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Terms & Conditions

Last Update: 3 April 2023

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

By utilizing Our services and features, You hereby agree and accept to be subject to Our Privacy Policy which is accessible here https://www.instamoney.co/privacy-policy/

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

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

1. INTERPRETATION

  1. Definitions: All capitalized terms that are not defined in these T&C will have the meanings ascribed to them in the Service Agreement.
  2. For the purposes of these T&C, and except where the context requires otherwise:
    • “Affiliates” means a parent, subsidiary, brother or sister company or other company or entity which controls Us or which We control or which is under common control with Us.
    • “API” means the application programming interfaces, a set of subroutine definitions, protocols and tools for building software and application interfaces, provided by Usand that may be used by You to access the Services.
    • “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 Senders/Recipients and the financial terms of the Service 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 Service Agreement, as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of the Service 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.
    • “Banks” means the banks with whom We have entered into agreements in respect of the provision of account and payment authorization services and such other banks as may enter into such agreements from time to time, and their transferees, and “Bank” shall mean any one of them.
    • “Dashboard” means a web-based platform provided by Us to You that enables a Fund Transfer Order to be executed.
    • “Business Hours” means between 08.00 to 17.00 WIB on Monday, Tuesday, Wednesday, Thursday, and Friday that is not a public holiday and/or joint leave as determined by the Government.
    • “WIB” means Indonesian Western Time or GMT +7 (Greenwich Mean Time +7)
    • “Pre-Fund” means any topping up of the balance in the Pre-Fund Account which shall be done in IDR except where the Services involve a foreign exchange conversion before Disbursement, in which case such Pre-Fund shall be done in USD, to the extent permitted under the prevailing laws and regulations.
    • “Pre-Fund Account(s)” means bank account(s) created and administered in any Bank appointed by Us designated for the purpose of storing the balance of Your funds for and throughout Your use of the Services.
    • “Fund Transfer” means a movement of funds initiated from a Sender to a Recipient in which funds from or to a Your Account can be transferred to, collected and/or withdrawn by a Recipient(s) whether directly or indirectly through the intermediary assistance of a third party via the following collection channel: Your Account, Destination Account, Retail Outlet or E-Wallet.
    • “Fund Transfer Order” means an instruction given by You to Us to execute a Fund Transfer from Your Account, which contains information on the amount, the currency, identity of the Recipient, the collection channel (Destination Account, Retail Outlet or E-Wallet) that are given by You via the relevant API or by manual method of uploading an XSLX file via Dashboard.
    • “Disbursements” means the act of Fund Transfer by a Sender whether executed via the relevant API or by manual method of uploading an XSLX file via Dashboard.
    • “Collection” means the act of receiving funds by a Recipient based on a Fund Transfer order.
    • “Sender”means any individual and/or entity that gives a Fund Transfer Order to Us and/or You to transfer funds to the Recipient.
    • “Recipient” means any individual and/or entity who is intended to receive funds based on a Fund Transfer Order from the Sender to Us and/or You whether directly or indirectly through intermediary assistance of a third party.
    • “Remittance” means a fund transfer in which the Sender and the Recipient are located in different countries.
    • “IDR“, “Rupiah” or “Rp.” means the lawful currency for the time being of the Republic of Indonesia.
    • “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.
    • “Service Agreement” means an agreement entered into by the Parties in relation to the Services provided by Us to You.
    • “Services Documentation” means collectively, the operating instructions, user manuals, and help files, in written or electronic form, made available to You (including, but not limited to, the information found on instamoney.co), and that are intended for use in connection with the Services.
    • “User Information” means every information, data, and/or documents that are required by Us, payment partner(s), laws, and governmental authority to perform the Services and/ or to comply with the applicable regulations.
    • “USD” means the lawful currency for the time being of the United States of America.
    • “Invoice” means a document issued by Us to You containing details of the services that have been rendered by Us, the due amount, the applicable taxes, and the due date that the amount is to be received by You.
    • “AML-CTF” policies means Anti-Money Laundering and Counter-Terrorism Financing policies that are imposed by the government of the Republic of Indonesia, which at the time being are Law No 8 of 2010 on Prevention and Eradication of Money-Laundering Crime and Law No. 9 of 2013 on Prevention and Eradication of Terrorism Funding Crime and its implementing regulations.

2. SERVICE FEES

  1. Unless agreed otherwise between the Parties in writing, the service fees to be paid by You to Us for the Services (including (where applicable) any foreign currency conversion charges to be borne by You) shall be as set out in the Price Schedule of the Service Agreement.
  2. You shall pay the service fees for the Services to Us in accordance with the terms in the Service Agreement.
  3. A Collection shall be considered executed when funds specified in a Fund Transfer order by You are successfully transferred by a Sender to the Recipient.
  4. A Disbursement shall be considered executed when funds specified in a Fund Transfer Order from You have been successfully sent out from Your Account balance to the relevant destination bank account(s), retail outlet(s), or e-money/e-wallet(s).
  5. We 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 You in accordance with Clause 4.2 of the Service Agreement.
  6. You agree that We are entitled to immediately offset any expenses, fees, costs or charges owed by You to Us in accordance with the Price Schedule or any Losses legally and rightfully incurred by Us as a result of Your actions, as determined in accordance with Clause 7 (Dispute Resolution) of the Service Agreement, T&C 2.6 or T&C 7 below, before transferring any amount that You are entitled to.
  7. 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, We 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 You. You hereby agree and authorize Us specifically to deduct Your Pre-Fund Account or escrow account balance to set-off any invoice amounts that have fallen sixty (60) days past due as well as any accrued interest. In the event Your Pre-fund Account or escrow account balance is insufficient to set off the due amounts in accordance with this subclause, You shall remain responsible to pay the post-deduction outstanding amounts and late interest as referred to in this subclause shall continue to accrue thereon.

3. DISBURSEMENT SERVICES

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

  1. Fund Transfer Order to perform any Disbursement can only be delivered by You to Us via the API or by way of manual upload on the Dashboard and all Fund Transfer Order shall only be valid if made in accordance with any formats or templates stipulated by Us in the Services Documentation. We shall not be obligated to initiate any Disbursement on Your behalf until the proper Fund Transfer Order for any Disbursement are delivered pursuant to this T&C 3.1.
  2. All Fund Transfer Orders received to perform any Disbursement delivered with Your API key are considered final and irrevocable as at the time of delivery, which shall be the moment at which You post a request to create a Disbursement via the API. The timestamp appearing in the response returned by the API following such request by You shall be conclusive evidence of the time of delivery of such Fund Transfer Order.
  3. All Fund Transfer Orders received to perform any Disbursement delivered by You 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 You approve such Disbursements on the Dashboard.
  4. Under no circumstances shall We be obligated to perform any Disbursement on Your behalf unless and until the balance in Your Pre-fund Account is equal to or greater than the sum of the value stated in the Fund Transfer Order and the services fees in respect of such Fund Transfer Order, as set out in the Price Schedule. You may add to the balance in Your Account in accordance with the instructions found at https://instamoney.github.io/dashboard-docs/prefunding.html.
  5. Where the balance in Your Account is equal to or greater than the sum of the value of the Fund Transfer Order requested by You and the services fees in respect of such Disbursement set out in the Price Schedule, We shall perform such Disbursement (in the case where such Disbursement request is received by 15.00 WIB on a business day or where such request for Disbursement is received after 15.00 WIB on a business day and the value of such Disbursement requested is lower than Rp 50 million) by 23:59 WIB 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 15.00 WIB on a business day or where such request for Disbursement is received on a non-business day) by 23:59 WIB on the next business day PROVIDED ALWAYS THAT We shall not be in breach of this T&C 3.5 nor shall We or any of Our Affiliates be liable for any Losses incurred by You in respect of Us or Our 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 Our control or Our Affiliates (including, without limitation, any technical or infrastructural failure or breakdown in the banking and money transmission system).
  6. A Disbursement is deemed performed by Us (in the case of a Disbursement via API) when the Fund Transfer Order made by You reaches Our servers and the response returned by Our API shows the transaction as “PENDING” and (in the case of a Disbursement by way of manual upload) when the status of Your request for a Disbursement is shown as “PENDING” on the Disbursements screen on Your Dashboard.
  7. You acknowledge and accept that Our obligations to You in respect of each Disbursement are fulfilled in full upon completion of Clause 3.6 above, and acknowledges and accepts that We and Our Affiliates shall not be responsible nor liable for any Losses incurred by You in respect of any error, failure, delay, breakdown, postponement or any other event affecting the final processing of any Disbursement by the Banks with whom Your Account(s), Destination Account, Retail Outlet, or E-Money/E-Wallet are created, administered and maintained.
  8. We covenants that, subject to this T&C 3.8, all funds received by Us and/or any of Our Affiliates on Your behalf shall be held for Your benefit , and that, save for any expenses, fees, costs or charges owed by You to Us in accordance with the Price Schedule or any Losses legally and rightfully incurred by Us as a result of Your actions, as determined in accordance with Clause 7 (Dispute Resolution) of the Service Agreement, T&C 2.6 or T&C 7 below, Us shall not have any rights to any funds received on Your behalf.
  9. You agrees to be subject to the terms and conditions of the appointed Bank(s) together with whom Us provides the Services (including, but not limited to, any limits or changes to the hours during which Disbursements services are supported by the appointed Bank) and all such terms and conditions are incorporated herein by this reference.
  10. You accept and agree that it is Your responsibility to fully review the API reference and thoroughly test its integration before processing live Disbursement using Our API. You acknowledge that We have provided idempotency in Your Disbursement API so that You can safely retry requests without accidentally performing the same operation twice. It is Your responsibility to implement idempotency in Your Disbursement requests to prevent losses due to unsafe retries. You agree that You are solely responsible for all losses You may incur from not performing idempotent requests.
  11. We endorse You to withdraw any unutilized funds or Prefund in the dashboard balance and/or Pre-Fund Account(s) in the event the dashboard/Pre-Fund Account(s) has been inactive more than 30 (thirty) business days.

4. COLLECTION SERVICES (VIRTUAL ACCOUNT, RETAIL OUTLET OR E-WALLET/E-MONEY)

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

  1. You shall configure Your elected method with which Collections can be performed by Us by notifying any of Our representative, employee, officer or director of Your election for Collections to be performed by way of fixed or non-fixed Virtual Accounts or Retail Outlets or E-Wallet/E-Money, via Instant Messaging Service or otherwise in writing.
  2. Where You elect to engage Our switching services, the following provisions shall apply:
    • You shall enter into a cooperation agreement with Your preferred partner bank before engaging Our switching services.
    • You shall provide a certified copy of the cooperation agreement entered into with Your preferred partner bank to Us upon Our request.
    • We shall be entitled to determine the minimum volume of transactions that shall be made by You when using Our switching services at any time, which shall be effective upon written notice of not less than thirty (30) days to You.
    • Where You use a lease line, any installation cost and/or subscription fee in respect of any communication link installed between Your website and Our system shall be borne solely by You.
    • 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.
  3. Where You elect to engage Our collection services via the payment channels maintained by Retail Outlets (e.g., Alfamart, IndoMaret, Payfazz) or E-Wallet/E-Money (e.g., Ovo, Dana, GoPay), You agrees to be subject to the terms and conditions of the retail outlets and E-wallet/E-money organizer (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 the Retail Outlets or E-wallet/E-Money) and all such terms and conditions are incorporated herein by this reference.
  4. Where elected by You, Virtual Account(s) will be created and maintained by Us with the appointed Bank on Your behalf for the purposes of receiving funds from any Sender(s). Such Virtual Account shall be a fixed Virtual Account, which shall be a Virtual Account with a unique account number fixed or permanently assigned to a Recipient. Such fixed Virtual Account shall be used to receive funds until such time as You gives notification to Us to terminate such fixed Virtual Account, such notification to be made via Instant Messaging Service or otherwise in writing.
  5. You shall follow the instructions set forth in https://instamoney.github.io/dashboard-docs/fixed-virtual-accounts.html to activate Your Virtual Accounts.
  6. All funds received by Us on Your behalf as a result of the performance by Us of all Collections, whether by way of Virtual Accounts, Retail Outlets or E-wallet/E-Money, shall be added to Your balance with Us.
  7. Settlement of all funds received in Your balance shall be done on a H + 1 business day basis, and all Fund Transfers due to You shall be totaled and routed to Your Account(s) designated to You with such balance made available on Your Dashboard for disbursement or withdrawal no later than 23.59 WIB one (1) business day after the last receipt of any Fund Transfer from any Sender, where such payment was made by 17.00 WIB on a business day, less the deduction of any expenses, fees, costs or charges owed by You to Us in accordance with the Price Schedule, the Service Agreement and these T&C. Save as subject to Clause 7 of the Service Agreement, You shall be entitled to withdraw the funds held on Your behalf in You Account(s) and reflected on Your Dashboard at any time.
  8. We covenant that, subject to this T&C 4.8, all funds received by Us and/or any of Our Affiliates on Your behalf shall be held for Your sole benefit, and that, save for any expenses, fees, costs or charges owed by You to Us in accordance with the Price Schedule, the Service Agreement or these T&C or any Losses legally and rightfully incurred by Us as a result of Your actions, as determined in accordance with Clause 7 (Dispute Resolution) of the Service Agreement, T&C 2.6 above or T&C 7 below, We shall not have any rights to any funds received on Your behalf.
  9. You agree to be subject to the terms and conditions of the appointed Bank(s) together with whom Us 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. AML - CTF

  1. As a financial institution, We are committed to fully comply with the prevailing laws and regulations regarding Anti- Money Laundering, Countering Terrorist Financing and also International Sanction Regime. We prohibit Our Services to be used to process underlying activities that are classified as Prohibited Purpose under T&C 14, not limited to money laundering, fraud, terrorist financing, and other financial crimes.
  2. In using the Services, We reserve the right to impose You, Sender and Recipient to provide information and/or documentation to comply with government imposed Anti- Money Laundering, Countering Terrorist Financing policies.
  3. You shall comply with the prevailing AML-CTF regulation provisions, including but not limited to, implementing proper Customer Due Diligence (CDD) process towards Sender and Recipient, fulfillment of transaction monitoring and reporting obligations.
  4. You are obligated to provide any Know Your Customer (KYC) and AML documentations and information deemed necessary by Us to facilitate Fund Transfer, foreign exchange services for remittance purposes, including but not limited to, source of funds, purpose of funds, sender information, recipient information, and other general transaction information deemed necessary by Us.
  5. You acknowledge and accept that We have absolute discretion to deny, suspend and terminate services to You on any of the following basis:
    • You were found or suspected of opening anonymous account(s) with fictitious credentials that does not correspond with the KYC documents as required by Us;
    • You were found or suspected to have relations with a “Shell Bank”, that does not have a physical presence in any country and is not an affiliation of any financial service business group that are the subject of any consolidated supervision; or.
    • You are related to or processes transactions of a party originating from or associated with countries on sanction lists designated by the FATF.
  6. In the implementation of Remittance Services, We carry out screening procedures for all Senders and Recipients. The list of sanctions used by us is as follows:
    • The Office of Foreign Assets Control (OFAC)
    • United Nation (UN)
    • List of Suspected Terrorists and Terrorist Organizations (DTTOT)
    • Weapon of Mass Destruction
    • United Kingdom (UK)
    • European Union (EU)

6. FOREIGN EXCHANGE SERVICES

Any foreign exchange transactions performed or to be performed by Us for Your benefit are subject always to the following conditions:

  1. Foreign exchange services may be provided by Us to You pursuant to any of the following methods:
    • a manual process in which You makes a direct, written request to Us via electronic mail transmission, fax or Instant Messaging Service for Our foreign exchange services; or
    • via Our APIs.

    At all times, the First Party shall use the services of a Foreign Exchange Trader in carrying out the Second Party’s request.

  2. Source Funds must be Available: We 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 You 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 You transfers the amount of USD desired for the foreign exchange after 13.00 WIB on the same business day or on a non-business day.
  3. Exchange Rate Quoted at the Time of Conversion is Final Exchange Rate: You acknowledges and agrees that, notwithstanding if You has already provided Your written confirmation approving any applicable exchange rate, all applicable exchange rates quoted by Us 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 Us at the time when the conversion is made.
  4. No Reconversions: You acknowledges, agrees and understands that all conversions are final and irrevocable. There will be no reconversions by Us of any amount that has already been converted by Us for You.
  5. 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 Our sole opinion is likely to effect a material change in currency exchange rates, We may immediately suspend Our provision of the Services for any duration and shall provide written notification to all parties of Our intention to suspend such services by way of a notification on Our website, via Instant Messaging Service, electronic mail transmission and/or error messages via APIs.
  6. Right to Suspend Foreign Exchange Services: We may suspend the provision of Our foreign exchange services to all parties at any time and for any duration with twenty-four (24) hours’ written notification of Our intention to do so by way of a notification on Our website, via Instant Messaging Service, electronic mail transmission and/or error messages via APIs.
  7. 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 Us (in each case, to be determined in Our sole discretion), We shall be entitled, in Our sole discretion, to (i) refuse to complete any foreign exchange transaction based on any quoted exchange rate and to respond to You with an error message or with new quotes, or (ii) cancel any foreign exchange transaction and refuse to execute any conversion based on any quote confirmed pursuant to such foreign exchange transaction, and to respond to You with a failure message or with new quotes, and Us shall not be liable for any Losses incurred by You in respect of such refusal to complete such transaction and/or execute such conversion.

7. LIABILITIES FOR FUND TRANSFER AND OTHER LIABILITIES

  1. You acknowledges and agrees that We and each of Our Affiliates shall not be liable or responsible in any respect whatsoever for, and that You shall be liable for all Losses incurred by Us arising out of:
    • any Fund Transfer error, or other invalid Fund Transfer caused by You or Sender (collectively, “Invalid Fund Transfer”)
    • any error, default, negligence, misconduct or fraud by You, Your employees, directors, officers, representatives or anyone acting on Your behalf; and/or
    • any Losses incurred by Us in respect of a failure by You to comply with terms of the Services Agreement or these Conditions.
  2. In the event of an Invalid Fund Transfer or other liability as provided above, We may deduct the amounts due to Us from the balance in Your Dashboard immediately and without objection or refusal by You, or (where the balance in Your Account is less than the sum of the value of any Invalidated Fund Transfer(s) and/or other costs or liabilities incurred in accordance with this Condition 7), We shall issue a written notice to You for any reimbursement in respect of such Invalidated Fund Transfer(s) and/or such other costs or liabilities, and You shall make such reimbursement within seven (7) calendar days of receipt of such notice, provided always that any delay or failure by Us to make such deduction shall not constitute or be construed as a waiver of any or all of Our rights in relation to such Losses to which we are entitled.

8. SECURITY AND FRAUD

  1. You represents and warrants that, at all times while this Agreement is in effect, You shall maintain and adhere to all reasonable security measures to protect You 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).
  2. Unless caused solely by Our gross negligence, willful default or fraud, You shall be responsible for all Losses incurred when lost or stolen credentials or accounts are used to execute a Fund Transfer Order from Your Account(s), when there has been a compromise of Your username or password or any other unauthorized use or modification of Your account on Our platform. Each of Us and Our Affiliates does not and will not insure You against any Losses caused by fraud. Further, You acknowledge and agree to fully reimburse Us for any Losses incurred by Us in respect of (whether directly or indirectly) the use of Your lost or stolen credentials or accounts, unless such credential or accounts have been lost or stolen solely through Our gross negligence, willful default or fraud.
  3. We may assist You with any investigations with law enforcement to recover lost funds. However, where We agree to facilitate You in such investigations, We shall not liable to You, 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 You to review all security controls provided or suggested by Us and to determine if such security controls are sufficient or appropriate for its purposes and, where appropriate, independently implement other security procedures and controls not provided by Us. We do not represent, warrant or guarantee that You will never become victims of fraud.
  5. You agree that You will provide evidence of Your compliance to T&C 8.1 to Us upon Our request. Failure to provide evidence of such compliance to Our satisfaction may result in the suspension of Services or termination of the Service Agreement.
  6. In the event We receive information from our payment channel partners, regulator or law enforcement authorities, any Sender or Recipient or the public of an indication or allegation of fraudulent activities, scams, and/or any unlawful or illegal activities by You or any Sender or Recipient associated with You, in addition to and notwithstanding any other rights We may have under these T&Cs or the Service Agreement, We may require You to (i) carry out periodic and/or incidental reviews on the relevant transactions, or Sender, or Recipient, (ii) provide information on any action, response or settlement you may have performed towards or in relation to such activities, (iii) provide a written action plan to address the reported activities as well as overall risk management plan within a reasonable time period on case-by-case basis, and (iv) keep Us informed on the implementation of said plans. Failure to comply with this requirement may result in suspension or termination of Our Services to You, in accordance with the terms thereof under the relevant Services Agreement or Terms and Conditions.

9. LICENSE AND INTELLECTUAL PROPERTY

  1. Subject to the terms of these Conditions, We hereby grant to You and You hereby accept from Us a personal, limited, non-exclusive, non-transferable license and right to use Our API and accompanying Services Documentation for the following purposes:
    • Install and use the API on as many machines as reasonably necessary (which machines are and shall be maintained in facilities owned, occupied, or leased by You) to use the Services for the purpose of executing a Fund Transfer;
    • use the accompanying Services Documentation solely for the purpose of using the APIs and Services; and
    • 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, We hereby grant You a limited, non-exclusive, non-transferable royalty-free license to use Our trademarks and service marks (collectively the “Advertising Materials”; provided that You agree to change, at Your expense, any Advertising Materials which by We, in Your sole judgment, determine to be inaccurate, objectionable, misleading, or a misuse of Our trademarks and/or service marks. You, upon written demand by Us, shall immediately cease the use of any Advertising Materials that We deem to be in violation of this Clause 9.2. Notwithstanding any provision in these Conditions to the contrary, such license shall be revoked immediately and automatically upon termination of the Services Agreement. You will not add to, delete from, or modify any Advertising Materials, Services Documentation or forms provided by Us without Our prior written consent.
  3. You acknowledge and agree that except for the rights and licenses expressly granted to You in these Conditions, as between You and Us, We shall retain all right, title and interest in and to the Services, APIs, Services Documentation, and any derivatives of the foregoing (the “Our IP”); and, nothing contained in the Services Agreement or these Conditions shall be construed as conferring upon You by implication, operation of law, estoppel, or otherwise, any other license or right. You shall not: (i) use, reproduce, distribute, or permit others to use, reproduce, or distribute any of Our IP for any purpose other than as specified in these Conditions; (ii) make Our IP available to unauthorized third parties; (iii) rent, electronically distribute, timeshare, or market Our IP by interactive cable, remote processing services, service bureau or otherwise; or, (iv) directly or indirectly modify, reverse engineer, decompile, disassemble, or derive source code from any of Our IP.

10. REPRESENTATIONS AND WARRANTIES

  1. In addition to any other representations and warranties as may be contained in the Service Agreement, Our representations and warranties shall be as follows:
    • The Services and APIs provided to You hereunder will conform to the specifications set forth in the applicable Services Documentation, as may be amended from time to time at Our sole and absolute discretion, and in the Service Agreement.
    • We will maintain compliance with all applicable laws, rules and regulations and (where applicable) rules governing the security of personal data.
    • The preceding warranties will not apply if: (i) any products, services, or deliverables provided hereunder are used in material variation with the Service Agreement, these T&C or the applicable documentation; (ii) any products, services, or deliverables licensed hereunder or any part thereof have been modified without Our prior written consent; or, (iii) a defect in any products, services, or deliverables provided hereunder has been caused by any of Your malfunctioning equipment or third party software.
    • In the event that You discovers that any products, services, or deliverables are not in conformance with the representations and warranties set forth in T&C 10.1(a) and T&C 10.1(b) and reports such non-conformity to Us, Us will, at Our discretion, (i) exercise commercially reasonable efforts to correct the non-conformity at no additional charge to You, or (ii) refund the fees paid for the non-conforming products, services, or deliverables during the ninety (90) day period preceding Your discovery of such non-conformity. The remedy stated in this paragraph constitutes Your sole and exclusive remedy and Our entire liability under T&C 10.1(a) and T&C 10.1(b).
    • We will not use or disclose unique, non-public Sender and Recipient data submitted by You except as reasonably necessary (i) to provide the Services to You hereunder, (ii) to provide fraud screen services generally without disclosing personally identifiable Sender and Recipient information, or, (iii) as otherwise permitted or required by law.
  2. In addition to any other representations and warranties as may be contained in the Service Agreement, Your representations and warranties shall be as follows:
    • (i) You have all necessary right, power and ability to execute the Service Agreement and to perform Your obligations therein (including but not limited to these T&C); (ii) no authorization or approval from any third party is required in connection with Your execution, delivery or performance of the Service Agreement; (iii) the Service Agreement constitutes a legal, valid and binding obligation, enforceable against You in accordance with its terms, and does not breach any other agreement to which You is bound; (iv) Your use of the Services is solely for the purpose of legitimate transactions and business activities in compliance with all applicable laws, rules and regulations and (v) You do and will comply with all applicable laws, rules and regulations.
    • Your 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 Service Agreement and in particular (where applicable) the specifications set forth in the services documentation or any other terms and conditions by any of Our third-party licensors, as shall be stipulated by Us and which are incorporated herein by this reference.
    • prior to transmitting a Fund Transfer Order to Us, You will provide all reasonably necessary disclosures and/or obtain all reasonably necessary consents from each Sender regarding the intended disclosures and uses of the Sender’s data.
    • (i) You have all necessary rights and authorizations to servicing Sender(s) and Recipient(s) to a Fund Transfer transaction for which You is using the Services, (ii) You are and will comply with all applicable laws and regulations as related to Your use of the Services, and (iii) none of Your products infringe or violate the Intellectual Property rights of any third party and does not and will not contain and content which violates any applicable law, regulation or third party right.
    • You comply with all applicable laws and restrictions and that none of Your services are exported or imported from and that You have 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.N impose product embargo and/or international sanction list such as US Consolidated Sanction, OFAC Specially Designated Nationals,EU Financial Sanctions, UK Financial Sanctions, Interpol Wanted List, and other applicable sanction list (ii) any country or any person, national or company that is on the FATF blacklist.
    • You have 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 organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and You have conducted Your business in compliance with the applicable anti-corruption anti-bribery laws.
    • Your employee, officer, director, or direct or indirect owner, is not 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 Service Agreement. In the event that during the term of the Service Agreement there is a change in the information contained in this T&C, You agree and covenant to make prompt disclosure to Us.
    • Your operations are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in the Republic of Indonesia and all other jurisdictions in which You conducts business or operations, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or proceeding by or before any court or governmental agency (collectively, “Money Laundering Laws“) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving You with respect to Money Laundering Laws is pending and, to the best of Your knowledge, no such actions, suits or proceedings are pending, threatened or contemplated.

11. DISCLAIMERS

  1. Except as expressly set forth in the Service Agreement or these T&C, the products and services provided hereunder are provided “as is” with all faults and without any representations or warranties. The entire risk as to satisfactory quality, performance, accuracy, and effort is with You. This disclaimer of warranty extends to the Sender and Recipient, is in lieu of all warranties and conditions whether express, implied, or statutory, and We hereby specifically exclude, to the fullest extent permitted by law, any representations, conditions or warranties, express or implied, regarding any of Our products or services, including the implied warranties of merchantability, fitness for particular purpose, title, and non-infringement with respect to the products and services, and any implied warranties arising from the course of dealing or course of performance.
  2. You acknowledge that We are not a banking financial institution. Each of Us and Our Affiliates is responsible only for transmitting data and/or facilitating Fund Transfer to effect or direct certain payments, payment authorizations or money services and is not responsible for the action or inaction of any third party, including but not limited to (a) the operation of the websites of internet service providers (“ISPs”), banks, financial processors, or other financial institutions, (b) the availability or the operation of the operating systems of ISPs, banks, financial processors or other financial institutions, and shall not be liable for any financial or non-financial (whether direct or indirect) Losses or any other consequences suffered or incurred by You in respect of any errors, omissions, failure, delay or breakdown of any ISPs, banks, financial processors or financial institutions.
  3. You acknowledge and affirm 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 Your products or services.
  4. You shall only use the Services for legitimate transactions with Your Senders and Recipients. You shall be responsible for Your relationship with Your Senders, and We and Our Affiliates shall not be responsible or liable in any manner whatsoever for the products or services publicized or sold by You, or purchased by the Sender from You using the Services; or if You accepts donations, for Your communication to Your Senders of the intended use of such donations. You acknowledges and affirms that Your are solely responsible for the nature and quality of the products or services provided by You, and for delivery, support, refunds, returns, and for any other ancillary services provided by You to Your Senders, and that We and Our Affiliates shall not have any responsibility or liability in respect of the same whatsoever. We reserves the right to terminate the Services and the Service Agreement immediately upon reasonable suspicion that You is engaged in any illegitimate transaction(s) with Your Sender and/or illegitimate business and shall not be responsible or liable for any Losses incurred in respect thereof or in connection therewith by any person (including, without limitation, You, Sender and/or any Recipient) whatsoever.
  5. You understand and agree (i) that neither We nor Our third-party licensors can guarantee the accuracy of tax rates obtained from taxing authorities, and, (ii) that You bear the ultimate responsibility for the proper payment of taxes applicable to Your sale of Your products or services.
  6. For the avoidance of doubt, We do 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 You, and shall not be responsible or liable for any claims in respect thereof or in connection therewith by any person (including, without limitation, any Sender and/or Recipient) whatsoever.

12. INDEMNIFICATION AND LIABILITY

  1. Our Indemnity: We shall defend, hold harmless and indemnify, at Your expense, You, Your affiliates and each of their respective officers, directors, employees, and the successors and assigns of the foregoing (each, a “Your Indemnified Party”) against any third party legal cause of action, claim, suit, proceeding or regulatory action brought against Your Indemnified Party and any related Losses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by Your Indemnified Party, to the extent that such cause of action is based upon a claim that any of Our services or products infringes a copyright, patent, trade secret, or other intellectual property rights of a third party. Should any of Our products or services become, or in Our reasonable opinion is highly likely to become, the subject of a claim of intellectual property infringement, We may, at Our option: (i) obtain the right for You and Your Customers to continue using the products or services; (ii) replace or modify Our products and services so it is no longer infringing or reduces the likelihood that it will be determined to be infringing; or (iii) if neither of the foregoing options is commercially reasonable, terminate this Agreement.
  2. Your Indemnity: You shall defend, hold harmless and indemnify, at Your own expense, Us, Our affiliates and each of their respective directors, officers, employees and representatives, and the successors and assigns of the foregoing (each, a “Our Indemnified Party”) against any third party legal cause of action, claim, suit, proceeding or regulatory action brought against Our Indemnified Party and any related Losses, damages, liability, costs and expenses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by Our Indemnified Party, to the extent that such cause of action is based on or arising from (i) any of Your services or products that infringe a copyright, patent, trade secret, or other intellectual property rights of a third party; (ii) a breach by You of any of the terms, conditions, representations and warranties set forth in the Service Agreement and these T&C; or (iii) Your or a Sender’s use of the Services that are inconsistent with any of the terms of the Service Agreement or these T&C or that violate any data protection laws, 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. We shall have no liability to You for any claim based on:
    • any and all Losses incurred by You in respect of Our products or services which have been modified by parties other than Us;
    • any and all Losses incurred by You in respect of Your use of Our products or services in conjunction with data where use with such data gave rise to an infringement claim;
    • any and all Losses incurred by You in respect of any of Your failure to install upgrades or patches provided by Us where such upgrade or patch would have avoided such Losses;
    • Your use of Our products or services with software or hardware not authorized by Us, where use with such other software or hardware gave rise to the Losses incurred by You,
    • any and all Losses incurred by You in relation to any absence of any license or permit in respect of Your business activities and operations;
    • any and all Losses incurred by You in relation to any claim related to any infringement of any intellectual property committed by You; and
    • any other Losses, fines, penalties, claims (including, inter alia, legal and professional adviser costs), and damages suffered or incurred by You as a result of any tort (including, inter alia, negligence and misrepresentation), breach of statutory duty, fraud, fraudulent misrepresentation, wilful damage to property or person or any other wilful or unlawful misconduct, in each case, attributable to or caused by You or any of his employees, directors, officers, representatives, agents or affiliates.
  5. Under no circumstances (i) shall We nor any of Our third-party licensors be liable to You for indirect, incidental, consequential, special or exemplary damages or Losses suffered or incurred (even if We or any of Our third-party licensors has been advised of the possibility of such damages and regardless whether each of them knew or had reason to know of the possibility of the loss, injury or damage in question), such as, but not limited to, loss of revenue, profits, goodwill or business, anticipated savings, loss of reputation, costs of delay, costs of lost or damaged data or documentation, or such party’s liabilities to third parties of any nature arising from any source; nor (ii) shall the entire liability of Us or any of Our third-party licensors to You with respect to the Service Agreement or any subject matter thereof, these T&C or the Services under any contract, tort, negligence, strict liability or other legal or equitable theory, exceed the fees paid or payable to Us by You under the Service Agreement or (in the case of a dispute involving a third-party licensor of Us) 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 You 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 Service Agreement or these T&C.
  2. Except as otherwise provided in the Service Agreement or these T&C, within thirty (30) calendar days of termination of the Service 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 Service Agreement (including these T&C), provided that such party continues to maintain confidentiality of such Confidential Information pursuant to the terms of the Service Agreement and these T&C.
  3. Notwithstanding any provision in the Service Agreement or these T&C to the contrary, each Party may disclose Confidential Information of the other Party to the extent it is required to be disclosed pursuant to a valid order or requirement of a governmental agency or court of competent jurisdiction, provided that the owner of the Confidential Information shall be given reasonable notice of the pendency of such an order or requirement and the opportunity to contest it.
  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 Us and You 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. PROHIBITED PURPOSE

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

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

15. MISCELLANEOUS

  1. The Parties shall perform all of their duties under the Service Agreement (including these T&C) as independent contractors. Nothing in the Service 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 Service 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. You shall keep Your User Information in Your account current and properly updated for as long as You use Our Services and/or maintain an account with Us. In the event of any change to Your User Information, or upon Our request, you shall provide the most current information in a form satisfactory to Us. You understand and agree that We may rely on such updated information as You provide to us in continuing to provide Our Services to You. Failure to update such information may result, among others, in limitation of Our Services as we deem reasonably necessary. We are not responsible for any losses that may arise from or in relation to Your failure to provide Your most updated and accurate information to Us.
  3. In performing any of the Services under the Service Agreement and these T&C, from time to time, to the extent permitted under the law, You hereby agrees to authorize Us, at Our sole discretion, to delegate any of Our duties and obligations hereunder to any of Our Affiliates and/or trusted third party. For the avoidance of doubt, should We choose to exercise Our rights in T&C 15.2, We shall not be considered in breach of T&C 13 for failure or delay in notifying You of such intention.
  4. When We update our system, some transaction data can no longer be seen in Your Dashboard account. The unavailability of such data does not only mean that We have deleted or destroyed Your data. We will continue to archive the data in compliance with the Privacy Policy, internal policies, and applicable regulations. You can access the archived data by contacting Us.
  5. These Terms and T&C are written in Bahasa Indonesia and English. In compliance with the Law of the Republic of Indonesia no. 24 of 2009 dated July 9, 2009 regarding Flag, Language, Coat of Arms and Anthem (the “Law No. 24”), the Parties agree that the Bahasa Indonesia version of these Terms and T&C shall be treated as an integral and inseparable part of the English version. In the event of any ambiguity, discrepancies or inconsistency between the English 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 T&C or the transactions contemplated herein on the basis of non-compliance with Law No. 24.