Terms of use

Introduction

These Services (hereinafter defined) is made available by Digi Telecommunications Sdn Bhd (Company No.201283-M) (“Digi” “Us” “We”) subject to this TOU herein. This TOU govern your access and use of the Services, information and functions made available by us to you.

Before using these Services, you must read carefully and accept this TOU and all other terms and conditions and policies pertaining to the use of the Services and you must consent to the processing of your personal data as described in the Digi’s Privacy Policy set out at https://new.digi.com.my/cs/Satellite/Page/tnc/default/tnc_privacy_statement_en

By accessing the Services, you agree to be bound by this TOU and any amendments to the foregoing issued by us from time to time. If you do not agree to this TOU and the Privacy Policy, do not access and/or use these Services.

Digi reserves the right, to change, modify, add, or remove portions of this TOU at any time. Your continuous use of the Services constitutes your unconditional acceptance of this TOU as may be amended from time to time.

If you are under the age of 18 or the legal age for giving consent hereunder pursuant to the applicable laws in your country (the “legal age”), you must obtain permission from your parent(s) or legal guardian(s) to use the Services. If you are the parent or legal guardian of a minor who is using this Services, you must accept and comply with this TOU on the minor's behalf and you will be responsible for the minor’s actions, any charges associated with the minor’s use of the Services. If you do not have consent from your parent(s) or legal guardian(s), you must stop using/accessing this Services.

1. Definitions

The following words and expressions shall have the meaning as defined below: -

Account

means the account created with Digi when register with the Services.

API Product

(Application Programming Interface)

means the APIs which are available in the Services.

Digi for Developers

means the platform that manages the services and functionality via the following features:-

i. API Testing and Development;

ii.Analytics;

iii.Partner Management;

iv.Operations Automation;

v.API Calls and Reporting; and

vi.any other features which may be amended/added by Digi from time to time;

Application

means the mobile application or web application developed by the User for the purpose of subscribing for the Services.

Business Day    

means any working day excluding Saturdays, Sundays and any other day declared by the Malaysian government and the state government as a public holiday.  

End user

Means the subscribers/customers and/or potential subscribers/customers of the User’s application/service.

Services

means the products being exposed on the Digi for Developers portal interface.

User

means the person whose application/service is consuming any of the Services on the developers portal.

 

2. Order of Precedence

2.1 The Services available in the Digi for Developers portal may have different terms and conditions to meet the different regulatory requirements. Therefore, upon selecting specific Services that you wish to subscribe, we will make available for your consideration additional terms and policies that are applicable to the specific Services subscribed. Be sure to read these terms and policies carefully.

2.2 This TOU deals with the general terms and conditions while the Services Package Terms and Conditions comprises of the specific terms. If there is any conflict or inconsistency between the above documents, it will be resolved in the following order of precedence:

  • this TOU; and
  • Privacy Policy
3. Account

3.1   To use these Services, you will need to have a valid and active registered Account with us. Once registered, we will conduct verifications and approve the registration of your Account.

3.2    Be reminded that all information you provide to us are regarded as representations by you, and which shall be truthful and accurate.

3.3    Any service requests, variations or proposals that you submit to us during the registration process which has not received our express agreement to you will merely be regarded as proposals, which are not be legally binding on us nor deemed to be accepted by us, by virtue of your Account being successfully registered.

3.4    While your Account is registered and valid, do co-operate with us by updating any changes to your account information to avoid interruptions to the Services.

3.5    You must take all reasonable precautions to prevent unauthorized access to your Account, as you are solely responsible for all use of the Services, and any acts or omissions connected with your Account. This includes the acts or omissions of your End Users.

3.6    We are not liable for any damages, liabilities, losses or any other consequences caused (directly or indirectly) arising from the use, whether or not authorized, of your Account.

3.7    We have automated the process of tracking your usage. The calculations and itemization of your usage will be available via your Account. Our calculations of your usage are final and we will not be able to respond to or entertain your disputes of our usage calculations.

3.8    We may require you to furnish us with certain information or documentation relating to your use of the Services. Please be sure you keep clear, accurate and up to date records and information in accordance to generally accepted accounting principles. You shall make such information or documentation available to us upon request with 5 days written notice.

3.9    You may be invited to participate in an alpha or beta test of our services, products and features (“Tested Services”). These Tested Services are on an invite-only basis, and may contain bugs, errors, defects or potentially harmful components. These Tested Services are offered to you on an “AS IS” basis, with no warranties of any kind whatsoever. If you do decide to participate in an alpha or beta test of our Tested Services, you agree to waive any liabilities on our part in accordance with this TOU.

3A Access and Use

3A.1     We grant you permission to access and use the Services and this Account portal on a limited, personal, non-exclusive, non-transferable, non-sublicensable basis, to:

  1. develop your software applications that interface with the Services or provide the Services through Applications;
  2. consume the Services or to provide the Services to your subscribers or end users within one of your own service offerings (for example, in connection with the use of Applications) according to the agreed scope set out in the TOU, in a manner which abides by the applicable laws; and
  3. use the Services solely in connection with and as necessary for your activities allowed under this TOU, and in a manner which abides by the applicable laws.

3A.2    You may update any of your service offerings (for example, releasing a new version of Applications), provided that such update does not affect the integration with our systems or our API specifications.

IT IS YOUR RESPONSIBILITY TO ENSURE THAT THE SERVICES YOU CONSUME OR PROVIDE TO YOUR END USERS COMPLIES WITH THE LAWS IN THE TERRITORY YOU AND YOUR END USERS ARE BASED IN.

4. Fees & Payment

4.1    The fees and specific payment terms that are applicable to the various Services will be displayed in our Pricing Table.

4.2    The Services will require advance payments or pre-payments or post-payments for the consumption or access to the Services. The payment method and the payment currency will be displayed to you when you place an order for the Services.

4.3    All amounts paid, whether pre-paid or deposited in advance, or whether the Services have been consumed, are non-refundable.

4.4    You agree to pay the fees and applicable Taxes for the Services you purchase or consume using your Account.

4.5    You shall also pay any other applicable fees, including but not limited to, support and technical fees, maintenance fees, or any other fees, which will be communicated to you prior to use of the Services.

Payments to You

4.6    For some of the Services (as such services that you provide to your end users which feature direct operator billing), we will be collecting payments which originate from your end users on your behalf and transfer the balance to you after making the necessary deductions for fees (displayed in the Pricing Table) that are due to us, applicable bank charges and/or applicable Taxes. These amounts and the dates of transfer to you will be displayed in our statements which are accessible through your Account.

4.7    Notwithstanding the above, we will not be entertaining any requests of refunds or clawback of any pre-paid fees or payments which are collected by us on your behalf.

4.8    All payments you make shall be made in Malaysian Ringgit unless otherwise stated in the Pricing Table.

Taxes

4.9    All pricing for the Services and / or any other charges due hereunder are exclusive of all applicable taxes, including but not limited to value added tax,  duties, fees, levies, surcharges, Sales Tax and Service Tax (SST) imposed by the relevant government authorities in Malaysia.

4.10    Where SST is applicable to any supplies or services made or provided by a Party under this Agreement, such Party being a taxable person under the relevant SST law is entitled to charge SST on the payment of supply or services in accordance with the applicable SST rate.

4.11    You shall be responsible for complying with all Malaysian tax laws and regulations, including but not limited to the filing of any required Malaysian tax return.

4.12    We will not be responsible for any bad debts, unrecovered sums or withholding for tax purposes and we will charge, add or deduct or offset any such sums to or from you.

4.13     All payments must be made to us in accordance to this TOU regardless of any bad debts, unrecovered sums or withholding tax purposes and must be accounted for in full and be grossed up to make whole all amounts specified in our invoices or Pricing Table.

4.14    You will indemnify and hold us harmless against any claims or penalties that may be imposed on us due to your failure to comply with your obligations under the tax laws.

5. Right To Reject

The Parties agree that Digi has the absolute right to reject the registration of Account submitted and/or supplied by the User for any reason whatsoever.  Digi shall not be liable to the User for any losses or damages which the User may suffer or incur as a result hereof.

6. Intellectual Property Rights

6.1    All intellectual property rights, whether registered or unregistered, contained in the Services, information content on the Services and all the website design, including, but not limited to, text, graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code and software (collectively referred to as “Intellectual Property”) shall remain Digi’s property or where applicable, Digi’s affiliates or third party intellectual property owners. The entire contents of the Services also are protected by copyright as a collective work under Malaysia copyright laws and international conventions. All rights are reserved.

6.2    No part or parts of the Services may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcasted, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment any Intellectual Property without Digi’s prior written permission or that of the relevant Intellectual Property owners. No party accessing the Platform shall claim any right, title or interest therein.

7. Publicity

The parties shall cooperate with each other in relation to public relations, promotional and advertising relating to the Services. Neither of the parties shall make any public announcements or communications on behalf of each other without the other’s prior written consent.

8. Personal Data & Privacy

8.1    By using the Services, you warrant and represent that you have consented, obtained or have procured sufficient informed consent from the relevant individuals for us and our contractors to collect, use, handle, store, disclose, transfer (collectively known as “Process”) the personal data relating to you and your end users, for the purposes set out in this clause and in accordance with our Privacy Notice.

8.2    You also grant to us a delegated authority to appoint such contractor or subcontractor as we deem fit to Process the personal data of you and your end users.

8.3    Where any personal data is provided to you in connection with the use of the Services, you must:

(a)    only Process such personal data to the extent necessary to receive the Services or otherwise in order to comply with the law or as permitted by this TOU;

(b)    comply with the applicable privacy laws, and not do engage in any practice that would breach or cause us or our contractors to breach any privacy laws; and

(c)    ensure that sufficient technical and organisational security measures are adopted in relation to the personal data, including such measures to protect personal data from any loss, misuse, modification, unauthorised or accidental access or disclosure, alteration or destruction.

8.4    Information required for invoicing or audit purposes relating to this TOU or the service order forms may be retained in accordance with any requirements of applicable law.

8.5    In respect of personal data provided by you to Digi, Digi will process the personal data and use any other information supplied by you to provide the Services, including but not limited to the various purposes mentioned in the Privacy Notice, marketing, aggregating data and analysis of such data, and to inform you about any relevant services you or your end users can obtain from us.

8.6    You will also be responsible for obtaining the consent of your end users to use, process, record, hold, store, share and disclose such end users’ personal data, and for us to process end user personal data only to the extent necessary for the abovementioned purposes, failing which you will indemnify us fully against any damages or claims that we suffer from your failure to do so.

8.7    By using the Services, you agree that you have read, understood and agree to comply with our Privacy Notice.

For further information on the Privacy Policy, please refer to the following link https://new.digi.com.my/cs/Satellite/Page/tnc/default/tnc_privacy_statement_en

9. Warranties

9.1    The Services are provided on an “as is” and “as available” basis without any warranties, claims or representations made by Digi of any kind either expressed, implied or statutory with respect to the Services, including, without limitation, warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose. All data and/or information contained in the Services are provided for informational purposes only.

9.2    Without limiting the foregoing, Digi does not warrant that the Services or the functions contained therein will be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free, that defects, if any, will be corrected, or that this platform and/or the server that makes the same available are free of viruses, clocks, timers, counters, worms, software locks, drop dead devices, Trojan-horses, routings, trap doors, time bombs or any other harmful codes, instructions, programs or components.

9.3    Digi and all of its respective officers, employees, directors, agents, contractors and assigns shall not be liable to you for any losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:

(a)    any access, use and/or inability to use the Services;

(b)    reliance on any data or information made available through the Services. You should not act on such data or information without first independently verifying its contents;

(c)    any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and

(d)    any use of or access to any other website or webpage linked to the Services, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.

9.4    Any risk of misunderstanding, error, damage, expense or losses resulting from the use of the Services is entirely at your own risk and we shall not be liable therefore.

10. Indemnities

10.1    You hereby agree and undertake to indemnify and keep indemnified at all times Digi and its employees, agents, officers and directors from and against all loss, damage or liability incurred, suffered as a result or arising from any actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by Digi directly or indirectly in respect of:-

(a)        any breach by you of any of the provisions of these TOU or of any law, code or regulation relating thereto to the use of the Services; or

(b)        any willful, unlawful or negligent act or omission of the User.

10.2    For the avoidance of doubt, Digi may, at its sole discretion, set-off any indemnity, charges, fees and/or costs, due and owing to it by the User against the revenue payable to the User under any other revenue, charges, fees and/or costs payable under any other provision(s) of these TOU.

11. Termination & Suspension

11.1    Digi shall be entitled to immediately suspend or terminate your use of the Services or any part thereof, and your access to the Account, with or without any notice to you, pursuant to the following events:-

(a) if there is dishonesty, suspected fraud, illegality, criminality or misrepresentation in the conduct of your Account or your use of the Service;

(b) if you are in breach or breached any of the provisions of Digi’s Terms and Conditions;

(c) if you have engaged in any conduct prejudicial to Digi or if in the opinion of Digi, your acts are prejudicial to Digi’s interests;

(d) if you are in breach of any acts, statutes, laws, by-laws, rules and/or regulations imposed by any party, regulatory body or government agency;

(e) if you have submitted false documents or have declared false information during your application for the Service;

(f) if you have acted in bad faith or with malicious intent;

(g)if you have failed to provide any additional information which Digi may request from you from time to time.

(h) if your Account has been dormant or inactive for more than 90 days;

(i) if you or your business ceases to carry on business, undergoes a change in control, faces insolvency or similar proceedings.

11.2    You may, at any time, terminate the Service by giving notice of such termination via email to apigwsupport@DIGI.COM.MY.

11.3    We will not be liable for any losses or damage arising from a suspension or termination pursuant to this clause.

12. Force Majeure

Either party shall not be held responsible or liable for any delay or failure to comply with any of the provisions of this TOU due to Force Majeure. Force Majeure means a cause or event that is not reasonably foreseeable or otherwise caused outside the control of the  party which causes delay or which renders it commercially impossible to perform its obligations, including,  without limitation, events such as Acts of God, fires, explosions, riots, terrorism, insurrection or civil  disorder, war or military operations, national or local emergency, acts or omissions of governmental  authority or other competent authority, strike, errors or downtime in networks, power supply, errors in gateway, or similar failures of telecommunication companies.

13. Assignment

You shall not assign or transfer the rights and obligations under this TOU without Digi's written consent. However, we may by informing you, assign or novate this TOU and/or any rights hereunder to any entity within our group of companies or any entity that we establish in connection with the Service.

14. Waiver

The failure to exercise or any delay in exercising any right of remedy by us under this TOU shall operate as a waiver thereof.

15. Severability

In the event that any or any part of the terms, conditions or provisions contained in this TOU be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining TOU which shall continue to be valid and enforceable to the fullest extent permitted by law.

16. Notices

Any notice required or permitted to be given under this TOU shall be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email upon confirmation of receipt. Notices to us shall be copied to Digi Telecommunications Sdn Bhd (D'House, Lot 10, Jalan Delima 1/1, Subang Hi-Tech Industrial Park, 40000 Shah Alam, Selangor) and send a copy to our email (apigwsupport@DIGI.COM.MY).

17. Relationship of the Parties

The performance of the terms shall not be construed as creating an employer-employee relationship, partnership, agency, joint venture, or franchise. You are solely responsible for all claims, liabilities or damages or debts of any type that may arise on account of each of your respective activities in the performance of these terms.

18. Language

All notices and any other communication under or in connection with these Terms of Use shall be in the English Language.

19. Law

All the terms, conditions and provisions herein shall be governed by and construed in accordance with the Laws of Malaysia and you hereby agree to submit to the exclusive jurisdiction of the Courts of Malaysia.