Service and Subscribers Agreement
￼￼￼￼￼￼￼The terms and conditions of this Agreement are binding on all Subscribers and a Subscriber shall also be deemed to have contracted with all other Subscribers and are bound by the terms and conditions of this Agreement.
All prior representations whether made orally, in writing or electronically are hereby superseded. No waiver or amendment of any of the provisions hereof will be binding unless such waiver or amendment is made in writing and signed by a duly authorised representative of MCDS. Neither the course of conduct between the parties nor trade usage will act to modify or alter the provisions of this Agreement.
The terms and conditions in this Agreement may be varied or amended by MCDS from time to time. Subscriber are responsible to read from time to time.
If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, such provision is deemed deleted and this Agreement shall remain valid and enforceable apart from such provision.
In this Agreement, except where inconsistent with the subject or context:
(a) “MCDS” means MCDS Network & Services Sdn Bhd (1054196-M). a company incorporated in Malaysia and having its office address at No. 39-03-01, Lorong Batu Nilam 1A, Bandar Bukit Tinggi, 41200 Klang, Selangor, Malaysia.
(b) “Messages” means data structured in accordance with an agreed international standard in a computer readable format and transmitted by electronic, optical or wireless means through the Services provided by MCDS’ network or any services provided by any third party for the transmission, receipt and retrieval of Messages in connection with the Subscriber’s trading activities.
© “Messages” means both Messages and Other Messages.
(d) “Other Messages” means unstructured data electronically transmitted through the Services provided by MCDS’ network or any services provided by any third party for the transmission, receipt and retrieval of Messages in connection with the Subscriber’s trading activities and shall include but not be limited to data received and transmitted through the bulletin board service, database access service, flat file transfers, wireless applications and other internet related services.
(e) “Services” means any or all, as the context requires, of the network services provided through MCDS’ network for the transmission, receipt and retrieval of Messages or any services provided by any third party for the transmission, receipt and retrieval of messages in connection with the Subscriber’s trading activities and shall include additional services offered by MCDS to the Subscriber from time to time.
(f) “Subscriber” means any sender/recipient/Member utilising the Services for the transmission, sending, receipt or retrieval of Messages.
(g) “Trade Data Log” means the log or audit trail recording at any given time, the transaction or transmission pertaining to the Subscriber’s trading activities.
(h) “User ID/Messages Number” means a unique identification provided by MCDS to the Subscriber or Member which enables the Subscriber or Member to access the Services.
(i) “Member” means any organization who is a member and participates in a Community System.
(j) “Community System” means the network system established by MCDS for any particular trading community on or through which any or all of the Subscribers transmit Messages in connection with their trading activities.
(k) “Equipment” means the computer equipment, components and parts of components, licensed programmes, Account and hand held devices owned by the Subscriber for access, transmission, retrieval, storage and use of the Services.
In this Agreement:
(a) Persons shall include any body of persons, whether corporate or unincorporated, firm or partnership.
(b) Words importing the masculine gender shall include the feminine and neuter genders.
(c) Words importing the singular shall include the plural.
(d) Headings are for convenience of reference only.
The Subscriber agrees that as a Member or otherwise, the Subscriber agrees to comply with the Rules and Regulations for Electronic Data Interchange as described in Schedule 1.
The Subscriber shall pay all fees and charges to MCDS’ as set out in Schedule 2 products and services price list annexed hereto. For more info, please click the following “Service Agreement (SA)”
The Services provided by MCDS may be modified, enhanced, substituted, suspended or removed by MCDS by giving 30 days notice before due date to the Subscriber prior to such modifications, enhancements, substitutions, suspensions or removals be made.
Any Services may be suspended by MCDS at the request of the Subscriber for such a period of time as requested by the Subscriber and agreed by MCDS.
Should the Subscriber agree to resume the Services, the Subscriber shall be subject to a reactivation or renewal fee as prescribed by MCDS from time to time. The Subscriber is further not guaran- teed the same account number, ID, password & pricing.
The Services shall be made available on a 24 hours per day basis subject to non-availability for maintenance, power cuts, Equipment malfunction and force majeure. MCDS shall endeavour to give reasonable notice to the Subscriber of any interruption to the availability of the Services.
￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼Massage and standard
￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼￼All Messages shall be structured and transmitted in accordance with the protocols and standards as adopted by MCDS from time to time and notified to the Subscriber.
MCDS shall as far as reasonably practicable take all appropriate steps as to safeguards and ensure that, the part of the network under its control, is protected against unauthorized access at all times.
Subscriber shall be responsible :
(a) to ensure that Messages are secure and that there is no unauthorized access to or unauthorized use of the Equipment, i.e. the Equipment is solely for private use only.
b) to ensure the confidentiality of the Messages
A Subscriber who receives a Message protected by encryption shall use a similar level or standard of protection.
Storage of trade log
Subscriber shall maintain Trade Data Logo fall Messages for a period of at least seven (7) years from the date of receipt by its computer systems of such messages.
Subscribers who send Messages shall be liable for any loss arising from lack of completeness, sufficiency and/or accuracy of Messages or for unauthorized messages sent : EXCEPT where such lack of completeness, sufficiency or accuracy should in all the circumstances have been reasonably obvious to the recipient, in which event the recipient shall bear the burden of any loss arising thereof UNLESS the recipient immediately informs the sender of the lack of completeness, sufficiency and/or accuracy upon receipt or within a reasonable time, in which event the sender shall bear the burden of any loss arising thereof.
Any liability of MCDS for direct loss, cost, expense and damage suffered or incurred by the Subscriber for MCDS’ breach of or default in the performance of its obligations under this Agreement shall not exceed the sum of payments made to MCDS for a period of three (3) months immediately preceding the date of breach or default.
MCDS shall not be liable to any Subscriber for any special, incidental or consequential damages whether arising in contract, tort or other principles of law or equity including loss of profit, loss of opportunity, loss of goodwill, loss of savings, third party claims of any nature even if MCDS has been advised of the same by the Subscriber as a result of any delay, omission or error in the electronic transmission or receipt of any Messages or any fault of, or failure in providing the Services.
The Subscriber shall indemnify MCDS from any claims, suits, actions, liabilities, and costs of any kind resulting directly or indirectly from any acts or omissions by the Subscriber.
Failure by MCDS to demand performance of any terms herein shall not be deemed a waiver of any of MCDS’ rights under any provision of this Agreement and in particular, without limiting the generality of the foregoing, shall not be deemed a waiver of MCDS’ right to demand performance of any provision of this Agreement at any time and further shall not render MCDS liable to the Subscriber for the default of any other Subscriber.
Termination of services
MCDS reserves the right to cease immediately to provide the Services and to terminate any Subscriber’s subscription forthwith if that Subscriber shall go into liquidation or commit an act of bankruptcy or a receiver or receiver and manager or official assignee is appointed over the assets of the Subscriber or the Subscriber fails to pay any amounts due and payable to MCDS or any third party service provider for the transmission, receipt and retrieval of Messages or use of the Services within 14 days of the same becoming due and payable or fails to comply with the Rules and the terms of this Agreement.
Variation by subscribers to service
The parties agree that the provisions of any agreement between the Subscribers with regard to the use of the Services, which are inconsistent with the stipulations, terms, conditions, provisions, clauses, covenants, agreements hereunder shall only be effective as between the Subscribers to such agreement and shall not be binding on MCDS.
The rights and obligations of the Subscriber to the provision of the Services by MCDS shall not be transferred, assigned, rented, leased or licensed to any other person, body or entity without the prior written consent of MCDS.
Any notice which is required or permitted to be given by one party to the, other may be given by hand delivery, by registered mail directed to the other party’s address set forth in this Agreement or to such other address as may be substituted by notice to the other party, or by means of an electronic transmission (i.e. by facsimile or electronic-mail). Notices will be deemed effective on the same business day if delivered by hand or sent by electronic means and on the date of posting if sent by post.
This Agreement shall be governed by and construed in accordance with the laws of Malaysia and the parties hereto agree to submit to the jurisdiction of the courts of Malaysia.