Let us help you get started

SERVICE SPECIFIC TERMS & CONDITIONS- MANAGED CLOUD (PUBLIC)

Version: April 2020

  1. GENERAL
    1. Service(s): Managed Cloud (Public)
    2. You: Business Customer signing up for the Service(s).
    3. The use of the Service(s) is subject to the General Terms & Conditions (“GTC”), Service Specific Terms & Conditions (“SSTC”), Summary Terms & Conditions (“STC”), Maxis Fair Usage Policy and any other applicable terms and conditions, all at www.maxis.com.my/tnc/business.
    4. Capitalised terms herein have the same meaning as defined in the GTC.
    5. Any conflict or inconsistency between this SSTC, the GTC and the STC, shall be construed in the following order of precedence: (a) this SSTC; (b) SSTC for connectivity provided by Maxis; (c) GTC; and (d) STC.
  1. DEFINITIONS AND INTERPRETATION
    Unless the context otherwise requires, the highlighted words shall have the following meanings:
    “Authorised User” means any party authorised by the Customer to use the Services.
    Compute Resources” means the service that provides virtual equipment, servers and storage shared by multiple users by combining CPUs (Central Processing Units), Memory and Disks to create Virtual Machines.
    Connectivity” means the wired or wireless connectivity services provided by Maxis for communication.
    Cloud Hosting Provider” means companies ie. Amazon Web Services (AWS), Microsoft Azure, Google and other cloud hosting providers which have been determined by Maxis from time to time that offer network services, infrastructure, or business applications in the cloud. The cloud services are hosted in a data center that can be accessed by companies or individuals using network connectivity as the Cloud infrastructures may not be located in Malaysia.
    Content” means your software (including machine images), data, text, audio, video, images, other content and any Customer systems and processes that interact with the Services.
    Deliverable” means any of the materials created, developed, written or prepared by Maxis in the course of the Services, including any of the deliverables specified in the Schedules or Registration Form.
    “End User Agreement” means the respective Cloud Hosting Provider’sstandard user agreement located on their respective websites.
    Fees” means the amount to be paid by you for the Services calculated in accordance with the applicable Schedules in respect of each type of Service.
    License” means the license for the Software.
    “Managed Services” mean the service described in the Managed Services Service Description to be performed by Maxisin accordance with this SSTC and the Agreement.
    Minimum Period of Service” means the minimum period of the Service(s) and/or any additional Service(s) for twelve (12) months commencing from the Service Commencement Date unless otherwise agreed between you and Maxis.
    Outage Period” means the period commencing from the earlier of: (a) the time a service affecting fault is reported by you to Maxis Fault Management Centre and which has been accordingly acknowledged as a fault by Maxis up to the time the Service is restored; or (b) the time a service affecting fault is detected by Maxis’ Fault Management Centre up to the time the Service is restored.
    “Professional Services” means consultancy, design, development or customization of the Service(s).
    “Schedules” means the schedules to this Agreement which set out, where applicable, Maxis’ proposal for the Services and Service Descriptions, including the service level agreements and guidelines for the use of the Services.
    Service Commencement Date” means the date on which Maxis notifies you that the Service(s) is ready for use upon completion of the user acceptance test. The Service(s) is deemed accepted by you three (3) working days from the date of submission of the Service Acceptance Form by Maxis to you.
    “Service Description” means the detailed descriptionof the services offered by Maxisnot limited to the Professional Services andManaged Services.
    Site(s)” means the premise(s) designated by you under “Installation Address” segment in the Registration Form, including the building(s) where the premise(s) is located, under or through which the Maxis Equipment is to be placed for the provisioning of the Service(s).
    SLA” means the service levels agreement, which is the service availability of the Service.
    Software
    means any Software programmes provided to you as part of or through
    Maxis Equipment, the
    Service(s)
    and/or the additional Service(s)
    , or which allow
    s
    you to access or use
    the Service(s)
    and/or the additional Service(s)
    , including any Software upgrades or updates.
    “Software” means any Software programmes provided to you as part of or through Maxis Equipment, the Service(s)and/or the additional Service(s), or which allowsyou to access or use the Service(s)and/or the additional Service(s), including any Software upgrades or updates.
    Software
    means any Software programmes provided to you as part of or through
    Maxis Equipment, the
    Service(s)
    and/or the additional Service(s)
    , or which allow
    s
    you to access or use
    the Service(s)
    and/or the additional Service(s)
    , including any Software upgrades or updates.
    Third Party Materials” means the works and/or materials comprised in the Deliverables, the Intellectual Property Rights in which are owned by a third party.
  1. PROFESSIONAL SERVICES
    1. Maxis will provide the Services described in the Registration Form and/or any Service Description for the term specified in the Registration Form, on and subject to this SSTC and the Agreement.
    2. Maxis will provide the Services
      1. Using reasonable skill and care;
      2. In a timely and professional manner;
      3. In accordance with the timetable and Schedule as set out;
      4. In accordance with the standards generally observed in the industry for similar services.
    3. Maxis will use reasonable endeavours to ensure the continuity of its personnel and their involvement in the Services. If you wish to suspend the work, you must provide Maxis at least 7 days prior written notice. In the absence of such notice, Maxis reserves the right to charge at its standard rates for assigned personnel who cannot be redeployed to work for other customers. Maxis will require at least 7 days’ notice to recommence work following suspension.
    4. If any change to the nature or scope of the services or any other aspect of this Agreement is identified as being desirable by either you or Maxis, a request may be submitted to the other party to effect such change. Any such request will be sufficiently detailed to enable the other party to assess the impact of the proposed change. Any change to the nature or scope of the Service or any aspect of this Agreement will only become effective when Maxis provides written confirmation of the agreed change and any applicable terms.
    5. Maxis will use reasonable endeavours to ensure that it does not introduce any virus or other specific vulnerability into any computer system used by you and will ensure that no software, data or files residing on those systems will, at any time, be corrupted, damaged or rendered inaccessible by any act or omission of Maxis.
  1. ACCEPTANCE OF PROFESSIONAL SERVICES
    1. Unless otherwise agreed, Professional Services are deemed to be accepted upon completion of the Deliverables.
    2. Where formal acceptance has been agreed, the following applies unless otherwise agreed:
      1. Maxis will notify you when any item is ready for acceptance;
      2. Within five (5) days of Maxis’ notice, you will confirm its acceptance in writing, or, if you reasonably believe that the item does not substantially conform with the acceptance criteria agreed by the parties, you will confirm this in writing with sufficient details for Maxis to be able to understand the deficiency;
      3. As soon as reasonably possible, Maxis will correct the deficiency and re-submit them for testing and acceptance as above;
      4. Any item will be deemed to be accepted if you do not issue confirmation of acceptance or non-acceptance within the timescale in clause 4.2.2; and
      5. Commercial usage of any item constitutes acceptance of the item. Commercial usage means use for any business purpose other than testing.
  1. PROVISION OF THE SERVICE(S)
    1. Where Maxis is delivering Services utilizing the Services of any third party provider, the terms and conditions of such provider shall apply in respect of such services; in particular in respect of cloud hosting this will involve the use of Amazon Web Services (AWS), Microsoft Azure, Google or other Cloud Hosting Provider for the provision of such services. Where AWS, Microsoft, Google or other cloud hosting services are involved, the relevant terms and conditions applicable to AWS, Microsoft, Google or other Cloud Hosting Provider shall be applicable in addition to these terms and conditions and by completing the Registration Form or submitting a purchase order for the Services, you agree to be bound by all of the applicable terms and conditions. Details of the AWS, Microsoft, Google or other Cloud Hosting Provider on the cloud hosting conditions (including links to such terms and conditions) can be found within the relevant Service Description. You acknowledge that no assurances in respect of the third party services is provided, and no liability in connection therewith is assumed by Maxis under this Agreement and that this is reasonable you will have a direct contractual relationship with AWS, Microsoft, Google or other Cloud Hosting Provider as applicable.
    2. You  acknowledge  thatyou  will  not  be  able  to  utilisethe  Services  if  you  do  not  accept  the End  User  Agreement. You  hereby acknowledge  that  you  have  read  and agree  to  the End  User Agreementwhich may be updated from time to timeby the respective Cloud Hosting Provider.You further agree to the additional terms and conditions as set out in Appendix 1.
    3.  You understand that Maxis is not obligated to assist you to migrate your existing public cloud service to another, unless it has been mutually agreed between you and Maxis subjectto additional charges and terms and conditions which shall apply.
    4. Unless otherwise provided herein, the Service(s) shall not include the provision or maintenance of any other equipment or software required by you to connect to the Service(s).
    5. If you subscribe to the Service as part of a bundle with Maxis connectivity services, the SSTCs for the other Maxis connectivity shall apply.
    6. The SLA for the Services may vary depending on the Services as set out in the Registration Form.
    7. You further agree to indemnify, defend, hold harmless Maxis and its respective officers, directors, employees, contractors and agents against and from any loss, theft, debt, liability, damage, obligation, claim, demand, or settlement including without limitation all reasonable costs and expenses arising out of, or resulting from any equipment or software loss or damage.
  1. CUSTOMER’S OBLIGATIONS
    1. In return of the Service, you shall pay the Fees to Maxis in accordance with Clause 8 below.
    2. You will:
      1. provide access to your premises, computers and networks as is reasonably requested by Maxis to perform the works in relation to the provision of Services;
      2. ensure that your personnel cooperate fully with Maxis in relation to the provision of Services; and
      3. promptly provide Maxis with such information and documents as it may reasonably request for the proper performance of its obligations hereunder and be responsible for ensuring such information is true, accurate, complete and not misleading in any material respect.
    3. You shall be responsible for procuring any cooperation reasonably required by Maxis to enable Maxis to perform its obligations under this Agreement.
    4. Should you fail to perform any of its obligations under this Agreement then Maxis may request, under clause 3.4, an appropriate change to this Agreement to reflect any delay, cost increase or other consequences arising from such failure.
    5. You warrant that you have all necessary authority, rights, permissions and consents to enter into the Agreement and to the Content and to any systems or services that it uses in connection with the Services. You will abide by the licence terms and conditions published in the Schedules for all software forming part of the Services. You shall ensure that the licence terms and conditions of all other software used by you in connection with the Services permit such use.
    6. You shall ensure that all Authorised Users are sufficiently competent to meet your relevant obligations as set out in the Agreement. Where you have an obligation under this Agreement, such obligation shall extend to its Authorised Users and you shall procure compliance with such obligation by such Authorised Users. You are liable for the actions, omissions, breaches and Fees incurred by Authorised Users.
    7. You shall not access, store, distribute or transmit any objectionable Content nor use the Services for any objectionable activity or purpose. Any such actions by the Customer or any Authorised User shall constitute a material breach of this Agreement.
    8. You shall not introduce any kind of harmful software, malware, viruses, trojan horses, worms, timebombs cancelbots into the systems or services of Maxis, its suppliers or customers.
    9. You must maintain the confidentiality and security of all logon credentials and the details of how to use your account. You are responsible for all Fees incurred through unauthorised access of its account, unless such unauthorised access is solely caused by Maxis. If you discover any unauthorised access, it must immediately ask Maxis to suspend your account in which case the provisions of Clause 8 shall apply.
    10. You shall not, and shall ensure that Authorised Users shall not, attempt to circumvent any security measures relating to the Services or infrastructure nor access Maxis’ infrastructure except in accordance with the instructions and APIs specified by Maxis.
    11. You are solely responsible for procuring and maintaining its systems ans services from and to the Maxis service boundary. The Maxis service boundary is defined in the Schedules.
    12. You are solely responsible for the development, operation, maintenance and use of the Content and for compliance with any Acceptable User Policy (AUP) or other policies, regulations or laws relating to the same. You use the products and services in connection with the Services at its sole risk and are liable for any costs incurred by Maxis as a result of your use of the same.
    13. You are responsible for properly configuring and using the Services and taking its own steps to maintain appropriate security, protection and backup of the Content, which may include the use of encryption technology to protect the Content from unauthorised access and routine archiving. Unless the Services include back up services, Maxis recommends that you maintain an up to date copy of the Content by other means.
    14. Unless otherwise set out in the Agreement, you are responsible for providing all support to its users and customers. Maxis shall provide support to you for the Services as described in the Schedules but does not provide any support for your services or systems that interact with the Services.
    15. You may use the Services to provide services to its own customers buy may not subcontract, sublicense, supply or re-sell the Services.
    16. You accept that Maxis may be required by law to monitor the Content and use of the Services and to provide details of the same which may include identification of logon credentials and their usage. Maxis shall not be liable for any effect on the Services caused by the obligation to comply with any requests made under any statutory authority. You agree that without prejudice to Clauses 7.5 and 12, Maxis may also monitor your use of the Services and accumulate statistics for purposes connected with the Agreement and so as to be able to develop and improve the Services.
    17. For the duration of the Agreement and for twelve months thereafter, you shall not solicit the services or employment of any Maxis personnel. This provision does not apply to unsolicited approaches to you or responses to any public recruitment campaign.
  1. MANAGED SERVICE
    1. In return for the payment of the Fees, Maxis grants you a non-exclusive, non-transferrable right to use Managed Service and to permit Authorised Users to use Managed Service for the duration of the Agreement as set out in the Registration Form.
    2. Maxis will perform Managed Service with the skill and care of a competent provider of services of a type similar to the Services and in all material respects in accordance with the applicable Service Description and service level agreement published in the Schedules. Maxis will use all reasonable efforts to achieve the KPIs; availability targets and respond, restore or fix times and any other service metrics and maintenance regimes set out in the Schedules. Any service credits set out in the Schedules are in full and final settlement of the relevant failure by Maxis. Any service credit balance remaining when the Agreement is terminated becomes null and void.
    3. Maxis will maintain security measures to the official standard classification.
    4. Maxis shall not knowingly introduce any kind of harmful software, malware, viruses, trojan horses, worms, timebombs cancelbots into the Services and will take all reasonable steps within its control to prevent the introduction of any of the foregoing.
    5. Maxis will adhere to its group privacy policy published at https://www.maxis.com.my/privacy-statement/. You will ensure that all Authorised Users are aware that the privacy policy applies to the Agreement.
    6. Maxis warrants that it has all necessary authority, licenses, rights, permissions and consents to enter into the Agreement.
    7. The obligations in this Clause 7 replace all conditions, representations and warranties which may otherwise be implied by statute, common law or otherwise. You are responsible for selecting the Services appropriate to its needs. Maxis cannot assess whether such Services are suitable for your purposes.
  1. SUSPENSION
    1. Without prejudice to any of its other rights or any rights of any of Maxis’ Cloud Hosting Provider, Maxis may suspend the Services in whole or part, upon written notice to the you where,
      1. Maxis in its sole and reasonable discretion, considers, or any claims, that you are in breach of Clause 6.7; or
      2. You exceed the usage or financial cap for its account or in the event of non-payment of any invoice for a period of thirty (30) days; or
      3. Maxis reasonably believes that the owner of any Intellectual Property in the Content has withheld, withdrawn or failed to give its permission for you use of the same; or
      4. Maxis reasonably believe there to be a material breach, or persistent lesser breach by the Customer of the Agreement; or
      5. Maxis is requested to do so by any statutory authority.
    2. Maxis may suspend the Services until the circumstances causing the suspension ceased.
    3. You will be obliged to pay the Fees for duration of the suspension. You will be liable for any additional costs incurred by Maxis relating to the matter causing the suspension.
    4. You will have no access to the Content during any period of the suspension.
    5. Maxis shall not be liable for any of its obligations under any service level agreement applicable to the Services that are affected by suspension.
  1. DELAY
    1. Maxis shall use all reasonable endeavours to perform the Services by the dates set out in the Registration Form or Service Description and in any project plan. Unless specifically agreed to the contrary in the Registration Form or Service Description, Maxis shall have no liability for liquidated or other damages arising out of such delay.
    2. Where Maxis is delayed in the performance of its Services as a result of any circumstances outside its control including without limitation force majeure or delays caused by you or its agents, Maxis shall have the right upon notice to you to either (i) suspend the provision of the Services or (ii) advise you of the anticipated delay to the Services and the additional costs associated with retaining resources in order to deliver the Services.
    3. In such circumstances, Maxis shall be entitled to invoice for Service performed at that date, including where such delay impacts an interim milestone, Maxis shall have the right to invoice for work completed notwithstanding that such milestone has been delayed.
  1. SUSPENSION
    1. Maxis warrants that it is the owner or licensee of all Intellectual Property necessary for the performance of the Services. All Intellectual Property relating to the Services and derivative works thereof arising under or during the Agreement shall be owned exclusively by Maxis or its licensors.
    2. Maxis grants you the right to use Maxis’ Intellectual Property to the extent necessary for you to make proper use of the Services but for no other purpose.
    3. Maxis agrees to indemnify you from all claims that its Intellectual Property infringes the rights of any third party provided that you,
      1. 10.3.1 have used the Intellectual property in accordance with the Agreement;
      2. do not knowingly make or intimate any admission settlement, opinion or undertaking that may be detrimental to Maxis’ defence;
      3. gives Maxis prompt notice of any claim and the right to defend and settle any such claims in its own discretion;
      4. gives Maxis reasonable endeavors to mitigate Maxis’ liability;
    4. If any infringement occurs or may occur, Maxis may at its sole option and expense:
      1. Procure the right for you to continue using the Services; or
      2. Modify or amend the Services so as to remove or avoid the infringement without materially altering the designed capability.
    5. You warrant that it is the owner or licensee of all Intellectual Property in the Content. All Intellectual Property relating to the Content and derivative works thereof arising under or during the Agreement shall be owned exclusively by you or its licensors.
    6. You grant Maxis the right to use your Intellectual Property to the extent necessary for Maxis to provide the Services but for no other purpose.
    7. 10.7 You agree to indemnify Maxis from all claims that the Content or any of the Customer’s Intellectual Property infringes the rights of any third party provided that Maxis,
      1. have used the Content and Intellectual Property in accordance with the Agreement;
      2. does not knowingly make or intimate any admission, settlement, opinion or undertaking that may be detrimental to your defence;
      3. gives prompt notice of any claim and the right to defend and settle any such claims in its own discretion;
      4. gives you reasonable assistance to defend any such claims at your cost;
      5. uses all reasonable endeavors to mitigate your liability.
    8. If any such infringement occurs or may occur, you may at its sole option and expense,
      1. procure the right for Maxis to continue using the Intellectual Property for the purpose of supplying the Services; or
      2. modify or amend the Content so as to remove or avoid the infringement; or
      3. promptly remove or discontinue use of the Content affected by the claim.
  1. SUB-CONTRACTORS
    1. Maxis may from time to time use sub-contractors to perform all or any part of its obligations under this schedule. You agree that Maxis is generally authorised to engage sub-contractors to process Personal Data. Information regarding the sub-contractors Maxis uses from time to time in connection with the performance of the Service can be found in the Schedules, and may be updated from time to time. Maxis shall notify you prior to any intended changes concerning the addition or replacement of a sub-contractor. You may object to the appointment of any sub-contractor and Maxis shall reasonably take into account your views in appointing any such sub-contractor, but for the avoidance of doubt the appointment of any sub-contractor shall be at Maxis’ absolute discretion and Maxis shall have no obligation to act in accordance with any objection raised by you.
    2. Maxis may from time to time disclose Personal Data to its sub-contractors (or allow its sub-contractors to access Personal Data) for Processing solely in connection with the fulfillment of the Permitted Purpose.
    3. Where Maxis uses a sub-contractor to Process Personal Data for or on its behalf, it will ensure that the sub-contractor contract (as it relates to the Processing of Personal Data) is on terms which are substantially the same as, and in any case no less onerous than, the terms set out in Clause 11.
    4. Maxis shall remain liable to you for the acts, errors and omissions of any of its sub-contractors to whom it discloses Personal Data, and shall be responsible to you for the acts, errors and omissions of such sub-contractor as if they were Maxis’ own acts, errors and omissions to the extent that Maxis would be liable to you under this Agreement for those acts and omissions.
  1. CONFIDENTIAL INFORMATION
    1. Confidential Information means information howsoever disclosed by one Party to the other which was not already in the public domain prior to the Agreement.
    2. Each party shall only use the other’s Confidential Information to the extent necessary and in connection with the performance or use of the Services, as applicable, or as otherwise necessary to give effect to the Agreement, or as may be required by law.
    3. Each Party agrees to keep the other’s Confidential Information in confidence and only disclose such Confidential Information on a need-to-know basis and only to persons or parties under its control.
    4. You agree that Maxis may include you in its list of customers. Each Party will obtain the other’s prior written approval for any other publicity concerning the Agreement or which mentions the other Party.
    5. The obligations in this Clause 12 survive termination of the Agreement.
  1. CHARGES
    1. The monthly recurring Charges for the Service(s) and/or any additional Service(s) shall be at the rates as offered to you by Maxis (“Monthly Recurring Charges”). The billing for each Site shall commence from the Service Commencement Date. You are responsible for payment of all Monthly Recurring Charges associated with the Service(s) and/or any additional Service(s).
    2. If you request for a change in the Service Commencement Date, Maxis may charge you its prevailing administrative fees to affect the change.
    3. Where applicable, you shall pay Maxis a one-time installation Charge (“OTC”) at the prevailing rates set by Maxis. An additional charge may be added to the OTC if installation is delayed, postponed, aborted or fails due to your act, omission or negligence, including but not limited to; no access to the Sites, incorrect/missing internal cabling and/or power facilities and wrong environmental conditions.
    4. You shall pay the appropriate charges charged by AWS, Microsoft, Google or other Cloud Hosting Provider (as applicable). You shall pay these to Maxis unless agreed by the parties that such payment should be directly to AWS, Microsoft, Google or other Cloud Hosting Provider (pursuant to an Agreement between you and the relevant Cloud Hosting Provider). Where applicable, the charges payable to AWS, Microsoft, Google or other Cloud Hosting Provider will be identified separately on Maxis’ invoice along with details of the consumption services by you to which they relate.
  1. LICENSE
    1. We will provide you the Software for the use of the Service(s). You agree to not copy, reproduce, make available, translate, adapt, or modify the Software in any way.
    2. We hereby grant you the non-exclusive, non-assignable, non-transferable, limited and personal right and revocable License to use the Service(s) and/or the additional Service(s).
    3. The ownership of the License does not at any time pass to you.
  1. ACKNOWLEDGEMENT AND WARRANTY LIMITATIONS
    1. You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Maxis gives no warranty or representation that the Services will be wholly free from defects, errors and bugs.
    2. You acknowledge that that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Maxis gives no warranty or representation that the Services will be entirely secure.
    3. You acknowledge that the Services are designed to be compatible only with that software and those systems specified as compatible in the relevant Schedules; and Maxis does not warrant or represent that the Services will be compatible with any other software or systems.
  1. MINIMUM PERIOD OF SERVICE AND TERMINATION
    1. The Minimum Period of Service is twelve (12) months commencing from the Service Commencement Date unless otherwise set out in the Registration Form or agreed between you and Maxis. Prior to the expiry of the Minimum Period of Service, you may extend the Service(s) by giving us a thirty (30) days’ advance written notice for successive period of twelve (12) months each extension (“Extension Period”) at the prevailing charges and rates imposed by Maxis and on the terms and conditions contained herein (unless otherwise notified by Maxis) until terminated by you of this SSTC and/or the Service(s). If we do not receive any notice for extension, we are entitled to terminate the Service(s) upon expiry of Minimum Period of Service and will not be responsible for any loss or damaged that you or any t
    2. hird parties might sustain as a result of the termination of the Service(s). If you terminate the Service(s) during the Minimum Period of Service or Extension Period, you agree to pay Maxis the early termination charge which is the total Monthly Recurring Charges for the remaining Minimum Period of Service or Extension Period (“Early Termination Charge”).
    3. Maxis may terminate the Service(s) and/or the additional Service(s) by giving you thirty (30) days prior written notice.
    4. If you relocate the Service(s) or upgrade the Service(s) during the Minimum Period of Service, you are not liable to pay for the Early Termination Charge, provided you terminate the Service(s) and the Agreement and enter into a new agreement with Maxis for the Service(s) at the new location or for the upgraded Service(s). The new agreement between you and Maxis will be based on the prevailing Charges and further terms and conditions imposed by Maxis.
  1. WARRANTY AND LIMITATION OF LIABILITY
    1. You warrant that: (a) you have the power to enter into and observe your obligations under this SSTC and the Agreement, (b) you are the owner of specifications, designs and/or the materials supplied to Maxis to enable Maxis to provide the Service(s) and (c) you have not relied on any representations made by Maxis or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity materials supplied by Maxis.
    2. Subject to clause 18.5 of the GTC, Maxis’ liability for such laws shall be limited to the lesser of: (a) the fees paid to Maxis by you over the twelve (12) months period prior to the date of the breach or (b) RM500.00.
  1. DEFINITIONS AND INTERPRETATION
    1. Unless the context otherwise requires, the highlighted words shall have the following meanings:
      “AWS” means Amazon Web Services Inc.;
      “AWS Services” means the list of services https://s3-us-west-2.amazonaws.com/solution-provider-program-legal-documents/Solution+Provider+Program+List+of+Services.pdf (and any successor or related locations designated by AWS), as may be updated by AWS from time to time;
      “Customer Agreement” means AWS’s standard user agreement located on the AWS website at http://aws.amazon.com/agreement (and any successor or related locations designated by AWS), as may be updated by AWS from time to time.
  1. ADDITIONAL TERMS AND CONDITIONS
    1. You warrantand represent that you arenot a public sector end customer.
  1. AWS ACCOUNT
    1. In order for Maxis to bill you, you must:-
      1. create an AWS account yourself in yourown name; or
      2. consent to Maxis to create an AWS account on behalf of youin your name if youdo not have an AWS account; 
      and enter into a Customer Agreement with AWS (which you hereby acknowledges the acceptance of the terms and conditions).
    2. You agree that:-
      1. Maxis is authorised to link your AWS account to Maxis’ master account;
      2. you shall store and maintain a valid credit card on file for your AWS account throughout the term specified in the Registration Form. Once your AWS account is unlinked from Maxis’ master account, you authorise AWS to charge such credit card forthe use and access to the AWS Services; and
      3. you shall notify Maxis at least fourteen (14) days in advance if you intend to remove or change the credit card details from its AWS account.
  1. CUSTOMER’S ADDITIONAL OBLIGATIONS
    1. You acknowledge and agree:-
      1. you must have an existing Customer Agreement to receive and access the AWS Services directly from AWS which governs all access toand use of the AWS Services on AWS account;
      2. you haveread and understood the terms set out in https://s3-us-west-2.amazonaws.com/solution-provider-program-legal-documents/AWS+Solution+Provider+Program+-+Program+Guide+for+End+Customers.pdf (and any successoror related locations designated by AWS) as may be updated from time to time, when utilising AWS Services;and
      3. unless Maxisagreesotherwise, you must acquire only from us all services you use for carrying data to or from your AWS Services
    2. You are encouraged to use multi-factor authentication for each of your AWS accounts.
  1. DIRECT AGREEMENT WITH AWS FOR AWS SERVICES
    1. You acknowledge and agree:-
      1. You have receivedthe AWS Services directly from AWS under the Customer Agreement with AWS. Maxis does not provide you with any AWS Services underthe Agreement and is only responsible for invoicing you and receiving payments for such invoices
      2. Maxis does not have nor is it responsible for any contractual rights, commitments or obligations between you and AWS under the Customer Agreement;
      3. Maxis is not liable to you including your end users or any third parties for any claims arising out of or relation to the AWS Services and/or the Customer Agreement;
      4. AWS is entitled to exercise any of its rights and perform any of its obligations under the Customer Agreement;
      5. the AWS Services may be removed, added and/or updated and the prices may be varied by AWS. In such instance, Maxis may remove, add and update the AWS Services and vary such prices accordingly; and
      6. any dispute in relation to the Customer Agreement (including but not limited to policies, terms or service descriptions) shall be referred to AWS.
    2. The terms in this appendix and the SSTC shall govern the payment and tax for your use of the AWS Services and shall supersede any terms in the Customer Agreement.
  1. SUPPORT
    1. AWS support options which can be referred at https://aws.amazon.com/premiumsupport/ (or any successor or related locations designated by AWS), as may be updated by AWS from time to time, is available you through AWS.
  1. CHARGES
    1. Maxis shall invoice you and you shall pay the charges in accordance with the terms of the SSTC for the AWS Services that you have accessed and used under your AWS account and Customer Agreement.
    2. The charges for the AWS Services will ordinarily be billed monthly in arrears with the exception of any plan that requires advance payment by Maxis and plans such as the Reserved Instance and Saving Plan which will be billed in whole or in part monthly in advance.
    3. You agree that:
      1. notwithstanding the AWS Services are priced in US dollars (excluding applicable taxes including Service Tax), Maxis will be invoicing you in Ringgit Malaysia based on the foreign exchange rate applicable on the date of usage;
      2. the pricing for the AWS Services shall follow the pricing information as agreed with AWS;
      3. you shall pay Maxis in Ringgit Malaysia; and
      4. applicable taxes will be added to the invoice after the charges for the AWS Service charges are converted into Ringgit Malaysia.
    4. In determining the foreign exchange rate, Maxis shall apply the daily foreign exchange rate at closing, as published by Bloomberg for currency conversion purpose. Maxis reserves the right, at any time, to apply the daily foreign exchange rate published by other reputable financial data providers, financial institutions or regulatory authorities which rates are publicly available.
    5.  
    6. In the event you default in its payment and does not remedy such default in accordance with the terms of the Agreement, you agree that Maxis is entitled:-
      1. sever billing relationship between you and Maxis;
      2. proceed to unlink your AWS account from Maxis’ master account without further notice to you;
      3. you shall continue to be liable to Maxis for all outstanding amount due and owing to Maxis; and
      4. upon unlinking of AWS account, the previous payment method will be reinstated by AWS.
  1. CONSEQUENCE OF TERMINATION
    1. If you, Maxis or AWS terminate any of your AWS Services, you agree that there is no refund of any advance payment and such payment shall be forfeited by AWS.
    2. You agree that you shall be liable for all other payments that is required to be paid in advance as charged by AWS notwithstanding that the Customer Agreement may be terminated earlier by any party for any reason whatsoever.
    3. You acknowledge and agree:-
      1. if AWS ceases to provide the AWS Services which you are subscribing to or terminates the Customer Agreement, AWS account and/or AWS Services for any reason whatsoever; or
      2. if you terminate the Customer Agreement, AWS account and/or AWS Services for any reason whatsoever;
      Maxis shall not be responsible for any migration of your data from the AWS cloud server unless the you request for Maxis to provide migration services to migrate the your data to another third party cloud hosting provider which shall be subject to additional costs to be mutually agreed by the parties.
    4. Upon termination, you are responsible for unlinking your AWS account from Maxis’ master account and to update the following:-
      1. Tax Settings page – tax settings including business legal address, tax registration number and business legal name (if applicable or if directed in the Tax Setting page); and
      2. Payment Methods page – billing information and billing address.
    5. You agree to indemnify and hold Maxis and its respective employees, directors, officers, suppliers, contractors and agents (“Indemnities”) harmless from and against any and all claims, demands, actions, damages, loss, costs, charges, liabilities and expenses (including solicitor’s fees and costs) of every nature directly and indirectly made by the you, AWS or any third party against the Indemnities, arising out of or in connection with the AWS Services you receive and accesses from AWS.