General - Terms & Conditions

Additional CP T&C (Website)

These are additional website terms and conditions (“Additional Website CP T & C”)and shall be an integral part of and read together with the main written terms and conditions in the Content Agreement or main website terms and conditions as the case may be, between Digi and Content Provider (“Main Terms and Conditions”).

The Service Specific Terms and Conditions are additional website terms and conditions specific to a product and services in Proposals and/or Service Order Form and shall be an integral part of and read together with the Main Terms and Conditions.

PRECEDENCE

In the event of conflict of terms:-
  • the Service Specific Terms and Conditions shall have priority and precedence over the provisions contained in the Additional Website CP T & C and the Main Terms and Conditions.
  • The Additional CP T &C shall have priority and precedence over the provisions in the Main Terms and Conditions.
Nothing herein shall in any manner prejudice, effect of extinguish any of Digi’s rights and interest in terms and conditions prior to the effective date of these terms.

Further, in construing of the terms herein and where applicable any references to “us” or “we” or “our” or “our self” means Digi, whereas “you” or “your” or “yourself” means the Content Provider and anyone appearing to Digi to be acting with that person’s authority or permission.

Definitions
“Affiliate”means any entity that directly or indirectly controls, is controlled by, or is under common control with a party (control meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise).
“Charges”means all setup, connection, re-connection, monthly subscription, usage, cancellation and administrative charges and other fees relating to the Service.
“Equipment”means all servers, routers, access devices and other related equipment, software and facilities owned by Content Provider connected to the Infrastructure.
Regulatory Authoritymeans the Malaysian Communications and Multimedia Commission, its successors-in-title and permitted assigns or any other relevant government authority.
“Service(s)”means any product or service including any value-added features provided by Digi to the Content Provider which are more particularly described in the Service Order Form.
“Service Order Form”means the application form(s) submitted by Content Provider to Digi in respect to the subscription of the Service.
“Service Specific Terms and Conditions”means the specific terms and conditions that may be imposed in respect of any particular Service, including any terms and conditions agreed or accepted by Content Provider and Digi for the Service. This shall include any amendments, variations, and/or modifications made thereto from time to time.
“Settlement Report”means the report that shows a summary of the billed transactions generated by the Content Provider over a specific period and / or all other relevant details that supports the amount of revenue payable by Digi to the Content Provider.
“SMS”means a mobile text message within 160 characters or its binary equivalent, which can be sent to and received from a GSM-device.
"Technical Specification Document"means the document that states the necessary technical specifications required in order to utilise the Service.
1.Service Payment Terms
1.1Upon commencement of the Services, all Charges shall be invoiced and payable by the Content Provider on a monthly basis. However, setup fee shall become payable upon approval of each new Service subscription and this setup fee shall not be refundable for any reason whatsoever. Additional setup fee shall be imposed on additional request and approval of VPN tunnel.
1.2All payments shall be in Malaysian Ringgit (RM) unless otherwise mutually agreed by the Parties.
1.3Payments are payable to Digi within thirty (30) calendar days of the date of such invoice, failing which late-payment interest at the rate of two percent (2%) per annum together with the base rate of CIMB Bank Berhad per annum shall be imposed on any outstanding payment due until full and final settlement . The right to impose late payment interest shall not prejudice Digi’s right to suspend, revoke or terminate the Service and / or the Main Terms and Conditions.
1.4All Charges payable shall be exclusive of any federal, state or local authority(ies), excise or sales and/or service taxes or other levies, fees, duties or other similar charges that may be assessed by any governmental authority in connection with the Service, and the Content Provider shall bear all such taxes, levies, duties and charges. The Content Provider shall in any event, indemnify Digi on a full indemnity basis of all such taxes, levies, duties and charges in relation to any tax liability incurred (if any) arising or due to the Content Provider’s breach of its tax obligation.
2.2. Connection to Digi 's Infrastructure
2.1All Equipment used by Content Provider to connect to Digi’s infrastructure shall be in accordance with rules, regulations and standards that may be existing or as may be specified by Digi from time to time in writing.
2.2The Content Provider shall at Digi’s request, provide documents detailing the type and specifications of the Equipment used no later than ten (10) Business Days from the date of the written request.
2.3The Content Provider shall at its own expense ensure that all Equipment connected to Digi’s infrastructure is in accordance with existing technical requirements specified by Digi.
2.4In the event that the Content provided by Content Provider causes instability to Digi’s infrastructure or the Content provided is prohibited by law, Digi shall be entitled at our sole and absolute discretion to disconnect Content Provider from its infrastructure without any prior notice.
3.Additional Warranties and Covenants by the Content Provider
3.1Content Provider shall ensure that all Content provided by Content Provider shall be fit for purpose and shall not in any manner misrepresent the Customers and shall provide such services in relation thereto in a professional manner and standard, these would include but not limited to the following:-
  • Content shall be updated regularly, where relevant;
  • Content shall not be delivered more times than what has been requested by the Customers;
  • Content shall not contain elements of advertisement or solicitation to make purchases if so requested by the Customers.
3.2Content Provider shall protect its own equipment and the equipment of any of Content Provider’s appointed third party sub-contractor against unauthorised access physically and electronically.
3.3Content Provider shall be responsible for the development, presentation, operations, and customer service of the Content provided. Digi shall not have any responsibility in relation to any editorial capacity or whatsoever.
3.4Content Provider shall be solely responsible to notify the Customers of the price for the usage of the Content offered by Content Provider. Content Provider hereby agrees to take all steps necessary to notify the Customers of the price for the usage of the Content offered by Content Provider.
3.5Content Provider shall not withhold any information which Content Provider have access to in the event of any system failure to the infrastructure whether or not such information is requested by Digi.
3.6Content Provider shall, upon receipt of a request from Digi, provide Digi any and all data as requested within a reasonable period and Content Provider shall ensure that all such data provided are accurate, correct and up-to-date.
4.Transaction of Volume Forecast
4.1Content Provider shall inform Digi of any expected substantial increase in transaction volume. Content that generates high transaction volumes within a limited time including but not limited to voting, polling and contest within television or radio shows, shall not be carried out without prior written consent of Digi.
4.2Digi may at any time independent of any earlier transaction volume forecast made, request in writing additional or new transaction volume forecast from Content Provider. Such requests shall be fulfilled within ten (10) Business Days from the written request date.
4.3Content Provider shall ensure that the capacity and performance of Content Provider’s Equipment are able to meet the expected increase in transaction volume. Content Provider shall provide a document detailing the capacity and performance specifications of Content Provider’s Equipment. Content Provider shall fulfil such request on or before ten (10) Business Days from the written request date.
5.Infrastructure Maintenance and Enhancement
5.1Digi shall have the absolute right to execute necessary changes or enhancements to the infrastructure, which may affect the connection between the infrastructure and Content Provider’s Equipment and Digi will use commercially reasonable efforts to provide Content Provider with reasonable prior notice of such changes or enhancement.
5.2Digi shall not be responsible for any additional expenditures and/or losses incurred by Content Provider due to said changes or enhancements.
5.3Digi shall reserve the rights to suspend the Services and / or provision of Content or any part thereof without any prior notice to Content Provider in the event of an emergency or in any circumstances deemed necessary at Digi’s sole and absolute discretion.
5.4Further and for avoidance of doubt, Digi shall not in any manner be liable and / or responsible for any disruption, interruption of the product and Service and / or provision of the Content as a result of or in connection with any one or more of the following:
  • any planned maintenance outage for the performance of maintenance carried out by Digi on the infrastructure or any emergency outage; or
  • any Force Majeure event; or
  • any failure by Content Provider to maintain or ensure that Content Provider Equipment is maintained in good working condition; or
  • any breach of or failure by the Content Provider to perform any of its obligations
  • any other act or omission on Content Provider; or
  • any act or omission of any third party.
6.Review of Revenue Sharing
6.1Digi reserves the right to review and amend the revenue share with fourteen (14) days prior written notice.
7.Settlement Report
7.1Where applicable, Digi shall provide Content Provider with a Settlement Report pertaining to the usage of the Content. The Settlement Report shall be sent to Content Provider by the tenth (10th) Business Day of each month. The Content Provider agrees that the Settlement Report shall be conclusive and binding on the Content Provider save for fraud, or manifest error. In the event of a dispute of more than five percent (5%), Parties agree to review the disparity in good faith and amicably and where applicable, both Parties shall carry out investigations at its own cost.
8.Digi’s Additional Rights : Suspension of the Service, Short code and keyword & Set-off
8.1Digi shall have the right to suspend the Service, the provision of the Content and/or Short Codes and/or keywords, in whole or in part, without assigning any reason whatsoever or if Digi in its sole and absolute discretion is of the opinion that Content Provider is involved in, including but not limited to, any of the following activities:
  • fraudulent activities, suspected or otherwise;
  • involved in SMS spamming activity, whether or not the SMS is sent from the Short code or originates from an MSISDN number, international SMS gateway and/ or from any channels whatsoever insofar the SMS message is associated with the Service, Content and/ or the Short code and/or the keyword;
  • any breach of the warranties;
  • failure to pay any payment due to Digi;
  • misuse of the Short Codes in any manner whatsoever;
  • Customers' complaints relating to the Content Provider and / or the Content and services rendered by the Content Provider; and/or
  • pursuant to any directive from any regulatory authority including Malaysian Communications and Multimedia Commission.
8.2Without prejudice to Digi’s rights, additionally, in respect of the Content Provider’s act, conduct and / or omission mentioned above, Digi shall be entitled to impose penalties payable by the Content Provider as may be notified from time to time. The Content Provider shall within 5 Business Days of the demand pay the said penalties.
8.3In any event, Digi reserve its rights to terminate the access to the Content, Short Code and/or keyword or the Main Terms and Conditions.
8.4Digi may also, at its sole discretion, withhold Content Provider’s entire Revenue Share or part thereof for the setting-off of any amount due and payable to Digi provided that Digi informs the Content Provider in writing of the set-off as soon as practicable. However, the Charges shall remain payable by Content Provider during the suspension period.
8.5In the event of any suspension or termination of the Service, Content and/ or Short Code and/or keyword, Digi shall not be responsible and liable to Content Provider in any manner whatsoever and Content Provider hereby agree that Digi shall not be held liable and the Content Provider shall hold Digi harmless and shall indemnify Digi for all costs suffered, loss, damage or liability incurred arising from any actions, proceedings, claims and demands sustained, incurred due to the said suspension and / or termination.
8ARestriction on Charges and Suspension
8A.1The Content Provider shall not charge any Customer for:-
(a)more than Ringgit Malaysia Ten (RM10) per day per Content or per service rendered by the Content Provider; and/or
(b)more than Ringgit Malaysia Fifty (RM50) per month per Content or per service rendered by the Content Provider.
(collectively,“Restriction on Charges” )
8A.2In the event the Content Provider breaches the Restriction on Charges, Digi has the right to suspend any Short Code assigned to the Content Provider and stop the provision of the access to the Content or service (“Suspension”) immediately for an indefinite period without any prior notice to the Content Provider. In this regard, Digi will proceed to refund the charges to all Customers impacted by the Content Provider’s breach of Restriction on Charges, regardless of whether such Customer has lodged any complaint against the Content and/or the Content Provider. In this regard, the Content Provider shall reimburse any refund conducted by Digi as well as other charges as specified under Main Terms and Conditions due to the Content Provider’s breach of the Restriction on Charges upon Digi’s request. Digi’s record on the refund shall be final.
8A.3In the event the number of complaints against the Content Provider and/or the Content has accumulated up to eighty (80), Digi shall proceed with the Suspension for a minimum period of fourteen (14) days or until such period which Digi deems necessary without any prior notice to the Content Provider.
8A.4During any of the suspension period, the Content Provider is required to provide full cooperation to Digi and submit any information as requested by Digi for the purpose of investigation as well as rectify any issue and/or breach within the timeline to be determined by Digi. Digi shall have the sole discretion as to whether the Suspension could be uplifted and whether the Services could be resumed.
9.Liability
9.1Any service is provided to Content Provider on an "as is" and "as available" basis and Content Provider agree that the Content Provider shall use the said service or rely on any content obtained through the service at Content Provider own its sole risk.
9.2Digi expressly disclaim all warranties of any kind, whether expressed or implied, including implied warranties of merchantability, satisfactory quality, and fitness for a particular purpose, to the fullest extent allowed by law. No advice or information whether oral or written, obtained by Content Provider from Digi or through the Service or Content will create any warranty.
9.3Digi expressly excludes all liability. This exclusion applies for Digi’s benefit and that of other service provider or telecommunication operator(s) whose networks are connected to each other or to the infrastructure and all Digi’s Affiliates in so far as this relates to performance or alleged non-performance of Digi’s obligations.
9.4Further Digi shall not in any manner whatsoever be liable for any loss of income or profits or indirect, speculative, consequential damages, including, but not limited to, any loss of use, loss of data, business interruptions, irrespective of whether it had an advance notice of the possibility of any such damages.
10.Right to Audit
10.1The Content Provider hereby acknowledge and agree that Digi shall have the right to audit the Content Provider, its process flow, advertisements and any other materials related to the Service and / or Content to ensure that the Content Provider is in compliance with the Main Terms and Conditions and Additional Website CP T & C. Content Provider hereby further agrees that for the purposes of audit, Digi have the right to appoint a third party to perform such audit on its behalf.
11.Promotional guidelines
11.1Any usage of Digi’s trademarks shall NOT be allowed unless with prior written specific consent or authorisation. Digi reserves its right to impose conditions as it deems fit upon approving the aforesaid usage.
11.2Content Provider shall refer and/or use the name of Digi in this form only: "Digi".
12.Assignment And Novation
12.1Either Party shall not assign or transfer the benefit of the Main Terms and Conditions without the other Party’s prior written consent save and except for Digi where the benefit of the Main Terms and Conditions is assigned / transferred to an Affiliate of Digi.
13.Variations
13.1Digi may at their sole and absolute discretion vary or add the terms, conditions and provisions of the Main Terms and Conditions without prior notice including where the variation(s) is necessitated by any directive or regulation from the Regulatory Authority. However variations which are in relation to the Charges and Revenue Share can only be effected upon thirty (30) calendar days prior written notice.
13.2The Content Provider is advised to constantly review the terms and conditions under the Main Terms and Conditions and all the relevant Additional CP T & C (including Service Specific Terms and Conditions) applicable which will be posted in Digi’s website from time to time.
13.3The continued use of the service or provision of the Content after any variation to the terms, conditions, and provisions takes effect will constitute acceptance of the variation(s) and the Main Terms and Conditions. Without prejudice to the other terms and conditions herein contained, in the event the Content Provider is not agreeable to such variation(s) aforesaid, Content Provider may terminate these Main Terms and Conditions in accordance with the terms.