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Service Specific Terms & Conditions – Software Defined Wide Area Network Service

 

Version [17 September 2020]

  1. General

    1. Service(s): Software Defined Wide Area Network Service.
    2. You: Business Customer signing up for the Service(s).
    3. The use of the Service(s) is subject to the General Terms & Conditions (“GTC”), Service Specific Terms & Conditions (“SSTC”), Summary Terms & Conditions (“STC”), Maxis Fair Usage Policy and any other applicable terms and conditions, all at https://business.maxis.com.my/terms-conditions/business/.
    4. Capitalised terms herein have the same meaning as defined in the GTC.
    5. Any conflict or inconsistency between this SSTC, the GTC and the STC, shall be construed in the following order of precedence: (a) this SSTC; (b) SSTC for connectivity provided by Maxis; (c) GTC; and (d) STC.
       
  2. Definitions and Interpretation

    1. Unless the context otherwise requires, the highlighted words shall have the following meanings:
      “Configuration Change Request” means request raised by you to make changes to the policy or setting or configuration of the Service(s).“License” means the license for the Software.
      “Minimum Period of Service” means the minimum period of the Service(s) and/or any additional Service(s) for twelve (12) months commencing from the Service Commencement Date unless otherwise agreed between you and Maxis.
      “Outage Period” means the period commencing from the earlier of: (a) the time a service affecting fault is reported by you to Maxis Fault Management Centre and which has been accordingly acknowledged as a fault by Maxis up to the time the Service is restored; or (b) the time a service affecting fault is detected by Maxis’ Fault Management Centre up to the time the Service is restored.
      “SD-WAN” means Maxis Software Defined Wide Area Network Service connecting all the Sites subscribing to this service, comprises of (1) overlay software configuration and control over a controller at the cloud with the License, (2) SD-WAN CPE to be installed at each Site, (3) connectivity to each Site, and (4) Maxis management and support of the Service, including the Configuration Change Request.
      “SD-WAN CPE” means the device(s), equipment and Software to be provided, installed and maintained by Maxis at your Sites in order to use the SD-WAN.
      “Service Commencement Date” means the date on which Maxis notifies you that the Service(s) is ready for use upon completion of the user acceptance test. The Service(s) is deemed accepted by you three (3) working days from the date of submission of the Service Acceptance Form by Maxis to you.
      “Site(s)” means the premise(s) designated by you under “Installation Address” segment in the Registration Form, including the building(s) where the premise(s) is located, under or through which the Maxis Equipment is to be placed for the provisioning of the Service(s).
      “SLA” means the service levels agreement, which is the service availability of a particular site connecting to the SD-WAN, expressed as [(24xM)–O]/[24xM]x100, where M = number of days in one (1) calendar month, O = Outage Period in hours.
      “Software” means any Software programmes provided to you as part of or through Maxis Equipment, the Service(s) and/or the additional Service(s), or which allows you to access or use the Service(s) and/or the additional Service(s), including any Software upgrades or updates.

  3. Provision of the Service(s)

    1. Subject to acceptance by Maxis, Maxis will provide the Service(s) at the Site(s) as requested by you. Availability of the SD-WAN services can only be confirmed after the order is processed and the feasibility check has been completed. A positive coverage check prior to ordering does not guarantee that the availability of the Service and speed. Maxis will notify you in such cases and endeavour to provide an alternative if possible.
    2. Unless otherwise provided herein, the Service(s) shall not include the provision or maintenance of any other equipment or software required by you to connect to the Service(s).
    3. If you subscribe to SD-WAN as part of a bundle with other Maxis connectivity services, the SSTCs for the other Maxis connectivity shall apply. Maxis has the right to discontinue using a particular brand and model of Maxis Equipment with its respective License (if any) due to supplier’s EOL (End of Life) of that equipment.
    4. The SLA for the Services may vary depending on the packages as set out in the Registration Form..
    5. You further agree to indemnify, defend, hold harmless Maxis and its respective officers, directors, employees, contractors and agents against and from any loss, theft, debt, liability, damage, obligation, claim, demand, or settlement including without limitation all reasonable costs and expenses arising out of, or resulting from any SD-WAN CPE loss or damage.

  4. The service(s) with third party connectivity provided by OLO (other local operators) (“Third Party Connectivity”)

    1. Your use of the Third Party Connectivity for the Service(s) shall be subject to the approval of Maxis at its sole and absolute discretion and on a case-to-case basis.
    2. If the connectivity is supplied by a third party service provider (“Third Party Service Provider”), Maxis will not have access to the monitoring and management of the Third Party Connectivity and/or the third party equipment. Maxis does not provide any support and/or SLA for the Third Party Connectivity and the third party equipment and Maxis shall not be liable to you for losses due to delay of restoration of the Third Party Connectivity by the Third Party Service Provider. In such a case, you shall be solely responsible for the usage of the Third Party Connectivity and the third party equipment and you shall ensure that there will be adequate bandwidth provided by the Third Party Service Provider for the Service(s).
    3. Maxis does not offer any warranties or representations for the Third Party Connectivity and the third party equipment where Maxis is not the service provider. You are advised to refer to any applicable third party usage terms provided by the Third Party Service Provider.
    4. You acknowledge that:
      1. your use of any Third Party Connectivity (including intellectual property) is conditional upon your acceptance and compliance with the relevant third party usage terms, where applicable;
      2. the third party usage terms may be amended from time to time by the Third Party Service Provider. If you do not accept the amended third party usage terms, you must cancel and terminate the Third Party Connectivity. If you do not comply with, or respond to a request from Maxis and/or the Third Party Service Provider to accept, agree or comply with, the third party usage terms and/or any amendments thereof, Maxis has the right to deny you access to the SD-WAN CPE;
      3. where Third Party Connectivity is bundled with the Service(s) and Maxis is required to keep records of and provide details of your use of the Service(s) to the Third Party Service Provider, you authorise Maxis to do so;
      4. where applicable, Maxis will invoice you for the Third Party Connectivity;
      5. in the event that the Third Party Service Provider ceases to supply the third party products or services for any reason, your use of the Third Party Connectivity will be terminated; and
      6. your use of the Third Party Connectivity will involve the collection and processing of data and information, which may include personal information. You, Maxis and the Third Party Service Provider are severally responsible for compliance with the relevant laws relating to privacy and Maxis and the Third Party Service Provider will manage such data in accordance with their respective policies and procedures.
    5. Any liability arising from your loss caused by the Third Party Connectivity provided by the Third Party Service Provider which is supplied by Maxis, whether in contract, tort (including negligence), statute, under an indemnity or otherwise, is excluded by Maxis to the extent permitted by law, and is governed by the third party usage terms between you and the Third Party Service Provider.
    6. Maxis shall not be responsible for any loss, damage, liability or expenses arising from any claims whatsoever, including but not limited to cyber terrorism, invasion of privacy, infringement of intellectual property rights or breach of any law or regulation arising from the use of the Third Party Connectivity, whether by you or any other person.
    7. Where you use Third Party Connectivity that is not supplied to you by Maxis, you are responsible for ensuring you obtain all necessary approvals and licences to authorise your use of the Third Party Connectivity in conjunction with the Service.

  5. The service(s) with wireless backup (4G/3G) (“Wireless Back”)

    1. The Wireless Backup is only valid for the subscription of certain packages of the Service(s) as set out in the Registration Form and it is to be used on the Maxis Equipment only.
    2. In the event of outage, while waiting for the Service(s) to be restored, you will be automatically connected to temporary internet through the SD-WAN CPE via Wireless Backup. However, the existing Fixed IP address will not be applicable via Wireless Backup until Service(s) is fully restored.
    3. You are strictly not allowed to remove the Maxis Equipment (including any SIM Card) from the Residential Gateway (RGW) without Maxis’ written permission. In the event that Maxis Equipment (including any SIM Card) is lost, broken or removed or Maxis detects that the Maxis Equipment (including any SIM Card) is not being used at the Site(s), you will be charged accordingly for the replacement and delivery of Maxis Equipment as well as any additional usage charges, where applicable. The charges will appear in the next monthly bill.
    4. If you fail to comply with Clause 5.1.3 above and the network is interrupted or disrupted, Maxis shall not be liable for any loss, damage, liability or expenses suffered by you.
    5. Wireless Backup is offered as a bundled package. Suspension or barring or termination of the Service(s) will also cause the Wireless Backup to be suspended or barred or terminated at the same time.

  6. Value Added Services
    All Value Added Services are optional as an add-on with applicable charges as set out in the Registration Form.

    1. The Service(s) with Advanced Security (“Advanced Security”) or WAN Health (“WAN Health”)
      1. The Advanced Security or WAN Health is provided by Meraki LLC, a wholly-owned subsidiary of Cisco Systems, Inc. (“Cisco”). In addition to and not in derogation of the GTC, Maxis excludes all liabilities related to Advanced Security and WAN Health and Maxis shall not be responsible for any loss, damage, liability or expenses arising from any claims whatsoever, including but not limited to cyber terrorism, invasion of privacy, infringement of intellectual property rights or breach of any law or regulation arising from the use of the Advanced Security or WAN Health, whether by you or any other person. Risk passes to you immediately upon activation of the Advanced Security or WAN Health.
      2. Technical or customer support for the Advanced Security or WAN Health will be provided by Maxis via a 24 hours/ 365 days toll free helpdesk support.
      3. We do not control or endorse the content, messages or information found in Cisco and, therefore, we specifically disclaim any liability with regard to the Advanced Security or WAN Health and any actions resulting from your use of the Advanced Security or WAN Health.
      4. We are not liable for any unauthorised access or use of the Advanced Security or WAN Health (notwithstanding the cause of such unauthorised access) and for any loss or damage due to loss of your information and/or data and shall have no obligation to back up or manage the data/information.
      5. We do not recommend the use of the Advanced Security or WAN Health where the risk of non-connection or loss of connection of the Advanced Security or WAN Health carries a material risk. We will not be held responsible for any loss or damage that you or any third parties might sustain as a result of the use of the Advanced Security or WAN Health by you. Accordingly you may only use the Advanced Security or WAN Health if you accept all such risk and insure accordingly.
      6. Maxis and Cisco hereby grant you the License to use the Advanced Security or WAN Health. The Advanced Security or WAN Health shall remain the property of Cisco at all times and the ownership of the Advanced Security or WAN Health does not at any time pass to you.
      7. You acknowledge and agree that you shall:
        1. adhere to the terms and conditions herein and at https://meraki.cisco.com/support/#policies:eca;
        2. not carry out or permit to be carried out any additions, improvements, adjustments, modifications, alterations or replacements to the Advanced Security or WAN Health without the prior consent of Cisco or Maxis;
        3. retain the Advanced Security or WAN Health at all times in the custody and control of yourself and not permit any third party to use the Advanced Security or WAN Health. The use of the Advanced Security or WAN Health by any third party shall be deemed to be use of the Advanced Security or WAN Health by you;
        4. be solely responsible for any data transmitted or broadcasted (whether authorised by you or not) and the security of any data/information retrieved, stored or transmitted and managing the use of the storage capacity for your data/information to ensure it is within the capacity allocated to you. We are not liable for any unauthorised access to any data/information notwithstanding the cause of such unauthorised access and shall have no obligation to back up or manage the data/information;
        5. use all precautions to prevent, and report immediately to us and/or Cisco upon the discovery of, any fraud, unauthorised usage, or any other unlawful acts. You agree to lodge a police report whenever instructed by us and/or Cisco and to give us and/or Cisco a certified copy of such report;
        6. not use or permit the use of the Advanced Security or WAN Health or install, connect, link or use or permit the installation, connection, linking or use of any equipment in contravention of any law or which generates or is likely to generate traffic or usage which causes or is likely to cause congestion in or disruption to the provision or operation of any service by us or any other service provider;
        7. use the Advanced Security or WAN Health according to the specifications, guidelines and recommendations and shall immediately disconnect or cease to use the Advanced Security or WAN Health at the request of Maxis and/or Cisco; and
        8. ensure that all other equipment and software used in connection with the Advanced Security or WAN Health or any part thereof are compatible and can properly function.
      8. The full terms and conditions of the Advanced Security or WAN Health, which can be found at https://meraki.cisco.com/support/#policies:eca, shall be applicable and read together with this SSTC and the Agreement.
      9. Suspension or termination of the Service(s) will also cause the Advanced Security or WAN Health to be suspended or terminated at the same time.
    2. The Service(s) with Managed WiFi AP (“Managed WiFi AP”)
      1. The Managed WiFi AP with one unit (1) access point and one (1) unit of License is as set out in the Registration Form.
      2. The Managed WiFi AP will be enrolled into the advanced hardware replacement program as long as it is within the Minimum Period of Service.
      3. The minimum subscription period for the Managed WiFi AP will be set out in the Registration Form.
      4. Suspension or termination of the Managed WiFi will not affect the Service(s).
    3. The Service(s) with Managed Switch (“Managed Switch”)
      1. The Managed Switch with one (1) unit of switch and one (1) unit of License is as set out in the Registration Form.
      2. The Managed Switch will be enrolled into the advanced hardware replacement program as long as it is within the Minimum Period of Service.
      3. The minimum subscription period for the Managed Switch will be set out in the Registration Form.
      4. Suspension or termination of the Managed Switch will not affect the Service(s).

  7. Additional Features & Requirements

    1. All additional or value added Service(s) offered with the Service(s) will be available to you as long as you subscribe to the Service(s).
    2. You may upgrade your SD-WAN bundle or plan to another higher SD-WAN bundle or plan priced at a higher Monthly Recurring Charges during the Minimum Period of Service.
    3. You are not allowed to downgrade your SD-WAN bundle or plan during the Minimum Period of Service. If you downgrade the Service(s) before the expiry of the Minimum Period of Service, you agree to pay Maxis the Early Termination Charge.
    4. If you completed the Minimum Period of Service, you may downgrade or upgrade your plan and there will be a one-time fee payable for any downgrade or upgrade of plans.
    5. In the event of any downgrade or upgrade of bundles or plans by you, the contract will be renewed for a fresh twelve (12) month period.

  8. Charges

    1. The monthly recurring Charges for the Service(s) and/or any additional Service(s) shall be at the rates as offered to you by Maxis (“Monthly Recurring Charges”). The billing for each Site shall commence from the Service Commencement Date. You are responsible for payment of all Monthly Recurring Charges associated with the Service(s) and/or any additional Service(s).
    2. If you request for a change in the Service Commencement Date, Maxis may charge you its prevailing administrative fees to affect the change.
    3. Where applicable, you shall pay Maxis a one-time installation Charge (“OTC”) at the prevailing rates set by Maxis. An additional charge may be added to the OTC if installation is delayed, postponed, aborted or fails due to your act, omission or negligence, including but not limited to; no access to the Sites, incorrect/missing internal cabling and/or power facilities and wrong environmental conditions.
    4. You shall be responsible for all telecommunications charges arising from any service(s) provided by the Third Party Service Provider to establish a leased line connection to the Service(s). You acknowledge and agree that when a call to access the Service(s) is made from the facilities provided by the Third Party Service Provider, you are solely responsible for any charges imposed by the Third Party Service Provider.

  9. Equipment

    1. You are responsible, at all times, for the safety of our equipment in your Site.
    2. The Equipment, router, dongle, dect phone, modem (comprising either the Optical Network Terminal (“ONT”) or Broadband Termination Unit (“BTU”), as the case may be), LTE modem, SD-WAN CPE, WiFi AP, switch and such other Equipment provided to you remain Maxis’ property and belong to Maxis (collectively referred to as “Maxis Equipment”).
    3. The Maxis Equipment provided on installation has a warranty that is reflective of your specific contract with Maxis.
    4. We are only responsible to configure and maintain Maxis Equipment at all times.
    5. Maxis has the right to discontinue a particular brand and model of Maxis Equipment and the associated License (if any) due to the End of Life (EOL) of that Maxis Equipment.
    6. The Maxis Equipment are Maxis’ property. Maxis Equipment must be returned at the end of contract or upon any termination, in good working condition as when it was delivered to you (fair, wear and tear excepted), free and clear of any liens or encumbrances. failing which you may be charged for any loss or damage.
    7. Damage or loss of Maxis Equipment and ancillary hardware is your responsibility. You will be billed for any loss of or damage to the Maxis Equipment due to your act, omission or negligence.
    8. You further agree to indemnify, defend, hold harmless Maxis and its respective officers, directors, employees, contractors and agents against and from any loss, theft, debt, liability, damage, obligation, claim, demand, or settlement including without limitation all reasonable costs and expenses arising out of, or resulting from any loss of Maxis Equipment.

  10. License

    1. We will provide you the Software for the use of the Service(s). You agree to not copy, reproduce, make available, translate, adapt, or modify the Software in any way.
    2. We hereby grant you the non-exclusive, non-assignable, non-transferable, limited and personal right and revocable License to use the Service(s) and/or the additional Service(s).
    3. The ownership of the License does not at any time pass to you.

  11. Your Additional Obligations

    1. You shall provide adequate power points and fuses (as approved by Tenaga Nasional Berhad) for the operation of Maxis Equipment.
    2. You shall not remove, relocate or cause the removal or relocation of Maxis Equipment without Maxis’ prior written permission.
    3. At Maxis’ request, you shall, at your own cost, disconnect the Maxis Equipment and provide all necessary assistance, to enable Maxis to perform necessary tests and/or maintenance work on the Service(s) at reasonable times.
    4. You shall, prior to reporting a Service(s) failure or problem, carry out all necessary steps to determine the cause of the Service(s) failure or problem.
    5. Maxis Equipment, if required, are provided to you on your undertaking that:
      1. you are to read and understand any instruction or manuals supplied by the manufacturer for use of Maxis Equipment and observed by you and/or any person authorised by you to use the same.
      2. you are to take such further steps as recommended by the manufacturer or may otherwise be necessary to ensure that Maxis Equipment is safe and without risks to health and safety when properly used by you or person authorised by you.
      3. you are not to make or cause to be made any alterations, amendment, modification, enhancement or addition to Maxis Equipment without Maxis’ prior written consent in writing and such alteration, amendment, modification, enhancement or addition of whatsoever kind shall belong to and become the property of and part of Maxis Equipment.
      4. you are not by any act or default to render Maxis Equipment liable to any distress execution or other legal process or suffer the appointment or the presentation of a petition for the appointment of an administrator under any insolvency laws for the time being in force.
      5. Maxis Equipment shall remain the property of Maxis (or Maxis’ supplier, as the case may be) notwithstanding that it may have become affixed or attached to any land or building and that you shall have no right or interest therein otherwise than as a Business Customer and shall at no time do or permit to be done any act or thing which might prejudice or jeopardise the right of Maxis in and to the Maxis Equipment.
      6. You shall throughout the Minimum Period of Service (and any agreed extension thereof) for so long as Maxis Equipment remains in your possession or under your control (without prejudice to any liability of you to Maxis) at your expense, insure Maxis Equipment with an insurance company acceptable to Maxis against all loss or damage and also against all risks of third party liability arising out of the ownership, presence or use of the Maxis Equipment in an amount equal to whichever is the greater of:
        1. the full replacement value of the Maxis Equipment; and
        2. the amount from time to time payable on termination of the renting of Maxis Equipment calculated in accordance with the provisions of this SSTC.
    6. Maxis’ interest in Maxis Equipment shall be noted on the policy of insurance which policy shall:
      1. name Maxis or, at Maxis’ direction, its renting company as loss payee;
      2. not be capable of cancellation by the insurers (at your request or otherwise) other than by 30 days’ prior notice in writing to Maxis;
      3. provide that the insurers shall waive any breach of warranty under the policy of insurance as against Maxis.
    7. You shall (as far as necessary) irrevocably authorise the insurer to pay to Maxis all monies payable under the said insurance policy in respect of any loss or damage to all or any part of Maxis Equipment. You hereby irrevocably authorise Maxis:
      1. in your name and on your behalf to make any claim or claims against the insurers under the said insurance policy in respect of any loss of or damage to Maxis Equipment or any part thereof and to settle or compromise such claim;
      2. to receive and to give a good discharge to the insurers for any monies payable in respect thereof.
    8. You shall not use or allow Maxis Equipment to be used for any purpose not permitted by the terms and conditions of any policy of insurance for the time being relating to Maxis Equipment nor do or allow to be done any act or thing whereby such insurance may be invalidated.
    9. You assume and bear the entire risk of loss, theft, damage, destruction or requisition of Maxis Equipment during the usage of the Service(s); the occurrence of any of the aforesaid events shall not relieve you from its obligation to pay the Monthly Recurring Charges and any other charges due and owing to Maxis or to perform any other obligations under this SSTC and the Agreement. You shall notify Maxis immediately in writing of the occurrence of any of the above events.
    10. The proceeds of any insurance policy payable with respect to any loss, theft, damage, destruction or requisition of Maxis Equipment shall be applied at the sole and absolute discretion of Maxis either towards (i) your replacement, restoration or repair of Maxis Equipment or (ii) payment of any of your other obligations under this SSTC and the Agreement.
    11. In the event of loss or damage to all or any part of Maxis Equipment, you shall give immediate notice to Maxis and shall make or assist in the making of any appropriate claim or claims under the said insurance policy in such manner as Maxis shall require and shall not in any manner settle or compromise any such claim without the prior written request of Maxis. You hereby irrevocably appoint Maxis as your agent in order to claim and/or receive payment of and execute and endorse all documents cheques or draft issued with respect to such loss, theft damage, destruction or requisition under any insurance policy relating thereto.
    12. You shall be responsible for any additional charges arising from: (a) installation of Maxis Equipment at the Site(s) that is not included in the standard installation charges, (b) space, roof top or cable rental at the Site(s) imposed by the building management of the Site(s), and (c) imposition of any fees by the local councils or the relevant authorities in relation to the Service(s).
  12. Minimum Period of Service and Termination

    1. The Minimum Period of Service is twelve (12) months commencing from the Service Commencement Date unless otherwise set out in the Registration Form or agreed between you and Maxis. Prior to the expiry of the Minimum Period of Service, you may extend the Service(s) by giving us a thirty (30) days’ advance written notice for successive period of twelve (12) months each extension (“Extension Period”) at the prevailing charges and rates imposed by Maxis and on the terms and conditions contained herein (unless otherwise notified by Maxis) until terminated by you of this SSTC and/or the Service(s). If we do not receive any notice for extension, we are entitled to terminate the Service(s) upon expiry of Minimum Period of Service and will not be responsible for any loss or damaged that you or any third parties might sustain as a result of the termination of the Service(s).
    2. You may terminate this Agreement and/or the Service(s) by giving us thirty (30) days advance written notice.
    3. If you terminate the Service(s) during the Minimum Period of Service or Extension Period, you agree to pay Maxis the early termination charge which is the total Monthly Recurring Charges for the remaining Minimum Period of Service or Extension Period (“Early Termination Charge”).
    4. Maxis may terminate the Service(s) and/or the additional Service(s) by giving you thirty (30) days prior written notice.
    5. If you relocate the Service(s) or upgrade the Service(s) during the Minimum Period of Service, you are not liable to pay for the Early Termination Charge, provided you terminate the Service(s) and the Agreement and enter into a new agreement with Maxis for the Service(s) at the new location or for the upgraded Service(s). The new agreement between you and Maxis will be based on the prevailing Charges and further terms and conditions imposed by Maxis.
    6. If you relocate the Service(s) to a non-Service(s) coverage area, the Service(s) and the Agreement will be terminated and you are to pay Maxis the Early Termination Charge.

  13. Warranty and Limitation of Liability

    1. You warrant that: (a) you have the power to enter into and observe your obligations under this SSTC and the Agreement, (b) you are the owner of specifications, designs and/or the materials supplied to Maxis to enable Maxis to provide the Service(s) and (c) you have not relied on any representations made by Maxis or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity materials supplied by Maxis.
    2. Subject to clause 20.10 of the GTC, Maxis’ liability for such laws shall be limited to the lesser of: (a) the fees paid to Maxis by you over the twelve (12) months period prior to the date of the breach or (b) RM500.00.