Terms and Conditions

We, PT Sinar Digital Terdepan, a limited liability company established under the laws of Indonesia, act as the First Party in these Terms and Conditions. You shall be considered as the Second Party. The First Party and Second Party are collectively referred to as the Parties and individually as a Party.

The First Party shall be entitled to amend, modify or supplement the Conditions at any time and (subject to law) for an unlimited number of times subsequently without restriction in its sole and absolute discretion by posting a revised version of this Term and Conditions (https://www.xendit.co/en/terms-and-conditions) ("Conditions"), provided that the First Party has provided fourteen (14) calendar days' prior notice (the "Notice Period") to the Second Party before the effective date of any amendment, modification or supplement, such notice to be given via electronic mail transmission or otherwise in writing. Upon receipt of such notice from the First Party, the Second Party shall be entitled to terminate this Agreement immediately by submitting a written notice to the First Party of its intention to terminate within the Notice Period. Upon the lapse of Notice Period and to the extent that no notice has been received by the First Party, the Second Party hereby agrees to accept and be bound by any amendment, modification or supplement made to these Terms and Conditions. These Terms and Conditions that has been amended, modified or supplemented shall supersede and replace all previous versions.

This Conditions shall constitute as one single document with the Services Agreement and shall not be interpreted separately, unless it has been specifically stipulated under this Conditions and/or Services Agreement.

  1. INTERPRETATION
    1. Definitions: All capitalised terms that are not defined in these Conditions will have the meanings ascribed to them in the Services Agreement.
    2. For the purposes of these Conditions, and except where the context requires otherwise:
    3. "Affiliates" means a parent, subsidiary, brother or sister company or other company or entity which controls the First Party or which the First Party controls or which is under common control with the First Party.

      "API" means the application programming interfaces, a set of subroutine definitions, protocols and tools for building software and application interfaces, provided by the First Party and that may be used by the Second Party to access the Services.

      "Card Processing Services" means:

      1. processing services, which enable the Second Party to accept credit cards and debit cards as modes of payment on a website or mobile platform and to receive inbound payments from End-Users through such modes of payment, and which include a bank-sponsored merchant account, fraud protection tools, recurring billing functionality, payment card storage, foreign currency acceptance, white glove customer support, and other necessary software, APIs and services and technology as described in the Services Documentation; and
      2. gateway services, which equip the Second Party 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 capture funds from an account that an End-User maintains with a bank or other financial institution for in connection with a transaction between the End-User and the Second Party.

      "Chargeback" means a challenge to a payment to the Second Party that an End-User files directly with his or her credit or debit card issuer.

      "Collection" means the act done by the First Party on behalf of the Second Party which enables the Second Party to receive inbound payment(s) from an End-User, by way of Virtual Accounts or Alfamart and via the API, and "Collections" shall mean any two or more instances of such acts.

      "Confidential Information" means any data or information, oral or written, treated as confidential that relates to either Party's (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, Services Documentation (in whatever form or media provided), inventions, processes, plans, financial or due diligence information, personal, identifiable data of End-Users and the financial terms of the Services Agreement. 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 Services Agreement, as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of the Services 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 reporting platform provided by the First Party to the Second Party.

      "Destination Account" means an account specified by the Second Party into which, upon the instruction of the Second Party made in accordance with the procedure stipulated by the First Party, funds will be transferred by the First Party.

      "Disbursement" means the act done by the First Party on behalf of the Second Party which sets in motion, by way of bank transfer, a movement of Funds from a Top-Up Account to a Destination Account via API or by way of manual upload and "Disbursements" shall mean any two or more of such instances of such acts.

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

      "Invoice UI" means the user interface for the invoicing system provided by the First Party.

      "Losses" means any 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 a party.

      "Refund" means an instruction initiated by the Second Party to return funds to an End-User for an existing Charge.

      "Reversal" means an instruction initiated by any bank, money services business, payment network, or other financial intermediary, or the First Party to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a bank, money services business, payment network, or other financial intermediary; (ii) funds settled to the Second Party in error or without authorization; and (iii) submission of a Charge in violation of Network Rules, or where submission of the Charge or use of the Card Processing Services by the Second Party violates these Conditions or the Services Agreement.

      "Second Party Transaction" means information related to the purchase of goods and services from the Second Party by an End-User.

      "Services Agreements" means an agreement entered between the Parties in relation to the Services provided by First Party to Second Party.

      "Services Documentation" means collectively, the operating instructions, user manuals, and help files, in written or electronic form, made available to the Second Party (including, but not limited to, the information found on www.xendit.co), and that are intended for use in connection with the Services.

      "Top-Up" means any topping up of the balance in the Top-Up Account which shall be done in IDR except where the Services involve a foreign exchange conversion before Disbursement, in which case such Top-Up shall be done in USD, to the extent permitted under the prevailing laws and regulations.

      "Top-Up Account(s)" means bank account(s) created and administered in any Bank appointed by the First Party designated for the purpose of storing the balance of the Second Party's funds for and throughout the Second Party’s use of the Services.

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

      "Virtual Account" means a temporary bank account created by the First Party to receive funds intended for the Second Party.

  2. SERVICE FEES
    1. Unless agreed otherwise between the Parties in writing, the service fees to be paid by the Second Party to the First Party for the Services (including (where applicable) any foreign currency and Chargeback fees which shall be borne by the Second Party) shall be as set out in the Price Schedule of the Service Agreement and incorporated herein by this reference. Where the Second Party begins using any Service of the First Party without prior agreement or negotiation with the First Party, the fees and charges applicable and payable shall be those as specified in the list price at www.xendit.co which are incorporated herein by this reference.
    2. The Second Party shall pay the service fees for the Services to the First Party in accordance with the terms in the Service Agreement.
    3. A Collection shall be considered executed when funds specified in a single invoice issued by the Second Party are successfully transferred by an End-User to the designated bank account specified in such invoice. A Disbursement shall be considered executed when funds specified in the instructions of the Second Party (in the case of a Disbursement via API) in the relevant API or (in the case of a Disbursement by way of manual upload) in the .XSLX file uploaded by the Second Party for a single transaction are successfully transferred from the balance of the Second Party to the relevant bank account designated by the Second Party for the purpose of receiving such funds.
    4. The First Party shall be entitled to revise the Price Schedule and the prices and charges agreed therein at any time, provided that notification of such change has been provided to the Second Party in accordance with Clause 4.2 of the Services Agreement.
    5. The Second Party agrees that the First Party is entitled to immediately offset any expenses, fees, costs or charges owed by the Second Party to the First Party in accordance with the Price Schedule or any Losses legally and rightfully incurred by the First Party as a result of the actions of the Second Party, as determined in accordance with Clause 7 (Dispute Resolution) of the Services Agreement, Condition 2.6 or Condition 7 below, before transferring any amount to which the Second Party is otherwise entitled to the Second Party.
    6. In the event that any outstanding amount (or any part thereof) stated in an invoice is not fully settled within seven (7) days from the date of such Invoice, the First Party shall be entitled to charge interest at the rate of one per cent. (1%) per month on such outstanding amount (or part thereof), which shall be chargeable from the date falling seven (7) days from the date of such invoice up to and including the date that such outstanding amount (or part thereof) is fully settled by the Second Party.
  3. DISBURSEMENT SERVICES
    1. Any Disbursements performed or to be performed by the First Party on behalf of the Second Party are subject always to the following conditions:

    2. Instructions to perform any Disbursement can only be delivered by the Second Party to the First Party via the API or by way of manual upload on the Dashboard and all such instructions shall only be valid if made in accordance with any formats or templates stipulated by the First Party in the Services Documentation. The First Party shall not be obligated to initiate any Disbursement on behalf of the Second Party until instructions for any Disbursement are delivered pursuant to this Condition 3.1.
    3. All instructions received to perform any Disbursement delivered with the Second Party's API key are considered final and irrevocable as at the time of delivery, which shall be the moment at which the Second Party posts a request to create a Disbursement via the API. The timestamp appearing in the response returned by the First Party's API following such request by the Second Party shall be conclusive evidence of the time of delivery of such request.
    4. All instructions received to perform any Disbursement delivered by the Second Party by way of manual upload to the Dashboard are considered final and irrevocable as at the time of delivery, which shall be the moment at which the .XLSX document containing the Second Party’s instructions in respect of such Disbursement has been successfully uploaded to the Dashboard.
    5. Under no circumstances shall the First Party be obligated to perform any Disbursement on behalf of the Second Party unless and until the balance in the Top-Up Account is equal to or greater than the sum of the value of such Disbursements requested by the Second Party and the services fees in respect of such Disbursements, as set out in the Price Schedule. The Second Party may add to the balance in its Top-Up Account in accordance with the instructions found at https://dashboard.xendit.co/docs/add-balance.
    6. Where the balance in the Top-Up Account is equal to or greater than the sum of the value of the Disbursement requested by the Second Party and the services fees in respect of such Disbursement set out in the Price Schedule, the First Party shall perform such Disbursement (in the case where such request for Disbursement requested is received by 3.00 p.m. on a business day or where such request for Disbursement is received after 3.00 p.m. on a business day and the value of such Disbursement requested is lower than Rp 50 million) by 23:59 p.m. on the same day and (in the case where the value of the Disbursement requested is higher than Rp 50 million and where such request for Disbursement is received after 3.00 p.m. on a business day or where such request for Disbursement is received on a non-business day) by 23:59 p.m. on the next business day PROVIDED ALWAYS THAT the First Party shall not be in breach of this Condition 3.5 nor shall it or any of its Affiliates be liable for any Losses incurred by the Second Party in respect of the First Party’s or its Affiliates' delay or failure to perform any Disbursement as a consequence (whether indirect or direct) of any error, failure, delay, breakdown, postponement or any other event arising beyond the control of the First Party or its Affiliates (including, without limitation, any technical or infrastructural failure or breakdown in the banking and money transmission system).
    7. A Disbursement is deemed performed by the First Party (in the case of a Disbursement via API) when the request for a Disbursement made by the Second Party reaches the First Party's servers and the response returned by the First Party's API shows the transaction as "COMPLETED" and (in the case of a Disbursement by way of manual upload) when the status of the Second Party's request for a Disbursement is shown as "COMPLETED" on the Batch Disbursements screen on the Dashboard of the Second Party.
    8. The Second Party acknowledges and accepts that the First Party's obligations to the Second Party in respect of each Disbursement are fulfilled in full upon completion of Clause 3.6 above, and acknowledges and accepts that the First Party and its Affiliates shall not be responsible nor liable for any Losses incurred by the Second Party in respect of any error, failure, delay, breakdown, postponement or any other event affecting the final processing of any Disbursement by the Banks with whom the Top-Up Account(s) and Destination Account are created, administered and maintained.
    9. The First Party covenants that, subject to this Condition 3.8, all funds received by the First Party and/or any of its Affiliates on behalf of the Second Party shall be held for the benefit of the Second Party, and that, save for any expenses, fees, costs or charges owed by the Second Party to the First Party in accordance with the Price Schedule or any Losses legally and rightfully incurred by the First Party as a result of the actions of the Second Party, as determined in accordance with Clause 7 (Dispute Resolution) of the Services Agreement, Condition 2.6 or Condition 7 below, the First Party shall not have any rights to any funds received on behalf of the Second Party.
    10. The Second Party agrees to be subject to the terms and conditions of the appointed Bank(s) together with whom the First Party provides the Services (including, but not limited to, any limits or changes to the hours during which Virtual Accounts may be allocated by the appointed Bank) and all such terms and conditions are incorporated herein by this reference.
  4. COLLECTION SERVICES (VIA VIRTUAL ACCOUNTS OR ALFAMART)
    1. Any Collections performed or to be performed by the First Party on behalf of the Second Party are subject always to the following conditions:

    2. The Second Party shall configure its elected method with which Collections can be performed by the First Party by notifying any representative, employee, officer or director of the First Party of its election for Collections to be performed by way of fixed or non-fixed Virtual Accounts or Alfamart, such notification to be made via Instant Messaging Service or otherwise in writing.
    3. The Second Party shall create an invoice via the API or the Invoice UI for each transaction with any End-User in respect of whom a Collection is to be performed by the First Party on behalf of the Second Party. Such invoice shall be created in accordance with the instructions found at https://dashboard.xendit.co/docs/invoices.
    4. Each invoice created by the Second Party will expire after twenty-four (24) hours from the time of creation, unless the First Party receives a notification from the Second Party to amend such expiry period, such notification to be made via Instant Messaging Service or otherwise in writing.
    5. Where the Second Party elects to engage the switching services of the First Party, the following provisions shall apply:
      1. The Second Party shall enter into a cooperation agreement with its preferred partner bank before engaging the switching services of the First Party.
      2. The Second Party shall provide a certified copy of the cooperation agreement entered into with its preferred partner bank to the First Party upon request by the First Party.
      3. The First Party shall be entitled to determine the minimum volume of transactions that shall be made by the Second Party when using the switching services of the First Party at any time, which shall be effective upon written notice of not less than thirty (30) days to the Second Party.
      4. Where the Second Party uses a lease line, any installation cost and/or subscription fee in respect of any communication link installed between the website of the Second Party and the First Party's system shall be borne solely by the Second Party.
      5. The Parties agree that reconciliation of any transaction data for the preceding month shall be made no later than the 10th of each month, by way of mutual signing of the minutes of reconciliation.
    6. Where the Second Party elects to engage the collection services of the First Party via the payment channels maintained by Alfamart, a chain of convenience stores owned by PT Sumber Alfaria Trijaya Tbk ("Alfamart"), the Second Party agrees to be subject to the terms and conditions of Alfamart (including, but not limited to, any limits or changes to the hours during which payment(s) may be received via the payment channels maintained by Alfamart) and all such terms and conditions are incorporated herein by this reference.
    7. Where elected by the Second Party, Virtual Account(s) will be created and maintained by the First Party with the appointed Bank on behalf of the Second Party for the purposes of receiving payment(s) from any End-User(s). Such Virtual Account may fall under any one of the following categories:
      1. a non-fixed Virtual Account, which shall be a Virtual Account which has not been fixed or permanently assigned to any End-User. Each non-fixed Virtual Account shall be used for an individual transaction of the Second Party, upon the completion of which such non-fixed Virtual Account shall be added back to the pool of non-fixed Virtual Accounts available to the Second Party and may be re-used for another transaction; or
      2. a fixed Virtual Account, which shall be a Virtual Account with a unique account number fixed or permanently assigned to an End-User. Such fixed Virtual Account shall be used for all transactions with the specified End-User until such time as the Second Party gives notification to the First Party to terminate such fixed Virtual Account, such notification to be made via Instant Messaging Service or otherwise in writing.
    8. The Second Party shall follow the instructions set forth in (in the case of non-fixed Virtual Accounts) https://dashboard.xendit.co/docs/non-fixed-virtual-accounts and (in the case of fixed Virtual Accounts) https://dashboard.xendit.co/docs/fixed-virtual-accounts to activate its Virtual Accounts.
    9. Where a payment to the Second Party by an End-User is made to the accurate Destination Account, in the right amount and before the expiry date as specified in the invoice delivered to and intended for such End-User (such payment effected whether by fixed or non-fixed Virtual Account), the First Party shall detect such payment:
      1. (in the case where such payment is made by 5.00 p.m. on a business day) no later than thirty (30) minutes from the time that such payment has been made; and
      2. (in the case where such payment is made after 5.00 p.m. on a business day or on a non-business day) no later than the next business day after such payment has been made,

      PROVIDED ALWAYS THAT the First Party shall not be in breach of this Condition 4.9 nor shall it or any of its Affiliates be liable for any Losses incurred by the Second Party in respect of the First Party’s or its Affiliates’ delay or failure to detect any payment as a consequence (whether indirect or direct) of any error, failure, delay, breakdown, postponement or any other event arising beyond the control of the First Party (including, without limitation, any technical or infrastructural failure or breakdown in the banking and money transmission system).

      For the avoidance of doubt, the First Party shall not be obliged to detect any payment to the Second Party by an End-User where such payment is made to the wrong destination account, in the wrong amount or after the expiry date as specified in the invoice delivered to and intended for such End-User (such payment effected whether by Virtual Account or the payment channels of Alfamart).

    10. 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, then the Second Party is entitled to initiate a transaction review by notification to the First Party, such notification to be made via Instant Messaging Service or otherwise in writing. The First Party may respond to such notification (in the case where such notification is made by 5.00 p.m. on a business day) no later than 23.59 p.m. on the next business day and (in the case where such notification is made after 5.00 p.m. on a business day or on a non-business day) no later than two (2) business days after such notification has been made.
    11. All funds received by the First Party on behalf of the Second Party as a result of the performance by the First Party of all Collections, whether by way of Virtual Accounts or the payment channels of Alfamart, shall be added to the balance of the Second Party with the First Party.
    12. Settlement of all funds received in the balance of the Second Party shall be done on a H + 1 business day basis, and all payments due to the Second Party shall be totaled and routed to the Top-Up Account(s) designated to the Second Party with such balance made available on the Dashboard of the Second Party for disbursement or withdrawal no later than 23.59 p.m. one (1) business day after the last receipt of any payment from any End-User, where such payment was made by 5.00 p.m. on a business day, less the deduction of any expenses, fees, costs or charges owed by the Second Party to the First Party in accordance with the Price Schedule, the Services Agreement and these Conditions. Save as subject to Clause 7 of the Services Agreement, the Second Party shall be entitled to withdraw the funds held on its behalf in the Top-Up Account(s) and reflected on its Dashboard at any time.
    13. The First Party covenants that, subject to this Condition 4.13, all funds received by the First Party and/or any of its Affiliates on on behalf of the Second Party shall be held for the sole benefit of the Second Party, and that, save for any expenses, fees, costs or charges owed by the Second Party to the First Party in accordance with the Price Schedule, the Services Agreement or these Conditions or any Losses legally and rightfully incurred by the First Party as a result of the actions of the Second Party, as determined in accordance with Clause 7 (Dispute Resolution) of the Services Agreement, Condition 2.6 above or Condition 7 below, the First Party shall not have any rights to any funds received on behalf of the Second Party.
    14. The Second Party agrees to be subject to the terms and conditions of the appointed Bank(s) together with whom the First Party provides the Services (including, but not limited to, any limits or changes to the hours during which Virtual Accounts may be allocated by the appointed Bank) and all such terms and conditions are incorporated herein by this reference.
  5. CARD PROCESSING SERVICES
    1. Any Card Processing Services performed or to be performed by the First Party on behalf of the Second Party are subject always to the following conditions:

    2. Card Processing Services may be provided by the First Party to the Second Party in either of the following two methods:
      1. Where the First Party acts as an aggregator and the Second Party may enjoy Card Processing Services using the merchant account and unique merchant identification number (collectively, the "Merchant ID") of the First Party with its appointed acquiring Bank. All third-party processors and authorizing banking institutions upstream of any transactions processed with the Merchant ID of the First Party will identify such transactions as transactions belonging to the First Party, and subsequently any and all funds from such transactions shall be deposited into the merchant account of the First Party (the "Aggregator Method"); or
      2. Where the First Party assists the Second Party in the latter's obtainment of its own Merchant ID with the First Party's partner Banks (the "Individual MID Method").
    3. The Second Party shall notify the First Party of its elected method for the provision of the Card Processing Services via Instant Messaging Service or otherwise in writing. The First Party shall not be obligated to commence any Card Processing Services or the performance of any card Collections on behalf of the Second Party until such time as the Second Party has made such notification in accordance with this Condition 5.2.
    4. Where the Second Party elects the Aggregator Method:
      1. Unless otherwise agreed by both Parties, settlement of all funds received in the balance of the Second Party shall be done on a H + 7 business days basis, and all payments due to the Second Party shall be totaled and routed to the Top-Up Account(s) designated to the Second Party with such balance made available on the Dashboard of the Second Party for disbursement or withdrawal no later than 23.59 p.m. seven (7) calendar days after the last receipt of any payment from any End-User, where such payment was made by 5.00 p.m. on a business day, less the deduction of any expenses, fees, costs or charges owed by the Second Party to the First Party in accordance with the Price Schedule, the Services Agreement or these Conditions.
      2. Where such payment is made after 5.00 p.m. on a business day or on a non-business day, all payments due to the Second Party shall be totaled and routed to the Top-Up Account(s) designated to the Second Party with such balance made available on the Dashboard of the Second Party for disbursement or withdrawal no later than 23.59 p.m. eight (8) calendar days after the date of such payment.
      3. Save as subject to Clause 7 (Dispute Resolution) of the Services Agreement, Condition 2.6 above or Condition 7 below, the Second Party shall be entitled to withdraw the funds held on its behalf in the merchant account of the First Party through the Dashboard at any time.
      4. The First Party reserves the right and has full discretion to convert all Card Processing Services provided to the Second Party under the Aggregator Method to be managed under the Individual MID Method instead. The following considerations shall serve as guidelines for when such conversion may take place:
        1. When the total volume of transactions conducted on behalf of the Second Party exceeds 5,000 transactions per month;
        2. When the total value of transactions conducted on behalf of the Second Party exceeds IDR 500 million per month; and/or
        3. When the aggregate Chargeback rate or volume of transactions conducted on behalf of the Second Party exceeds 0.5%.

        For the avoidance of doubt, notwithstanding anything contained in this Condition 5.3(d), the First Party shall have full discretion to make such conversion for any reason and at any time that it deems fit.

      5. Where such conversion initiated by the First Party in accordance with subsection (d) above fails for any reason whatsoever, the First Party shall not be obligated to maintain the provision of the Card Processing Services under the Aggregate Method to the Second Party and shall not be liable for any Losses incurred (whether directly or indirectly) by the Second Party following the termination of the Card Processing Services to the Second Party following such failed conversion.
      6. The First Party covenants that, subject to this Condition 5.3, all funds received by the First Party on behalf of the Second Party shall be held for the benefit of the Second Party, and that, save for any expenses, fees, costs or charges owed by the Second Party to the First Party in accordance with the Price Schedule or any Losses legally and rightfully incurred by the First Party as a result of the actions of the Second Party, as determined in accordance with Clause 7 (Dispute Resolution) of the Services Agreement, Condition 2.6 or Condition 7 below, the First Party shall not have any rights to any funds received on behalf of the Second Party.
      7. Where the Second Party engages the Card Processing Services of the First Party to receive recurring payments or implement subscription billing, the Second Party acknowledges and agrees that the First Party 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. The First Party shall not be responsible or liable for any Losses incurred by the Second Party in respect of or in connection with such cancellation in accordance with this Condition. Further, the First Party shall not be responsible for the re-subscription of such card, which shall be the sole responsibility of the Second Party.
    5. Where the Second Party elects the Individual MID Method:
      1. The First Party may, at the request of the Second Party, assist with the Second Party's Merchant ID application to the partner banks of the First Party. Such assistance may be in the form of:
        1. Collection and submission of the Second Party's company documents to the relevant bank;
        2. Negotiation of pricing terms;
        3. Completion of any Merchant ID application forms for the Second Party; and/or
        4. Liaising with the relevant bank to provide other information as required by such relevant bank.

        For the avoidance of doubt, notwithstanding anything contained in this Condition 5.4(a), the First Party shall have sole and absolute discretion in respect of the manner in which it may assist the Second Party in the latter's application for a Merchant ID and may vary the list above in any way and at any time as it deems fit.

      2. Settlement of all funds received into the Second Party's 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. The First Party shall not be responsible (whether directly or indirectly) for any matter in respect of settlement, which shall be managed solely between the Second Party and the appointed acquiring bank, and shall not be liable to the Second Party for any Losses incurred (whether directly or indirectly) in respect thereof.
      3. The Second Party acknowledges and agrees that the First Party shall not be responsible for the rejection (if any) of the Second Party’s Merchant ID application, which shall be the sole and final decision of the relevant bank, nor shall the First Party be liable for any Losses incurred (whether directly or indirectly) by the Second Party in respect of such rejection.
    6. The Second Party agrees to be subject to the terms and conditions of the appointed acquiring bank (in the case where the Aggregate Method is elected) with whom the merchant account of the First Party is created and maintained and (in the case where the Individual MID Method is elected) with whom its merchant account is created and maintained and all such terms and conditions thereto are incorporated herein by this reference.
    7. The Second Party acknowledges, agrees with and covenants that, when accepting card payments, it 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 the First Party (including the payment card network operating rules for Visa, MasterCard, JCB, American Express and/or UnionPay networks) (the "Network Rules") applicable to merchants, including the Network Rules provided by Visa, MasterCard JCB, American Express and/or UnionPay. The Second Party acknowledges and accepts, and covenants 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 the Second Party or any of its 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, the First Party reserves the right to amend the Card Processing Services provided to the Second Party at any time to comply with the Network Rules.
    8. The Second Party acknowledges and agrees, and covenants to maintain a direct relationship with each of its End-Users and is responsible for: (i) acquiring appropriate consent to submit Charges through the Card Processing Services on the 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 it and such End-User.
    9. Notwithstanding that a transaction is successfully authorized, the First Party is not responsible for or liable to the Second Party for any Losses incurred (whether directly or indirectly) by the Second Party in connection with any authorized and completed Charges that are later the subject of a Chargeback, Refund, or Reversal, are submitted without authorization or in error, or violate any law, rule or regulation.
    10. The Second Party shall be immediately responsible to the First Party for all Chargebacks, Refunds, Reversals regardless of the reason or timing. Where any Chargeback, Refund or Reversal is requested, the End-User shall be issued a refund in the amount of the original Charge, a corresponding value of which shall be deducted by the First Party immediately after the time that such refund is issued directly from the balance in the Top-Up Account(s) and Dashboard of the Second Party, provided that any failure or delay by the First Party to deduct such corresponding value shall not constitute or be construed as a waiver of any or all of its rights of the First Party to such corresponding value. Where the balance in the Top-Up Account of the Second Party is less than the sum of the value of any Chargebacks, Refunds or Reversals, the First Party shall issue a written notice to the Second Party for any reimbursement in respect of such Chargebacks, Refunds or Reversals, and the Second Party shall make such reimbursement within seven (7) calendar days of receipt of such notice. The Second Party acknowledges and agrees to bear all Losses in respect of (whether directly or indirectly) any Chargeback, Refund or Reversal and shall indemnify the First Party in full in respect thereof.
    11. The First Party is under no obligation whatsoever to assist the Second Party in disputing any claims made by an End-User or any financial institution in respect of a Chargeback or Reversal. However, where the First Party agrees to facilitate the Second Party in its dispute of such claims, the Second Party agrees and covenants to provide all information, data and documentation necessary (in the sole determination of the First Party) in relation to the dispute within seven (7) calendar days of the First Party's request for such information, data and documentation. Notwithstanding any assistance by the First Party, the First Party does not make any representation or guarantee that the dispute by the Second Party will be successful, and any result of the dispute is solely in the discretion of the relevant financial institution. 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 (where the Aggregate Method applies) the merchant account of the First Party on behalf of the Second Party or (where the Individual MID Method applies) the merchant account of the Second Party.
    12. The First Party reserves the right and has full discretion to suspend or terminate the provision of its Services to the Second Party where the aggregate Chargeback rate of the transactions conducted by the Second Party or by the First Party on behalf of the Second Party exceeds 0.5%. The First Party further reserves the right and has full discretion to terminate or suspend the provision of its Card Processing Services to the Second Party should the Second Party fail to manage Chargebacks in a timely and effective manner with its End-Users (as determined in the sole discretion of the First Party). The First Party shall not be liable for any Losses incurred (whether directly or indirectly) by the Second Party in connection with the suspension or termination of its Services (including the Card Processing Services) to the Second Party pursuant to this Condition 5.11.
    13. The First Party reserves the right to share the information provided by the Second Party used 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 the business activities of the Second Party to a particular payment network merchant category code (MCC).
    14. The First Party shall take appropriate technical and organizational measures in order to secure the confidentiality of the Personal Data against unauthorized access and to prevent its unauthorized disclosure or use.
    15. The Second Party acknowledges and understands that Personal Data may be transferred overseas in order for the First Party to provide the Services, and the Second Party warrants to the First Party that it will provide all necessary disclosures and/or obtain all necessary consents for such transfer of Personal Data overseas.
    16. The Second Party is 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 entitlement to receive payments by the Second Party, as evidence in case of disputes. The Second Party acknowledges and affirms that it is solely responsible for maintaining complete backup records of all information relating to orders, inquiries and purchases and any information submitted to the First Party for the purpose of providing the Services. The Second Party acknowledges that insufficient record or proof of donation may increase the risk that it will be unable to successfully defend any requested chargebacks, reversals, refunds and refusals and agrees that it shall be responsible for all such risks and all losses, damages, costs and liabilities arising therefrom.
    17. In the event that the First Party requires verification for a transaction related to the Second Party, the Second Party agrees and covenants to provide all relevant information and documents within seven (7) calendar days of such request to the First Party. The Second Party further agrees and covenants that it will assist the First Party in its obtainment of such information and documents and will not impede, impair, or inhibit the First Party in its obtainment of such information and documents.
  6. FOREIGN EXCHANGE SERVICES
    1. Any foreign exchange transactions performed or to be performed by the First Party for the benefit of the Second Party are subject always to the following conditions:

    2. Foreign exchange services may be provided by the First Party to the Second Party pursuant to any of the following methods:
      1. a manual process in which the Second Party makes a direct, written request to the First Party via electronic mail transmission, fax or Instant Messaging Service for the foreign exchange services of the First Party; or
      2. via the APIs of the First Party.
    3. Source Funds must be Available: The First Party shall not be obligated to complete any foreign exchange transaction and/or execute any conversion unless and until the source funds to be converted have been received from the Second Party in the specified bank account, and shall not be under any obligation to complete any foreign exchange transaction and/or execute any conversion on the same day where the Second Party transfers the amount of USD desired for the foreign exchange after 1.00 p.m. on the same business day or on a non-business day.
    4. Foreign Exchange Service via manual process: Where the source funds to be converted have been received and a request for the foreign exchange service of the First Party via manual process is made by the Second Party by 1.00 p.m. on a business day, the First Party shall provide a written response to the Second Party of the exchange rate applicable to the transaction, such rate to be determined in the sole and absolute discretion of the First Party. Subject to Conditions 6.5 and 6.9 below, the applicable and valid exchange rate shall be the final exchange rate once the Second Party provides written confirmation approving such exchange rate. Subject to Conditions 6.5 and 6.9 below, upon such confirmation of the applicable exchange rate, the First Party shall complete the foreign exchange transaction and execute the conversion by crediting the converted amount in IDR to the Top-Up Account and Dashboard of the Second Party no later than 5.00 p,m. on the same business day, PROVIDED ALWAYS THAT the First Party shall not be in breach of this Condition 6.3 nor shall it or any of its Affiliates be liable for any Losses incurred by the Second Party in respect of the First Party's or its Affiliates' delay or failure to adhere to this Condition 6.3 as a consequence (whether indirect or direct) of any error, failure, delay, breakdown, postponement or any other event arising beyond the control of the First Party (including, without limitation, any technical or infrastructural failure or breakdown in the banking and money transmission system).
    5. Foreign Exchange Service via APIs: Where the source funds to be converted have been received in the Top-Up Account of the Second Party and a request for the foreign exchange service of the First Party via APIs is made by the Second Party by 1.00 p.m. on a business day, the Second Party may (a) check the indicative applicable exchange rate and (b) complete the foreign exchange transaction and execute the conversion via the APIs of the First Party. The converted amount in IDR will be automatically credited to the Top-Up Account and Dashboard of the Second Party within the same business day after the request to complete the foreign exchange transaction and execute the conversion is made, PROVIDED ALWAYS THAT the First Party shall not be in breach of this Condition 6.4 nor shall it or any of its Affiliates be liable for any Losses incurred by the Second Party in respect of the First Party's or any of its Affiliates' delay or failure to adhere to this Condition 6.4 as a consequence (whether indirect or direct) of any error, failure, delay, breakdown, postponement or any other event arising beyond the control of the First Party or its Affiliates (including, without limitation, any technical or infrastructural failure or breakdown in the banking and money transmission system).
    6. Exchange Rate Quoted at the Time of Conversion is Final Exchange Rate: The Second Party acknowledges and agrees that, notwithstanding if the Second Party has already provided its written confirmation approving any applicable exchange rate, all applicable exchange rates quoted by the First Party before a conversion is executed are only indicative exchange rates, and that the final exchange rate for any foreign exchange transaction shall be the exchange rate quoted by the First Party at the time when the conversion is made.
    7. No Reconversions: The Second Party acknowledges, agrees and understands that all conversions are final and irrevocable. There will be no reconversions by the First Party of any amount that has already been converted by the First Party for the Second Party.
    8. Right to Suspend Foreign Exchange Services Immediately: Where any change or development likely to lead to a change in monetary, political (including, but not limited to, changes by reason of military action), financial (including, but not limited to, stock market conditions, currency exchange conditions in any of the financial markets and interest rates) or economic conditions in Indonesia or internationally (including changes or developments in stock, bond, money, loan syndication and interest rate markets) or exchange control in Indonesia or internationally or any other jurisdiction relevant to the conversion of currencies or the occurrence of any combination of any such changes or developments occur(s), which, in the sole opinion of the First Party is likely to effect a material change in currency exchange rates, the First Party may immediately suspend its provision of the Services for any duration and shall provide written notification to all parties of its intention to suspend such services by way of a notification on its website, via Instant Messaging Service, electronic mail transmission and/or error messages via APIs.
    9. Right to Suspend Foreign Exchange Services: The First Party may suspend the provision of its foreign exchange services to all parties at any time and for any duration with twenty-four (24) hours' written notification of its intention to do so by way of a notification on its website, via Instant Messaging Service, electronic mail transmission and/or error messages via APIs.
    10. Right to Cancel Quote: Prior to the completion of any foreign exchange transaction and/or execution of any conversion, where completion of such foreign exchange transaction and/or execution of such conversion will lead to or is likely to lead to an adverse effect on the First Party (in each case, to be determined in the sole discretion of the First Party), the First Party shall be entitled, in its sole discretion, to (i) refuse to complete any foreign exchange transaction based on any quoted exchange rate and to respond to the Second Party 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 the Second Party with a failure message or with new quotes, and the First Party shall not be liable for any Losses incurred by the Second Party in respect of such refusal to complete such transaction and/or execute such conversion.
  7. LIABILITIES FOR INVALID PAYMENTS AND OTHER LIABILITIES
    1. The Second Party acknowledges and agrees that the First Party and each of its Affiliates shall not be liable or responsible in any respect whatsoever for, and that the Second Party shall be liable for all Losses incurred by the First Party arising out of:
      1. any over-payment, payment error, refund or other invalid payment caused by the Second Party or its End-Users (collectively, "Invalid Payment")
      2. any error, default, negligence, misconduct or fraud by the Second Party, employees, directors, officers, representatives of the Second Party or anyone acting on behalf of the Second Party; and/or
      3. any Losses incurred by the First Party in respect of a failure by the Second Party to comply with terms of the Services Agreement or these Conditions.
    2. In the event of an Invalid Payment or other liability as provided above, the First Party may deduct the amounts due to it from the balance in the Dashboard of the Second Party immediately and without objection or refusal by the Second Party, or (where the balance in the Top-Up Account of the Second Party is less than the sum of the value of any Invalidated Payment(s) and/or other costs or liabilities incurred in accordance with this Condition 7), the First Party shall issue a written notice to the Second Party for any reimbursement in respect of such Invalidated Payment(s) and/or such other costs or liabilities, and the Second Party shall make such reimbursement within seven (7) calendar days of receipt of such notice, provided always that any delay or failure by the First Party to make such deduction shall not constitute or be construed as a waiver of any or all of its rights in relation to such Losses to which it is entitled.
  8. SECURITY AND FRAUD
    1. The Second Party represents and warrants that, at all times while this Agreement is in effect, the Second Party shall maintain and adhere to all reasonable security measures to protect the Second Party 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 Condition 8.1, "Second Party Computer Systems" shall mean the computer systems operated by or on behalf of the Second Party that capture or store End-User data or that transmit End-User data to the First Party.
    2. Unless caused solely by the First Party's gross negligence, willful default or fraud, the Second Party shall be responsible for all Losses incurred when lost or stolen payment credentials or accounts are used to purchase products or services from the Second Party, when there has been a compromise of username or password of the Second Party or any other unauthorized use or modification of the account of the Second Party on the First Party’s platform. Each of the First Party and its Affiliates does not and will not insure the Second Party against any Losses caused by fraud. Further, the Second Party acknowledges and agrees to fully reimburse the First Party for any Losses incurred by the First Party in respect of (whether directly or indirectly) the use of lost or stolen credentials or accounts of the Second Party, unless such credential or accounts have been lost or stolen solely through the gross negligence, willful default or fraud of the First Party.
    3. The First Party may assist the Second Party with any investigations with law enforcement to recover lost funds. However, where the First Party agrees to facilitate the Second Party in such investigations, the First Party shall not liable to the Second Party, or responsible for any financial or non-financial (whether direct or indirect) Losses or any other consequences of such fraud.
    4. The onus is on the Second Party to review all security controls provided or suggested by the First Party 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 the First Party. The First Party does not represent, warrant or guarantee that the Second Party or any End-User will never become victims of fraud.
    5. The Second Party agrees that it will provide evidence of its compliance to Condition 8.1 to the First Party upon the request of the First Party. Failure to provide evidence of such compliance to the satisfaction of the First Party may result in the suspension of Services or termination of the Services Agreement.
    6. The First Party may provide the Second Party with subjective data regarding the possibility or likelihood that a transaction may be fraudulent, which will require action or review by the Second Party. The First Party may also incorporate action or inaction by the First Party into any future subjective scoring when identifying future potential fraud. However, the Second Party acknowledges and agrees that it is solely responsible for any action(s) that it may choose to take (or otherwise) in relation to such data, and for providing inaccurate or incorrect information to the First Party. The First Party does 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 by the First Party.
  9. LICENSE AND INTELLECTUAL PROPERTY
    1. Subject to the terms of these Conditions, the First Party hereby grants to Second Party and the Second Party hereby accepts from the First Party a personal, limited, non-exclusive, non-transferable license and right to use the First Party’s API and accompanying Services 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 the Second Party) to use the Services for the purpose of conducting transactions with the End-Users;
      2. use the accompanying Services Documentation solely for the purpose of using the APIs and Services; and
      3. create any necessary number of copies of the API and Services Documentation, with all copyright notices intact, for archival purposes only.
    2. Subject to the terms of these Conditions, the First Party hereby grants the Second Party a limited, non-exclusive, non-transferable royalty-free license to use the First Party’s trademarks and service marks (collectively the "Advertising Materials"; provided that the Second Party agrees to change, at the Second Party's expense, any Advertising Materials which the First Party, in its sole judgment, determines to be inaccurate, objectionable, misleading, or a misuse of the First Party's trademarks and/or service marks. The Second Party, upon written demand by the First Party, shall immediately cease the use of any Advertising Materials that the First Party deems to be in violation of this Clause 9.2. Notwithstanding any provision in these Conditions to the contrary, such license shall be revoked immediately and automatically upon termination of the Services Agreement. The Second Party will not add to, delete from, or modify any Advertising Materials, Services Documentation or forms provided by the First Party without the prior written consent of the First Party.
    3. The Second Party acknowledges and agrees that except for the rights and licenses expressly granted to the Second Party in these Conditions, as between the Second Party and the First Party, the First Party shall retain all right, title and interest in and to the Services, APIs, Services Documentation, and any derivatives of the foregoing (the "First Party IP"); and, nothing contained in the Services Agreement or these Conditions shall be construed as conferring upon the Second Party by implication, operation of law, estoppel, or otherwise, any other license or right. The Second Party shall not: (i) use, reproduce, distribute, or permit others to use, reproduce, or distribute any of the First Party IP for any purpose other than as specified in these Conditions; (ii) make the First Party IP available to unauthorized third parties; (iii) rent, electronically distribute, timeshare, or market the First Party 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 the First Party IP.
  10. REPRESENTATIONS AND WARRANTIES
    1. The First Party’s representations and warranties shall be as follows:
      1. The Services and APIs provided to the Second Party hereunder will conform to the specifications set forth in the applicable Services Documentation, as may be amended from time to time at the First Party's sole and absolute discretion, and in the Service Agreement.
      2. The First Party further represents and warrants that the First Party will maintain compliance 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.
      3. The preceding warranties will not apply if: (i) any products, services, or deliverables provided hereunder are used in material variation with the Services Agreement, these Conditions or the applicable documentation; (ii) any products, services, or deliverables licensed hereunder or any part thereof have been modified without the prior written consent of the First Party; or, (iii) a defect in any products, services, or deliverables provided hereunder has been caused by any of the Second Party's malfunctioning equipment or third party software.
      4. In the event that the Second Party discovers that any products, services, or deliverables are not in conformance with the representations and warranties set forth in Condition 10.1(a) and Condition 10.1(b) and reports such non-conformity to the First Party, the First Party will, at the First Party's discretion, (i) exercise commercially reasonable efforts to correct the non-conformity at no additional charge to the Second Party, or (ii) refund the fees paid for the non-conforming products, services, or deliverables during the ninety (90) day period preceding the Second Party's discovery of such non-conformity. The remedy stated in this paragraph constitutes the Second Party's sole and exclusive remedy and the First Party's entire liability under Condition 10.1(a) and Condition 10.1(b).
      5. The First Party represents and warrants that it will not use or disclose unique, non-public End-User data submitted by the Second Party except as reasonably necessary (i) to provide the Services to the Second Party hereunder, (ii) to provide fraud screen services generally without disclosing personally identifiable End-User information, or, (iii) as otherwise permitted or required by law.
    2. The Second Party's representations and warranties shall be as follows:
      1. The Second Party represents and warrants that: (i) it has all necessary right, power and ability to execute the Services Agreement and to perform its obligations therein (including but not limited to these Conditions); (ii) no authorization or approval from any third party is required in connection with the Second Party's execution, delivery or performance of the Services Agreement; (iii) the Services Agreement constitutes a legal, valid and binding obligation, enforceable against the Second Party in accordance with its terms, and does not breach any other agreement to which the Second Party is bound; (iv) its 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) it does and will comply with all applicable laws, rules and regulations.
      2. The Second Party further represents and warrants that its installation, configuration, and use of the Services and the APIs shall conform to the specifications set forth in the applicable Services Documentation and the terms of the Services Agreement and in particular (where applicable) the specifications set forth in the services documentation or any other terms and conditions by any of the third-party licensors of the First Party, as shall be stipulated by the First Party and which are incorporated herein by this reference.
      3. The Second Party further represents and warrants that, prior to transmitting End-User information to the First Party, it will provide all reasonably necessary disclosures and/or obtain all reasonably necessary consents from each End-User regarding the intended disclosures and uses of the End-User data.
      4. The Second Party further represents and warrants that (i) it has all necessary rights and authorizations to the products or services, the sale or distribution for which the Second Party is using the Services, (ii) the Second Party does and will comply with all applicable laws and regulations as related to its use of the Services, and (iii) none of its products infringe or violate the Intellectual Property rights of any third party and does not and will not contain ant content which violates any applicable law, regulation or third party right.
      5. The Second Party represents and warrants that it complies with all applicable export laws and restrictions and regulations and that none of its products or services are exported or imported from and that it has not engaged in and is not now engaging in any dealings with (i) any country or any person, national or company belonging to any country to which the U.S. has embargoed goods including, without limitation, Iran, Cuba, Syria and North Korea; (ii) any person on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Person's List; or (iii) any country or any person, national or company that is the subject of a sanction by the Republic of Indonesia, the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom or any other countries.
      6. The Second Party further represents and warrants that it has not engaged in and is 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 the Second Party has conducted its business in compliance with applicable anti-corruption laws, rules and regulations and has no violations under the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 or any similar law or regulation of any other jurisdiction.
      7. The Second Party further represents and warrants that no employee, officer, director, or direct or indirect owner of the Second Party, is a government official, political party official or political party candidate, or an immediate family member of such an official or candidate, such that either party would be in violation of any laws, regulations or rules of its jurisdiction in its execution of and performance under the Services Agreement. In the event that during the term of the Services Agreement there is a change in the information contained in this Condition, the Second Party agrees and covenants to make prompt disclosure to the First Party.
      8. The Second Party represents and warrants that the operations of the Second Party 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 the Second Party 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 the Second Party with respect to Money Laundering Laws is pending and, to the best of the knowledge of the Second Party, no such actions, suits or proceedings are pending, threatened or contemplated.
  11. DISCLAIMERS
    1. Except as expressly set forth in the Services Agreement or these Conditions, 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 the Second Party. 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 the First Party hereby specifically excludes, to the fullest extent permitted by law, any representations, conditions or warranties, express or implied, regarding any of its 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.
    2. The Second Party acknowledges that the First Party is not a financial institution. Each of the First Party and its 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 the Second Party in respect of any errors, omissions, failure, delay or breakdown of any ISPs, banks, financial processors or financial institutions.
    3. The Second Party acknowledges and affirms that it shall bear all collection risk, including without limitation, (where applicable) credit card fraud and any other type of fraud, with respect to sales of its products or services.
    4. The Second Party acknowledges and affirms that the First Party shall not be responsible for recognizing if any particular purchase, sale, donation, order, or other transaction (each a "Transaction") in respect of the Second Party is accurate or correct, or typical for its business. The Second Party 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). The Second Party acknowledges and agrees 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. The Second Party is solely responsible for any Losses incurred due to erroneous or fraudulent Transactions in connection with its use of the Services, and the First Party shall not have any responsibility or liability in respect of the same whatsoever.
    5. The Second Party shall only use the Services for legitimate transactions with its End-Users. The Second Party shall be responsible for its relationship with its End-Users, and the First Party and its Affiliates shall not be responsible or liable in any manner whatsoever for the products or services publicized or sold by the Second Party, or purchased by the End-Users from the Second Party using the Services; or if the Second Party accepts donations, for the Second Party’s communication to its End-Users of the intended use of such donations. The Second Party acknowledges and affirms that it is solely responsible for the nature and quality of the products or services provided by it, and for delivery, support, refunds, returns, and for any other ancillary services provided by it to its End-Users, and that the First Party and its Affiliates shall not have any responsibility or liability in respect of the same whatsoever. The First Party reserves the right to terminate the Services and the Services Agreement immediately upon reasonable suspicion that the Second Party is engaged in any illegitimate transaction(s) with its 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, the Second Party and/or any End-User) whatsoever.
    6. The Second Party understands and agrees (i) that neither the First Party nor its third-party licensors can guarantee the accuracy of tax rates obtained from taxing authorities, and, (ii) that the Second Party bears the ultimate responsibility for the proper payment of taxes applicable to Second Party's sale of its products or services.
    7. For the avoidance of doubt, the First Party does not make any representation, warranty or guarantee in respect of the quality, authenticity, fitness, nor any other statement in relation to the nature whatsoever, of the goods or services delivered or rendered by the Second Party, and shall not be responsible or liable for any claims in respect thereof or in connection therewith by any person (including, without limitation, any End-User) whatsoever.
  12. INDEMNIFICATION AND LIABILITY
    1. First Party Indemnity: The First Party shall defend, hold harmless and indemnify, at its expense, the Second Party, its affiliates and each of their respective officers, directors, employees, and the successors and assigns of the foregoing (each, a "Second Party Indemnified Party") against any third party legal cause of action, claim, suit, proceeding or regulatory action brought against the Second Party 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 the Second Party Indemnified Party, to the extent that such cause of action is based upon a claim that any services or products of the First Party infringe a copyright, patent, trade secret, or other intellectual property rights of a third party. Should any of the First Party's products or services become, or in the First Party's reasonable opinion is highly likely to become, the subject of a claim of intellectual property infringement, the First Party may, at its option: (i) obtain the right for the Second Party and its Customers to continue using the products or services; (ii) replace or modify the First Party’s 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 this Agreement.
    2. Second Party Indemnity: The Second Party shall defend, hold harmless and indemnify, at its own expense, the First Party, its affiliates and each of their respective directors, officers, employees and representatives, and the successors and assigns of the foregoing (each, a "First Party Indemnified Party") against any third party legal cause of action, claim, suit, proceeding or regulatory action brought against the First Party 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 the First Party Indemnified Party, to the extent that such cause of action is based on or arising from (i) any services or products of the Second Party that infringe a copyright, patent, trade secret, or other intellectual property rights of a third party; (ii) a breach by the Second Party of any of the terms, conditions, representations and warranties set forth in the Services Agreement and these Conditions; or (iii) the Second Party's or an End-User's use of the Services that are inconsistent with any of the terms of the Services Agreement or these Conditions or that violate any data protection laws, Network Rules, or any other applicable law, rule or regulation.
    3. 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.
    4. The First Party shall have no liability to the Second Party for any claim based on:
      1. any and all Losses incurred by the Second Party in respect of the products or services of the First Party which have been modified by parties other than the First Party;
      2. any and all Losses incurred by the Second Party in respect of the Second Party's use of the First Party's products or services in conjunction with data where use with such data gave rise to an infringement claim;
      3. any and all Losses incurred by the Second Party in respect of any failure of the Second Party to install upgrades or patches provided by the First Party where such upgrade or patch would have avoided such Losses;
      4. any and all Losses incurred by the Second Party in respect of the Second Party's use of the First Party's products or services in a manner inconsistent with the Services Documentation provided with such products or services;
      5. the Second Party's use of the First Party's products or services with software or hardware not authorized by the First Party, where use with such other software or hardware gave rise to the Losses incurred by the Second Party,
      6. any and all Losses incurred by the Second Party in relation to any absence of any license or permit in respect of the business activities and operations of the Second Party;
      7. any and all Losses incurred by the Second Party in relation to any claim related to any infringement of any intellectual property committed by the Second Party; and
      8. any other Losses, fines, penalties, claims (including, inter alia, legal and professional adviser costs), and damages suffered or incurred by the Second Party 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 the Second Party or any of his employees, directors, officers, representatives, agents or affiliates.
    5. Under no circumstances (i) shall the First Party nor any of its third-party licensors be liable to the Second Party for indirect, incidental, consequential, special or exemplary damages or Losses suffered or incurred (even if the First Party or any of its 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 the First Party or any of its third-party licensors to the Second Party with respect to the Services Agreement or any subject matter thereof, these Conditions or the Services under any contract, tort, negligence, strict liability or other legal or equitable theory, exceed the fees paid or payable to the First Party by the Second Party under the Services Agreement or (in the case of a dispute involving a third-party licensor of the First Party) the fees paid or payable to such third-party licensor during the six-month period immediately prior to the date the cause of action arose.
    6. The exclusions and limitations of this Condition 12 do not apply to obligations hereunder regarding indemnification for infringement of third party intellectual property rights by the Second Party or for liability arising from the bodily injury or death of a person by any Party.
  13. CONFIDENTIAL INFORMATION
    1. 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 its own confidential materials), (ii) not to divulge any such Confidential Information or any information derived therefrom to any third person except as is strictly necessary to provide or use the Services, (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 Services Agreement or these Conditions.
    2. Except as otherwise provided in the Services Agreement or these Conditions, within thirty (30) calendar days of termination of the Services 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 Services Agreement (including these Conditions), provided that such party continues to maintain confidentiality of such Confidential Information pursuant to the terms of the Services Agreement and these Conditions.
    3. Notwithstanding any provision in the Services Agreement or these Conditions 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.
    4. For the avoidance of doubt and notwithstanding the foregoing, either Party shall be entitled to disclose the existence of the relationship formed hereunder between the First Party and the Second Party 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.
  14. MISCELLANEOUS
    1. The Parties shall perform all of their duties under the Services Agreement (including these Conditions) as independent contractors. Nothing in the Services 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, franchiser and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking. The Parties understand and agree that, except as specifically provided in the Services 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.
    2. In performing any of the Services under the Services Agreement and these Conditions, from time to time, to the extent permitted under the law, Second Party hereby agrees to authorize First Party, at First Party's sole discretion, to delegate any of its duties and obligations hereunder to any of its Affiliates.
    3. These Terms and Conditions 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 (the "Law No. 24"), the Parties agree that the Bahasa Indonesia version of these Terms and Conditions 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 language text and the Indonesian language text, or if there should be any dispute in respect of the meaning or interpretation of certain provisions, the Parties hereby agree that the Bahasa Indonesia version will be deemed automatically amended to conform with the English version. 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 Terms and Conditions or the transactions contemplated herein on the basis of non-compliance with Law No. 24.