SERVICE AGREEMENT (SA)
The undersigned Client hereby requests that MCDS Software (M) Sdn Bhd ("MCDS"), a company (Registration No.1053297-U) incorporated in Malaysia, validate it for use of Malaysia Customs Declaration System (MCDS) ("Services") in accordance with the applicable Services price schedule and data sheets submitted by Client.
CLIENT ACKNOWLEDGES AND AGREES THAT ITS USE OF THE SERVICES WILL BE SUBJECT TO THE TERMS AND CONDITIONS WHICH ARE STATED BELOW, INCLUDING, WITHOUT LIMITATION, THE STATED WARRANTY DISCLAIMERS AND LIABILITY EXCLUSIONS AND LIMITATIONS. SERVICES USAGE TERMS AND CONDITIONS.
In consideration of its making use of the Services available to Client and to other parties who are permitted to use Client's user numbers, Client will pay MCDS for such usage, upon receipt of MCDS's invoice, at MCDS's published services rates which are then in effect, plus any applicable sales, value added, or similar taxes. Invoices not paid within fourth (40) days from date of proforma invoice are subject to interest charges at a rate equal to eight (8%) percent per month (compounded monthly), or at the maximum lawful interest rate allowable, whichever is lower. MCDS will give notice of any non-payment and specify a cure period of at least ten (10) days from date of profarma invoice. If an invoice remains unpaid after the cure period expires, MCDS may (reserving all other legal remedies and rights) terminate this Agreement without further notice to Client. All invoices will be sent out 40 days (inclusive of 10 days grace periods) before expiring. Thereafter dongle security will trigger automated suspension of customer subscription. With effective 1 Jun 2014 all the modules activation, deactivation will cost RM 900.00 admin fees per request. There will be cost of reactivation admin fees RM 900.00 if your account being suspended due to the outstanding payment (Suspended account will be permanently terminate after 30 days expired of subscription, thereafter customer require place new order with new price effective 1 JUN 2014). Once Services are disconnected, it may take more than 24 hours after the overdue amounts have been paid for MCDS to reconnect the Services.
MCDS reserves the right to change its published list rates or institute new charges for access to or use of the Services at any time by notifying Client of such changes by email and/or postal mail at least thirty (30) days before the new prices become effective. Continued use of the Services after notification constitutes acceptance by Client of such modified prices.
Client is responsible for providing a personal computer, modem, other hardware and/or Internet services (including browser software) required for accessing and using the Services.
Client will not resell the Services to third parties without MCDS's express written agreement. MCDS will grant consent if, in MCDS's sole discretion, resale will not be detrimental to MCDS's interests and Client will be able to adequately support prospective third-party users. If Client makes access to Services available to third parties, Client agrees to indemnify and hold MCDS harmless from any liability, costs or damages arising out of claims or suits by such third parties.
Client is not authorized to copy for republication and dissemination of any materials, which it accesses by means of the use of the Services, if such materials are identified as the intellectual property of MCDS or of any third party. Client will not delete any intellectual property rights notices from printouts of materials, which are electronically accessed.
MCDS will not be obligated to exercise greater care to protect Client's data against physical damage or unauthorized access or disclosure than it uses to protect its own data of a similar nature.
THERE ARE NO STATUTORY OR IMPLIED WARRANTIES OF ANY KIND RELATING TO THE SERVICES. MCDS DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION OF THE
SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT IS RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS AGAINST DAMAGES TO ITS OPERATIONS, WHICH COULD BE CAUSED BY SERVICES DEFECTS, ERRORS, INTERRUPTIONS, OR MALFUNCTIONS.
MCDS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE WHATSOEVER RESULTING FROM (I) THE USE OF THE INTERNET BY CLIENT IN CONNECTION WITH THE SERVICES OR FROM THE INABILITY OF CLIENT TO
MAKE OR MAINTAIN ONLINE CONNECTIONS THROUGH THE INTERNET OR (II) IF ELECTRONIC MAIL OR SHORT MESSAGE SERVICE NOTIFICATION IS ELECTED BY CLIENT, FAILURE TO RECEIVE OR INABILITY TO READ ELECTRONIC MAIL OR SHORT MESSAGE SERVICE NOTIFICATIONS.
EXCEPT IN RELATION TO PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE, NEITHER MCDS NOR ITS SUPPLIERS WILL BE LIABLE TO CLIENT FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ITS PROVISION OF OR FAILURE TO PROVIDE THE SERVICES TO CLIENT (EVEN IF MCDS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THE LIABILITY OF MCDS OR ITS SUPPLIERS TO CLIENT FOR ANY OTHER TYPES OF DAMAGE WHICH MIGHT BE CAUSED BY OR ARISE OUT OF THE PROVISION OF OR FAILURE TO PROVIDE THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING CLAIMS OF NEGLIGENCE, WILL NOT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAID BY CLIENT TO MCDS FOR SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT WHICH IS THE CAUSE OF LIABILITY.
Client will indemnify and hold MCDS harmless from any demands, claims, or causes of action, including damages, expenses or amounts paid in settlement arising from (a) the unlawful or improper use of the Services, (b) alleged copyright or other intellectual property rights infringement, defamation or other tort on account of information content provided to MCDS by Client.
Except for the failure to make payments when due, neither party will be liable to the other by reason of any failure in performance of this Agreement if the failure arises out of the unavailability of third party communication facilities or energy sources, acts of God, acts of the other party, acts of governmental authority, fires, strikes, delays in transportation, riots or war, or any other cause beyond the reasonable control of that party.
Client authorizes MCDS to include Client's name, contact information and other relevant directory information relating to Client's use of the Services in directories of MCDS's subscribers or licensees held, processed and maintained in Malaysia or elsewhere, which may be disclosed to MCDS affiliates, distributors and resellers.
MCDS and Client agree to collaborate on the preparation and release of a mutually acceptable press announcement referencing the new business relationship contemplated by this Agreement within thirty (30) days after Client signs this Agreement; provided that MCDS will not make press release concerning Client's use of the Services acquired under this Agreement without Client's prior consent.
Any action based on, arising out of, or relating to the provision of or failure to provide the Services will be commenced within not more than two (2) years after the date the right, claim, demand or cause of action first arises, and will be determined in accordance with the law of Malaysia. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Malaysia and waives any right it might have to claim that those courts are an inconvenient forum or do not have jurisdiction. Any right to jury trial in any such action is waived.
No waiver, alteration, or modification of any of the provisions hereof will be binding unless in writing and signed by a duly authorized representative of the party to be bound.
This Agreement contains the entire and only understanding and agreement of the parties concerning or relating to the Services. The terms and conditions contained in any purchase order form, which may be submitted by Client for such Services will not be applicable or effective even if receipt of such document is acknowledged.
In consideration of MCDS providing access to the Services, Client hereby acknowledges that it has read and agrees to be bound by this Agreement. MCDS's acceptance, if it is given, will be indicated by the validation of Client's account.