APIGATE GENERAL TERMS
This General Terms (Internetwork API) applies to all Partners whom Apigate Sdn Bhd (Company No. 201701045511 (1259684-W)) procures the services from or to all Partner whom is subscribing to the services offered by Apigate Sdn Bhd. By signing the Service Order Form, you are deemed to have read and accepted the term and conditions stated herein and all relevant policies. Apigate Sdn Bhd may amend and update the terms from time to time and Apigate Sdn Bhd may give you notice of such change via our website. You hereby agree that your continuous provision of the Services shall signify your acceptance to the changes and any updates to the terms and conditions mentioned therein.
1. THE BASICS
1.1 Apigate Sdn Bhd has developed a mobile internet and fulfilment exchange, as described as the “Apigate Exchange”, for Southbound Partners (which includes but is not limited to mobile network operators) to expose certain network capabilities for our Northbound Partner to make use of those network capabilities. Apigate procures telecommunication services to its Service Providers from its Southbound Partners.
1.2 This General Terms apply to the Services Apigate Sdn. Bhd procures from you or you subscribe from Apigate Sdn Bhd. This General Terms will be applicable for Apigate Sdn Bhd., its affiliates, its subsidiaries, its successors and permitted assigns (hereinafter referred to as “Apigate”).
1.3 The Services that you provide or that you subscribe from Apigate has its own Service Order Form and Service Catalogue including but not limited to Apigate’s Policies and Rules and as well as other related documents with more detailed terms (“Incorporated Documents”). Parties agree that the entity within Apigate Group of Companies that will be procuring the Services from you or Services you subscribe from shall be specified in each Service Order Form.
1.4 This General Terms, the Service Order Form and the Incorporated Documents would be collectively referred to as “the Agreement”, unless stated otherwise in the Service Order Form.
1.5 If there is a conflict between the documents, the order of priority, highest first, is:
(a) the Service Order Form;
(b) this General Terms; and
(c) any Incorporated Document.
2. WHAT YOU HAVE TO OBSERVE
2.1 Apigate shall in consideration of the Charges and all other monies paid by you, procure the Services from its Southbound Partner and provide the Services to you as specified in the Service Order Form with reasonable care and skill.
2.2 You shall concurrently perform your duties and obligation as contained in this Agreement.
2.3 You acknowledge and accept that Apigate may perform any of its obligations of exercise any of its rights under this Agreement, by itself, a Southbound Partner or through such appointed Affiliate.
3. RESTRICTIONS AND LIMITATIONS THAT YOU HAVE TO COMPLY
3.1 Your relationship in relation to the Apigate Exchange must be with Apigate only and Apigate will contract with and have the sole relationship with the Southbound Partner of the Services;
3.2 You must only resell the Service to its Service Providers that has entered into a separate agreement with you to subscribe to the Services;
3.3 You must ensure that the Services are not targeted for use by your Service Providers and the subscribers outside of the relevant Territory (as specified in the Service Order Form). You must ensure that all reasonable steps are taken to ensure that other digital rights management technologies applied to the Services are included and maintained and apply additional technologies to protect against the use of those Services outside of the relevant Territory;
3.4 You must not commit or permit any copying, reselling, altering, modifying, creating of derivative works, reverse engineering, decompiling, translating, disassembling, adding, attaching or extracting source code or any Confidential Information in connection with the Apigate Exchange or any other Systems, Materials and Data prepared, devised, written or provided in whole or in part by or on behalf of Receiving Party or any third party in connection with any Services; and
3.5 You must not permit any personnel, agents, third party contractors or other third parties under your control to, by act or omission or in any manner, encumber, impair or otherwise prejudicially affect the Apigate Exchange or any other Systems, Materials and Data prepared, devised, written or provided in whole or in part by or on behalf of Apigate or any third party in connection with any Services. This may be done by having in place security measures, systems, applications, and processes in accordance with good industry standards and practices.
3.6 You must ensure that, in relation to the consumption of Services by Service Providers, no act or omission is committed or permitted by you which could reasonably be considered to be or likely to be:
(a) unsolicited, unauthorised, inappropriate, offensive, obscene, indecent, defamatory, abusive, harassing or threatening;
(b) damaging, disruptive, destabilizing, destructive, corruptive, intrusive, probing, circumventing or dangerous;
(c) infringing a third party’s rights; or
(d) adversely affecting or damaging the goodwill or reputation of any Party.
3.7 Each Party (including any personnel, agents, third party contractors or other third parties under its control) must not make any public statement or act in any manner which is reasonably likely to disparage, criticise, or bring into disrepute the other party or the third parties involved in enabling the Services.
3.8 Apigate shall be liable for the due performance of the Services in accordance with this Agreement by its Southbound Partner and for the purposes of this Agreement, its Southbound Partner’ acts or omissions in all respects as if such acts and omissions were its own.
3.9 You acknowledge that Apigate’s Southbound Partner shall have the right to benefit from the Agreement in relation to any Services passed through to Apigate by a party.
3.10 The parties acknowledge that the mechanism under which any obligation under the Agreement are passed by a party to their respective Southbound Partner is set out by separate agreement between the party and its respective Southbound Partner and is not included within the scope of the Agreement.
3.11 In the event that any Southbound Partner ceases to be a Southbound Partner of any party, that party shall promptly notify in writing the other party about that fact.
3.12 The parties agree and acknowledge that the rights and obligation pursuant to the Agreement does not in any way bind the parties Southbound Partner, Service Providers, subscriber or any of its third party enabling the Services and only governs the rights and obligation of the parties to this Agreement.
4 WHAT WE NEED TO COMPLY
4.1 Both parties agree to ensure its compliance with applicable Law in connection with the Agreement and the Services and each party warrants and represents that it has obtained and will maintain all legal, regulatory and governmental approvals and consents required from the relevant authorities in Malaysia, or in your case, in the Territory, in relation to its respective obligations under this Agreement.
4.2 Both parties further warrant and represent that it has obtained and will maintain all necessary approvals, licenses, sub-licenses, rights, and consents from all other necessary third parties, in respect of the consumption of Services.
5 DATA PROTECTION
5.1 You shall at all times comply with the Personal Data Protection Policy .pdf in regard to the Personal Data.
6 INTELLECTUAL PROPERTY RIGHTS ("IPR”)
6.1 You shall at all times comply with the Intellectual Property Rights Policy.pdf in regard to the IPR.
7 KEEPING THINGS CONFIDENTIAL
(a) We will both keep all Confidential Information confidential;
(b) We will both take adequate and appropriate steps to notify our employees and the third parties and Service Provider of their obligations to comply with the Agreement;
(c) We both agree that either party may disclose the Agreement to its related companies, solicitors, auditors, insurers and accountants to the extent necessary for that party to perform its obligations or exercise its rights under the Agreement; and
(d) This confidentiality clause shall survive for 2 (two) years from the termination or expiry of the Agreement for any reason.
8.1 Each party may only make a public announcement or communication in connection with the Agreement with the prior written consent of the other party and the relevant third party’s contractors, except that the other party may make a public announcement or communication if required by Law, court order, governmental authority or the listing rules of any stock exchange of which the receiving party or its related companies are bound.
9.1 The execution, delivery, and performance of the Agreement have been duly authorised by all necessary corporate and other actions and approvals, and that the Agreement constitutes a legal, valid and binding obligation of that party.
9.2 Both parties have not relied on any representation made by the other party which has not been stated expressly in the Agreement. Except as specified in this clause, any condition or warranty is expressly excluded save in the case of fraudulent misrepresentation.
10 IF SOMETHING GOES WRONG
10.1 We both shall indemnify and hold harmless the other party in respect of Loss suffered or incurred by either party, arising from any claim that the intellectual property owned by either party infringes any Intellectual Property Rights of a third party.
10.2 Apigate’s entire liability to you for all claims, demands and proceedings arising under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) will be limited to an aggregate amount equal to the Contract Price.
10.3 In no event shall a party be liable to the other party under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any indirect or consequential damages, even if the first party has been advised of the possibility of such damages, or for any damages for loss of profit, goodwill, business opportunity, anticipated savings or data.
10.4 The Apigate Exchange is hosted and managed on servers operated by the Hosting Provider (“Hosting Provider”). Notwithstanding anything to the contrary in the Agreement, Apigate excludes all liability to you (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any and all Loss (including direct, indirect and consequential damages) arising out of or in connection with the Agreement, the Apigate Exchange and the Services, that are caused directly or indirectly by any act or omission by the Hosting Provider or any default, error, unavailability or failure of the Hosting Services.
10.5 Parties acknowledge that:
(a) Apigate shall use and rely upon confirmations, receipts, information or reports provided by third parties such as the Southbound Partner of Services in connection with the Apigate Exchange. As such, Apigate gives no warranty and makes no representation as to the accuracy, completeness or timeliness of such data or information;
(b) Apigate gives no warranty and makes no representation as to the functionality or ability of the Apigate Exchange, any Systems, Materials or Data (or any component thereof) provided by or on behalf of Apigate, or any Services consumed by you, to meet any minimum transaction volumes or forecasts or always be available, uninterrupted, errorfree, secure, free from harmful components, non-infringing, or to be fit for purpose; and
(c) all such warranties and representations are hereby excluded to the extent permitted by applicable Law.
10.6 Apigate Exchange, any Systems, Materials or Data (or any component thereof) provided by or on behalf of Apigate, or any Services consumed by you, may not be available during any periods of maintenance, upgrades or Force Majeure Events.
10.7 The limitations and exclusions of liability anywhere in the Agreement will not operate to restrict or exclude:
(a) a party's liability to make any payment of fees and interest on late payment of fees to the other party in accordance with the Agreement;
(b) a party’s liability for breach of the parts of the Agreement titled ‘Data Protection’, ‘Restrictions and Limitations That You Need to Comply’, ‘Publicity’ or ‘Keeping Things Confidential’;
(c) any obligation by you to indemnify any person under the Agreement;
(d) your liability for claims, actions, directions, objections, investigations, requirements, fines, penalties, sanctions or other remedies from any relevant authority relating to a failure by you to comply with applicable Law or Authorisations or any act or omission by you putting Apigate in breach of applicable Law or Authorisations;
(e) a party's liability for that party's fraud;
(f) a party's liability for death or personal injury caused by that party; or
(g) any liability that cannot be excluded under mandatory applicable Law.
11 WHEN WILL THE SERVICES BE SUSPENDED OR TERMINATED
11.1 Either party may suspend, and/or terminate your consumption of one or more of the Services, or the provision and use of the Apigate Exchange by written notice to the other party at any time:
(a) if a party is in breach of the Agreement (including any failure to pay an invoice by the due date), or the Service Providers reasonably suspects a breach of the Agreement or misuse of the Services or Apigate Exchange;
(b) in the event the Services or provision and use of the Apigate Exchange is no longer practical or feasible;
(c) in circumstances where there is a third party intellectual property claim against a party or any third party that is relevant to the Apigate Exchange, Services or any rights or obligations under the Agreement; or
(d) where suspension or termination is required in order for party to comply with an injunction or other court order issued against it or any relevant third party relating to the provision and use of the Apigate Exchange; or
(e) if a third-party , for any reason, suspends provision of the third-party services required for the consumption of the Services by you or otherwise ceases to provide (temporarily or otherwise) the Services.
11.2 If a party exercises its right to suspend pursuant to Clause 11.1, then the party may use reasonable endeavors to resume the provision and use of the Apigate Exchange, or the consumption of the affected Services within a reasonable period of time, which is commercially practicable and feasible in all of the circumstances.
11.3 Any suspension of the Services by a party under this Clause shall not affect that party’s right to subsequently terminate the Agreement.
12 WHEN THE TERM STARTS
12.1 This General Terms shall be effective from the date of the Service Order Form until it is terminated.
12.2 Each Services shall start on the date as set out in the Service Order Form.
13 WHEN THE SERVICE ORDER FORM ENDS
13.1A party (“Terminating Party”) may terminate any one or more of the Services or the Service Order Form, immediately by providing written notice to the other party to that effect if:
(a) that other party becomes insolvent or makes an assignment for the general benefit of creditors, or any proceedings are commenced by or against that other party under insolvency Law;
(b) proceedings for the appointment of a custodian, receiver, receiver-manager or any other official with similar powers for that other party are commenced; or
(c) that the other party ceases to carry on business.
13.2 Apigate may terminate any one or more of the Services or the Service Order Form upon thirty (30) days’ written notice in the event a Change in Control occurs. You must promptly notify Apigate if a Change in Control of you occurs.
13.3 A party may terminate any one or more of the Services or the Service Order Form immediately by providing notice to the other party if that other party:
(a) has not performed any material covenant; or
(b) has breached any material term of the Agreement,
and such failure to perform or breach is:
(i) incapable of cure; or
(ii) capable of cure, but the other party fails to cure the failure to perform or breach within thirty (30) days of receipt of notice by the non-defaulting party (or such additional cure period as the non-defaulting party may authorize).
13.4 If a delay or failure by a party to perform its obligations due to a Force Majeure Event exceeds thirty (30) continuous days, the other party may immediately terminate any one or more of the Services or the Service Order Form by providing notice to the other party.
13.5 A party may terminate any one or more of the Services or the Service Order Form upon thirty (30) days’ notice to the other party without assigning any reason whatsoever.
13.6 Precedence in Termination:
(b) Termination of all Services will automatically terminate the relevant Service Order Form covering those Services.
13.7 Return or destruction of Confidential Information:
(a) Either party must as soon as practicable on expiry or termination of the Agreement or any part of this Agreement:
(i) return to the other party or (if upon request of one party) destroy;
(ii) certify in writing to the other party the destruction of; and/or
(iii) permit an employee of either party to witness the destruction of,
all Confidential Information, Materials and information containing or comprising Intellectual Property Rights owned by or licensed to either party or Data and/or Personal Data used under or in connection with the expired or terminated Agreement other than one copy of any notes and other records of the Confidential Information that you are required by Law to retain.
13.8 For the avoidance of doubt, the obligations on confidentiality as provided in the Agreement shall continue to apply to any such Confidential Information retained by you.
13.9 Survival of clauses:
(a) The following shall survive the termination or expiry of the Agreement or any part of this Agreement:
(i) the relevant parts of the Agreement in Clauses 5 (Data Protection), 8 (Intellectual Property Rights), 9 (Keeping Things Confidential),10 (Publicity), 12 (If Something Goes Wrong), 15 (When the Term Starts) , 16 (When the Service Order Form Ends), 17 (Transferring to Another Party), 18 (Entire Agreement), 19 (Choice of Law), 20 (Settling Disputes), 21 (Notices), 28 (General) and 29 (Defined Terms); and
(ii) as well as any other term which by its meaning or nature may be understood to survive termination or expiry of the Agreement or any part of the Agreement.
(b) Except as expressly provided otherwise in the Agreement, termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
14 TRANSFERRING TO ANOTHER PARTY
14.1 Neither party may assign or novate without the prior written consent of the other party except that either party from time to time may assign or novate this Agreement, in whole or in part, to any entity within each party’s group of companies by giving notice to the other party.
14.2 If a party subcontracts any of its obligations under this Agreement, then that party will remain fully responsible and liable for the performance of its obligations.
15 ENTIRE AGREEMENT
15.1 The Agreement constitutes the entire agreement between the parties and supersedes all prior representations and agreements, oral or written, save in the case of fraudulent misrepresentation.
16 CHOICE OF LAW
16.1 The Law of Malaysia will apply to the Agreement and any disputes or claims in connection with it or our relationship, including non-contractual ones.
17 SETTLING DISPUTES
17.1 We will both do what we reasonably can to settle any dispute or claim that occurs under or in relation to the Agreement and to avoid having to get the courts or regulatory authorities involved.
17.2 We will both use the following dispute resolution process:
a. whichever of us is affected will provide Notice of the complaint that clearly sets out the full facts and includes relevant supporting documents;
b. we will both use reasonable endeavours to settle the dispute within seven (7) days;
c. if the dispute is not settled after seven (7) days (or any other period agreed by both of us in writing), then the Chief Executive Officer of Apigate (or person with an equivalent level of seniority) and your counterpart (or person with equivalent level of seniority) shall meet to resolve the Dispute; and
d. if the dispute is still not settled seven (7) days after it is escalated, or no meeting for the purpose of settling the Dispute has taken place within twenty-one (21) days after the service of a Dispute Notice, the Dispute shall then be referred to and shall be finally and exclusively resolved by arbitration under the rules of the Asian International Arbitration Centre (AIAC) in force as at the date of application for arbitration ("AIAC Arbitration Rules 2018"). The AIAC Rules are hereby incorporated by reference into the Agreement.
17.3 The arbitration award rendered shall be in writing and shall set out the reasons for the arbitrator’s decision. The award shall apportion the costs of the arbitration as the arbitrator deems fair.
17.4 The arbitration shall be conducted before a sole arbitrator. The seat, or legal place of arbitration, shall be Kuala Lumpur. The language of the arbitration shall be English. All documents submitted in connection with the proceedings shall be in the English language, or, if in another language, accompanied by an English translation.
17.5 We both agree that the arbitration award shall be final and binding on both of us and may be enforced in any court of competent jurisdiction.
17.6 Without prejudice to the above provisions, both of us may seek injunctive relief, including restraining orders and preliminary injunctions, in any court of competent jurisdiction, and either party may request that a court refers the proceedings to arbitration in accordance with this Agreement.
18.1 Any notice, invoice, request or other document or communication to be given under the Agreement shall be in writing and in the English language and may be given or sent by:
(a) hand delivery or courier, in which case it will be deemed to have been delivered immediately upon delivery;
(b) registered post, express or other fast postal services, in which case it will be deemed to have been delivered within seven (7) days of it being posted; or
(c) electronic mail, in which case it will be deemed to have been delivered at the time that it was sent as evidenced by a transmission report generated by the computer system,
to the other party at the address or email address set out in this Agreement, as may be updated from time to time by the other party.
19.1 Payment terms shall beset out in the relevant Service Order Form and Service Catalogue.
19.2 Each party shall bear its own costs and expenses as set out in this Agreement.
19.3 Unless specifically agreed otherwise, each party shall not request or require, nor prevent or delay, the performance of the Agreement by requesting or requiring, any payment or other amounts from any of the other party’s Southbound Partner or Service Providers or subscribers of the Services.
19.4 Each party may issue invoice or statement of account (as applicable) to the other party for any applicable amount under this Agreement. Failure by a party to raise an invoice or statement of account (as applicable) will not prejudice or waive its right to later invoice or raise statement of account (as applicable) for the relevant amount.
19.5 Each party may be required to provide relevant information evidencing any amounts claimed in accordance with this Agreement.
19.6 Each amount invoiced or statement of account issued (as applicable) must be paid within thirty (30) days following the date of receipt of the invoice or statement of account (as applicable) if it is not disputed unless otherwise expressly provided in the Agreement or in the Service Order Form. Each party agrees that in the event the sum is less than or equivalent to USD250.00 or RM1,000 (“Minimum Sum”) depending on the agreed currency in the Service Order Form, the settlement of such sum shall be paid when the cumulative amount of the invoice or statement of account is more than the Minimum Sum or at the end of the relevant quarter of the year, whichever is earlier. Each Party shall bear its own bank transfer or finance charges as applicable.
19.7 In the event of any dispute to any amounts payable in accordance with this Agreement, such disputes shall not be a reason to withhold or deny any undisputed payments. Such disputes shall be resolved in accordance with the dispute resolution procedures as provided for in this Agreement.
19.8The rate card for Services is set out in the relevant Service Order Form.
19.9 The rate of exchange to be applied to convert any payments to be made under the Agreement from a foreign currency into a local currency rate to be applied for Apigate to convert the transaction currency into the currency agreed in the applicable Service Order Form and shall be at the rate of exchange published by Oanda + 5% mark up on the date of the payment.
19.10 Apigate shall not be liable for any loss caused by exchange rate fluctuations or by any failure to remit or convert funds to the currency stated in the Service Order Form at a particular time or at a more favorable rate of exchange than actually used.
19.11You shall bear any operation costs incurred by Apigate during the on-boarding processsubject to prior notice to you on such cost.
19.12 Any undisputed amount that is not paid in full within the timeframe stipulated in Clause 19.6 shall bear interest at the rate of 8% per annum calculated on a 365 day basis from the due date until payment in full.
20.1 Unless agreed otherwise in a Service Order Form, Apigate will not be responsible for any bad debts, unrecovered sums or withholding for tax purposes and Apigate will deduct any such bad debts, unrecovered sums or withholding for tax purposes from the monthly invoice or statement of account issued to you.
20.2 Unless agreed otherwise in a Service Order Form, all payments must be made by Originating Party in accordance with the Agreement regardless of any bad debts, unrecovered sums or withholding for tax purposes and must be accounted for in full and any payment grossed up to make whole all amounts specified in this Agreement.
20.3 Withholding tax
a) The Charges shall be paid without withholding, counterclaim or deduction unless prohibited by any applicable law. If under applicable law withholding tax is payable by a paying party, the paying party will, at the same time as making the payment, pay to the billing party such additional amount as will result in the receipt by the billing party of the full amount which would otherwise have been receivable had no withholding or deduction been payable and the paying party will on request supply to the billing party evidence satisfactory to the billing party that the paying party has accounted to the relevant authority for the sum withheld or deducted. For the purposes of this Clause 20, Apigate shall be the billing party and you shall be the paying party respectively.
b) In the event that a double taxation treaty applies which provides for a reduced withholding tax rate, paying party shall only withhold and pay the reduced tax on behalf and for the account of billing party if billing party has provided an appropriate exemption certificate as required by the competent tax authority or any other appropriate form required under local law. paying party shall use all reasonable efforts to assist billing party in obtaining any reduction in withholding tax under applicable law.
c) The billing party shall reimburse the paying party any sums recovered from the relevant authority in respect of which the paying party was required to withhold but paid to the billing party within thirty (30) days following receipt of such amounts by the billing party.
20.4 Taxes and duties: Duties and other governmental or administrative charges and levies of any kind whatsoever arising from the Agreement, including sales, services, use, value added, goods and services or others ("Taxes") may be levied in addition to any payment for Services to be made in accordance with the Agreement and will be payable in accordance with the Agreement.
20.5 Your obligation to pay for the taxes: Where any service tax, goods and services tax, or tax of similar nature is applicable on any goods or services supplied under the Agreement is imposed by the relevant government authorities, you shall pay for the appropriate service tax or goods and services tax, or tax of similar nature under each invoice, provided that Apigate has complied with the following:
(a) Apigate is duly licensed by the relevant government authorities to collect such service tax or goods and services tax, or tax of similar nature;
(b) the appropriate service tax or goods and services tax, or tax of similar nature for each invoice is included under the relevant invoice at the time of the issuance of the invoice; and
(c) all invoices or statement of account (as applicable) provided by Apigate to you to comply with the relevant Law in respect of service tax or goods and services tax, or tax of similar nature enforced by the relevant government authorities.
20.6 Apigate’s obligation to pay for the taxes: If Apigate is required to pay any Taxes to any relevant third party in connection with the Agreement, Apigate may pass through such Taxes which may be levied in addition to any payment for Services and other Taxes to be made in accordance with the Agreement and will be payable in accordance with the Agreement.
20.7 All other taxes shall be the responsibility of the relevant party in compliance with the prevailing tax treaty or tax regulations in any relevant country.
21.1 Each party’s respective Commercial Representative will be as set out in the Service Order Form and each party may update the personal particulars accordingly.
21.2 Each party’s respective Service Representative for a particular Service will be as set out in the Service Order Form and each party may update the personal particulars accordingly.
21.3 The parties’ respective Commercial Representatives and Service Representatives (or their delegates) will meet on a quarterly basis to discuss the Services via video conference or any such means as agreed by both parties.
22 UNFORESEEABLE EVENTS
22.1 A party shall not be responsible for any delay, interruption or failure that is caused, whether directly or indirectly, by:
(a) the other party, any government agency or a court of competent jurisdiction issuing any order, directive or instruction which affects the first party’s performance of such obligations;
(b) the other party failing, neglecting or omitting in performing its obligations under this Agreement, including performing its responsibilities in accordance with the Agreement in an efficient and timely manner; or
(c) the occurrence of a Force Majeure Event,
which has a material impact on the performance of the relevant obligations of the first party.
22.2 If such an event occurs, the first party must:
(a) notify the other party of the delay, interruption or failure;
(b) identify the specific nature of the delay, interruption or failure; and
(c) comply with the reasonable instructions of the other party in relation to the delay, interruption or failure (including any requirement to develop and implement an action plan in relation to that delay, interruption or failure).
23.1 Severability: If any illegal, invalid or unenforceable part of the Agreement would be legal, valid or enforceable if part of it were removed, we both will negotiate in good faith to change the Agreement, so it reflects what we both originally intended as much as possible.
23.2 Survival of Agreement: The Agreement is to be binding upon the parties and their respective successors.
23.3 Waiver: No delay or failure to exercise or enforce any right or provision of the Agreement is considered a waiver of that right unless made in writing.
23.4 Relationship of the parties: The relationship of the parties shall be as per the terms set out in this Agreement.
23.5 Set-off: Neither party shall be entitled to set off any amount payable under this Agreement unless the Agreement expressly provides otherwise.
23.6 Costs: Each party shall bear its own costs and expenses in connection with this Agreement.
23.7 Making changes to the Agreement: Any changes shall be in writing and executed by both parties.
23.8 Cooperation with third parties: You shall cooperate with, and provide any information requested by, any third parties engaged by Apigate in connection with the Agreement.
24 DEFINED TERMS
The defined terms are as defined in the Defined Terms.pdf