Terms and Conditions

Last Update: September 2019

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

The First Party shall be entitled to amend, modify or supplement the Conditions at any time and (subject to law) for an unlimited number of times subsequently without restriction in its sole and absolute discretion by posting a revised version of this Term and Conditions ("Conditions"), provided that the First Party has provided seven (7) calendar days' prior notice (the "Notice Period") to the Second Party before the effective date of any amendment, modification or supplement, such notice to be given via electronic mail transmission or otherwise in writing. Upon receipt of such notice from the First Party, the Second Party shall be entitled to terminate this Agreement immediately by submitting a written notice to the First Party of its intention to terminate within the Notice Period. Upon the lapse of Notice Period and to the extent that no notice has been received by the First Party, the Second Party hereby agrees to accept and be bound by any amendment, modification or supplement made to these Terms and Conditions. These Terms and Conditions that has been amended, modified or supplemented shall supersede and replace all previous versions.

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

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

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

      "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 Services Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if: (i) it was already known to the receiving party prior to the Effective Date of the Services Agreement, as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of the Services Agreement or other wrongful act of the receiving party; (iii) it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; (iv) it has been approved for release by written authorization of the owner of the Confidential Information; or, (v) it has been independently developed by a party without access to or use of the Confidential Information of the other party.

      "Banks" means the banks with whom the First Party has entered into agreements in respect of the provision of account and payment authorization services and such other bank 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 the First Party to the Second Party 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 (Greewich Mean Time +7)

      "Fund Transfer" means a movement of funds initiated from a Sender to a Recipient in which funds from or to a Second Party’s 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: Second Party Account, Destination Account, Retail Outlet or E-Wallet.

      "Fund Transfer Order" means an instruction given by the Second Party to the First Party to execute a Fund Transfer from the Second Party’s Account, which contains information on the amount, the currency, identify of the Recipient, the collection channel (Destination Account, Retail Outlet or E-Wallet) that are given by the Second Party 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 the First Party and/or Second Party to be further transmitted 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 the First party and/or Second Party whether directly or indirectly through intermediary assistance of a third party.

      "Remittance" 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.

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

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

      "Prefund" means any prefunding of the balance in the Second Party Account with the First Party, which shall be done in IDR currency as required under the prevailing laws and regulations.

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

      "Invoice" means a document issued by the First Party to the Second Party containing details of the services that has been rendered by the First Party, the due amount, the applicable taxes, and the due date that is payable by the Second Party.

      "AML-CTF" policies means Anti-Money Laundering and Counter-Terrorism Financing policies that imposed by the government of the Republic of Indonesian government, where 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 the Second Party to the First Party for the Services (including (where applicable) any foreign currency shall be borne by the Second Party) shall be as set out in the Price Schedule of the Service Agreement.
    2. The Second Party shall pay the service fees for the Services to the First Party in accordance with the terms in the Service Agreement.
    3. A Collection shall be considered executed when funds specified in a Fund Transfer order by the Second Party 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 the Second Party has been successfully sent out from the Second Party’s Account balance to the relevant destination bank account(s), retail outlet(s), or e-money/e-wallet(s).
    5. The First Party shall be entitled to revise the Price Schedule and the prices and charges agreed therein at any time, provided that notification of such change has been provided to the Second Party in accordance with Clause 4.2 of the Services Agreement.
    6. The Second Party agrees that the First Party is entitled to immediately offset any expenses, fees, costs or charges owed by the Second Party to the First Party in accordance with the Price Schedule or any Losses legally and rightfully incurred by the First Party as a result of the actions of the Second Party, as determined in accordance with Clause 7 (Dispute Resolution) of the Services Agreement, Condition 2.6 or Condition 7 below, before transferring any amount to which the Second Party is otherwise entitled to the Second Party.
    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, the First Party shall be entitled to charge interest at the rate of one per cent (1%) per month on such outstanding amount (or part thereof), which shall be chargeable from the date falling seven (7) days from the date of such invoice up to and including the date that such outstanding amount (or part thereof) is fully settled by the Second Party.
  3. DISBURSEMENT SERVICES
    1. Any Disbursements performed or to be performed by the First Party on behalf of the Second Party are subject always to the following conditions:

    2. Fund Transfer Order to perform any Disbursement can only be delivered by the Second Party to the First Party via the API or by way of manual upload on the Dashboard and all Fund Transfer Order shall only be valid if made in accordance with any formats or templates stipulated by the First Party in the Services Documentation. The First Party shall not be obligated to initiate any Disbursement on behalf of the Second Party until the proper Fund Transfer Order for any Disbursement are delivered pursuant to this Condition 3.1.
    3. All Fund Transfer Order received to perform any Disbursement delivered with the Second Party's API key are considered final and irrevocable as at the time of delivery, which shall be the moment at which the Second Party posts a request to create a Disbursement via the API. The timestamp appearing in the response returned by the First Party's API following such request by the Second Party shall be conclusive evidence of the time of delivery of such Fund Transfer Order.
    4. All Fund Transfer Order received to perform any Disbursement delivered by the Second Party by way of manual upload to the Dashboard are considered final and irrevocable as at the time of delivery, which shall be the moment at which the Second Party approves such Disbursements on the Dashboard.
    5. Under no circumstances shall the First Party be obligated to perform any Disbursement on behalf of the Second Party unless and until the balance in the Second Party’s 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. The Second Party may add to the balance in its Account in accordance with the instructions found at https://instamoney.github.io/dashboard-docs/prefunding.html.
    6. Where the balance in the Second Party’s Account is equal to or greater than the sum of the value of the Fund Transfer Order requested by the Second Party and the services fees in respect of such Disbursement set out in the Price Schedule, the First Party shall perform such Disbursement (in the case where such 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 the First Party shall not be in breach of this Condition 3.5 nor shall it or any of its Affiliates be liable for any Losses incurred by the Second Party in respect of the First Party or its Affiliates' delay or failure to perform any Disbursement as a consequence (whether indirect or direct) of any error, failure, delay, breakdown, postponement or any other event arising beyond the control of the First Party or its Affiliates (including, without limitation, any technical or infrastructural failure or breakdown in the banking and money transmission system).
    7. A Disbursement is deemed performed by the First Party (in the case of a Disbursement via API) when the Fund Transfer Order made by the Second Party reaches the First Party's servers and the response returned by the First Party's API shows the transaction as "PENDING" and (in the case of a Disbursement by way of manual upload) when the status of the Second Party's request for a Disbursement is shown as "PENDING" on the Disbursements screen on the Dashboard of the Second Party.
    8. The Second Party acknowledges and accepts that the First Party's obligations to the Second Party in respect of each Disbursement are fulfilled in full upon completion of Clause 3.6 above, and acknowledges and accepts that the First Party and its Affiliates shall not be responsible nor liable for any Losses incurred by the Second Party in respect of any error, failure, delay, breakdown, postponement or any other event affecting the final processing of any Disbursement by the Banks with whom the Second Party’s Account(s), Destination Account, Retail Outlet, or E-Money/E-Wallet are created, administered and maintained.
    9. The First Party covenants that, subject to this Condition 3.8, all funds received by the First Party and/or any of its Affiliates on behalf of the Second Party shall be held for the benefit of the Second Party, and that, save for any expenses, fees, costs or charges owed by the Second Party to the First Party in accordance with the Price Schedule or any Losses legally and rightfully incurred by the First Party as a result of the actions of the Second Party, as determined in accordance with Clause 7 (Dispute Resolution) of the Services Agreement, Condition 2.6 or Condition 7 below, the First Party shall not have any rights to any funds received on behalf of the Second Party.
    10. The Second Party agrees to be subject to the terms and conditions of the appointed Bank(s) together with whom the First Party provides the Services (including, but not limited to, any limits or changes to the hours during which Disbursements services are supported by the appointed Bank) and all such terms and conditions are incorporated herein by this reference.
    11. Second Party accepts and agrees that it is its responsibility to fully review the API reference and thoroughly test its integration before processing live Disbursement using First Party’s API. Second Party acknowledges that First Party has provided idempotency in its Disbursement API so that Second Party can safely retry requests without accidentally performing the same operation twice. It is the Second Party’s responsibility to implement idempotency in its Disbursement requests to prevent losses due to unsafe retries. Second Party agrees that it is solely responsible for all losses it may incur from not performing idempotent requests.
  4. COLLECTION SERVICES (VIRTUAL ACCOUNT, RETAIL OUTLET OR E-WALLET/E-MONEY)
    1. Any Collections performed or to be performed by the First Party on behalf of the Second Party are subject always to the following conditions:

    2. The Second Party shall configure its elected method with which Collections can be performed by the First Party by notifying any representative, employee, officer or director of the First Party of its election for Collections to be performed by way of fixed or non-fixed Virtual Accounts or Retail Outlets or E-Wallet/E-Money, via Instant Messaging Service or otherwise in writing.
    3. Where the Second Party elects to engage the switching services of the First Party, the following provisions shall apply:
      1. The Second Party shall enter into a cooperation agreement with its preferred partner bank before engaging the switching services of the First Party.
      2. The Second Party shall provide a certified copy of the cooperation agreement entered into with its preferred partner bank to the First Party upon request by the First Party.
      3. The First Party shall be entitled to determine the minimum volume of transactions that shall be made by the Second Party when using the switching services of the First Party at any time, which shall be effective upon written notice of not less than thirty (30) days to the Second Party.
      4. Where the Second Party uses a lease line, any installation cost and/or subscription fee in respect of any communication link installed between the website of the Second Party and the First Party's system shall be borne solely by the Second Party.
      5. The Parties agree that reconciliation of any transaction data for the preceding month shall be made no later than the 10th of each month, by way of mutual signing of the minutes of reconciliation.
    4. Where the Second Party elects to engage the collection services of the First Party via the payment channels maintained by Retail Outlets (e.g., Alfamart, IndoMaret, Payfazz) or E-Wallet/E-Money (e.g., Ovo, Dana, GoPay), the Second Party 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.
    5. Where elected by the Second Party, Virtual Account(s) will be created and maintained by the First Party with the appointed Bank on behalf of the Second Party for the purposes of receiving 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 the Second Party gives notification to the First Party to terminate such fixed Virtual Account, such notification to be made via Instant Messaging Service or otherwise in writing.
    6. The Second Party shall follow the instructions set forth in https://instamoney.github.io/dashboard-docs/fixed-virtual-accounts.html to activate its Virtual Accounts.
    7. All funds received by the First Party on behalf of the Second Party as a result of the performance by the First Party of all Collections, whether by way of Virtual Accounts, Retail Outlets or E-wallet/E-Money, shall be added to the balance of the Second Party with the First Party.
    8. Settlement of all funds received in the balance of the Second Party shall be done on a H + 1 business day basis, and all Fund Transfer due to the Second Party shall be totaled and routed to the Second Party’s Account(s) designated to the Second Party with such balance made available on the Dashboard of the Second Party for disbursement or withdrawal no later than 23.59 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 the Second Party to the First Party in accordance with the Price Schedule, the Services Agreement and these Conditions. Save as subject to Clause 7 of the Services Agreement, the Second Party shall be entitled to withdraw the funds held on its behalf in the Second Party Account(s) and reflected on its Dashboard at any time.
    9. The First Party covenants that, subject to this Condition 4.8, all funds received by the First Party and/or any of its Affiliates on behalf of the Second Party shall be held for the sole benefit of the Second Party, and that, save for any expenses, fees, costs or charges owed by the Second Party to the First Party in accordance with the Price Schedule, the Services Agreement or these Conditions or any Losses legally and rightfully incurred by the First Party as a result of the actions of the Second Party, as determined in accordance with Clause 7 (Dispute Resolution) of the Services Agreement, Condition 2.6 above or Condition 7 below, the First Party shall not have any rights to any funds received on behalf of the Second Party.
    10. The Second Party agrees to be subject to the terms and conditions of the appointed Bank(s) together with whom the First Party provides the Services (including, but not limited to, any limits or changes to the hours during which Virtual Accounts may be allocated by the appointed Bank) and all such terms and conditions are incorporated herein by this reference.
  5. AML - CTF
    1. As a financial institution, the First Party is committed to fully comply with the prevailing laws and regulations regarding Anti- Money Laundering, Countering Terrorist Financing and also International Sanction Regime. The First Party prohibits its Services to be used to process underlying activities that are classified as Prohibited Purpose under Conditions 14, not limited to money laundering, fraud, terrorist financing, and other financial crimes.
    2. In using the Services, the First Party reserves the right to impose the Second Party, Sender and Recipient to provide information and/or documentation to comply with government imposed Anti- Money Laundering, Countering Terrorist Financing policies.
    3. The Second Party shall comply with the prevailing the 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. The Second Party is obligated to provide any Know Your Customer (KYC) and AML documentations and information deemed necessary by the First Party 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 the First Party.
    5. The Second Party acknowledges and accepts that the First Party has absolute discretion to deny, suspend and terminate services to the Second Party on the following basis:
      1. The Second Party was found or suspected of opening anonymous account(s) with fictitious credentials that does not correspond with the KYC documents as required by the First Party
      2. The Second Party was 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.
      3. The Second party has relations or process transactions of a party originating or associated with countries classified as sanctioned list countries by the FATF.
  6. FOREIGN EXCHANGE SERVICES
    1. Any foreign exchange transactions performed or to be performed by the First Party for the benefit of the Second Party are subject always to the following conditions:

    2. Foreign exchange services may be provided by the First Party to the Second Party pursuant to any of the following methods:
      1. at all times, the First Party shall use the services of a Foreign Exchange Trader in carrying out the Second Party request.
      2. a manual process in which the Second Party makes a direct, written request to the First Party via electronic mail transmission, fax or Instant Messaging Service for the foreign exchange services of the First Party; or
      3. via the APIs of the First Party.
    3. Source Funds must be Available: The First Party shall not be obligated to complete any foreign exchange transaction and/or execute any conversion unless and until the source funds to be converted have been received from the Second Party in the specified bank account, and shall not be under any obligation to complete any foreign exchange transaction and/or execute any conversion on the same day where the Second Party transfers the amount of USD desired for the foreign exchange after 13.00 WIB on the same business day or on a non-business day.
    4. Exchange Rate Quoted at the Time of Conversion is Final Exchange Rate: The Second Party acknowledges and agrees that, notwithstanding if the Second Party has already provided its written confirmation approving any applicable exchange rate, all applicable exchange rates quoted by the First Party before a conversion is executed are only indicative exchange rates, and that the final exchange rate for any foreign exchange transaction shall be the exchange rate quoted by the First Party at the time when the conversion is made.
    5. No Reconversions: The Second Party acknowledges, agrees and understands that all conversions are final and irrevocable. There will be no reconversions by the First Party of any amount that has already been converted by the First Party for the Second Party.
    6. Right to Suspend Foreign Exchange Services Immediately: Where any change or development likely to lead to a change in monetary, political (including, but not limited to, changes by reason of military action), financial (including, but not limited to, stock market conditions, currency exchange conditions in any of the financial markets and interest rates) or economic conditions in Indonesia or internationally (including changes or developments in stock, bond, money, loan syndication and interest rate markets) or exchange control in Indonesia or internationally or any other jurisdiction relevant to the conversion of currencies or the occurrence of any combination of any such changes or developments occur(s), which, in the sole opinion of the First Party is likely to effect a material change in currency exchange rates, the First Party may immediately suspend its provision of the Services for any duration and shall provide written notification to all parties of its intention to suspend such services by way of a notification on its website, via Instant Messaging Service, electronic mail transmission and/or error messages via APIs.
    7. Right to Suspend Foreign Exchange Services: The First Party may suspend the provision of its foreign exchange services to all parties at any time and for any duration with twenty-four (24) hours' written notification of its intention to do so by way of a notification on its website, via Instant Messaging Service, electronic mail transmission and/or error messages via APIs.
    8. Right to Cancel Quote: Prior to the completion of any foreign exchange transaction and/or execution of any conversion, where completion of such foreign exchange transaction and/or execution of such conversion will lead to or is likely to lead to an adverse effect on the First Party (in each case, to be determined in the sole discretion of the First Party), the First Party shall be entitled, in its sole discretion, to (i) refuse to complete any foreign exchange transaction based on any quoted exchange rate and to respond to the Second Party with an error message or with new quotes, or (ii) cancel any foreign exchange transaction and refuse to execute any conversion based on any quote confirmed pursuant to such foreign exchange transaction, and to respond to the Second Party with a failure message or with new quotes, and the First Party shall not be liable for any Losses incurred by the Second Party in respect of such refusal to complete such transaction and/or execute such conversion.
  7. LIABILITIES FOR FUND TRANSFER AND OTHER LIABILITIES
    1. The Second Party acknowledges and agrees that the First Party and each of its Affiliates shall not be liable or responsible in any respect whatsoever for, and that the Second Party shall be liable for all Losses incurred by the First Party arising out of:
      1. any Fund Transfer error, or other invalid Fund Transfer caused by the Second Party or Sender (collectively, "Invalid Fund Transfer")
      2. any error, default, negligence, misconduct or fraud by the Second Party, employees, directors, officers, representatives of the Second Party or anyone acting on behalf of the Second Party; and/or
      3. any Losses incurred by the First Party in respect of a failure by the Second Party to comply with terms of the Services Agreement or these Conditions.
    2. In the event of an Invalid Fund Transfer or other liability as provided above, the First Party may deduct the amounts due to it from the balance in the Dashboard of the Second Party immediately and without objection or refusal by the Second Party, or (where the balance in the Second Party 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), the First Party shall issue a written notice to the Second Party for any reimbursement in respect of such Invalidated Fund Transfer(s) and/or such other costs or liabilities, and the Second Party shall make such reimbursement within seven (7) calendar days of receipt of such notice, provided always that any delay or failure by the First Party to make such deduction shall not constitute or be construed as a waiver of any or all of its rights in relation to such Losses to which it is entitled.
  8. SECURITY AND FRAUD
    1. The Second Party represents and warrants that, at all times while this Agreement is in effect, the Second Party shall maintain and adhere to all reasonable security measures to protect the Second Party Computer Systems and the data contained therein from unauthorized control, tampering, or any other unauthorized access and comply with all applicable laws, rules and regulations and (where applicable).
    2. Unless caused solely by the First Party's gross negligence, willful default or fraud, the Second Party shall be responsible for all Losses incurred when lost or stolen credentials or accounts are used to execute a Fund Transfer Order from the Second Party’s Account(s), when there has been a compromise of username or password of the Second Party or any other unauthorized use or modification of the account of the Second Party on the First Party’s platform. Each of the First Party and its Affiliates does not and will not insure the Second Party against any Losses caused by fraud. Further, the Second Party acknowledges and agrees to fully reimburse the First Party for any Losses incurred by the First Party in respect of (whether directly or indirectly) the use of lost or stolen credentials or accounts of the Second Party, unless such credential or accounts have been lost or stolen solely through the gross negligence, willful default or fraud of the First Party.
    3. The First Party may assist the Second Party with any investigations with law enforcement to recover lost funds. However, where the First Party agrees to facilitate the Second Party in such investigations, the First Party shall not liable to the Second Party, or responsible for any financial or non-financial (whether direct or indirect) Losses or any other consequences of such fraud.
    4. The onus is on the Second Party to review all security controls provided or suggested by the First Party and to determine if such security controls are sufficient or appropriate for its purposes and, where appropriate, independently implement other security procedures and controls not provided by the First Party. The First Party does not represent, warrant or guarantee that the Second Party will never become victims of fraud.
    5. The Second Party agrees that it will provide evidence of its compliance to Condition 8.1 to the First Party upon the request of the First Party. Failure to provide evidence of such compliance to the satisfaction of the First Party may result in the suspension of Services or termination of the Services Agreement.
  9. LICENSE AND INTELLECTUAL PROPERTY
    1. Subject to the terms of these Conditions, the First Party hereby grants to Second Party and the Second Party hereby accepts from the First Party a personal, limited, non-exclusive, non-transferable license and right to use the First Party's API and accompanying Services Documentation for the following purposes:
      1. Install and use the API on as many machines as reasonably necessary (which machines are and shall be maintained in facilities owned, occupied, or leased by the Second Party) to use the Services for the purpose of executing a Fund Transfer;
      2. use the accompanying Services Documentation solely for the purpose of using the APIs and Services; and
      3. create any necessary number of copies of the API and Services Documentation, with all copyright notices intact, for archival purposes only.
    2. Subject to the terms of these Conditions, the First Party hereby grants the Second Party a limited, non-exclusive, non-transferable royalty-free license to use the First Party’s trademarks and service marks (collectively the "Advertising Materials"; provided that the Second Party agrees to change, at the Second Party's expense, any Advertising Materials which the First Party, in its sole judgment, determines to be inaccurate, objectionable, misleading, or a misuse of the First Party's trademarks and/or service marks. The Second Party, upon written demand by the First Party, shall immediately cease the use of any Advertising Materials that the First Party deems to be in violation of this Clause 9.2. Notwithstanding any provision in these Conditions to the contrary, such license shall be revoked immediately and automatically upon termination of the Services Agreement. The Second Party will not add to, delete from, or modify any Advertising Materials, Services Documentation or forms provided by the First Party without the prior written consent of the First Party.
    3. The Second Party acknowledges and agrees that except for the rights and licenses expressly granted to the Second Party in these Conditions, as between the Second Party and the First Party, the First Party shall retain all right, title and interest in and to the Services, APIs, Services Documentation, and any derivatives of the foregoing (the "First Party IP"); and, nothing contained in the Services Agreement or these Conditions shall be construed as conferring upon the Second Party by implication, operation of law, estoppel, or otherwise, any other license or right. The Second Party shall not: (i) use, reproduce, distribute, or permit others to use, reproduce, or distribute any of the First Party IP for any purpose other than as specified in these Conditions; (ii) make the First Party IP available to unauthorized third parties; (iii) rent, electronically distribute, timeshare, or market the First Party IP by interactive cable, remote processing services, service bureau or otherwise; or, (iv) directly or indirectly modify, reverse engineer, decompile, disassemble, or derive source code from any of the First Party IP.
  10. REPRESENTATIONS AND WARRANTIES
    1. The First Party’s representations and warranties shall be as follows:
      1. The Services and APIs provided to the Second Party hereunder will conform to the specifications set forth in the applicable Services Documentation, as may be amended from time to time at the First Party's sole and absolute discretion, and in the Service Agreement.
      2. The First Party further represents and warrants that the First Party will maintain compliance with all applicable laws, rules and regulations and (where applicable) rules governing the security of personal data.
      3. The preceding warranties will not apply if: (i) any products, services, or deliverables provided hereunder are used in material variation with the Services Agreement, these Conditions or the applicable documentation; (ii) any products, services, or deliverables licensed hereunder or any part thereof have been modified without the prior written consent of the First Party; or, (iii) a defect in any products, services, or deliverables provided hereunder has been caused by any of the Second Party's malfunctioning equipment or third party software.
      4. In the event that the Second Party discovers that any products, services, or deliverables are not in conformance with the representations and warranties set forth in Condition 10.1(a) and Condition 10.1(b) and reports such non-conformity to the First Party, the First Party will, at the First Party's discretion, (i) exercise commercially reasonable efforts to correct the non-conformity at no additional charge to the Second Party, or (ii) refund the fees paid for the non-conforming products, services, or deliverables during the ninety (90) day period preceding the Second Party's discovery of such non-conformity. The remedy stated in this paragraph constitutes the Second Party's sole and exclusive remedy and the First Party's entire liability under Condition 10.1(a) and Condition 10.1(b).
      5. The First Party represents and warrants that it will not use or disclose unique, non-public Sender and Recipient data submitted by the Second Party except as reasonably necessary (i) to provide the Services to the Second Party hereunder, (ii) to provide fraud screen services generally without disclosing personally identifiable Sender and Recipient information, or, (iii) as otherwise permitted or required by law.
    2. The Second Party's representations and warranties shall be as follows:
      1. The Second Party represents and warrants that: (i) it has all necessary right, power and ability to execute the Services Agreement and to perform its obligations therein (including but not limited to these Conditions); (ii) no authorization or approval from any third party is required in connection with the Second Party's execution, delivery or performance of the Services Agreement; (iii) the Services Agreement constitutes a legal, valid and binding obligation, enforceable against the Second Party in accordance with its terms, and does not breach any other agreement to which the Second Party is bound; (iv) its use of the Services is solely for the purpose of legitimate transactions and business activities in compliance with all applicable laws, rules and regulations and (v) it does and will comply with all applicable laws, rules and regulations.
      2. The Second Party further represents and warrants that its installation, configuration, and use of the Services and the APIs shall conform to the specifications set forth in the applicable Services Documentation and the terms of the Services Agreement and in particular (where applicable) the specifications set forth in the services documentation or any other terms and conditions by any of the third-party licensors of the First Party, as shall be stipulated by the First Party and which are incorporated herein by this reference.
      3. The Second Party further represents and warrants that, prior to transmitting a Fund Transfer Order to the First Party, it 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.
      4. The Second Party further represents and warrants that (i) it has all necessary rights and authorizations to servicing Sender(s) and Recipient(s) to a Fund Transfer transaction for which the Second Party is using the Services, (ii) the Second Party is and will comply with all applicable laws and regulations as related to its use of the Services, and (iii) none of its products infringe or violate the Intellectual Property rights of any third party and does not and will not contain and content which violates any applicable law, regulation or third party right.
      5. The Second Party represents and warrants that it complies with all applicable laws and restrictions and that none of its services are exported or imported from and that it has not engaged in and is not now engaging in any dealings with (i) any country or any person, national or company belonging to any country to which the U.N impose product embargo and/or international sanction list such as US Consolidated Sanction, OFAC Specially Designated Nationals,EU Financial Sanctions, UK Financial Sanctions, Interpol Wanted List, and other applicable sanction list (ii) any country or any person, national or company that is on the FATF blacklist.
      6. The Second Party further represents and warrants that it has not engaged in and is not now engaging in any action in furtherance of an offer, payment, promise to pay, or authorisation or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any "government official" (including any officer or employee of a government or government-owned or controlled entity or of a public international organisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Second Party has conducted its business in compliance with the applicable anti-corruption anti-bribery laws.
      7. The Second Party further represents and warrants that no employee, officer, director, or direct or indirect owner of the Second Party, is a government official, political party official or political party candidate, or an immediate family member of such an official or candidate, such that either party would be in violation of any laws, regulations or rules of its jurisdiction in its execution of and performance under the Services Agreement. In the event that during the term of the Services Agreement there is a change in the information contained in this Condition, the Second Party agrees and covenants to make prompt disclosure to the First Party.
      8. The Second Party represents and warrants that the operations of the Second Party are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in the Republic of Indonesia and all other jurisdictions in which the Second Party conducts business or operations, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or proceeding by or before any court or governmental agency (collectively, "Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Second Party with respect to Money Laundering Laws is pending and, to the best of the knowledge of the Second Party, no such actions, suits or proceedings are pending, threatened or contemplated.
  11. DISCLAIMERS
    1. Except as expressly set forth in the Services Agreement or these Conditions, the products and services provided hereunder are provided "as is" with all faults and without any representations or warranties. The entire risk as to satisfactory quality, performance, accuracy, and effort is with the Second Party. This disclaimer of warranty extends to the Sender and Recipient, is in lieu of all warranties and conditions whether express, implied, or statutory, and the First Party hereby specifically excludes, to the fullest extent permitted by law, any representations, conditions or warranties, express or implied, regarding any of its products or services, including the implied warranties of merchantability, fitness for particular purpose, title, and non-infringement with respect to the products and services, and any implied warranties arising from the course of dealing or course of performance.
    2. The Second Party acknowledges that the First Party is not a banking financial institution. Each of the First Party and its Affiliates is responsible only for transmitting data and/or facilitating Fund Transfer to effect or direct certain payments, payment authorizations or money services and is not responsible for the action or inaction of any third party, including but not limited to (a) the operation of the websites of internet service providers ("ISPs"), banks, financial processors, or other financial institutions, (b) the availability or the operation of the operating systems of ISPs, banks, financial processors or other financial institutions, and shall not be liable for any financial or non-financial (whether direct or indirect) Losses or any other consequences suffered or incurred by the Second Party in respect of any errors, omissions, failure, delay or breakdown of any ISPs, banks, financial processors or financial institutions.
    3. The Second Party acknowledges and affirms that it shall bear all collection risk, including without limitation, (where applicable) credit card fraud and any other type of fraud, with respect to sales of its products or services.
    4. The Second Party shall only use the Services for legitimate transactions with its Senders and Recipients. The Second Party shall be responsible for its relationship with its Senders, and the First Party and its Affiliates shall not be responsible or liable in any manner whatsoever for the products or services publicized or sold by the Second Party, or purchased by the Sender from the Second Party using the Services; or if the Second Party accepts donations, for the Second Party’s communication to its Senders of the intended use of such donations. The Second Party acknowledges and affirms that it is solely responsible for the nature and quality of the products or services provided by it, and for delivery, support, refunds, returns, and for any other ancillary services provided by it to its Senders, and that the First Party and its Affiliates shall not have any responsibility or liability in respect of the same whatsoever. The First Party reserves the right to terminate the Services and the Services Agreement immediately upon reasonable suspicion that the Second Party is engaged in any illegitimate transaction(s) with its 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, the Second Party, Sender and/or any Recipient) whatsoever.
    5. The Second Party understands and agrees (i) that neither the First Party nor its third-party licensors can guarantee the accuracy of tax rates obtained from taxing authorities, and, (ii) that the Second Party bears the ultimate responsibility for the proper payment of taxes applicable to Second Party's sale of its products or services.
    6. For the avoidance of doubt, the First Party does not make any representation, warranty or guarantee in respect of the quality, authenticity, fitness, nor any other statement in relation to the nature whatsoever, of the goods or services delivered or rendered by the Second Party, and shall not be responsible or liable for any claims in respect thereof or in connection therewith by any person (including, without limitation, any Sender and/or Recipient) whatsoever.
  12. INDEMNIFICATION AND LIABILITY
    1. First Party Indemnity: The First Party shall defend, hold harmless and indemnify, at its expense, the Second Party, its affiliates and each of their respective officers, directors, employees, and the successors and assigns of the foregoing (each, a "Second Party Indemnified Party") against any third party legal cause of action, claim, suit, proceeding or regulatory action brought against the Second Party Indemnified Party and any related Losses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by the Second Party Indemnified Party, to the extent that such cause of action is based upon a claim that any services or products of the First Party infringe a copyright, patent, trade secret, or other intellectual property rights of a third party. Should any of the First Party's products or services become, or in the First Party's reasonable opinion is highly likely to become, the subject of a claim of intellectual property infringement, the First Party may, at its option: (i) obtain the right for the Second Party and its Customers to continue using the products or services; (ii) replace or modify the First Party's products and services so it is no longer infringing or reduces the likelihood that it will be determined to be infringing; or (iii) if neither of the foregoing options is commercially reasonable, terminate this Agreement.
    2. Second Party Indemnity: The Second Party shall defend, hold harmless and indemnify, at its own expense, the First Party, its affiliates and each of their respective directors, officers, employees and representatives, and the successors and assigns of the foregoing (each, a "First Party Indemnified Party") against any third party legal cause of action, claim, suit, proceeding or regulatory action brought against the First Party Indemnified Party and any related Losses, damages, liability, costs and expenses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by the First Party Indemnified Party, to the extent that such cause of action is based on or arising from (i) any services or products of the Second Party that infringe a copyright, patent, trade secret, or other intellectual property rights of a third party; (ii) a breach by the Second Party of any of the terms, conditions, representations and warranties set forth in the Services Agreement and these Conditions; or (iii) the Second Party's or a Sender's use of the Services that are inconsistent with any of the terms of the Services Agreement or these Conditions or that violate any data protection laws, or any other applicable law, rule or regulation.
    3. The Party from whom indemnification is being sought (the "Indemnifying Party") will indemnify the Party seeking indemnification (the "Indemnified Party") from a claim provided that the Indemnified Party notifies the Indemnifying Party in writing promptly and in any event not later than three (3) business days after the Indemnified Party becomes aware of such claim (provided that the failure to so notify shall not affect the Indemnified Party's rights to indemnification hereunder unless, and then only to the extent that, the Indemnifying Party has been actually prejudiced thereby). The Indemnifying Party may not agree to any settlement that involves injunctive or equitable relief affecting the Indemnified Party or admission of liability by the Indemnified Party without obtaining the Indemnified Party's prior written consent.
    4. The First Party shall have no liability to the Second Party for any claim based on:
      1. any and all Losses incurred by the Second Party in respect of the products or services of the First Party which have been modified by parties other than the First Party;
      2. any and all Losses incurred by the Second Party in respect of the Second Party's use of the First Party's products or services in conjunction with data where use with such data gave rise to an infringement claim;
      3. any and all Losses incurred by the Second Party in respect of any failure of the Second Party to install upgrades or patches provided by the First Party where such upgrade or patch would have avoided such Losses;
      4. the Second Party's use of the First Party's products or services with software or hardware not authorized by the First Party, where use with such other software or hardware gave rise to the Losses incurred by the Second Party,
      5. any and all Losses incurred by the Second Party in relation to any absence of any license or permit in respect of the business activities and operations of the Second Party;
      6. any and all Losses incurred by the Second Party in relation to any claim related to any infringement of any intellectual property committed by the Second Party; and
      7. any other Losses, fines, penalties, claims (including, inter alia, legal and professional adviser costs), and damages suffered or incurred by the Second Party as a result of any tort (including, inter alia, negligence and misrepresentation), breach of statutory duty, fraud, fraudulent misrepresentation, wilful damage to property or person or any other wilful or unlawful misconduct, in each case, attributable to or caused by the Second Party or any of his employees, directors, officers, representatives, agents or affiliates.
    5. Under no circumstances (i) shall the First Party nor any of its third-party licensors be liable to the Second Party for indirect, incidental, consequential, special or exemplary damages or Losses suffered or incurred (even if the First Party or any of its third-party licensors has been advised of the possibility of such damages and regardless whether each of them knew or had reason to know of the possibility of the loss, injury or damage in question), such as, but not limited to, loss of revenue, profits, goodwill or business, anticipated savings, loss of reputation, costs of delay, costs of lost or damaged data or documentation, or such party's liabilities to third parties of any nature arising from any source; nor (ii) shall the entire liability of the First Party or any of its third-party licensors to the Second Party with respect to the Services Agreement or any subject matter thereof, these Conditions or the Services under any contract, tort, negligence, strict liability or other legal or equitable theory, exceed the fees paid or payable to the First Party by the Second Party under the Services Agreement or (in the case of a dispute involving a third-party licensor of the First Party) the fees paid or payable to such third-party licensor during the six-month period immediately prior to the date the cause of action arose.
    6. The exclusions and limitations of this Condition 12 do not apply to obligations hereunder regarding indemnification for infringement of third party intellectual property rights by the Second Party or for liability arising from the bodily injury or death of a person by any Party.
  13. CONFIDENTIAL INFORMATION
    1. Each Party (the "Receiving Party") hereby agrees (i) to hold the other Party's (the "Disclosing Party") Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Confidential Information or any information derived therefrom to any third person except as is strictly necessary to provide or use the Services, (iii) not to make any use whatsoever at any time of such Confidential Information except as contemplated hereunder, and (iv) that any employee or third party given access to any such Confidential Information must have a legitimate "need to know" and shall be bound in writing to comply with the Receiving Party's confidentiality obligations, whether generally or specific to the Services Agreement or these Conditions.
    2. Except as otherwise provided in the Services Agreement or these Conditions, within thirty (30) calendar days of termination of the Services Agreement, the Receiving Party shall destroy all materials that constitute Confidential Information and/or Intellectual Property of the Disclosing Party and provide to the Disclosing Party written certification signed by an authorized officer or representative of the Receiving Party that all such information was so destroyed. Notwithstanding the foregoing, each party may retain Confidential Information that is (i) stored on archival or back-up files or (ii) required for compliance with applicable law, card company rules or its obligations pursuant to the Services Agreement (including these Conditions), provided that such party continues to maintain confidentiality of such Confidential Information pursuant to the terms of the Services Agreement and these Conditions.
    3. Notwithstanding any provision in the Services Agreement or these Conditions to the contrary, each Party may disclose Confidential Information of the other Party to the extent it is required to be disclosed pursuant to a valid order or requirement of a governmental agency or court of competent jurisdiction, provided that the owner of the Confidential Information shall be given reasonable notice of the pendency of such an order or requirement and the opportunity to contest it.
    4. For the avoidance of doubt and notwithstanding the foregoing, either Party shall be entitled to disclose the existence of the relationship formed hereunder between the First Party and the Second Party and may include the name, trade name, trademark, or symbol of the other Party in its publicity materials without the prior written consent of the other Party.
  14. PROHIBITED PURPOSE
    1. The following underlying business activities, or business practices, or transaction are prohibited from using the First Party Services ("Prohibited Purpose"). Prohibited Purpose categories may change from time to time due to changes in legislation, where the First Party may unilaterally change it without prior notification to the Second Party. In certain cases, certain underlying activities listed below may be eligible for processing with explicit prior approval from the First Party. The type of underlying activities listed in the right column are representative, but not exhaustive. If the Second Party is 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. The Second Party legally acknowledge and confirm its consent or agrees that it 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 the First Party:
    3. Infringement of Intellectual Property
      Intellectual property or proprietary rights infringement Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party;
      Counterfeit or unauthorized goods Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported
      Import of prohibited and restricted Goods to Indonesia*
      Printing Materials Books, magazines, 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 Chemicals Derivatives products that contains Halogen substitute and its salt, Pesticide, polimer etilena/stirena/vinyl chloride
      Used Clothes Excluding personal hand carry clothes
      Export of prohibited and restricted Goods from Indonesia
      Agriculture, Forestry, fishery & maritime, industrial and mining products Natural rubber technical specification (TSNR) or Indonesian Standard Rubber (SRI) that does not satisfy the Indonesian National Standard (SNI); Natural rubber in other form other than Smoked Sheet and TSNR (SIR), Certain Timber and Rattan Products; Certain Fish (Scleropages Formosus and Schleropages jardini, Botia Macracantha, Cheilinus undulatus Ruppell, Anguilla spp, penaeus monodon, penaeus merguiensis, penaeus japonicus, Macrobrachium rosenbergii); ferrous and residual scrap; iron or steel remelted ingots; Tin ore, tin slag, tailing, precious stone excluding diamonds and semi precious stone, precious stone or semi synthetic precious stone,
      Endangered Species listed on CITES Mammals (primates, whales, dolphins, porpoises, elephants, rhinoceros, tigers, honey bear, skunk, porcupine, Orangutan Blood, Sumatra Goat), Aves (Eagle, cockatoo, parrot, cassowary, cendrawasih, etc), Reptile (turtle, snake, crocodiles, monitor lizards; crocodile’s bile, genitals, teeth and blood) Insects (certain butterly), Fish (Red Arwana, Coelacanth, Belida, Sentani Shark, Sentani Stingray, cave wader, etc) Bivalviax (Coconut crab, cassis cornuta, giant kima) Orchidaceae, Nephentaceae & Palmae (Certain orchids and palm trees), Dipterocarpaceae (Tengkawang plants and seeds), Rafflesiaceae
      Cultural heritage Artifacts, cultural heritage building/structure that are ≥ 50 years or that represent a certain era that are at least 50 years old and has a special meaning for history, science, education, religion and/or culture which has high cultural values for strengthening national identity;
      Printing Materials Books, magazines, news paper and similar materials, leafter, brochures that are printed in the Indonesian language, dialects in Indonesia or Chinese; offset printout goods made of paper for cigarette packaging or drugs packaging in the Indonesian language or foreign.
      Goods and services that violates Legislation
      Gambling Lotteries; bidding fee auctions; sports forecasting or odds making; sweepstakes; games of chance (Roulette, craps, slot machine and alike) ; casino games (Keno, Pi Gow Poker, Slots, Black Jack (21), Poker and alike)
      Adult content and services Pornography and other obscene materials (including literature, imagery and other media); sexually oriented toys or products; sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features, mail-order brides, explicit dating sites
      Firearms and explosives materials The sale, distribution, import, export of firearms, its amunitions and explosives materials
      Psychotropic & Recreational Drugs Unlawful sales, distribution, production, import and export of Category 1 drugs (Papaver Somniferum L, raw opium, cooked opium, cocca plants, cocca leaves, raw cocaine, cocaine, cannabis sativa, methamphetamine, and alike); Category 2 drugs (alphacetylmethadol, betamethadol, dextromoramide, hydromorphone, trimeperidine, and alike); Category 3 drugs (Acetyldihydrocodeine, ethylmorphine, propiram, and alike); drugs precursors
      Virtual currency Virtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); sale of stored value or credits maintained, accepted and issued by anyone other than the seller

      * 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 Services Agreement (including these Conditions) as independent contractors. Nothing in the Services Agreement shall be construed to give either Party the power to direct or control the daily activities of the other Party, or to constitute the Parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking. The Parties understand and agree that, except as specifically provided in the Services Agreement, neither Party grants the other Party the power or authority to make or give any agreement, statement, representation, warranty, or other commitment on behalf of the other Party, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of the other Party, or to transfer, release, or waive any right, title, or interest of such other Party.
    2. In performing any of the Services under the Services Agreement and these Conditions, from time to time, to the extent permitted under the law, Second Party hereby agrees to authorize First Party, at First Party's sole discretion, to delegate any of its duties and obligations hereunder to any of its Affiliates and/or trusted third party. For the avoidance of doubt, should the First Party chooses to exercise its rights in Condition 15.2, the First Party shall not be considered in breach of Conditions 13 for failure or delay in notifying the Second Party of such intention.
    3. These Terms and Conditions are written in Bahasa Indonesia and English. In compliance with the Law of the Republic of Indonesia no. 24 of 2009 dated July 9, 2009 regarding Flag, Language, Coat of Arms and Anthem (the "Law No. 24"), the Parties agree that the Bahasa Indonesia version of these Terms and Conditions shall be treated as an integral and inseparable part of the English version. In the event of any ambiguity, discrepancies or inconsistency between the English language text and the Indonesian language text, or if there should be any dispute in respect of the meaning or interpretation of certain provisions, the Parties hereby agree that the Bahasa Indonesia version will be deemed automatically amended to conform with the English version. Each Party further agrees that neither Party will in any manner or forum, or in any jurisdiction, challenge the validity of, or raise or file any objection to, these Terms and Conditions or the transactions contemplated herein on the basis of non-compliance with Law No. 24.