Standard Terms and Conditions


1. Services. Axis Basics Sdn Bhd ("AxisBasics") will provide Subscriber with access to the AxisBasics Facilities as implemented from time to time. The transmission of data to and from Subscriber's computer over the AxisBasics Facilities is hereinafter referred to as the "Services."

2. Charges and Payments. (a) For Services provided under the Agreement, Subscriber shall pay AxisBasics for the Services in accordance with the service bills delivered to the Subscriber from time to time. All applicable excise, value added, utility, sales or use taxes, if any, shall be billed to Subscriber as separate items and shall be paid by Subscriber. There shall be no charge to Subscriber for maintenance of the AxisBasics Facilities in order to resolve problems which render Subscriber's application(s) inoperative or partially inoperative. (b) Except as otherwise may be provided by this Agreement, AxisBasics will not increase its rates for Services during the Initial Term. AxisBasics will provide at least thirty (30) days prior written notice of any rate increase which may be made, from time to time, by AxisBasics during any Renewal Term.

3. Subscriber Licenses/Subscriber Facilities. (a) Subscriber agrees to obtain any and all licenses, permits or other authorizations required by Malaysian Communications and Multimedia Commission ("MCMC") for the lawful operation of antenna equipment used by Subscriber in connection with its receipt of the Services. At the present time the MCMC does not have any such requirement applicable to Subscriber’s lawful operation of antenna equipment. Subscriber shall promptly provide AxisBasics with all such information as AxisBasics shall reasonably request with respect to matters relating to the rules and regulations of the MCMC. (b) Except as may otherwise be specifically agreed to in writing between AxisBasics and Subscriber, Subscriber shall be solely responsible for the selection, implementation, and performance of any and all equipment, software and third party telecommunication equipment and services (“Subscriber Facilities”) used by Subscriber in connection with the Services and the AxisBasics Facilities. Subscriber shall be responsible for ensuring that Subscriber Facilities make efficient use of the AxisBasics Facilities and have no detrimental effect, as determined by AxisBasics in its sole discretion, upon the AxisBasics Facilities (or any portion thereof), AxisBasics’ provision of the Services, or the use of the Services or the AxisBasics Facilities by users other than Subscriber. In the event AxisBasics determines that any Subscriber Facilities do not make proper and efficient use, as determined by AxisBasics at its sole discretion, of the AxisBasics Facilities or have a detrimental effect upon the AxisBasics Facilities (or any portion thereof), AxisBasics' provision of the Services, or the use of the Services or the AxisBasics Facilities by users other than Subscriber, AxisBasics shall have the right to (i) impose additional charges for Subscriber’s use of the Services, and/or (ii) take such other steps, with or without notice, including but not limited to curtailment, suspension, or termination of Subscriber’s use of the Services, as AxisBasics in its sole discretion deems necessary. AxisBasics shall have no obligation to remedy any problem occurring in any Subscriber Facilities that affects Subscriber’s use of the Services.

4. Notices. Except as otherwise provided in this Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered in person or deposited in the postal mail, postage prepaid, certified mail, return receipt requested, and addressed to Subscriber as shown on the cover sheet to this Agreement and to AxisBasics at Axis Basics Sdn Bhd, 2-2-23C 2nd Floor, Wisma Rampai, Jalan 34/26, 53300 Kuala Lumpur. Attention: Customer Services.

5. Termination. (a) INVOICES AND BILLS ARE PAYABLE UPON RECEIPT. If an invoice or bill is not paid within the stipulated due date, AWB may (reserving cumulatively all other rights and remedies available to it at law, in equity or under this Agreement) at its sole option and discretion, and without prior notice to Subscriber, terminate this Agreement and/or Subscriber's access to and use of the AxisBasics Facilities. (b) If Subscriber is in default of its obligations under this Agreement and such default continues for thirty (30) days after written notice thereof AxisBasics may, in addition to all other rights and remedies provided by this agreement, terminate this Agreement. Events of Default shall include, but shall not be limited to, failure to perform a term or condition contained herein, provision of a false statement or representation made for the purpose of obtaining the Services, or Subscriber's insolvency, failure to pay debts as they come due, assignment for the benefit of creditors, or application for or consent to the appointment of a custodian, receiver or trustee for Subscriber or a substantial part of Subscriber's property or business, or institution of bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors by or against Subscriber. (c) In the event that AxisBasics is prevented from providing the Service by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental authority (including, without limitation, the Malaysian Communications and Multimedia Commission), or if a notice from an government agency or department indicates AxisBasics is not permitted to provide any part or all of the Services, AxisBasics may immediately cease providing such Services without liability to Subscriber. Nothing herein shall be construed to require AxisBasics to seek waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order.

6. File Security. Subscriber acknowledges that it is possible for third parties to monitor data traffic over the AxisBasics Facilities. If Subscriber desires to secure transmission it will be required to provide for encryption in its application(s) software. Subscriber also assumes full responsibility for the establishment of appropriate security measures (including, without limitation, the selection of passwords, firewalls and the like) to control access to Subscriber's equipment and information.

7. Security Deposit. AxisBasics shall have the right, from time to time, at its sole discretion to require Subscriber to deposit with AxisBasics such sums as AxisBasics deems appropriate to secure the prompt and faithful performance by Subscriber of its obligations under this Agreement. AxisBasics shall have the right, at its discretion, to apply all or a portion of the Security Deposit in total or partial satisfaction of the non-performance of Subscriber under this Agreement. The use of all or any portion of the Security Deposit by AxisBasics shall not deprive AxisBasics of any other rights or remedies otherwise available to AxisBasics nor shall such use of the Security Deposit by AxisBasics constitute a waiver by AxisBasics of Subscriber’s non-performance. In the event that AxisBasics should use any portion of the Security Deposit pursuant to this provision, Subscriber shall immediately and without notice from AxisBasics restore the Security Deposit to its original amount, or such other amount specified by AxisBasics. Except as otherwise provided by law, AxisBasics shall not pay interest on any sums retained as a Security Deposit.

8. Remedies; Limitation of Remedies; Exclusion of Warranty. Subscriber's sole remedies for loss or damage caused by partial or total failure of the AxisBasics Facilities or for delay or nonperformance of any Services under this Agreement, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, shall be, where applicable, Subscriber's direct damages, if any, limited solely to the amount paid by Subscriber to AxisBasics under this Agreement.

AXISBASICS MAKES AND SUBSCRIBER RECEIVES, NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES OR THE AXISBASICS FACILITIES. AS A MATERIAL PART OF THE CONSIDERATION PAID BY SUBSCRIBER FOR THE SERVICES PROVIDED BY AXISBASICS UNDER THIS AGREEMENT, THE PARTIES AGREE THAT AXISBASICS SHALL IN NO EVENT BE LIABLE FOR AND SUBSCRIBER HEREBY WAIVES ITS RIGHT TO CLAIM ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF SUBSCRIBER'S INABILITY TO USE THE AXISBASICS FACILITIES OR ANY PART THEREOF, EITHER SEPARATELY OR IN COMBINATION WITH ANY OTHER COMMUNICATIONS FACILITIES OR IN CONNECTION WITH ANY SERVICES, PERFORMED OR NOT PERFORMED BY AXISBASICS UNDER THIS AGREEMENT, OR FOR ANY OR ALL LOSS OR DAMAGE DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF A THIRD PARTY'S UNAUTHORIZED ACCESS TO SUBSCRIBER'S DATA TRANSMITTED OVER THE AXISBASICS FACILITIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN.

9. Indemnification. Subscriber shall indemnify AxisBasics and its partners, parents, subsidiaries, affiliates, directors, officers, employees and agents from and against any claims, demands or liability (including any losses, costs, expense, and attorney's fees) arising out of or resulting from any injury (including death) to persons or damage to property caused, directly or indirectly, by the Services or the AxisBasics Facilities due to the negligent acts or omissions of Subscriber.

10. Improvements and General Administration. AxisBasics reserves the right, from time to time, to make changes in the configuration of the AxisBasics Facilities, rules of operation, accessibility periods, Subscriber identification procedures, type and location of equipment (including, but not limited to, the reassignment or re-engineering of Subscriber host connections to one or more alternative AxisBasics host connect facilities using the AxisBasics Facilities or some alternative thereof), allocation and quantity of resources utilized, programming languages, administrative and operational algorithms and designation of the control center serving Subscriber at any particular address. AxisBasics may perform all of the Services to be performed under this Agreement directly or may have some or all of the Services performed by its subsidiaries, affiliates or subcontractors, but shall retain responsibility for the delivery of the Services to Subscriber.

11. Assignment. (a) Subscriber shall not assign its rights under this Agreement without the prior written consent of AxisBasics. Any attempted assignment or delegation in contravention of this Section 11.a. shall be void. (b) Subject to the provisions of Section 11.a., above, this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns, if any, of the parties hereto.

12. Force Majeure. Notwithstanding any other provision of this Agreement, neither party shall be deemed in default of this Agreement for delay, failure in performance, loss or damage due to any of the following force majeure conditions: fire, strike, embargo, explosion, power irregularities, earthquake, nuclear accident, volcanic action, flood, war, water, the elements, labor disputes, civil disturbances, government requirement, civil or military authority, acts of God or public enemy, inability to secure products or transportation facilities, acts or omissions of common carriers or other causes beyond their reasonable control, whether or not similar to the foregoing.

13. General. (a) No Third Party Beneficiaries Except as otherwise specifically stated in this Agreement, the provisions of this Agreement are for the benefit of the parties hereto and not for any other person. (b) Precedence Over Purchase Order Terms and Conditions. Any additional or different terms of Subscriber's purchase order, whether or not such terms materially alter this Agreement, shall be deemed objected to by AxisBasics unless this Agreement is expressly amended by the parties hereto. Execution of a Subscriber's purchase order shall not operate as an amendment to this Agreement. Whenever printed, typed, stamped or written provisions of Subscriber's purchase order conflict with this Agreement, this Agreement shall control. (c) Waivers of Default. Waiver by either party of any default by the other party shall not be deemed a continuing waiver of such default or a waiver of any other default. (d) Survival. The terms and conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof by either or both parties hereunder shall so survive the completion of performance, cancellation or termination of this Agreement. (e) Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (f) Governing Law. The Agreement shall be construed in accordance with the laws of Malaysia applicable to contracts executed and wholly performed within the country. (g) Severability. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather (unless a failure of consideration would result therefrom) the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of AxisBasics and Subscriber shall be construed and enforced accordingly.
 

 

 

Axis Basics Sdn Bhd (438794-T)
Address : 2-2-23C 2nd Floor Wisma Rampai Jalan 34/26 53300 Kuala Lumpur West Malaysia.
Email : reception@axisbasics.com

 

Copyright 1997-2006 Axis Basics Sdn Bhd. All rights reserved.
Legal Notice