November 7, 2022
GENERAL TERMS AND CONDITIONS OF DATA/INSIGHT BRICK SERVICES
Latest changes: 7 November 2022
General Terms and Conditions of Brick Services (hereinafter referred to as the “General Terms and Conditions”).
This General Terms and Conditions shall be applicable to the verified Client and shall constitute as an integral part with Provision on Brick Services Pricing Agreement (“Terms of Pricing”)(hereinafter together shall be referred to as “Agreement”)), and shall not be interpreted separately, unless it has been specifically stipulated under this General Terms and Conditions and/or any other Agreement. Brick shall be entitled to amend, modify or supplement the Terms and Conditions at any time and (subject to applicable laws and/or internal policies) for an unlimited number of times subsequently without restriction in its sole and absolute discretion by posting a revised version of this Terms and Conditions in the platform Brick (onebrick.io), provided that the Brick has provided 7 (tujuh) calendar days' prior notice (the "Notice Period") to the Client before the effective date of any amendment as further specified in Article 11 of this General Terms and Conditions, modification or supplement of this General Terms and Conditions and/or Agreement, such notice to be given via electronic mail transmission or otherwise in writing. Once the Notice Period expires, the Client will be deemed to agree to and be bound by any changes, modifications, or additions to these General Terms and Conditions. a. Whereas PT Brick Keuangan Inklusif, a limited liability company duly established under the laws and regulations of Republic of Indonesia, having its registered office at Jl. Tulodong Bawah IV No. 20, Kebayoran Baru - Jakarta Selatan, engaged in providing information technology and solutions Services to collaborate and help every company and their business activities to implement an integration between systems with one coding line to access various financial services and other financial technologies. (hereinafter referred to as Brick or the Company). b. Whereas Client agrees to use Brick Services as stated in the Pricing Agreement which has been duly executed between Brick and the Client hereinafter referred to as the Client); c. The Client and the Company shall hereinafter be collectively referred to as the “Parties” and individually as a “Party”; and d. Whereas the Parties agree to bind themselves to each other into a cooperation where Brick will provide an information technology solution in the form of Services (as stated under Appendix 1) needed by the Client to support the Client's Business Activities according to the mechanisms as stated under this General Terms and Conditions.
For the above matters, the Parties agree to the following terms and conditions:
1. Definition For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them as follows: 1.1. “Developer Application” means web, desktop and/or mobile application developed by or on behalf of Client which allows its End Users to access and use their own financial data via that application. 1.2. “End User(s)” means customers of the Client who are end users of the Client’s Developer Application. 1.3. “End User Personal Data” means any data, information or information that is inherent and identifiable either directly or indirectly to each individual or End User(s) including but not limited to correspondence details, financial data, other personal data (including but not limited to name, Identity Number ("NIK"), date of birth, home address, office address, mobile number, account number information and account owner's name), and other data (including but not limited to browser data, device data of the User's mobile number), Financial Account Login Credentials and Financial Account Data. 1.4. “Financial Account Data” means data relating to End User’s financial account in Financial Institution, including: a. financial account holder details (including by way of example and without limitation name, address, email, phone number); b. financial account details (including by way of example and without limitation account number, type, currency, balance); and c. transactions details (including by way of example and without limitation transaction amount, date, description, currency). 1.5. “Financial Account Login Credentials” means financial account login credentials (including by way of example and without limitation username, access number, password, security questions and answers, token/SMS codes, multifactor information, device information and other security or access information used to authorize the End User when accessing End User’s financial account in Financial Institution. 1.6. “Financial Institution” means an entity engaged in the business of dealing with monetary transactions, including without limitation banks, payment system providers, e-wallet providers, loan companies, investment companies, eBills providers and other financial service providers located worldwide. 1.7. “Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) Internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world. 1.8. “Services” has the meaning given to it in Appendix 1. 1.9. “Brick Data API” means the Brick’s proprietary data aggregation platform which is developed from the Brick’s technology and which aggregates financial data retrieved from Financial Institutions and/or enriches financial data. The Brick Data API also includes documentation (guides and API reference), SDKs and back-end gateway. 1.10. “Brick Insights API” means API services provided by Brick to clients via Brick Data Categorization API that enables Client to receive enriched financial data into client’s platform. 1.11. “List of Appendices of General Terms and Conditions “ or “Appendix” means as follows: ● Appendix 1 : Services ● Appendix 2 : Brick Service Level Agreement (SLA) and Client Complaint Handling
2. Scope of Agreement The Parties agree that under this Agreement Brick shall provide services to the Client according to this Terms and Conditions which are further set out in details in the Appendices of this Agreement and as agreed by both Parties in the Pricing Agreement.
3. Term of Agreement 3.1. The Agreement starts on signing date of the Pricing Agreement (“Effective Date”) (inclusive with the approval of the General Terms and Conditions) and shall be valid for one (1) year (“Effective Term”). Without prejudice to Article 7.1 of this Agreement, both Parties agree that neither Parties shall not terminate this Agreement within the period of Effective Term. 3.2. The Parties agree that this Agreement will be renewed automatically every 1 (one) year consecutively, provided that no cancellation or termination as stipulated under Article 7 is applied to this Agreement. 3.3. In the event the Client unilaterally terminates this Agreement within the period of Effective Term, the Company is entitled to charge upon Termination Fee according to Article [7.6] below.
4. Price and Terms of Payment 4.1. Service Fee: For the services provided by the Company, the Client agrees to conduct payment to the Company on one time basis (i) “Setup Fee” and (ii) “Usage Fee” as set forth under the Pricing Agreement. 4.2. Additional Fees: The payment shall be made in accordance with the amount stated in the invoice that will be received by the Client, which will include the Setup and Usage Fees that has been agreed by the Parties and any other Brick fees for each cost price, and additional expenses (“Additional Fees”), including without limitation labor costs, travel costs, third party service fees and organizational costs incurred for (i) custom development; (ii) custom integration of the Developer Application with the Services; (iii) audits, certifications, additional tests; (iv) on-site audit of Brick's premises by Client and/or Client's designated representative; (v) training, workshops, meetings at Brick's or Client's premises; (vi) additional fees charged by Financial Institutions to access End User Personal Data from such Financial Institutions (including without limitation Financial Institution API fees); and (vii) other customs requirements not expressly provided for in this Agreement (hereinafter referred to as “Custom Request(s)”). 4.3. Invoice: Setup Fee Invoice will be sent to Client alongside with the Usage Fee Invoice which will be tabulated at the end of each current calendar month not later than 10th (tenth) day of the following month. 4.3.1. Invoice Terms: Brick will prepare invoice to the Client on the basis of : ● successfully connected Financial Account Data; or ● successfully executed API Calls 4.4. Payment: Client shall pay any fees and/or expenses due under this Agreement within a maximum period of 30 (thirty) calendar days as of the date of invoice in Indonesian Rupiah (“IDR” or “Rp”) in full amount. In case of payment negligence or late payment, Each Party shall be responsible for all costs incurred for the collection of invoices, including but not limited to reasonable attorney's charges, collection agency costs and all court costs or related fees. All payments shall be made to Either Party's bank account, unless otherwise agreed upon between the Parties. 4.5. Payment Negligence: If Client fails to make payment when due, the Company reserves the right to suspend or terminate the Agreement with the Client with written notice no later than 30 (thirty) calendar days prior notice to the Client, including terminating: a. all licenses granted to Client under this Agreement; b. Client’s access to and use of the Services; and c. all related Support Services; 4.6. Overdue Payments: Any payment not received from Client by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Brick’s discretion, late charges at the rate of zero point thirteen percent (0.13%) per day of the outstanding balance per month compounded at the end of each month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. 4.7. Taxes: Amounts payable by Client under this Agreement are payable in full without offset or deduction for taxes (including any withholding tax) or customs duties. In addition, Client shall be responsible for and shall pay any taxes (including any sales, use, value-added and similar transaction taxes), however designated, levied or based, on amounts payable by Client hereunder. 4.8. Changes to Payment Terms and Fees: Brick reserves the right to amend in its sole discretion, at any time and from time to time, Service Fees and/or launching of new services by providing thirty (30) calendar days prior written notice to Client. If within such 30 (thirty) calendar days the Client does not provide any objection to the written notice, then the Client is deemed to have agreed to the changes of Service Fee and/or launching of new services.
5. Warranties, Disclaimers and Indemnification 5.1. Mutual Warranties: On the Effective Date and at any time during the duration of the Agreement and this General Terms and Conditions, each of the PARTY states and guarantees to the other PARTY the following matters: a. It has been established and is in full standing legal and proper based on the legal jurisdiction of its place of establishment and also has obtained the license issued by the respective government agencies to conduct its business. b. The person who signs the Agreement for and on its behalf is its authorized signatory who has the power and authority based on the articles of association and applicable law to sign the Agreement and binds themselves to all terms and conditions in the Agreement and this General Terms and Conditions. c. The signing and execution as well as transactions or cooperation regulated in the Agreement and this General Terms and Conditions shall not and will not violate or contradict the provisions in an agreement where it is a party to it or that binds it, the applicable laws and regulations, and/or for business entities or legal entity, provisions of its articles of association and its corporate documents. d. The agreement has been properly signed by it and it is valid and binding for it, and this Agreement can be implemented against it in accordance with the terms and conditions therein. e. It is not in a state or process leading to a state of bankruptcy, application for postponement of debt payment obligations, and/or for business entities or legal entities on liquidation or dissolution. f. There is no (or potential) pending claim, suit, or trial process that could materially affect its ability to carry out its obligations under the Agreement and this General Terms and Conditions at the time of signing the Agreement. 5.2. Client Warranties: Client agrees and warrants that all of the End User Personal Data will be collected and processed by the Client based on the valid consent given by the End User. 5.3. Brick Warranties: Brick represents and warrants to Client that during the Term of this Agreement it will provide the Services and Support Services in a manner consistent with any service levels or terms set out in this Agreement, including without limitation the SLA. Brick does not warrant that use of the Services will be error-free, uninterrupted or secure. Without prejudice the foregoing, Brick hereby further represents and warrants that in relation to the End User’s Financial Account Data that has been connected to their respective Financial Institutions, Brick shall maintain adequate security measures in order to protect the security and confidentiality of the respective connected Financial Account Data, as applicable in the application of information security and confidentiality standards in ISO / IEC 27001: 2013.. 5.4. Disclaimer: Except as specifically set out herein, the Services are provided “as is”, without any representation and/or warranty of any kind. Brick and its licensors and/or suppliers make no other representations and give no other warranties, express, implied, statutory, or otherwise regarding the Services provided under this agreement and Brick specifically disclaims any and all implied representations and warranties of fitness for a particular purpose, title, merchantability, merchantable quality and non-infringement to the maximum extent permitted by applicable law. Brick does not warrant that the Services will be uninterrupted, error-free, secure, comprehensive, complete, accurate and up-to-date, or that the Services is or will be available all the time without interruption. 5.5. Mutual indemnification: In connection with the Agreement and its implementation, in the event there is a loss, lawsuit, and / or claim in the future, arising out of or in connection with gross negligence or willful misconduct by one of the Party which results in (i) breach of obligations or promises of a material nature set forth in the Agreement, and/or (ii) circumstances which are not true or incomplete or inaccurate in a statement or guarantee that is material in the terms of this Agreement ("Violating Party"), the Violating Party will release the other Party from the said loss, lawsuit and/or claim, and subsequently the Violating Party will be fully responsible for the said loss, lawsuit and/or claim. 5.6. Indemnity for End User claims: Client shall keep Brick, both during the term and after expiration of this agreement, fully and effectively indemnified against all losses, claims, damages, liabilities, costs and expenses, including without limitation reasonable attorney’s fees, incurred by or imposed upon Brick as a consequence of any award or judgment in favour of an End User of the Client arising in connection with the Developer Application or the Client’s services if the loss directly from the End User’s claim, in which case the Client violate the provisions of Article 5.2.. 5.7. Indemnity for security breach claims: each Party (the "Indemnifying Party") shall keep the other Party (the "Indemnified Party") fully and effectively indemnified against all direct losses, claims, damages, liabilities, costs and expenses incurred by or imposed upon the Indemnified Party arising out of the disclosure to or access by an unauthorized third party of End User Personal Data (a “Security Breach”) as a result of a breach of the terms of this agreement by the Indemnifying Party or otherwise due to the Indemnifying Party’s wilful misconduct or gross negligence. 5.8. Indemnity by Brick: Brick shall defend Client against any claim, demand, suit, or proceeding made or brought against Client by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriate the Intellectual Property Rights of a third party, and shall indemnify Client for any damages finally awarded against, and for reasonable attorney's fees incurred by, Client in connection with any such claim; provided that Client (i) promptly gives Brick written notice of the claim; (ii) gives Brick sole control of the defense and settlement of the claim; and (iii) provides to Brick all reasonable assistance, at Brick‘s expense.
6. Personal Data Protection of End User 6.1. Each Party is obliged to comply with the Applicable Laws, and other applicable legal obligations especially as regulated in Law No. 27 of 2022 concerning Personal Data Protection (“Applicable Laws”); and must immediately provide such information to the other Party as such other Party can reasonably fulfill by itself that such steps have been reasonably taken by such other Party. In particular, each Party: 6.1.1. complies with the Applicable Laws; 6.1.2. Both Parties, must ensure that each of the Party has: a. obtained an explicit consent from the End User on the collection, processing, analysis, storage, updating, transfer, dissemination, or disclosure, and/or deletion or destruction of End Users Personal Data; b. obtained an expressed and specific consent (explicit) from the End User regarding the “Allowed Purposes”, whereby to provide Brick Services and for Brick to process data needed for communicating with third party data provider, End User voluntarily may provide the same identifying information that such End User use to login to his/her financial accounts or online bank account to access his/her relevant payment accounts (i.e.: username and password) of the related financial account (“Credentials”), in order for such consent to be legally used by Brick to retrieve the read-only version of the Account Information data as each of End User chooses to transmit to the Client. c. obtained consent from the End User, that their Account Information data as per point (b) above shall be shared with another provider provided that such End User has provided the same explicit consent with the service agreement provided by such another provider with such other platforms or service providers. d. Each Party shall implement security measures to protect Credentials at rest and data in motion, at the minimum Credentials are encrypted using security standard encryption AES-256. 6.2. Each Party shall implement all reasonable technical and organizational security measures and set out reasonable security procedure to ensure that the End User Personal Data: (a) is protected from misuse, tampering and loss, from unauthorized access, modification, collection, processing, use, duplicating, release, disclosure or other similar risks; and (b) conducting accurate and complete documentation in light of End User’s explicit consent storing. 6.3. If it is later legally proven that Client has collected, used, or processed End User Personal Data beyond that as instructed by Brick as the data controller, or in any way that violates Applicable Laws, then Client hereby agrees that Client will release Brick from all forms of losses, both material and immaterial, lawsuits, and/or prosecution from the relevant data subject or other related third parties in connection with losses suffered related to the alleged End User Personal Data Breach. 6.4. Brick reserves the right, by giving at least 48 hours prior written notice (or other reasonable time) to the Client, to investigate or appoint a representative to investigate all relevant matters: (a) (to the extent possible and subject to approval from the third party data center provider) facilities and equipment and (b) electronic documents and data relating to Client's processing of End User Personal Data. 6.5. Violation of this article 6 by either Party constitutes a serious breach of this Agreement for the purposes of article 7.1.a. of This Agreement.
7. Limitation of Liability 7.1. Limitation on indirect liability: to the maximum extent permitted by applicable law, in no event shall either Party be liable to the other Party for any consequential, incidental, punitive or special damages (including without limitation loss of profit, loss of opportunity or loss of business) which the other Party or its customers, affiliates, parent companies, associates, agents, officers, directors or employees may incur or suffer in connection with this Agreement, resulting from the either Party’s acts or omissions in performing its obligations under this Agreement. 7.2. Limitation on amount of liability: to the maximum extent permitted by applicable law, each Party’s aggregate liability for all claims relating to this Agreement shall not exceed the equivalent of the fees paid by Client to Company in the previous six (6) months preceding the claim. 7.3. Exceptions to Limitations: The limitations of liability in this Pasal 6 do not apply to breaches of confidentiality obligations set out in Article 13, violations of a Party’s Intellectual Property Rights by the other Party, and to the indemnification obligations set out in Pasal 5.4, 5.5, and 5.6.
8. Termination 8.1. Termination for Cause: Either Party may, at any time prior to the end of the term of this Agreement under Article 3 above, terminate this Agreement with a thirty (30) calendar days prior written notice if the other: a. fails to perform its obligation and/or breaches any of the provisions of this Agreement; b. enters into or subject to proceedings related to bankruptcy or any other proceedings with similar effects, permits the appointment of a curator or a curator and manager for its business or assets, or becomes subject to any legal proceedings relating to insolvency, reorganisation or the protection of creditors’ rights or otherwise ceases to conduct business in the normal course; and/or c. suspected of being involved in any criminal acts against the applicable laws and regulation 8.2. Suspension or Termination in Emergency: The Company shall have the right to suspend or terminate this Agreement immediately in the event of an emergency, suspected fraud, enforcement by external authorities or regulatory requirement on provision of at least ten (10) days’ prior written notice to Client of all other suspensions or terminations where practicable. 8.3. Immediate Termination: Brick may terminate this Agreement at any time without prior notification requirement should any of these following occur: a. legally the business license owned by one of the Parties has been revoked by the competent authority or is no longer valid; b. if there are regulations or government policies that cause this Agreement to be invalid; c. if it is legally proven that there is illegal disclosure of Confidential Information; d. if it is proven that the Client is carrying out business activities that are prohibited by applicable laws and regulations; and/or e. if it is proven that the Client provides false and inaccurate information during the KYC process. However, termination under this Article 7.3 does not waive Client's outstanding obligations, including but not limited to Service Fees. 8.4. Waiver of Article 1266 of the Civil Code: For the termination of this Agreement as referred to in this Article 7.1., 7.2., and 7.3, the Parties agree to waive the provisions of Article 1266 of the Indonesian Civil Code so the consent or decision of the court is not required to terminate this Agreement. 8.5. Cause of Termination regarding Outstanding Rights and/or Obligation: If upon the termination of the Agreement and/or the Agreement is terminated by one of the Parties, and there are outstanding rights and/or obligation by the other Party, then rights and/or obligation of each of the Parties shall be settled not later than 14 (fourteen) calendar days as of the termination date. 8.6. Early Termination by the Client: In the event the Client decides to early terminate this Agreement for convenience purposes within the Effective Term Period, thus Client agrees to be charged upon Early Termination Fees as stipulated in 8.6.1. below. 8.6.1. Early Termination Fee within the Period of Effective Term: In the event the Client decides to Early Terminate the Agreement for convenience purposes within the period of Effective Term, the Client agreed to be charged upon Early Termination Fee by the Company and the Client agrees to conduct payment of such Early Termination Fees, amounting the sum of the latest 3 (three) invoices paid by the Client.
9. Non-Exclusivity The Parties agree that this Agreement is non-exclusive and therefore does not limit to a Party without prior approval from other Party in any event in the future a Party intended to cooperate with a third party.
10. Assignment This Agreement shall not be assigned by either Party, whether voluntarily or involuntarily or by operation of law, in whole or in part, to any other entity without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, upon written notice to CLIENT, Brick may assign this Agreement to an affiliate or to a successor in interest, upon a merger, acquisition, reorganization, change of control, or sale of all or virtually all of the assets of BRICK, atau in accordance with the regulator / BRICK’s management and/or shareholders decision and any such assignment shall not require the consent of CLIENT. Any assignment which is conducted by the CLIENT in violation of this of this Article shall be null and void from the beginning, and shall be deemed a material breach of this Agreement.
11. Governing Law and Dispute Resolution 11.1. Prevailing Law: This Agreement shall in all respects be governed by and construed in accordance with the rules and regulations of the Republic of Indonesia. 11.2. Good Faith Efforts: The Parties agree to use good faith efforts in order to solve by mutual agreement any disputes and controversies that may arise out of this Agreement which must be sought within not later than 30 (thirty) calendar days since the date of receipt of written notice by either Party from the other Party regarding the emergence of a dispute. Accordingly, any dispute shall first be addressed by the Parties’ main contacts and escalated to senior members of each Party’s management team for further attempts at resolution. 11.3. Arbitration: Any disputes arising out of this Agreement which cannot be resolved under Article 10.2. shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The arbitration shall be before 1 arbitrator appointed from the SIAC panel and shall be conducted In English. This arbitration provision shall survive termination of this Agreement. The provisions of this Article shall not apply, however, to any application for an equitable remedy before the courts, or any action seeking enforcement of any decision by an arbitrator appointed under this Article. 11.4. Outstanding Rights and/or Obligation: Each Party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a Dispute.
12. Notices 12.1. Any notice related to this General Terms and Conditions sent from one Party to the other Party shall be served in writing or sent via fax, telegraph, telex or e-mail. If the notice is sent via fax, telegraph, telex or e-mail, the date of sending is deemed as the date of service; if the notice is sent via prepaid registered mail or express mail, the date of receipt is deemed as the date of service. 12.2. In the event of any changes of the correspondence details as mentioned in the Agreement or the last correspondence detail recorded at each Party, such change must be notified in writing to the other Party no later than 5 (five) Working Days prior to the change of such correspondence detail. If such change of correspondence detail is not notified, then the notification or other communication under the Agreement and this General Terms and Conditions is deemed given accordingly by sending it to the correspondence details as stated in the Agreement or the last address recorded at the other Party.
13. Force Majeure 13.1. Neither Party will be liable for incomplete fulfillment or non-fulfillment of their obligations under this Agreement and losses occurred due to force majeure circumstances. Force majeure circumstances are any circumstances that the Parties could not foresee and are beyond Parties’ reasonable control, and which materially and adversely affect Parties’ ability to perform their obligations under this Agreement, including without limitation normative acts issued by the state and government institutions and binding for the Parties, enforcement by Financial Institution, Financial Institution’s blocking or denial of access to Brick, strikes, natural disasters, war or any kind of military operations, blockade, epidemics, etc., but excluding any payment obligations (collectively, “Force Majeure”). 13.2 The Party that cannot fulfill its obligations as a result of Force Majeure shall immediately inform the other Party of occurrence of such circumstances and their possible period, as well as confirm such notice in writing not later than within fourteen (14) calendar days from the date of occurrence of Force Majeure. Failure to inform or untimely information does not give the Party that has failed to inform or has informed untimely the right to refer to any Force Majeure as to the grounds for release from liability for incomplete fulfillment or non-fulfillment of its obligations. 13.3. In case of occurrence of Force Majeure, fulfillment of Parties’ obligations is suspended until the end of such circumstances, but if the situation remains unresolved for sixty (60) days or more, either Party may elect to terminate this Agreement without liability to the other Party.
14. CONFIDENTIALITY The Parties shall maintain the confidentiality of this Agreement, the transaction described in this Agreement, and any Confidential Information including but not limited to End User Personal Data, Metadata, Tokens, and all non-public information about Services, and shall instruct their respective counsels, executives, and employees (if possible) to keep its confidentiality except for the sake of the implementation of this Agreement or required by the applicable regulations having the force of law or their respective consultant who should aware of this Agreement. No Party may announce to the public, or disclose to third parties, any information related to this Agreement and the transaction described in this Agreement without the prior written consent of the other Party, unless required by the applicable regulations having the force of law.
15. Intellectual Property 15.1. Client acknowledges and agrees that The Services are protected by copyright, trade secret, and other intellectual property laws. Client further acknowledges and agrees that Brick reserves all rights, title, and interest to the Services, and its Confidential Information, including all Intellectual Property Rights contained therein. 15.2. Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, service marks and logos displayed on the Services, without prior written consent and permission from Brick or its respective licensors. 15.3. At no given time shall Client profess or claim Brick’s inalienable possession of the foregoing. Client may not modify, rent, loan, sell, distribute, or create derivative works of Services, the Services offered, or any software, in whole or in part, unless Brick gives Client express permission. 15.4. Brick shall defend Client against any claim, demand, suit, or proceeding made or brought against Client by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the Intellectual Property Rights of a third party, and shall indemnify Client for any damages finally awarded against, and for reasonable attorney's fees incurred by, Client in connection with any such claim; provided that Client (i) promptly gives Brick written notice of the claim; (ii) gives Brick sole control of the defense and settlement of the claim; and (iii) provides to Brick all reasonable assistance, at Brick‘s expense.
16. Language This Agreement is made in Indonesian and English languages in compliance with Indonesian Law Number 24 of 2009 regarding National Flag, Language, Coat of Arms, and Anthem. In the event of any dispute on the interpretation of this Agreement between the Indonesian language version and English language version, the Indonesian language version shall prevail.
17. Miscellaneous 17.1. This Agreement constitutes the entire Agreement between the Parties hereto and supersedes any and all prior agreements, negotiations and understandings of any nature with respect to the subject matter hereto. 17.2. Any appendices to this Agreement shall form an integral part and inseparable to this Agreement. 17.3. The actual or future invalidity or ineffectiveness of one or more provisions in this Agreement shall not affect the validity or effectiveness of the whole Agreement.
18. CLIENT CONSENT The Client has carefully read, understood and agreed in full to accept the contents of these General Terms and Conditions and/or the Agreement. The Client further agrees that the agreement at the time of signing of the Price Agreement by the Client shall be deemed to be in recognition of all the contents of the applicable General Terms and Conditions of Brick including all of Appendices.
APPENDIX 1 1.1. Services: During the Term of this Agreement, Company shall provide Services as s to Client in accordance with and subject to the terms and conditions set forth in this Agreement and as further described in this Agreement. The Services in question will be provided by The Company whose scope will follow the Company's innovation process including but not limited to: a. Brick Data API; b. Brick Insights API; and/or c. such other related services as may be expressly agreed between Client and Brick from time to time by signing supplemental amendments to this Agreement. 1.2. Client shall refer to further completed references regarding the Services, which may be amended from time to time by Brick in https://docs.onebrick.io/docs. Client hereby state consent to each of the amendment or updates made by Brick in https://docs.onebrick.io/docs from time to time.
APPENDIX 2 Brick Service Level Agreement (SLA) and Client Complaint Handling Capitalized words not defined in this Appendix shall have the meaning ascribed to such words in the Agreement. 1. DEFINITIONS 1.1. “Business Day” means a day (other than Saturday, Sunday or public holiday) on which commercial businesses are open for business in Indonesia. 1.2. “Uptime” means the overall time the Services are available in the course of any given period. 1.3. “Unplanned Maintenance” means the period of time during which the Services are unavailable. 1.4. “Planned Maintenance” means any Services and/or Services maintenance that is scheduled to perform non-critical error fixes and/or implement changes and updates on the Services. 1.5. “Emergency Maintenance” means any critical system changes that cannot be postponed until the Planned Maintenance, including without limitation inaccessibility of critical functionality of the Services or exposure of a critical security vulnerability. If not addressed in a timely manner, such issues could destabilize the Services and affect the Service’s performance and availability. 2. PERFORMANCE RATES Brick shall use commercially reasonable efforts to ensure the following performance rates: 2.1. Ninety-five percent (95%) Services Uptime per month. The Uptime does not include any kind of Maintenance (Unplanned Maintenance, Planned Maintenance, and Emergency Maintenance), as well as services and systems not under Brick’s control. 2.2. Planned Maintenance shall be regulated by the following: a. Brick shall notify the Client at least forty-eight (48) hours prior to any Planned Maintenance; b. Planned Maintenance, in most cases, shall not exceed four (4) consecutive hours and 24 cumulative hours in any given month; c. Planned Maintenance sessions are scheduled to be performed depending on the Services load for the time when it is the lowest; 2.3. In case of Unplanned Maintenance and Emergency Maintenance, Brick shall provide Client with a notification at the earliest convenience. 3. TECHNICAL SUPPORT 3.1. Brick technical support team shall provide assistance to Client only during Business Days. 3.2. Client shall manage and conduct any and all communication with its End Users. Brick shall at no time be expected to communicate directly with End Users. 4. INCIDENT REPORTING AND CLIENT COMPLAINT HANDLING 4.1. In case Client becomes aware of (i) an actual or suspected Security Breach or Personal Data Breach on Brick’s side (including but not limited to systems, software, network employed in connection with the Services), or (ii) an actual or suspected Security Breach or Personal Data Breach on Client’s side (including but not limited to Client Application, systems, software or network employed in connection with the Services), or (iii) full unavailability of the Services, inaccessibility of a critical functionality of the Services or exposure of a critical security vulnerability, Client shall promptly notify Brick by sending an email to firstname.lastname@example.org and providing description of the issue. 4.2. This incident reporting channel is monitored by Brick 24/7 and the designated Brick’s staff is alerted immediately of any incoming incident notification. Brick will react to any claims within 12 hours. 4.3. Client shall not use the incident reporting channel in an abusive or disruptive manner or for any other purposes except as set out in Section 4.1 above. Client acknowledges and agrees that Brick may in its sole discretion charge an additional fee in the amount of one hundred United States dollars (USD 100.00) for each separate occurrence of Client’s use of the incident reporting channel other than for the intended purposes set out in Section 4.1. 5. NEW MAJOR RELEASES 5.1. Brick shall release no more than one major update to the Services per 6 months. Brick does not guarantee compatibility of the said update with the previous Services version. 5.2. Brick shall inform Client of any planned breaking changes or upgrades to the Services by sending an email notification at least thirty (30) calendar days prior to the changes coming into effect. In case of any emergency or other unplanned security or regulatory updates to the Services, Brick shall notify Client by email or through the Services as soon as reasonably practicable. 5.3. Brick shall only support the current release and one previous release. The previous release shall be deprecated upon the release of the new Services version and be supported until the indicated end of life date. 5.4. Brick shall at its earliest convenience provide the Client with a development environment to test the customizations and upgrade to the latest Services version.
Jl. Tulodong Bawah IV No. 20, RT.5/RW.4 Kebayoran Baru, Jakarta Selatan Daerah Khusus Ibu Kota Jakarta 12110