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Service Specific Terms & Conditions (“SSTC”) Gyro VSAT Service

  1. Definitions
    1. In this Agreement, unless the context otherwise requires, capitalised terms shall have the following meanings:-
      “Addendum” means any amendments, supplements or changes to this Agreement agreed and signed by the Customer and made part of this Agreement
      “Agreement”” means the agreement for the VSAT Service between Maxis and the Customer in accordance with these terms and conditions, the Registration Form and other documents which are expressly agreed to form part of the Agreement.
      “Contract Period” means the contractual term or period of this Agreement commencing from the Service Commencement Date for the VSAT Service committed by the Customer and as stated in section E of the Registration Form.
      “Customer” means a sole proprietorship, partnership, company or entity specified in Section B of the Registration Form whose application for the Service has been accepted by Maxis.
      “Customer Premise Equipment” means the terminating equipment procured, installed, licensed or owned and maintained by the Customer to facilitate access to the VSAT Service.
      “Equipment”means the equipment, cables, wires and other ancillary equipment including any replacement items to enable provisioning of the VSAT Service.
      “Maxis” means Maxis Broadband Sdn Bhd 199201002549 (234053-D) which expression shall include its successors and permitted assigns.
      “Maxis Network” means equipment, software and facilities operated by Maxis to enable the provision of the VSAT Service to Customer.
      “Site(s)” means the sites and such other geographical locations or buildings, ships or vessels and supporting facilities (whether located onshore or o shore) within the territory of Malaysia at which Maxis agrees to supply and install the VSAT System for the provisioning of the VSAT Service. The address and location of each Site shall be stated in the Registration Form and/or in the Annexure to this Agreement.
      “VSAT Service” means the C-band and Ku-band satellite communication services providing internet access on a “best e ort” basis (unless the Customer subscribes for MPN).
      “MPN" means a managed private VSAT network which provides for satellite bandwidth for a group of sites on a “dedicated bandwidth” basis.
      “VSAT” stands for a very small aperture terminal.
      “Service Fee(s)” means the fees payable by the Customer for the VSAT Service and includes fee or charges for any other services subscribed or payments described payable by the Customer in this Agreement
      “Service Commencement Date” means the date the VSAT Service is made available to the Customer as notified by Maxis to Customer.
      “Registration Form” means Customer’s duly completed application for registration to subscribe to the VSAT Service which has been accepted by Maxis, the forms and content of which is as set out overleaf
      “VSAT System” means collectively all Equipment and services necessary for the due operation of a system for the VSAT Service and all associated peripherals and equipment.
    2. In this Agreement, unless the context otherwise requires, references to “day(s)” shall mean a twenty-four (24) hour period as in a calendar day. References to Clauses and Schedules shall, unless otherwise specified, mean the clauses of, and the schedules to this Agreement. Any word denoting the singular number only shall include the plural number also and vice versa and any word denoting a person shall also denote a corporation, company, association or partnership.
    3. Clause headings are inserted for convenience of reference only and shall not be deemed to be part of the Agreement or in any way a ect the interpretation or construction of the Agreement.
  1. Provision of VSAT System
    1. Maxis will supply, install and commission the VSAT System to the Site. All requests made by the Customer to Maxis for the VSAT Service it desires to acquire from Maxis will be by way of Registration Form issued by the Customer and subject to acceptance by Maxis. Each Registration Form issued will be governed by the terms and conditions of this Agreement.
    2. Maxis agrees for each Registration Form accepted by Maxis to provide the Service and deliver and complete the installation of the Equipment for the delivery of the VSAT Service at the Site. Any delivery dates for the provision of the VSAT Service are estimates only and Maxis has no liability for any failure to meet those dates, unless otherwise stated in the Agreement.
    3. Unless otherwise indicated in this Agreement, the VSAT Service shall not include the provision or maintenance of any Customer Premise Equipment required by Customer to connect to the Maxis Network. Customer agrees that customer shall be solely responsible for procuring and maintaining the Customer Premise Equipment.
    4. Customer agrees that the VSAT Services are susceptible to prevailing climatic conditions. Maxis does not undertake that the VSAT Service will be fault-free or uninterrupted. Maxis reserves the right to suspend or interrupt the VSAT Service or any party thereof at any time for operational or technical reasons or in an emergency in accordance with Clause 8 with or without notice to Customer.
    5. Occasionally Maxis may:
      1. for operational reasons, change the technical specification of the VSAT Service, provided that any change to the technical specification does not materially cause an adverse e ect on the performance of the VSAT Service; or
      2. suspend the VSAT Service for operational reasons such as planned maintenance which shall be undertaken during non-working hours of the Customer or because of an emergency situation due to unforeseeable circumstances, where there is insu cient time to follow regular procedures; or
      3. give the Customer instructions which it believes are necessary for reasons of health, safety or the quality of any VSAT Service delivered to the Customer or any other customer of Maxis.
    6. Before taking any of the foregoing actions in Clause 2.5 above, Maxis will give the Customer as much notice as possible, except in the case of an emergency, and whenever practicable will agree with the Customer when the VSAT Service will be suspended.
    7. Duration
    8. This Agreement shall be in force for the duration of the Contract Period unless the Agreement is terminated by the Customer. If the Customer terminates the Agreement before the expiry of the Contract Period, the Customer shall pay Maxis the monthly charge for remainder of the unexpired Contract Period in accordance with Clause 10.4. The Agreement will be extended automatically on a month on month basis on the expiry of the Contract Period unless the parties agree to extend the Agreement for a further period (“Extended Contract Period”) or the Customer terminates this Agreement in accordance with this Agreement.
    9. Maxis shall have no liability to the Customer for discontinuance of the VSAT Service or any part thereof or termination of the Agreement pursuant to this clause except, subject to the payment of the charges as stated in Clause 10.4 by the Customer, to refund to the Customer within sixty (60) days from the e ective date of discontinuance or termination (as the case may be) any advance Service Fee paid by Customer to Maxis for such part of the VSAT Service discontinued or the period after the e ective date of discontinuance or termination (as the case may be).
  1. Fees and Payments
    1. The Customer agrees to pay the Service Fees in respect of the provision of the VSAT Service in accordance with the charges specified in the Registration Form or as may be notified by Maxis to the Customer from time to time.
    2. The Service Fee shall be payable by the Customer each month/quarter (depending on the payment option subscribed to) in advance commencing from the Service Commencement Date. The Customer shall be billed the installation charges for the Sites in the first month’s invoice.
    3. Customer shall pay within thirty (30) days of invoice all applicable charges in connection with the VSAT Service. If any fees, charges or Service Fee shall remain unpaid by the due date, Maxis may without prejudice to its rights in Clause 10:-
      1. charge interest at the rate of 1.5% per month on such overdue amounts and the Customer will continue to be liable to pay such amounts, including any accrued interest thereon; and
      2. suspend the VSAT Service after fourteen (14) days’ written notice to the Customer of such late payment and the Customer having failed to pay within such period. The Customer will continue to be liable for the charges during such period of suspension.
    4. Where, at the request of the Customer, any work to provide the VSAT Service is conducted outside Maxis’ normal working hours, Maxis reserves the right to charge the Customer for such work, calculated at Maxis’ applicable hourly rates.
    5. If the Customer notifies Maxis of a dispute relating to an invoice, and such dispute is not resolved by the due date for payment, the Customer will be obliged to pay the undisputed portion of the invoice on the due date. Any billing enquiries or disputes must be lodged with Maxis in writing within thirty (30) days of the receipt of Maxis’ invoice.
    6. Any value added, addition or supplement Sites or services requested by the Customer and agreed to be provided by Maxis shall be separately charged by Maxis to the Customer.
    7. Maxis may in its absolute discretion and at any time, set-o , consolidate or combine accounts or transfer any monies outstanding to the credit of the Customer’s account with Maxis or any of its related companies (as defined in the Companies Act 1965) of whatever description towards the reduction or discharge of any sum due to Maxis by the Customer under this Agreement
    8. Taxes
    9. The Service Fee shall be paid in full without set-o , counterclaim or deduction and is not inclusive of value added taxes (VAT), goods and service taxes (GST), sales tax, service tax and any other applicable duties and taxes as imposed by the government and these taxes (if applicable) shall be added to the invoice and paid by the Customer.
    10. If any goods and services tax (“GST”) is imposed on any services supplied under this Agreement by the relevant Malaysian authorities and is applicable to the Services provided under the Agreement, Customer shall pay for the appropriate GST under each invoice Provided That Maxis has complied with the following:
      1. Maxis is duly licensed by the relevant Malaysian authorities to collect such GST;
      2. the appropriate GST for each invoice is included under the relevant invoice at the time of the issuance of the invoice; and
      3. all invoices provided by Maxis to Customer complies with the relevant GST law enforced by the Malaysian authorities.
      Maxis agrees that no GST amount shall be due and payable by Customer unless Maxis has complied with the provisions of this Clause 3A.2. The parties agree to use reasonable e¬ orts to do everything required by the relevant GST law to enable or assist the other party to claim or verify any input tax credit, set-o , rebate or refund in respect of any GST paid or payable in connection with goods or services supplied under this Agreement.
    11. The Customer shall bear all stamp duty, service tax charges, and any other cost or charge imposed by law in connection with the preparation of the Agreement and/or the provision of the Service(s). In the event service tax and goods and service tax (”GST”) is applicable to services or equipment provided by Maxis under this Agreement, Maxis is entitled to charge the service tax or GST payable to the government on the Service and/or any Maxis services or equipment supplied to the Customer and these taxes shall be added to the bills issued to the Customer.
    12. In the event GST is applicable, Maxis shall:
      1. provide to the Customer information that may be reasonably required to establish the liability for GST; and
      2. provide a tax invoice as may be required by the Customer to enable the Customer to claim an input tax credit under the law applicable to GST
  1. Access and Site Preparation
    1. The Customer shall procure the necessary permission or licenses for Maxis or its authorised agent, at all reasonable times to enter upon the Site through or over which any part of the Equipment passes or is fixed to carry out such works as are necessary to install, test, inspect, maintain, repair and/or to disconnect the Equipment. If Maxis is delayed or prevented from delivering or installing the Equipment due to any delay or default of the Customer or due to the lack of free access to carry out the necessary works, Maxis may charge the Customer the actual costs and expenses incurred for such delays or additional work performed by Maxis.
    2. The Customer shall prepare the Sites and provide such facilities as required by Maxis so that the Sites have proper accommodation, foundations and environmental conditions for the VSAT System. In the event the Site is not in accordance with the requirement of Maxis then Maxis shall not be liable for not providing the quality of VSAT Service specified or any delay in the installation of VSAT Service.
  1. Equipment/ Customer Premise Equipment
    1. The Customer shall at its own cost and expense obtain all necessary authorisations and consents from the relevant parties or authorities for the installation and use of the Equipment, including authorisations and consents for any necessary alterations to buildings.
    2. The Equipment and all property belonging to Maxis used in the provision of the VSAT Service shall not form or become annexed as part of the fixtures and fittings of the Site and shall remain the property of Maxis at all times
    3. The Customer is responsible for the Equipment and must not add to, modify, remove, relocate or in any way interfere with the Equipment, not allow anyone else (other than someone authorised by Maxis) to do so. The Customer will be liable to Maxis for any loss of or damage to the Equipment, except where such loss or damage is due to fair wear and tear or is caused by Maxis, or anyone acting on Maxis’ behalf.
    4. Any customer Premise Equipment connected to or used with the VSAT Service:-
      1. must be connected and used in accordance with any instructions, safety or security procedures applicable to the use of that Customer Premise Equipment; and
      2. must be technically compatible with the VSAT Service and approved for that purpose under any relevant legislation or by any relevant authorities.
    5. The Customer shall ensure that the Customer Premise Equipment does not function in a manner which causes disturbance, interference or disruption to or adversely a ects the VSAT Service or other services provided by Maxis.
    6. The Customer shall be responsible for the proper use of the Equipment at the Site. The Customer shall be liable to pay Maxis for the replacement and/or repair of any part of the Equipment which is lost, destroyed or damaged, save where the same is due to fair wear and tear or where such loss, destruction or damage is due to any inherent defect in the Equipment or the Equipment not having been properly installed by Maxis.
    7. VSAT Service - Ships/vessels
    8. The satellite link availability will be 99.3% per year and shall exclude outage time.
    9. In calculating the outage time, the time lost for the following reasons without limitation, shall be excluded:
      1. downtime for scheduled maintenance;
      2. faults caused by other equipment not provided by Maxis but forming an integrated part of the VSAT Service;
      3. faults arising from Sun Outages and Force Majeure events (for example, unfavorable weather conditions, eclipses or other astronomical events). Maxis will inform the Customer one (1) month in advance about timing of the Sun Outage;
      4. faults caused by Customer’s negligence in observing its obligation in using the Maxis SkyLine VSAT rendered;
      5. downtime in emergency situations; or
      6. inability to access the o -shore site or Customer denying Maxis permission to carry out any necessary repairs.
    10. On-Site Maintenance:
      1. Field Service Response Time:
        1. Maxis’ personnel or contractor to be at the port of call within 8 hours.
        2. The calculation for the time taken for Maxis’ personnel or contractor to be at the specified port of call in Malaysia will commence from the time the fault is reported by the Customer to Maxis’ Network Management Centre and the fault is confirmed originating from the VSAT network.
        3. Customer is responsible for arranging the transportation from the port of call to the Site(s).
      2. Mean-Time-To-Restoration (MTTR):
      3. Field Service Response Time:
        1. MTTR is 24 hours for instances where faulty Equipment or cables can be replaced and rectified without having the Site(s) return to the port of call.
        2. The calculation for MTTR excludes the following without limitation:
          1. faults having been caused by other equipment not provided by Maxis but forms an integrated part of the VSAT Service;
          2. faults arising from Sun Outages or events of Force Majeure nature (for example, unfavorable weather conditions, eclipses or other astronomical events);
          3. faults caused by Customer’s negligence in observing its obligation in using the Maxis Gyro VSAT rendered; or
          4. inability to access the o -shore site or Customer denying Maxis permission to carry out any necessary repairs.
      4. Exceptional Case:
        For major outage due to total damage of the Gyro-Stabilised Antenna system by fire or direct lightning strike, Maxis will replace the damaged parts with critical spare equipment stored onshore. The estimated turnaround time is between 2 – 4 weeks for the mobilization, delivery, installation, testing and commissioning of the critical spare equipment subject to the severity of the damage.
    11. Cross entity transfer of VSAT Service to another ship/vessel shall be strictly prohibited.
  1. Use and Provision of VSAT Service
    1. The Customer shall not use the VSAT Service:
      1. to send unsolicited or unwelcome or bulk electronic mail messages of any kind to anyone;
      2. in such a way as to cause excessive or disproportionate load on the VSAT Service or the Maxis Network (“Excessive Usage”). Maxis may notify the Customer when the Customer causes Excessive Usage and may provide the Customer suggestions on how to more e¬ ectively use the VSAT Service or to reverse the Customer’s usage trend. If the Customer does not reduce its usage accordingly within two weeks from Maxis’ notification, the Customer shall be deemed to be in default of its obligations under the Agreement and Maxis will be entitled to immediately terminate the VSAT Service pursuant to Clause 10 without further notice;
      3. in such a way as to improperly restrict, inhibit or degrade any other customers; use of the VSAT Service through the use of “sniffing” or “scanning” software or otherwise;
      4. for any unlawful purposes such as, but not limited to vice, gambling or other criminal purposes whatsoever for sending to or receiving from any person or displaying any message or posting which is o ensive on moral, religious, communal or political grounds or is abusive or of an indecent, obscene or menacing character;
      5. restrict, inhibit, disrupt, degrade or impede Maxis’ liability (in the sole judgment of Maxis) to deliver the VSAT Service, backbone, network nodes and other network services and components (both software and hardware) of the Maxis Network;
      6. for any purpose which is against public interest, public order or national harmony;
      7. to publish defamatory, infringing, obscene or other unlawful material;
      8. in connection with the infringement of copyright, patent, trademark, trade secret or other proprietary rights of any third party or rights of publicity or privacy;
      9. interfere with, damage, disrupt or unlawfully use or gain access to any service, equipment or computer network without authorisation by the owner of the said service, equipment or computer network;
      10. to resell or otherwise distribute or share the VSAT Service (or any portion thereof) without any prior written consent of Maxis;
      11. in violation of any laws relating to unfair competition, anti-discrimination or false advertising; or
      12. that result in distribution of viruses, Trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines.
    2. The Customer shall defend, indemnify and hold harmless Maxis, from and against any and all loss, damage, liability, loss or expense arising from the provision of the VSAT Service which are brought or threatened against Maxis by a third party because the VSAT Service is used in breach of Clause 6.1.
    3. Security of Data
    4. The Customer acknowledges that Maxis shall not be liable for the security of the Customer’s data on any of the Customer Premise Equipment or passing over the VSAT Service or the Maxis Network and that Maxis shall have no obligation to ensure and make no representations or warranties concerning the security of such data. The Customer shall be solely responsible for the data retrieved, stored or transmitted through the VSAT Service or the Maxis Network.
  1. Personal Information/ Personal Data
    1. The Customer(s) acknowledges that Maxis and/or its Related Corporations may collect, use, disclose and otherwise process the Customer(s)’s Personal Information/Personal Data as set out in the Maxis Privacy Statement. The current version of the Maxis Privacy Statement is available at http://www.maxis.com.my/pdpa and at all Maxis Service Centres. Maxis and/or its Related Corporations may update the Maxis Privacy Statement from time to time. When Maxis changes the Maxis Privacy Statement in a material way, it will post notice of this at http://store.maxis.com.my and http://www.maxis.com.my/pdpa. The Customer(s) agrees that by continuing to use the VSAT Service and/or products after such changes, the Customer(s) agrees to be bound to, accepts and/or consents to such revisions and/or modification of the Maxis Privacy Statement. The Customer(s) acknowledges and accepts that the terms and conditions of the Maxis Privacy Statement shall form an integral part of these Terms and Conditions.
    2. The Customer(s) further agrees and accepts that by registering and/or continuing to use the VSAT Service and/or products in accordance with Maxis’ Privacy Statement, the Customer(s) hereby expressly authorizes and consents that Maxis may process and use his or her Personal Information/Personal Data for any purpose which is necessary and/or related to Maxis’ provision of the VSAT Services to the Customer(s). In this respect, the Customer(s) also expressly consents that Maxis may disclose his or her Personal Information/Personal Data to Maxis’ agents, contractors, business partners, associates or such other parties as are necessary to facilitate the provision of the VSAT Service by Maxis to the Customer(s). The Customer(s) also hereby consents to Maxis processing any sensitive personal data relevant for such purposes as mentioned under this Paragraph 7.
    3. In addition and without derogation to Paragraph 7.2 above, the Customer(s) further expressly consents that Maxis may use and/or disclose his Personal Information as follows:
      1. To Maxis’ shareholders, Related Corporations and a liated companies for purposes of providing any goods or Service(s) to the Customer(s);
      2. To Maxis’ agents, contractors, business partner or associates for purposes of providing any goods or services to its Customer(s);
      3. To Maxis’ agents or contractors or any credit reference agencies or debt collection agencies for the purposes of recovering any amounts due and owing to Maxis;
      4. (d) To payment channels including without limitation, financial institutions for purposes of maintaining financial records, assessing or verifying credit and facilitating payments of any amount due to Maxis pursuant to the Agreement;
      5. To regulatory, governmental bodies or other authorities in compliance with requirements under law or towards the detection or prevention of crime, illegal / unlawful activities and/or fraud;
      6. To any party involved in or related to a legal proceeding, for purposes of the legal proceedings;
      7. To other service providers or to parties nominated or appointed by Maxis either solely or jointly with other service providers, for purposes of establishing and maintaining a common database of Customer(s);
      8. For any purpose which is necessary or related to Maxis’ provision of the Services to the Customer(s);
      9. To Maxis’ professional advisors on a need to know basis.
    4. 7.4 Save in accordance with Paragraphs 7.2 and 7.3 above and except as permitted or required under any enactment, law, statute or code, Maxis will not use or disclose the Customer(s)’s Personal Information.
    5. The Customer(s) hereby acknowledges his or her awareness that failure to provide complete and accurate information about the Customer(s) and/or relevant person (including their consents) to Maxis as required in the Agreement including the Registration Form or any Addendum, may result in his or her application for VSAT Service being rejected, the VSAT Service or Agreement being terminated and/or correspondence from Maxis including without limitation, bill statements failing to reach the Customer(s). The Customer(s) shall update Maxis as and when the Customer(s)’s Personal Information / Personal Data provided earlier to Maxis becomes incorrect or out of date, through the Maxis Privacy Centre as set out in Maxis’ Privacy Statement at www.maxis.com.my/pdpa.
  1. Limitation of Liability
    1. The Services are provided on an “AS IS” basis and the Customer expressly acknowledges that the Services is suitable for its purpose. The Customer accordingly agrees and acknowledges that no condition, warranty or representation of any kind has been given or made by Maxis or the employees, o cers, personnel, representatives, customers or agent (collectively “Personnel”) of Maxis with respect to or in respect of the Services and all other conditions, warranties, guarantees or representation, express or implied, statutory or otherwise, (i) as to the state, quality, description or otherwise of the Services; or (ii) as to its fitness for any purpose, merchantability, non-infringement; or (iii) which arises from a course of dealing, usage, law or trade practice; or (iv) as to performance of any equipment or materials supplied in connection with the provision of the Services; are hereby expressly excluded to the fullest extent permitted by law.
    2. The Customer further agrees and acknowledges that it has not relied on any representation made by Maxis, its Personnel or upon any descriptions or illustrations or specifications contained in any document including any catalogue or publicity material supplied by Maxis or its Personnel.
    3. The cessation of the obligation of the Customer to pay the Service Fees shall be the sole remedy of the Customer on termination of the Agreement for any reason whatsoever pursuant to any of the provisions of the Agreement and the Customer hereby irrevocably waives any and all rights and remedies available to it at law or in equity.
    4. Notwithstanding anything to the contrary herein contained, in no event shall Maxis and its respective Personnel or suppliers be liable to the Customer in contract, tort (including negligence whatsoever) or otherwise in respect of any claim brought by a third party or by the Customer whatsoever for any loss of profit or revenue or loss of business or loss of data or for interrupted or suspended communications or for any direct, indirect, special, incidental, consequential damages, or for any injury caused or su¬ ered by a person or damage to property or any damages arising out of or in connection with the VSAT Service or the Agreement, whether or not Maxis, its Personnel or suppliers was or should have been aware of the possibility that such damage or loss would occur. The aforesaid limitation and exclusion shall apply to the fullest extent permitted by law.
    5. The exclusion referred to in Clause 8.4 applies to any action giving rise to an obligation, duty or liability even if the action was not authorised or capable of being authorised by the Customer.
    6. Without prejudice to the foregoing, in the event a court or an arbitrator holds or finds Maxis liable to the Customer for any breach or default by Maxis under this Agreement, the Customer agrees that the amount of damages payable by Maxis shall not at any time exceed the charges paid to Maxis by Customer over the twelve (12) months period prior to the date of the cause of action arising. This limitation of liability is cumulative and not per incident.
    7. Except to the extent of Maxis’ negligence, Customer agrees to indemnify and hold Maxis and its parent company, subsidiaries, a liates, successors and assigns and their respective employees, o cers, suppliers, contractors and agents harmless from and against any and all claims, demands, damages, costs, charges, liabilities and expenses (including legal fees and costs) of every nature directly arising out of or in connection with:
      1. Any claims for libel, invasion of privacy, infringement of patent, trademark, copyright or intellectual property right or other proprietary right, breach of confidence or breach of law or regulation whatsoever arising from or attributable to the Customer Premise Equipment, Customer data or the use of the VSAT Service (whether with or without Customer’s authorisation);
      2. Any damage to property or personal injury (including death) arising from or in connection with the Customer Premise Equipment.
  1. Force Majeure
    1. Neither Party shall be liable for any breach of this Agreement caused by Act of God, insurrection of civil disorder, war, or military operations, national or local emergency, acts or omission of Government, or other competent authority, industrial disputes of any kind, fire, lightning, explosion, flood, subsidence, inclement weather, acts or omission of persons or bodies for whom a Party is not responsible or any other cause whether similar or dissimilar or outside a Party’s reasonable control.
    2. Maxis shall have no liability to the Customer for failure to supply the VSAT Service in the event Maxis is being prevented by restrictions of a legal or regulatory nature from supplying the VSAT Service.
    3. When a Force Majeure event occurs, the party a¬ ected shall notify the other party in writing and furnish to the other party all supporting evidence thereof within two (2) days of the occurrence of such an event, together with an assessment of the impact thereof on this Agreement. In the event the Force Majeure event shall continue for a period of three (3) days, Maxis and the Customer shall discuss the e ect of the Force Majeure event and mutually agree on such measures to be taken.
    4. Where the Force Majeure event shall continue for a period of three (3) months from when it first occurred, either party may serve notice on the other terminating this Agreement.
  1. Termination
    1. In the event the Customer:
      1. fails to pay in full any sums of charges due and payable pursuant to the Agreement within thirty (30) days of the relevant due date for payment; or
      2. commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within fourteen (14) days of receipt of written notice from Maxis requiring remedy of such default; or
      3. commits a material breach of this Agreement which cannot be remedied; or
      4. is repeatedly in breach of this Agreement; or
      5. is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if it goes into either voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or manager is appointed over its assets or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to the other Party; or
      6. if Maxis is required to do so by law, statute, enactment, code or by any relevant authorities; and
      7. if in Maxis’ opinion that the Services or the Maxis network is or may be used fraudulently, illegally or for unlawful purposes. then Maxis shall be entitled by written notice to Customer to treat such failure, breach or default as repudiation of the Agreement and to immediately terminate the Agreement and the VSAT Service.
    2. Without prejudice to Maxis’ rights under Clause 10.1, Maxis may at its sole discretion elect to suspend the VSAT Service or any part thereof, with or without notice to the Customer, if it considers that Customer has breached any of its obligations under the Agreement. Any such suspension shall not be breach by Maxis of the Agreement and Maxis reserves the right to charge the Customer a fee for the re-commencement of the VSAT Service. All Charges shall remain due and payable during such period of suspension by Maxis of the VSAT Service.
    3. Notwithstanding Clauses 10.1 and 10.2, Maxis may at its sole discretion terminate this Agreement and the VSAT Service for whatsoever reasons by giving the Customer a written termination notice six (6) months in advance. In this event, the Customer shall pay to Maxis the charges for the VSAT Service up till the date of termination.
    4. The Customer shall pay Maxis a sum equal to the total monthly charge that would have been payable for the unexpired portion of the Contract Period in the event:
      1. Maxis terminates this Agreement or VSAT Service due to any of the reasons set out in Clause 10.1; or
      2. the Customer terminates this Agreement or the VSAT Service during the Contract Period, and the Customer shall settle all other outstanding amounts owing to Maxis by the Customer. If however the Agreement is terminated by the Customer because of an event specified in Clause 10.1 which is attributed to Maxis, the Customer shall pay to Maxis the charges for the VSAT Service up till the date of termination.
    5. Upon the termination of or expiry of this Agreement or the Order or the VSAT Service:-
      1. the rights of the Parties accrued up to the date of such expiry or termination will remain una ected;
      2. the Customer will co-operate fully with Maxis to recover any Equipment; and
      3. all monies owing by either party to the other will become immediately due and payable and shall be paid on demand being made to settle all such amounts within the time period stipulated by such demand.
  1. Notices
    1. Any notice to be given by Maxis to the Customer under this Agreement shall be in writing and sent to the address specified in the Registration Form or to any other address as may be notified by the Customer from time to time.
    2. Any notice to be given by the Customer to Maxis under this Agreement shall be in writing and sent to Maxis Broadband Sdn Bhd at the following address or to any other address notified by Maxis from time to time.
Head of VSAT Business Unit
Maxis Broadband Sdn Bhd
Level 17 Menara Maxis
Kuala Lumpur City Centre
50088 Kuala Lumpur
Fax : 603-2330 0370
Copy to:
Head of Legal
Level 21 Menara Maxis
Kuala Lumpur City Centre
50088 Kuala Lumpur
Fax : 603-2330 0576
    1. Any notice given pursuant to this Clause shall be deemed served and receipt acknowledged if – (a) sent by courier service, on the second business day after the date of posting; (b) sent by registered or ordinary post, on the fifth business day after the date of posting; (c) hand delivered, upon delivery and acknowledgement; (d) sent by facsimile, upon completion of transmission. The original notice shall in addition be sent by post to the other Party.
  1. Confidentiality
    1. Each party agrees that all information furnished to it by the other party, including the terms of this Agreement or information to which it has access under this Agreement, shall be deemed the confidential and proprietary information or trade secrets (collectively, the “Confidential Information”) of the disclosing party and shall remain the sole and exclusive property of the disclosing party. Neither party may disclose the Confidential Information to anyone other than to its shareholders, a liates, employees or agents or advisors or payment channels or financial institutions on a “need to know basis” subject to confidentiality obligations herein.
    2. Parties agree that this section shall not apply to any Confidential Information which (i) is or becomes publicly available other than through the actions of the receiving party; (ii) is required to be disclosed by any regulatory, governmental authority, legal proceedings or as under Applicable Law; (iii) is independently developed by the receiving party without use of or reliance upon the Confidential Information; or (iv) becomes available to the receiving party without restriction from a third party
  1. Miscellaneous
    1. Time whenever expressly provided in this Agreement shall be of the essence.
    2. The Agreement and the transactions contemplated by the Agreement shall be governed by and construed in accordance with the laws of Malaysia without reference to its principle of conflict of law. Disputes arising out of or related to the Agreement shall be exclusively subject to the jurisdiction of the courts of Malaysia.
    3. This Agreement, the Registration Form, the Addendum including any schedules or appendices attached to this Agreement or the Order are incorporated in this Agreement and embodies the entire agreement between Maxis and the Customer relating to the subject matter hereof and supersedes all prior agreements and arrangements (whether written or oral) between the Parties. There are no promises, terms, conditions, or obligations, oral or written expressed or implied other than those expressly provided in this Agreement or in subsequent variations agreed in writing by the Parties.
    4. Any waiver by either Party of any breach of any term of this Agreement shall not prevent the subsequent enforcement of that term nor shall it be deemed a waiver of any subsequent breach.
    5. 13.5 In the event that any provision of this Agreement, for any reason, is found to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not a ect the other provisions of this Agreement.
    6. Maxis reserves the right at any time to share any information obtained in connection with the Agreement to any persons and for any reason whatsoever (including without limitation in connection with any provision of integrated services, credit verification, enquiries or directives from any regulatory, governmental or other authorities or in connection with any legal proceedings) and the Customer hereby expressly consents to the same.
    7. Maxis may from time to time upon giving prior notice to the Customer, make any alterations to the VSAT Service or vary the terms and conditions of this Agreement. The Customer’s continued use of the VSAT Service after the e ective date of such alteration or variation shall constitute irrevocable and unconditional acceptance to such alteration or variation. The Customer shall be entitled to terminate the Agreement by giving written notice to Maxis prior to the e ective date of such alterations or variations. Notwithstanding the above, Parties may also mutually agree to make changes to the Agreement, any such changes shall be e ective only when mutually agreed in writing and signed by the duly authorised representatives of both Parties.
    8. Maxis and the Customer may not assign, transfer or otherwise dispose of any of its rights and obligations without the prior written consent of the other party. Maxis may however assign, transfer or otherwise dispose of any of its rights and obligations to any of its a liates.
    9. The Customer shall bear all stamp duty and any other similar costs or charges imposed by law.
    10. The terms of this Agreement shall be equally applicable to any and all additional Sites or services subscribed by the Customer subject only to changes as may be agreed between the parties.