PLEASE READ THE TERMS OF THIS NOTICE AND THE NOVATION AGREEMENT BELOW CAREFULLY BEFORE CLICKING THE “I ACCEPT” BUTTON TO CONFIRM YOUR ACCEPTANCE OR CLICKING THE “I REJECT” LINK TO SUBMIT YOUR REJECTION CONFIRMATION. YOUR ACCEPTANCE OR REJECTION IS IRREVOCABLE.
NOTICE OF INTENDED NOVATION TO EXABYTES NETWORK (SINGAPORE) PTE. LTD.
As a result of an asset purchase agreement dated 1 DECEMBER 2022, APC HOSTING PTE. LTD. (Company Registration No. 201012420W), a company incorporated in Singapore with a registered address at 701 Geylang Road, #04-03, Teambuild Centre, Singapore (389687),intends to transfer and novate its rights and obligations under the Contract (as defined in the novation agreement below (the “Agreement”)) with you to EXABYTES NETWORK (SINGAPORE) PTE. LTD. (Company Registration No. 201014969M), a company incorporated in Singapore with a registered address at 140 Paya Lebar Road, #08-02, AZ @ Paya Lebar, Singapore (409015),in accordance with the Agreement (“Novation”).
Please indicate your acceptance or rejection in the following manner by 31 DECEMBER 2022(or such later date as may be notified to you by us)(“Deadline”), otherwise this notice will terminate automatically and be of no effect:
(a) IF YOU WISH TO ACCEPT THE NOVATION - if you agree to and accept the terms and conditions contained in the Agreement, please click on the “I Accept” button on the check box presented with this notice (“Acceptance”). Both APC HOSTING PTE. LTD. and EXABYTES NETWORK (SINGAPORE) PTE. LTD. have agreed to and accepted the terms and conditions contained in the Agreement in respect of your Contract and the Agreement will take effect at the Effective Time (as defined in the Agreement).
(b) IF YOU WISH TO REJECT THE NOVATION - if you reject the terms and conditions contained in the Agreement, please click on the “I Reject” link at the bottom of this agreement presented with this notice (“Rejection”), to submit your rejection confirmation. In the case of Rejection, the Agreement will not apply to your Contract and APC HOSTING PTE. LTD. hereby inform you that it will proceed to terminate the Contract with you with effect from the date to be stipulated in its notice of termination to you and upon such termination refund to you such amount of the subscription price paid by you for the remaining balance of your subscription period (calculated on a proportionate basis). For the avoidance of doubt, please take note that EXABYTES NETWORK (SINGAPORE) PTE. LTD. does not commit to and shall not be expected or required to take over or assume any duties, obligations or liabilities whatsoever in respect of your Contract including the termination thereof, all of which shall remain absolutely with APC HOSTING PTE. LTD.
We recommend that you print a copy of these terms for future reference.
NOVATION AGREEMENT BETWEEN APC HOSTING PTE. LTD., EXABYTES NETWORK (SINGAPORE) PTE. LTD. AND YOU
THIS NOVATION AGREEMENT DOES NOT APPLY TO YOUR CONTRACT UNLESS YOU CLICK THE “I ACCEPT” BUTTON BY THE DEADLINE
It is agreed as follows:
In this Agreement:-
(a) “Acceptance” has the meaning specified in the notice of intended novation above.
(b) “APA” means the asset purchase agreement dated 1 DECEMBER 2022 between the Outgoing Party and the Incoming Party.
(c) “Completion” means the completion of the sale and purchase transaction under the APA;
(d) “Contract” means each of the agreements between the Remaining Party and the Outgoing Party for the provision of any one or more of the following services to the Remaining Party, to the extent that at the Effective Time it remains to be completed or performed:-
(i) hosting: web hosting and reseller hosting;
(ii) servers: cloud VPS servers, dedicated serves, server colocation, WordPress hosting and developer hosting;
(iii) domains: domains’ registration, renewal and transfer; and
(iv) services: SSL/TLS certificates, web security platform, server management, email spam filtering, Microsoft Office 365, Microsoft Exchange Online, Google Workspace, Microsoft Hosted Exchange, DNS Hosting and FTP Hosting.
(e) “Effective Time” means the later of the time of (i) your Acceptance or (ii) the Completion, which will be notified to you by the Incoming Party upon occurrence of the aforesaid Completion.
(h) “Privacy Laws” means the Personal Data Protection Act 2010 of Singapore and where applicable, any laws of other jurisdiction concerning rights in respect of privacy and personal data.
(i) “Remaining Party” means you, subject to your Acceptance.
2 Effective Time
2.1 This Agreement (except for Clause 1 (Definitions), Clause 4.2 (Personal Data) and Clause 6 (Miscellaneous)) comes into effect at the Effective Time.
2.2 Clause 1 (Definitions), Clause 4.2 (Personal Data) and Clause 6(Miscellaneous) come into effect upon your Acceptance.
3. Warranties and representations as to the Contract
3.1 Each of the Outgoing Party and Remaining Party warrants and represents to the Incoming Party, as at the time of the Remaining Party’s Acceptance and as at the Effective Time, that:
(a) the Contract was entered into by the Remaining Party’s subscription of services at the web portal accessible from, identifiable by or operated at https://www.apc.sg and solely on terms and conditions published on https://www.apc.sg/legal (version 14 May 2018);
(b) the Contract is in force and existence and has not been amended;
(c) the Remaining Party has fully paid to the Outgoing Party the subscription price for the entire subscription period under the Contract;
(d) it has not assigned, novated or otherwise transferred any of its rights, benefit and obligations under the Contract to a third party or created any other interest in the Contract in favour of a third party; and
(c) it is not, nor (as far as it is aware) is any other party to the Contract, in breach of, or default under, the Contract and that it has not received notice of any intention to terminate the Contract, and that it is not aware of any facts or circumstances, which are likely to give rise to such breach or default, or the Contract becoming invalid, rescinded, avoided, terminated or repudiated or any allegation of such matters.
4 Novation, transfer and release
4.1 With effect from the Effective Time, subject to Clause 5 (Obligations, claims and indemnity):
(a) the Outgoing Party novates and transfers all its rights and obligations in and under the Contract to the Incoming Party;
(b) the Incoming Party will enjoy the rights and benefits of the Outgoing Party under the Contract and all references to the Outgoing Party in the Contract will be construed as references to the Incoming Party;
(c) the Incoming Party undertakes to each of the Outgoing Party and Remaining Party to perform and comply with any remaining obligations and other provisions (which were not due to be satisfied prior to the Effective Time) under the Contract and to be bound by the terms of the Contract in every way as if the Incoming Party were the original party to the Contract in place of the Outgoing Party;
(d) the Remaining Party consents to the novation and transfer as set out in this Agreement and agrees to perform and comply with any remaining obligations and other provisions (which were not due to be satisfied prior to the Effective Time) under the Contract and to be bound by the terms of the Contract in every way as if the Incoming Party were the original party to the Contract in place of the Outgoing Party;
(e) each of the Outgoing Party and the Remaining Party mutually releases and discharges each other from all of their respective future obligations under the Contract; and Bookmark
(f) each of the Outgoing Party and the Remaining Party releases and discharges each other from any and all liability, claims and demands (whether in contract, tort or otherwise and whether known or unknown to it) in respect of the Contract arising after the Effective Time (including claims for negligence), and the Remaining Party accepts the liability of the Incoming Party under the Contract in every way as if the Incoming Party were a party to the Contract in place of the Outgoing Party.
4.2Personal Data. Without prejudice to the Incoming Party’s rights under applicable Privacy Law, the Remaining Party hereby consents to:
(a) the transfer of personal data about the Remaining Party by the Outgoing Party to the Incoming Party; and
(b) the collection, use and disclosure of the personal data about the Remaining Party by the Incoming Party for the purposes permitted under the Contract or any applicable Privacy Law.
5 Obligations, claims and indemnity
5.1 Nothing in this Agreement shall prohibit or affect any claim or demand (whether in contract, tort or otherwise and whether known or unknown to it) in relation to the Contract which either the Outgoing Party and/or the Remaining Party may have against the other in respect of any matter in relation to the Contract arising before the Effective Time. For the avoidance of doubt, notwithstanding anything to the contrary herein contained, the Outgoing Party shall remain solely liable to the Remaining Party in respect of any duties, obligations and liabilities whatsoever under or arising from the Contract which are attributable to the period prior to the Effective Time.
5.2 The Outgoing Party fully indemnifies the Incoming Party at all times for and against all and any claims, demands, damages, losses, costs (including legal and other professional costs), outgoings and liabilities of whatever nature (whether reasonably foreseeable by the Parties or otherwise, to the exclusion of the rules of remoteness and mitigation) which may arise out of or be occasioned or suffered or incurred or made by the Incoming Party in consequence of or in connection with any act or omission of the Outgoing Party relating to the Contract arising before the Effective Time.
6.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or its formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of Singapore.
6.2 The parties irrevocably agree that the courts of Singapore have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
6.3 Each of the parties hereto shall bear its own legal and other professional costs and expenses incurred in connection with the preparation and execution of this Agreement.
6.4 Save as provided in this Agreement (if any), a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 (2020 Revised Edition) to enforce or to enjoy the benefit of any term of this Agreement.
6.5 Upon any termination of the APA prior to the Effective Time, this Agreement shall automatically terminate and be of no further effect.
6.6 If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected.
[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
If you wish to ACCEPT the novation, please check “I agree” and click on the “Agree & continue” button.
If you wish to REJECT the novation, please click on “I Reject” link to submit your rejection confirmation.
If you need any clarification on the novation, you may contact us at firstname.lastname@example.org.