unless otherwise agreed by OneAsia) in the event of refusal of provision or suspension under Clause 7 hereof or termination under Clause 10.3 or 10.4 hereof or otherwise, and the Subscriber shall be deemed to have waived all rights to such payment already made or any part or parts thereof paid for the term or the unexpired portion of the term (where applicable).
10. Non-Extension or Termination or Nullity1. A term shall not be automatically extended (which is subject to the sole and absolute discretion of OneAsia) upon its expiry pursuant to Clause 3.2 hereof, if the Subscriber terminates the Agreement by giving not less than 30 days written notice to OneAsia prior to the expiry of that term.
2. OneAsia may terminate the Agreement at any time by giving not less than 7 days written notice to the Subscriber.
3. OneAsia may at any time terminate the Agreement forthwith on or without notice to the Subscriber if the Subscriber is in breach of Clause 6.1 or 6.4 and/or any terms and conditions of the AUP.
4. Without prejudice to any other rights or remedies (whether under the Agreement or at law):
1. either party may terminate the Agreement immediately by serving written notice on the other if:
1. the other party commits a breach of any material obligation under the Agreement and, in the case of a remediable breach (except failure to pay any Charges), fails to remedy the breach after receiving 14 days written notice to do so; or
2. the other party becomes insolvent; or
3. subject to the express terms of the Agreement OneAsia will not be liable to the Subscriber for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise, including without limitation for any loss of revenue, profits, business, contracts or data, or for any anticipated savings, business interruption or downtime.
4. OneAsia may terminate the Agreement immediately with or without serving written notice on the Subscriber if the Subscriber fails to pay any Charges under the Agreement.
5. In this Clause, "insolvent" means the appointment of, or the application to a court for the appointment of, a liquidator, provisional liquidator, receiver or manager to that party, the entering into a scheme of arrangement or composition with or for the benefit of that party's creditors generally, any re-organisation, moratorium or other administration involving the creditors or any class of the creditors of that party, a resolution or proposed resolution to wind up that party, or that party becoming unable to pay its debts, or being deemed to have become unable to pay its debts, as and when they fall due within the meaning of Section 178 of the Companies Ordinance.
6. OneAsia shall not be responsible for or liable to the Subscriber whatsoever and howsoever in respect of any emails, data, or information deleted, removed, lost, not stored, or not transmitted as a result of the termination, and the Subscriber irrevocably and unconditionally authorizes and instructs OneAsia to delete and remove the same from any records or storage in respect of the Services and waives and forgoes all claims it might have against OneAsia in respect thereof.
7. The Subscriber warrants and represents to OneAsia that it is not an offshore company. If the Subscriber is found to be an offshore company, the Agreement or documents signed or entered into in relation to the Services shall be null and void and shall be of no effect whatsoever and shall be rescinded whether payment has been made by the Subscriber or accepted by OneAsia and whether the Services has been commenced or provided. In any event, OneAsia has the absolute discretion and authority to waive and remove the requirements and restrictions of this sub-clause.
11. Consequences of Termination1. Termination of the Agreement will not relieve either party of any liability for breach of the Agreement or as may otherwise be established.
2. The provisions of Clauses 3.2, 11, 13 and 14 of these TOS will continue in force despite the termination of the Agreement.
3. Within not more than 30 days after termination of the Agreement for any reason, the Subscriber will give OneAsia full and free access to its premises to repossess any Equipment and software provided by OneAsia. The Subscriber will return Equipment to OneAsia in the same condition in which it was provided to the Subscriber (fair wear and tear excepted).
4. The Users understand, acknowledge and agree that if OneAsia takes any corrective action under the Agreement because of an action of User or the agents of User, that corrective action may adversely affect other Users of User or other agents of the Users, and Users agree that OneAsia shall have no liability to Users due to such corrective action.
12. Limitation of Liability1. Nothing in the Agreement will exclude or restrict either party's liability for death or personal injury resulting from its negligence or that of its employees while acting in the course of their employment.
2. Subject to Clause 12.1, OneAsia's liability in contract, tort or otherwise (including negligence) in connection with the Services, any software provided hereunder or any order, whether caused by failure to deliver, non-performance, defects, breach of warranty or otherwise, in respect of any one or more incidents, will not exceed the total Charges received by OneAsia from the Subscriber in the month in which the incident occurs.
13. WarrantiesNo warranties are given by OneAsia in relation to the Services or the use thereof by the Subscriber and OneAsia gives no guarantee of end to end bandwidth capacity or availability on the Internet. To the extent permitted by law, OneAsia excludes all implied warranties including, without limitation, as to quality and fitness for purpose of the Services. This paragraph is subject to the guarantees given under applicable SLA(s).
14. Indemnities1. The Subscriber agrees to indemnify and hold harmless OneAsia for all actions, claims, costs, losses, damages and expenses arising out of the Subscriber's use of the Services.
2. The Subscriber agrees to indemnify and hold harmless OneAsia for all claims, proceedings and costs (including legal costs) brought by any third party in relation to the Subscriber’s use of the Services.
15. AssignmentThe Subscriber will not assign its rights under the Agreement, in whole or in part, without the prior written consent of OneAsia. OneAsia may assign its rights under the Agreement at any time.
16. Notices1. Any notice, invoice or other document which may be given by either party under the Agreement will be deemed to have been duly given if left at or sent by prepaid post, facsimile transmission or electronic mail to the other party's registered office or any other address (including an electronic mail address) notified in writing in accordance with this Clause as an address to which notices, invoices and other documents may be sent.
2. Any such communication will be deemed to have been received by the other party on the day of delivery (if left), three (3) days after the date of posting (if sent by prepaid post), one (1) day after the date of transmission (if sent by facsimile) and on the date on which the message is received in the recipient's electronic mailbox (if sent by electronic mail).
17. WaiverFailure or delay by OneAsia to enforce any of its rights under the Agreement or the giving of additional time for performance or other indulgence is not a waiver of such right unless OneAsia acknowledges the waiver in writing, nor will any single or partial exercise of any right or remedy preclude any further exercise of the same or the exercise of any other right. No waiver of any particular breach of the provisions of the Agreement will operate as a waiver of any repetition of such breach.
18. SeverabilityIf any provision of the Agreement which is not of a fundamental nature is found to be unenforceable or illegal, it shall be severed from the Agreement and will not affect the enforceability of the remainder of the Agreement. In this event the parties will use reasonable endeavours to agree any lawful and reasonable changes to the Agreement which may be necessary to effect as closely as possible the commercial intent of the Agreement.
19. AmendmentsOneAsia may update, amend, modify or supplement the terms and conditions of this Agreement from time to time without notice. The most current version of the Agreement can be found http://www.oneas1a.com.
20. Entire AgreementThe Agreement represents the entire understanding between the parties in relation to its subject matter and supersedes all prior agreements between the parties whether oral or written.
21. Governing Law and JurisdictionThe Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (Hong Kong). The parties submit any difference or disputes arising in connection with the Agreement to the non-exclusive jurisdiction of the courts of Hong Kong.
Service Level Agreement For OneAsia
|Item No.||Service Level Metric||Service Level Objective||Service Credit||Remark|
|001||Service Uptime||99.95%||Amount of Downtime (minutes) x Monthly Service Charge x 2 / 43,200||“Downtime” refers to the time required to resume the service from the time OneAsia receive written notification (by email) of the service failure to the time that the service is resumed. This does not include scheduled outage due to system maintenance and upgrades.|
|002||Server Re-boot Time||45 minutes (Banking Hours) 2 hours (non-Banking Hours)||Amount of Extra Rebooting Time (minutes) x Monthly Service Charge x 2 / 43,200||“Rebooting time” refers to the time required to reboot the server from the time OneAsia receive written notification (by email).|
|003||Email Response Time||4 hours (Banking Hours) 6 hours (non-Banking Hours)||Amount of Extra Email Response Time (minutes) x Monthly Service Charge x 2 / 43,200||“Email response time” refers to the time required for OneAsia to reply the enquiry from the Subscriber from the time the email arrive OneAsia’s mailbox.|
Definition of Services Failure• No dial-up or broadband visitors can connect to the server (such as PING test) for over 15 minutes; and • no Internet traffic to the server.
Service Credit• Failures in service provision as per this Service Level Agreement shall be subject to service credits payable by OneAsia to Subscriber.
• On the first day of each calendar month, the Service Credit will be reset to zero.
• Service credit(s) shall be issued to Subscriber only at Subscriber’s request and subject to verification by OneAsia. To receive service credit(s) in the event that Service Levels are not met, Subscriber must notify OneAsia in writing within 72 hours of the occurrence of the failure, providing full details of the alleged failure.
• OneAsia’s internal records shall serve as the final source of reference when any discrepancies arise between Subscriber’s records and OneAsia’s records whether in compliance of the Service Levels or otherwise and OneAsia’s record shall be conclusive of the matters stated therein.
• The maximum refund in a month shall not exceed 50% of the Monthly Service Charge paid by the Subscriber.
• The refund (if any) would be paid by crediting the amount of such refund to the Subscriber's next invoice.
ExclusionsNotwithstanding the above, Subscriber shall not receive any Service Credits if OneAsia’s failure to meet any of the Service Levels is attributable to: • any act or omission on the part of Subscriber, any authorized person, accompanying person, associated entity or employees, agents, representatives or contractors (other than OneAsia) of Subscriber or any third party not within the reasonable control of OneAsia;
• any change in the conditions, operating environment, system configuration and/or assumptions specified as part of the Service Levels;
• any failure, breakdown, inoperability, defect or fault in or of any public or third party telecommunications network, equipment, infrastructure, cables or other facilities or Subscriber’s Equipment;
• mail "bombs" or mail "spamming" (unsolicited e-mails) on the Subscriber’s equipment
• Subscriber’s equipment overloading;
• failure of software configuration of Subscriber’s equipment;
• Subscriber’s equipment virus attacks from external sources via the Internet;
• "hacking" or other security lapse on the Subscriber's equipment or networks; and/or
• any force majeure event.
Remarks• OneAsia shall not be liable for any consequential or indirect loss/damage caused by the failure of service suffered by the Subscriber.
• OneAsia reserves the right to amend this Service Level Agreement anytime, given that a written notice would be posted on OneAsia’s website concerning the amendment.
OneAsia Statement of Work (SOW)
1. IntroductionThis Attachment describes the responsibilities of OneAsia and the Subscriber related to OneAsia’s provision of the Services under the Agreement. OneAsia will provide the Services in accordance with the descriptions contained in this Attachment and Subscriber will support OneAsia's provision of the Services in accordance with the descriptions contained in this Attachment.
2. Virtual Machine Service RequirementsThe OneAsia service is available online, on-demand and dynamically scalable up or down per request for service from the end users via Internet through a web browser. Table 1 below provides a description of the service requirements for Virtual Machines.
Table 1: Virtual Machine Service Requirements
|Service Description||Service Options||Service Attributes|
• Service shall provide scalable, redundant, dynamic computing capabilities or virtual machines.
• Service shall allow users to procure and provision computing services or virtual machine instances online via the Internet.
• Service shall allow customers to remotely load applications and data onto the computing or virtual machine instance from the Internet.
• Configuration and Management of the Operating System shall be enabled via a Web browser over the Internet.
CPU (Central Processing Unit) - CPU options shall be provided as follows:
• A minimum equivalent CPU processor speed of 1.0GHz shall be provided. Additional options for CPU Processor Speed may be provided.
• The CPU shall support 32-bit and 64-bit operations.
Operating System (OS) – Service shall support Windows and LINUX OS’s at a minimum. Additional OS options may be provide or supported.
RAM (Random Access Memory): Physical memory (RAM) reserved for virtual machine instance or Computing supporting a minimum of 512MB.
Disk Space Disk Space allocated for virtual machine supporting a minimum of 50GB base with 5000GB data.
Data Transfer Bandwidth: Bandwidth utilized to transfer data in/out of the provider’s infrastructure supporting a minimum of 100MB of data transferred (in and out) via the Internet.
3. Virtual Machine BundlesOneAsia provides bundles of Virtual Machine service attributes as described in Table 2.
Table 2: Virtual Machine Bundles
|CPU||vCPU x 1||vCPU x 2||vCPU x 4|
|Disk Space||50GB data||50GB data||50GB data|
4. SolutionOneAsia offers two types of solution class. The difference in solution case is mainly on hardware brand, configuration, redundancy level and software.
4.1 Managed Cloud Servers
Managed Cloud Server is dealing as similar as Pay-As-You-GO model. Subscribers under our managed cloud servers, OneAsia offer organizations with different service packages for selection which defining a percentage gurantee of CPU, 100% gurantee of memory and storage for each virtual machine. OneAsia also offer self-service provisioning that organizations have the admin privilege to manage/control their own resources through the OneAsia web interface console. Organizations can flexibly upgrade the service package for virtual machines which including CPU and memory.
4.2 Storage Allocation
The allocation of storage resources is consistent for all allocation models and is charged as capacity to be allocated. OneAsia controls the overcommitment of storage resources by defining a maximum amount of storage that can be consumed within the organization virtual datacenter, and by controlling whether storage is thin provisioned (not pre-allocated) or thick provisioned (pre-allocated in full).
5. Scope of ServicesOneAsia will deliver the following scope of services to the Subscriber under the Agreement.
• Provide hardware resources as virtual server;
• Provide virtualization services for the Subscriber to be able to spawn on-demand virtual server instances;
• Support a secure administration interface - such as SSL/TLS or SSH - for Subscriber designated personnel to remotely administer their virtual instance;
• Provide the capability to dynamically reallocate virtual machines based on load, with no service interruption;
• Provide the capability to copy or clone virtual machines for archiving, troubleshooting, and testing which is on-demand;
• Manage virtual machine isolation in a multi-tenant environment;
• Perform live migrations (ability to move running VM’s) from one host to another;
• Provide a hypervisor which supports security features such as role-based access controls and auditing of administrative actions; and • Provide a hypervisor which supports hardware-assisted memory virtualization.
• Provide 7x24 hotline and email for technical support and enquiry.