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The Corporate Access Services (“Service”) is made available by Celcom to the Customer subject to these specific terms and conditions for the Service (“Specific Terms and Conditions for CAS” or “STC for CAS”) which shall always 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 for CAS shall be construed as limiting any other rights Celcom may have under the Agreement unless specifically stated otherwise. The Agreement shall come into effect on the date of execution of the SAF by the Customer (“Effective Date”) and shall continue to be in force until the expiry or termination of all Circuits (as defined herein) under this Agreement in accordance with the Terms and Conditions (“Term”).

1. Definitions
   In this STC for CAS, unless the context otherwise requires, the capitalized terms have the meanings assigned to them below and in the GTC.
   
   “Change Request” means written notice from the Customer to Celcom describing a proposed change (including but not limited to upgrades, additions, substitutions, alteration, modification or relocation) to the Circuits at any of the Customer’s Premise;
   
   “Circuits” means individually the physical telecommunication circuits, equipment and systems (including but not limited to all ancillary equipment and parts necessary for the operation and function of such circuits, equipment and systems) specified in the SAF necessary for the provision of the Service. “Circuit” means the singular of Circuits;
   
   “Commencement Date” means the date of commencement of respective Circuit which shall be the date the User Acceptance Test Document is signed by the Customer and Celcom or as otherwise defined in this STC for CAS;
   
   “NOC” means the Network Operations Center;
   
   “Premise” means the premise or location where the Circuits are installed and commissioned as specified in the SAF;
   
   “Ready for Service Date” means the date each circuit is ready for the purpose of the Service;
   
   “Service” means either one of the following circuit and infrastructure services: (a) Leased Lines; (b) Internet Leased Line; (c) IPVPN; (d) VSAT; and/or (e) other circuit and infrastructure services for the capacity and locations stated in the SAF;
   
   “Service Fees” means the fees specified in the SAF payable by the Customer to Celcom under the Agreement for the Service rendered; 
   
   “User Acceptance Test” means the end-to-end tests to be conducted by both Parties on the Circuit within two (2) weeks from the Ready for Service Date to ensure the Circuits are compatible for the purpose of the Service; and
   
   “User Acceptance Test Document” means the document to be signed off by both Parties upon completion of the User Acceptance Test.
    
2. Period of Agreement
   1. The Customer agrees to subscribe to the Service for a minimum subscription period as specified in the SAF (“Minimum Subscription Period”) commencing from the Commencement Date. 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 will be automatically renewed for subsequent periods of one (1) year each (“Extended Subscription Period”) until and unless otherwise terminated by either Party in accordance with the Terms and Conditions. Service Period refers to the Minimum Subscription Period and all Extended Subscription Period(s).
   2. The lease of each Circuit shall simultaneously commence from the Commencement Date and shall continue until termination of the related Circuit.
       
3. Provision of the Service
   1. Celcom will provide the Service to the Customer in accordance with the particulars set out in the SAF. The Customer may request for upgrades of or modification to the existing Circuit, or place orders for additional Circuit by issuing a Change Request and executing the necessary form(s) in the format as determined by Celcom. Upon receipt of the Change Request, Celcom shall make the necessary changes.
   2. In the event Celcom is unable to carry out any such Change Request, Celcom shall within seven (7) days of receipt of the Change Request inform the Customer of the same, in which case the Customer shall be entitled to appoint a third party to carry out such changes and Celcom shall in no way be liable to Customer for any fees and/or expenses arising therefrom.
   3. Celcom shall not make any changes to the Circuit or any part thereof unless authorized in writing by the Customer by way of a Change Request issued by the Customer.
   4. The Customer shall reimburse Celcom for all actual expenses and costs incurred in carrying out changes to the Circuits pursuant to any Change Request.
   5. Celcom reserves the right not to accept or proceed with the Customer’s application for the Service by issuing the Customer a notice if: (a) the Customer’s SAF is not duly completed and signed; (b) the Customer fails to provide us with the information requested by us; or (c) Celcom determines, in Celcom’s absolute discretion, that Celcom is unable to provide the Service for any reason which may include: (i) availability of resources, including but not limited to, network availability and Celcom’s area of coverage at the time at which the Service is requested or delivered; or (ii) geographic and technical capacity of the Celcom’s System and of Celcom’s delivery systems at the time at which the Service is requested or delivered.
   6. The Customer agrees that where the Service provided due to any Change Request exceeds the scope described in the SAF, or additional Service are provided by Celcom, the Customer shall be liable for additional charges or fees in accordance with Celcom’s then prevailing rates.
       
4. Acceptance
   1. Celcom will install and commission its equipment necessary to provide the Circuit connected to the Customer’s Equipment and that they are compatible and may properly function and inter-operate with the Service.
   2. The Customer must ensure that the Customer’s Equipment meets the technical requirements and configurations prescribed by Celcom, and that the Customer’s Equipment is ready for connection by the Request for Service Date. Celcom will commission the connection of the Customer’s Equipment to the Celcom’s System and make the connectivity available for the Customer’s user acceptance testing. The Customer must promptly test the Service, and signify the Customer’s acceptance of the Service.
   3. Celcom shall provide a test report to the Customer upon completion of the installation and commissioning of the Circuits at each Premise whereupon the Parties shall conduct the User Acceptance Test. The successful completion of the User Acceptance Test shall be certified and acknowledged by the issuance of the User Acceptance Test Document by Celcom which shall duly be signed off by both Parties. The Customer will be invoiced for the Service within three (3) days upon the execution of the User Acceptance Test Document. For the purpose of this Agreement, the first invoice date issued by Celcom shall be referred to as the Commencement Date.
   4. In the event the User Acceptance Test Document is not signed off by the Customer within two (2) weeks from the issuance of the User Acceptance Test Document by Celcom and there is no dispute raised by the Customer on the Service within such stipulated time, the Minimum Subscription Period shall be deemed to have commenced on the first invoice date is issued by Celcom and such date shall for the purpose of this Agreement be referred to as the Commencement Date in such cases.
       
5. Use of the Service and the Customer’s Obligations
   1. The Customer is responsible
      1. for ensuring the Customer’s Equipment meets the technical requirements as specified in Clause 4 above. We will not be liable for any Service or network failure or performance degradation resulting from the Customer’s non-compliance with such requirements;
      2. for ensuring all Equipment, hardware, software or network connected to or used with the Service is connected and used in accordance with: (i) all applicable instructions, safety and security procedures applicable to the use of such equipment, hardware, software or networks; and (ii) all instructions, notices, technical requirements and directions as may be determined by Celcom from time to time; and
      3. at the Customer’s own cost and expense, to identify and assist Celcom in making available Premises suitable for installation of the Circuits. All consents, permits, licenses and approvals from the relevant authorities and parties for the installation of such Circuits at such Premises shall where applicable be obtained by Customer.
   2. Customer undertakes that it shall:
      1. within twenty four (24) hours of discovery of any breakdown of the Circuits or any part thereof, inform Celcom of the same;
      2. not appoint any other person/or company to provide maintenance service for the Circuits during the Service Period;
      3. comply with the provisions of any law, regulation or rule as may be imposed by any legal, regulatory, governmental or statutory body, including but not limited to the CMA and the PDPA in using the Service;
      4. cease to use the Circuits for such period of time as may be directed by Celcom PROVIDED ALWAYS that Celcom shall give not less than seven (7) days’ prior written notice of the same to the Customer, and shall provide and make available to the Customer alternative equipment, systems and circuits and shall take all necessary steps to ensure that the operations of the Customer shall continue uninterrupted;
      5. promptly lodge a report to Celcom upon the discovery of any fraud, theft, unauthorized usage or any unlawful activities carried out on the Circuits; and
      6. ensure that Uninterrupted Power Supply (“UPS”) shall be provided to Customer’s Equipment at all the Premises; (i) UPS shall be provided to Celcom’s equipment installed/ placed at the Customer’s Premises; and (ii) Celcom’s equipment which are installed/placed at the Customer’s Premises shall be installed/placed in an air conditioned room for twenty- four (24) hours for seven (7) days a week.
          
6. Service Interruption
   1. Celcom will notify the Customer in advance if Celcom conducts any schedule or unscheduled maintenance work on the Celcom Network.
   2. In the event of any service interruption, the Customer must carry out an inspection on the Customer’s Equipment, at the Customer’s own cost and expense to ascertain the cause of any service interruption. Celcom shall only take diagnostic and remedial action after receipt of the Customer’s notice of the service interruption.
   3. If Celcom finds that the service interruption is caused by any equipment owned or under the control of Celcom, Celcom shall take all reasonable steps to remedy or repair the same.
   4. If Celcom finds that the service interruption is not due to any fault on the Celcom’s System, Celcom may, but shall not be obliged, upon the Customer’s request and at the Customer’s cost and expense, conduct such further investigation on the Customer’s Equipment for the purpose of identifying the cause of the service interruption.
   5. Celcom provides no guarantee on the performance of the Service to a particular service level unless such guarantee is mutually agreed in writing by both Celcom and the Customer.
       
7. Deposit
   1. Celcom may, at its discretion, require the Customer to give Celcom a deposit as security for the performance of the Customer’s obligations to Celcom. The Customer cannot require Celcom to apply the deposit to payment of any charges or fees. Celcom may, at its discretion, use the deposit at any time as we deem appropriate to offset any outstanding charges or fees amounts due under any of the Customer’s accounts with Celcom. Any remaining balance will be refunded to the Customer without interest after this Agreement is terminated and the Customer have paid all outstanding amounts due accruing or payable to Celcom. A deposit does not relieve the Customer from the Customer’s obligations to pay any charges or fees, nor does it constitute a waiver of Celcom’s rights to suspend, disconnect or terminate the Service due to non-payment.
       
8. Charges and Billing
   1. The Customer is liable to pay all Service Fees and Applicable Taxes imposed by applicable law for the Service as stated in the SAF, whether or not the Customer uses or Celcom successfully commissioned the Service. Notwithstanding the foregoing, the Customer will be not be charged for unsuccessful commissioning if such failure is attributable to Celcom. If the failure of commissioning is attributable the Customer, the Customer shall bear the installation charges and other related charges.
   2. Customer agrees and acknowledges that the fees payable by the Customer to Celcom annually (“Annual Service Fee”) shall be fixed and firmed throughout Service Period unless otherwise agreed in writing by Parties.
   3. The Customer will be invoiced for the Service from the Commencement Date in the billing frequency as per stated in the SAF. The recurring and non-recurring fees for the Service during the Service Period are as set out in the SAF.
   4. The Service Fees for each Circuit shall be calculated for such Circuit only and Customer agrees that the Service Fees shall be imposed from the Commencement Date of said Circuit.
   5. The Service Fees shall be paid by the Customer to Celcom within thirty (30) days from the date of Invoice from Celcom or by the date specified in the Invoice.
       
9. General Exclusions
   1. Celcom shall not be liable to pay any other compensation where such failure to provide the Service accordingly arises from the following: (a) faults caused by the Customer’s Mobile Device, applications, interconnected equipment, networks, systems or gateways and/or the Customer’s acts or omissions or that of the Customer’s employees, sub-contractors, servants and agents; and (b) any scheduled outage for the performance of maintenance Service by Celcom on Celcom’s System or any non-schedule or emergency outage.
       
10. Obligations and Responsibilities in Relation to Equipment and Premises
    1. If the Customer uses or rents any equipment, such as a router or any hardware from Celcom, Celcom shall at all times retain ownership over the equipment rented to the Customer. The Customer must take all reasonable care of the equipment and return the equipment to Celcom at the expiry of this Service in the same condition as it was provided to the Customer, fair wear and tear excepted, failing which the Customer must compensate Celcom for the cost of replacement. The rented equipment must only be used in conjunction with the Service. The Customer acquire no rights, lien or claim to any passwords, user identification names and/or any codes assigned to the Customer by Celcom and Celcom reserves the right to change or re-assign the same to the Customer at Celcom’s sole discretion without being liable to the Customer in any manner whether for damages or otherwise. The Customer shall retain all title and risk to the Customer’s Equipment used in connection with the Service.
11. Access to Premises
    1. The Customer must grant Celcom and its personnel, contractors or agents safe and timely access to the relevant locations to which Service are provided, as specified in the SAF (including non-working days and after normal working hours), and co-operate with Celcom to enable Celcom to provide the Service including to carry out repair and restoration work. The Customer will indemnify Celcom for any physical injury or property damage arising from Celcom personnel’s access to the Customer’s Premises. Celcom will not be responsible for any delay in rendering any Service where such delay is caused by the Customer.
        
12. Vacation of Premises
    1. If the Customer terminates any Circuit at any of the Premises pursuant to the Terms and Conditions, or intends to vacate any of the Premises where any part of the Circuits are installed, the Customer shall give at least thirty (30) working days’ prior written notice to Celcom to remove or relocate such Circuits provided that in the event of relocation, the monthly Service Fees for the new location shall continue to apply and be payable by the Customer to Celcom, and the cost and expenses for such removal or relocation shall be borne by the Customer.
    2. Subject to Clause 18, in the event Customer’s request for Service suspension has been approved by Celcom due to relocation purposes, the suspension duration shall be included or added into the Minimum Subscription Period.
        
13. Insurance
    1. The Customer shall be responsible to obtain adequate insurance cover for any Celcom’s Equipment on the Customer’s Premises. If requested by Celcom, the Customer shall furnish Celcom with copies of such insurance policy or policies and such documents evidencing payment of the premium on such insurance policy or policies.
        
14. Content
    1. In addition to other provisions of the Terms and Conditions, the Customer is responsible for the use of the Service and any liability arising from the content which the Customer disseminates through the Service. The Customer will indemnify Celcom for any loss and claims arising from such use and liability on the content.
        
15. Security
    1. In the event the Customer requests from Celcom to hire a security personnel at the Premises, any cost relating to the security personnel shall be borne by the Customer. Except where the Circuit is installed at Celcom’s Premise, in the event Celcom discovers that any of the Premises at which the Circuits are installed is or has become unsafe, Celcom shall notify the Customer in writing of the same and the Customer shall immediately upon receipt of such notice take steps to remedy the situation, failing which Celcom shall be entitled to suspend the Service at such Premises.
    2. The Customer shall not: (a) cause any damage to the Circuits; (b) without prior written consent from Celcom cause or permit the removal or relocation of the Circuits or any part thereof; (c) without prior written consent from Celcom connect any other telecommunication lines or equipment to the Circuits; or (d) tamper with the Circuits.
    3. The Customer shall at its own cost replace on demand and fully indemnify Celcom for all expenses incurred by Celcom as a result of breach of Clause 15.2 above.
        
16. Limitation of Liability
    1. Parties agree that each Party’s entire liability in contract, tort or otherwise to each other under this Agreement shall not at any time exceed the limit of liability sum specified in the SAF (“Limit of Liability”). The Limit of Liability shall not apply to the extent that the liability may not be limited or excluded under applicable laws. Nothing in the Agreement will limit or exclude the Customer’s liability in relation to: (a) damage to Celcom’s property, if any, by the Customer and all costs incurred thereto; (b) Customer’s fraud, fraudulent misrepresentation, gross negligence, violation of applicable laws, or willful default; (c) Customer’s breach of its obligations pertaining to Celcom’s cyber security requirements, personal data protection or confidentiality; (d) Customer’s indemnity obligations; and (e) Customer’s payment obligations.
        
17. Termination
    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 in accordance with the Terms and Conditions. However, termination by the Customer prior to the expiry of any Minimum Subscription Period will always be subject to a Termination Fee as specified in the SAF.
    2. Upon expiry or termination of this Agreement for any reason, Celcom will be entitled to retain any of the Customer’s Equipment which are on Celcom’s Premises until Celcom receives all sums due and payable to Celcom in respect of the terminated Service.
        
18. Suspension
    1. Without limiting other rights Celcom may have under the Terms and Conditions, Celcom shall be entitled to suspend and/or terminate the Service, without liability at any time, by giving the Customer fourteen (14) days’ notice if: (a) it is in Celcom’s reasonable opinion, the suspension is necessary to protect the Premises and/or Service and/or its network equipment and/or facilities and/or those of its other customers; or (b) it is necessary to address emergency repairs on the Circuit(s).
    2. The Customer may request to Celcom for a temporary Service’s suspension and it shall be reviewed and approved by Celcom on case per case basis for a maximum of two (2) months of service suspension per request only. For clarity purposes, the maximum requests allowed for service suspension are two (2) requests per year.
    3. Celcom reserves the right not to accept or proceed with the Customer’s application for the Service’s suspension.
    4. Any suspension duration shall not be included in Minimum Connection Availability. However, the suspension duration shall be included or added into the Minimum Subscription Period.
    5. The Customer shall: (a) continue to be liable for the Service Fees during the suspension period; and (b) pay a Reconnection Fee in the amount specified in the SAF for each Circuit for reconnection due to any suspension in accordance with the Terms and Conditions.
        
19. Minimum Connection Availability Guarantee
    1. Celcom shall ensure that the Service at each and every Premise shall be available for at least 99.5% of all times (24 hours a day and 7 days a week) for the Service Period commencing from the Commencement Date (“Minimum Connection Availability”) and any rebates for failing to meet the Minimum Connection Availability shall be as specified below.
    2. In the event Celcom fails to provide the service availability at any of the Premises, Celcom shall pay to the Customer service rebate calculated as follows or limited to maximum 10% of total Annual Service Fee payable by the Customer to Celcom, whichever is lower : -
       
       For individual Circuit
       
       [(SLA - X) * Y]
               SLA
       
       where:-
       
       X= (nA - B) * 100%
                     nA
       where n = number of circuit
       A = Total minutes in a year
       B = Total downtime of individual circuit
       Y = Total Annual Service Fees for individual Circuit.
       SLA = Service Level Availability (Fiber = 99.7%, Microwave = 99.5% and FWA = 99.0%)
        
    3. The Minimum Connection Availability shall exclude the following events:
       1. delays or fault resulting from the Customer’s failure to comply with its obligations under the Agreement;
       2. faulty infrastructure, Equipment or internal wiring of the Customer;
       3. for the period that the Customer’s Premise is inaccessible;
       4. for the period of failure or delay in obtaining site access, right of way or permit to work in areas where the Customer is responsible to obtain such approval;
       5. for the period of failure or delay in obtaining site access, wayleave, right of way or permit to work in areas where Celcom is responsible to obtain such approval or where Celcom is instructed to temporarily stop restoration works;
       6. Occurrence of Force Majeure events;
       7. planned maintenance work for the purpose of upgrading or maintaining the network system provided Customers are informed in advance of such maintenance work;
       8. the Customer at its own accord requests for deferment of the Service delivery, commissioning and/or restoration; and
       9. inability of Celcom to contact the Customer for the appointment or when confirming with the Customer on the service recovery time by the agreed method and process.
    4. The service rebate referred in Clause 19.2 above shall be calculated at every end of the respective calendar year and set-off or deducted against the Service Fees payable by the Customer which will be reflected in the Invoice in accordance with the payment term specified in the Terms and Conditions.
    5. If the Customer disputes any item in any service rebate in whole or in part, the Customer shall inform Celcom within thirty (30) days from the date of such Invoice. The Parties shall use their best endeavour to resolve the dispute within seven (7) days from the date of notification of dispute and once resolved, Celcom shall accordingly Invoice the Customer on the agreed amount. In the event no dispute is raised within 30 days from the Invoice date, Celcom shall deem that the Customer agrees to such Invoice. Celcom reserves the right not to accept or proceed with any dispute received after 30 days from the date of such Invoice.
        
20. Anti-bribery and Anti-corruption
    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 locator (“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.
        
21. Maintenance Support and Problem Reporting
    1. Celcom shall make available and provide a Network Operations Centre (“NOC”) as the point of contact (at Toll Free No.1-800-11-9090 or 03-7200 5500) for the Customer to report any problem or complaint in respect of the Circuits and the Service.
    2. NOC team is the primary contact for all service assurance needs. Network Management Centre (NMC) escalation table is as below:
       
        
22. Stamp Duty
    1. The Parties shall bear their respective costs and expenses in connection with and incidental to the preparation, execution, delivery and completion of this Agreement, including but not limited to all legal fees and out-of-pocket expenses incurred. All stamp duties payable on this Agreement shall be borne by the Customer.