Terms & Conditions

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Terms & Conditions

Last updated: 28 August 2023
Last reviewed: 28 August 2023

These Terms and Conditions (“T&C”) stipulate the terms and conditions relevant to the use of services and features provided by PT Sinar Digital Terdepan, a limited liability company established under the laws of Indonesia (“Xendit”, “We”, “Us” or “Our”) to. the entity or individual who enters into a Service Agreement with Us or otherwise uses Our Services (“You” or “Your”). We and You are collectively referred to as the “Parties” and individually as a “Party”.

By utilizing Our services and features, You hereby agree and accept to be subject to (i) this T&C, save as may be specifically agreed otherwise in the Agreement, and (ii) Our Privacy Policy which is accessible here https://www.xendit.co/en/privacy-policy/ (“Privacy Policy”).

We shall be entitled to amend, modify or supplement the T&C at any time and for an unlimited number of times subsequently without restriction in Our sole and absolute discretion by posting a revised version of this T&C (https://www.xendit.co/en/terms-and-conditions) (“Updated T&C”). We shall provide a written notice to You of any Updated T&C, which notice shall allow 7 (seven) calendar days or any other period mutually agreed in writing, unless required by government agencies, authorities and/or requested by Our payment channel partners to perform immediate change or in a shorter period of time (the “Notice Period”) for You to review and notify Us in writing of any objection to the Updated T&C. In the event no written objection from You is received by Us within the Notice Period, the Updated T&C shall be fully applicable to You upon the expiry of the Notice Period. Such Updated T&C shall supersede and replace all previous versions.

These T&C shall constitute as one single document with the Agreement and shall not be interpreted separately.

1. DEFINITION AND INTERPRETATION

All capitalised terms that are not defined in these T&C will have the meanings ascribed to them in the Agreement and/or the Privacy Policy.
All terms stated in singular form shall include their plural form, and vice versa.
Unless specifically stated otherwise, reference to a Clause herein shall refer to the relevant Clause in these T&C.
For the purposes of these T&C, and except where the context requires otherwise:

“Account” means a gateway identifier issued by Xendit to You or Your Merchant, as applicable, for the purpose of using Xendit Services; where You are issued more than one Account, each such Account shall jointly and severally be considered as an Account for the purpose of this T&C.

“Affiliates” in relation to a Party, shall mean: (a) any other person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Party; (b) any company which the Party (directly or indirectly) controls; and/or (c) such other entity, arrangement or person that the Parties may agree in writing and in good faith to be an Affiliate. For such purposes, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) shall mean possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means a service agreement between Xendit and You in relation to the Services.

“API” means the application programming interfaces, a set of subroutine definitions, protocols and tools for building software and application interfaces, provided by Us that You may use to access the Services.

“BHP” or “Heritage and Public Trustee’s Office” is an Indonesian governmental institution established and operating pursuant to Decree of the Minister of Justice of the Republic of Indonesia dated June 19, 1980 Number M.01.PR.07.01-80 of 1980 concerning the Organization and Work Procedure of the Heritage and Public Trustee’s Office, as may be amended or supplemented from time to time, insofar as it is authorized to carry out the actions contemplated herein.

“Card Processing Services” means:

processing services, which enable You to accept credit cards and debit cards as modes of payment on a website or mobile platform and to receive inbound payments from cardholders through such modes of payment, and which include, amongst others, provision of a bank-sponsored merchant account, fraud protection tools, recurring billing functionality, payment card storage, white glove customer support, and other necessary software, APIs and services and technology as described in the Documentation; and
gateway services, which equip You with the software and connectivity required to allow real-time secure data transmission for the processing of credit and debit card payments on a website or mobile platform.

“Charge” means a credit or debit instruction to authorize or capture funds from an account that a Cardholder maintains with a bank or other financial institution for in connection with a transaction between the Cardholder and You.

“Chargeback” means a challenge filed by an End-User or a Cardholder with respect to a payment made to You, including payments determined by Us, the acquiring bank, or the payment networks as being fraudulent.

“Collection” means the act done by Us on Your behalf which enables You to receive inbound payment(s) from an End-User, by way of Virtual Accounts, Cards Processing Service, Over-The-Counter (e.g.,Alfamart), E-Wallet (e.g., OVO, Shopeepay, LinkAja, Dana, Sakuku), Direct Debit and via API.

“Cardholder” means a natural or legal person holding a debit or credit card that is issued by a banking or other financial institution(s).

“Documentation” means the technical and other information regarding each of the Services, which information can be accessed on Our webpage (https://docs.xendit.co/)

“Early Settlement Feature” means an additional feature provided by Us (subject to Our absolute discretion) which allows You to settle your transactions earlier than the normal settlement time of our channels (as provided in the Documentation) for an additional fee and as regulated under the terms of these T&C.

“End-User” means any person or entity that purchases or uses Your or Your Merchant’s services or products.

“Confidential Information” means any data or information, oral or written, treated as confidential that relates to either Party’s (or, it’s Affiliates or if either Party is bound to protect the confidentiality of any third party’s information, such third party’s) past, present, or future research or development activities, including any unannounced products and services, any information relating to developments, Documentation (in whatever form or media provided), inventions, processes, plans, financial or due diligence information, personal, identifiable data of End-Users, the financial terms of the Agreement, the company structure and shareholder of each Party, and any other information that should reasonably be recognized as confidential information of the Disclosing Party. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if: (i) it was already known to the receiving party prior to the Effective Date of the Agreement, as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of the Agreement or other wrongful act of the receiving party; (iii) it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; (iv) it has been approved for release by written authorization of the owner of the Confidential Information; or, (v) it has been independently developed by a party without access to or use of the Confidential Information of the other party.

“Dashboard” means a web-based platform provided and maintained by Us to an Account holder, through which the Account holder may manage their use of the Services.

“Destination Account” means an account specified by You into which, upon Your instruction made in accordance with the procedure stipulated by Us, We will transfer funds on Your behalf.

“Direct Debit” means debit payments directly from an End-User’s bank accounts via one-time linking of online banking access or debit cards.

“Disbursement” means the act done by Us on Your behalf which sets in motion, by way of bank transfer, a movement of Funds from a Pre-Fund Account to a Destination Account via API or by way of manual upload.

“FX Trader” means a licensed foreign exchange trader appointed by Us that will serve Your requests to convert IDR to USD, USD to IDR, IDR to other foreign currency and vice versa, as well as other foreign currencies to other foreign currencies which may be indicated in the Documentation from time to time.

“IDR“, “Rupiah” or “Rp.” means the lawful currency for the time being of Indonesia.

“Instant Messaging Service” means Whatsapp Messenger, the instant messaging service application created, owned and maintained by Whatsapp Inc., and/or any other instant messaging service We may use to communicate with You, Your Merchants and/or End-Users.

“Partner Account” means an Account created at Your request for Your Merchants, which is connected to the Platform Account and which may be accessed, controlled and monitored by You and may have features that differ to the Platform Account.

“Payments Fraud Detection System” or “PFDS” means an automatic risk assessment that can proactively prevent high risk payments.

“Platform Account” means an Account issued to You to enable Your use of the Services.

“PayLater” or “Cardless Credit” means a cardless payment method provided by a third-party credit platform as PayLater Partner, where the PayLater Partner will settle the Transaction to You or Your Merchant, as applicable, thereby taking over as the creditor of the End-User and in turn allows the End-User to repay the credit to the PayLater Partner in installments.

“Pre-Fund” means any topping up of the balance in the Pre-Fund Account.

“Pre-Fund Account(s)” means bank account(s) created and administered in any Bank appointed by Us, designated for the purpose of storing the balance of Your funds for and throughout Your use of the Services.

“QR Payments” means a payment instrument that uses a rendered QR string for End-User to scan and confirm payment.

“Refund” means an instruction initiated by You to return funds to an End-User for an existing Charge or payment made through other payment channels.

“Reversal” means an instruction initiated by any bank, money services business, payment network, or other financial intermediary, or other payment channels/networks, or Us to return funds for an existing Charge or payment(s). Reversals may result from (i) invalidation of a charge by a bank, money services business, payment network, or other financial intermediary or other payment channels/networks; (ii) funds, settled to You in error or without authorization; (iii) submission of a Charge or payment in violation of Network Rules or the relevant bank’s or payment channel’s rule, or (iv) where submission of the Charge or use of the Card Processing Services or other payment channel by You violates these T&C or the Agreement.

“Transaction” means the purchase of goods and services from You and/or Your Merchant, as applicable, by an End-User.

“USD” means the lawful currency for the time being of the United States of America.

“User Information” means every information, data, and/or documents that required by Us, payment partner(s), laws and regulations, and governmental authority to perform the Services and/ or to comply with the applicable regulations.

“Virtual Account” means a temporary bank account created by Us to receive funds on Your behalf.

“xenPlatform Feature” means a software service provided by Us (subject to Our absolute discretion) which allows You to utilize the Platform Account and create/manage Partner Account and as explained in further details in the Documentation.

“Your Merchant” (may be defined as “Second Party Merchant” in the Agreement) means any other third party offering goods and/or services whom You rightfully allow to use the Services by way of granting a Partner Account or otherwise.

2. SERVICE FEES, ACCOUNT, AND DASHBOARD BALANCE

You shall pay to Us the fees for the Services (including, any foreign currency exchange costs) as set out in the Agreement, or where applicable the pricing published in Our website. Where You begin using any other Service without prior agreement or negotiation with Us, the fees and charges applicable and payable shall be those as specified in the pricelist at www.xendit.co which are incorporated herein by this reference.
Notwithstanding any other provision hereof or of the Agreement, We reserve the right to update Our pricing at any time subject to sending of a written notice to You before any price changes become effective.
We are entitled to immediately offset any fees, as well as the expenses, costs or charges that You owe to Us (including applicable Losses We incur as a result of Your action or inaction, and any other liabilities in accordance with the Agreement or this T&C), from any amounts we may be holding on Your behalf.
In avoidance of doubt, if at any point of time Your liabilities to us are greater than the amounts we may be holding on Your behalf, Your account balance may appear as negative. As soon as your account balance becomes positive as a result of your top up or collection activities, We reserve the right to deduct the available balance to set off due and outstanding payments in accordance with the Agreement and/or T&C.
In the event any outstanding amount (or any part thereof) stated in an invoice is not fully settled within the due date as specified in the Agreement and/or the relevant invoice, We are entitled to charge interest at the rate of one point five per cent (1.5%) per month on such outstanding amount (or part thereof), which shall be chargeable from the date falling seven (7) days from the due date of such invoice up to and including the date that such outstanding amount (or part thereof), including all accrued interest, is fully settled by You. Furthermore, You hereby agree and authorize Xendit specifically to deduct Your Account balance to set-off any invoice amounts that have fallen sixty (60) days past due as well as any accrued interest. In the event Your Account balance is insufficient to set off the due amounts in accordance with this subclause, You shall remain responsible to pay the post-deduction outstanding amounts and late interest as referred to in this subclause shall continue to accrue thereon.
To the extent You have more than one Account with Xendit, You acknowledge that, in addition to any Agreement that You may have signed for any or all such Accounts, Your use of each such Account is subject to these T&C and the rights and obligations stipulated in these T&Cs are jointly and severally applicable and enforceable towards each such Account. You hereby agree that, unless agreed otherwise in writing by both Parties, in the event of a violation of Agreement or T&C or an occurrence of Threatening Condition with respect to an Account, We may, if We deem reasonably necessary to protect Our rights and interests, enforce Our rights upon any other Accounts held by You. For avoidance of doubt, these rights include but are not limited to the right to deduct balance of any other Account held by You to settle unpaid invoices in accordance with this Clause 2 and the right to suspend or terminate any other Account held by You in the event of a Threatening Condition.
You must withdraw any unutilized funds in the Dashboard balance in the event the Dashboard has been inactive for more than 30 (thirty) business days.
Any Pre-Fund shall be made in IDR, except where the Services involve a foreign exchange conversion before Disbursement, in which case such Pre-Fund shall be done in USD, to the extent permitted under the prevailing laws and regulations.
Instant Activation: When You instantly activate an Account via our website, You acknowledge and agree that You will only be able to utilize the Disbursement Service and Withdrawal after You have successfully passed Our post-activation assessment and/or Our partners’ KYC assessment and due diligence. During this assessment process, should We reasonably suspect that your business or Transaction may be associated with fraudulent or otherwise unlawful activities, or that You may have violated any terms of these T&C or the Agreement, we may impose certain limitations or restrictions to prevent losses or mitigate risks, such as suspension or termination of Account. If You are unable to prove the legitimacy of Your business or Transaction or rectify the relevant violation, You hereby agree that Xendit is authorized to transfer all funds in Your Account to BHP in accordance with the prevailing laws and regulations.
Availment of Additional Channels and Services: You may use Our other Services and/or payment channels that are not covered in the Agreement, subject to: (i) the applicable activation methods and process of the relevant payment channel,and (ii) unless agreed otherwise in writing by the Parties, Our published pricing.
Dormant Account: If Your Account has no transaction within 90 (ninety) calendar days after the go-live date or Your last transaction date (“Dormant”), We may deem the Account as Dormant, and will send You a written notification to inform You that Your Account has been deemed as Dormant. With Dormant Account, any Collection and Disbursement Services will be disabled. In order for You to enable the Collection and Disbursement Services after the Account has been set as Dormant, You will be required to re-submit some information and/or documents for Us to reconduct customer due diligence required by applicable laws.
Abandonment: If Your Account is Dormant for 12 (twelve) consecutive months, We may deem the Account as abandoned and We shall be entitled to terminate the Account. In the event there is some balance deposited in an abandoned Account without funds movement whatsoever, and We do not receive instruction from You where to disburse the funds, We reserve the right to and You hereby authorize us to transfer those funds to BHP, in accordance with the prevailing regulations. We will try to send a written notice to your email or physical address last registered in Our systems. You agree that upon Our transfer of funds to BHP pursuant to this Clause, We are no longer responsible for such funds and You will directly engage with BHP in order to claim the funds. We may, but are not obligated to, assist and help to provide the ownership documentation, data transfer and dates, and any relevant information or data, for You or Your assigns/heirs (in case You are individual) for the purpose of claiming the funds from BHP. You understand and accept that BHP has the sole discretion whether to release the claimed funds to You, and You will hold Xendit harmless for any difficulty or failure in claiming such funds.

3. DISBURSEMENT SERVICES

Instructions to perform any Disbursement (“Disbursement Instruction”) can only be delivered to Us via the API or by way of manual upload on the Dashboard.
A Disbursement Instruction submitted to Us shall be final and irrevocable upon submission. Submission is deemed made at:
1. if delivered via Your API key, the moment at which You post a request to create a Disbursement via the API; or
2. if delivered by way of manual upload to the Dashboard, the moment at which the .XLSX document (or any other format as may be accepted by Us) containing the Disbursement Instruction that You upload to the Dashboard is approved by You.
  We are not required to entertain any request from You to reverse a Disbursement Instruction that has been submitted as intended in this Clause, but if so entertained, We may impose certain charges. You may withdraw the reversal request if You do not agree to pay the charges.
Notwithstanding any other clauses in these T&Cs, a Disbursement Instruction can only be performed when the balance in the Pre-Fund Account is at least equal to the sum of the Disbursement amounts requested by You and the corresponding service fees.
Subject to Clauses 2 and 3 hereof, We shall execute a valid Disbursement Instruction submitted during normal banking hours on the same day and a valid Disbursement Instruction submitted outside normal banking hours on the next business day, subject always to bank downtimes and/or disruptions.
We shall be deemed to have completed Our obligation to perform a Disbursement when the status of Disbursement is shown as “completed”, as elaborated in the Documentation.
You acknowledge and accept that We (and/or Our Affiliates, as applicable) shall not be liable for any Losses incurred by You in respect of any error, failure, delay, breakdown, postponement or any other event affecting the final processing of any Disbursement by the Bank(s) with whom the Pre-Fund Account(s) and Destination Account are created, administered and maintained.
You hereby accept and agree that it is Your responsibility to fully review the API reference and thoroughly test its integration before processing live Disbursement using Xendit API. You acknowledge that We have provided idempotency in Our Disbursement API so that You can safely retry requests without accidentally performing the same operation twice. It is Your responsibility to implement idempotency in Your Disbursement requests to prevent losses due to unsafe retries. You hereby agree that You are solely responsible for all losses You may incur from not performing idempotent requests.
You hereby agree to be subject to the terms and conditions of the appointed Bank(s) and other payment partners together with whom We provide the Services, which are incorporated herein by this reference.

4. COLLECTION SERVICES AND WITHDRAWAL

A. General

Any Collections performed or to be performed by Us on Your behalf are subject always to the following conditions:

You hereby agree to be subject to the terms and conditions of the appointed Bank(s) or payment channel partners together with whom We provide the Services (including, but not limited to, any limits or changes to the hours during of each payment channel by the appointed Bank(s) or payment channel partners, as well as the mechanism and procedure for Chargeback, Reversal, and/or Refund) and all such terms and conditions are incorporated herein by this reference.
A Collection shall be considered executed when funds specified in a single invoice issued by You are successfully paid for to the designated account specified in such invoice.
Where an incoming payment from an End-User has been incorrectly made, whether by (i) the payment of an incorrect amount which does not correspond with the amount charged in the invoice delivered to and intended for such End-User, (ii) the payment of funds to the wrong destination or (iii) failure to complete any credit and/or debit card transaction, You can initiate a transaction review by notifying Us via Instant Messaging Service or otherwise in writing. We may respond to such notification (a) no later than 23.59 on the next business day, if the notification is made by 17:00 on a business day, or (b) within two (2) business days as of our receipt of the notification, if the notification is made after 17:00 on a business day or on a non-business day.
Subject to Clause 4.6, all funds received by Us on Your behalf as a result of Our performance of Collections, shall be added to Your Dashboard balance in accordance with the Settlement times stated in the Documentation.
Specifically for Collection in switcher models, the following provisions shall apply:
1. You shall enter into a cooperation agreement with Your preferred partner bank before engaging the switching services of Us.
2. You shall provide a certified copy of the cooperation agreement entered into with Your preferred partner bank to Us upon Our request.
3. Where You use a Leased Line, any installation cost and/or subscription fee in respect of any communication link installed between Your website and Our system shall be borne solely by You.
4. The Parties agree that reconciliation of any transaction data for the preceding month shall be made no later than the 10th of each month.
In the event that We reasonably suspect that one or more Transaction(s) may be illegal, unauthorized, fraudulent, or otherwise constitute violate the Agreement or this T&C, or where we are required to do so by Our payment channel partners and/or relevant government institution or judicial authorities or law enforcement agencies, We may refuse to process, suspend and/or postpone settlement for the Transaction, place certain limitations to, impose certain requirements to the Transaction and/or the Account, and require certain supporting documentation or evidence from You and share information related to the Transaction(s) with such payment channel partner, government institution or judicial authorities to the extent necessary to verify the legality and/or assess the risks associated with the Transaction(s). You agree to provide to Us all relevant information and documents within seven (7) calendar days of such request, or any other time period as may be determined in the request. You further agree to assist Us, and will not impede, impair or inhibit Us in anyway, in Our obtainment of such information and documents. You understand and agree that your provision of the requested supporting documentation or evidence or information within the designated – or, if not designated, the reasonable – time period may affect Our, the payment channel partners’, and/or relevant government institutions’ or judicial authorities’ or law enforcement agencies’, and/or Our decision on whether the Transaction can be proceeded. The consequences of any such decision shall be Your sole responsibility.
We covenant that all funds received by Us and/or any of Our Affiliates on Your behalf shall be held for Your sole benefit, and that, save for any expenses, fees, costs or charges You owe to Us in accordance with the Agreement or this T&C or any other written agreement between You and Us or any Losses legally and rightfully incurred by Us as a result of Your actions and/or inactions, We shall not have any rights to any funds we receive on Your behalf.
If you make available tokenized payment or auto-debit feature for E-wallets and Direct Debit (i.e. the feature allowing future E-wallet and Direct Debit Transactions to be charged on pre-determined dates or instantly when initiated by the End-User) for Your End-Users, You are responsible for securing the appropriate consent from Your End-User for future transactions processed using the tokenized payment or auto-debit feature. You shall keep proof of the End-User’s consent and provide such proof to Us upon Our request. You hereby agree to release, hold harmless and indemnify Us and/or the relevant payment channel partner from any claims (including third party claims), demands, loss or any other liabilities in the event any End-User or any third party challenges or disputes the Transaction(s) that We process via the tokenized or auto-debit feature or for Your failure to provide evidence of the End-User consent to Us upon Our request.
You understand and agree that each Bank(s) or payment channel provider may determine its own rules, mechanism, and procedure of Chargeback, Reversal, and/or Refund. You shall be immediately responsible to Us for all Chargeback, Reversal, Refund, regardless of the reason or timing. In Aggregator Method, upon Our receipt of a notification that a Chargeback, Reversal, refund, has been submitted/filed, We may place a hold on the funds in Your Account and deduct your balance which are the subject of the Chargeback, Reversal, refund or otherwise in an amount equal thereto. If You win the Chargeback dispute, we will lift the funds hold. Where any Refund or Reversal is requested, or a Chargeback dispute is either conceded or lost by You, the End-User shall be issued a refund in the amount of the original Charge, a corresponding value of which shall be deducted by Us immediately after the time that such refund is issued directly from the balance in the Pre-Fund Account(s) and Your Dashboard, provided that any failure or delay by Us to deduct such corresponding value shall not constitute or be construed as a waiver of any or all of Our rights to such corresponding value. In the event the balance in the Pre-Fund Account is less than the sum of the value of any Chargebacks, Refunds or Reversals, We will issue a written notice to You for any reimbursement in respect of such Chargebacks, Refunds or Reversals, and You shall make such reimbursement within seven (7) calendar days of receipt of such notice. You acknowledge and agree to bear all Losses in respect of (whether directly or indirectly) any Chargeback, Refund or Reversal and shall fully indemnify Us in respect thereof including but not limited to processing fees paid to Us for each transaction.
Notwithstanding that a transaction is successfully authorized, We are not responsible for or liable to You for any Losses incurred (whether directly or indirectly) in connection with any authorized and completed Charges or Transactions that are later the subject of a Chargeback, Refund, or Reversal, which are submitted without authorization or in error, or in violation of any law, rule or regulation, or these T&Cs or the Agreement.
You shall use Our Services only for transactions occurring on or from the website(s) and/or application(s) that You registered with Us. We shall not be obligated to provide the Services to, may refuse to process, and/or decide to perform a Reversal on, any payment for transactions, or any attempt thereto, that is redirected from third party website, applications, or any other sites that is not registered by You in Our system. The consequences of any such decision shall be Your sole responsibility.

B. Early Settlement Feature

This Clause 4(B) will only apply to You if You use the Early Settlement Feature. Unless specifically agreed otherwise in writing, to the extent You use Early Settlement Feature:

You shall be entitled to enjoy early access to funds that you are entitled to from transactions that have been settled to you but have yet to be collected from payment channel partner(s) as set out in the Agreement, until the lapse of the Early Settlement period set out in the Agreement (“ES Period”), in exchange for an additional fee set out in the Agreement (“ES Fees”).
You may request for Early Settlement of a certain amount on your Dashboard (“ES Amount”). Upon our approval of your request, we will immediately advance an amount equal to the ES Amount to your Dashboard. You hereby agree that the decision to approve or reject your request for Early Settlement is at our sole and absolute discretion. Unless otherwise set out in the Documentation, the settlement timeframe for transactions using Early Settlement feature shall be T+0.
Upon your request for an Early Settlement of an ES Amount, you agree that you shall be deemed to forego your entitlement to the ES Amount that the relevant payment channel partner(s) will settle to you in accordance with the settlement procedure of such partner, and that we shall become entitled to collect such amount to set off against the ES Amount that was supposed to be granted to you (“ES Repayment”).
The aggregate amount of outstanding early settlement transactions applicable to You (i.e. have been settled early by Us, but have not been settled/repaid to Us by the relevant channel partner(s)) shall not exceed the limit set out in the Agreement (“Maximum ES Limit”). ES Repayment shall replenish used portions of the Maximum ES Limit (taking into account any excess amounts that have been settled early) in the corresponding amounts, at the latest within 1 (one) business day thereafter. You acknowledge and accept that We may decline to perform early settlement to transactions which, if settled early, will cause You to exceed the Maximum ES Limit (in which case, your transaction will be processed and settled normally, without using the Early Settlement Feature.).
You understand and agree that once the ES Period lapses, we may decide based on our sole and absolute discretion to continue or discontinue providing Early Settlement to any subsequent transaction(s). For avoidance of doubt, Our continuing to provide Early Settlement to any transaction after the ES Period or in excess of the limit shall not be construed as our commitment to continue providing Early Settlement for any further subsequent transaction(s).
In the event the relevant payment partner refuses to settle the transaction amount for any reason, you agree that you will immediately be responsible to return the ES Amount to us within 5 (five) business days upon demand from us to complete the ES Repayment, and furthermore, you hereby grants to us a power of attorney specifically, any time upon first notification from the payment channel partner that it may not settle the transaction amount, to deduct your Dashboard balance an amount equal to the ES Repayment that should have been received by us.
In the event the First Party finds or has reasonable grounds to suspect that a transaction to be or that has been early-settled pursuant hereto may be fraudulent or otherwise in violation of the Services Agreement, the T&C, and/or applicable laws and regulations, the First Party shall be entitled to decline the Early Settlement request for said transaction or to carry out the necessary preventive and mitigative measures including but not limited to requiring the Second Party to return the relevant ES Amount for said transactions to the First Party or putting on hold certain portion of the Second Party’s Account balance equivalent to the relevant ES Amount with notice to the Second Party.
You understand and agree that any Refunds (as defined in the T&C) shall not affect the operation of the Early Settlement terms herein and shall be dealt with by you separately.
In the event You avail Early Settlement feature for more than one payment channel, You will be subject to the ES Period, Maximum ES Limit, ES Fees, and the billing method applicable to each of those payment channels as set out in the Agreement.

5. CARD PROCESSING SERVICES

In addition to the general terms regarding Collection stipulated herein, any Card Processing Services performed or to be performed by Us on Your behalf are subject always to the following conditions:

Card Processing Services may be provided by Us to You by either or both of the following two methods:
1. the “Aggregator Method”, where We act as the aggregator of the payments, and You use the Card Processing Services through the merchant account and unique merchant identification number(s) (collectively, the “Merchant ID“) of Xendit’s with Our acquiring Bank(s). All third-party processors and authorizing banking institutions upstream of any transactions processed with the Merchant ID(s) will identify such transactions as transactions supported by Us, and subsequently any and all funds from such transactions shall be ultimately deposited into Your merchant account (the “Aggregator Method“); or
2. the “Switcher Method”, where You obtain Your own Merchant ID with Our acquiring partner Banks, or where You already possess Your own Merchant ID which You desire to use for Card Processing Services via Xendit (the “Switcher Method“).
Upon the signing of the Services Agreement, You shall elect the method of Cards Processing Services You will avail of by notifying Us via Instant Messaging Service, e-mail, or otherwise in writing. We are not obligated to commence any Card Processing Service or perform any card Collections on Your behalf until You have elected your preferred method in the manner required in this Clause. You may also request a change of Your elected method of the Cards Processing Services by notifying Us of such change in method via Instant Messaging Service, E-mail or otherwise in writing (except where the situation addressed in Clause 5.3.c hereof applies), which request shall be subject to the review and approval by Us and the acquiring bank.
Where You elect the Aggregator Method:
1. Unless mutually agreed otherwise and You enable auto-withdrawal feature, settlement of all funds received for the transactions supported by the Cards Processing Services shall be made on a T + 7 calendar days basis reckoned from the time the payment was made. All such funds payments due to You shall be totalled and added to Your Dashboard balance, and will then be available for withdrawal or disbursement by You.
2. Save as subject to Clause 2.5 and Clause 13 hereof, and any dispute resolution clause in the Agreement, You shall be entitled to withdraw the funds on Your Dashboard balance at any time. The actual transfer of the balances to the nominated bank account of Yours shall also be subject to terms and conditions imposed by the bank where the account is maintained.
3. We reserve the right and shall have full discretion to convert all Card Processing Services from the Aggregator Method to the Switcher Method. Such conversion will be effected, among others:
  1. When Your total number of transactions supported by the Cards Processing Services exceeds 5,000 (five thousand) transactions per month for 3 (three) consecutive months;
  2. When Your monthly total volume of transactions supported by the Card Processing Services exceeds IDR 500 million; and/or
  3. When Your Chargeback rate or volume of transactions conducted on Your behalf exceeds 0.5% of the total volume processed.
4. The conversion of Card Processing Services method as referred to in subsection (c) above shall always be subject to the approval of the acquiring bank. If the conversion is approved, You shall execute such agreements relating to the conversion to the Switcher Method as may be required by the acquiring bank. Should the conversion fail for any reason whatsoever, We shall not be obligated to maintain the provision of the Card Processing Services under the Aggregator Method, and shall not be liable for any Losses directly or indirectly incurred by You following the termination of the Card Processing Services following such failed conversion.
5. We covenant that, subject to this Clause 5.3, all funds received by Us on Your behalf shall be held for Your benefit, and that, save for any expenses, fees, costs or charges owed by You to Us in accordance with the Price Schedule or any Losses legally and rightfully incurred by Us as a result of Your actions, as determined in accordance with Clause 2.5 and Clause 13 hereof, and any dispute resolution clause in the Agreement, We shall not have any rights to any funds received on Your behalf.
6. Where You engage Our Card Processing Services to receive recurring payments or implement subscription billing, You acknowledge and agree that We shall have the right to cancel any subscription in respect of any card upon receipt of a Chargeback request on such card immediately with written notice. We shall not be responsible or liable for any Losses incurred by You in respect of or in connection with such cancellation in accordance with this T&C. Further, We shall not be responsible for the re-subscription of such card, which shall be Your sole responsibility.
Where You elect the Switcher Method:
1. Upon Your request, We may, but shall not be obligated to, assist with Your application of Merchant ID to the partner banks. Such assistance may be in the form of:
  1. Collection and submission of Your company documents to the relevant bank;
  2. Negotiation of pricing terms;
  3. Completion of any Merchant ID application forms for You; and/or
  4. Liaising with the relevant bank to provide other information as required by such bank.
    For the avoidance of doubt, notwithstanding anything contained in this Clause 5.4(a), We shall have sole and absolute discretion in respect of the manner in which We may assist in Your application for a Merchant ID and may vary the list above in any way and at any time as We deem fit.
2. Settlement of all funds received into Your merchant account shall be done directly with the appointed acquiring bank with whom such account is opened and all matters in respect of such settlement shall be determined solely by such appointed acquiring bank. We shall not be responsible (whether directly or indirectly) for any matter in respect of settlement, which shall be managed solely between You and the appointed acquiring bank, and We shall not be liable to You for any Losses incurred (whether directly or indirectly) in respect thereof.
3. You acknowledge and agree that the relevant bank shall have sole and final decision whether to approve or reject Your Merchant ID application, and that Xendit shall not be responsible for such decision or for any Losses incurred (whether directly or indirectly) by You in respect of any rejection.
You agree that when You avail of the the Card Processing Services under either the Aggregator Method or Switcher Method, You shall always be subject to the terms and conditions of the appointed acquiring banks where the merchant account of Xendit (in Aggregator Method context) and/or Your merchant account (in Switcher Method context) is created and maintained, which terms and conditions thereto are incorporated herein by this reference.
You acknowledge, agree and covenant that, when accepting card payments, You will comply with all guidelines, bylaws, rules, and regulations imposed by any bank, money services business, payment network, or other financial intermediary that operates payment networks supported by Xendit (including the payment card network operating rules for Visa, MasterCard, JCB, American Express, UnionPay or any other networks involved in the Card Processing Services) (the “Network Rules”) applicable to merchants. You acknowledge, accept, and covenant to comply with all Network Rules, including all prohibitions on (i) providing cash refunds for a Charge on a credit card, unless required by any law, rule or regulation, (ii) accepting cash, its equivalent, or any other item of value for a Refund, (iii) acting as a payment intermediary or aggregator, or otherwise reselling Card Processing Services on behalf of others, (iv) submitting what You or any of Your respective directors, officers, employees or representatives believe or know to be a fraudulent Charge, or (v) using Card Processing Services in a manner that is an abuse of the networks of any bank, money services business, payment network, or other financial intermediary or a violation of the Network Rules. The payment card networks may amend the Network Rules at any time without notice, and, in such event, We reserve the right to amend the Card Processing Services and the relevant Conditions relating thereto at any time to comply with the Network Rules.
You acknowledge and agree, and covenant to maintain a direct relationship with each of Your End-Users and shall be responsible for: (i) acquiring appropriate consent to submit Charges through the Card Processing Services on behalf of each End-User; (ii) providing confirmation or receipts to End-Users for each Charge; (iii) verifying the identity of each End-User; and (iv) determining an End-User’s eligibility and authority to complete all transactions between You and such End-User. Further, You acknowledge that a Charge approval by the Network does not warrant the authenticity of the Charge or the authenticity of the Cardholder, the confirmation of which remains Your sole responsibility.
In addition to the provisions of Clause 4.A.9 herein, in the event the Chargeback exceeds threshold that may be applied by the acquiring bank and/or including but not limited to the payment card network operating rules for Visa, MasterCard, JCB, American Express, UnionPay or any other networks involved in the Card Processing Services (“High Chargeback”), notwithstanding all other liability related to Chargeback under this T&C, You shall be responsible for any fines/penalty that may arise from Us and/or appointed acquiring banks, and for avoidance of doubt You agree We may deduct Your balances in Your Dashboard in the amount of the fines/penalty.
In relation to Clauses 4.A.9 and 5.9, in the event that a termination of Cards Processing Services is initiated by either Party with or without cause, We reserve the right to settle cards payment to You within one hundred eighty (180) calendar days of either Party sending such termination notice to the other Party.
You hereby agree that We are not obligated to assist You in any claims or disputes against any End-User. Nonetheless, should We agree to facilitate You in disputing any claims made by an End-User, financial institution or other entity in respect of a Chargeback or Reversal, You (i) acknowledge that We do not make any representation or guarantee that the dispute will be successful for You, and any result of the dispute is solely at the discretion of the relevant financial institution and (ii) agree and covenant to provide all information, data and documentation necessary (in Our sole determination) in relation to the dispute within seven (7) calendar days of Our request for such information, data and documentation. Where a dispute is entirely or partially successful, the relevant financial institution may credit funds associated with the Charge that is the subject of the Chargeback or Reversal (or a portion thereof) to Our merchant account (in Aggregator Method) or Your merchant account (in Switcher Method).
We reserve the right and have full discretion to suspend or terminate the provision of Services to You where the aggregate Chargeback rate of the transactions conducted by You or by Us on Your behalf exceeds 0.5%. We further reserve the right and have full discretion to terminate or suspend the provision of Card Processing Services to You should You fail to manage Chargebacks in a timely and effective manner with the End-Users (as determined in Our sole discretion). We shall not be liable for any Losses incurred (whether directly or indirectly) by You in connection with the suspension or termination of Services (including the Card Processing Services) to You pursuant to this Clause 5.12.
We reserve the right to share the information provided by You to identify the nature of the products or services with any bank, money services business, payment network, or other financial intermediary, which includes the assignment of Your business activities to a particular payment network merchant category code (MCC).
You acknowledge and understand that Personal Data (as defined in the Privacy Policy) may be transferred overseas in order for Us to provide the Services, and You warrant to Us that You will provide all necessary disclosures and/or obtain all necessary consents for such transfer of Personal Data overseas.
You are advised to keep records or proof of trading, delivery of goods and/or services and receipt of payment such as tax invoices, delivery slips, receipts, and other documents that can be used to prove Your entitlement to receive payments, as evidence in case of disputes. You acknowledge and affirm that You are solely responsible for maintaining complete backup records of all information relating to orders, inquiries and purchases and any information submitted to Us for the purpose of providing the Services. You acknowledge that insufficient record or proof of donation may increase the risk that You may be unable to successfully defend any requested chargebacks, reversals, refunds and refusals and agree that You shall be responsible for all such risks and all losses, damages, costs and liabilities arising therefrom.

6. FOREIGN EXCHANGE SERVICES

Any foreign exchange transactions performed or to be performed for Your benefit shall use the services of a FX Trader, placing Us as an intermediary between You and the FX Trader, subject always to the following conditions:

Power of Attorney: You will grant a special power of attorney to Us to implement each Foreign Exchange transaction service requested by you.
Right to Suspend Foreign Exchange Services Immediately: We may immediately suspend the provision of the foreign exchange services for any duration by providing a written notification 24 (twenty four) hours in advance on Our website, via Instant Messaging Services, electronic mail transmission, and/or messages via APIs, if in Our sole opinion, the following changes, occurrences or combinations thereof is likely to effect a material change in currency exchange rates:
1. monetary;
2. political (including, but not limited to, changes by reason of military action);
3. financial (including, but not limited to, stock market conditions, currency exchange conditions in any of the financial markets and interest rates);
4. economic conditions, in Indonesia or internationally (including changes or developments in stock, bond, money, loan syndication and interest rate markers); or
5. exchange control in Indonesia, internationally, or any other jurisdiction relevant to the conversion of currencies; or
6. the occurrence of any combination of any such changes or developments.
No Reconversions: You acknowledge, agree and understand that all conversions are final and irrevocable. No reconversions shall be made by Us and the FX Trader of any amount that has already been converted by Us and the FX Trader for You.
Right to Cancel Quote: Prior to the completion of any foreign exchange transaction and/or execution of any conversion, where such completion and/or execution will lead to or is likely to lead to an adverse effect on Us (in each case, to be determined in Our sole discretion), We shall be entitled to (i) refuse to complete any foreign exchange transaction based on any quoted exchange rate by the FX Trader and to respond to You with an error message or with new quotes, or (ii) cancel any foreign exchange transaction and refuse to execute any conversion based on any quote confirmed pursuant to such foreign exchange transaction, and to respond to You with a failure message or with new quotes. For such reasons, We and the FX Trader shall not be liable for any Losses incurred by you in respect of such refusal to complete such transaction and/or execute such conversion.

7. XENPLATFORM FEATURE

This Section will only apply to You if You use xenPlatform Feature. Unless specifically agreed otherwise in writing, to the extent You use xenPlatform Feature:

the xenPlatform Feature rates set forth in https://www.xendit.co/en/pricing/ becomes applicable to You.
You undertake to perform the required Know-Your-Customer (KYC) and Customer Due Diligence (CDD) measures on every prospective of Your Merchant(s). To this end, You commit to implement acceptable KYC and CDD processes conforming to applicable regulatory requirements and industry standards, or as deemed fit by Us.
You undertake to and commit that You shall have an appropriate agreement with each of Your Merchant(s) for the availment of the Services, to ensure that every of Your Merchant complies with the provisions of these T&C. The said agreement shall have clauses and provisions aligned with these T&C and Your Agreement with Us, as deemed fit by Us and shall only be effective for as long as this Agreement remains valid. In addition, You shall ensure that copies of its agreements with Your Merchant(s) shall be available for inspection upon request of Us.
You shall be responsible for ensuring that each of Your Merchants: (a) acknowledges and complies with the provisions of these T&Cs, (b) acknowledges and consents that certain Confidential Information may be transmitted to Us and Our affiliates for the availment of the Service and (c) is well informed on limitation of the Partner Account features (in the event that Your Merchant is a Partner Account holder).
You promise, acknowledge and shall be responsible for the management of the Partner Account Dashboards including usage of the features as well as any costs, charges, expenses, reimbursement that arises from using the Services, including the Dashboard balance management provided to the Platform Account from time to time.
In the event a dispute were to arise between You and Partner Account holder pursuant to Clause 7.5 above, You shall not hold Us liable, responsible and shall defend, hold harmless and indemnify Us from any claim, cause of action, costs, expenses, losses, liabilities, damages, and obligations in relation to the legal relationship and dispute between You and the Partner Account holder(s) as well as related third party.

8. SECURITY AND FRAUD

You shall at all times maintain and adhere to all reasonable security measures to protect Your Computer Systems and the data contained therein from unauthorized control, tampering, or any other unauthorized access and comply with all applicable laws, rules and regulations and (where applicable) card company rules, including, without limitation, the Payment Card Industry Data Security Standard. For the purposes of this Clause, “Your Computer Systems” shall mean the computer systems operated by You or on Your behalf that capture or store End-User data or that transmit End-User data to Us.
You agree to provide to Us the evidence of Your compliance with the provisions of paragraph 1 of this Clause, upon request from Us. Failure to provide evidence of such compliance to Our satisfaction may result in the suspension of Services or termination of the Agreement.
We may provide or suggest best practices for implementation to help prevent losses and ensure the smoothest experience in using the Services. These suggestions include but are not limited to:
1. Enable “PFDS Whitelist” feature on the Services provided by Us;
2. Adequately IP Whitelist by limiting and controlling access of Our Services only to trusted users;
3. Replace API access keys on a regular basis in accordance with industry standards and regulatory requirements;
4. Enable Dashboard 2-Factor Authentication (2FA); and/or
5. Secure API key, PIN, password, or other authentication mechanism used to log in to Dashboard or transact via API.
  You agree to review all the best practices that We suggest and You shall choose those that are appropriate for Your business, and independently implement other security procedures and control not provided by Us.
The onus is on You to review all security controls provided or suggested by Us and to determine if such security controls are sufficient or appropriate for its purposes and, where appropriate, independently implement other security procedures and controls not provided by Us. We do not represent, warrant or guarantee that You or any End-User will never become victims of fraud.
We and Our Affiliates shall not be liable to You or responsible for any financial or non-financial, direct or indirect Losses or any other consequences of fraud, does not and will not insure You against any Losses caused by fraud , regardless whether Your obligations in this Clause have been followed and/or whether best practice recommendations or security controls suggested by Us as referred to in the above Clause have been followed.
We may assist You with any investigations with law enforcement to recover lost funds. You agree that such assistance shall not be construed as any assumption of responsibility or liability by Us.
We may provide You with subjective data regarding the possibility or likelihood that a transaction may be fraudulent, which will require action or review by You. We may also incorporate action or inaction against You into any future subjective scoring when identifying future potential fraud. However, You acknowledge and agree that You are solely responsible for any action(s) that You may choose to take (or otherwise) in relation to such data, and for providing inaccurate or incorrect information to Us. We do not represent, warrant or guarantee that such subjective data will be accurate in detecting fraud in all instances, and shall not be liable for any Losses incurred in respect of any fraudulent transaction undetected by the subjective data provided to You.
In the event We receive information from our payment channel partners, regulator or law enforcement authorities, any End-User or the public of an indication or allegation of fraudulent activities, scams, and/or any unlawful or illegal activities by You or any Sub-Merchant or End-User associated with Your Account, in addition to and notwithstanding any other rights We may have under these T&Cs or the Service Agreement, We may require You to (i) carry out periodic and/or incidental reviews on the relevant transactions, Sub-merchant or End-User, (ii) provide information on any action, response or settlement you may have performed towards or in relation to such activities, (iii) provide a written action plan to address the reported activities as well as overall risk management plan within a reasonable time period on case-by-case basis, and (iv) keep Us informed on the implementation of said plans. Failure to comply with this requirement may result in suspension or termination of Our Services to You or the relevant Sub-Merchant, in accordance with the terms thereof under the relevant Services Agreement or Terms and Conditions.

9. LICENSE AND INTELLECTUAL PROPERTY

Subject to the terms of these T&C, We hereby grant You with, and You hereby accept from Us a personal, limited, non-exclusive, non-transferable license and right to use Our API and accompanying Documentation for the following purposes:
1. install and use the API on as many machines as reasonably necessary (which machines are and shall be maintained in facilities owned, occupied, or leased by You) to use the Services for the purpose of conducting transactions with Your End-Users;
2. use the accompanying Documentation solely for the purpose of using the APIs and Services; and
3. create any necessary number of copies of the API and Documentation, with all copyright notices intact, for archival purposes only.
Subject to the terms of these T&C, We hereby grant You a limited, non-exclusive, non-transferable royalty-free license to use Our trademarks and service marks (collectively the “Advertising Materials“); provided that You agree to change, at Your expense, any Advertising Materials which We, in Our sole judgment, determine to be inaccurate, objectionable, misleading, or a misuse of Our trademarks and/or service marks. You, upon our written demand, shall immediately cease the use of any Advertising Materials that We deem to be in violation of this Clause 9.2. Notwithstanding any provision in these T&C to the contrary, such license shall be revoked immediately and automatically upon termination of the Agreement. You will not add to, delete from, or modify any Advertising Materials, Documentation or forms that We have provided without Our prior written consent.
You acknowledge and agree that except for the rights and licenses expressly granted to You in these T&C, as between You and Us, We shall retain all right, title and interest in and to the Services, APIs, Documentation, and any derivatives of the foregoing (the “Our IP“); and, nothing contained in the Agreement or these T&C shall be construed as conferring upon You by implication, operation of law, estoppel, or otherwise, any other license or right. You shall not: (i) use, reproduce, distribute, or permit others to use, reproduce, or distribute any of Our IP for any purpose other than as specified in these T&C; (ii) make Our IP available to unauthorized third parties; (iii) rent, electronically distribute, timeshare, or market Our IP by interactive cable, remote processing services, service bureau or otherwise; or, (iv) directly or indirectly modify, reverse engineer, decompile, disassemble, or derive source code from any of Our IP.
In the event You violate any provisions in this Clause 9, We are entitled to perform any means We deem necessary towards You to protect Our interests, including but not limited to suspension and/or termination of the Services. Furthermore, You hereby agree to be fully liable for any Losses, damages, consequences, lawsuits, claims, and any legal accountability arising from or in connection with such violation.
You acknowledge and agree to give Us permission to use Your name, logo, trademark on Our website for any lawful purposes, including marketing purposes.

10. REPRESENTATIONS AND WARRANTIES

In addition to any other representations and warranties as may be contained in the Agreement, Our representations and warranties shall be as follows:
1. We comply and will continue to comply with all applicable laws and regulations, and We have obtained and will continue to maintain all requisite approvals, licenses, and authorisations from relevant government institutions, with respect to Our conduct of business and provision of Our Services;
2. The Services and APIs provided to You hereunder will conform to the specifications set forth in the applicable Documentation, as may be amended from time to time at Our sole and absolute discretion, and in the Agreement.
3. We will remain compliant with all applicable laws, rules and regulations and (where applicable) card company rules governing the security of End-User data, including, without limitation, the Payment Card Industry Data Security Standard.
4. We will not use or disclose unique, non-public End-User data submitted by You (including your Personal Data) except as reasonably necessary (i) to provide the Services to You hereunder, (ii) to provide fraud screen and transaction risk services generally without disclosing personally identifiable End-User information, or, (iii) as otherwise described, permitted or required by Our Privacy Policy or the law.
If You discover that any products, services, or deliverables are not in conformity with the representations and warranties set forth in paragraph 1.b of this Clause and reports such non-conformity Us, We will, at Our discretion, (i) exercise commercially reasonable efforts to correct the non-conformity at no additional charge to You, or (ii) refund the fees paid for the non-conforming products, services, or deliverables during the ninety (90) day period preceding Your discovery of such non-conformity. The remedy stated in this paragraph constitutes Your sole and exclusive remedy and Our entire liability with respect to the representations and warranties set out in paragraph 1 of this Clause.
The warranties set out in paragraph 1 and remedies set out in paragraph 2 of this Clause will not apply if: (i) any of Our Services are used in material variation with the Agreement, these T&Cs or the applicable Documentation; (ii) any products, services, or deliverables licensed hereunder or any part thereof have been modified without Our prior written consent; or, (iii) a defect in any products, services, or deliverables provided hereunder has been caused by any of Your malfunctioning equipment or third party software.
In addition to any other representations and warranties as may be contained in the Agreement, Your representations and warranties shall be as follows:
1. (i) all documents and information including but not limited to Your legal documents, business name/s, business purpose and operations, information about Your operational website, which You have submitted and provided Us with during the account registration process are all legitimate, true and actually used by You for purposes of using Our services; (ii) Unless agreed otherwise in writing, You shall provide Us with a written notification if You change the type of business and / or type of goods or services You offer no later than five (5) working days after the change occurs. In the event that You do not fulfill this obligation, all consequences including losses, if any, arising therefrom shall be Your responsibility entirely; (iii) You have all the necessary rights, power and ability to execute the Agreement and to perform Your obligations thereof (including but not limited to these T&C); (ii) any authorization or approval from any third party that may be required in connection with Your execution, delivery or performance of the Agreement have been duly obtained; (iii) the Agreement constitutes a legal, valid and binding obligation, enforceable against You in accordance with its terms, and does not breach any other agreement by which You are bound; (iv) Your use of the Services is solely for the purpose of legitimate transactions and business activities in compliance with all applicable laws, rules and regulations and (v) You comply and will continue to comply with all applicable laws and regulations, and has obtained and will continue to maintain all requisite approvals, licenses, and authorisations from relevant government institutions, with respect to Your conduct of business and Your use of the Services.
2. Your installation, configuration, and use of the Services and the APIs shall conform to the specifications set forth in the applicable Documentation and the terms of the Agreement and in particular (where applicable) the specifications set forth in the Documentation or any other terms and conditions by any of the third-party licensors of Us, as shall be stipulated by Us and which are incorporated herein by this reference.
3. prior to transmitting End-User information to Us, You will provide all required disclosures and/or obtain all required consents from the relevant End-User regarding the intended disclosures and uses of the End-User data.
4. (i) You have all necessary rights and authorizations to sell or distribute products or services for which You are using the Services, and (ii) none of Your products infringe or violate the Intellectual Property rights of any third party and does not and will not contain any content which violates any applicable law, regulation or third party right.
5. You comply with all applicable laws and restrictions and that none of Your products or services are exported or imported from and that You have not engaged in and are not now engaging in any dealings with (i) any country or any person, national or company belonging to any country to which the U.N impose product embargo and/or international sanction list such as US Consolidated Sanction, OFAC Specially Designated Nationals, EU Financial Sanctions, UK Financial Sanctions, Interpol Wanted List, and other applicable sanction list (ii) any country or any person, national or company that is on the FATF blacklist.
6. You have not engaged in and are not now engaging in any action in furtherance of an offer, payment, promise to pay, or authorisation or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and You have conducted Your business in compliance with the applicable anti-corruption anti-bribery laws.
7. Your operations are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in the Republic of Indonesia and all other jurisdictions in which You conducts business or operations, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or proceeding by or before any court or governmental agency (collectively, “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving You with respect to Money Laundering Laws.
8. any goods or services that is sold or rendered by You and Your Merchants to End-Users shall be delivered or rendered accordingly based on Your or Your Merchant’s promises to the End-User and that You shall not hold Us and Our Affiliates responsible nor liable for Your or Your Merchant’s relationship with End-User.

11. RESTRICTED BUSINESSES

The following business categories and practices are restricted from using Our Services (“Restricted Businesses”). Restricted Business categories may change from time to time due to changes in legislation or restrictions imposed by Our partners, where We may unilaterally change it without prior notification to You. In certain cases, businesses listed below may be eligible for processing with explicit prior approval from Us. The type of businesses listed in the right column are representative, but not exhaustive. If You are not certain as to whether Your business is classified as a Restricted Business, or have questions about how these requirements apply, please contact Us.
You legally acknowledge and agree that You will not use the Service to accept payment in connection with the following businesses, business activities, or business practices, or transaction, unless with prior written approval from Us:

Infringement of Intellectual Property
Intellectual property or proprietary rights infringement	Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party;
Counterfeit or unauthorized goods	Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported
Import of prohibited and restricted Goods to Indonesia*
Printing Materials	Books, magazines, newspaper and similar materials, leafter, brochures that are printed in the Indonesian language, dialects in Indonesia or Chinese; offset printout goods made of paper for cigarette packaging or drugs packaging in the Indonesian language or foreign.
Certain Chemicals	Derivatives products that contains Halogen substitute and its salt, Pesticide, polimer etilena/stirena/vinyl chloride
Used Clothes	Excluding personal hand carry clothes
Export of prohibited and restricted Goods from Indonesia
Agriculture, Forestry, fishery & maritime, industrial and mining products	Natural rubber technical specification (TSNR) or Indonesian Standard Rubber (SRI) that does not satisfy the Indonesian National Standard (SNI); Natural rubber in other form other than Smoked Sheet and TSNR (SIR), Certain Timber and Rattan Products; Certain Fish (Scleropages Formosus and Schleropages jardini, Botia Macracantha, Cheilinus undulatus Ruppell, Anguilla spp, penaeus monodon, penaeus merguiensis, penaeus japonicus, Macrobrachium rosenbergii); ferrous and residual scrap; iron or steel remelted ingots; Tin ore, tin slag, tailing, precious stone excluding diamonds and semi precious stone, precious stone or semi synthetic precious stone,
Endangered Species listed on CITES	Mammals (primates, whales, dolphins, porpoises, elephants, rhinoceros, tigers, honey bear, skunk, porcupine, Orangutan Blood, Sumatra Goat), Aves (Eagle, cockatoo, parrot, cassowary, cendrawasih, etc), Reptile (turtle, snake, crocodiles, monitor lizards; crocodile’s bile, genitals, teeth and blood) Insects (certain butterly), Fish (Red Arwana, Coelacanth, Belida, Sentani Shark, Sentani Stingray, cave wader, etc) Bivalviax (Coconut crab, cassis cornuta, giant kima) Orchidaceae, Nephentaceae & Palmae (Certain orchids and palm trees), Dipterocarpaceae (Tengkawang plants and seeds), Rafflesiaceae
Cultural heritage	Artifacts, cultural heritage building/structure that are > 50 years or that represent a certain era that are at least 50 years old and has a special meaning for history, science, education, religion and/or culture which has high cultural values for strengthening national identity;
Printing Materials	Books, magazines, news paper and similar materials, leafter, brochures that are printed in the Indonesian language, dialects in Indonesia or Chinese; offset printout goods made of paper for cigarette packaging or drugs packaging in the Indonesian language or foreign.
Goods and services that violates Legislation
Gambling	Lotteries; bidding fee auctions; sports forecasting or odds making; sweepstakes; games of chance (Roulette, craps, slot machine and alike); casino games (Keno, Pi Gow Poker, Slots, Black Jack (21), Poker and alike)
Adult content and services	Pornography and other obscene materials (including literature, imagery and other media); sexually oriented toys or products; sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features, mail-order brides, explicit dating sites
Firearms and explosives materials	The sale, distribution, import, export of firearms, its ammunitions and explosives materials
Psychotropic & Recreational Drugs	Unlawful sales, distribution, production, import and export of Category 1 drugs (Papaver Somniferum L, raw opium, cooked opium, cocca plants, cocca leaves, raw cocaine, cocaine, cannabis sativa, methamphetamine, and alike); Category 2 drugs (alphacetylmethadol, betamethadol, dextromoramide, hydromorphone, trimeperidine, and alike); Category 3 drugs (Acetyldihydrocodeine, ethylmorphine, propiram, and alike); drugs precursors
Virtual currency	Virtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); sale of stored value or credits maintained, accepted and issued by anyone other than the seller, unless in accordance with any applicable law or regulation or rule of authorized regulatory body.

* legislation may change from time to time, from the first time this list was created.

12. DISCLAIMERS

Except as expressly set forth in the Agreement or these T&C, the products and services provided hereunder are provided “as is” with all faults and without any representations or warranties. The entire risk as to satisfactory quality, performance, accuracy, and effort is with You. This disclaimer of warranty extends to the End-User and users of the End-User’s products and services, is in lieu of all warranties and conditions whether express, implied, or statutory, and We hereby specifically exclude, to the fullest extent permitted by law, any representations, conditions or warranties, express or implied, regarding any of Our products or services, including the implied warranties of merchantability, fitness for particular purpose, title, and non-infringement with respect to the products and services, and any implied warranties arising from the course of dealing or course of performance.
You acknowledge that We are not a financial institution. Each of Us and our Affiliates is responsible only for transmitting data and/or facilitating fund transfer to effect or direct certain payments, payment authorizations or money services and is not responsible for the action or inaction of any third party, including but not limited to (a) the operation of the websites of internet service providers (“ISPs“), banks, financial processors, or other financial institutions, (b) the availability or the operation of the operating systems of ISPs, banks, financial processors or other financial institutions, and shall not be liable for any financial or non-financial (whether direct or indirect) Losses or any other consequences suffered or incurred by You in respect of any errors, omissions, failure, delay or breakdown of any ISPs, banks, financial processors or financial institutions.
You acknowledge and affirm that You shall bear all collection risk, including without limitation, (where applicable) credit card fraud and any other type of fraud, with respect to sales of Your products or services.
You acknowledge and affirm that We shall not be responsible for recognizing any particular purchase, sale, donation, order, or other transaction (each a “Transaction“) with respect whether it is accurate or correct, or typical for Your business. You shall be solely responsible for recognizing whether a Transaction initiated by an End-User is erroneous or suspicious (including, but not limited to, unusual or large purchases, or an atypical request for delivery to a foreign country). You acknowledge and agree that it shall make reasonable checks on Transactions which appear suspicious and/or erroneous and, if necessary, contact an End-User in relation to such suspicious or erroneous Transaction before fulfilling or completing the Transaction. You are solely responsible for any Losses incurred due to erroneous or fraudulent Transactions in connection with Your use of the Services, and We shall not have any responsibility or liability in respect of the same whatsoever.
You acknowledge and affirm that We shall not be liable for the download and use of the Services in a rooted or jail-broken device and such use of any rooted or jail-broken device is entirely at Your own risk. You understand and agree that We shall not liable for any losses or any other consequences suffered or incurred by You as a result of using the Services on rooted or jail-broken device and We have the discretion to suspend the use of the Services on rooted or jail-broken device and block such rooted or jail-broken device from using the Services.
You shall only use the Services for legitimate transactions with Your End-Users. You shall be responsible for Your relationship with Your End-Users, and We and Our Affiliates do not make any representation, warranty, or statement in relation to and shall not be responsible or liable in any manner whatsoever for the nature, quality, authenticity, fitness, or any other aspects of the products or services publicized or sold by you, or purchased by the End-Users from You using the Services; or if You accept donations, for Your communication to End-Users of the intended use of such donations. You acknowledge and affirm that You are solely responsible for the nature and quality of the products or services provided by You, and for delivery, support, refunds, returns, and for any other ancillary services provided by You to the End-Users, and that We and Our Affiliates shall not have any responsibility or liability in respect of the same whatsoever. We reserve the right to terminate the Services and the Agreement immediately upon reasonable suspicion that You are engaged in any illegitimate transaction(s) with Your End-Users and/or illegitimate business and shall not be responsible or liable for any Losses incurred in respect thereof or in connection therewith by any person (including, without limitation, You and/or any End-User) whatsoever.
You understand and agree (i) that neither We nor Our third-party licensors can guarantee the accuracy of tax rates obtained from taxing authorities, and, (ii) that You bear the ultimate responsibility for the proper payment of taxes applicable to Your sale of products or services.

13. INDEMNIFICATION AND LIABILITY

Our Indemnity: Without prejudice to any other provision in this T&C and/or the Agreement, We shall defend, hold harmless and indemnify, at Our expense, You, Your affiliates and each of Your respective officers, directors, employees, and the successors and assigns of the foregoing (each, “Your Indemnified Party“) against any third party legal cause of action, claim, suit, proceeding or regulatory action brought against Your Indemnified Party and any related Losses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by Your Indemnified Party, to the extent that such cause of action is based upon a claim that any of Our services or products infringe a copyright, patent, trade secret, or other intellectual property rights of a third party. Should any of Our products or services become, or in Our reasonable opinion is highly likely to become, the subject of a claim of intellectual property infringement, We may, at Our option: (i) obtain the right for You and Your Customers to continue using the products or services; (ii) replace or modify Our products and services so it is no longer infringing or reduces the likelihood that it will be determined to be infringing; or (iii) if neither of the foregoing options is commercially reasonable, terminate the Agreement.
Your Indemnity: You shall defend, hold harmless and indemnify, at Your own expense, Us, Our affiliates and each of their respective directors, officers, employees and representatives, and the successors and assigns of the foregoing (each, a “Our Indemnified Party“) against any third party legal cause of action, claim, suit, proceeding or regulatory action brought against Our Indemnified Party and any related Losses, damages, liability, costs and expenses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by Our Indemnified Party, to the extent that such cause of action is based on or arising from (i) any of Your services or products that infringe a copyright, patent, trade secret, or other intellectual property rights of a third party; (ii) a breach by You of any of the terms, conditions, representations and warranties set forth in the Agreement and these T&C; or (iii) Your or an End-User’s use of the Services that are inconsistent with any of the terms of the Agreement or these T&C or that violate any data protection laws, Network Rules, or any other applicable law, rule or regulation.
The Party from whom indemnification is being sought (the “Indemnifying Party“) will indemnify the Party seeking indemnification (the “Indemnified Party“) from a claim provided that the Indemnified Party notifies the Indemnifying Party in writing promptly and in any event not later than three (3) business days after the Indemnified Party becomes aware of such claim (provided that the failure to so notify shall not affect the Indemnified Party’s rights to indemnification hereunder unless, and then only to the extent that, the Indemnifying Party has been actually prejudiced thereby). The Indemnifying Party may not agree to any settlement that involves injunctive or equitable relief affecting the Indemnified Party or admission of liability by the Indemnified Party without obtaining the Indemnified Party’s prior written consent.
You acknowledge and agree that We and each of Our Affiliates shall not be liable for any Losses incurred by You or otherwise responsible in any respect, and that You shall be liable for any Losses incurred by Us and each of Our Affiliates, arising out of:
1. any over-payment, payment error, refund or other invalid payment caused by You or Your End-Users (collectively, “Invalid Payment“);
2. any error, default, negligence, misconduct, disabling or non-observance of security features by You, including failure to comply with Clause 8.1;
3. fraud by You or any of Your Merchants, including any of their respective employees, directors, officers, representatives or anyone acting on behalf of You or Your Merchants;
4. when lost or stolen payment credentials or accounts are used to purchase products or services from You;
5. when there has been a compromise of Your username or password or any other unauthorized use or modification of Your account on Our platform;
6. Your failure to comply with terms of the Agreement or thisT&C;
7. Our products or serviceswhich have been modified by parties other than Us;
8. Your or any of Your Merchants’ use of Our products or services in conjunction with data where use of such data gave rise to an infringement claim;
9. any failure from You to install upgrades or patches provided by Us where such upgrade or patch would have avoided such Losses;
10. Your use of Our products or services in a manner inconsistent with the Documentation;
11. Your use of Our products or services with software or hardware not authorized by Us;
12. any absence of or deficiency in any license or permit in respect of Your business activities and operations;
13. to any claim related to any infringement of any intellectual property committed by you;
14. any other Losses, fines, penalties, claims (including, inter alia, legal and professional adviser costs), and damages suffered or incurred by Your as a result of any tort (including, inter alia, negligence and misrepresentation), breach of statutory duty, fraud, fraudulent misrepresentation, wilful damage to property or person or any other wilful or unlawful misconduct, in each case, attributable to or caused by You or any of Your employees, directors, officers, representatives, agents or affiliates; and
15. Your or any of Your Merchants’ failure to comply with its obligations with respect to any Transaction vis-a-vis any End-User.
In the event We incur Losses as referred to in paragraph 4 of this Clause, we may:
1. deduct the Losses amounts in question from the balance in Your Dashboard immediately and without objection or refusal by You, or
2. in the event of insufficient balance in the Dashboard, we shall issue a written notice to You to request any reimbursement of said Losses amounts, and You shall make such reimbursement within seven (7) calendar days of receipt of such notice;.
  
  provided always that any delay or inaction by Us to make such deduction or send such notice shall not constitute or be construed as a waiver of any or all of Our rights in relation to such Losses to which we are entitled.
Under no circumstances (i) shall we nor any of Our third-party licensors be liable to You for indirect, incidental, consequential, special or exemplary damages or Losses suffered or incurred (even if We or any of Our third-party licensors has been advised of the possibility of such damages and regardless whether each of them knew or had reason to know of the possibility of the loss, injury or damage in question), such as, but not limited to, loss of revenue, profits, goodwill or business, anticipated savings, loss of reputation, costs of delay, costs of lost or damaged data or documentation, or such party’s liabilities to third parties of any nature arising from any source; nor (ii) shall the entire liability of Us or any of Our third-party licensors to You with respect to the Agreement or any subject matter thereof, these T&C or the Services under any contract, tort, negligence, strict liability or other legal or equitable theory, exceed the fees paid or payable to Us by You under the Agreement or, in the case of a dispute involving Our third-party licensor, the fees paid or payable to such third-party licensor during the six (6) months period immediately prior to the date the cause of action arise.
The exclusions and limitations of this Clause 13 do not apply to obligations hereunder regarding indemnification for infringement of third party intellectual property rights by You or for liability arising from the bodily injury or death of a person by any Party.

14. YOUR INFORMATION

At any time during the term of the Agreement and Your use of the Services, We and/or our payment channel partners may require additional information from You to verify beneficial ownership or control of the business, validate information provided by You, verify You or Your Representative’s identity, and assess the risk associated with Your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to Your business, Your beneficial owners or principals. Your failure to provide this information or material may result in the suspension or termination of Your Account.
Should you desire to further utilize the lending and/or multi-financing services offered by any of Our affiliates, You hereby authorize Us to request and/or retrieve information about Your credit history from Our service providers and/or other third parties including credit reporting agencies and information bureaus and You shall authorize and direct such third parties to compile and provide such information to Us and Our partners that may be involved in providing such Services to You.
You acknowledge that We and/or our payment channel partners may use Your information to verify any other information You provide to Us, and that any information so collected may affect Our and/or our payment channel partners’ assessment of Your overall risk to Our business and systems. You acknowledge that in some cases, such information may lead to Xendit placing certain restrictions to Your use of the Services or suspension or termination of Your Account. We may periodically update this information as part of Your underwriting criteria and risk analysis procedures.
You shall keep Your User Information in your Account current and properly updated for as long as You use Our Services and/or maintain an Account with Us. In the event of any change to Your User Information, or upon Our request, you shall provide the most current User Information in a form satisfactory to Us. You understand and agree that We may rely on such updated information as You provide to us in continuing to provide Our Services to You. Failure to update such information may result, among others, in limitation of Our Services as we deem reasonably necessary. We are not responsible for any losses that may arise from or in relation to Your failure to provide Your most updated and accurate information to Us.
Should You wish to additionally avail the services provided by Our affiliates whether in the same or other jurisdiction, You hereby acknowledge and give Your explicit consent for Us to share to such Affiliate(s) Your Know-Your-Customer and Customer Identification You have provided Us with when You signed up for an Account with Us, and for such Affiliate to store and process such documents and information for the purpose of providing the requested Services and in accordance with any terms and conditions and privacy policies of said Affiliate. You further acknowledge that Our respective affiliate(s) in said jurisdiction may request and/ or ask for other information and/or documents for the conduct of customer due diligence required by applicable laws, regulations, and the contractual commitments of such affiliate with Your bank and payment channel partners.
Each Party (the “Receiving Party”) hereby agrees (i) to hold the other Party’s (the “Disclosing Party”) Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to Your own confidential materials), (ii) not to divulge any such Confidential Information or any information derived therefrom to any third party except as is strictly necessary to provide or use the Services or as otherwise permitted under these T&C and/or the Agreement, (iii) not to make any use whatsoever at any time of such Confidential Information except as contemplated hereunder, and (iv) that any employee or third party given access to any such Confidential Information must have a legitimate “need to know” and shall be bound in writing to comply with the Receiving Party’s confidentiality obligations, whether generally or specific to the Agreement or these T&C. The obligations in this Clause shall survive cessation of the applicability of these T&C to You.
Except as otherwise provided in the Agreement or these T&C, upon written request by the Disclosing Party, at any time after termination of the Agreement, the Receiving Party shall destroy all materials that constitute Confidential Information and/or Intellectual Property of the Disclosing Party and provide to the Disclosing Party written certification signed by an authorized officer or representative of the Receiving Party that all such information was so destroyed. Notwithstanding the foregoing, each party may retain Confidential Information that is (i) stored on archival or back-up files or (ii) required for compliance with applicable law, card company rules or its obligations pursuant to the Agreement (including these T&C), provided that such party continues to maintain confidentiality of such Confidential Information pursuant to the terms of the Agreement and these T&C.
Notwithstanding any provision in the Agreement or these T&C to the contrary, each Party may disclose Confidential Information of the other Party to the extent it is required to be disclosed pursuant to a valid order or requirement of a governmental agency or court of competent jurisdiction, provided that the owner of the Confidential Information shall be given reasonable notice of the pendency of such an order or requirement and the opportunity to contest it.
For the avoidance of doubt and notwithstanding the foregoing, either Party shall be entitled to disclose the existence of the relationship formed hereunder and may include the name, trade name, trademark, or symbol of the other Party in its publicity materials without the prior written consent of the other Party.

15. MISCELLANEOUS

From time to time, We may send promotion information, feature updates, product launches, and other similar notifications and/or updates via Instant Messaging Services to Your phone number(s) registered in the relevant Account. By registering any phone number to the Account, You agrees and consents to receiving such updates to that phone number from Our official number. You may opt out from receiving promotional messages by contacting Our customer support.
If You enable Whatsapp notification in any of Our features that enable Us to send messages to End-Users on Your behalf, You acknowledges and agrees to be responsible for obtaining consent from each End-User to receive future messages from Us via Whatsapp Business or any other Instant Messaging Services operated by Us, and shall provide proof of such consent upon request by Us.
The Parties shall perform all of their duties under the Agreement (including these T&C) as independent parties. Nothing in the Agreement shall be construed to give either Party the power to direct or control the daily activities of the other Party, or to constitute the Parties as principal and agent, employer and employee, franchisor and franchisee, partners, joint capital venturers, co-owners, or otherwise as participants in a joint undertaking. The Parties understand and agree that, except as specifically provided in the Agreement, neither Party grants the other Party the power or authority to make or give any agreement, statement, representation, warranty, or other commitment on behalf of the other Party, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of the other Party, or to transfer, release, or waive any right, title, or interest of such other Party.
In performing any of the Services under the Agreement and these T&C, from time to time, to the extent permitted under the law, You hereby agrees to authorize Us, at Our sole discretion, to delegate any of Our duties and obligations hereunder to any of Our Affiliates and/or trusted third party.
When We update Our systems, some transaction data will not anymore be viewable in Your dashboard account. The unavailability of the said data does not necessarily mean that We have deleted or otherwise destroyed the data. We will continue archiving such data compliantly with Our Privacy Policy, internal policies and guidelines, and applicable laws. You may access the archived data by contacting Us.
These T&C are written in Bahasa Indonesia and English. In compliance with the Law of the Republic of Indonesia no. 24 of 2009 dated July 9, 2009 regarding Flag, Language, Coat of Arms and Anthem and its implementing regulations (the “Law No. 24“), the Parties agree that the Bahasa Indonesia version of these T&C shall be treated as an integral and inseparable part of the English version. In the event of any ambiguity, discrepancies or inconsistency between the English and the Indonesian versions, the English version shall prevail. Each Party further agrees that neither Party will in any manner or forum, or in any jurisdiction, challenge the validity of, or raise or file any objection to, these T&C or the transactions contemplated herein on the basis of non-compliance with Law No. 24.
Should you require support in using the Services, or have any questions regarding Our Services, You can kindly reach us via the contacts available on: https://www.xendit.co/id/contact/

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Terms & Conditions

1. DEFINITION AND INTERPRETATION

2. SERVICE FEES, ACCOUNT, AND DASHBOARD BALANCE

3. DISBURSEMENT SERVICES

4. COLLECTION SERVICES AND WITHDRAWAL

5. CARD PROCESSING SERVICES

6. FOREIGN EXCHANGE SERVICES

7. XENPLATFORM FEATURE

8. SECURITY AND FRAUD

9. LICENSE AND INTELLECTUAL PROPERTY

10. REPRESENTATIONS AND WARRANTIES

11. RESTRICTED BUSINESSES

12. DISCLAIMERS

13. INDEMNIFICATION AND LIABILITY

14. YOUR INFORMATION

15. MISCELLANEOUS

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