Service Specific Terms & Conditions – Maxis Asset Monitoring Solution

 
  1. General
    1. Maxis Asset Monitoring Solution is an end-to-end solution that comprises hardware and software services that allows you to monitor the location and condition of your assets at indoor facility (hereinafter the “Service” and constituting a Service(s) as defined under the General Terms & Conditions) in accordance with the rate plan selected by you (“Plans”).
    2. You: The Business Customer signing up for the Service.
    3. The Service and your use of the Service are subject to the General Terms & Conditions (the “GTC”), these Service Specific Terms & Conditions (this “SSTC”), the Summary Terms & Conditions (the “STC”), the Maxis Fair Usage Policy, the Maxis Group Privacy Statement, and any other applicable terms and conditions, all set out at www.maxis.com.my/tnc/business (collectively, the “Terms”).
    4. Capitalized terms herein have the same meaning as defined in the GTC.
    5. Any conflict or inconsistency between this SSTC, the GTC, and the STC shall be construed in the following order of precedence:
      1. SSTC;
      2. GTC; and
      3. STC.
    1. You acknowledge and agree that by using the Internet in general, you may be subject to various risks, including amongst others:
      1. unauthorised invasion of your privacy during, or as a result of, you or another party’s use of the network; and
      2. unauthorised exposure of information and material you listed or sent, on or through the Service, to other users, the general public or any other specific entities for which the information and material was not intended by you.
 
  1. Definitions and Interpretation
    1. Unless the context otherwise requires, the words below shall have the following meaning:
      “Content” means certain information including but not limited to text, sounds, music, software, photographs, videos, data, graphics, images, animations, logos, button icons, audio clips, messages, links, listings or other materials published in any medium;
      “End User” means your employee or agents or any person authorized to act on your behalf in relation to the Service;
      “Licensor” means any third party licensor of any intellectual property forming any part of the Service.
      “Log-on Detail” means the user identification detail and/or email address entered which is unique to you and accompanying initial password supplied to you for access to the Service;
      “Password” means the string of alphanumeric characters selected by you which, being unique to you and known only to you and Maxis, authenticates your user identification detail whenever you access the Service; and
      “Service Commencement Date” means the date of receipt of the devices/hardware by you, or complete installation of the devices/hardware on-site, whichever is the later.
 
  1. Provision of Service
    1. Subject to acceptance by Maxis, Maxis will provide the Service(s) as requested by you which is signified by the availability of the Service to you at a fee subject to a Minimum Period of Service.
    2. Unless otherwise provided herein, the Service(s) shall not include the provision or maintenance of any other equipment or software required by you to utilize the Service(s).
    3. Maxis and the Supplier do not undertake that the Service(s) will be fault-free, continuous or uninterrupted. For the avoidance of doubt, we shall not be liable for any failure to provide the Service due to faulty device/hardware.
    4. In order to use the Service, it is necessary that you have devices/hardware that allows you access to the Internet.
    5. You acknowledge that we and/or the Supplier may modify or replace any software or add, remove, suspend of stop any features or functionalities of the Service at any time without notice to you.
    6. You acknowledge that we and/or the Supplier may modify or replace any software or add, remove, suspend of stop any features or functionalities of the Service at any time without notice to you.
    7. Installation provided by Maxis for the Service is available upon your request. You shall be responsible to directly arrange for the installation of the Service with our nominated professional installers within the designated areas as prescribed by us. Any installation outside of the designated areas may be permitted at our sole and absolute discretion and subject to additional charges. You agree to bear the cost of the installation as informed by us, which shall be billed to you by Maxis. In no event shall we be responsible or liable for any personal injury, defects, loss, damage or delays directly or indirectly arising from or in connection with the installation of the Service, whether in action of contract, negligence or other tortious action to the fullest extent permitted by law.
    8. You acknowledge that you are solely responsible to verify that installation of the Service will not affect or void any warranty of your assets. You understand and agree that Maxis and the Supplier shall have no liability whatsoever for any loss of asset warranty and/or damage of any kind including direct, indirect, consequential, incidental, or special, as a result of the installation of the Service.
 
  1. Devices/Hardware
    1. When you subscribe to the Service(s), you acknowledge and understand that you shall purchase from us devices/hardware and the bundled accessories for use with the Service, which are supplied by third party supplier(s) (collectively and individually referred to as “Supplier”) and not by Maxis. Maxis’ role is limited to the provision of the Service to you.
    2. The models of the devices/hardware are subject to availability. The devices/hardware are subject to the respective manufacturer’s terms of use (as applicable). Maxis reserves the sole and absolute right to upgrade, change or replace the models of the devices/hardware without any prior notice at any time.
    3. You acknowledge and understand that there are different devices in the Service which may depend on each other to function, and in order for you to use the Service, it is necessary that you purchase such devices/hardware.
    4. You acknowledge and agree that any installation of devices/hardware and on-site support or training is subject to additional Charges.
    5. We reserve the right to impose cancellation charges up to 100% of the total value of the order in the event an order is cancelled after our receipt of your order for devices/hardware and we have already issued an order to the Supplier.
  1. Warranty
    1. You acknowledge that a warranty against manufacturing defects and faulty components in the devices/hardware (“Warranty”) is provided by the Supplier or manufacturer for a period of twenty-four (24) months from the date of receipt of the devices/hardware (“Warranty Period”).
    2. If during the Warranty Period you submit a claim and return the devices/hardware to the Supplier in accordance with the Warranty, the Supplier will, at its sole and absolute discretion, repair or replace any faulty devices/hardware at no charge to you, provided always that the devices/hardware have not been tampered with and is covered under the Warranty. At the Supplier’s option, the replacement product for the faulty devices/hardware may be the same model as the one you purchased, or one that has similar functionality. Replacement product or repaired parts will assume the unexpired period of the original Warranty.
    3. You must submit the Warranty claim and the Supplier must receive the faulty devices/hardware returned by you within the Warranty Period, failing which the Warranty shall be rendered void.
    4. In the event of any issues with the devices/hardware, you may contact us for support. In the event your issues cannot be resolved due to circumstances out of our control, we shall contact the Supplier directly to rectify and resolve the issues. In such a case, you agree and acknowledge that there may be a delay in resolving your issues, and such delay is not attributable to Maxis.
    5. You agree to comply with any Maxis’ instruction to deliver the faulty devices/hardware to the Supplier for repairs, and that such delivery shall be subject to delivery costs, if any. Maxis will notify you if there is any delivery costs involved.
    6. The Warranty does not apply to (a) defects caused by natural wear and tear, including but not limited to scratches, dents or surface coatings that have diminished over time; (b) damage caused by tampering of the devices/hardware; (c) damage arising from failure to comply with the operating instructions relating to the use of the device/hardware; (d) damage caused by accident, abuse, misuse, fire, or other external causes due to interference by you or third parties; (e) damage caused by use of non-original components; (f) damage caused by service (including upgrades and repairs) performed by anyone who is not a representative of Maxis or the Supplier; (g) stolen or lost devices/hardware; (h) Force Majeure events; or (i) other reasons for which we and the Supplier are not responsible. You agree that charges will apply for the repair or replacement of any faulty devices/hardware in such circumstances.
 
  1. Delivery
    1. All delivery dates given are estimates only and shall not be binding. We and the Supplier are not be responsible for any delays in delivery (including any purported binding agreed delivery dates) due to Matters Beyond Our Reasonable Control or other events that render delivery considerably more difficult or impossible (including difficulties in procuring materials, operational disruptions, principal courier company, customs, strikes, lock-out, shortages in transportation, directives or regulatory orders, including where these occur in relation to the Supplier's own supplier or their sub-contractors).
    2. Such delays shall entitle us and the Supplier to postpone the delivery for the duration of the hindrance including a further reasonable period or to rescind the order, in whole or in part. You will be promptly notified of such delay.
    3. You agree that partial deliveries may be rendered and the issuance of invoices by Maxis to you may be on that basis.
    4. Upon receipt of the devices/hardware, it is your responsibility to inspect the delivered devices/hardware to ensure that the quantity, model, specifications of such devices/hardware conform to the order. You have five (5) days from the date of receipt of the devices/hardware, or date of installation of the devices/hardware, whichever is the later, to report any non-conformance or faulty devices/hardware and to return such devices/hardware at your own cost for us to assess your complaint, failing which it shall be deemed that you have received the correct devices/hardware and they are in conformance, good condition, and working order.
    5. If the devices/hardware are returned to the Supplier within the stipulated time and are determined to be non-conforming or faulty, the Supplier shall have the sole and absolute discretion to either repair or replace the devices/hardware free of charge, provided always that you shall not have used, disposed of, or altered the devices/hardware in any manner. You agree that the repaired or replacement unit shall be delivered to you at your own costs.
    6. You agree that you shall not rescind or cancel any order in the event of immaterial non-conformance. Should you elect to do so, in whole or in part, due to an immaterial non-conformance or failure to remedy, you agree that Maxis shall not be liable for damages based on the immaterial non-conformance or failure to remedy.
    7. In the event of any issues with the Service(s), you may contact our customer service channels to rectify any problems. You shall, prior to reporting a Service(s) failure or problem, carry out all necessary steps to determine the cause of the Service(s) failure or problem.
    8. In using the Service(s), you agree that you shall:
      1. not downgrade your subscribed Plan during the Minimum Period of Service;
      2. access the web portal and mobile application only through the interface provided by the Supplier and not by any other means;
      3. use the web portal, mobile application and Service(s) at your own risk, including information and data you upload or provide when using the web portal and/or mobile application;
      4. read, understand, comply with and use the Service(s) according to the specifications, guidelines, recommendations and the user guide provided to you (if applicable);
      5. not misuse the web portal and mobile application, software, hardware and/or services in violation of any law or this Agreement; and
      6. not hold Maxis responsible for any loss or damage to asset(s) whatsoever including but not limited to loss of use or data, whether in action of contract, negligence or other tortious action, arising out of or in connection with the use of, or inability to access or use the Service(s) to the fullest extent permitted by law.
    1. You acknowledge and accept that you can only utilise the Service(s) within wireless connectivity coverage area.
    2. You acknowledge and understand that:
      1. the Service(s) works best indoors with no obstruction surrounding the devices/hardware, provided that there is a constant supply of power/electricity. A device mounted near, under or beneath metal surface will experience reduced or loss of quality which may include connection;
      2. the device should not be worn on or attached to the human body; and
      3. we do not control or endorse the content, messages or information found in the web portal and/or mobile application and, therefore, we specifically disclaim any liability with regard to the Service(s) and any actions resulting from your use of the Service(s).
    1. We do not recommend the use of the Service(s) where the risk of non-connection or loss of connection of the Service carries a material risk. Accordingly you may only use the Service if you accept all such risk and insure accordingly.
 
  1. Minimum Period of Service and Termination
    1. You agree to be subject to a minimum period of service of twenty four (24) months from the Service Commencement Date (“Minimum Period of Service”). Upon expiry of the Minimum Period of Service, the Service shall be automatically renewed on a monthly basis (“Renewed Term”) on the same terms and conditions unless terminated by either party by giving a thirty (30) days advance written notice prior to expiry of the Minimum Period of Service.
    2. If you terminate the Service(s) during the Minimum Period of Service or Renewed Term, you agree to pay Maxis the early termination charge which is the total monthly recurring charges for the remaining Minimum Period of Service or Renewed Term (“Early Termination Charge”).
    3. If you (a) downgrade your subscribed Plan; (b) re-sell, re-supply, transfer and/or assign/novate the Service to a third party; or (c) change, transfer or assign/novate the Service to a different payment responsible accounts, we are entitled to terminate the Service. You will be charged with the Early Termination Charge. Upon any re-subscription of the Service by you, the Minimum Period of Service shall begin anew. If you upgrade to a Service Plan with a higher monthly recurring charge, you will not be required to pay the Early Termination Charge for the previous Plan and the Minimum Period of Service of the new Plan subscribed by you shall start afresh.
    4. Once the Service or any of its parts or features are terminated, suspended or downgraded, certain processes that took place with respect to your account, set or planned campaigns, collected data and other information, cannot be reversed, and we shall bear no responsibility for consequences resulting therefrom.
    5. You shall still be liable for all monies due and owing by you as at the date of discontinuance or termination.
    6. We reserve the right without liability, at our sole discretion, to discontinue or terminate the Service or any part thereof for whatever reason including but not limited to reason of non-payment (a) without any notice to you; or (b) by giving you three (3) months advance written notice.
 
  1. Charges
    1. You agree to pay the Charges in respect of the provision of the Service(s) in accordance with your selected Plan and any one-time charge for the purchase of the devices/hardware, delivery, on-site installation, on-site training and other additional charges as set out in the Maxis Registration Form, or as notified by Maxis to you from time to time. The Charges are exclusive of all applicable taxes.
    2. The Charges for the Service(s) are payable by you each month commencing from the Service Commencement Date. You shall be billed for the devices/hardware and any installation charges or other additional charges in the first month’s invoice. You shall pay within thirty (30) days of the date of the invoice all applicable charges in connection with the Service(s).
    3. Any value added, addition or services requested by you and agreed to be provided by Maxis shall be separately charged by Maxis to you.
 
  1. License
    1. You agree that:
      1. your use, and use by your End Users, of the Service shall be subject always to the Licensor’s terms and conditions including but not limited to any end user license agreement or any other terms in connection with the grant to you of any right or license to use the Service, as set out in Appendix II (the “Licensor’s Terms”);
      2. Maxis is not responsible or liable to you in connection with any intellectual property of the Licensor or any other third party;
      3. Maxis is not responsible or liable to you in connection with any termination or suspension of any right or license granted to you by the Licensor;
      4. Maxis is not responsible or liable to you in connection with the Licensor’s exercise of any of its rights under the Licensor’s Terms; and
      5. you will, at your sole cost and expense, indemnify, defend, and hold Maxis harmless against any claims from any third parties (including claims by the Licensor) in connection with your breach of the Licensor’s Terms.
 
  1. Log-on Details
    1. Maxis reserves the right to request you to reset or alter your Password. You may change and/or create new Log-on Details at any time by submitting a request to us in writing which shall be subject to our approval and any additional charge. The right to your account, Log-on Detail and other identifiers used for the Service does not transfer to you and can be disabled, reclaimed and reused once your account is terminated or deactivated for whatever reason by either you or us.
    2. You are encouraged to periodically change your Password especially when an End User is changed.
    3. We reserve the right to invalidate or suspend your Log-on Details and Password at any time without being obliged to offer you any explanation or prior notice in the event of (a) non-payment, (b) suspected and/or proven misuse of the Service, (c) you are not complying with your responsibilities and obligations under this Agreement, or (d) any infringement of a third party's intellectual property occurs or is alleged in connection with the Service. We shall not be liable for any loss or damage which you may suffer as a result of such invalidation and/or suspension.
 
  1. Your responsibilities and obligations
    1. You acknowledge and agree that you shall:-
      1. comply with the Licensor’s Terms and ensure that your End Users comply with the Licensor’s Terms;
      2. always use caution when giving out any personally identifiable information about yourself or your personnel via Service and/or the Services;
      3. not carry out or permit to be carried out any additions, improvements, adjustments, modifications, alterations or replacements to Service or the devices/hardware without the prior written consent of Maxis;
      4. retain Service at all times in the custody and control of yourself and not permit any third party to use Service. Use of Service by any third party shall be deemed to be use of Service by you;
      5. be solely responsible for any data or Content transmitted or broadcasted (whether authorised by you or not) and the security of any data/information retrieved, stored or transmitted and managing the use of the storage capacity for your data/information to ensure it is within the capacity allocated to you. We are not liable for any unauthorised access to any data/information notwithstanding the cause of such unauthorised access and shall have no obligation to back up or manage the data/information;
      6. access the Service mobile application and Service web application only through the interface provided by Maxis and not by any other automated means or interfaces;
      7. use the Service at your own risk, including information and data you upload, input or provide when using the Service;
      8. use all precautions to prevent, and report immediately to us upon the discovery of, any fraud, unauthorised usage, or any other unlawful acts. You agree to lodge a police report whenever instructed by us and to give us a certified copy of such report;
      9. not use or permit the use of the Service or install, connect, link or use or permit the installation, connection, linking or use of any equipment in contravention of any law or which generates or is likely to generate traffic or usage which causes or is likely to cause congestion in or disruption to the provision or operation of any service by us or any other service provider;
      10. use the Service according to the specifications, guidelines and recommendations and shall immediately disconnect or cease to use the Service at our request;
      11. impose necessary restrictions and obligations on the End Users to ensure they uphold these terms and conditions as if the End Users were a party to this Agreement;
      12. be adequately insured with a reputable insurer against all risks which a prudent person carrying on its business would insure against; and
      13. ensure that all other equipment and software used in connection with the Service or part thereof are compatible and can properly function.
 
  1. Disclaimer and Liability
    1. YOU AGREE THAT THE SERVICE, IN WHOLE OR IN PART, IS PROVIDED BY THIRD PARTY SERVICE PROVIDERS INCLUDING THE LICENSOR AND/OR ANY OTHER THIRD PARTY PROVIDING ANY HOSTING, DISTRIBUTION, MANAGEMENT, MAINTENANCE AND/OR OPERATION OF ANY SOFTWARE, SOFTWARE WHICH IS PROVIDED AS A SERVICE, DATA, DATABASE, INFRASTRUCTURE, AND/OR PLATFORM, WHICH IS PROVIDED AND/OR ACCESSED OVER THE INTERNET AND/OR ANY OTHER NETWORK.
    2. IN ADDITION TO AND NOT IN DEROGATION OF THE GTC, WE EXCLUDE ANY LIABILITY RELATED TO IT AND ARE NOT RESPONSIBLE FOR ANY LOSS, DAMAGE, LIABILITY OR EXPENSES ARISING FROM ANY CLAIMS WHATSOEVER INCLUDING BUT NOT LIMITED TO CYBER TERRORISM, INVASION OF PRIVACY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR BREACH OF ANY LAW OR REGULATION ARISING FROM THE USE OF THE SERVICE, WHETHER BY YOU OR ANY OTHER THIRD PARTY. RISK PASSES TO YOU IMMEDIATELY UPON ACTIVATION OF THE SERVICE.
    3. WE DO NOT CONTROL OR ENDORSE THE CONTENT, MESSAGES OR INFORMATION FOUND IN THE SERVICE AND, THEREFORE, WE SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO THE SERVICE AND ANY ACTIONS RESULTING FROM YOUR USE OF THE SERVICE.
    4. WE ARE NOT LIABLE FOR ANY UNAUTHORISED ACCESS OR USE OF THE SERVICE (NOTWITHSTANDING THE CAUSE OF SUCH UNAUTHORISED ACCESS) AND FOR ANY LOSS OR DAMAGE DUE TO LOSS OF YOUR INFORMATION AND/OR DATA AND SHALL HAVE NO OBLIGATION TO BACK UP OR MANAGE THE DATA/INFORMATION.
    5. WE DO NOT RECOMMEND THE USE OF THE SERVICE WHERE THE RISK OF NON-CONNECTION OR LOSS OF CONNECTION OF THE SERVICE CARRIES A MATERIAL RISK. WE WILL NOT BE HELD RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT YOU OR ANY THIRD PARTIES MIGHT SUSTAIN AS A RESULT OF THE USE OF THE SERVICE BY YOU. ACCORDINGLY YOU MAY ONLY USE THE SERVICE IF YOU ACCEPT ALL SUCH RISK AND INSURE ACCORDINGLY.
    6. THE SERVICE IS 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 SERVICE. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES, AND GUARANTEES WITH RESPECT TO THE SERVICE, 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, SATISFACTION, FITNESS FOR PARTICULAR PURPOSE OR NON-INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.
    7. MAXIS DOES NOT GUARANTEE THAT (A) THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT MAXIS WILL CORRECT ALL ERRORS IN THE SERVICE; (B) THE SERVICE WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER SOFTWARE, HARDWARE, SYSTEMS, OR DATA; (C) THE SERVICE, INCLUDING ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL YOU OBTAIN FROM MAXIS UNDER THIS AGREEMENT, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; AND (D) ANY SERVICE LEVELS, PERFORMANCE INDICATORS, OR ANY OTHER BENCHMARKS WILL BE MET BY THE SERVICE.
    8. YOU ACKNOWLEDGE THAT THE SERVICE 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.
    9. YOU AGREE THAT MAXIS RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SERVICE AT ANY TIME WITHOUT NOTICE.
    10. YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT, APPLICATION, SOFTWARE, OR NON-MAXIS MATERIALS THAT YOU LOAD INTO OR USE TOGETHER WITH THE SERVICE OR CREATE, AND YOU AGREE, AT YOUR SOLE COST AND EXPENSE, TO DEFEND MAXIS AGAINST ANY CLAIM AND INDEMNIFY MAXIS FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY YOU, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT, APPLICATION, SOFTWARE, OR NON-MAXIS MATERIALS.
 
  1. Warranty and Representations
    1. You undertake, represent, and warrant that:
      1. you have the power to enter into and observe your obligations under this Agreement; and
      2. you have not relied on any representations made by Maxis or upon any descriptions or illustrations or specifications contained in my document including any catalogues or publicity materials supplied by Maxis.