(a)     "TM" means TELEKOM MALAYSIA BERHAD (Company No. 128740-P), a company incorporated under the laws of Malaysia and having its registered address at Level 51, North Wing, Menara TM, Jalan Pantai Baharu, 50672 Kuala Lumpur, Malaysia and shall include its subsidiary companies;

   (b)     “You” and “Your” means the supplier set out on the online registration form in connection with the self-registration and application as Supplier to TM Group, and upon approval acquiring the Services and in relation to Your rights to use the Services or any other authorised person acting within his or her authority.

           1.2  Interpretation

                  (a)   The Clauses and any document therein referred to shall be taken, read and 
                         construed as an essential and integral part of these T&C, PROVIDED HOWEVER 
                         that in the event of any conflict or inconsistency between the various documents 
                         forming these T&C, the following order of precedence shall apply: -

 (i)  the Clauses;

(ii)   the Appendices.

                  (b)   All references to Clauses are to be construed as references to Clauses and
                         Appendixes of these T&C, unless otherwise provided herein.

                  (c)  All references to provisions of statutes include such provisions as amended,
                        modified or reenacted.

                 (d)   The word "law" means any present or future law and any constitution, decree,
                        judgment, legislation, order, ordinance, statute, treaty, directive, by-law, rule or
                        regulation as amended from time to time.

                 (e)   Words applicable to natural persons shall also apply to any body of persons,
                        companies, corporation, firm or partnership incorporated or unincorporated.

                  (f)   Words importing any gender shall include any other gender.

                  (g)  Words, importing the singular number shall include the plural number and vice
                        versa.

                  (h)  The headings and subheadings to the Clauses are for convenience of reference
                        only and shall not affect the interpretation and construction thereof.

                  (i)   Where any word or expression is defined in these T&C, the definition shall extend
                        to all grammatical variations and cognate expressions of the word or expression so
                        defined.

                  (j)   For the purpose of calculating any period of time stipulated herein, or when an act
                        is required to be done within a specified period from or after a specified date, the
                        period is exclusive of, and time begins to run after, the date so specified.

                  (k)  Any technical term not specifically defined in these T&C shall be construed in
                        accordance with the usage or definition commonly accepted by those in that
                        profession or industry.

                  (l)   Any reference to a "Working Day" is to a day other than –

                        (i)  a Saturday and Sunday for the Federal Territories of Kuala Lumpur, Putrajaya
                             and Labuan, the States of Pulau Pinang, Perak, Selangor, Negeri Sembilan,
                             Melaka, Johor, Pahang, Sabah and Sarawak; or

                        (ii) a Friday and Saturday for the States of Perlis, Kedah, Terengganu and
                             Kelantan; and

                        (iii) any other date which is declared by the Government of Malaysia as a public
                             holiday or a non-working day; 

                  and any reference to a "day", "week", "month" or "year" is to that day, week, month or
                  year in accordance with the Gregorian calendar.

                 (m)   Any reference to "normal business hours" shall mean the hours between 8.30
                         a.m. to 5.30 p.m. on a working day.

                 (n)    Where any provision of these T&C grants a right of consent or approval to any
                         party, such provision shall, unless express provision to the contrary is made be
                         deemed to be read as including the expression “which consent or approval shall
                         not be unreasonably withheld” and shall be made in writing.   

       2.  ACCESS AND use OF the ServiceS

            2.1  By accessing and using the Services, You are deemed to have been duly authorized
                  and approved by Your company/organisation.

            2.2  Access to the Services shall be denied if: -

       (a)   the Services has been cancelled by TM in accordance with these T&C;

       (b)   You have cancelled the Services in accordance with these T&C; or

       (c)    TM believes the Services is being misused by You or Your Authorising User or is
               being used without Your authority.

         3.  THE SERVICES

   The Services enables You to use various functions of the SRM SUS. By using the   
   Services You or any Authorising User may be able to use the available functions. TM may
   at any time add to, remove or change the functions or impose restriction on the functions
   available to You in connection with the Services.

         4.  THE DOCUMENTS

              The parties shall conduct transactions using the Services. In order to use the Services,
              You will receive a User ID and password which will be provided to allow You to register for
               the Services. 

  A Document will be deemed received on the date it is made available on the Services for  
  access by either party. The receiving party will promptly notify the originating party if a
  Document is received in an unintelligible form, provided that the originating party can be
  identified. In the absence of such notice, the originating party's record of the contents of
  such Document will prevail.  Each party will authenticate Documents using a User ID and
  password, and will maintain commercially reasonable security procedures to prevent its
  unauthorized use.

         5.   Your obligations

               5.1 You agree to: -

         (a)  only use the Services for the purpose for which it is provided to You;

         (b)  ensure that Your Authorising User observes Your obligations in connection with
               the Services; and

         (c)   use the Services in accordance with these T&C.

     5.2  You shall keep confidential and secure the User ID and password, with the greatest 
            reasonable care. You are fully responsible for all activities that occur using the User
            or password. Please notify TM immediately of any unauthorized use of Your
            password or account or any other breach of security. TM shall not be liable for any
            loss that the Vendor may incur as a result of someone else using the User ID or
            password, either with or without Your knowledge. You are prohibited from using
            anyone else's password at any time.

   5.3  You acknowledge and agree that TM and its licensor own all rights to the Website 
         and the content displayed on the Website. You are only permitted to use this content
         as expressly authorized by the SRM SUS. You shall not copy, reproduce, distribute,
         or create derivative works from this content. Further, You agree not to reverse
         assemble, reverse, engineer or decompile, or attempt to derive source code from the
         Website.

               5.4  You are responsible for any use of the Services by You or any of Your Authorising
                      Users.

              5.5   You are personally responsible for complying with the relevant legislation and
                      regulations, such as tax legislation and any statutory record keeping and retention
                      requirements.

  5.6   You agree, during the term of these T&C, TM may: -

                      (a) revise the terms and conditions of these T&C; and/or

          (b) change part of the Services provided hereunder at any time. Any such revision or 
              change shall be binding and effective immediately after posting of the revised T&C
              or change to the Services on the Website. You agree to periodically review this
              Website, including the current version of these T&C available on the Website, to
              be aware of any such revisions.

         By continuing to use these Services after any revision to these T&C or change in the
         Services, You agree to abide by and be bound by any such revisions or changes.

   5.7  e-Invoicing

           (a)  You are personally responsible for storing the original copy of the invoice for the 
                 purposes of Your records under thus Section. The original copy of the invoice
                 must be kept for a period of seven (7) years from the date of the submission of
                 the Invoice to the SRM-SUS e-Invoicing. TM shall be allowed to view the original
                 copy of the invoice at any time upon written notification to You. You acknowledge
                 and agree that the original copy of the invoice shall be stored during the period
                 stated herein even though You are no longer Supplier to TM Group or become
                 insolvent or cease in business.

           (b)  Original copy of the invoice or any form of payment instruction must be scanned 
                 in PDF format and to be attached together with the online SUS invoice. In the
                 case of the original copy of the invoice/payment instruction is not available, You 
                are required to provide TM with an indemnity letter to enable payment processing.

          (c)   You must ensure that all claim is valid and correct (in term of amount, bank
                 account, description of services/goods delivered, etc) as per agreed payment
                 term with TM.

          (d)   All invoices must be supported with supporting payment documents as per
                stipulated in the contract payment term and duly certified by TM authorized
                personnel.

          (e)   For factoring payment, You are required to indicate that the invoice are part of
                 factored payments and select correct permitted payee. You are also required to
                 attach invoices stamped factored.

           (f)   You must ensure that Your data is complete, accurate and timely updated to
                 ensure accurate payment within specified timeframe.

           6.  LICENSES AND DATA

     In the event that You are granted with a non-exclusive license to use, execute, reproduce,
     display, perform, and distribute, copies of any material related to the Services by any 
     third party within Your company only (“Material”), You agree to reproduce the copyright
     notice and any other legend of ownership on any copies made under the license granted
     in this Section. Either party may freely use any idea, concept, know-how, or technique 
     developed or provided by either of the parties, or jointly by both of the parties, in
     connection with these T&C, subject to applicable patents and copyrights. Each party is
     responsible for the management and security of the data stored on or transmitted over
     their respective networks.

 
           7. WARRANTY DISCLAIMER

                7.1  The Services are provided on an "as is" basis. TM makes no warranty of any kind,
                       either expressed or implied, and expressly disclaims all implied warranties,
                       including, but not limited to warranties of accuracy of the Services.

   7.2  TM shall not be liable to You for any loss or any damages sustained by reason of
          any disclosure, inadvertent or otherwise in any information concerning Your user 
          account particulars.

   7.3  While every care is taken by TM in the provision of the Services, TM shall not be

          liable for any loss of information howsoever caused whether as a result of any

          interruption, suspension, or termination of the Services or otherwise, or for the

          contents accuracy or quality of information available, received or transmitted through

           the Services.

            8. LIMITATION OF LIABILITY:

To the extent permitted by local law, TM shall not be liable in any way whatsoever for any loss or damage in any whatsoever form suffered by You or third parties due to the use of the Services such as, for instance, any loss or damage incurred due to the temporary unavailability of the Services due to network problems.

            9. GENERAL

    9.1  Save and except with the prior written consent of the other party, either party shall
           not at any time communicate to any person any confidential information disclosed
           to him for the purpose of the provision of the Services or discovered by him in the
           course of the provision and performance of the Services.

    9.2  If any provision herein contained should be invalid, illegal or unenforceable under any
          applicable law, such provision shall be fully severable and these T&C shall be
          construed as if such illegal or invalid provision had never comprised a part of these 
          T&C and the legality and enforceability of the remaining provisions of these T&C
          shall not be affected or impaired in any way.

    9.3  These T&C shall be governed and construed in accordance with the laws of

           Malaysia.