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Maxis Digital Services Terms and Conditions – Base Terms

 

Version 1 September 2021 posted on 2 September 2021.

 

  1. Contract Structure
    1. These Base Terms establish the standard provisions that will apply to the services, resources, deliverables, hardware and/or software to be provided by Maxis to Customer as mutually agreed upon from time to time by Maxis and Customer in an Agreement.
    2. In addition to the Base Terms, additional solution specific terms found in the appropriate "Solution Terms" will apply.
    3. Orders under certain Solution Terms may include “Solution Packs” describing:
      1. the Products (as defined herein);
      2. the Services (as defined herein), resources and/or deliverables to be provided by Maxis to Customer;
      3. the price for the Products, Services, resources and/or deliverables payable by Customer to Maxis; and
      4. any Service Levels that apply to Maxis’ provision of the Services, resources and/or deliverables.
      5. The Parties will execute one or more Registration Form(s), incorporating by reference the Base Terms, applicable Solution Terms and Solution Pack(s). An individual Registration Form, incorporating the Base Terms, the relevant Solution Terms and Solution Pack (if any) will constitute an “Agreement”.
    4. The services, resources and deliverables as described in the Agreement are collectively referred to as the “Services”. The hardware and software as described in the Agreement are collectively referred to as the “Products”. The Service(s) and/or Product(s) that Maxis will provide under this Agreement collectively, referred to as “Deliverables”.
  1. Order of Precedence
    1. In this Agreement, the following documents will be read in the following order of precedence (in order of highest to lowest precedence): (i) Solution Pack; (ii) Solution Terms (relevant to the Deliverables to be obtained by Customer); (iii) Base Terms; and (iv) Registration Form.
    2. In the event of any express conflict or inconsistency between the provisions of any document forming part of this Agreement, the order of precedence referred to in (a) above will apply; provided, however, that the provisions of a document higher in the order of precedence will be so construed to give effect to the applicable provisions of a document lower in the order of precedence to the fullest extent possible.
  1. Term
    1. The Contract Term will be specified in the Agreement. Any extension to the Contract Term will be by mutual written agreement of the Parties.
  1. Payments and Deposits
    1. Fees for Products. In consideration for the provision of Products, Customer will pay to Maxis the Fees set out in the Agreement. Unless stated otherwise in the Agreement, Maxis will invoice for Products sold following delivery.
    2. Fees for Services. In consideration for the performance of the Services, Customer will pay to Maxis the Fees set out in the Agreement together with any and all agreed expenses. For the avoidance of doubt, any changes or additions to the Services which are requested by Customer shall be subject to additional charges to be mutually agreed upon by the Parties. Where applicable, Maxis reserves the right to include charges on Customer’s current invoice for a previous billing period which was omitted. Maxis shall invoice for the Fees commencing from Service Commencement Date. Where applicable for the relevant Services as determined by Maxis, if any Fees commences on a date other than the first day of a month or terminates on a date other than the last day of a month, the Fees due for that calendar month shall be rated pro-rata.
    3. Supporting Documents. Upon the reasonable request of Customer, Maxis will make available to Customer for review, appropriate documentation which supports the Fees and expenses.
    4. Payment Term. All payments due to Maxis under the Agreement shall be made in full, without deduction for any reason, including but not limited to, set-off, counterclaim or other equitable or lawful claim, within thirty (30) days from the date of receipt of the official bill / invoice statement. Customer shall pay promptly whether or not demanded by Maxis and at the times stipulated in such demand all charges in connection with the Deliverables and shall continue to be liable for any applicable charges during the period of interruption, suspension or loss of Service(s) from any cause whatsoever.
    5. Disputed Invoices. Customer must inform Maxis, in writing, within fourteen (14) days from the date of the invoice, if Customer wishes to reasonably dispute the invoice, failing which the invoice will be deemed to be accurate. Maxis will investigate such dispute and if the dispute is resolved in Maxis’ favour, Customer must pay the disputed sum immediately and Customer may incur an administrative fee for the investigation, late payment interest, legal costs and collection expenses incurred by Maxis. If Maxis agree that there is an error in an invoice, Maxis will make the necessary adjustments in the next invoice.
    6. Taxes. Maxis’ invoices will separately state Fees and applicable taxes (if any). Customer will pay or reimburse Maxis for all taxes and duties, including without limitation, goods and services taxes, value added taxes, withholding taxes, stamp duties and governmental charges of all kinds levied on or in respect of the Agreement or payments for which Maxis becomes liable, other than taxes that are based on or measured by Maxis’ net income. Customer agrees to pay Maxis the gross amount of all invoices issued to it by Maxis under the Agreement without any reduction whatsoever for any taxes or duties, including without limitation, withholding taxes. In the event sales and services tax (“SST”) is applicable to the Deliverable(s) provided by Maxis under this Agreement, Maxis is entitled to charge the SST payable to the government on the Deliverable(s) supplied to Customer and these taxes shall be added to the official bill / invoice statements issued to Customer.
    7. Late Payment. If any Fees remains unpaid after the due date, Maxis may charge late payment interest at the rate of 1.5% per month on such overdue amount. Maxis may waive or revise late payment interest at its discretion.
    8. Non-payment. Maxis is entitled, without liability, to bar, suspend, restrict, disconnect or terminate the Services, and/or disconnect or repossess any Products in which Maxis retains title, if any invoice or part thereof remains unpaid after the payment date whether Customer has received the invoice. A reconnection fee or any other relevant charges may be imposed on Customer for the reconnection or re-provision of Services or for the reconnecting or retaking possession of the leased Products. Customer is liable for all legal, administrative and other costs, for claims made by Maxis against Customer. Customer continues to be responsible for and must pay all Fees during the period of any suspension, restriction, interruption or loss of the Services whether or not at Customer’s request or caused by Customer’s default.
    9. Multiple Service(s). If Customer uses more than one of the Deliverable(s), Customer will specify which Deliverable(s) under Customer’s invoice Customer is making payment for. If Customer does not identify the Deliverable(s) for which payment has been made, Maxis may allocate any payment Customer makes towards any outstanding amount for any Deliverable(s) in such manner and proportion as Maxis deems appropriate. In addition, Maxis is entitled to transfer any credit or debit balance under one account to another without prior notification to Customer. All payments will be applied first to invoices in arrears, including, interest and penalties, the balance, if any, to be applied to the current invoice. Maxis is entitled to set-off the Fees owed by Customer to Maxis against any amount(s) that may be owed by Maxis to Customer.
    10. Other rights. In the absence of fraud or manifest error, Maxis may rely on each invoice as conclusive evidence against Customer of the accuracy and completeness of its entire content unless disputed in the manner stated above. Maxis may, at its absolute discretion and at any time, set-off, consolidate or combine accounts or transfer any monies outstanding to the credit of Customer’s account with Maxis or any of its Affiliates of whatever description towards the reduction and discharge of any undisputed sum due to Maxis by Customer under this Agreement. In addition to Maxis’ rights as set out herein, Maxis further reserve its rights to take any appropriate action which it deems necessary and to pursue any legal action available to Maxis to recover from Customer for any and all outstanding Fees, charges and/or cost (including cost on a solicitor-client basis and any cost incurred by Maxis in relation to the recovery process) and/or if Maxis become aware of any violation or breach of the terms of this Agreement, without further notice to Customer at any time.
    11. Deposit. Maxis may, at its discretion: (a) require a deposit or upfront payment from Customer as security for the performance of Customer’s obligations to Maxis; (b) with notice require Customer to increase the deposit from time to time; and (c) use the deposit at any time to offset any outstanding Fees and any amounts due under any account with Maxis. Any balance will be refunded to Customer after the termination of this Agreement and payment of all outstanding amounts due to Maxis. A deposit does not relieve Customer from its obligations to pay any Fees, nor does it waive Maxis’ rights to suspend or disconnect any Service(s), or terminate the Agreement, due to non-payment.
    12. Variation. Maxis may, by written notice to Customer, vary its charges from time to time as directed by the authorities. All variations will take effect from the date specified in the notice and Customer shall be bound to observe and comply with such variations.
  1. Subcontractors
    1. Services will be performed by Maxis, itself and/or through its Affiliates, partners and/or subcontractors.
    2. Maxis will remain responsible for the obligations performed by any of its Affiliates or subcontractors to the same extent as if such obligations were performed by Maxis and will be Customer’s sole point of contact for the Deliverables.
  1. Representations & Warranties
    1. Maxis' Performance. Maxis warrants that all Services will be performed in a professional manner and to meet applicable Service Levels. Notwithstanding the above: (i) in all cases where Maxis has committed to a specific Service Level in the Agreement and where there is a conflict between that Service Level and a Service Level obligation under this clause, the specific Service Level will apply, and (ii) in all cases where Maxis has not committed to a specific performance standard for certain Services, Maxis will use reasonable care in providing such Services.
    2. Customer Information. Customer warrants that all information provided by Customer to Maxis in relation to the Agreement is accurate and complete in all material respects. In performing its obligations under this Agreement, Maxis will be entitled to rely upon any instructions, approvals or other information provided to Maxis by Customer from time to time. Unless Maxis knew of any error, incorrectness or inaccuracy in such instructions, approvals or other information, Maxis will incur no liability or responsibility of any kind in relying on or complying with any such instructions, approvals or other information.
    3. Authorisation. Each Party represents and warrants to the other that:
      1. if it is a corporation, that it is duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation;
      2. if it is a business, sole proprietorship, partnership, association or society, that it is validly existing and registered under the Laws of its jurisdiction of registration / formation;
      3. it has the requisite power and authority to execute, deliver and perform its obligations under the Agreement;
      4. it has obtained all licenses, authorisations, approvals, consents or permits required to, enter into this Agreement, perform its obligations under the Agreement and to grant access to the other Party to systems and information as provided in the Agreement under all applicable Laws from all authorities having jurisdiction over the Services and Products, except where the failure of a Party to so obtain any such item is not material to such Party’s ability to perform its obligations; and
      5. the execution, delivery and performance of the Agreement has been duly authorised on the part of such Party and will not constitute a violation of any judgment, order or decree, or a material default under any contract by which it is bound or any of its material assets are subject.
    4. Disclaimer of Warranties. To the extent permitted by Law, except as otherwise expressly provided in the Agreement, Maxis makes no representations or warranties, express or implied, regarding any matter, including the merchantability, suitability, originality, fitness for a particular use or purpose, or results to be derived from the use, of any Services, Products or other materials provided under the Agreement, or that the operation of any Services, Products, computer, network, system or other materials will be uninterrupted or error-free.
  1. Customer’s obligations
    1. Customer shall be responsible for all costs it incurs to install and maintain the necessary Customer software and equipment to utilize the Deliverables, other than any Products supplied by Maxis under this Agreement.
    2. Customer shall be responsible for all telecommunications charges arising from any service used to establish an Internet connection to the Deliverable(s).
    3. Where an account is created by Maxis and provided to Customer to connect to and access the Deliverables, Customer is required to keep the username and password strictly confidential. Maxis shall, at its discretion, determine the number of log-on details to be provided to Customer’s authorised users with access to the account.
    4. Maxis reserves the right to request Customer to reset or alter its password and Customer shall comply with the said request. Customer may change and/or create new log-on details at any time by submitting a request to Maxis in writing which shall be subject to Maxis’ approval and any additional charge. The right to Customer’s account, log-on details and other identifiers used for the Deliverables does not transfer to Customer and can be disabled, reclaimed and reused once Customer’s account is terminated or deactivated for whatever reason by either Customer or Maxis.
    5. Customer is encouraged to periodically change its password especially when an authorised user is changed.
    6. Maxis reserves the right to invalidate or suspend Customer’s log-on details and password at any time without being obliged to offer Customer any explanation or prior notice in the event of:
      1. non-payment;
      2. suspected and/or proven misuse of the Deliverables by Customer;
      3. Customer's breach of this Agreement; or
      4. any actual or alleged infringement of a third party's intellectual property in connection with Customer's use of the Deliverables other than as permitted under the Agreement.
      Maxis shall not be liable for any loss or damage which Customer may suffer as a result of such invalidation and/or suspension. For completeness, Customer does not have the right to suspend the Services.
    7. Customer shall, where applicable:
      1. (i) grant Maxis timely access to its site, premises and/or systems to deploy or deliver the Deliverables;
      2. (ii) undertake the necessary site preparation for Maxis to commence work and deploy and deliver the Deliverables without delay;
      3. (iii) promptly provide Maxis with the requisite information and materials to deploy or deliver the Deliverables;
      4. (iv) obtain and maintain the requisite approvals, authorization, consents and permits from local authorities, building management, owners of the site or premises or any third parties which are required for Maxis to deploy and deliver the Deliverables; and
      5. (v) carry out and/or undertake such other requirements as may be further stipulated in the Agreement, or as requested by Maxis.
    8. In the event Customer does not perform any one of the obligations above or there is any delay which is beyond the reasonable control of Maxis, Maxis shall not be responsible and liable for any late deployment or delivery of the Deliverables.
    9. If Maxis provides any loaned units of Products or other hardware to Customer as part of any Services, Maxis or the relevant principal maintains title of such units and Customer shall bear the risk of loss or damage for loaned units and such units will be returned to Maxis without lien or encumbrance at the end of the loan period.
    10. Customer shall only allow authorised personnel to have access to the Services and configure Maxis Equipment (where applicable), including having constant supervision and management of the use of Services and Maxis Equipment.
    11. If during operation of the Services, the Customer Equipment causes fault, Customer shall be liable and pay Maxis all the restoration costs incurred to restore the Services.
    12. Customer shall use the Deliverables only for purposes directly related to Customer’s trade, business or profession in Malaysia. Customer shall not use the Deliverables in any manner that could damage, disable, impair, disrupt, inhibit or otherwise interfere with other users from enjoying the Deliverables or that could damage, disable, overburden or impair the functioning of the Deliverables, the networks or security systems used to provide the Deliverables.
    13. Customer shall be solely responsible for any data or Content transmitted or broadcasted (whether authorised by Customer or otherwise) and the security of any data / information retrieved, stored or transmitted and managing the use of the storage capacity for Customer’s data / information to ensure it is within the capacity allocated to Customer.
    14. Customer shall use all precautions to prevent, and report immediately to Maxis upon the discovery of, any fraud, unauthorised usage, or any other unlawful acts and Customer agrees to lodge a police report whenever instructed by Maxis and to give Maxis a certified copy of such report.
    15. Customer shall impose necessary restrictions and obligations on its end users to ensure they comply with this Agreement as if the end users were a party to this Agreement. Notwithstanding that the Deliverables may be used by the end users of Customer, Customer shall be responsible and liable for any act or omission by Customer’s end users.
    16. Customer shall ensure that all other equipment and software used in connection with the Deliverable(s) or part thereof are compatible, can properly function and properly licensed.
  1. Intellectual Property
    1. Each Party retains ownership of its intellectual property rights created prior to or independent of the Agreement, including all modifications, developments and enhancements.
    2. Where applicable, the ownership of other intellectual property rights and/or licence terms to intellectual property rights are set out in the relevant Solution Terms.
  1. Compliance
    1. Maxis agrees to (i) comply in all material respects with all Laws that are applicable to it; and (ii) obtain all permits, licenses and consents, required for the provision of the Deliverables.
    2. Customer agrees to comply in all material respects with all Laws that are applicable to Customer’s business and the industry in which it operates or its receipt or use of the Deliverable(s), including the Malaysian Anti-Corruption Commission Act 2009 and the Foreign Corrupt Practices Act of the United States and will secure and obtain, at its sole expense, any and all permits, licenses and consents as may be required by Law, as well as bear the Fees in connection with any changes in these Laws.
    3. If Customer exports, imports or otherwise transfers the Deliverable(s), Customer will be responsible for complying with applicable Laws and for obtaining any required export or import authorizations. Customer agrees that it will not directly or indirectly, export, re-export or transfer (or cause to be exported, re-exported or transferred) any Deliverable(s) to any country, jurisdiction, individual, corporation, organization or entity to which such export, re-export or transfer is restricted or prohibited except as may be authorized by applicable Laws or by the applicable governmental authority pursuant to an export license or other approval.
    4. In performing its obligations under this Agreement, neither Party will be required to undertake any activity that would conflict with the requirements of any applicable Law.
    5. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the Parties as nearly as possible in accordance with applicable Law.
  1. Confidentiality
    1. Customer shall treat as confidential and keep secret all of Maxis' Confidential Information and any Personal Data under this Agreement; and take all proper and effective precaution to prevent the disclosure of such Confidential Information to unauthorised persons and to preserve the secrecy and confidentiality of such Confidential Information and, in particular but without in any way limiting the generality of the foregoing, take all necessary action to prevent unauthorised persons from obtaining access to such information whether by direct or indirect exposure, unless the disclosure of such information is required by law or by a court of law.
    2. Customer shall limit the disclosure of Maxis' Confidential Information to Customer’s employees, subcontractors or agents on a need to know basis for the purpose of fulfilment of Customer’s obligations under this Agreement.
    3. Customer agrees to destroy or return all of Maxis' Confidential Information to Maxis upon the termination or expiry of this Agreement at Maxis’ request.
    4. The obligations of confidentiality herein shall survive the expiry or termination of this Agreement.
  1. Personal Information / Personal Data
    1. Customer confirms and agrees that it is aware and give its consent to Maxis to process the Personal Data as defined under the Personal Data Protection Act 2010 in accordance with the Maxis Group Privacy Notice at https://www.maxis.com.my/privacy-statement which may be updated from time to time.
    2. Where Customer is disclosing personal data of individual(s) to Maxis for the purposes of this Agreement, Customer warrants and undertakes that it has obtained the necessary consent of the individual(s) to disclose his/her personal data to Maxis and for Maxis to process the same in accordance with the Maxis Group Privacy Notice at https://www.maxis.com.my/privacy-statement as may be updated from time to time. Customer also agrees to take such further action or step as may be requested by Maxis arising from this clause including procuring a written consent from the aforementioned individuals.
  1. Change Control (only applicable to Solution Term for (i) Professional Services; and (ii) Managed Services, Support & Maintenance)
    1. The Parties may amend the nature and scope of the Services being provided under the Agreement from time to time by written agreement in accordance with this clause.
    2. These Change Control procedures do not apply to changes that result in the provision of new services or products, which will be documented and implemented as a new Agreement.
    3. The Parties agree to consider any proposed changes in good faith and to make a good faith effort to accept equitable adjustments to the Agreement where appropriate to accomplish the mutual objectives of the Parties.
    4. A Party will notify the other Party’s primary representative in writing of a requested change and will include in such notice sufficient details of the change to enable such other Party to evaluate it (the “Change Request”).
    5. If Maxis submits a Change Request to Customer, it will include with such Change Request an estimate (the “Preliminary Estimate”) of the time and/or charges to make the requested change.
    6. If Customer submits a Change Request to Maxis, Maxis will, within a reasonable period of time following the date of receipt of the Change Request, provide Customer with a Preliminary Estimate of the time and/or charges to make the requested change.
    7. Within the reasonable time frame specified by Maxis in the Preliminary Estimate (the “Response Period”), Customer will notify Maxis in writing whether or not to proceed with the assessment of the Change Request.
    8. If, within the Response Period, Customer notifies Maxis in writing not to proceed, the Change Request will be deemed withdrawn, and Maxis will take no further action on it. Notwithstanding the above, where Maxis initiates a Change Request, and Customer decides not to proceed, Maxis may raise a dispute and the parties must seek to resolve the dispute in good faith.
    9. If Customer requests that Maxis perform any additional services of the same or a similar nature to any of the Services that are required by Customer and Customer can show the effect(s) of a material adverse business impact if the change is not implemented, under this clause, and the Parties are unable to agree on the price impact (if any) of implementing the Change Request:
      1. Maxis will, if requested by Customer, commence performing the additional services pending agreement on the price impact of the Change Request;
      2. Customer must pay Maxis for the additional services or products an amount which reflects Maxis’ reasonable position on the price impact of the change; and
      3. after resolution of and agreement on the price impact of implementing the Change Request, the Parties will reconcile the amounts (if any) paid by Customer against the price impact of the change as agreed or determined, and Maxis will promptly reimburse any excess payment made, or Customer will promptly pay any shortfall (as applicable).
    10. If Maxis does not receive any notice from Customer within the Response Period, Customer will be deemed to have advised Maxis not to proceed.
    11. If, within the Response Period, Customer notifies Maxis in writing to proceed with the assessment of the Change Request, Maxis will prepare a document (the “Change Control Document”) in accordance with the Preliminary Estimate which includes:
      1. a description of the change;
      2. the benefit of or reason for the change;
      3. the issues or concerns with the change;
      4. the priority of the change;
      5. the modifications, additions and/or deletions that need to be made to the Agreement, including Customer's responsibilities, in order to implement the change;
      6. the increase or decrease in the Fees to be paid by Customer arising from the change; and
      7. the potential impact on the current nature and scope of the Services, including Service Levels, timing and any project delivery schedules.
    12. Maxis will provide Customer with the completed Change Control Document, signed by Maxis, which will constitute an offer by Maxis to implement the Change Request with all associated changes to the Agreement specified in the Change Control Document. If Customer accepts Maxis' offer by acknowledging such acceptance by signing the Change Control Document, the Change Control Document will become an amendment to the Agreement and will be binding on both Parties.
  1. Indemnities

Customer undertakes and agrees to indemnify and hold Maxis and its respective employees, directors, officers, suppliers, contractors and agents harmless from and against any and all claims, demands, actions, damages, Losses, costs, charges, liabilities and expenses (including solicitor’s fees and costs) of every nature directly and indirectly, arising out of or in connection with:  

  1. Any claims for libel, invasion of privacy, infringement of patent, trademark, copyright, intellectual property rights or other proprietary right, breach of confidence, breach of any law or regulation arising from or attributable to Customer’s equipment, data, use of Services or Customer’s use of Maxis’ equipment or loaned units;
  2. Any non-compliance with or breach of any provisions of this Agreement by Customer;
  3. Any fraud, negligent or wilful act by Customer or any of Customer’s officers, employees, directors, contractors or agents;
  4. Any loss or damage to property or personal injury (including death); and
  5. Any act or omission by Customer or any unauthorised use or exploitation of the Services.  
  1. Limitation of Liability
    1. Maxis' liability for all claims related to this Agreement shall be limited to RM 500.00.
    2. Notwithstanding anything to the contrary herein contained, and to the fullest extent permitted by Law, Maxis excludes any liability and shall not be liable for:
      1. any claim for negligence, libel, defamation, slander, cyber terrorism, invasion of privacy, unlawful interference or other tortious actions, infringement of any intellectual property rights or breach of any law or regulation arising from the use, transmission and/or receipt of material in connection with the Deliverables and/or any claims arising out of any act or omission whether by Customer or any other third party in relation to the Deliverable(s) or any part thereof;
      2. any loss or damage caused as a result of the suspension/barring/termination pursuant to this Agreement and/or interruption or loss arising from the use, access, inability to use or access and/or provision of the Deliverables or Maxis Equipment or any part thereof which is not due to Maxis’ fault or omission;
      3. any loss, distortion or corruption of Personal Data and/or data arising from the use of the Deliverable(s), including to transmit data or for data communication purposes including any unlawful or unauthorised access to transmission or data (notwithstanding the cause of such unauthorised access) and Maxis shall have no obligation to back up or manage the data or information; and
      4. any malfunction or defect in the Customer Equipment, mobile device or mobile equipment.
    3. In the event that any liability including those set out in Clause 14(b) cannot be excluded under Law and to the fullest extent permitted by Law, Maxis and its respective personnel will not be liable to Customer for any indirect, special, incidental, consequential, exemplary or punitive damages arising out of or in connection with the Agreement, and/or the use, access, inability to use or access and/or provision(s) of the Deliverables or Maxis Equipment or any part thereof, including, without limitation, loss of revenue or anticipated profits, or lost business / opportunity, diminished business value, anticipated savings, data or sales whether or not Maxis, its personnel, service providers were or should have been aware of the possibility that such damage or loss would occur. The exclusion referred to herein applies to any action giving rise to an obligation, duty or liability whether by breach of contract or tort, including negligence and strict liability or otherwise be recoverable from the other under the Agreement by taking appropriate and reasonable actions to reduce or limit the amount of such damages.
    4. The amount of one Party's liability in respect of any claim, allegation, demand, suit, action or other proceeding of any kind under or in connection with the Agreement, whether arising under contract (including under any indemnity), equity, negligence, intended conduct, tort or otherwise made by the other Party will be reduced by the extent, if any, to which the other Party's negligence, breach of contract, breach of any Law or other act or omission contributed to the loss or damage arising from the claim, allegation, demand, suit, action or proceeding.
    5. Each Party will be excused from delays or failures to perform to the extent caused by acts or omissions of the other Party, the other Party’s employees, agents, users, Affiliates or contractors.
    6. Maxis will not be in breach of any of its obligations (including in respect of any Service Levels), or be liable to Customer, to the extent that Maxis' act or omission which would constitute such a breach, or give rise to liability, is caused by an act or omission of Customer or a third party, or an Affiliate or contractor of Customer, including any delay or failure of Customer in performing any of its responsibilities set out in the Agreement. To the extent Maxis is required to perform corrective action or additional services or provide additional products in relation to an act or omission of Customer or a third party, or an Affiliate or contractor of Customer, Maxis is entitled to additional time to perform its affected obligations and to charge Customer for Maxis' corrective actions or additional services or additional products in accordance with the rates set out in the Agreement or otherwise in accordance with Maxis' then standard rates where Maxis incurs material additional costs. 
  1. Termination
    1. Termination for Convenience. Maxis may, by thirty (30) days' notice in writing, give Customer notice of its intention to terminate this Agreement without providing any reason.
    2. Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches a material obligation and fails to cure such breach within thirty (30) days after receiving written notice of the details.
    3. Termination for Insolvency. If either Party becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver, administrator or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations, then the other Party may, by giving written notice thereof to such Party, terminate the Agreement as of a date specified in such notice of termination, which must be a date after the date of the notice.
    4. Consequences of Termination. Upon termination of the Agreement, Customer will be liable for (a) all and any Fees related to and in connection with the Products and Services (as applicable) up to and including the effective date of termination and any other outstanding amounts; and (b) any termination fees (where applicable, as stated in the Solution Pack). Termination of the Agreement for any reason whatsoever does not prejudice any other rights, remedies or claims Maxis may have against you under this Agreement or at law in respect of any antecedent breach by Customer under this Agreement, including the right of indemnities.
  1. Third Party Dependencies
    1. Maxis does not support or provide any support for any ‘End-of-Life’ hardware and ‘End-of-Support’ software. The terms “End-of-Life” and “End-of-Support” refers to the situation whereby the relevant hardware or software is no longer supported / serviced / maintained by the relevant manufacturer / principal / licensor.
    2. Where the functionalities of the Services are dependent on any other services (as may be provided by any third party or Maxis), the suspension / barring / termination of such services will not cause the Services to be suspended / barred / terminated and the Services will continue to be subscribed for the Minimum Period of Service (where applicable) and any renewal thereafter, unless terminated according to the terms of the Agreement.
    3. The Solution Pack may set out additional terms and conditions mandated by the third party provider of certain Deliverables and/or require Customer to enter into additional agreement(s) with such third party provider for the same.
    4. Customer acknowledges and agrees that: (i) where it is bound by or otherwise subject to a separate agreement with or additional terms imposed by a third party provider of any of the Deliverables ("Third Party Agreement") which have been supplied by Maxis as such third party provider's authorised reseller / distributor, the third party provider may have the right to terminate the Third Party Agreement; and (ii) where such termination is exercised by the third party provider, Maxis shall have the right to cease supply of the affected Deliverables to Customer without any liability to compensate Customer for the same.
  1. Governing Law and Dispute Resolution

This Agreement will be governed by and construed in accordance with the Laws of Malaysia. Parties agree to submit to the exclusive jurisdiction of the Courts of Malaysia. Where any claims, proceedings, actions, suits or dispute arising or in connection with the Agreement is to be commenced or adjudicated in the High Court of Malaya, the parties agree that it shall be adjudicated in the High Court in Kuala Lumpur or Putrajaya, Malaysia as the case may be. 

  1. Force Majeure
    1. Maxis will not be liable for delay or failure to perform its obligations under this Agreement caused by a Force Majeure Event.
    2. If Maxis’ ability to perform its obligations under the Agreement or any part thereof is affected by a Force Majeure Event:
      1. Maxis shall be excused from performance of the obligations which are affected by such Force Majeure Event during the time the Force Majeure Event is in effect or operative and such non-performance shall not be construed as a breach by Maxis; and
      2. The time for performance of the obligations which are affected by the Force Majeure Event (including performance of all other obligations which are consequentially affected) shall be extended or adjusted to take into account the full extent of disruption and impact caused by the Force Majeure Event.
    3. Maxis may terminate this Agreement, by giving Customer fourteen (14) days’ written notice if the Force Majeure Event prevents Maxis from performing and/or continuing Maxis’ obligations for more than a period of sixty (60) days.  
    4. Notwithstanding the occurrence of the Force Majeure Event, Customer will remain obliged to pay all Fees which are outstanding and/or due and payable in accordance with the Agreement. 
  1. Non-Solicitation

During a Contract Term and for a period of 6 months thereafter, Customer and its Affiliates will not solicit, directly or indirectly, for employment or employ any employee of Maxis or its Affiliates who is or was actively involved in the performance, consumption or evaluation of the Products and/or Services without the prior written consent of Maxis. For the purposes of this clause, “solicit” or “employ” does not include advertisements or other publications of general circulation nor employment that results directly from responses to such advertisements or publications, and such advertisements and publications will not constitute a breach of this clause.

  1. Maxis’ rights
    1. Maxis is entitled at its discretion, from time to time, to vary, add to, remove or otherwise amend the terms and conditions of this Base Terms and the Solution Terms. The prevailing terms and conditions of the Base Terms and the Solution Terms will be updated on the Maxis official website, whereby the terms and conditions on the official website will apply and supersede all previous versions. Any variations, additions or amendments will take effect on the date specified on the Maxis official website, also termed as “Effective Date”. Customer’s continued use of the Services and/or purchase of the Products after the Effective Date of any changes to the terms and conditions of the Base Terms and/or the Solution Terms will constitute unconditional acceptance by Customer of such variations, additions or amendments and Customer will be bound by the same. In the event Customer does not accept such changes, Customer must (i) inform Maxis of such rejection in writing within fourteen (14) days from the Effective Date, and (ii) thereafter terminate the Agreement by giving Maxis written notice within thirty (30) days from the Effective Date, failing which Customer will be deemed to have accepted the changes without condition.
    2. In the event that Customer exercises its right to terminate under Clause 20(a), Customer will remain liable for all Fees, terminations charges, penalty fees (where applicable), interest and other ancillary charges.
    3. Maxis may by notice require Customer to pay any outstanding amount within seven (7) days from the date of such termination notice issued by Customer pursuant to Clause 20(a).
    4. Maxis scans the documents for purposes of data security, further security measure for prevention of loss of documents, for efficient and better document management. Customer agrees that all such scanned documents including the Agreement and/or other applicable documents are relevant and admissible in evidence.
  1. Content

Maxis’ Content

  1. The compilation (including but not limited to the collection, arrangement and assembly) of all Maxis’ Content as part of the Services is the exclusive property of Maxis or its licensor, as the case may be and protected by copyright, trademarks and/or other intellectual property rights and other relevant Laws of Malaysia, the applicable Laws of the country of domicile of the licensor and international copyright Laws. Customer is only allowed to view and use Maxis’ Content for commercial purposes during the term of this Agreement. Maxis’ Content forming part of the Services may not be reproduced, distributed, transmitted, published, displayed, broadcasted, stored, adapted, licensed, altered, hyperlinked or otherwise used in any manner or by any means except with Maxis’ prior written consent.
  2. Maxis reserve the right to modify, add or delete any of Maxis' Content appearing on or in connection with the Services, at any time without prior notice.
  3. Customer may not frame or utilise framing techniques to enclose any of Maxis’ Content, trademark, logo, or other proprietary information (including images, text, page, layout, or form) of Maxis or its licensor without Maxis’ prior written consent. Customer may not use any meta tags or any other “hidden text” utilising names, logos or trademarks belonging to Maxis or its licensor without Maxis’ prior written consent.
  4. Unless expressly stated in this Agreement, no license or rights to Maxis’ Content are granted to Customer and Customer’s access or use of the Services should not be construed as granting, by implication, estoppel or otherwise, any license or right to use the trademarks, trade names, logos, or the Licensor’s marks without Maxis’ and its Licensor’s prior written consent.
  5. Customer acknowledges and agrees that by using the Services, Customer may be exposed to Content which is inaccurate, misleading, defamatory, offensive and unlawful. Any reliance on or use of any Content on or accessible from the Services is at Customer’s own risk. Maxis is not responsible nor does Maxis endorse, support or guarantee the lawfulness, accuracy or reliability of any of Maxis’ Content transmitted or displayed by or linked to the Services.

Customer’s Content

  1. Maxis does not control, actively monitor or review Customer’s Content and Customer shall be responsible for any of Customer’s Content and for the accuracy, integrity, legality, reliability, appropriateness, quality and ownership of Customer’s Content.
  2. Services may allow Customer and/or Customer’s end users to post, upload, send or otherwise make available Content using the Services. When Customer does that, Customer retains the ownership rights in Customer’s Content which is Customer’s sole responsibility. Customer is also responsible for any links to other third party websites or resources or services that Customer uses. Maxis does not claim ownership of Customer’s Content and Customer (or Customer’s end users) retain all right, title, and interest in and to Customer’s Content, with the exception of the materials which Customer takes from Maxis’ resources, in particular from the collection of predesigned templates.
  3. Customer is entitled to use materials that Maxis renders available to Customer solely to use the Services for its intended purpose. Please note that Maxis’ resources (in particular the predesigned templates) may include materials which are subject to third party copyright. Customer acknowledges and agrees that Maxis has the right at any time and at Maxis’ sole discretion to remove such materials from Maxis’ resources, disable access to such materials or demand that Customer immediately stop using them, in particular as part of the Services. If Customer does not satisfy Maxis’ demand, Maxis shall be entitled to delete such materials at Maxis’ sole discretion, with no liability on Maxis’ side. In the aforementioned situations, Customer will not be entitled to any reimbursement of any amount paid by Customer to Maxis.
  4. If Customer posts, uploads, sends or otherwise makes available Content which belongs to a third party, Customer undertakes to obtain the consent of such third party, in addition to and not in derogation of Customer’s obligations under this Agreement.
  5. Customer acknowledges and accepts that Maxis may preserve Customer’s Content and disclose it if Maxis is required to do so by Law or if it is necessary to enforce this Agreement, a court order or a decision of a competent public authority, or respond to claims that any of Customer’s Content violates the Law or any third party rights.
  6. While Maxis is not required to pre-screen or control Customer’s activity related to the use of the Services, Customer consents to allowing Maxis to access, review, screen and/or delete any of Customer’s Content, block or suspend access to the Services or any part of it, with or without notice, at Maxis’ sole discretion and at any time if Maxis receives any information or has reasonable suspicion that Customer or Customer’s end users’ activity or Customer’s Content violates this Agreement or is otherwise objectionable. In the aforementioned situations, Maxis is not liable for the consequences of the measures taken.
  7. Customer should not use the Services to post, upload or send Content that:
    1. violates or infringes a third party’s rights of publicity, privacy, copyright, trademark or other intellectual property right;
    2. misrepresents or misleads;
    3. bullies, harasses or intimidates;
    4. slanders, defames or libels;
    5. spams other users;
    6. is illegal in nature; and/or
    7. may likely or is used for the purposes of carrying out any illegal activity.
  1. Miscellaneous
  1. No Exclusivity or Minimum Commitment.  The Parties agree that except where the Agreement specifically obligates a Party to provide or purchase certain services, resources, deliverables, hardware or software, each Party reserves the right to supply or obtain any services, resources, deliverables, hardware or software to or from any other client or source during the Contract Term. Nothing will impair Maxis’ right to acquire, license, market, distribute, develop for itself or others or to have others develop for Maxis similar technology performing the same or similar functions as the technology and Deliverables contemplated by the Agreement.
  2. Independent Contractors.  The Parties are independent contractors, and nothing in the Agreement will be construed as constituting either Party as partner, joint venturer or fiduciary of the other, as creating any other form of legal association that would impose liability on one Party for the act or failure to act of the other or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the other. Each Party also has the sole right to determine, provide for and pay the compensation and employee benefits of its personnel resources. 
  3. Entire Agreement.  The Agreement constitutes, as of the Commencement Date of the Agreement, the full and complete statement of the agreement of the Parties with respect to the subject matter of the Agreement and supersedes any previous or contemporaneous agreements, understandings, communications or purchase orders, whether written or oral, relating to such subject matter. 
  4. Survival.  The expiration or termination of the Agreement for any reason will not release either Party from any liabilities or obligations set out in the Agreement which by their nature would be intended to be applicable following any such expiration or termination.
  5. Purchase Order.  The Parties agree that any purchase order (or any similar documents) issued by Customer is only meant for Customer’s internal administrative and control purposes and the purchase order shall not be construed as amending, modifying and/or adding to the terms and conditions of the Agreement and shall have no legal binding effect on the Parties. 
  6. Waiver.  Waivers must be written and neither waive other provisions nor constitute a continuing waiver unless they so state. A delay or omission by either Party to exercise any right or power under the Agreement will not be construed to be a waiver of such right or power. An approval or consent given by a Party under the Agreement will not relieve the other Party from responsibility for complying with the requirements of the Agreement, nor will it be construed as a waiver of any rights under the Agreement, except as and to the extent otherwise expressly provided in such approval or consent. A waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision of the Agreement.
  7. Binding Nature.  The Agreement is binding on the Parties, their successors and permitted assigns. Except as expressly stated otherwise, nothing contained in the Agreement is intended to confer upon any party other than Maxis and Customer any rights, benefits or remedies of any kind or character whatsoever. An entity who is not a party to the Agreement has no right to enforce any term of the Agreement.
  8. Assignment.  Customer may not, nor will it have the power to, assign, transfer or novate this Agreement without the consent of Maxis. Maxis may assign, transfer or novate any of its rights and obligations under this Agreement to any of its Affiliates.
  9. Publicity. Each Party will coordinate with the other regarding any media release, public announcement or similar disclosure relating to this Agreement or its subject matter and will give the other Party a reasonable opportunity to review and comment on the content of such release, announcement or disclosure prior to its release. This provision does not alter the rights and obligations of the Parties set out in this Agreement with respect to Confidential Information. 
  1. Notice
  1. All official bill statements, notices, requests, notice of demands, writ of summons, all other legal process and/or other communications/documents to be given by Maxis to Customer under this Agreement shall be in writing and sent to the address and contact details set out in the Registration Form. 
  2. All notices, requests, notice of demands, writ of summons, all other legal process and/or other communications/documents to be given by Customer to Maxis shall be in writing and sent to the following address: Maxis Broadband Sdn. Bhd. (as may be applicable), Level 21, Menara Maxis, Kuala Lumpur City Centre, off Jalan Ampang, 50088 Kuala Lumpur
  3. All official bill statements, notices, requests and/or other communications/documents given by one Party to the other Party pursuant to this clause shall be deemed to have been served if:- 
    1. sent by registered post, on the second (2nd) Business Day after the date of posting irrespective of whether it is returned undelivered;
    2. sent by ordinary post, on the fifth (5th) Business Day after the date of posting irrespective of whether it is returned undelivered;
    3. hand delivered, upon delivery;
    4. sent by facsimile, upon successful completion of transmission as evidence by a transmission report and provided that notice shall in addition thereon be sent by post to the other party; or
    5. sent by email, upon transmission of the email provided there is no notification of error or failure in transmission is received by the sender.
  4. Notwithstanding anything to the contrary in this clause, notification by way of email and/or facsimile shall not be applicable to or valid with respect to any legal notices, claims, demands, suits, actions and/or proceedings.
  1. Anti-Bribery and Corruption
    1. Customer shall comply, and/or shall procure and/or ensure that its directors and/or employees, subcontractors, agents or other third parties who are performing services and/or carrying out its obligations in connection with this Agreement to:-
      1. comply with all Laws in Malaysia or any other jurisdiction relating to anti-bribery and corruption;
      2. have in place throughout the Contract Term its own anti-bribery and corruption policies and procedures including adequate controls and accurate records of transactions to meet the requirements of such Laws;
      3. adhere to the Maxis Code of Business Practice which can be found at https://maxis.listedcompany.com/corporate_governance.html as may be updated from time to time, and/or any relevant anti-bribery and corruption policies and documents notified and/or provided by Maxis and shall not cause Maxis or its directors or employees or agents to be in breach of any applicable anti-bribery corruption Laws and regulations and/or Maxis Code of Business Practice; and
      4. provide truthful and complete statements (with no material omission) and/or documentation to Maxis and have to-date provided truthful and complete statements (with no material omission) and/or documentation to Maxis, and will ensure that there are adequate supporting documents, in reasonable detail, for the work performed under this Agreement and any expenses incurred and maintain true, accurate and complete invoices, reports, statements, books and other relevant records, and will provide the same (within a reasonable time) to Maxis upon request.
    2. In compliance with this clause, Customer shall ensure that its directors, employees, subcontractors, agents or other third parties are aware of and/or receive adequate training or refresher on the Maxis Code of Business Practice and anti-bribery and corruption Laws and principles as may be requested by Maxis. Customer agrees to furnish such relevant documents as may be requested by Maxis with respect to their compliance with this clause including signing the anti-bribery and corruption documentation.
    3. Notwithstanding any provisions of this Agreement, if Customer, its directors, employees, subcontractors, agents or other third parties who are performing services and/or carrying out its obligations in connection with this Agreement breaches this clause, and/or is investigated for bribery or corruption, Maxis shall be entitled to terminate the Agreement with immediate effect without any liability with written notice to Customer.
    4. Customer shall be liable to Maxis and fully indemnify and hold Maxis and/or its directors and employees harmless from and against any and all claims, Losses, liabilities, damages, fine, penalty costs and expenses (including but not limited to legal fees on an indemnity basis) howsoever arising, as a result of (i) any breach of all Laws relating to anti-bribery and corruption by Customer, its directors, employees, subcontractors, agents or other third parties and/or (ii) termination of this Agreement as a result of a breach of this clause.
    5. The obligations under this clause shall continue for so long as Maxis is providing Deliverables to Customer.
  1. Definitions and Interpretation
  1. The clause headings and table of contents used in this Agreement are for convenience of reference only and will not enter into the interpretation of such provisions. 
  2. As used in this Agreement, unless otherwise expressly provided to the contrary, all references to days, months or years are references to calendar days, months or years. 
  3. Terms defined in any document forming part of this Agreement shall have the same meaning when used in any of the other documents forming part of this Agreement unless otherwise specified.
  4. The following capitalized terms used in this Agreement shall be defined as follows: 
    1. Affiliate means with respect to any Person, any other Person which directly or indirectly Controls, is Controlled by, or is under common Control with, such first Person and "affiliated" shall be construed accordingly. 
    2. Base Terms means this Base Terms document.
    3. Business Day means any day that is not a Saturday, Sunday or bank holiday in Kuala Lumpur, Malaysia, for the hours between 9.00 am to 6.00 pm. 
    4. Commencement Date means the date specified as such in the Agreement or, if no date is specified, the date that the last Party signs the relevant Registration Form. 
    5. Confidential Information means: (i) any and all information communicated by one Party to the other Party and identified as “confidential” or which could reasonably be expected to be confidential, whether before or after the Commencement Date of the Agreement, (ii) any and all information of one Party identified as confidential to which the other Party has access in connection with the Deliverable(s), whether before or after the Contract Term, (iii) one Party’s confidential and proprietary information that may be disclosed to the other Party under or in connection with the Agreement, and (iv) this Agreement and the Parties' rights and obligations under the Agreement; but excludes information which: (i) is already known by the recipient Party without an obligation of confidentiality other than under the Agreement, (ii) is publicly known or becomes publicly known through no unauthorised act of the recipient Party, (iii) is rightfully received by the recipient Party from a third party, (iv) is independently developed without use of the other Party’s confidential information, or (v) is disclosed without similar restrictions to a third party by the Party owning the confidential information.
    6. Content means all information, text, sound, music, software, photographs, videos, graphics, data, databases, images, animations, logos, button icons, audio clips, messages, links, listings or other audio-visual representation, tactile representation, or any combination of the preceding which is capable of being created, manipulated, stored, retrieved, or communicated electronically or published in any medium (whether written, graphic, sound, or otherwise);
    7. Contract Term means the term of the Agreement as specified in the relevant Registration Form or the Solution Pack.
    8. Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of securities, by contract or otherwise, and "Controlled by", "Controlling" and "under common Control with" shall be construed accordingly. A Person shall be deemed to Control another Person if: (A) the first-mentioned Person owns, directly or indirectly, more than 50% of the issued share capital or equity securities of the second-mentioned Person (being shares or securities which confer on the holders thereof rights to participate in the profits, capital or assets of the second-mentioned Person which are not limited to any specified amount); (B) the first-mentioned Person has the power to exercise or control the exercise of, directly or indirectly, more than 50% of the votes which may be cast at general meetings of the second-mentioned Person on all or substantially all matters; or (C) the first-mentioned Person has the power to appoint or remove, directly or indirectly, directors (or similar officers) of the second-mentioned Person holding a majority of the voting rights at board meetings (or similar meetings of such officers) of the second-mentioned Person on all or substantially all matters.
    9. Customer means the Party referenced as such in the Agreement. 
    10. Customer Equipment means the device, equipment, software and all facilities to be procured, installed and maintained by Customer at Customer’s premises in order to use the Deliverables, including without limitation, cabling and wiring which is connected to the network, as well as the horizontal cabling from Customer's premises to the network, hubs, routers, servers (for networking purposes), which are compliant and certified models or any equipment certified by Maxis to be compliant with the Deliverables.
    11. Fees means amounts that Maxis is entitled to charge Customer for the Deliverables provided under the Agreement.
    12. Force Majeure Event means an act, omission or circumstance relied on by Maxis as a matter beyond Maxis’ reasonable control (and Maxis shall not under any circumstances be required to expend money or resources or do anything beyond its express obligations under the Agreement to exercise, retain or acquire such control), irrespective of whether such events were foreseen at the time of execution of the Agreement, including but not limited to acts of Gods, acts or omissions of Government, riots, acts of war, strike or lockout, acts of terrorism, epidemic, governmental regulation imposed or came into effect after the execution of the Agreement, earthquakes or other natural disasters and unforeseen occurrence, acts or omissions of persons or bodies for whom Maxis and/or its Affiliates has no control over (including acts or omissions of third party suppliers, operators, service providers, contractors or agents whom Maxis may use to provide any part of the Deliverables, computer software malfunction, electrical power failure and/or interruption or disruption of the network), fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment or lines, or other equipment failure and any other events which Parties agreed to be a Force Majeure Event, together with any impact, effect (including continuing effect) and consequences caused.
    13. Maxis means Maxis Broadband Sdn. Bhd., Registration No. 199201002549 ((234053-D) and/or its Affiliates, as may be applicable, and includes their successors, assigns, employees and agents. 
    14. Maxis Equipment means, without limitation, any device, equipment, software, network terminating equipment, routers, cables, wires, dongle, DECT phone, model, SD-WAN CPE, Wi-Fi Access Point, switch and other ancillary equipment excluding Customer Equipment, which Maxis may provide to Customer to enable the provision and usage of the Services or which is otherwise needed for the provision and usage of the Services to and by Customer. 
    15. Minimum Period of Services means such minimum period for which Maxis will provide the Services, as may be set out in this Agreement. 
    16. Law(s) means any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction and includes any mandatory industry codes of conduct.  
    17. Licensor means the third party licensor of any intellectual property forming any part of the Deliverables. 
    18. Losses means any claims, actions, damages, liabilities, costs and expenses, including reasonable legal fees and expenses.
    19. Registration Form means Customer's duly completed application form for registration to purchase or subscribe to any of the Deliverable(s), which has been accepted and approved by Maxis.
    20. Party or Parties means Maxis or Customer or both according to the context.
    21. Person means any individual, company, corporation, general partnership, limited partnership, trust or other entity, organisation or unincorporated association, wherever constituted or located and whether or not having separate legal personality, including any governmental authority. 
    22. Personal Data means information that relates directly or indirectly to an individual who can be identified from that information or from that and other information provided to Maxis by Customer including Customer’s customers and Customer information collected from Customer required for the purposes of the Deliverables provided to Customer by Maxis including but not limited to records or reports related thereto, including any sensitive personal data and expression of opinion(s).  
    23. Service Commencement Date means either: (A) the date the Service(s) is made available to Customer, as the case may be, depending on the Service(s) provided; or otherwise (B) the date as set out in the Agreement. For the avoidance of doubt, there may be a different Service Commencement Date for each Service.
    24. Service Level means a quantitative performance standard for Services set forth in a Solution Pack of the Agreement. 
    25. Site means the premises or sites of Customer or Customer’s customer (with Maxis’ prior consent) or such other geographical locations or buildings and supporting facilities located within Malaysia, at which Maxis agrees to provide the Deliverables, including the building(s) where the premise is located under or through which Maxis Equipment is to be placed for the provisioning of the Services. 
  1. Disclaimer
  1. Maxis is not liable for any unauthorised access or use of the Deliverable(s) (notwithstanding the cause of such unauthorised access) and for any loss or damage due to loss of Customer’s information and/or data and shall have no obligation to back up or manage the data/information.
  2. Maxis does not recommend the use of the Services where the risk of non-connection or loss of connection of the Services carries a material risk. For avoidance of doubt, the Deliverables are not designed or intended for high risk use scenarios where failure or fault of any kind of the product could reasonably be seen to lead to death or serious bodily injury or to severe damage to tangible or intangible property or the environment Maxis will not be held responsible for any loss or damage that Customer or any third parties might sustain as a result of the use of the Services by Customer. Accordingly, Customer may only use the Services if Customer accepts all such risk and insures accordingly.
  3. Unless otherwise expressly provided, the Deliverables are provided on an “as is” and “as available” basis. Maxis shall not be held liable for and makes no express or implied representation or warranties of any kind in relation to the Deliverables. Unless otherwise expressly provided, all warranties, conditions, representations, indemnities, and guarantees with respect to the Deliverables, whether express or implied, arising by law, custom, prior oral or written statements by Maxis or its agents, or otherwise (including, but not limited to any warranty of merchantability, satisfactory quality, fitness for particular purpose or non-infringement) are hereby overridden, excluded and disclaimed.
  4. Maxis does not guarantee that (i) the Deliverables will be error-free or uninterrupted, or that Maxis will correct all errors in the Deliverables; (ii) the Deliverables will operate in combination with Customer’s content or Customer’s applications, or with any other software, hardware, systems, or data; (iii) Deliverables, including any products, service, information, or other material Customer obtains from Maxis under this Agreement, will meet Customer’s requirements or expectations; and (iv) any performance indicators, or any other benchmarks will be met by the Deliverables; (v) the security of Customer's data on any of the Customer Equipment, mobile device or mobile equipment or passing over the Deliverables.  
  5. Customer acknowledges that the Deliverables may be subject to limitations, delays, and other problems inherent in communications facilities and networks, including the internet. Maxis is not responsible for any delays, delivery failures, or other damage resulting from such problems. 
  6. Customer shall be liable to Maxis for the use of the Deliverables whether or not Customer has authorized the particular use of the Deliverables by a third party.  
  7. Where applicable, the Deliverables may contain links to third party websites, services, other events or activities that are not owned or controlled by Maxis. Customer will be responsible for evaluating whether to access or use a third party website and agrees to be bound by any applicable terms found therein. Maxis does not endorse or assume any responsibility for any such third party website, information, materials, products or services. If Customer accesses any third party websites, services or content from Maxis, Customer does so at its own risk and agrees that Maxis will have no liability arising from the use of or access to any third party website, service or content.