In these Main Terms and Conditions, the following words and expressions shall have the meaning ascribed to them below unless otherwise stated herein: -

1. References to Recitals, Clauses, and Schedules are to be construed as references to Recitals, Clauses, and Schedules of these Main Terms and Conditions, unless otherwise provided herein.
2. All references to provisions of statutes and legislation include such provisions as amended, modified or re-enacted.
3. The word “law” or “laws” mean any present or future law and legislation and any constitution, decree, judgment, legislation, order, ordinance, statute, treaty, directive, by-law, rule or regulation, the compliance with which is in accordance with the general practice of persons to whom such rule or regulation is addressed.
4. Words applicable to natural persons shall include any body of persons, company, corporation, firm or partnership incorporated or unincorporated and vice versa.
5. Words importing a gender shall include any other gender.
6. Words importing the singular number shall include the plural number and vice versa including the definitions referred to in Clause 1.1.
7. The headings and sub-headings to the Clauses are for convenience of reference only and shall neither affect the interpretation and construction thereof nor shall limit or extend the language of the provisions to which they refer.
8. Where any word or expression is defined in these Main Terms and Conditions, the definition shall extend to all grammatical variations and cognate expressions of the word or expression so defined.
9. For the purpose of calculating any period of time stipulated herein, or when an act is required to be done within a specified period after or from a specified date, the period is inclusive of and time begins to run from the date so specified.
10. no rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of these Main Terms and Conditions or any part of it;
11. Wherever there shall appear any reference to a time within which an act should be done or agreement reached or consent given, such reference shall be deemed to be read as including the expression “or any other period agreed in writing between the Parties from time to time”.
12. Any technical term not specifically defined in these Main Terms and Conditions shall be construed in accordance with the general practice of those in that profession to which the term is used.
13. Any reference to a “business day” is a reference to a day other than Saturday, Sunday, Agreed Holidays and any other day which is declared as a public holiday in the state of Selangor and any reference to a “day”, “week”, “month” or “year” is a reference to that day, week, month or year in accordance with the Gregorian calendar.
14. Any reference to “approval” or “consent” shall mean approval or consent in writing.
15. Monetary references are references to Malaysian currency.

1. giving the provisions contained in the clauses of the Main Terms and Conditions priority and precedence over the provisions contained in the Recitals and Schedules of and to the Main Terms and Conditions; and
2. giving the provisions contained in the Schedules of the Main Terms and Conditions priority and precedence over the provisions contained in the Recitals to this Main Terms and Conditions.

• it has the power and authority to enter into and perform the Main Terms and Conditions and to grant the rights granted herein.
• the execution and performance of the Main Terms and Conditions does not and will not violate or conflict with any undertaking, contract or arrangement with the respective Parties may have with any third party or any law, regulation, ruling or requirements of any government authorities.

• A full description of the products and services offered;
• The commercial terms of the product and services offered;
• The Commencement Date and the expiry date of the product and services respectively;
• The service level provisions; and
• Such other necessary and relevant details.

• undertakes that it shall be fully responsible to comply with the licensing requirements including but not limited to the licensing requirements in respect of the Content as stipulated by any regulatory authorities, copyright in the content, product and service provided hereunder (which have to be obtained or may be required in respect of the Content);
• shall be responsible for the accounting of and payment of the royalties and fees payable to the copyright owners or their agents in relation to the use and/or reproduction of the compositions and literary works subsisting in the Content;
• shall provide to Digi all necessary and approved marketing assets for marketing purposes;
• conduct its business affairs relating to the Content and its obligations under the Main Terms and Conditions in a professional, efficient manner and with all due diligence including without limitation, adhering and/or complying with the Service Levels; and
• undertakes to abide by any and/or all directive, procedures and/or policies which relates to the provision of the content, product and/or services as may be reasonably set and communicated by DiGi from time to time.

• the Parties agree to the Revenue Sharing as stated in the Service Creation Table found at http://www.digi.com.my/aboutus/collaboration/api/premium_sms.do and / or on terms as agreed by Parties in writing ; and
• all other revenue generated including from airtime, SMS Mobile Originating ("MO") and/or General Packet Radio Service ("GPRS") traffic and/or 3G traffic (if any) in relation to the Customers' use of the content, product and service provided herein via the Infrastructure shall not be shared and shall solely be Digi's revenue.

• The revenue share shall be tabulated periodically based on agreed duration.
• Any payment shall be made within thirty (30) days, after the end of each calendar month.
• Payment amount shall be exclusive of any banking or forex related fees.
• Digi shall be entitled to withhold any withholding tax or related taxes from such payment if required by the applicable law at the prevailing rates. Digi will have no obligation to pay any additional amount to the Content Provider in relation to the withheld amount.
• Digi may, at its sole and absolute discretion set-off any monies owing by the Content Provider including over-paid revenue share against any payment payable to the Content Provider provided that Digi informs the Content Provider of the set-off as soon as practicable.
• Payment made by Digi shall be final and conclusive and Digi shall not be responsible for any claim by any third party on the Content provided by the Content Provider to Digi.

• enable the Content Provider to lawfully enter into, exercise its rights under and perform the obligations expressed to be assumed by it in these Main Terms and Conditions;
• ensure that the obligations expressed to be assumed by the Content Provider in these Main Terms and Conditions are legal, valid, binding and enforceable; and
• render these Main Terms and Conditions admissible in evidence in Court.

• contains any elements that is contrary to law including but not limited to elements which promotes or encourages defamation, theft, fraud, drug-trafficking, money-laundering or terrorism; or
• incites violence, sadism, cruelty or racial or religious hatred; or
• contains blatant bigotry; or
• promotes, encourages and/or facilitates prostitution, paedophilia and any unnatural acts of a carnal nature; or
• contains nudity or is pornographic or excessively obscene, indecent, abusive, offensive or menacing; or
• contains any element which may be and/or deemed offensive to the public at large and/or Digi.

• that the Content is free from viruses, worms, trojan horses, cancelbots or other harmful, destructive and/or deleterious files or programs.
• that the Content shall not cause instability to Digi's Infrastructure. The Content Provider undertakes to immediately notify DiGi of any possible instances that could cause instability to Digi's Infrastructure.
• to protect its own equipment including the equipment of any of its appointed third party sub-contractor against unauthorised access physically and electronically.
• that the Content shall not contain advertisements or solicitations to make purchases, including but not limited to spamming, without obtaining the prior written consent from Digi.
• not to do or allow to be done anything that may jeopardize, harm, destroy and/or damage the reputation or image of Digi.

• shall fully indemnify and hold Digi harmless for any costs, expenses, loss or damage howsoever arising out of the failure to comply with this warranty.
• agrees that it shall be the Content Provider's responsibility to advise Digi in writing should there be any relevant change in the information supplied to Digi.

• enable Digi to lawfully enter into, exercise its rights under and perform the obligations expressed to be assumed by it in these Main Terms and Conditions;
• ensure that the obligations expressed to be assumed by Digi in these Main Terms and Conditions are legal, valid, binding and enforceable; and
• render these Main Terms and Conditions admissible in evidence in Court.

• modify its Content in order to avoid further or continuing infringement of the said intellectual property rights; or
• procure for Digi the right to continue the use of the infringing elements of the Content; or
• if the solutions in either of the preceding paragraphs cannot be achieved, remove the infringing elements of the Content, and/or extend for Digi the right to continue the use of the infringing elements of the Content for no less than thirty (30) days as reasonable time needed to remove Content from its content library.

• is already known to the receiving party or is in its possession before the disclosure herein free of any obligation to keep such information confidential; or
• is or becomes publicly known through no wrongful act or default of the receiving party; or
• is received from a third party without similar obligations of confidence and without breach of these Main Terms and Conditions; or
• is already possessed or independently developed by the receiving party; or
• is disclosed to a third party by the disclosing party without similar restrictions on the third party's right of disclosure; or
• is approved for release by the prior written authorisation of the disclosing party; or
• is required by any laws or regulations to be disclosed.

• to the Content Provider by Digi and/or collected/processed by the Content Provider on behalf of Digi, the Content Provider agrees not to conduct itself, and to procure that its employees and/or agents, shall not conduct themselves, in such a manner as to cause Digi to be in breach of its obligations (as a "data user") as stated in the PDPA.
• to Digi by the Content Provider and/or collected/processed by Digi for and on behalf of the Content Provider, the Content Provider;
  • warrants that it is in possession of all necessary consents and shall continue to maintain such consents as may be required for the processing and transfer of data in relation to the provision of the product and/or services herein; and
  • agrees that it shall be the responsibility of the Content Provider to advise Digi in writing should there be any relevant change in the information including the Personal Data supplied to Digi which requires action on the part of Digi.

• any breach by the Content Provider of any of the provisions of these Main Terms and Conditions or of any law, code or regulation relating thereto to the use of the Content; or
• any wilful, unlawful or negligent act or omission of the Content Provider.

• the other Party ceases to do or reduces substantially the size and/or scope of its business; or
• the other Party fails to comply with any of its obligations under these Main Terms and Conditions and the failure, if capable of remedy, remains unremedied for a period longer than fourteen  ( 14) days after being called to its attention by written notice from the first Party; or
• the other Party convenes a meeting of its creditors or suffers a meeting to be convened or other action to be taken with a view to its liquidation or dissolution except, with the prior written approval of the first party, for the purposes of and followed by amalgamation or reconstruction; or
• the other Party if, for any reason whatsoever, is struck off the Register of Companies; or
• proceedings are commenced, including but not limited to winding-up proceedings whether voluntary or involuntary, for the appointment of a receiver or receiver and manager or judicial manager over the other Party or over any of its assets; or
• any distress or execution is levied against the other Party or upon the goods or assets thereof and such distress or execution is not discharged within twenty-one (21) days thereafter or the other party makes or seeks to make any composition or arrangements with its creditors.

• such termination is necessitated by any directive or regulation from any governmental or statutory authority having jurisdiction over the matters herein; or
• such aforementioned directive or regulation expressly prohibits either party from performing its obligations under the Main Terms and Conditions.

• in the case of a letter, on the fifth (5th) Business Day after posting;
• in the case of hand delivery, at the time the notice or communication was delivered; and
• in the case of email, on the Business Day of the transmission provided there is no notification of a transmission error of failure to deliver on the day of delivery.