Cloud Reseller Services Terms of Use

March 28, 2026

These Cloud Reseller Services Terms of Use ("Terms") govern access to and use of Cloud Services made available by K-WORKPLACE AND BUILDING SERVICES PTE. LTD ("KAST", "we", "us" or "our").

By accessing, using, or procuring any Cloud Services through KAST, including by placing an Order or using KAST’s platform, the customer ("Customer" or "you") agrees to be bound by these Terms.

If Customer does not agree to these Terms, Customer must not access or use the Cloud Services or ceasing to access immediately.

1. STRUCTURE OF TERMS

These Terms, together with any Orders and incorporated documents, form a binding agreement between KAST and Customer.
Each procurement of Cloud Services shall be governed by an Order placed through KAST’s platform, portal, or other electronic means.
In the event of conflict, the Order shall prevail solely with respect to pricing and commercial details expressly stated therein.

2. DEFINITIONS

"Cloud Services" means infrastructure, platform, software, and related services provided by third-party Providers and procured by Customer through KAST.
"Provider" means a third-party cloud service provider, including but not limited to Amazon Web Services, Google Cloud Platform, or similar providers.
"Provider Terms" means all agreements, policies, service level agreements, acceptable use policies, and other terms governing the use of Cloud Services as imposed by the Provider.
"Order" means any electronic or written order, subscription, or purchase made by Customer for Cloud Services.
"Platform" means KAST’s website, portal, or any system through which Cloud Services are accessed, managed, or procured.

3. CLOUD PROCUREMENT MODEL

KAST operates solely as a commercial reseller and procurement intermediary facilitating Customer’s access to Cloud Services.
Customer acknowledges and agrees that all Cloud Services are provided directly by the applicable Provider and not by KAST. The Providers retain full control over the design, operation, performance, and delivery of the Cloud Services.
KAST does not own, license, host, manage, or control the Cloud Services or any underlying infrastructure, networks, or systems used to provide the Cloud Services.
KAST may act as an authorised reseller or partner of certain Providers. However, KAST acts as an independent contractor and is not an agent, legal partner, or representative of any Provider, and has no authority to:
1. bind any Provider to any obligation;
2. modify, amend, or waive any Provider Terms; or
3. make any representations or warranties on behalf of any Provider.
Customer acknowledges that Cloud Services are third-party services and are outside the control of KAST. Accordingly, KAST shall not be responsible or liable for the availability, performance, security, or functionality of the Cloud Services.
Any rights or obligations relating to the Cloud Services are governed by the applicable Provider Terms. Customer’s use of the Cloud Services may give rise to a direct contractual relationship between Customer and the relevant Provider in respect of such services and as set out in the Provider Terms. Notwithstanding the foregoing, all billing, invoicing, and payment obligations in respect of the Cloud Services shall be governed solely by these Terms and shall be owed by Customer to KAST.
KAST shall have no liability for any act, omission, failure, or default of any Provider, including any suspension, termination, or modification of the Cloud Services by the Provider.
Customer acknowledges that it is procuring Cloud Services based on its own evaluation of the Providers and the Cloud Services, and not in reliance on any representation by KAST regarding the performance or suitability of the Cloud Services.

4. ORDERS AND PROCUREMENT

Customer may procure Cloud Services by submitting an Order through the Platform or other electronic means. Each Order constitutes an offer by Customer to procure the specified Cloud Services under these Terms.
KAST may accept or decline any Order at its discretion. An Order shall be deemed accepted by KAST upon written confirmation, invoicing, or commencement of provisioning or delivery of the relevant Cloud Services.
Where KAST commences provisioning or enables access to Cloud Services, Customer’s activation, access, or use of such Cloud Services constitutes acceptance of the applicable Order and these Terms, whether or not the Order has been formally executed.
These Terms shall exclusively govern all Orders, and any additional or inconsistent terms contained in any purchase order, procurement system, or other document issued by Customer shall not apply unless expressly agreed in writing by KAST.

5. ACCOUNTS AND ACCESS

Cloud Services may be provisioned via:
1. Customer-owned accounts; or
2. accounts linked to KAST’s Provider account or organization.
Customer is solely responsible for all activities conducted through its accounts.
Customer shall maintain the confidentiality and security of all credentials.
KAST shall have no responsibility for account configuration, administration, or security unless expressly agreed in writing.

6. PROVIDER TERMS AND THIRD-PARTY SERVICES

Customer’s access to and use of Cloud Services is subject to Provider Terms
Customer agrees to comply with Provider Terms at all times.
Provider Terms may be made available via the Provider’s website, the Platform, or as otherwise notified by KAST from time to time.
Compliance with Provider Terms is a condition to access and continued use of Cloud Services.
Any breach of Provider Terms constitutes a material breach of these Terms.
In the event of conflict, Provider Terms shall prevail with respect to Cloud Services.

7. ACCEPTABLE USE AND CUSTOMER RESPONSIBILITIES

Non-Exclusive Basis: Cloud Services are provided on a non-exclusive basis, unless expressly stated otherwise in an applicable Order.
General Use Restrictions: Customer shall:
1. use the Cloud Services strictly in accordance with applicable laws and regulations;
2. comply with these Terms, all Orders, and all applicable Provider Terms at all times;
3. use the Cloud Services for its internal business purposes; including to develop, host, and provide its own products and services to its end users, provided that Customer does not resell, sublicense, or make available the Cloud Services as a standalone service or as a competing cloud offering.
4. not use the Cloud Services to:
  - engage in any fraudulent, unlawful, or deceptive activity;
  - infringe or misappropriate any third party’s intellectual property or other rights;
  - transmit, store, or distribute any content that is unlawful, harmful, abusive, defamatory, obscene, or otherwise objectionable;
  - circumvent, disable, or interfere with security features of the Cloud Services or any related systems;
  - gain unauthorised access to any systems, networks, or data, including through hacking or similar activities;
5. ensure that its employees, contractors, and users comply with this Clause.
Provider-Specific Restrictions: In respect of Cloud Services, Customer shall:
1. comply with all applicable Provider Terms;
2. not copy, modify, reverse engineer, decompile, create derivative works of, resell (except as expressly permitted), or use the Cloud Services to develop or support a competing product or service;
3. not remove or obscure any proprietary notices of the Provider.
Customer is: solely responsible for:
1. all use of the Cloud Services under its accounts;
2. all configurations, deployments, and operations carried out using the Cloud Services; and
3. ensuring that its use does not violate any applicable law or Provider Terms.
Cooperation:
Customer shall provide all information and cooperation reasonably required by KAST to enable provisioning, billing, and administration of the Cloud Services.
Consequences of Non-Compliance:
Customer acknowledges that failure to comply with this Clause may result in:
1. suspension or termination of access to Cloud Services; and/or
2. action by the Provider, including suspension or termination of services.
KAST shall not be liable for any inability to provide or interruption of Cloud Services to the extent caused by Customer’s breach of this Clause.
Sanctions and Export Controls:
Customer represents and warrants that:
1. it is not subject to any trade sanctions or export restrictions imposed by applicable authorities; and
2. it will not use the Cloud Services in any manner that would cause KAST or any Provider to be in violation of applicable anti-corruption, sanctions, or export control laws.

8. INTELLECTUAL PROPERTY

Ownership of Cloud Services:
All Intellectual Property Rights in the Cloud Services are owned by the applicable Provider or its licensors. Except for the limited rights expressly granted under the applicable Provider Terms, Customer obtains no rights, title, or interest in the Cloud Services.
KAST Materials:
KAST retains all Intellectual Property Rights in any materials, documentation, tools, or content made available by KAST in connection with the procurement, billing, or administration of Cloud Services (“KAST Materials”). Subject to these Terms, KAST grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to use such KAST Materials solely for Customer’s internal business purposes in connection with its use of the Cloud Services.
Customer Data:
Customer retains all rights, title, and interest in and to its data, content, and applications (“Customer Data”). KAST does not access, view, or process Customer Data in the ordinary course of providing its services and does not monitor Customer’s use of the Cloud Services. To the extent KAST is required to access Customer Data (if at all), such access shall be:
1. limited to what is strictly necessary for provisioning, billing, or account administration purposes;
2. subject to Customer’s prior authorisation or instruction (where applicable); and
3. carried out in accordance with applicable laws and these Terms.
Customer acknowledges that Customer Data is primarily stored and processed within the Cloud Services by the applicable Provider, and KAST has no control over such data. KAST does not have independent access to Customer Data except where such access is expressly enabled by Customer.
Restrictions:
Customer shall not, and shall not permit any third party to:
1. copy, modify, or create derivative works of the Cloud Services except as permitted under applicable Provider Terms;
2. reverse engineer, decompile, or attempt to extract source code of any Cloud Services;
3. remove or obscure any proprietary notices of KAST or any Provider.
No Implied Rights:
Except as expressly set out in these Terms, no Intellectual Property Rights are transferred or licensed to Customer.
Use of Customer Name:
Unless Customer notifies KAST otherwise in writing, Customer grants KAST a non-exclusive, royalty-free right to use Customer’s name and logo solely for reasonable promotional purposes, including identifying Customer as a user of KAST’s services.

9. CONFIDENTIALITY

Definition:
“Confidential Information” means any non-public, confidential, or proprietary information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether in written, oral, electronic, or other form, including but not limited to pricing, Orders, business information, account details, and technical information relating to the Cloud Services.
Obligations:
The Receiving Party shall:
1. use Confidential Information solely for the purposes of performing or receiving services under these Terms;
2. not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations; and
3. protect Confidential Information using reasonable care, and in any event no less than the care it uses to protect its own confidential information.
Exclusions:
Confidential Information does not include information that:
1. is or becomes publicly available without breach of these Terms;
2. was lawfully known to the Receiving Party prior to disclosure;
3. is independently developed without use of the Confidential Information; or
4. is lawfully received from a third party without restriction.
Compelled Disclosure:
The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that (to the extent legally permitted) it gives prior notice to the Disclosing Party.
Provider Information:
Customer acknowledges that certain information relating to the Cloud Services may be subject to Provider Terms and confidentiality obligations imposed by the applicable Provider.
Survival:
This Clause shall survive termination of these Terms.

10. FEES, BILLING AND PAYMENT

Fees
Customer shall pay all fees specified in the applicable Order.
Billing Basis
Fees may be based on usage, subscriptions, or other pricing models as set out in the applicable Order. KAST shall invoice Customer based on charges incurred from the relevant Provider, as reflected in the applicable Order.
Payment Terms
Customer shall pay all undisputed invoices in full as per the due date mentioned on the invoice, without set-off, deduction, or withholding.
Non-Payment
If Customer fails to pay any amount when due, KAST may, without limiting any other rights:
1. suspend access to the Cloud Services; and/or
2. charge interest on overdue amounts at a reasonable rate permitted by law.
Customer remains liable for all charges incurred prior to suspension or termination.
Disputed Invoices
If Customer disputes any portion of an invoice:
1. Customer must notify KAST in writing within [10] days of the invoice date, providing reasonable details of the dispute;
2. Customer shall pay all undisputed amounts in accordance with this Clause; and
3. the parties shall work in good faith to resolve the dispute promptly.
Pending resolution, KAST may continue to suspend or restrict access to the Cloud Services for non-payment of undisputed amounts.
Adjustments
KAST may invoice for any adjustments, corrections, or additional charges arising from Provider billing, including delayed or revised charges from the Provider.
Provider Dependency
Customer acknowledges that billing for Cloud Services is dependent on information provided by the relevant Provider, and KAST shall not be responsible for any inaccuracies in Provider billing, except to the extent caused by KAST’s error.

11. THIRD-PARTY SERVICES DISCLAIMER

Cloud Services are provided by Providers.
KAST makes no representations or warranties regarding Cloud Services
KAST shall have no liability for any act, omission, failure, or default of any Provider.

12. DATA PROTECTION AND PRIVACY

Roles of the Parties : Customer acknowledges that Cloud Services are provided by the applicable Provider and that any processing of Personal Information in connection with the Cloud Services is primarily carried out by the Provider under the applicable Provider Terms. KAST does not provide data processing services and does not control the manner in which Customer Personal Information is processed within the Cloud Services.

Limited Handling by KAST: To the extent KAST collects, uses, or otherwise processes any Personal Information (including for account management, billing, or provisioning purposes), KAST shall:
1. comply with applicable data protection and privacy laws; and
2. process such Personal Information solely as necessary to perform its obligations under these Terms.

Customer Obligations
Customer shall:
1. comply with all applicable data protection and privacy laws in its use of the Cloud Services;
2. ensure that it has all necessary rights, consents, and legal bases to provide any Personal Information to KAST and/or the Provider; and
3. be solely responsible for the lawfulness, accuracy, and use of all Personal Information processed through the Cloud Services.

Provider Processing
Customer acknowledges and agrees that:
1. Personal Information may be processed by the Provider in accordance with the applicable Provider Terms; and
2. Customer is responsible for reviewing and accepting such Provider Terms, including any data processing or privacy terms imposed by the Provider.

Disclosure to Providers
Customer authorises KAST to disclose Customer Data and any Personal Information to the relevant Provider to the extent reasonably necessary to provision, administer, or support the Cloud Services.

Access via Third-Party Accounts
Where Customer provides KAST with access to any systems, accounts, or environments (including cloud consoles or third-party tools), Customer retains full control over such access and is responsible for granting and revoking access permissions.

No Liability for Provider Processing
KAST shall not be responsible for any processing of Personal Information carried out by any Provider.

13. LIMITATION OF LIABILITY AND INDEMNIFICATION

Limitation of Liability
1. Subject to this Clause, each party’s total aggregate liability to the other arising out of or in connection with these Terms or any Order (whether in contract, tort (including negligence), misrepresentation, indemnity or otherwise) shall not exceed the total Fees paid or payable by Customer to KAST during the twelve (12) months immediately preceding the event giving rise to the claim.
2. Where liability arises from matters not limited to a single Order, the aggregate liability shall not exceed the total Fees paid or payable across all relevant Orders during the same twelve (12) month period.
3. The liability caps set out in this Clause apply in the aggregate to all claims and shall not apply separately per claim, incident, or series of related claims.

Reduction of Liability
To the extent permitted by law, a party’s liability shall be reduced proportionately to the extent that the loss or damage was caused or contributed to by the acts, omissions, or breach of the other party or its personnel.

Exclusion of Certain Losses
1. To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, or consequential loss, including loss of profits, revenue, business, goodwill, or data.
2. Without limiting the foregoing, KAST shall not be liable for any:

failure, interruption, delay, or degradation of the Cloud Services;
loss of data or security breach occurring within the Cloud Services;
acts or omissions of any Provider; or
failures of third-party infrastructure, networks, or systems outside KAST’s reasonable control.

Provider-Specific Limitations
1. Customer acknowledges that Cloud Services are provided by third-party Providers and that KAST’s liability in connection with such Cloud Services is strictly limited.
2. To the maximum extent permitted by law:

KAST’s liability relating to Cloud Services shall not exceed the amounts (if any) that KAST is entitled to recover from the relevant Provider in respect of the same matter; and
KAST shall have no liability under any agreement entered into directly between Customer and a Provider.
Cloud Services are provided on an “as is” and “as available” basis, except to the extent expressly stated in applicable Provider Terms.

Non-Excludable Liability
Nothing in these Terms limits or excludes either party’s liability for:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. wilful misconduct;
4. any liability which cannot be lawfully limited or excluded; or
5. Customer’s obligation to pay Fees.

Indemnification by KAST
1. KAST shall indemnify Customer against losses finally awarded by a court of competent jurisdiction arising from third-party claims to the extent directly resulting from:
  1. KAST’s material breach of these Terms; or
  2. a claim that KAST is not authorised to resell the Cloud Services to Customer.
2. KAST shall also indemnify Customer against third-party claims that Customer’s authorised use of KAST Materials (excluding Cloud Services) infringes such third party’s intellectual property rights.
3. In the event of such claim, KAST may, at its option:
  1. modify the relevant materials to make them non-infringing;
  2. replace them with functionally equivalent alternatives;
  3. procure the right for Customer to continue using them; or
  4. terminate the affected Order and refund prepaid Fees for the unused portion.
4. This Clause sets out Customer’s sole and exclusive remedy for such claims.
5. KAST shall have no liability under this Clause to the extent the claim arises from:
  1. any Cloud Services, including their performance, availability, security, or functionality, or any act or omission of the applicable Provider;
  2. Customer’s use, misuse, or configuration of the Cloud Services;
  3. any modification not made by KAST;
  4. any combination with third-party products or services not authorised by KAST; or
  5. use outside the permitted scope of these Terms or the applicable Provider Terms.

Indemnification by Customer
Customer shall indemnify, defend, and hold harmless KAST and its personnel from and against all claims, losses, liabilities, and expenses arising out of or in connection with:
1. Customer’s breach of these Terms or any applicable Provider Terms;
2. Customer’s use of the Cloud Services in violation of applicable law or third-party rights;
3. any data, content, or materials uploaded, stored, or processed by or on behalf of Customer through the Cloud Services;
4. any act or omission of Customer that results in a claim by a Provider against KAST; or
5. Customer’s failure to obtain required rights, consents, or authorisations in connection with its use of the Cloud Services.

Indemnification Process
The indemnification obligations under this Clause are subject to:
1. prompt written notice of the claim;
2. reasonable cooperation by the indemnified party; and
3. the indemnifying party having sole control of the defence and settlement, provided that no settlement imposes liability or obligations on the indemnified party without its prior written consent.

14. SUSPENSION AND TERMINATION

Suspension:
KAST may suspend access to Cloud Services immediately if:
1. Customer fails to pay fees;
2. Customer breaches these Terms or Provider Terms;
3. required by a Provider or applicable law; or
4. Provider suspends or restricts access.

Vendor-Driven Actions
KAST may suspend or terminate access where a Provider:
1. suspends, restricts, or terminates services;
2. ceases to offer the Cloud Services; or
3. requires such action under its terms or applicable law.

Termination
KAST may terminate these Terms or any Order:
1. for material breach (if not cured within [10] days where capable); or
2. immediately where required by a Provider or due to risk exposure.

Effect of Termination
Upon termination or expiry:
1. KAST shall invoice Customer for all fees, charges, and usage incurred up to the effective date of termination, including any charges subsequently billed to KAST by the relevant Provider in respect of the period prior to termination;
2. Customer shall pay all such amounts in accordance with the applicable invoice and the payment terms set out in these Terms or the relevant Order; and
3. Customer remains liable for all usage of the Cloud Services incurred prior to termination, regardless of when such usage is invoiced.
4. all outstanding fees from the Customer become immediately due for payment within 7 days of the termination or expiry
5. access to Cloud Services may be terminated by KAST or the Provider.

Transition
Where reasonably possible, KAST may assist in transitioning Customer to a direct relationship with the Provider, without obligation or liability.

Survival
The following provisions shall survive termination or expiry of these Terms and any Order, together with any other provisions which by their nature are intended to survive:
1. Fees, billing, and payment obligations;
2. Limitation of liability and exclusions of liability;
3. Indemnification obligations;
4. Intellectual property rights and ownership provisions;
5. Confidentiality obligations;
6. Data protection and privacy obligations;
7. Acceptable use and compliance with Provider Terms (to the extent applicable to prior use);
8. Any accrued rights, remedies, or liabilities of either party; and
9. General provisions relating to governing law, jurisdiction, and dispute resolution.

15. NON-SOLICITATION

Neither party shall solicit the other party’s employees directly involved in the relationship during the term and for 12 months thereafter, without prior written consent. This restriction shall not apply to general hiring not specifically targeted.

16. FORCE MAJEURE

To the extent a Force Majeure Event or any similar event results in a failure, interruption, or degradation of the Cloud Services:

any service level commitments and associated service credits, rebates, or compensation shall be governed solely by the applicable Provider Terms;
KAST shall have no obligation to provide any service credits, rebates, or compensation except to the extent that such credits are actually received by KAST from the relevant Provider;
where KAST receives such credits from a Provider that are attributable to Customer, KAST shall apply or pass through such credits to Customer in accordance with its billing practices or the applicable Order; and
Customer acknowledges that KAST has no control over the Provider’s determination of service level failures or entitlement to any service credits.

17. TAXES

Fees are exclusive of applicable taxes. Customer shall be responsible for all applicable taxes, duties, or levies arising from its purchase or use of Cloud Services, except taxes based on KAST’s income.

18. GENERAL

Entire Agreement
These Terms and all Orders constitute the entire agreement and supersede all prior discussions.

No Reliance
Customer acknowledges that it has not relied on any representation not expressly set out in these Terms.

Assignment
Customer may not assign these Terms without KAST’s prior written consent. KAST may assign, transfer, or novate its rights and obligations under these Terms, in whole or in part, without the consent of Customer.

Subcontracting
KAST may engage third parties in connection with its obligations. Providers are not subcontractors of KAST.

Severability
If any provision of these Terms or an Order is held to be invalid or unenforceable, it shall be modified to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Governing Law
These Terms shall be governed by the laws of Singapore, and courts of Singapore shall have exclusive jurisdiction.

Amendments
KAST may modify these Terms from time to time. Updated Terms will be made available on the Platform, and continued use of the Cloud Services after such updates constitutes acceptance of the modified Terms.