These Direct Internet Access Terms and Conditions of Service (the “Terms and Conditions”), along with the Internet General Terms and Conditions of Service, the relevant special conditions (if any) and the applicable policies, including the Acceptable Use Policy and the Privacy Policy, govern the provision and use of CTM Direct Internet Access Service.
1. Definitions and interpretation
1.1 In these Terms and Conditions, unless inconsistent with the context or otherwise specified, the following words and expressions shall have the following meanings:
“Agreement” means the agreement between CTM and the Customer for the provision of the Service, comprising these Terms and Conditions, the Internet General Terms and Conditions of Service, the Special Conditions (if any), the Service application and the applicable policies, including the Acceptable Use Policy and Privacy Policy, as amended and updated from time to time;
“Applicable Law” means any law, regulation, bylaw or subordinate legislation in force from time to time to which a party to the Agreement is subject; any binding court order, judgment or decree; any mandatory industry code, policy or standard; or any binding direction, policy, rule or order made or given by any competent governmental or regulatory authority;
“Bill” a statement or invoice issued by CTM to Customer with respect to the Charges due or payable by Customer to CTM for the Service;
“Charges” means fees, charges or rentals payable by Customer to CTM in consideration for the Service, as specified in the Agreement;
“Confidential Information” is all information (whether written or oral) which comes into a party's possession under or in connection with the Agreement or the Service, including information disclosed during the negotiations preceding the Agreement, that is of a confidential nature (whether identified as confidential or not), or is reasonably considered by the disclosing party to be confidential and is identified as confidential. The terms of the Agreement shall be regarded as Confidential Information;
“Consequential Loss” means any indirect, special, economic, punitive or collateral loss, including loss of profits, revenue, goodwill, bargain or opportunities, loss or corruption of data, or loss of anticipated savings or business, whether caused by negligence of the other party or otherwise arising out of or relating to the Agreement, the Service, or any failure to supply or delay in supplying the Service, whether or not the relevant party should have been aware of the possibility that such damage and losses could occur;
“CTM” means Companhia de Telecomunicações de Macau, S.A.R.L.;
“Customer” means the person identified in the Service application form who subscribes or utilises the Service;
“Due Date” means the date specified in the relevant Bill, or if no such date is specified, the date which is twenty (20) days from the date of the Bill;
“Equipment” means the hardware, apparatus and cabling (if any) CTM supplies to Customer for placing at the Premises for purposes of making the Service available. The Equipment includes the data termination unit and, if customer so requests, may also include the router, but excludes any equipment belonging to Customer or any third party;
“Force Majeure” means any event the occurrence of which CTM by the exercise of reasonable diligence is unable to control or avoid, including but not limited to failure, shortage or interruption of electrical power or supply or any equipment supplied by or any service provided by any supplier or service provider of the CTM or any other third party, riots or civil commotion, strikes, lock outs or trade or labour disputes or disturbances, plague, epidemic or quarantine, fire, flood, drought or acts of any government, change in any applicable law, war or imminent threat of war or terrorism, extreme weather conditions and acts of God;
“Network” means the communications networks, systems and hosting facilities owned or operated by CTM, including facilities and associated equipment used in, or in connection with, the Network;
“Premises” means the location at which the Service is to be provided, as specified in the Agreement;
“Service” means the provision by CTM to Customer of direct internet access and required Equipment and services as specified in the Agreement. The Service includes dedicated circuit connecting the data termination unit placed at the Premises to CTM’s internet node, as well as maintenance and support services;
“Service Commencement Date” means, in respect of the relevant Service, the date as notified by CTM to the Customer on which the Service is activated or made available to be used by the Customer;
“Software” means computer programs in executable code, together with any technical information, CTM provides to enable Customer to use the Service;
“Special Conditions” means the terms and conditions applicable to the provision of the relevant Service, including any information or specific terms and conditions stated in the Service application form, as well as any other documents agreed and signed when Customer purchases the Service from CTM.
1.2 In these Terms and Conditions, where the context so admits:
(a) words denoting persons or entities include natural persons and bodies corporate or firms, associations and government agencies (in each case whether or not having separate legal personality);
(b) use of singular includes the plural and vice versa and words which are gender neutral or gender specific include all genders.
1.3 Headings or titles in these Terms and Conditions are for ease of reference only and shall not be referred to or relied upon in the interpretation of any provision of the Agreement.
1.4 Any standard or pre-printed conditions on a service order, receipt or similar document issued by the Customer shall have no effect and shall not apply to the Agreement.
2. Service
2.1 The Service consists in direct internet access, required Equipment and related support services, including the provision of a dedicated circuit connecting CTM’s internet node to the data termination unit and Customer’s equipment placed at the Premises.
2.2 CTM shall provide the Service as specified in the Agreement from the Service Commencement Date, subject always to Customer fulfilling his obligations thereunder.
2.3 CTM will use all reasonable commercial endeavours to provide the Service in good operating condition and to make the Service available at all times.
2.4 Notwithstanding the provisions of clause 2.3, CTM does not give any assurance or guarantee as to the availability, quality, operation and support services, nor does it guarantee an entirely error or fault-free Service. Therefore, CTM will not be liable to Customer for any loss or damage as a result of interruptions, delays, faults or errors in the provision of the Service, including malfunctioning or failure of the Equipment or Software.
2.5 For purposes of controlling or safeguarding the working order and quality of the Equipment and/or the Service, CTM may:
(a) disconnect or deactivate the Service at any time without notice to carry out system maintenance, upgrading, testing and/or repairs;
(b) expand, reduce and/or modify the Service or part thereof.
2.6 The data transmitted within the scope of the Service is not secured and CTM is not responsible for securing it and/or for any loss or damage caused as a result thereof. The Customer is exclusively responsible to secure and protect the data stored in its systems and/or equipment and CTM shall not be liable for any damage, loss or expense caused as a result of the absence of such security and/or protection.
2.7 CTM may determine at its sole discretion the means of providing the Service, including method, technology, Equipment, allocated internet node and delivery route, and may vary the same at any time without notice to Customer. Notwithstanding the foregoing, CTM shall not be responsible for the transmission of the Service over any telecommunications network other than the Network.
3. Internet Protocol address (IP address)
3.1 The Service may include the provision of fixed IP address, which CTM may provide to Customer subject always to availability. CTM will determine at its sole discretion the number of IP addresses required to deliver the relevant Service to Customer.
3.2 Customer is responsible for proper use of the assigned IP address and to adopt adequate technical measures to prevent the IP address from being blocked or blacklisted by third parties.
3.3 IP addresses provided or assigned by CTM in connection with the Service remain at all times the property of CTM and are not portable, and the Customer shall have no rights with respect thereto.
3.4 CTM may invalidate any IP address assigned to Customer or replace it with another IP address at any time without notice.
4. Charges, billing and payment
4.1 In consideration of the provision of the Service, Customer shall pay to CTM the Charges specified in the Agreement and duly invoiced.
4.2 The Charges may include:
(a) a monthly charge for the Service;
(b) a fee for the installation of the Equipment in the Premises (or moving Service provision to different Premises as Customer may request), including connections and Software necessary for providing the Service. The installation fee will be included in the first Bill following the Service Commencement Date;
(c) a monthly rental charge for the Equipment;
(d) a Service reconnection fee in case of suspension or termination of Service under clause 8.1 below.
4.3 The Charges are billed on a monthly basis and, in principle, paid in advance for the following month.
4.4 When the Service Commencement Date falls on a day other than the first day of a month or the Service terminates on a day other than the last day of a month, then the monthly Charge due for the month in which the Service commences and the month in which the Service terminates shall be pro-rated.
4.5 Customer shall pay the Charges in full and free from any deductions, rights of set-off, counterclaims or liens, by the Due Date.
4.6 If Customer reasonably disputes any amount billed by CTM, Customer shall pay the full amount of the relevant Bill when due and provide CTM with written notice stating the nature of dispute within ten (10) days from the Due Date. Customer and CTM shall resolve the dispute in good faith and in a timely manner, and CTM shall refund the disputed amount eventually determined to be owed the Customer within ten (10) days of the dispute resolution.
4.7 In case Customer fails to pay the Charges by the Due Date, CTM may suspend or terminate the Service. CTM reserves the right to initiate legal proceedings to recover any amounts overdue. During suspension of Service, the Charges continue to apply and accrue and CTM will only resume the provision of Service after Customer has paid in full all outstanding Charges, in which case CTM may charge a Service reconnection fee.
4.8 CTM may charge the Customer interest at the legal rate on any outstanding amount due and payable by the Customer, from the date when the amount had become due and payable to the date of actual payment thereof.
5. Security deposit
5.1 CTM may request Customer to provide a deposit, which amount CTM will determine at its sole discretion, as security for payment of the Charges or any loss or damage incurred by CTM as a result Customer’s breach of the Agreement.
5.2 CTM may use the deposit or part thereof in satisfaction of outstanding Charges or any damages to the Equipment, in which case Customer shall restore the deposit to the required amount.
5.3 If Customer fails to pay the Charges, CTM may require the Customer to provide an additional deposit as a condition to continue providing Service.
5.4 Upon termination of Service CTM shall refund the deposit in full to Customer without interest, provided there are no outstanding Charges or any other amounts owing or any claim brought by CTM against Customer for breach of the Agreement.
6. Use of the Service
6.1 Customer uses the Service at his own risk and shall be responsible for any activity or use of the Service under his Service Account.
6.2 Customer may only use the Service for lawful purposes and shall not:
(a) use the Service in any way that is criminal, illegal, unlawful or fraudulent, or has any criminal, illegal, unlawful or fraudulent purpose or effect, whether under the Applicable Law or otherwise;
(b) use the Service in any way that is prohibited or otherwise breaches CTM’s Acceptable Use Policy;
(c) without CTM’s prior express written consent, resell, sublease, sublicense or in any other way transfer the right to use the Service or any other rights under the Agreement, whether or not for consideration;
(d) without CTM’s prior express written consent, grant access to, or in any other manner share the benefit of, the Service to any third parties not residing or located at the Premises, including (but not limited to) internet service providers, application providers or content providers, whether or not for consideration.
6.3 Violations of clauses 6.2(a) and (b) by a third party’s conduct using Customer’s Service Account, including any IP addresses, points of access to the internet, systems, Software, or equipment assigned to or belonging to Customer, will be considered violations by Customer.
6.4 CTM may disconnect or deactivate the Service without prior notice if Customer’s equipment causes Service malfunctioning, until the Customer resolves the deficiencies.
6.5 The Customer shall indemnify CTM against all actions, proceedings, damages, costs, claims or losses which may be sustained by CTM in connection with any use or misuse of the Service by the Customer or by any third party using his Service Account, even if Customer has not given consent or been aware of such usage.
7. Suspension of Service
7.1 CTM may suspend, withdraw or restrict all or part of the Service at any time in case:
(a) CTM has grounds to terminate the Service under clause 8.1;
(b) the provision of the Service would cause CTM to be in breach of any Applicable Law;
(c) in the reasonable opinion of CTM, it is necessary to suspend the Service to:
(i) carry out maintenance, repair or upgrading of any Equipment or facility and CTM has given the Customer as much notice as is reasonably practicable in the circumstances (which notice may be delivered orally if subsequently confirmed in writing); or
(ii) protect the integrity of the Equipment or Network, or to carry out urgent maintenance, repair or upgrading of any equipment or facility.
7.2 If the Service is suspended, withdrawn or restricted under clause 7.1(c), CTM shall use its best endeavours to minimise any disruption of Service.
7.3 CTM shall not be liable to Customer or any third party for any Consequential Loss resulting from or in connection with a suspension, withdrawal or restriction of the Service under this clause 7.
7.4 The exercise of CTM’s right to suspend the Service under this clause 7 is without prejudice to any other remedy available to CTM under the Agreement and does not constitute a waiver of CTM’s right to subsequently terminate the Agreement.
8. Termination
8.1 Without prejudice to any other right or remedy available to CTM under the Agreement or at law, CTM shall have the right to terminate the provision of the Service, without notice, in case the Customer:
(a) fails to pay any Charge or part thereof by the Due Date;
(b) uses the Service for any purpose that is illegal or prohibited in clause 6.2 above;
(c) access and use of the Service threatens the integrity or security of the Network or of a third-party network or computer system, or may harm the functionality, availability or operation of the services CTM provides;
(d) commits any other material breach of the Agreement;
(e) provides information in the Agreement that is found to be false or untrue.
8.2 In the event the Service is suspended or terminated under clause 8.1(b) above, CTM may, at its sole discretion, refuse to reconnect the Service to the same Customer or at the same Premises.
8.3 CTM shall not be liable to Customer for any loss or damage arising from disconnecting the Service as a result of termination under clause 8.1 above.
8.4 The Customer may terminate the Agreement and cancel the Service at any time by giving CTM thirty (30) days’ prior written notice and paying all the due Charges and costs.
9. Equipment
9.1 CTM may provide the Customer with the Equipment required to deliver the Service in accordance with the Agreement, subject to the applicable Charges.
9.2 CTM is only obliged to provide maintenance and technical support to the Equipment and Software it supplies to Customer for the provision of the Service, at the Charges specified in the Agreement.
9.3 The Equipment shall remain CTM’s property and be kept at the Premises at all times. Customer shall not:
(a) move or part with possession or control of the Equipment, misuse or neglect the Equipment (or allow it to be moved, misused or neglected);
(b) attach the Equipment to the Premises in such a manner that would prevent removing the Equipment whenever required;
(c) remove or obscure any labels or markings on the Equipment;
(d) tamper with, change or remove any integrated circuit, component or protection case part of the Equipment;
(e) permit any third party to carry out repair and maintenance of the Equipment.
9.4 If the Equipment proves to be defective or faulty under normal use, CTM will at its sole discretion repair or replace it with no extra costs to Customer. However, in case the Equipment is damaged by any cause other than reasonable wear and tear, CTM may impose additional Charges on the Customer for repairing or replacing the Equipment.
9.5 Upon termination of the Service, the Customer shall return the Equipment in good condition. If the Equipment is lost or damaged beyond reasonable wear and tear, Customer is liable to pay CTM the cost of the lost or damaged Equipment.
9.6 Any Customer-provided equipment for use with the Service or connect to the Network shall obtain type-approval by the competent authority (when applicable).
10. Software
10.1 CTM may provide Customer with the Software for use in connection with the Service.
10.2 CTM grants Customer a non-exclusive, non-transferable and time-limited licence or sublicence to install and use the Software in accordance with the Agreement. The licence or sublicence terminates automatically upon termination of the relevant Service.
10.3 The Customer shall not adapt, translate or otherwise modify the Software, nor reverse engineer, disassemble or decompile the same.
10.4 CTM will provide the Customer with Software support, provided the internet connection Software is installed on a duly licensed host operating system.
10.5 CTM does not warrant, represent or guarantee in any way whatsoever that the Software will be virus-free, worm-free, and inaccessible to malicious code or malignant third parties.
10.6 Except as otherwise provided in the Agreement, CTM shall not be liable to Customer for any loss or damage arising out or in connection with the installation, repair, maintenance, and use of the Software.
11. Installation
11.1 CTM shall only install the Equipment it supplies to Customer. Customer is responsible for the installation of his own equipment and CTM will only provide the Service after all necessary equipment is installed and operating appropriately.
11.2 The provision of Service may depend on the availability and configuration of the Customer’s own equipment, network or system, and may require the installation of appropriate hardware or software. Therefore, Customer allows CTM to carry out the necessary works, including configuration of Customer’s equipment, network or system, removal or replacement of any unsuitable or defective component and installation of the necessary Equipment and/or Software.
11.3 The Customer is responsible for backing up any data existing on his own computer before CTM’s installation or configuration of any hardware or software. Customer shall inform CTM or CTM’s authorised agents in case the intended installation works are likely to disable any features of his own computer or system.
11.4 CTM shall not be liable to Customer for any loss or damage (including loss of data) arising out or in connection with the Customer’s use of hardware or software other than the Equipment and Software supplied by CTM, nor will CTM be liable for any such loss or damage arising out or in connection with CTM’s configuration or installation works under this clause 11.
11.5 Customer warrants he has enough authority to allow CTM to carry out configuration and installation works pursuant to this clause 11.
11.6 Customer shall ensure that his own equipment, network and/or system are installed and ready for use before the Service installation.
11.7 CTM will only perform the installation internet connection Software if the Software is to be installed on a host operating system duly licensed.
11.8 If CTM is prevented to complete the installation for reasons relating the Customer’s hardware or software, CTM may suspend the installation until the Customer informs that his equipment and/or software have been changed and are ready for the installation. If the Customer fails to notify CTM within thirty (30) days from the first installation attempt, CTM reserves the right not to carry out the installation, in which case Customer will be required to make a new Service application.
12. Access to Premises
12.1 Customer shall allow CTM unrestricted and safe access to the Premises, subject to reasonable prior notice, to enable Service provisioning or withdrawal, carry out Service-related installation, repair and maintenance works, and inspect, remove or recover any Equipment.
12.2 Except as otherwise provided in the Agreement, CTM shall not be liable to Customer for any loss or damage arising out or in connection with the installation, repair, maintenance, or use of the Equipment, including damages caused to the Premises, provided it has acted with due care, diligence and skill.
13. Account security and passwords
13.1 Upon Service subscription CTM will provide Customer with a Service account with a unique user name and password (the “Service Account”). Customer is responsible for maintaining the confidentiality of the user name and password and for all activities that occur under his Service Account.
13.2 Unless expressly agreed otherwise under a separate contract CTM shall not be responsible for the security of the Customer’s network and/or system and shall not be liable for any unauthorised access thereto.
14. Limitation of liability
14.1 In no event shall CTM, in an action based on breach of contract, be liable to the Customer for any Consequential Loss.
14.2 Notwithstanding anything to the contrary in the Agreement, CTM’s maximum aggregate liability for all claims made by Customer in relation to the Service shall not exceed the total Charges paid under the Agreement, however such claim may arise including, without limitation, negligent error or omission, breach of contract, tort, misrepresentation (excluding fraudulent misrepresentation) or breach of statutory duty.
14.3 CTM shall have no liability for failure to deliver or perform the Service that arise from acts or omissions of any third party, including but not limited to suppliers or third party telecommunications providers or for any failures or faults of their equipment.
14.4 CTM will use all reasonable endeavours to provide a prompt and continuing Service. Notwithstanding the foregoing, CTM shall not be liable to Customer for any loss or damage resulting from delay or failure to perform its obligations under the Agreement, either in whole or in part, where such delay or failure is due to Force Majeure.
15. Confidentiality
15.1 Each party agrees to keep and procure to be kept secret all Confidential Information disclosed by the other party pursuant to the Agreement or in the course of negotiations thereof, during the term and for a period of three (2) years after termination or expiration of the Agreement, and shall not disclose such Confidential Information to any third party.
15.2 Notwithstanding the foregoing, either party may disclose Confidential Information relating to the other party to its directors, officers, employees, professional advisors and their employees, contractors and their employees and financiers providing funding to it and its advisors, insofar as necessary to enable them to perform their duties, provided always that such persons are bound by a duty of confidentiality equivalent to that of these Terms and Conditions.
15.3 The provisions of this clause 15 shall not apply, however, to any part of the Confidential Information which:
(a) was already in the public domain or known to the recipient party prior to receipt thereof;
(b) has been acquired by the recipient party from a third party having the right to convey the Confidential Information to the recipient party without breaching any obligation of confidentiality;
(c) has been independently developed by the recipient party;
(d) has been approved for release by prior written authorization by the owner of the Confidential Information; or
(e) is required by Applicable Law or rules of a relevant stock exchange to be disclosed.
16. Notices
Except as otherwise provided herein, notices permitted or required under the Agreement shall be in writing and will be delivered by personal delivery, email, facsimile transmission, or by certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices will be sent to the addresses and to the person indicated by the Customer.
17. Changes
CTM reserves the right to modify these Terms and Conditions at any time, provided it gives the Customer reasonable prior notice of such changes by posting the changes online at the CTM Official Homepage.
18. Governing law and jurisdiction
The Agreement is governed by the laws of the Macau Special Administrative Region of the People’s Republic of China (“Macau SAR”) and Customer submits to the jurisdiction of the courts of the Macau SAR.
19. Execution
The Customer agrees to be bound by the Agreement by appending his signature on the Service application form.
