(1286950-X)

(1286950-X)

Term and Conditions

TERMS AND CONDITONS

1 PROVISION OF THE SERVICES

1.1. MEGATEQ is desirous of providing ICT services (duly called Services), to support their Customers on the terms and conditions herein as may be amended by MEGATEQ from time to time.

 

2 DEFINITION & INTERPRETATION

2.1 In this Agreement, unless the context otherwise requires:

  1. “Agreement” means the completed Application Form and the terms and conditions herein;
  2. “Application Form” means the attached service application form, wherein an applicant for the Service shall furnish complete and genuine information requested by MEGATEQ and such application form shall form part of this Agreement;
  3. “Commencement Date” has the meaning specified in Clause 3;
  4.  “Customer” means the person accepting the provision of the Service from MEGATEQ, and the term “Customer” is synonymous with the term “applicant” or “client” wherever used in this Agreement or any other correspondence or documents.
  5.  “Equipment” means the customer-premise equipment which is installed by MEGATEQ as part of the solution for the customer;
  6. “MEGATEQ” means Megateq Sdn Bhd (Company No.1286950-X), a company incorporated under the laws of Malaysia with its business address at No.13-2, 2nd Floor, Block B, Lorong Plaza Kingfisher 2, Plaza Kingfisher, 88450 Kota Kinabalu, Sabah;
  7.  “Minimum Subscription Period” has the meaning specified in Clause 4;
  8. “Properties” means the commercial or residential buildings or properties on which the premises of the Customer is located;
  9. “Services” means the internet, communications and technology solutions and services provided by MEGATEQ to the Customer in the Properties; and

2.2 Words and expressions denoting the singular shall include plural numbers and vice versa.

 

3 COMMENCEMENT OF SERVICES

3.1 The Service shall commence and this Agreement will become effective on the date that MEGATEQ approves and executes this Agreement (“Commencement Date”).

3.2 This Agreement shall remain in effect for the Minimum Subscription Period commencing from the Commencement Date and thereafter shall continue on a month-to month basis until termination as provided herein.

 

4 MINIMUM SUBSCRIPTION PERIOD

4.1 The minimum subscription period in respect of the Service is a period stipulated in the Service Application Form accepted and approved by MEGATEQ. The duration stipulated in the Service Application Form shall take effect from the Commencement Date (“Minimum Subscription Period”).

 

5 FEES AND PAYMENT

5.1 The fees for the Service shall be at the applicable rate(s) indicated in the Application Form or such other rate or rates as may be prescribed by MEGATEQ from time to time.

5.2 All Services will be billed on a monthly basis in advance, and will include all applicable taxes. If the Customer utilizes any additional services provided by MEGATEQ that has additional hourly or one-time special charges, these charges will be billed or invoiced separately.

5.3 Save for manifest error, the Customer shall promptly pay all fees, charges, rentals, costs or other amounts as shown in the bill without any deduction or set off notwithstanding that the Customer disputes the same for any reason(s) whatsoever.

5.4 In the event the amount stated in the bill or any part thereof remains unpaid after fourteen (14) days from the date of the invoice, MEGATEQ deserves the right to charge interest on the sum that remains unpaid at a rate of one point five per cent (1.5%) per month from the due date to the date of full payment.

5.5 Any billing disputes must be received by MEGATEQ in writing within thirty (30) days of the date of the relevant invoice being disputed. MEGATEQ will not attend to any disputes received after the thirty (30) day period.

5.6 In the event that the dispute is resolved in favor of the Customer, any excess payment made by the Customer will be debit to the Customer’s account, which will show in the next bill.

5.7 In the event that MEGATEQ’s employees or staff have been called upon to attend to a fault at the Customer’s premises, MEGATEQ reserves the right to impose charges at its then current or prevailing rate(s) for the visit if the fault if not attributable to any of MEGATEQ’s Equipment or Service.

5.8 In the event that the Customer terminates the Service and this Agreement at any time during the Minimum Subscription Period, the Customer shall be liable to pay to MEGATEQ the entire Minimum Subscription Period’s outstanding fees.

5.9 The Customer agrees that any sum due and payable under this Agreement is exclusive of goods and services tax (“GST”). As such, the Customer agrees to pay for the appropriate GST under each invoice subject to the following conditions:

  1. MEGATEQ is duly licensed by the relevant Malaysian authorities to collect such GST and will produce document evidencing the foregoing if required by the Customer;
  2. The appropriate GST is included under the relevant invoice at the time of the issuance of the invoice; and
  3. The invoices provided by MEGATEQ to the Customer comply with the relevant GST law enforced by the Malaysian authorities

 

6 ALTERATION AND/OR RELOCATION OF SERVICE OR EQUIPMENT

6.1 Subject to Clause 3, MEGATEQ shall install or arrange for the installation, and the Customer shall permit the installation, of the Equipment, where applicable, on the premises of the Customer within reasonable amount of time after the submission of the Application Form.

6.2 The Equipment shall be installed by MEGATEQ as follows

  1. For residential Properties, on the rooftop / wall of the Customer’s premises; and
  2. For commercial Properties, at a location in the Customer’s premises as directed by the Customer.

 

7 CUSTOMER’S RESPONSIBILITIES

7.1 Customer shall not:

  1. Resell or sublet the Service and/or the Equipment to any third party without the prior written consent from MEGATEQ;
  2. (As applicable) cause any harm to the Equipment or third party equipment, software or processes in connection with the Service provided by MEGATEQ;
  3. Intentionally allow unauthorized access to or use of the Service, unauthorized reselling of the Service or the solicitation of MEGATEQ’s users or customers to become subscribers of other online information services competitive with MEGATEQ;
  4. In any way duplicate or use any MEGATEQ materials, advertising, brochures, pamphlets or any other information that is proprietary and/or the property of MEGATEQ.

8 PROHIBITED USE

8.1 The Customer shall not use the Service and/or the Equipment:

  1. For any unlawful purpose including, and without limitation, criminal purpose;
  2. To infringe the laws of Malaysia or any other applicable laws and the subsidiary legislations passed there under;
  3. To commit any activities which compromise or adversely affect the reputation and goodwill of MEGATEQ;
  4. To transmit, publish, make available or receive any materials of any kind which is offensive on moral, religious, racial, political or other grounds or unlawful, threatening, harmful, abusive, harassing, defamatory, seditious, indecent, false, menacing, obscene, profane or hateful;
  5. To introduce, assist and/or attempt to introduce any computer virus, malicious code or any other harmful component to the Properties’ network system or any other person’s computer system;
  6. To infringe or facilitate the infringement of any intellectual property right(s) or other right(s) belonging to any person including a company or corporation;
  7. To gain unauthorized access or to attempt to access to any computer system connected to the Internet, electronic communications system, telecommunications system or any information regarded as private and confidential by any other person including a company or any corporation;
  8. To interfere or cause any interference to any of the MEGATEQ’s services to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system or broadcast attacks; or
  9. To restrict, inhibit or otherwise interfere with the ability of any other person to use or access the Internet, including, without limitation, hosting or transmitting any information or software which contains a virus, lock, key, bomb, work or any other harmful or debilitating feature, or generating levels of traffic sufficient to impede any other party’s ability to send or retrieve information; or
  10. which is in breach of any express or implied obligation to any third party.

 

9 CUSTOMER’S EQUIPMENT INSTALLATION

9.1 The Customer shall ensure that his equipment is technically and operationally compatible with the use of the Service and has the proper set up for purposes of installation of additional configuration and software to access and use the Service.

9.2 The Customer acknowledges that the installation, use, inspection, maintenance, repair and removal of the Customer’s equipment may result in service outages or potential damage to the Customer’s equipment. To avoid any files in the Customer’s equipment being modified, altered and/or lost during the installation, the Customer agrees to back-up all the files in the equipment prior to any such installation. MEGATEQ shall have no liability whatsoever for any damage to or loss or destruction of any of the Customer’s equipment, software, files, data or peripherals.

 

10 USE OF EQUIPMENT

10.1. The Customer shall adhere to all instructions and notices given by MEGATEQ from time to time regarding the use of the Equipment.

10.2. The Customer shall be responsible, and pay for the full retail price, for the repair or replacement of any damaged, lost or stolen Equipment.

 

11 SUPPORT AND MAINTENANCE

11.1. From time to time, MEGATEQ may conduct routine tests, maintenance, upgrade or repair on the network system and the Customer acknowledges that such works may affect the availability of the Service to the Customer and that MEGATEQ shall have the right to disrupt the Service to conduct restoration and remedial works without prior notice. MEGATEQ shall make all necessary efforts to inform the Customer in advance but on case to case basis and for urgent maintenance MEGATEQ may not be able to inform customer prior to activity, in such case customer will be informed after the activity has been performed.

 

12 WARRANTY

12.1. The Customer acknowledges that the Service is provided on an “as is”, “as available” and “best effort” basis.

12.2. To the maximum extent permitted by law and except as expressly stated herein, MEGATEQ disclaims all warranties, either express or implied, including, but not limited to, implied warranties as to the merchantability and/or fitness for any particular purpose whether or not MEGATEQ was specifically advice of the purpose.

 

13 LIMITATION OF LIABILITY

13.1. The Customer acknowledges that MEGATEQ exercises no control whatsoever over the content of the data or information passing through MEGATEQ’s network and gives no warranties of any kind, whether expressed or implied, for the content of the said data or information. MEGATEQ specifically denies any responsibility for the Customer’s own viewing habits and the use of that any data or information obtained through the Service by accuracy or quality of the data or information obtained through the Service. The Customer is responsible for his own viewing habits and the use of that any data or information obtained through the Service by other parties, including minors. MEGATEQ does not block, filter or screen postings or sites on the Internet in whole or in part and has no obligation to monitor Internet content.

13.2. The Customer further acknowledges that the network utilized in connection with the provision of the Service is a shared resource amongst other MEGATEQ’s subscribers and Internet users. In this respect, the Customer accepts the risk that other parties may be able to access, monitor and/or decode the Customer’s use of the Service and the information received or sent through the Service. Any data or information received or sent by the Customer is at the Customer’s sole risk.

13.3. MEGATEQ shall not be liable in contract, tort or any other theory or principle of law for any loss or damage, even if advised of the possibility of such loss or damage, including, without limitation, any loss or damage resulting from any one or more of the following:

  1. Any interruption, suspension or termination of the provision of the Service caused by the Customer or a third party (including other customers of MEGATEQ);
  2. Any damage, loss or destruction of any of the Customer’s equipment, software, files, dates or peripherals howsoever caused;
  3. Any inaccuracy in, or the quality of, data or information transmitted over or passing through MEGATEQ’s network and obtained by the Customer through the Service;
  4. Any action or omission by MEGATEQ pursuant to Clause 8 (Prohibited Use), Clause 9 (Customer’s Equipment Installation), Clause 11 (Support and Maintenance) and Clause 15 (Suspension of Service); or
  5. save where arising out of or in connection with an act or omission of MEGATEQ, any damage to the premises arising from the installation or removal of the Equipment, except in the case of negligence.

13.4. Not with standing any provisions contrary in this Agreement, MEGATEQ shall not be liable for any special, indirect, incidental or consequential damages resulting from the use of the Service or any defect in the Equipment or Service, including, without limitation, special, indirect, incidental or consequential damages in the form of loss of interest, loss of income or profits, loss of opportunity or other Monetary losses even if MEGATEQ is advised in advance of the possibility of such loss or damages.

13.5 Without limitation to this Clause 13, MEGATEQ shall not be liable for the acts or omissions of any other user(s) of transponders on a Satellite or of any third party

13.6 The Customer hereby waives its right to make any claim or to initiate any proceedings whether judicial, arbitral, administrative or otherwise against the manufacturer of the Satellite and/or the launch agency and their respective sub-contractors and suppliers, on account of any loss or damage (including, without limitation, all financial and any other consequences, whether direct or indirect, of such loss or damage) which the Customer may sustain as a result of the failure of the Satellite.

13.7 In no event shall MEGATEQ be liable for any special, indirect, incidental or consequential damages resulting from the use, or inability to use the Service arising out of any other circumstances associated with the subject matter of this Agreement. MEGATEQ’s total liability to the Customer under any provisions of this Agreement or for any and all claims, losses or damages relating to the subject matter of this Agreement shall be limited to the amount equivalent to one (1) month subscription fee actually paid by the Customer to MEGATEQ. Parties hereby acknowledge that parties relied upon the inclusion of the limitation in consideration of entering into this Agreement.

 

14 SERVICE LEVEL AGREEMENT

14.1 MEGATEQ shall provide the Service with reasonable skill and care and in accordance with the provisions of this Agreement. MEGATEQ shall provide the Service at its best effort in areas where technically feasible.

14.2 MEGATEQ shall have the right to suspend the Service as and when required for operational reasons not limited to repair, maintenance, improvement of the Service, governmental or regulatory directive or due to emergency reasons. Except in the event of an emergency, MEGATEQ will attempt to give the appropriate notice as and when required. MEGATEQ will restore the Service after suspension as soon as reasonably practicable.

14.3 The bandwidth will be provided on a sharing basis with the use of equitable policies to all customers which is based on subscription of packages unless customer subscribe for dedicated bandwidth services.

14.4 In the event MEGATEQ identifies that the Customer is abusing the Service, MEGATEQ shall exercise its absolute right to temporarily limit the speed. In cases of extreme and continued violation or abusing of the Service, MEGATEQ shall have the right to suspend the Service. MEGATEQ may use other traffic bandwidth management and prioritization tools to ensure equitable access to its network for all customers.

14.5 The Customer hereby acknowledges and accepts that the Service will not be fault free and/or that it will not disrupt other existing signals and/or telecommunications services. However, if a fault or disruption occurs, the Customer should report the fault by telephone, electronic mail or in writing to the MEGATEQ’s customer service at the contact details as provided herein and MEGATEQ shall endeavour to rectify the fault as soon as reasonably practicable. The Customer hereby acknowledges that MEGATEQ’s effort to rectify the fault is confined to its network only and not beyond where connectivity to other networks or infrastructure belonging to third parties and MEGATEQ shall not be liable for any disruption or interruption whatsoever.

14.6 Fair access policy (FAP) shall be applied to the site so that all customers get the proper throughput under best effort scenario and to make sure that bandwidth abuse can be avoided.

 

15 INDEMNITY

15.1. The Customer shall be liable for and shall fully indemnify and keep indemnified at all times MEGATEQ against all liability, loss, damages, costs, legal expenses, professional and other expenses of any nature whatsoever (including legal costs on a full indemnity basis) sustained, incurred, paid by or suffered in respect of any one or more of the following:

  1. any breach of any provisions of this Agreement by the Customer;
  2. any breach or any laws, by-laws, regulations, guidelines and policies then in force by the Customer;
  3. any wrongful use of, or unauthorized or illegal access to, the Service as set out in Clauses 8 and 9; or
  4. any death, bodily injury or property damage caused by the Customer by virtue of the use of the Service.

 

16 SUSPENSION OF SERVICE

16.1. Without prejudice to any other rights or remedies available at law and not withstanding any waiver by MEGATEQ of any previous breach by the Customer, MEGATEQ may interrupt, suspend or terminate the Service without prior notice in the event that the Customer has not paid any fee or other payment due hereunder for the Service. For the avoidance of doubt, there will be no consequent liability on the part of MEGATEQ whatsoever for such interruption, suspension or termination of Service.

16.2. MEGATEQ may if it deems appropriate at its sole discretion continue the Service, in which event this Agreement shall continue as if the same is not suspended. MEGATEQ reserves the right to impose a reconnection fee on the Customer at a rate specified by MEGATEQ from time to time.

 

17 TERMINATION

17.1. Subject to Clause 4, and without prejudice to any rights or remedies available at law or in equity to the parties, this Agreement may be terminated upon written notice:

  1. by either party within thirty (30) days following written notification in the event that a condition of force majeure as stated in Clause 22 occurs provided that the parties have not breached any terms and conditions in this Agreement;
  2. by MEGATEQ immediately in the event that the Customer:

i. becomes or is declared insolvent or bankrupt; and
ii. is in breach of any terms and conditions of this Agreement.

  1. by the Customer within thirty (30) days following written notification if the Customer wishes to terminate or cancel the Service.

17.2. Upon termination of the Agreement and without prejudice to Clause 5:

  1. MEGATEQ may prevent access to and use of the Service; and
  2. all charges and fees owing by the Customer to MEGATEQ shall immediately become due and payable and the Customer shall forthwith settle all such amounts, including, the cancellation fee and fee specified in Clause 5.

 

18 AMENDMENTS

18.1. The Customer acknowledges that MEGATEQ may from time to time vary, amend and modify the terms of this Agreement as it sees fit. MEGATEQ shall give notice of such variations, amendments and modifications to the Customer in such manner, as it deems appropriate. Continuation in the access amendments and modifications and the Customer hereby agrees to bind by the same.

18.2. MEGATEQ is not bind by any amendment to this Agreement unless such amendments are in writing and is mutually agreed upon by all parties.

 

19 ASSIGNMENT

19.1. The Customer shall not assign or otherwise transfer this Agreement or any of his rights under this Agreement to any other person without the written prior consent of MEGATEQ. MEGATEQ may assign or novate its rights and obligations under this Agreement to a related corporation or any other third party, and the Customer hereby consents to the said assignment or novation.

 

20 WAIVER AND SEVERABILITY

20.1. Failure or neglect by MEGATEQ to enforce at any time any of the provisions of this Agreement shall not be construed nor shall it be deemed to be a waiver of MEGATEQ’s rights to take subsequent action.

20.2. In the event that any of these terms, conditions or provisions shall be determined to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions or provisions, which shall be, continue to be valid fully permitted by law.

 

21 NOTICE

21.1. All notices required by or relating to this Agreement shall be in writing and shall be sent to the parties to this Agreement at their address set forth below or to such other address as either party may substitute by written notice to the other.

21.2. All notices so given shall be deemed to have been received:

  1. If by personal delivery, when delivered
  2. if by facsimile transmission, as evidenced by a transmission report generated by the dispatching terminal.

 

22 FORCE MAJEURE

With the exception of non-payment by the Customer, neither party shall be responsible for any failure or delay in performing its obligation under this Agreement resulting from or causes beyond its reasonable control, including, but not limited to, acts of God, acts of the public enemy, fires, flood, labour disputes, war, riots, embargoes or regulations of any civil or military authority, revision in government regulation, failure in the satellite network, telecommunication disruption and unavailability of material, information or data for or to update the system. During the duration of such event, MEGATEQ shall be relieved of any obligations hereunder which are affected by the said event, and shall resume the performance thereof upon cessation of such event.

 

23 GOVERNING LAW

The laws of Malaysia govern this Agreement and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Malaysia.

 

24 CONFIDENTIALITY

The obligation to protect the confidentiality of information received prior to such termination shall survive the termination of this Agreement for a period of twenty-four (24) months.

 

25 ENTIRE AGREEMENT

This Agreement constitute the entire agreement of the parties with respect to its subject matter and shall supersede all prior presentation, agreement, statement or understandings, whether in writing or not.

 

26 SECURITY DEPOSIT

The Security Deposit paid by the Customer upon registration of this Service shall be held by MEGATEQ. The Security Deposit held will be refunded to the Customer free of interest within 60 days after termination or expiration of this Agreement subject to deduction of any amount due to MEGATEQ by the Customer. MEGATEQ hereby reserves the right to deduct from the Security Deposit any amount due and payable to MEGATEQ at any time and may request the Customer to deposit further payment to maintain the required Security Deposit amount during the Agreement period.

 

27 ACKNOWLEDGEMENT

We have read the terms and conditions stated above and agree to be bound by the terms & conditions.