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General Terms & Conditions
MASTER SERVICES AGREEMENT
This IPSERVERONE MASTER SERVICES AGREEMENT (“MSA”) is entered between
|Name||IP SERVERONE SOLUTIONS SDN BHD (“IPSERVERONE”)|
|Company Registration No||800140-T|
|Country of Incorporation||Malaysia|
|Address||21-03, Level 21,|
IMAZIUM, No. 8, Jalan SS21/37, Damansara Uptown,
47400 Petaling Jaya, Selangor Darul Ehsan.
[Customer Company name] SDN. BHD.
|Company Registration No||000000-X|
|Country of Incorporation||Country|
|Address||Building Number, Street Name, City, State, ZIP code|
|(Collectively, “Parties”; and Individually, “Party”)|
|Initial Term||__ Months|
|Payment Cycle||Every __ Day / Month / Year|
|Payment Term||__ Days from Invoice date|
|Reconnection Fees||Refer www.ipserverone.com/terms-and-conditions/reconnection-fees/|
Schedule – M
IPSERVERONE is a provider of system infrastructure services in Malaysia that includes, amongst others, provision and hosting of servers, cloud infrastructure setup, and server maintenance and monitoring.
Customer agrees to appoint and IPSERVEREONE agrees to accept the Customer’s appointment to provide the Services as defined herein and the Parties hereby agree to be bound by the terms and conditions contained hereinafter, the Product Service Description and the Service Order Form in relation to the provision of such Services.
NOW THEREFORE in consideration of the mutual covenants and agreements hereinafter set forth, and in consideration of the foregoing recitals, each of which is incorporated in and made a part of this MSA, the Parties hereby agree as follows: –
1. ORDERING AND PROVISION OF SERVICE
1.1 IPSERVERONE agrees to provide and provision the Services to the Customer on the terms and conditions of this Agreement.
1.2 The Customer may, from time to time, place a request for the supply and provisioning of any Services, which include any upgrades of, or modification to an existing Service, or place order for additional Services, by submitting to IPSERVERONE a duly completed and signed Service Order Form. IPSERVERONE may accept or reject such a request.
1.3 For all intents and purposes, each duly signed Service Order Form shall be deemed to be a separate contract for the Product Specific Agreement specified therein and shall be incorporated into and form an integral part of this Agreement.
1.4 Notwithstanding anything to the contrary, Customer hereby agrees to be bound by the terms of this Agreement, Acceptable Use Policy (kindly visit https://www.ipserverone.com/acceptance-of-use) and/or any variations, additions or amendments made thereto, as may be determined by IPSERVERONE at any time in respect of each and every Service subscribed by Customer.
1.5 In the event of any conflict between this MSA and other incorporated documents, the precedence of documents shall be in the following order:
- Service Order Form;
- Product Specific Agreement(s); and
- this MSA.
1.6 IPSERVERONE in delivering its deliverables may include affiliated service provider products (such as domain registration, telco services, and other products which is not exhaustive on the list).
2.1 The term of the MSA shall commence on the Effective Date for the period of Service subscribed or agreed under the Order (“Initial Term”) and in the event of extension of term, it shall be extended automatically for further twelve-month terms (“Extended Term”), unless Customer provides a written notice of its intention not to renew within sixty (60) days before the expiry of the Initial Term or Extended Term.
2.2 During the Initial Term, Customer is not allowed to downgrade the Order.
2.3 Any increase of charges, if any shall only be implemented during the Extended Term by way of 30 days’ notice in writing to Customer.
2.4 This Agreement shall remain enforceable until its expiration or earlier termination according to Clause 7.
3. IPSERVERONE OBLIGATIONS
3.1 IPSERVERONE represents and warrants to the Customer that: –
- Professional Skills and Expertise: It possessed the necessary industry skill and technical expertise to perform its obligations in accordance to the highest professional standards; and shall ensure all 3rd party service provider(s) engaged or subscribed by to provide any Services shall possess the requisite standard.
- IPSERVERONE’s Equipment: It shall provide or procure the use of industrial approved standard equipment in fulfilling the obligations.
- Standard of Service: Its operation centre shall provide Customer 24 x 7 technical support for the Service subscribed, and IPSERVERONE shall use its best endeavour to remedy or rectify any interruption or disruption of services or facilities within the repair time specified.
- Information: It will, upon request by the Customer, provide such information reasonably required in connection with or for the Services subscribed.
- Customer Access: It shall provide Customer the ability to access the Services subscribed.
3.2 IPSERVERONE represents and warrants that the Services will be provided in accordance to industry standard and requirements under the ISO 27001 and the ISO 27017 procedures for similar services.
3.3 IPSERVERONE shall perform its obligations or exercise any of its rights under the MSA.
4. CUSTOMER OBLIGATIONS
4.1 Customer represents and warrants to IPSERVERONE that: –
- The customer has and shall maintain all activities in compliance of local, foreign or international laws.
- The customer’s employees, contractor and appointed agent shall possess the necessary technical skills to maintain and manage the Service(s) subscribed.
- The customer shall notify IPSERVERONE to report any interruption or disruption of the Services.
- The customer shall grant IPSERVERONE whenever necessary, a reasonable access to Customer’s service(s) or system (if required) for the purpose of technical support or maintenance or repair only. Customer is required to revoke the access granted to IPSERVERONE thereafter.
- The customer shall solely be responsible for the Customer Data stored in the Service(s) subscribed including and not limited to securing the data, keeping and maintaining the software or its application up to date, encrypting all data and perform backup of data (including offsite backup) and including monitoring and maintaining its account’s permission and during the terms of this Agreement.
- The customer has the sole ability to access, configure, and administer the Service(s) subscribed and shall be responsible for any third party’s use of the Services in accordance with the terms of this Agreement.
- The customer agrees to indemnify and defend IPSERVERONE from and against any and all claims or actions against IPSERVERONE for: (a) infringement or violation of any Intellectual Property of any third party arising from Customer’s use of any Non-Verified Software (as defined in Clause 14.3); and (b) any use of the Services for illegal activities during the enforcement of this Agreement. This clause shall survive any termination.
5. PAYMENT TERMS, CHARGES AND TAXES
5.1 Fees and Payment: Customer shall pay IPSERVERONE accordingly to the agreed price and terms stated in the Service Order Form, and Customer will pay in full upon receiving of the invoice from IPSERVERONE as per Payment Term in Schedule-M. In the event of default in payment, IPSERVERONE shall be entitled to suspend the Service(s), without liability as provided in Clause 6.
5.2 Taxes: Customer will be responsible to pay all tax or taxes including back payment of new adjustment of tax rate(s) revised or imposed or enforced by any statutory or regulatory body.
5.3 Amendment of Rates / Charges: IPSERVERONE shall have the right to amend its charge rate to Customer accordingly in the event there is an adjustment of new rate(s) or charge(s) imposed by Statutory body(s) on charges including utilities charges, software licenses, carbon tax (if any) with 30 Days’ notice prior to any implementation of new charges.
5.4 With reference to Clause 5.3 during the Initial Term, the contract fee shall remain unchanged until the maturity of the Initial Term. IPServerOne has the right to adjust the contract price for the Extended Term by way of notification 30 Days prior to the price adjustment takes effect.
5.5 Refund: IPSERVERONE practices a non-refund policy, Customer may write to IPSERVERONE to request for a refund and the decision whether to refund is entirely the discretion of IPSERVERONE.
5.6 Reconnection Fees: Customer is responsible to pay IPSERVERONE a reconnection fee(s) based on the rate as specified in our reconnection charges at www.ipserverone.com/terms-and-conditions/reconnection-fees/ in the event of default which resulted in the suspension of the Services.
6. SUSPENSION OF SERVICES
6.1 Without being held liable for any disruption of services, IPSERVERONE may suspend the Service(s), with prior notice (except in situation or happening of event(s) where IPSERVERONE reasonably believe there is need to suspend the Service(s) immediately to safeguard the integrity or functionality of its Service(s) or as demanded by law enforcement agency(s)) under the following reasons : –
- Upon expiry of any reminder notice issued, if Customer fails to pay IPSERVERONE within specified Payment Term;
- If Customer fails to remedy any breach of the terms and conditions of this Agreement (other than failure to pay within the Payment Term) or Acceptable User Policy issued by IPSERVERONE in respect of the use of the Service(s) within Three (3) days after receipt of IPSERVERONE’s written notice to Customer to remedy the breach.
6.2 Upon non-payment suspension, IPSERVERONE, may re-activate and re-connect the Services, with condition to Customer pay up all the outstanding amount due together with a reconnection fee immediately before any re-activation or re-connection of Service(s).
6.3 Notwithstanding anything to the contrary, Customer shall remain liable to pay to IPSERVERONE all applicable Fees during the period of interruption, suspension or loss of Service(s) or part thereof arising from any cause whatsoever. If Customer still fails to settle outstanding fees or fails to remedy the breach, Clause 7 shall apply upon the expiry of 14 days from the date of Suspension Notification.
7. Termination of Services
7.1 In the event Customer unilaterally terminates the Services prior to the Service Commencement Date, IPSERVERONE shall be entitled to forfeit all sums paid or require the payment a sum equivalent to one time charge and any other cost(s) associated with the installation and provisioning of the Services, as an agreed cancellation fee.
7.2 During the Initial Term, neither party shall terminate the Services prematurely except as provided under Clause 7.4, Clause 7.5 and Clause 12.3. In the event that the Customer unilaterally terminates the Services prior to the expiry of the Initial Term (except as provided under Clause 7.4, Clause 7.5 and Clause 12.3), Customer agrees that it shall be liable to pay to IPSERVERONE a cancellation fees amounting to the fees for the remaining period of the Initial Term less any deposit paid (if any) within 30 Business Days from the date of Customer’s notice to terminate. The Customer agrees and accepts that such payments are applicable cancellation fees and is not a penalty for premature termination. The Customer shall further be liable for all Services rendered to it by IPSERVERONE up to the date of termination.
7.3 Either Party may terminate this Agreement any time during the Extended Term by giving to the other party a 60 Days’ notice in writing
7.4 Notwithstanding the aforementioned clauses above, either Party may, at any time, give a notice in writing to the other to terminate this whole Agreement immediately if any one of the following events shall occur:
- If any Party shall commit an act of bankruptcy, become insolvent or suffer the presentation of a petition for liquidation or winding-up, as the case may be, whether compulsorily or voluntarily, except for the purpose of a bona fide amalgamation or reconstruction with the consent of the other Party;
- If any Party shall have a receiver appointed over any of its assets or undertaking;
- If any Party shall cease or threaten to cease to carry on the whole or any substantial part of its business other than in the course of reconstruction or amalgamation with the consent of the other Party;
- If any Party shall infringe or violate any law or regulation pertaining to the use of the Service and that Party shall fail to remedy the infringement or violation within the time frame stipulated by the relevant authority;
- If any Party shall make any arrangement for the benefit of or enter into any arrangement or composition agreement with its creditors; and/or
- If any Party shall permit or suffer any execution proceedings levied on any of its properties, premises, goods, fixtures, fittings, equipment, chattels and effects.
7.5 Either Party may terminate this Agreement if the other Party breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.
7.6 For the avoidance of doubt, Customer shall not be liable to pay any cancellation fees if the Customer terminates this Agreement according to Clause 7.4, Clause 7.5 or Clause 12.3.
7.7 Upon expiration or termination of this Agreement and/or Services in accordance with the provisions of this Agreement: –
- The Parties shall be released and discharged of its obligations and all rights will terminate without prejudice to any rights in respect of any prior breach under this Agreement. This Agreement shall be of no further effect and neither Party shall be liable to the other Party in respect of this Agreement (except for any antecedent breach of this Agreement);
- IPSERVERONE shall forthwith cease to be liable to provide the Services;
- Customer shall pay all unpaid Fees and/or other monies owing to IPSERVERONE, failing which, IPSERVERONE shall be entitled to institute a legal action against Customer for recovery of all sum due (including and not limited to all losses and damages suffered or sustained by IPSERVERONE by reason of the breach by Customer) and if necessary to provide information to credit rating agency as part of the course of recovery of debt(s).
8. LIMITATION OF WARRANTIES AND LIABILITY
8.1 IPSERVERONE DOES NOT MAKE AND HEREBY DISCLAIMS ANY WARRANTIES, WHETHER EXPRESS, STATUTORY, IMPLIED THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. IPSERVERONE MAKES NO WARRANTY OR REPRESENTATION CONCERNING THE COMPATIBILITY OF SOFTWARE OR EQUIPMENT OR ANY RESULTS TO BE ACHIEVE THEREFROM. THE LIMITATION OF LIABILITY UNDER CLAUSE 8.3 IS APPLICABLE.
8.2 SUBJECT TO CLAUSE 8.4 BELOW, IN NO EVENT WILL EITHER PARTY, NOR ITS RESPECTIVE EMPLOYEES, OFFICERS, AFFILIATES, AGENTS OR SUPPLIER BE LIABLE TO THE OTHER PARTY FOR (I) LOSS OF PROFITS, (II) LOSS OF BUSINESS,(III) LOSS OF REVENUE (EXCEPT THAT CUSTOMER SHALL BE LIABLE FOR ANY FEE OR AMOUNT OWED TO IPSERVERONE UNDER THIS MSA), LOSSES ARISING FROM LOSS , INTERRUPTION, OR CORRUPTION , DATA AND CONTENTS BELONGING TO THE OTHER PARTY, (IV) ANY CONSEQUENTIAL OR INDIRECT DAMAGES, OR (V) ANY INCIDENTAL, SPECIAL RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES (IF ANY).
8.3 SUBJECT TO CLAUSES 8.2 AND 8.3, IPSERVERONE TOTAL LIABILITY TO CUSTOMER IN AGGREGRATE FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT WILL BE IN AGGREGRATE CAPPED UP TO USD $5,000.00, SAVE THAT IN THE EVENT IPSERVERONE IS UNABLE TO PROVIDE THE SERVICE AVAILABILITY AS DESCRIBED, CUSTOMER SHALL BE ENTITLED TO CLAIM DOWNTIME CREDIT IN LIEU OF THE SERVICE INTERRUPTION. THIS CLAUSE 8.3 SHALL NOT APPLY TO IPSERVERONE’S INDEMNITY AND BREACH OF REPRESENTATION AND WARRANTY UNDER CLAUSE 14.1.
8.4 NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, NOTHING IN THE AGREEMENT EXCLUDES OR LIMITS THE LIABILITY OF EITHER PARTY FOR ANY MATTER THAT CANNOT BY APPLICABLE LAW BE LIMITED OR EXCLUDED.
8.5 THE LIMITATION SET FORTH IN CLAUSE 8.3 WILL APPLY TO ALL CLAIMS AND CAUSE OF ACTION REGARDLESS OF WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER CAUSE OF ACTION AVAILABLE.
9.1 The Customer agrees that from time-to-time IPSERVERONE may disrupt the Service for routine tests, maintenance, upgrade or repair, to any part of the system used for the Service PROVIDED IPSERVERONE gives the Customer prior notice of such action.
9.2 The Customer agrees that in an event of unforeseen happening of event that could affect the system, including critical unforeseen maintenance, it is not practicable for IPSERVERONE to give such advance notice of a Service disruption and that IPSERVERONE shall be entitled to disrupt the Services to conduct remedial works, with or without, prior notice.
9.3 IPSERVERONE shall not be liable for any business loss, loss of customer, damaged incurred by Customer during the period of maintenance.
10. MANAGEMENT PLATFORM
10.1 IPSERVERONE provided Customer Portal as platform to allow customer ease of access to manage their services. Customer shall be authorized to access the service through IPSERVERONE’s customer portal (https://portal.ipserverone.com/).
10.2 Customer acknowledged the control of delegated access by customer is under customer full responsibility and customer is required to conduct periodical review of the access on their own.
10.3 Customer further acknowledged that any feature provided on the portal is provided for ease of customer to maintain the service, abuse of the feature provided which causes disruption on customer service shall be customer full responsibility.
11.1 Neither Party will use or disclose Confidential Information from the disclosing Party with the disclosing Party’s prior written consent, except where the disclosure is (i) required by applicable law or regulation, , (ii) – is necessary for a Party to exercise its rights and performance of its obligations under this Agreement. Information is not deemed Confidential Information if it is or becomes publicly known or otherwise ceases to be confidential without breach of this Clause 11 by the receiving Party.
11.2 IPSERVERONE’S limitation of liability under Clause 8.3 shall not apply to its breach of its obligations under this Clause.
11.3 This Clause shall survive termination or expiry of this Agreement.
12. FORCE MAJEURE
12.1 Save for obligations under this Agreement which should have been fully performed prior to a Force Majeure Event, the Parties are excused from performing whatever obligations under this Contract which are affected by a Force Majeure Event and neither Party will be liable to the other Party for any failure or delay in performing its obligations as a result of a Force Majeure Event PROVIDED: (a) the affected Party notifies the other Party within 14 days of the start and end of a Force Majeure Event with full particulars of the Force Majeure Event, its nature, consequence thereof, likely duration and the steps that the Party proposes to take to mitigate the non-performance subject to the approval of the other Party; and (b) the affected Party furnishes all information in relation to the Force Majeure Event as reasonably required by the other Party.
12.2 The Parties shall bear their respective costs arising from a Force Majeure Event and the Parties shall perform all obligations which are unaffected by a Force Majeure Event.
12.3 If performance of the Agreement is substantially prevented by any Force Majeure Event for a continuous period of thirty (30) days, then, either Party may terminate this Agreement forthwith by written notice to the other Party and neither Party shall have any claim against the other Party or be entitled to any compensation arising thereof for, loss or damages or expenses arising from such termination save for antecedent breaches.
13. DATA PROTECTION AND PRIVACY
13.1 IPSERVERONE shall observe strict compliance with the requirement of the Malaysian Data Protection Act 2010 and IPSERVERONE Privacy compliance, IPSERVERONE does not and will not share Customer’s Personal Data with any 3rd Party without first obtaining a prior written consent from Customer, except in a situation when such information(s) are demanded by an enforcement authority(s) or regulatory body(s) (“Authority”) and for the purpose of assisting in an investigation or inquiry, IPSERVERONE shall reveal or provide such information including any other information as demanded by the Authority and will notify Customer on the first opportunity available.
13.2 IPSERVERONE shall not be held liable and Customer agrees waive any claims against IPSERVERONE for Personal Data released to the Authority.
13.3 This clause shall survive expiry or termination of this Agreement.
14. INTELLECTUAL PROPERTY
14.1 Third Party Software:
IPSERVERONE may provide software which is proprietary to a third party (“Third Party Software”) for Customer’s use as part of the Services or Deliverables or to assist the delivery of the Services. Unless otherwise permitted by the terms of the applicable license, Customer may not: (i) assign, grant, or transfer any interest in the Third Party Software to another individual or entity; (ii) reverse engineer, decompile, copy, or modify the Third Party Software; (iii) modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Third Party Software; or (iv) exercise any of the reserved Intellectual Property rights provided under the laws governing the Agreement. Customer may only use Third Party Software provided for its use as part of the Services (identified on the Service Order) on the Service(s) subscribed on which it was originally installed, subject to any additional restrictions identified in the Product Terms or Service. Upon termination of the Service, Customer shall permit removal of any Third Party Software installed by IPSERVERONE on the Service(s) subscribed. IPSERVERONE makes no representation or warranty regarding Third Party Software except that IPSERVERONE represents and warrants that it has the right to use or licence the use of the Third Party Software to Customer. IPSERVERONE agrees to indemnify and defend Customer from and against all claims, action or proceedings arising out of any claims that the provision and use of technology or software or system as listed in the Service Order Form and processes utilised in the provision of the services infringes or violates any Intellectual Property of any third party. This clause and indemnity shall herein survive termination or expiry of this Agreement.
In the event IPServerOne’s right to use any Third Party Software is terminated by the relevant software provider, IPServerOne shall serve a 60 days’ notice to Customer to inform of the termination notice of the right to use of software and IPServerOne shall refund any advance charges to Customer. Meanwhile Customer may contact the relevant software provider directly for subscription to use the software.
14.2 Open Source Software:
In the event IPSERVERONE provides for Customer use any Open Source Software as part of the Services and/or Deliverables then such Open Source Software is subject to the terms of the applicable open source license. To the extent if there is a conflict between this MSA and the terms of the applicable open source license, the open source license shall prevail.
14.3 Customer Provided Software:
If Customer uses any non-IPSERVERONE provided software on the Service(s) subscribed, Customer represents and warrants to IPSERVERONE that Customer has the legal right to use the software. Customer is obligated to provide the evidence such as right to use license(s) upon the request by IPSERVERONE. If Customer fails, ignores or refuses to provide the requested evidence of the right to use and/or proof of licensing to IPSERVERONE, and continues to use such non-verified software (“Non-Verified Software”), Customer shall be solely liable for any past or immediate infringement of such Non-Verified Software and Clauses 6 and 7 will be applicable.
15. GOVERNING LAW
The validity, construction and performance of this Agreement shall be governed by the laws of Malaysia and the Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Malaysia. In an event of a dispute arising between the Parties, the Parties shall agree to attempt to settle the dispute amicably and if no settlement is reached within two (2) weeks of a Party notifying the other of the dispute, the Parties agree to appoint a professional mediator to mediate the dispute. In the event that the dispute could not be settled through mediation within four (4) weeks of a Party notifying the other of the dispute, either Party may proceed to litigation.
16. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties. All previous, written or oral, agreements, communications, representations, warranties, negotiations, purchase orders or understandings, between the Parties with respect to this Agreement (i) are superseded by this Agreement; (ii) are merged in this Agreement to the extent of its incorporation in this Agreement; (iii) are of no effect; and (iv) shall not constitute any collateral agreement or warranty.
17.1 The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies that a party would otherwise have.
17.2 This Agreement does not establish any relation of partnership, joint venture, employment, or agency between them. Each Party shall have sole supervision, control, management of its data and contents, and neither Party may bind the other or incur obligations on the behalf of the other without an express and written consent.
17.3 There is no 3rd Party beneficiary to this Agreement.
17.4 No waiver of any breach of any of this Agreement constitute a waiver of any prior, concurrent or subsequent breach, and no waiver shall be effective unless made in writing signed and authorized by the waiving Party.
18.1 Neither Party shall assign its rights or interests under this Agreement, in whole or in part, without the written consent of the other Party.
18.2 This Agreement shall enure to the benefit of and be enforceable by the parties hereto and IPSERVERONE’S permitted assigns and Customer’s permitted assigns, and shall be binding upon the Parties’ permitted assigns, heirs, personal representatives or successors-in-title.
Clauses 5, 8, 11, and 13 shall survive the termination and expiry of this Agreement, and clause 8 will survive for 12 months from the date of expiry of this Agreement.
All legal notice, consents or approvals required by this Agreement will only be effective if in writing and served to the other Party (i) by any electronic mail , or (ii) by registered post to the Parties at respective address at: –
- Address: A-1-1 &1-2, Block A, Glomac Damansara. Jalan Damansra,60000 Kuala Lumpur, Malaysia
- Electronic mail: email@example.com
- Refer to address and electronic mail at Schedule-M
- “Agreement” means collectively, this MSA, the Service Order Form, and the Product Specific Agreement attached in the Appendix.
- “Business Day” means any day other than Saturdays, Sundays or public holidays gazetted for Kuala Lumpur.
- “Day(s)” means the calculation of day(s) according to Georgian calendar.
- “Product Specific Agreement” means the agreement and description for additional or specific Product(s) or Service(s) subscribed by Customer.
- “Confidential Information” means non-public information disclosed between the Parties, including (a) Personal Data received from the Customer (b) information of any kind, nature, format, oral or otherwise containing the disclosing party’s customer information, trade secrets, customer list and if released, prejudices the disclosing Party’s interest disclosed before and after the date of this Agreement, other than information which are in the public domain, without fault of the receiving party.
- “Content” means Customer’s web pages, data, works, information or materials on, within, displayed, linked or transmitted including any, trademarks, service marks, images, photographs, illustrations, graphics, audio clips, video clips, email, messages, meta tags, domain names, software or text in any content or resources, which is located on or used, from or through, the server space on IPSERVERONE’s system allocated to Customer or Customer’s Hardware.
- “Force Majeure Event” means any event or circumstance which, (i) is beyond the reasonable control of the Party claiming suspension (“Affected Party”), (ii) having arisen, could not reasonably be avoided or overcome by the exercise of due diligence by the Affected Party, and (iii) renders the Affected Party’s performance of this Agreement impossible or so impractical as to be reasonably considered impossible in the circumstances. Subject to the foregoing being satisfied, a Force Majeure Event includes inclement weather beyond the norm, lightning strikes, natural disaster, acts of God, war, riot, malicious acts of damage, civil commotion, labour strike, lockout or industrial dispute (other than those by the employees, representatives or agents of the Party claiming the Force Majeure Event), commercial power failure, fire, other casualties, orders of any authorities or orders of any persons acting for such authorities PROVIDED THAT a Force Majeure Event shall not include the financial inability of a Party to perform its payment obligations under this Agreement, or death, or personal injury suffered by a Party, its representatives, servants, agents, contractors, licensees or invitees, in the Data Centre.
- “Fees” means the prevailing fees as prescribed in the Order.
- “Billing Cycle” the period between the date invoice will be issued.
- “Extended Term” has the meaning ascribed to it in Clause 2.1.
- “Payment Term” Period between the date of issuance of invoice and the time Customer has to make payment as set out in this Agreement.
- “Initial Term” has the meaning ascribed to it in Clause 2.1.
- “Intellectual Property” means copyright and related rights, brand, trade name, logos, registered and unregistered trademark, service marks, other proprietary identifying symbols, get-up or trade dress, patent, know how, confidential information, trade secret, industrial design, registered and unregistered design, utility model, circuit layout, domain names, computer programs (including source code and executable codes), database, inventions, processes and any other intellectual property.
- “Personal Data” has the meaning ascribed to it in the Personal Data Protection Act 2010 of Malaysia.
- “Services” and “Service subscribed” means the services subscribed by the Customer in the Order.
- “Service Date” means: (i) the date IPSERVERONE notifies the Customer that Services are ready for use on services rendered with IPSERVERONE; or (ii) Upon confirmation of Order and system is ready for Customer to use.
- “Service Term” means the period of the subscribed in the Order.
- “Customer” means the Customer, affiliates, agent, employee and contractor.
- “Service Order Form” means IPSERVERONE’s standard service order form, quotation, Customer’s purchase order form or order made directly from IPSERVERONE’s portal that is duly executed by the Customer and accepted by IPSERVERONE on the terms and conditions as contained in this Agreement.
- “Customer Data” means file(s), program(s), software(s), application(s) or information installed, stored or enabled by Customer in Service(s) subscribed.