User Agreement

Valid as of December 31, 2015

This User Agreement ("Agreement") is a contract between you and PT Sinar Digital Terdapan, operating under the brand Xendit ("Company") and applies to your use of Company's services, including all payments (the "Services"). By saving a payment method (e.g., credit card, debit card, etc.) offered by Xendit or by using Xendit (whether through the Xendit website or on another device), you agree that you have read, agree with and accept all of the terms and conditions in this Agreement (other than any Service-Specific terms that apply to a Service that you do not use) as well as our Privacy Policy ("Privacy Policy").

Official details for Xendit:

Company: PT Sinar Digital Terdepan
Address: Jl. Panglima Polim Raya, Kav. 31 C,
Kel. Melawai, Kec.Kebayoran Baru,
Kota Administrasi Jakarta, Indonesia
Phone number: 0217230763

Commissioner: Tidar Rachmadi
Directors: Moh Ramlan

SERVICE AGREEMENT BETWEEN PT SINAR DIGITAL TERDEPAN AND [COMPANY NAME]

This Service Agreement is made and entered on [date] in Jakarta by and between:

  1. PT Sinar Digital Terdepan, located in Jl Panglima Polim Raya no 31C, Kebayoran Baru, Jakarta Selatan, 12160, in this Agreement is represented by Moh Ramlan as a Director, acting for and on behalf PT Sinar Digital Terdepan. Hereinafter referred to as the FIRST PARTY.
  2. PT [Company name], located in [Address] in this Agreement is represented by [Name] as a [Position], acting for and on behalf PT [Company Name]. Hereinafter referred to as the SECOND PARTY.

The FIRST PARTY and the SECOND PARTY will jointly be referred to as "THE PARTIES"
Recital:

  1. The FIRST PARTY is a Limited Liability Company engaged in the Technology based Funds Transfer Services, in this matter intend to provides various financial services;
  2. The SECOND PARTY is a Limited Liability Company engaged in [business description], in this matter intend to using the FIRST PARTY Technology;
  3. THE PARTIES in this matter intend to cooperate in payment infrastructure services, which the FIRST PARTY will provide in the form of Payment Services, which includes but are not limited to Disbursements, Collections via Virtual Account and Unique Amounts, to be used for the SECOND PARTY’s business and the SECOND PARTY will be charged for using the FIRST PARTY’s services.

Hereafter THE PARTIES agree to enter into an Agreement for the use of technological based electronic systems in payments (Hereinafter referred to as “AGREEMENT”), with terms and conditions as follows:

ARTICLE 1: DEFINITION

  1. Disbursements means an activity initiated by the SECOND PARTY’s instruction to move Funds from a Funding Account to Destination Account as specified in the Disbursement API.
  2. Collections means an activity initiated by the SECOND PARTY to receive inbound payments for its goods and services into a Funding Account. This may occur via bank transfer (virtual accounts or unique amounts) or credit/debit card.
  3. Virtual Account means a temporary bank account created by the FIRST PARTY to receive the funds which will be deposited in the Funding Account for the SECOND PARTY business needs.
  4. Unique Amount means a collection completed on behalf of the SECOND PARTY by adjusting the nominal amount by a small, unique amount to create a unique billable total for each existing payment.
  5. Card Processing is the receipt of funds on behalf of the SECOND PARTY with the process of the credit or debit card, where such payment will be deposited into the Fund Account.
  6. API means Application Programming Interface technology which is provided by the FIRST PARTY. It is a set of subroutine definitions, protocols and tools for building software and application interfaces.
  7. Dashboard means a web based reporting platform provided by the FIRST PARTY to the SECOND PARTY.
  8. Deposit means Funds which must be deposited by the SECOND PARTY into Funding Account.
  9. Balance means funds existing in a particular account.
  10. Destination Account means an account specified by the SECOND PARTY which will be transferred funds by the FIRST PARTY based on the SECOND PARTY instruction.
  11. Funding Account means a Bank Account selected and owned by the FIRST PARTY for the purposes of the SECOND PARTY in using the services set forth in this Agreement.
  12. Client means the service users or business partners of SECOND PARTY, which in the trade relation with the SECOND PARTY is using the FIRST PARTY services.
  13. Autodebit means a credit transaction to the SECOND PARTY’s account by the FIRST PARTY to execute Services herein. This requires no human intervention or manual process for the funds to be transferred.
  14. Payment means the money paid by the SECOND PARTY to the FIRST PARTY for services provided by the FIRST PARTY.
  15. Payment Services means the services provided by the FIRST PARTY to the SECOND PARTY which includes Disbursements and Collections via Virtual Account and/or Unique Amounts.
  16. Notice means communication delivered by one party to the other party via registered mail or email. The letter should include a signature of receipt of the letter from the receiving party.
  17. The SECOND PARTY’s Account means the Bank Account which is owned by the SECOND PARTY which is held by [Bank], [Branch office] with the account number [account number] On behalf PT [Company]

ARTICLE 2: KIND OF SERVICES

  1. The FIRST PARTY will provide up to 5 (five) kinds of services to the SECOND PARTY, which are:
    1. Disbursements as specified by the SECOND PARTY, via APIs or CSV upload;
    2. Collections via Virtual Accounts and/or Unique Amounts ;
    3. Card Processing;
    4. API as a technology which is provided by the FIRST PARTY to conduct Disbursements and/or Collections that shall be used by the SECOND PARTY;
    5. Funding Account that may belong to the FIRST PARTY and shall be used in accordance with the needs of the Payment Services, and is created on behalf of the SECOND PARTY.
  2. To process the various services provided by the FIRST PARTY, the FIRST PARTY has the right to receive funds and disburse funds from accounts in the name of PT Sinar Digital Terdepan, PT Sendiri Digital Indonesia, or PT Xentra Digital Terutama.

ARTICLE 3: RIGHTS AND OBLIGATIONS OF THE FIRST PARTY

  1. The FIRST PARTY has the following rights:
    1. To receive payments for every transaction made by the SECOND PARTY.
    2. In no event shall the FIRST PARTY be responsible for the SECOND PARTY intentionally or negligently revealing to any other persons its and/or its customers’ bank account, credit card, username and password information, or for carelessly keeping the password, or in case that any other person causes such information to be known or in case of dishonesty of the SECOND PARTY and/or other persons.
  2. The FIRST PARTY has the following obligations:
    1. Only to collect the amount of payments for goods and/or services on behalf of the SECOND PARTY. The FIRST PARTY is not involved in any contracts made between the SECOND PARTY’s users and/or clients and the SECOND PARTY. In case of a dispute between the SECOND PARTY and its users/clients, the FIRST PARTY shall in no event be liable or jointly liable. The SECOND PARTY shall be solely responsible for such disputes to its users and/or clients.
    2. To gather all payments for goods and/or services on behalf of the SECOND PARTY and, after deducting the service fees according to Article 6, and any expenses (if any) such as credit card fees, tax, chargebacks and other fees in accordance to the prevailing regulation, and to remit it to the SECOND PARTY’s account within the specified period and according to the payment methods outlined in Article 6. The SECOND PARTY agrees to be responsible for all fees incurred for the Payment Services as outlined in Article 6.

ARTICLE 4: RIGHTS AND OBLIGATIONS OF THE SECOND PARTY

  1. The SECOND PARTY has the following rights:
    1. To obtain Disbursement Services through API and/or the Dashboard;
    2. To obtain Collection Services through API;
    3. To obtain Virtual Accounts from the FIRST PARTY;
    4. To receive processing services for debit and/or credit cards;
    5. To receive the APIs to be used as a facility service provided by the FIRST PARTY;
    6. To obtain Funding Accounts from the FIRST PARTY.
  2. The SECOND PARTY has the following obligations:
    1. To make payment for the cost stated in the Agreement to the FIRST PARTY;
    2. To obey the rules and the Standard Operating Procedures that have been established by the FIRST PARTY;

ARTICLE 5: SERVICES: DISBURSEMENT AND COLLECTIONS

  1. The FIRST PARTY shall provide APIs that shall be used by the SECOND PARTY in the execution of the Services referred on this contract on behalf of the SECOND PARTY.
  2. Disbursements will be provided by the FIRST PARTY on behalf of the SECOND PARTY, with the following conditions:
    1. Disbursements instructions can only be delivered by the SECOND PARTY to the FIRST PARTY via APIs or via manual upload on the Dashboard;
    2. API instructions to execute the Disbursement delivered with the SECOND PARTY’s API key is considered as final and irrevocable;
    3. Executed Disbursement instructions delivered via manual upload on the Dashboard is considered as final and irrevocable;
    4. Disbursements will only occur if the Funding Account has enough Balance to cover the Disbursement requested by the SECOND PARTY;
    5. The FIRST PARTY agrees to deliver Disbursements within the same day once the Funding Account has sufficient Balance to cover the Disbursement.
  3. A Collections engine will be provided by the FIRST PARTY on behalf of the SECOND PARTY to receive Funds by the payment methods elected by the SECOND PARTY, with the following conditions:
    1. The SECOND PARTY will provide instructions via API to create an invoice and the FIRST PARTY will provide necessary information for the SECOND PARTY to receive payments from its users.
    2. Virtual Accounts will be made by the FIRST PARTY on behalf of the SECOND PARTY to receive Funds, and afterwards the funds shall be deposited in the Funding Account for the purposes of the SECOND PARTY.
    3. Unique Amounts engine will be made available by the FIRST PARTY on behalf of the SECOND PARTY to receive Funds, and afterwards the funds shall be deposited in the Funding Account for the purposes of the SECOND PARTY.
    4. The FIRST PARTY agrees to provide its services, with the following conditions:
      1. Payments executed by the user to the right destination with the right amount as mentioned in the invoice, within the relevant period is to be detected within 30 minutes.
      2. In the case where the SECOND PARTY’s user has incorrectly paid by sending the incorrect amount which does not correspond to the amount charged, sent the funds to the wrong destination or failing to completing the credit and/ or debit card transactions, then the SECOND PARTY could initiate a transaction review and the FIRST PARTY should respond within 1 working day.
      3. Settlement on a H+1 basis, so payments are totaled and delivered in the next day minus any fees as set forth in Article 6.
  4. Card processing services will be provided by the FIRST PARTY to receive payment on behalf of the SECOND PARTY via debit or credit card, with the following conditions:
    1. The SECOND PARTY has considered carefully and realized that transactions through electronic systems has its own risks and have accepted the immediate consequences of such risks incurred through transacting online
    2. The SECOND PARTY is responsible for all costs associated with chargebacks caused by the Client, including but not limited to chargeback processing fees issued by the FIRST PARTY
    3. In the event of a chargeback and/ or payment cannot be accepted, a card is cancelled or a transaction is withheld, or a transaction is suspicious, or other reasons that may cause harm to the FIRST PARTY financially, the SECOND PARTY agree to indemnify the FIRST PARTY in full. The FIRST PARTY has the right to immediately replaced the loss by restoring the amount of money paid for the goods and/or services to the SECOND PARTY without objection or refusal for any reason.
  5. THE PARTIES are required to maintain the balance of the Funding Account as stipulated in article 7 of this agreement.
  6. The Funding Account will be created and administered by the FIRST PARTY in the Bank appointed by the FIRST PARTY to the SECOND PARTY for purposes of the Payment Services.
  7. The FIRST PARTY cannot be held responsible for any errors and/or damages resulting from misuse of API usage by the SECOND PARTY as set forth in paragraph (6).

ARTICLE 6: SYSTEM AND METHOD OF PAYMENT

  1. For the Service provided by the FIRST PARTY, the fees to be paid by SECOND PARTY are outlined below:
    1. Collections via Virtual Account / Rp 6.000
    2. Collections via Unique Amount / n/a
    3. Collections via Credit Card / 3.1% of total transaction amount + Rp 2.500
    4. Disbursements via API and/or Dashboard / Rp 5.000
    The pricing outlined above includes PPN.
  2. The SECOND PARTY agrees that the FIRST PARTY is entitled to immediately offset the fees as mentioned in items 1, 2 and 3 with item 4, including any other fees that the SECOND PARTY is required to pay or reimburse to the FIRST PARTY hereunder prior to transferring such amount to the SECOND PARTY.
  3. During the period of this Agreement, if there are any factors or changes resulting in increment of service fees for performance of the FIRST PARTY hereunder, the SECOND PARTY agrees that the FIRST PARTY is entitled to amend the rate of the Service Fee by giving at least thirty (30) days advance notice to the SECOND PARTY.
  4. Auto Debit will be conducted by the FIRST PARTY to credit the SECOND PARTY’s account based on instructions by the SECOND PARTY and/or on the schedule of payments specified herein.
  5. The FIRST PARTY will send a notification to the SECOND PARTY for Auto Debit transactions executed.
  6. The SECOND PARTY shall ensure that funds within the Funding Account are sufficient to do Auto Debit as mentioned in paragraph (4).

ARTICLE 7: SANCTIONS

  1. In the event that the SECOND PARTY does not fulfill the conditions as stipulated herein, the FIRST PARTY has the right to refuse Disbursement instructions from the SECOND PARTY.
  2. The sanctions as set forth in paragraph (1), shall be terminated if the SECOND PARTY has fulfilled its obligations.
  3. If the rejection of Disbursement instructions as set forth in paragraph (1), has been implemented for maximum of 7 (Seven) days, the FIRST PARTY will send a written warning to the SECOND PARTY.
  4. In the event that the written warning as set forth in paragraph (3) ignored by the SECOND PARTY, the FIRST PARTY may apply for the annulment of the Agreement to the SECOND PARTY.

ARTICLE 8: PERIOD OF THE AGREEMENT

  1. This Agreement is valid for 2 (two) years after the signing of this Agreement on [Start Date] and expired on [End Date]
  2. This Agreement will be automatically extended at 30 (thirty) days prior to the date of the expiry of Agreement as referred to paragraph (1) of this article unless written instruction to do otherwise is delivered by either Party.

ARTICLE 9: TERMINATION OF THE AGREEMENT

  1. In the event any of THE PARTIES wishes to withdraw from the Agreement prior to the time period as stipulated in article 9, paragraph (1), the concerned party must give notice to the other party no later than 30 (thirty) days in advanced by first completing its obligations.
  2. In the case that one of THE PARTIES does not fulfill the obligations as agreed upon this Agreement and sanctions as stipulated in Article 8 has been implemented for 7 (seven) days, the aggrieved party may request an annulment of the Agreement by sending a first warning letter to the defaulting party.
  3. In the case of the warning letter as mentioned in paragraph (2) is not addressed by the defaulting party within 7 (seven) days, thereupon the Agreement will be automatically ended.
  4. The end of the Agreement as stipulated in paragraph (1) and paragraph (3) upon this Agreement does not remove the rights and obligations of THE PARTIES that has appeared at the time when this Agreement is still valid.
  5. THE PARTIES hereby gree to waive the provisions of Article 1266 of the Indonesian Civil Code where court decision is not required for the termination of this Agreement.

ARTICLE 10: FORCE MAJEURE

  1. In the case that the implementation of the terms and provisions of this Agreement by either party are impossible and result in termination of this Agreement due to circumstances beyond the capability of one such party including but not limited in this regard to events of dust, traffic accidents, general strikes, riots, bombings, natural disasters, wars, revolutions, fires, floods, epidemia, quarantine, insurgency and the Government's policy and the Government's provisions hereinafter referred to Force Majeure, then each party can not be declared in default in terms of the failure to implement the terms and provisions of this Agreement.
  2. If either party is unable to fulfill its obligations due to Force Majeure, then that party shall send a notice to the other party immediately after the incident has occurred.
  3. In the event of Force Majeure occuring more than two (2) consecutive months after the date of notification, either party may send a letter to terminate the Agreement to the other party.
  4. Any losses incurred due to Force Majeure does not give liability to the other party to replace those losses.

ARTICLE 11: DISPUTE RESOLUTION

  1. This Agreement is governed by and made in accordance with the laws and regulations of the Republic of Indonesia and THE PARTIES hereby declare to be subjected to the applicable laws and regulations.
  2. THE PARTIES agree to resolve all disputes, controversy or claim between THE PARTIES arising out of or in connection with this Agreement through mediation.
  3. If THE PARTIES do not find an Agreement through mediation, then all disputes, controversy or claim between THE PARTIES arising out of or in connection with this Agreement will be resolved through arbitration, namely through the Indonesian National Arbitration Board (BANI).

ARTICLE 12: COMPENSATION

  1. In the event of losses caused by the FIRST PARTY, then the SECOND PARTY agrees to release the FIRST PARTY and all of its employees from all claims for damages, claims, expenses, court fees and Advocate fees incurred.
  2. In the event of a dispute relating to this Agreement, the losing party is willing to bear all costs incurred, including but not limited to the Advocate fees of the winning side.

ARTICLE 13: ADDENDUM

  1. If there are any other matters that have not been stipulated and mentioned in this Agreement, it will be provided in an addendum that shall be agreed to by THE PARTIES and the content and the meaning cannot be separated from this Agreement.

ARTICLE 14: CLOSING PROVISIONS

  1. THE PARTIES and their employees, agents and representatives are required to comply with all applicable laws, regulations, rules, orders, directives, requirements, standards, guidelines and applicable industry practice codes, which bind THE PARTIES in connection with activities relating to this Agreement.
  2. All the terms and conditions of this Agreement including its annexes are applicable and shall fully bind THE PARTIES.
  3. This Agreement is made in 2 (two) copies, with stamps and have the same legal effect once signed by THE PARTIES. Both copies are considered to be the original document and are regarded as one and the same Agreement.
  4. The Agreement is thus made to be obeyed and implemented by THE PARTIES on the date listed at the beginning of this Agreement.

This agreement is signed on [Date]:

FIRST PARTY/PIHAK PERTAMA




Moh Ramlan
Direktur
PT Sinar Digital Terdepan

SECOND PARTY/PIHAK KEDUA




[Name]
[Position]
PT [Company]