Terms and Condition
These Terms and Conditions (“T&C”) set forth the terms and conditions applicable to the use of the services and features provided by PT XTRA PEMBAYARAN AMAN, a limited liability company established under the laws of the Republic of Indonesia (“WeselAja”, “We”, “Us” or “Our”). You are the party using the services provided by WeselAja (“You” or “Your”). In these T&C, You and we shall collectively be referred to as the “Parties” and individually as a “Party”.
By using Our services and features, You hereby agree to accept and be bound by Our Privacy Policy (the “Privacy Policy”).
We reserve the sole discretion to amend, modify, or add to these T&C at any time. We will provide You with written notice of any changes to these T&C, with such notice period being seven (7) calendar days (the “Notice Period”). If We do not receive any written objection from You by the expiry of the Notice Period, the latest version of these T&C shall become fully applicable to You.
1. Interpretation
1.1 Definitions
All capitalized terms used but not defined in these T&C shall have the meanings assigned to such terms in the Service Agreement.
1.2 Definitions for the Purpose of These T&C
Unless the context otherwise requires:
- “Affiliate” means any parent company, subsidiary, holding company, or other company or entity that controls Us, is controlled by Us, or is under common control with Us.
- “API” means an application programming interface, including a set of subroutine definitions, protocols, and tools for creating software interfaces and applications, provided by Us and which may be used by You to access the Services.
- “Confidential Information” means any data or information, whether oral or written, considered confidential relating to either Party (or, where either Party is bound to protect the confidentiality of information belonging to a third party, such third party), concerning past, present, or future research or development activities, including any unpublished products and services, information relating to developments, Service Documentation (in any form or medium provided), inventions, processes, plans, financial information or due diligence, personally identifiable information of the Sender/Recipient, and the financial terms of the Service Agreement.
Notwithstanding the foregoing, Confidential Information shall not include information that:
(i) was known to the receiving Party prior to the Effective Date of the Service Agreement, as evidenced by documentary proof;
(ii) is or becomes publicly available without breach of the Service Agreement or other wrongful act by the receiving Party;
(iii) has been lawfully received by the receiving Party from a third party without breach of such third party’s confidentiality obligations to the owner of the Confidential Information;
(iv) has been approved for release by written authorization from the owner of the Confidential Information; or
(v) has been independently developed by either Party without access to or use of the other Party’s Confidential Information.
- “Bank” or “Banks” means the banks with which We have entered into agreements relating to the provision of account authorization and payment services, and any other banks that may enter into such agreements from time to time, together with their respective successors and permitted assigns. “Bank” means any one of them.
- “Dashboard” means the web-based platform provided by Us to You through which Fund Transfer Orders may be executed.
- “Business Hours” means 08:00 to 17:00 Western Indonesia Time (WIB) on Monday, Tuesday, Wednesday, Thursday, and Friday, excluding public holidays and/or collective leave days as determined by the Government.
- “WIB” means Western Indonesia Time or GMT+7 (Greenwich Mean Time +7).
- “Prefunding” means any addition to the balance of a Prefunding Account, which shall be made in Indonesian Rupiah, except where the Services involve foreign currency conversion prior to Fund Disbursement, in which case such Prefunding shall be made in USD to the extent permitted under applicable laws and regulations.
- “Prefunding Account(s)” means the bank account(s) established and maintained with each Bank designated by Us for the purpose of holding Your funds during Your use of the Services.
- “Fund Transfer” means the transfer of funds initiated by a Sender to a Recipient, whereby funds from or to Your Account may be transferred to, received by, and/or withdrawn by the Recipient, either directly or indirectly with the assistance of a third-party intermediary through the following receiving channels: Your Account, Destination Account, Retail Outlet, or E-Wallet.
- “Fund Transfer Order” means an instruction provided by You to Us to execute a Fund Transfer from Your Account, containing information regarding the amount, currency, Recipient identification, and receiving channel (Destination Account, Retail Outlet, or E-Wallet), submitted through the relevant API or manually by uploading a CSV file through the Dashboard.
- “Fund Disbursement” means the act of transferring funds by the Sender, whether executed through the relevant API or manually through the Dashboard.
- “Receipt” means the act of receiving funds by the Recipient pursuant to a Fund Transfer Order.
- “Sender” means any person and/or entity that provides a Fund Transfer Order to Us and/or You for subsequent transfer to the Recipient.
- “Recipient” means any person and/or entity intended to receive funds pursuant to a Fund Transfer Order from the Sender to Us and/or You, whether directly or indirectly through a third-party intermediary.
- “Remittance” means a transfer of funds where the Sender and Recipient are located in different countries.
- “IDR”, “Rupiah”, or “Rp.” means the lawful currency of the Republic of Indonesia from time to time.
- “Losses” means any loss, damage, financial liability, cost, and expense, including reasonable fees and expenses of legal and other advisers, court costs, and dispute resolution costs, suffered or incurred by a Party.
- “Service Agreement” means an agreement entered into between the Parties in connection with the Services provided by Us to You.
- “User Information” means any information, data, and/or documents required by Us, payment channel partner(s), applicable laws and regulations, and competent authorities for the provision of the Services and/or compliance with applicable regulations.
- “Invoice” means a document issued by Us to You setting out the details of the Services provided by Us, the amount due, applicable taxes, and the payment due date.
- “AML-CTF” / “APU-PPT” Policy means the Anti-Money Laundering and Counter-Terrorism Financing policy implemented by the Government of the Republic of Indonesia from time to time.
2. Service Fees
- Unless otherwise agreed in writing between the Parties, the service fees payable by You to Us for the Services, including, where applicable, any foreign currency conversion fees, shall be borne by You as set forth in the Pricing Schedule to the Service Agreement.
- You shall pay the service fees for the Services to Us in accordance with the terms of the Service Agreement.
- Receipt shall be deemed completed when the Sender has successfully transferred the funds specified in Your Fund Transfer Order to the Recipient.
- Fund Disbursement shall be deemed completed when the funds specified in Your Fund Transfer Order have been successfully transferred from the balance of Your Account to the relevant destination bank account, retail outlet, or E-Money/E-Wallet.
- We reserve the right to revise the Pricing Schedule and the prices and fees agreed therein at any time, provided that notice of such changes has been provided to You.
- If any outstanding amount, or any portion thereof, stated in an Invoice is not paid in full within seven (7) days from the date of such Invoice, We shall be entitled to charge interest at the rate of one percent (1%) per month on the outstanding amount, or portion thereof, commencing on the seventh (7th) day from the Invoice date and continuing until the outstanding amount has been paid in full by You.
Failure to comply with this provision may result in the suspension or termination of Our Services to You, in accordance with the applicable provisions of the Service Agreement or these T&C.
3. Fund Disbursement Services
1. Any Fund Disbursement performed or to be performed by Us on Your behalf shall always be subject to the following provisions.
2. A Fund Transfer Order for the purpose of conducting a Fund Disbursement may only be submitted by You to Us through the API or by manual upload through the Dashboard. All Fund Transfer Orders shall only be valid if prepared in accordance with the format or template specified by Us in the Service Documentation. We shall not be obligated to perform any Fund Disbursement on Your behalf until a valid Fund Transfer Order for such Fund Disbursement has been submitted in accordance with Clause 3.1 of these T&C.
3. All Fund Transfer Orders received for the purpose of conducting a Fund Disbursement and submitted using Your API key shall be deemed final and irrevocable upon submission, namely when You submit the request for execution of the Fund Disbursement through the API. The timestamp appearing in the response returned by Our API following such request shall constitute conclusive evidence of the time at which the Fund Transfer Order was submitted.
4. All Fund Transfer Orders received for the purpose of conducting a Fund Disbursement and submitted by You through manual upload to the Dashboard shall be deemed final and irrevocable upon submission, namely when You approve the Fund Disbursement through the Dashboard.
5. Under no circumstances shall We be obligated to conduct a Fund Disbursement on Your behalf unless and until the balance in Your Prefunding Account is equal to or greater than the amount stated in the relevant Fund Transfer Order, together with the service fees applicable to such Fund Transfer Order as specified in the Pricing Schedule.
6. WeselAja shall perform the Fund Disbursement promptly after receiving Your Fund Disbursement instruction in accordance with this Clause 3.6 of these T&C. However, the settlement time for the Fund Disbursement shall depend on the Fund Disbursement channel selected by You.
In general, Fund Disbursements shall be settled on a same-day basis (H+0). However, for transfers through LLG (Lalu Lintas Giro), any Fund Disbursement instruction submitted after 15:00 Western Indonesia Time (WIB) shall be settled no earlier than 08:00 WIB on the following business day (H+1).
For international Fund Disbursements, the settlement time shall depend on the relevant destination country and destination bank account.
7. A Fund Disbursement shall be deemed to have been performed by Us, for Fund Disbursements submitted through the API, when the Fund Transfer Order submitted by You reaches Our server and the response returned by Our API indicates that the transaction status is “SUCCESS”.
For Fund Disbursements submitted through manual upload, the Fund Disbursement shall be deemed to have been performed when the status of Your Fund Disbursement request is displayed as “SUCCESS” on the Fund Disbursement screen of Your Dashboard.
If a Fund Disbursement transaction fails, a reversal shall be processed.
8. You acknowledge and agree that Our obligations to You in relation to each Fund Disbursement shall be fully satisfied upon completion of the circumstances described in Clause 3.6 above.
You further acknowledge and agree that neither We nor Our Affiliates shall be responsible or liable for any Losses incurred by You in connection with any error, failure, delay, interruption, disruption, or other event affecting the final processing of the Fund Disbursement by the Bank with which Your Account, Destination Account, Retail Outlet, or E-Money/E-Wallet account is established, operated, and maintained.
9. We agree that, subject to these provisions, all funds received by Us and/or any of Our Affiliates on Your behalf shall be held for Your benefit.
Notwithstanding any expenses, charges, fees, or other amounts owed by You to Us pursuant to the Pricing Schedule, or any Losses lawfully and properly incurred by Us as a result of Your actions, We shall have no ownership rights over Your funds.
10. You agree to comply with the terms and conditions of the Bank(s), which may apply in connection with the provision of the Services, including, without limitation, any limitations or changes to the hours during which Fund Disbursement services are supported by the designated Bank.
11. You acknowledge and agree that You are responsible for fully reviewing the API reference documentation and thoroughly testing Your integration before processing live Fund Disbursements using Our API.
You acknowledge that We have implemented idempotency in Our Fund Disbursement API so that You may safely resubmit a request without inadvertently performing the same operation twice.
You are responsible for implementing idempotency in Your own Fund Disbursement requests to prevent Losses arising from unsafe retries. You agree that You shall be fully responsible for any Losses You may incur as a result of failing to submit idempotent requests.
12. If there are unused funds or a remaining balance in Your Dashboard balance for a period of 1 x 24 hours, We shall return such funds to the bank account details specified in the Service Agreement or stated in the User Information provided by You when You registered to use the WeselAja Services.
If two (2) bank account details are available, We shall use the bank account specified in the Service Agreement.
If You have not provided Your bank account details, or We do not have such information, within 1 x 24 hours We shall contact You through the telephone number and/or email address stated in the User Information to obtain Your bank account information.
13. If, within five (5) business days, We are unable to return the funds because Your bank account balance cannot be identified due to an incorrect account number and/or any other error not caused by Our negligence, or because You have failed to provide Your bank account information, YOUR REMAINING FUNDS SHALL BE PLACED WITH THE BALAI HARTA PENINGGALAN (BHP).
4. AML-CTF / APU-PPT
1. As a financial institution, We are committed to fully complying with applicable laws and regulations concerning Anti-Money Laundering, Counter-Terrorism Financing, and International Sanctions Regimes.
We prohibit the use of Our Services to process activities classified as Prohibited Purposes under Clause 12 of these T&C, including, without limitation, money laundering, fraud, terrorist financing, and other financial crimes.
2. In using the Services, We reserve the right to require You, the Sender, and the Recipient to provide information and/or documentation necessary to comply with applicable Anti-Money Laundering and Counter-Terrorism Financing policies and regulations imposed by the Government.
3. You must comply with all applicable AML-CTF regulations, including, without limitation, implementing appropriate Customer Due Diligence (CDD) procedures for Senders and Recipients and fulfilling applicable transaction monitoring and reporting obligations.
4. You are required to provide all Know Your Customer (KYC) and AML documents and information deemed necessary by Us to facilitate Fund Transfers and foreign exchange services for remittance purposes, including, without limitation, source of funds, purpose of funds, Sender information, Recipient information, and other general transaction information that We deem necessary.
5. You acknowledge and agree that We have absolute discretion to refuse, suspend, or terminate the Services provided to You on any of the following grounds:
You are found or suspected to have opened an anonymous account using fictitious identification that does not correspond with the KYC documents required by Us.
You are found or suspected to have a relationship with a “Shell Bank” that has no physical presence in any country and is not an affiliate of any financial services business group subject to consolidated supervision.
You have a relationship or conduct transactions with parties originating from or connected to countries classified as sanctioned countries under FATF lists.
6. In providing Remittance Services, We conduct screening procedures on all Senders and Recipients. The sanctions lists used by Us include:
List of Suspected Terrorists and Terrorist Organizations (DTTOT); and
Weapons of Mass Destruction (WMD).
7. The warning list used by Us includes:
Politically Exposed Persons (PEP).
5. Financial Responsibility for Transfers and Other Financial Matters
1. You acknowledge and agree that We and each of Our Affiliates shall not be responsible or liable in any manner whatsoever, and that You shall be responsible for all Losses incurred by Us arising from:
Erroneous Fund Transfers or other unauthorized Fund Transfers caused by You or the Sender (collectively, “Unauthorized Fund Transfers”);
Any error, failure to pay an obligation, negligence, breach, or fraud by You, Your employees, directors, officers, representatives, or any person acting on Your behalf; and/or
Any Losses incurred by Us in connection with Your failure to comply with the terms of the Service Agreement or these T&C.
2. In the event of an Unauthorized Fund Transfer or any other financial liability as described above, We may immediately deduct the amount payable to Us from Your Dashboard balance without objection or rejection from You.
If the balance in Your Account is less than the amount of the Unauthorized Fund Transfer and/or any fees or other financial liabilities incurred pursuant to this Clause 5, We shall issue a written notice to You requesting reimbursement for such Unauthorized Fund Transfer and/or other fees or financial liabilities.
You shall reimburse such amount within seven (7) calendar days from receipt of such notice.
Any delay or failure by Us to make such deduction shall not be deemed or construed as a waiver of any or all of Our rights in respect of the Losses to which We are entitled.
6. Security and Fraud
1. You represent and warrant that, at all times during the term of the Service Agreement, You shall maintain and comply with all reasonable security measures to protect Your Computer Systems and the data contained therein from unauthorized control, interference, or other unauthorized access, and shall comply with all applicable laws, regulations, and regulatory requirements.
2. Except where caused solely by Our willful negligence, intentional misconduct, or fraud, You shall be responsible for all Losses incurred where a lost or stolen identity or account is used to execute a Fund Transfer Order from Your Account(s), where suspicious activity occurs involving Your username or password, or where any other unauthorized use or modification is made to Your account on Our platform.
Neither We nor Our Affiliates provide or shall provide any guarantee or indemnity against Losses caused by fraud.
Furthermore, You acknowledge and agree to fully reimburse Us for any Losses incurred by You in connection with the direct or indirect use of Your lost or stolen identity or account, unless such identity or account was lost or stolen solely due to Our negligence, intentional misconduct, or fraud.
3. We may assist You with any investigation by law enforcement authorities to recover lost funds. However, if We agree to facilitate such investigation, We shall not be liable to You for, or responsible for, any financial or non-financial Losses, whether direct or indirect, or any other consequences arising from such fraud.
4. You are responsible for reviewing all security controls provided or recommended by Us and determining whether such security controls are adequate or appropriate for their intended purpose.
Where necessary, You shall independently implement additional security procedures and controls that are not provided by Us.
We do not represent, warrant, or guarantee that You will never become a victim of fraud.
5. If We receive information from Our payment channel partners, regulators, or competent authorities regarding any Sender or Recipient, or receive a public complaint concerning indications or suspected fraudulent activities, fraud, and/or unlawful or illegal conduct committed by You, a Sender, or a Recipient associated with You, then, in addition to and without prejudice to Our other rights under these T&C or the Service Agreement, We may require You to:
(i) conduct periodic and/or incidental reviews of the relevant transactions, Sender, or Recipient;
(ii) provide information, take action, respond to, or resolve matters relating to such conduct;
(iii) provide a written action plan addressing the reported conduct, including a written risk management plan, within a reasonable timeframe determined on a case-by-case basis; and
(iv) continue to provide Us with information regarding implementation of such plan.
Failure to comply with this provision may result in suspension or termination of Our Services to You in accordance with the applicable provisions of the Service Agreement or these T&C.
7. License and Intellectual Property
1. Subject to the terms of these T&C, We hereby grant to You, and You hereby accept from Us, a limited, non-exclusive, non-transferable license and right to use Our API and accompanying Service Documentation solely for the following purposes:
installing and using the API on as many machines as reasonably necessary, provided that such machines are maintained or will be maintained at facilities owned, occupied, or leased by You, for the purpose of using the Services to conduct Fund Transfers;
using the accompanying Service Documentation solely for the purpose of using the API and Services; and
making such copies of the API and Service Documentation as are reasonably necessary for archival purposes, provided that all copyright notices remain intact.
2. Subject to the terms of these T&C, We hereby grant You a limited, non-exclusive, non-transferable, royalty-free license to use Our trademarks and service marks (collectively, the “Advertising Materials”).
You agree to modify, at Your own expense, any Advertising Materials that We, in Our sole discretion, determine to be materially inaccurate, unacceptable, misleading, or constitute misuse of Our trademarks and/or service marks.
Upon Our written request, You shall immediately cease using any Advertising Materials that We determine to violate this Clause 7.2.
Notwithstanding any conflicting provision of these T&C, such license shall be immediately and automatically revoked upon termination of the Service Agreement.
You shall not add to, remove from, or modify any Advertising Materials, Service 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 under these T&C, as between You and Us, We retain all rights, title, and interest in and to the Services, API, Service Documentation, and any derivatives thereof (collectively, “Our Intellectual Property”).
Nothing in the Service Agreement or these T&C shall be construed as granting You, by operation of law, implication, estoppel, injunction, or otherwise, any other license or rights.
You shall not:
(i) use, reproduce, distribute, or permit any other party to use, reproduce, or distribute Our Intellectual Property for any purpose other than those specified in these T&C;
(ii) make Our Intellectual Property available to any unauthorized third party;
(iii) lease, electronically distribute, timeshare, or market Our Intellectual Property through interactive channels, remote processing services, service bureaus, or otherwise; or
(iv) directly or indirectly modify, alter, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any of Our Intellectual Property.
8. Representations and Warranties
8.1 Our Representations and Warranties
In addition to any other representations and warranties that may be contained in the Service Agreement, Our representations and warranties are as follows:
- The Services and API provided to You under these T&C shall conform to the specifications set forth in the applicable Service Documentation, as may be amended from time to time at Our sole discretion, and in the Service Agreement.
- We shall ensure compliance with all applicable laws, regulations, and regulatory requirements and, where applicable, regulations governing personal data security.
- The foregoing warranties shall not apply if:
(i) any product, Service, or deliverable provided under these T&C is used in a material variation from the Service Agreement, these T&C, or the applicable documentation;
(ii) any product, Service, or deliverable licensed under these T&C, or any portion thereof, has been modified without Our prior written consent; or
(iii) any defect in any product, Service, or deliverable provided under these T&C is caused by defective equipment or third-party software. - If You determine that any product, Service, or deliverable does not conform to the representations and warranties contained in these T&C and report such non-conformity to Us, We shall, at Our discretion:
(i) use commercially reasonable efforts to remedy the non-conformity without charging You any additional fees; or
(ii) refund the fees paid for the non-conforming product, Service, or deliverable during the ninety (90) days preceding the date on which You discovered the non-conformity.
The remedies specified in this paragraph shall constitute Your sole and exclusive remedy and Our entire liability under these T&C.
- We shall not use or disclose unique data and non-public data relating to Senders and Recipients submitted by You except as necessary:
(i) to provide the Services to You under these T&C;
(ii) to provide fraud-screening services, generally without disclosing personally identifiable information of Senders and Recipients; or
(iii) as permitted or required by law.
8.2 Your Representations and Warranties
In addition to any other representations and warranties that may be contained in the Service Agreement, Your representations and warranties are as follows:
- You have all rights, powers, and capacity necessary to enter into and perform the Service Agreement and Your obligations thereunder, including these T&C.
- No authorization or approval from any third party is required in connection with Your execution, delivery, or performance of the Service Agreement.
- The Service Agreement constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms, and does not violate any other agreement binding upon You.
- You shall use the Services solely for lawful transactions and business activities in compliance with all applicable laws, regulations, and regulatory requirements.
- You comply with and shall continue to comply with all applicable laws, regulations, and regulatory requirements.
- Your installation, configuration, and use of the Services and API shall comply with the specifications set forth in the applicable Service Documentation and the terms of the Service Agreement, including, where applicable, any service documentation or terms and conditions of Our third-party licensors as specified by Us and incorporated herein by reference.
- Before submitting any Fund Transfer Order to Us, You shall provide all reasonably required disclosures and/or obtain all reasonably required consents from each Sender regarding the intended disclosure and use of Sender data.
- You have all rights and authority necessary to serve the Sender and Recipient in any Fund Transfer transaction for which You use the Services.
- You have complied and shall continue to comply with all applicable laws and regulations relating to Your use of the Services.
- None of Your products infringes or violates any third-party Intellectual Property rights and none of Your products contains or shall contain any content that violates applicable laws, regulations, or third-party rights.
- You comply with all applicable laws and restrictions and shall not export or import any Services from or to, nor engage or have engaged in transactions with:
(i) any country, person, national, or state-owned company subject to a United Nations product embargo and/or included in any applicable international sanctions list, including the U.S. Consolidated Sanctions List, OFAC Specially Designated Nationals, EU Financial Sanctions, UK Financial Sanctions, Interpol Wanted List, and other applicable sanctions lists; or
(ii) any country, person, national, or company included on the FATF blacklist. - You have not engaged and are not engaging in any act involving the offering, payment, promise to pay, authorization or approval of payment, or giving of money, property, gifts, or anything of value, directly or indirectly, to any “government official” for the purpose of influencing official action or obtaining an improper advantage, and You have conducted Your business in compliance with applicable anti-bribery and anti-corruption laws.
- None of Your employees, officers, directors, or direct or indirect owners is a government official, political party official, or political party candidate, or an immediate family member of such official or candidate, in a manner that would cause either Party to violate any applicable law, regulation, or rule in its jurisdiction in connection with the execution and performance of the Service Agreement.
If, during the term of the Service Agreement, there is any change to the information contained in these T&C, You agree to promptly disclose such changes to Us.
- Your operations are and have at all times been conducted in accordance with applicable financial recordkeeping and reporting requirements and anti-money laundering laws of the Republic of Indonesia and all other jurisdictions in which You conduct business or operations, including all regulations, rules, and guidelines issued, administered, or enforced by any governmental authority or brought before any court or governmental authority, collectively referred to as “Money Laundering Laws”.
You represent that there are no pending actions, claims, or proceedings before any court, governmental authority, agency, body, or arbitrator involving You in connection with Money Laundering Laws and, to Your knowledge, no such actions, claims, or proceedings are pending, threatened, or contemplated.
9. Disclaimer
1. Except as expressly provided in the Service Agreement or these T&C, the products and Services provided under these T&C are provided “AS IS”, with all faults and without any representation or warranty of any kind.
You assume all risks relating to quality, performance, accuracy, and satisfactory effort.
This disclaimer of warranties extends to Senders and Recipients and is in lieu of all warranties and conditions, whether express, implied, or statutory.
To the fullest extent permitted by law, We specifically disclaim any representation, condition, or warranty, whether express or implied, relating to Our products or Services, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, as well as any implied warranty arising from course of dealing or performance.
2. You acknowledge that We are not a banking financial institution.
We and Our respective Affiliates are solely responsible for transmitting data and/or facilitating Fund Transfers to effect or direct particular payments, payment authorizations, or money services.
We are not responsible for any acts or omissions of third parties, including, without limitation:
(a) the operation of websites of internet service providers (“ISPs”), banks, financial processors, or other financial institutions; or
(b) the availability or operation of the systems of ISPs, banks, financial processors, or other financial institutions.
We shall not be liable for any financial or non-financial Losses, whether direct or indirect, or other consequences suffered or incurred by You in connection with any error, negligence, failure, delay, or interruption by any ISP, bank, financial processor, or financial institution.
3. You acknowledge and agree that You shall bear all collection risks, including, without limitation, where applicable, credit card fraud and any other type of fraud, in connection with the sale of Your products or Services.
4. You shall use the Services solely for lawful transactions with Your Senders and Recipients.
You shall be solely responsible for Your relationship with Your Senders. Neither We nor Our Affiliates shall be responsible or liable in any manner whatsoever for any products or Services advertised or sold by You, or purchased by a Sender from You using the Services, or, where You receive donations, for Your communications with Senders concerning the intended use of such donations.
You acknowledge and agree that You are solely responsible for the nature and quality of the products or Services You provide, including delivery, support, refunds, returns, and any other additional services provided by You to Your Senders.
Neither We nor Our Affiliates shall have any responsibility or liability in connection therewith.
We reserve the right to immediately terminate the Services and the Service Agreement if We have reasonable grounds to suspect that You are involved in unauthorized transactions with Senders and/or unauthorized business activities.
We shall not be responsible or liable for any Losses arising in connection therewith or suffered by any person, including, without limitation, You, any Sender, and/or any Recipient.
5. You understand and agree that:
(i) neither We nor Our third-party licensors can guarantee the accuracy of tax rates obtained from tax authorities; and
(ii) You are solely responsible for making the appropriate payment of any taxes applicable to Your sale of products or Services.
6. For the avoidance of doubt, We make no representation, warranty, or guarantee regarding the quality, authenticity, suitability, or any other characteristic of any goods or Services delivered or provided by You.
We shall not be responsible or liable for any claims relating thereto made by any person, including, without limitation, any Sender and/or Recipient.
10. Indemnification and Financial Liability
1. We shall defend, indemnify, and hold harmless, at Our own expense, You, Your Affiliates, and each of their respective officers, directors, employees, successors, and permitted assigns (each, an “Indemnified Party”) against any third-party claim, demand, proceeding, or legal action brought against an 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 an Indemnified Party, to the extent that the cause of action is based on a claim that any of Our Services or products infringes any third party’s copyright, patent, trade secret, or other Intellectual Property right.
If any of Our products or Services becomes, or in Our reasonable opinion is highly likely to become, subject to an Intellectual Property infringement claim, We may, at Our option:
(i) obtain the right for You and Your customers to continue using the product or Service;
(ii) replace or modify Our product or Service so that it is no longer infringing or is less likely to be deemed infringing; or
(iii) if neither of the foregoing options is commercially reasonable, terminate the Service Agreement.
2. You shall defend, indemnify, and hold harmless, at Your own expense, Us, Our Affiliates, and each of their respective directors, officers, employees, representatives, successors, and permitted assigns (each, an “Indemnified Party”) against any third-party claim, demand, proceeding, or legal action brought against an Indemnified Party and any related Losses, damages, financial liabilities, costs, and expenses, including reasonable fees and expenses of legal and other advisers, court costs, and other dispute resolution costs, suffered or incurred by an Indemnified Party, to the extent that the cause of action is based on or arises from:
(i) Your Services or products infringing any third party’s copyright, patent, trade secret, or other Intellectual Property rights;
(ii) Your breach of any terms, conditions, representations, or warranties set forth in the Service Agreement and these T&C; or
(iii) Your or Your Sender’s use of the Services in violation of the Service Agreement or these T&C, or in violation of any data protection law or other applicable law, regulation, or regulatory requirement.
3. The Party against whom indemnification is sought (the “Indemnifying Party”) shall indemnify the Party seeking indemnification (the “Indemnified Party”) against a claim provided that the Indemnified Party notifies the Indemnifying Party in writing as soon as reasonably practicable and, in any event, no later than three (3) business days after the Indemnified Party becomes aware of the claim.
Failure to provide such notice shall not affect the Indemnified Party’s rights to indemnification under the Service Agreement, except to the extent that the Indemnifying Party is actually prejudiced by such failure.
The Indemnifying Party shall not agree to any settlement involving indemnification or any equivalent relief affecting the Indemnified Party, or any admission of liability by the Indemnified Party, without obtaining the Indemnified Party’s prior written consent.
4. We shall not be liable to You for any claim based on:
any and all Losses incurred by You in connection with the use of Our products or Services in relation to data where such use gives rise to an infringement claim;
any and all Losses incurred by the Second Party in connection with the use of the First Party’s products or Services in relation to data where such use gives rise to an infringement claim;
any and all Losses incurred by You due to Your failure to install any upgrade or patch 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 such use causes Losses incurred by You;
any and all Losses incurred by You due to the absence of any license or permit relating to Your business and operations;
any and all Losses incurred by You in connection with claims relating to any Intellectual Property infringement committed by You; and
any Losses, fines, penalties, other claims, including legal and professional adviser fees, and damages suffered or incurred by You as a result of any error, including negligence and misrepresentation, breach of statutory obligations, fraud, fraudulent misrepresentation, willful damage to property or persons, or any other intentional or unauthorized violation, in each case committed or caused by You or any of Your employees, directors, officers, representatives, agents, or Affiliates.
5. Under no circumstances shall:
(i) We or Our third-party licensors be liable to You for any indirect, incidental, consequential, special, exemplary, or punitive damages or Losses suffered or incurred by You, even if We or any of Our third-party licensors have been advised of the possibility of such damages and regardless of whether they knew or had reason to know of the possibility of such damages, injury, or loss, including, without limitation, loss of revenue, profits, goodwill or business, anticipated savings, reputation, delay costs, or costs associated with lost or corrupted data or documentation, or any financial liability to any third party arising from any source; or
(ii) the aggregate financial liability of Us or Our third-party licensors to You in connection with the Service Agreement, these T&C, or the Services, whether arising in contract, tort, negligence, strict liability, or any other legal or equitable theory, exceed the fees paid or payable by You to Us under the Service Agreement or, in the case of a dispute involving Our third-party licensor, the fees paid or payable to such third-party licensor during the six (6) month period immediately preceding the date on which the cause of action arose.
6. The exclusions and limitations under this Clause 10 shall not apply to obligations under these T&C concerning indemnification for Your infringement of third-party Intellectual Property rights or liabilities arising from bodily injury or death of any person caused by either Party.
11. Confidential Information
1. Each Party (the “Receiving Party”) hereby agrees:
(i) to keep the Confidential Information of the other Party (the “Disclosing Party”) strictly confidential and take reasonable precautions to protect such Confidential Information, including, without limitation, all precautions used by the Receiving Party in relation to its own confidential materials;
(ii) not to disclose such Confidential Information or any information derived from such Confidential Information to any third party, except where strictly necessary to provide or use the Services;
(iii) at all times, not to use such Confidential Information except as permitted under these T&C; and
(iv) ensure that any employee or third party given access to such Confidential Information has a legitimate “need to know” and is bound in writing to comply with the Receiving Party’s confidentiality obligations, whether generally or specifically under 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 following termination of the Service Agreement, the Receiving Party shall destroy all materials constituting the Disclosing Party’s Confidential Information and/or Intellectual Property and provide the Disclosing Party with written certification signed by an authorized officer or representative of the Receiving Party confirming that all such information has been destroyed.
Notwithstanding the foregoing, each Party may retain Confidential Information that:
(i) is stored in archives or backup files; or
(ii) is required to be retained to comply with applicable laws, card company rules, or its obligations under the Service Agreement, including these T&C,
provided that such Party continues to maintain the confidentiality of such Confidential Information in accordance with the Service Agreement and these T&C.
3. Notwithstanding anything to the contrary in the Service Agreement or these T&C, either Party may disclose the other Party’s Confidential Information to the extent such disclosure is required pursuant to a valid order or requirement of a competent governmental authority or court.
Where legally permitted, the owner of the Confidential Information shall be provided with reasonable notice of such order or requirement and an 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 established under these T&C between Us and You and may include the name, trade name, trademark, or logo of the other Party in its publication materials without obtaining the other Party’s prior written consent.
12. Prohibited Purposes
The following business activities, business practices, or underlying transactions are prohibited from using Our Services (“Prohibited Purposes”).
The categories of Prohibited Purposes may change from time to time due to changes in applicable laws and regulations, and We may amend such categories unilaterally without prior notice to You.
In certain circumstances, certain underlying activities listed below may be eligible for processing with Our prior explicit approval.
The types of underlying activities listed below are representative and not exhaustive. If You are uncertain whether a particular underlying activity is classified as a Prohibited Purpose, or if You have any questions regarding the application of these requirements, please get in touch with Us.
You hereby acknowledge and confirm Your agreement that You shall not use the Services to send or receive funds in connection with the following businesses, business activities, business practices, or transactions, unless You have obtained Our prior written approval:
Intellectual Property Infringement
Intellectual Property Infringement
Intellectual property or proprietary rights infringement, including:
- The sale, distribution, or access to pirated music, films, software, or other licensed materials without proper authorization from the rights holder;
- Any product or Service that directly infringes or facilitates infringement of any third party’s trademark, patent, copyright, trade secret, proprietary right, or privacy right.
Counterfeit or Unauthorized Goods
- Sale or resale of products or Services using brand or designer names without authorization;
- Sale of illegally imported or exported goods or Services.
Import of Prohibited and Restricted Goods into Indonesia
Printing Industry Products
Books, magazines, printed materials, and other paper-based materials in Indonesian or local Indonesian languages, as well as books, magazines, leaflets, brochures, newspapers, and other printed materials written in Chinese characters/scripts, including paper offset products used for cigarette packaging and medicine labels written in Indonesian or merely using a foreign language.
Used Clothing
Used clothing, excluding personal clothing carried by passengers
Certain Chemicals
Derivative products containing halogen substitutes and their salts, pesticides, and ethylene/styrene/vinyl chloride polymers.
Export of Prohibited and Restricted Goods from Indonesia
Agricultural, forestry, fishery and marine, industrial, and mining products, including:
- Technical Specified Natural Rubber (TSNR) that does not meet Indonesian National Standards (SNI);
- Natural rubber in forms other than Standard Indonesian Rubber (SIR);
- Certain types of wood and rattan products;
- Certain types of fish, including Arowana fish fry, live Botia fish fry, live Botia fish, Napoleon Wrasse, eel fry, Penaeidae shrimp broodstock and parent shrimp, Jerbung shrimp, Kuruma Ebi shrimp, and giant freshwater shrimp;
- Ferrous waste and scrap;
- Remelted iron or steel ingots;
- Tin ore, tin slag, and tailings;
- Precious stones excluding diamonds and semi-precious stones;
- Synthetic precious or semi-precious stones.
Endangered Species Listed under CITES
Including, without limitation:
- Mammals such as primates, whales, dolphins, Irrawaddy dolphins, elephants, rhinoceroses, tigers, sun bears, skunks, porcupines, orangutan blood, and Sumatran goats;
- Birds such as eagles, cockatoos, parrots, cassowaries, birds-of-paradise, and others;
- Reptiles such as turtles, snakes, crocodiles, monitor lizards, and crocodile bile, genital organs, teeth, and blood;
- Certain insects, including butterflies;
- Fish such as Red Arowana, Coelacanth, Belida, Sentani sharks, Sentani stingrays, cave suckers, and others;
- Bivalves such as coconut crabs, Cassuta cornuta, giant clams, and other protected species;
- Orchidaceae, Nepenthaceae, and Palmae species, including certain orchids and palm trees;
- Dipterocarpaceae species, including Tengkawang plants and seeds; and
- Rafflesiaceae species.
Cultural Heritage
Cultural heritage objects, cultural heritage buildings, and/or cultural heritage structures that meet the applicable criteria, including those that are at least fifty (50) years old, represent a historical style for at least fifty (50) years, and have special significance for history, science, education, religion, or culture and cultural value in strengthening national identity.
Printed Materials
Books, magazines, printed materials, and other paper-based materials in Indonesian or local Indonesian languages, as well as books, magazines, leaflets, brochures, newspapers, and other printed materials written in Chinese characters/scripts, including paper offset products used for cigarette packaging and medicine labels written in Indonesian or merely using a foreign language.
12.1 Goods and Services That Violate Applicable Laws
Gambling
Including:
- Lotteries and illegal lotteries (togel);
- Non-refundable auction participation fees;
- Sports betting or wagering;
- Sweepstakes;
- Games of chance, including roulette, dice games, slot machines, and similar activities;
- Casino games, including Keno, Pai Gow Poker, Blackjack (21), Poker, and similar games.
Adult Content and Services
Including:
- Pornographic and other obscene materials, including literature, images, and other media;
- Sexually oriented toys or products;
- Portals offering sex-related services such as prostitution, escort services, pay-per-view services with live chat features, mail-order brides, and explicit dating services.
Firearms and Explosives
Sale, distribution, import, or export of firearms, ammunition, or explosives.
Narcotics and Psychotropic Substances
Illegal sale, distribution, import, or export of:
- Class I Narcotics, including Papaver Somniferum L. plants, raw opium, processed opium, coca plants, cannabis plants, methamphetamine, and similar substances;
- Class II Narcotics, including alphacetylmethadol, betameprodine, dextromoramide, hydromorphone, trimeperidine, and similar substances;
- Class III Narcotics, including acetyl dihydrocodeine, ethylmorphine, propiram, and similar substances;
- Drug precursors.
13. Miscellaneous
13.1 Independent Contractors
The Parties shall perform all of their respective duties under the Service Agreement, including these T&C, as independent contractors.
Nothing in the Service Agreement shall be construed as granting either Party the power to direct or control the day-to-day activities of the other Party, or as establishing the Parties as parent and agent, employer and employee, franchisor and franchisee, partners, joint venture participants, co-owners, or participants in any other form of joint enterprise.
The Parties understand and agree that, unless specifically provided otherwise in the Service Agreement, neither Party grants the other Party any power or authority to make or provide any approval, statement, representation, warranty, or other commitment on behalf of the other Party, or to enter into any contract, incur any obligation or liability, whether express or implied, on behalf of the other Party, or to transfer, waive, or otherwise relinquish any right, title, or interest of the other Party.
13.2 User Information
You shall maintain Your User Information in Your Account accurately and keep it updated throughout Your use of Our Services and/or while You maintain an Account with Us.
If there is any change to Your User Information, or upon Our request, You shall provide updated User Information in the form and manner reasonably required by Us.
You understand and agree that We may require updated User Information provided by You in order to continue providing Our Services to You.
Failure to update such information may result in, among other things, restrictions on Our Services to the extent We reasonably deem necessary.
We shall not be responsible for any Losses that may arise from or in connection with Your failure to provide accurate and up-to-date User Information to Us.
13.3 Delegation
In performing any Services under the Service Agreement and these T&C, and to the extent permitted by law, You hereby authorize Us, at Our discretion, to delegate Our duties and obligations under these T&C to Our Affiliates and/or trusted third parties.
13.4 Archived Transaction Data
When We perform system updates, certain transaction data may no longer be visible in Your Dashboard Account.
The unavailability of such data does not necessarily mean that We have deleted or destroyed Your data.
We shall continue to archive such data in accordance with Our Privacy Policy, internal policies, and applicable regulations.
You may access such archived data by contacting Us.
13.5 Language
These Terms and Conditions are written in both Bahasa Indonesia and English.
In accordance with Law of the Republic of Indonesia No. 24 of 2009 dated 9 July 2009 concerning the Flag, Language, National Emblem, and National Anthem (“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-language version.
In the event of any ambiguity, doubt, or inconsistency between the English and Bahasa Indonesia texts, or if any dispute arises regarding the meaning or interpretation of any provision, the Parties hereby agree that the Bahasa Indonesia version shall be deemed automatically amended to conform to the English version.
Each Party further agrees that neither Party shall, in any manner or forum, or in any jurisdiction, challenge the validity of or object to these Terms and Conditions or the transactions contemplated under the Service Agreement on the basis of non-compliance with Law No. 24.
