SPECIFIC TERMS AND CONDITIONS FOR CELCOM’S FLEET MANAGEMENT SOLUTION
Celcom’s Fleet Management Solution (FMS) (“FMS Service”) is made available by Celcom to the Customer subject to these specific terms and conditions for the FMS Service (“STC for Service”) which shall be read together with the General Terms and Conditions for Celcom Enterprise Services (“GTC”) published on Celcom’s Website as of the Effective Date (as defined herein). Nothing in this STC shall be construed as limiting any other rights Celcom may have under the Agreement unless specifically stated otherwise. This Agreement shall come into effect on the date of execution of the SAF by Parties (“Effective Date”) and shall continue to be in force until terminated or expires under the Terms and Conditions (“Term”). The Customer may refer to the frequently asked questions (“FAQ’s“) at https://www.celcom.com.my/support/faq.
In this Celcom’s FMS STC, unless the context otherwise requires, the capitalized terms have the meanings assigned to them below and in the GTC.
“Commencement Date” means the date of Activation of the Service as notified by Celcom to the Customer;
“FMS Device” refers to the onboard diagnostic device provided by the Service Provider which includes a monitoring platform, related hardware and software, related products, add-ons including but not limited to SOS button, fuel level sensor, or support utilized with the Service via Celcom’s SIM Card for the fleet tracking management offered under Celcom’s Fleet Management Solution which shall be subject to additional cost
“Service” means support and services undertaken by Service Provider on the FMS Device subscribed by the Customer;
“Service Provider” means the FMS Device Provider which provides the FMS Device and the Service; and
“User” refers to any person nominated and authorized by the Customer to use the Service.
2. Period of Agreement
2.1 The Customer agrees to subscribe to the Service for each FMS Device for a minimum subscription period as specified in the SAF (“Minimum Subscription Period”). Upon expiry of the Minimum Subscription Period and provided that the Customer is not in breach of any terms of the Terms and Conditions, subscription to the Service for each FMS Device may be renewed for subsequent periods of one (1) year each (“Extended Subscription Period”) subject to the Terms and Conditions or any additional terms which may be imposed by Celcom.
3. Provision of Service
3.1 The Service is provided by Service Provider and the FMS Device shall remain the property of the Service Provider at all times and shall be collected by the Service Provider at the expiry of the subscription period or termination thereof. The Service Provider’s details will be provided by Celcom to the Customer upon the register of interest.
3.2 The Service is made available to both Celcom subscribers and non-subscribers in the small-and-medium-sized enterprises (“SME”) industry.
3.3 The Customer may subscribe to more than one (1) FMS Device at any one time.
3.4 The Customer may refer to Celcom’s account manager duly authorised by Celcom, channel managers, or dealers for more information regarding the Service and to subscribe to the Service.
3.5 Upon the Customer’s application, Celcom will submit the Customer’s application to Service Provider for registration purposes. The Customer will be contacted by Celcom on approval status (“Notification”). Celcom reserves the right to use any method or medium it deems fit at its sole and absolute discretion for Notification.
3.6 Celcom reserves the right to not accept the Customer’s application for the Service by issuing the Customer a notice for the failure to provide Celcom with the information requested by Celcom.
3.7 The Customer will be notified on arrangement of the installation of the FMS Devices by the Service Provider.
3.8 Celcom does not store any sensitive nor Personal Data concerning the Service except for the Customer’s registration details.
3.9 The provision, receipt, and use of the Service are non-exclusive and Parties may enter into similar arrangements with third parties.
3.10 Service provided to the Customer is neither transferrable nor exchangeable for cash.
3.11 The Customer acknowledges that the Service may be subject to additional terms and conditions as determined solely by the Service Provider.
3.12 Service shall commence on the date which the SIM Card is activated and the Service is ready for use.
4. Fees, Charges, and Payment
4.1 There is no upfront payment or activation fee required upon registration.
4.2 The Customer shall pay the monthly subscription fee and any additional fee(s) for additional features or any charges as imposed by the Service Provider on the subscription, if any, (“Subscription Fees”) and Applicable Taxes imposed by applicable laws for the Service whether or not the Customer uses the Service.
4.3 The total amount of Subscription Fees payable by the Customer depends on the type of subscription as specified in the SAF.
4.4 The first Subscription Fees will be pro-rated if the length of use from the Commencement Date is less than a full month bill cycle. The first month’s bill will consist of the pro-rated value and one (1) month advanced Monthly Subscription Fee.
4.5 In the event of termination of the Agreement, the Customer’s deposit (if any is collected) shall not be refunded by Celcom but shall be applied to set off any outstanding amount due from the Customer.
4.6 The Customer will be provided with itemized billing for the Service. The Subscription Fees shall be paid by the Customer to Celcom within thirty (30) days from the date of Invoice from Celcom.
5. FMS Device and Warranty
5.1 The FMS Device is provided by the Service Provider to the Customer. The Customer’s use of the FMS Device is governed by the terms and conditions set by this FMS STC, the GTC, and where applicable, other terms as may be imposed by the Service Provider. The Customer is required to check with Service Provider for all applicable terms and conditions imposed before subscription.
5.2 Service warranty and any related matter on the Service shall be between the Customer and the Service Provider. Celcom owes no warranty obligations towards the Customer and shall not be liable for any claims in relation thereto.
5.3 Celcom does not warrant that the Customer’s use of the Service will be error-free, uninterrupted, available at all times or that is safe against any possible security threat.
5.4 Celcom disclaims any liability to the FMS Device including for any faulty or damaged FMS Device received by the Customer. Any complaints and queries concerning the FMS Device including its delivery must be directed to the Service Provider.
6. Restrictions on Use of Service
6.1 The Customer may not lease, sub-license, transfer, loan or assign the license and rights to use the Service to any third party without Celcom and the Service Provider’s written consent. Celcom holds no responsibility and liability for use of the Service by any unauthorized user in the event the Customer allows any third party to use the Service.
6.2 The Customer will not have any right, title, or interest in the Service apart from the right to use the Service under the Terms and Conditions.
6.3 The Customer shall not:
(a) carry out or permit to be carried out any additions, modifications, improvements, adjustments, or replacement to the Service without the prior written consent of the Service Provider;
(b) use the FMS Device in a way that allows the Customer to circumvent or disable features or technology used in the FMS Device unless Service Provider specifically allows the Customer to;
(c) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for any part of the FMS Device;
(d) engage in any activity, outside of what is permitted by the FMS Device, that otherwise interferes with the use and enjoyment of the FMS Device by others;
(e) violate Celcom’s or any other persons’ or entities’ rights (including Intellectual Property Rights and other proprietary rights);
(f) temper with, misuse, reverse engineer, or damage the FMS Device forming Part of the Service; and
(g) use or attempt to use the Service or FMS Device in any way or for any purpose other than what is originally intended.
7. Customer’s Responsibilities and Obligations
7.1 In addition to other responsibilities and obligations specified in the Terms and Conditions, the Customer agrees, undertakes, and acknowledges that:
(a) the use of the Service and the FMS Device is further subject to the terms and conditions and any other applicable terms and conditions set by the Service Provider governing the use of the Service;
(b) the Customer shall be solely responsible for the Personal Data and Sensitive Data (as defined in the PDPA) if any is applicable, of the Customer and any third party disclosed, shared, or stored using the Service;
(c) the custody and control of the Service and FMS Device shall at all times be with the Customer;
(d) the Customer shall be responsible to obtain and maintain all licenses, permits, consents, authorisations, and rights required for the use of the Service at Customer’s own expense;
(e) the Customer is responsible for the use of the Service and any liability arising from the content (if applicable) which the Customer disseminates through the Service if any. The Customer will indemnify Celcom for any loss and claims arising from such use and liability on the content; and
(f) the Customer shall promptly lodge a report with Celcom upon discovery of any fraud, theft, unauthorized use or unlawful activities carried out using the Service and/or the FMS Device.
8. Celcom’s Rights
8.1 Without limiting the other rights Celcom may have under the Agreement, Celcom hereby reserves the right to provide any information concerning the Service and use of the FMS Device by the Customer to the law enforcement agencies as and when required and/or requested by any lawful, regulatory, governmental or statutory authority.
9. Limitation of Liability
9.1 Pursuant to the nature of the Service which is provided by a third party, and not in derogation of the Terms and Conditions, Celcom excludes any liability and responsibility related to the Service and this Agreement in contract, tort (including negligence or breach of statutory duty) and/or otherwise.
9.2 For clarity, Celcom shall not be liable and shall not be responsible for any loss, damage, liability, or expenses arising from claims of any nature including but not limited to cyber security threats, invasion of privacy, infringement of Intellectual Property Rights and breach of any laws or regulations arising from the use of, and reliance on the Service by either the Customer or the Users.
9.3 Celcom does not control or endorse the content, messages, or information found in the Service and Celcom hereby disclaims any liability arising therefrom.
9.4 Nothing in the Agreement will limit or exclude the Customer’s liability to (a) Customer’s fraud, fraudulent misrepresentation, gross negligence, violation of applicable laws, or wilful default; (b) Customer’s indemnity obligations; and (c) Customer’s payment obligations under this Terms and Conditions on the use of the FMS Device and Service.
9.5 Risk passes to the Customer immediately upon activation of the Service.
10. Disclaimer of Liability against the Customer
10.1 Celcom will not be responsible or liable for any claims by the Customers or any third party arising from the act, omission, or negligence by the Customer or by the Service Provider to the FMS Device and Service.
10.2 Celcom shall not be liable to pay any compensation in the event of any failure to provide the Service arising from any cause, including but not limited to, the followings: (a) failure caused by the FMS Device applications, platform, interconnected equipment, networks, systems, internet connection or gateways; and/or (b) the Customer’s or the Service Provider’s acts, negligence, or omissions or that of the Customer’s or that of the Service Provider’s employees, sub-contractors, servants and agents.
11.1 Without limiting other rights Celcom may have under this Agreement, Celcom may suspend immediately, in whole or in part, with or without notice, the Service if:
(a) the Customer does not comply with any instructions or directives issued by Celcom from time to time in compliance with the relevant laws; or
(b) the Customer or any of its agents, officers, directors, or employees has committed any act or omission which may adversely affect Celcom.
12.1 Either Party shall be entitled to terminate this Agreement by giving at least thirty (30) days prior written notice to the other Party without assigning any reason whatsoever. Celcom shall not be liable for any compensation and damages towards the Customer in the event Celcom exercises its right to terminate for convenience under the Terms and Conditions.
12.2 Termination of Service for each FMS Device before the expiry of its respective Minimum Subscription Period shall be subject to the Termination Fee as specified in the SAF.
12.3 The Agreement will be deemed terminated in the event all existing Service for all FMS Devices are terminated either by Celcom or the Customer for any reason whatsoever.
12.4 Upon termination of this Agreement: (a) the Customer’s access to the Service shall immediately cease; (b) the Customer shall be responsible for immediately settling all outstanding amounts due to Celcom with the Agreement incurred up to the date of such termination; (c) there will be no refund of any Subscription Fees duly paid by the Customer; (d) the Customer shall cooperate with Service Provider for the return of FMS Devices to the Service Provider.
13. Maintenance Support and Problem Reporting
13.1 For any complaints or queries, Customer may contact our dedicated customer service email at email@example.com.
14.1 Celcom reserves the right to vary or amend the terms of this STC with notice to the Customer.
15. ANTI-BRIBERY AND ANTI-CORRUPTION
15.1 The Customer shall comply with Celcom’s Anti-Bribery and Anti-Corruption (“ABAC”) Policy and ABAC Terms and Conditions (“ABAC T&C”) as published on Celcom’s website at https://www.celcom.com.my/about-celcom/governance or other uniform resource locators (“URL”) as communicated by Celcom from time to time. Reference to ‘Counterparty’ in the ABAC T&C shall refer to the Customer In the event of any inconsistency between the provisions of the ABAC T&C and the provisions of this Agreement, the former shall prevail to the extent of such inconsistency.