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SERVICE SPECIFIC TERMS & CONDITIONS ("SSTC") MANAGED CLOUD (PUBLIC)

Version: February 2022

  1. GENERAL
    1. Service(s): Managed Cloud (Public).
    2. You or Customer: Business Customer signing up for the Service(s).
    3. The use of the Service(s) is subject to the General Terms & Conditions (“GTC”), this Service Specific Terms & Conditions (“SSTC”), SSTC for the connectivity (if applicable), Summary Terms & Conditions (“STC”), Maxis Fair Usage Policy and any other applicable terms and conditions, all available at www.maxis.com.my/tnc/business.
    4. Unless otherwise specified, the 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; (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 Service(s).
    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 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 Customer and/or Authorised Users using network connectivity as the cloud infrastructures may not be located in Malaysia.
    Deliverable”  means any of the materials created, developed, written or prepared by Maxis in the course of the Service(s), including any of the deliverables specified in the Schedules or Registration Form.
    “End User Agreement” means the respective Cloud Hosting Provider’s standard user agreement located on their respective websites.
    Fees” means the amount to be paid by you for the Service(s) 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 Maxis in 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(s) is restored; or (b) the time a service affecting fault is detected by Maxis’ fault management centre up to the time the Service(s) is restored.
    “Professional Services” means consultancy, design, development or customization of the Service(s).
    “Schedules” means the schedules to the Agreement which set out, where applicable, Maxis’ proposal for the Service(s) and Service Descriptions, including the service level agreements and guidelines for the use of the Service(s).
    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 description of the services offered by Maxis not limited to the Professional Services and Managed 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(s).
    "Software" means any software programmes provided to you as part of or through Maxis Equipment, the Service(s) and/or the additional Service(s), or which allows you to access or use the Service(s) and/or the additional Service(s), including any software upgrades or updates.
    "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 Service(s) 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 Service(s) and any additional Service(s):
      1. Using reasonable skill and care;
      2. In a timely and professional manner;
      3. In accordance with the timetable and Schedules as set out; and
      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 Service(s). If you wish to suspend the Service(s), 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 Service(s) 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(s) 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 Service(s) 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 Cloud Hosting Provider for the provision of such services. Where any cloud hosting services are involved, the End User Agreement imposed by the 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 Service(s), you agree to be bound by all of the applicable terms and conditions set out in the End User Agreement. Details of the relevant Cloud Hosting Provider including the relevant hyperlink to the End User Agreement can be found within the relevant Service Description. You acknowledge that no assurances in respect of the third party services provided, and no liability in connection therewith is assumed by Maxis under the Agreement and that you will have a direct contractual relationship with the relevant Cloud Hosting Provider as applicable. The Cloud Hosting Provider may have the right to terminate the End User Agreement; and where such termination is exercised by the Cloud Hosting Provider, Maxis shall have the right to cease supply of the affected Service(s) to Customer without any liability to compensate Customer for the same.
    2. If you purchase compute resources from Maxis as part of the Service(s), “Compute Resources” shall refer to the service that provides virtual equipment, servers and storage shared by multiple users by combining Central Processing Units (CPUs), memory and disks to create virtual machines. 
    3. You acknowledge that you will not be able to utilise the Service(s) if you do not accept the End User Agreement. You hereby acknowledge that you have read and agree to the End User Agreement which may be updated from time to time by the respective Cloud Hosting Provider. You further agree to the additional terms and conditions as set out in Appendix 1 for AWS Managed Cloud Service.  
    4. 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 subject to additional charges and terms and conditions which shall apply.  
    5. 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).
    6. If you subscribe to the Service(s) as part of a bundle with Maxis’ connectivity services, the SSTCs for Connectivity shall apply.
    7. The SLA for the Service(s) may vary depending on the Service(s) as set out in the Registration Form. 
    8. You further agree to indemnify, defend, hold harmless Maxis and its respective officers, directors, employees, contractors and agents against and from any loss, theft, debt, liability, damage, obligation, claim, demand, or settlement including without limitation all reasonable costs and expenses arising out of, or resulting the use of Service(s) and/or from any equipment or software loss or damage.
  1. CUSTOMER’S OBLIGATIONS
    1. In return of the Service(s) provided by Maxis, 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 Service(s);
      2. ensure that your personnel cooperate fully with Maxis in relation to the provision of Service(s); 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 third party cooperation reasonably required by Maxis to enable Maxis to perform its obligations under the Agreement.  
    4. Should you fail to perform any of your obligations as stipulated under the Agreement then Maxis may request for 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 your Content and to any third party systems or services that you use in connection with the Service(s).
    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 of the terms of Agreement and Fees incurred by Authorised Users.
    7. You shall not access, store, distribute or transmit any objectionable Content nor use the Service(s) for any objectionable activity or purpose. Any such actions by you or any Authorised User shall constitute a material breach of the 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 licensors 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, you 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 Service(s) or infrastructure nor access Maxis’ infrastructure except in accordance with the instructions and Application Programming Interface (APIs) specified by Maxis.
    11. You are solely responsible for procuring and maintaining your systems and 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 Service(s) including your Content and for compliance with any third party Acceptable User Policy (AUP) or other applicable policies, regulations or laws relating to the same. Your use of any third party products and services in connection with the Service(s) shall at your 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 Service(s) and taking its own steps to maintain appropriate security, protection and backup of any Content, which may include the use of encryption technology to protect the Content from unauthorised access and routine archiving. Unless the Service(s) 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 the Authorised Users. Maxis shall provide support to you for the Service(s) as described in the Schedules but does not provide any support for your services or systems that interact with the Service(s).  
    15. You may use the Services to provide services to the Authorised Users buy may not subcontract, sublicense, supply or re-sell the Services without prior written consent from Maxis.  
    16. You accept that Maxis may be required by law to monitor your Content and use of the Service(s) 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 Service(s) 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 Service(s) and accumulate statistics for purposes connected with the Agreement and so as to be able to develop and improve the Service(s).  
    17. For the duration of the Agreement and for twelve (12) months thereafter, you shall not solicit the services or employment of any Maxis personnel without prior written consent from Maxis. 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 Service(s) 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 Service(s) appropriate to its needs. Maxis cannot assess whether such Service(s) are suitable for your purposes.
  1. SUSPENSION
    1. Without prejudice to any of its other rights or any rights of any of the Cloud Hosting Provider, Maxis may suspend the Service(s) in whole or part, upon written notice to the you where,  
      1. Maxis in its sole and reasonable discretion, considers, or any third party 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;
      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 Service(s) until the circumstances causing the suspension have 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 Service(s) that are affected by suspension.  
  1. DELAY
    1. Maxis shall use all reasonable endeavours to perform the Service(s) 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 Service(s) as a result of any circumstances outside its control including without limitation force majeure or delays caused by you, Maxis shall have the right upon notice to you to either (i) suspend the provision of the Service(s) or (ii) advise you of the anticipated delay to the Service(s) and the additional costs associated with retaining resources in order to deliver the Service)(s).
    3. In such circumstances, Maxis shall be entitled to invoice for Service(s) 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. Intellectual Property and Intellectual Property Indemnity
    1. Maxis warrants that it is the owner or licensee of all Intellectual Property necessary for the performance of the Service(s). All Intellectual Property relating to the Service(s) 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 Service(s) 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. 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 Service(s); or  
      2. Modify or amend the Service(s) so as to remove or avoid the infringement without materially altering the designed capability.
    5. You warrant that you are the owner or licensee of all Intellectual Property to your Content. All Intellectual Property relating to your Content and derivative works thereof arising under or during the Agreement shall be owned exclusively by you or the respective licensors.  
    6. You grant Maxis the right to use your Intellectual Property to the extent necessary for Maxis to provide the Service(s) but for no other purpose.
    7. You agree to indemnify Maxis from all claims that your 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 Service(s); 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 third party claim.
  1. SUB-CONTRACTORS
    1. Maxis may from time to time use sub-contractors to perform all or any part of its obligations under the Agreement 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(s) 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 Service(s).  
    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 Service(s), 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. FEES
    1. The fees for the Service(s) and/or any additional Service(s) shall be at the rates as offered to you by Maxis (“Fees”). The billing for each Site shall commence from the Service Commencement Date. You are responsible for payment of all Fees 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 consumption-based charges charged by the Cloud Hosting Provider, as applicable. You shall pay these Fees to Maxis unless agreed by the parties that such payment should be directly to the Cloud Hosting Provider (pursuant to End User Agreement between you and the relevant Cloud Hosting Provider). Where applicable, the charges payable to the Cloud Hosting Provider will be identified separately on Maxis’ invoice along with details of the charges 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 Service(s) 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 Service(s) will be entirely secure.
    3. You acknowledge that the Service(s) 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 Service(s) 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 third parties might sustain as a result of the termination of the Service(s).  
    2. If you terminate the Service(s) during the Minimum Period of Service, you agree to pay Maxis the early termination charge equivalent to the total Fees of the preceding month billed for the Service(s), from the termination notice date issued by you to Maxis under this Clause16.2 (“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 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. Maxis’ liability for all claims arising from the Service(s) and/or related to the Agreement shall in aggregate 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) RM 500.00. 
  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.
      “Program Guide” means the AWS Solution Provider Program (Program Guide for End Customers) available at  https://s3-us-west2.amazonaws.com/solution-provider-program-legal-documents/AWS+Solution+Provider+Program+-+Program+Guide+for+End+Customers.pdf, as may be updated by AWS from time to time.
  1. ADDITIONAL TERMS AND CONDITIONS
    1. You warrant and represent that you are not a public sector end customer.  
  1. AWS ACCOUNT
    1. In order for Maxis to bill you, you must either:-  
      1. create an AWS account yourself in your own name; or
      2. consent to Maxis to create an AWS account on behalf of you in your name if you do not have an AWS account;and enter into a Customer Agreement with AWS (which you hereby acknowledge the acceptance of the terms and conditions of such Customer Agreement).
    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 and any extended term of the AWS Services. Once your AWS account is unlinked from Maxis’ master account, you authorise AWS to charge such credit card for the 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 that:-  
      1. you must have an existing Customer Agreement to receive and access the AWS Services directly from AWS which governs all access to and use of the AWS Services on your AWS account;
      2. you have read and understood the terms set out in the Program Guide (and any successor or related documents or links designated by AWS) as may be updated from time to time, when utilising AWS Services; and
      3. unless Maxis agrees otherwise, 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 that:-
      1. You have received the AWS Services directly from AWS under the Customer Agreement with AWS. Maxis does not provide you with any AWS Services under the 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 Authorised 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 the 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 the relevant 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. FEES
    1. Maxis shall invoice you and you shall pay the Fees in accordance with the terms of the Agreement for the AWS Services that you have accessed and used under your AWS account and Customer Agreement.  
    2. The Fees 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. The charges to be invoiced to you will be based on the usage set out in AWS billing system which shall be final and conclusive.  
    6. In the event you default in your payment and do not remedy such default in accordance with the terms of the Agreement, you agree that Maxis is entitled to:-  
      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 your 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 Maxis and/or 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 that:-  
      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 you request for Maxis to provide migration services to migrate 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 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 access from AWS.
  1. Assignment of AWS Management Account to Maxis (if applicable)
    1. If you assign your AWS Management Account to Maxis (as defined in the Program Guide), you agree:
      1. to obtain AWS consent prior to assignment of your AWS Management Account to Maxis;
      2. to migrate all Content stored in the AWS Management Account to the End Customer Account (as defined hereunder) prior to the assignment of such account to Maxis; 
      3. that the terms set out in the Program Guide shall apply and you shall assign your AWS Management Account including the account root user credentials to Maxis; and  
      4. that Maxis may, upon written notice reassign the AWS Management Account back to you at any time for any reason whatsoever (including pursuant to clause 9.9 of this Appendix).  
    2. Upon successful assignment of your AWS Management Account to Maxis, Maxis shall have full control of your AWS Management Account.
    3. You will continue to be the owner of your other AWS account(s) linked to the AWS Management Account (each an “End Customer Account”) and be responsible for all activities carried out by you and/or Authorised Users within the End Customer Account. Maxis is not responsible for any activities carried out by you, Authorised Users and/or any third party within the End Customer Account, whether or not such activities were carried out with your express consent, knowledge or otherwise.  
    4. You shall ensure the proper usage of the End Customer Accounts in compliance with the AWS Customer Agreement and to maintain the confidentiality and security of all logon credentials and the details of how to use the End Customer Accounts.  
    5. The AWS Management Account is to be used for billing and operations related purpose only. You shall not create, upload, store, distribute or transmit any Content in the AWS Management Account except with Maxis' prior written consent and subject to the following conditions which are your sole responsibility:
      1. no data, apart from the cloud audit logs (AWS cloudtail) shall be stored or hosted within the AWS Management Account;
      2. no AWS infrastructure workloads (EC2, RDS, VPC, VPN, etc) shall be provisioned in the AWS Management Account;  
      3. all infrastructure assets for business related shall be hosted within the End Customer Account; and  
      4. that AWS Identity & Access Management users and privileged roles in AWS Management Account shall only be used for operational related activities,
    6. You are solely responsible:
      1. to secure, protect and backup your Content, if any including use of encryption to protect your Content from unauthorized access and routinely archiving your Content;
      2. to configure, maintain, update the AWS Management Account and all End Customer Accounts to ensure that the application databases and other services that runs on the platform meets the respective compliance to Maxis and/or AWS policies and regulatory needs;
      3. for the development, content, operation, maintenance, and use of your Content in the AWS Management Account and End Customer Account;
      4. for any Content, application, software or non-Maxis materials that you load into or use together with the AWS Services or create in your AWS Management Account and/or End Customer Account. You shall not access, store, distribute or transmit any objectionable or unlawful Content nor use the AWS Services for any objectionable or unlawful activities or purpose; and
      5. to ensure that the Content including your and Authorised Users’ use of your Content in the AWS Management Account and/or End Customer Account will not violate any Maxis and/or AWS policies or any applicable laws.  
    7. You shall ensure that all Authorised Users are sufficiently competent to meet your relevant obligations as set out in this Clause 9 and you shall procure compliance with such obligation by such Authorised Users. You are liable for any act, omission and/or breaches by Authorised Users. Failure to comply with this Clause 9 by the Customer or any Authorised User shall constitute a material breach of the Agreement and Maxis has the right to terminate the Agreement and Clauses 7.6 and 8 of this Appendix shall apply.  
    8. Neither Maxis nor any of its affiliates or licensors (including AWS) will be responsible for any compensation, reimbursement, or damages arising out of or in connection with: 
      1. your inability to use the AWS Services, including as a result of any (a) termination or suspension of the Agreement or your use of or access to the AWS Services, (b) AWS discontinuation of any or all of the AWS Services, or (c) without limiting any obligations under the service levels with AWS, any unanticipated or unscheduled downtime or all or a portion of the AWS Services for any reason;  
      2. the cost of procurement for substitution for any goods or services;
      3. any investments, expenditures, or commitments by you in connection with the Agreement or your use of or access to the AWS Services;
      4. Maxis removing unauthorized Content created and/or uploaded by you within the AWS Management account;
      5. you or any Authorized User continue use of the AWS Services after AWS and/or Maxis has notified you to discontinue such use; and/or
      6. any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of your Content or other data. 
    9. Upon expiry or termination of the Service(s) or the Agreement, Maxis will reassign the AWS Management Account back to you. You agree to perform all such acts and execute all necessary documents to complete the reassignment of such account. You shall fully defend, indemnify, and hold harmless Maxis, its affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to or in connection with your non-compliance with this Clause 9.9.  
    10. You acknowledge and agree that upon termination of the Service(s) or the Agreement or if AWS (i) ceases to provide the Service(s) which you are subscribing to; (ii) terminates the Customer Agreement between AWS and you; or (iii) suspends the AWS Management Account and/or any End Customer Account for any reason whatsoever, Maxis shall not be responsible for any migration of your data from the AWS cloud server unless you request for Maxis to provide migration services to migrate your data to another third party cloud hosting provide which shall be subject to additional costs and terms to be mutually agreed by the parties.  
    11. Upon expiration or termination of the Agreement, you agree that Maxis may continue to charge the Fees for the use of AWS Services until Maxis has successfully reassigned the AWS Management Account back to you.
    12. AWS may temporarily limit (in full or in part) your or Authorised User’s right to use the AWS Services upon notice to you (which will be reasonable prior notice unless AWS reasonably believes immediate limitation is necessary) if AWS reasonably determines that your or Authorised User’s use of the AWS Services poses a security risk or threat to the AWS Services, or poses a security or liability risk or threat to AWS, its affiliates or any third party. You shall remain responsible for all fees and charges for any usage of the AWS Services during the period of limitation and where such limitation is exercised by AWS, Maxis shall have the right to perform such limitation without any liability to compensate you or any third party for the same  
    13. If Maxis or AWS terminate the AWS Services or any part thereof, you agree that there is no refund of any advance payment(s) made and any such payment(s) shall be forfeited by Maxis and/or AWS.