January 1, 2021
This Terms and Conditions is an agreement between the CLIENT and PT Brick Teknologi Indonesia (the “COMPANY” atau “BRICK”). (The CLIENT and COMPANY individually shall referred to as “Party” or collectively as “Parties”) The CLIENT acknowledge that it has read and understood all of these General Terms and Conditions of Brick Services including all attachments, amendment and its supplemental ("General Terms and Conditions") and will comply with all terms and conditions set forth in the Disbursement Pricing Agreement (“Terms of Pricing”) which has been signed by both Parties, including all of its attachments, amendment and supplemental from time to time (General Terms and Conditions and Terms of Pricing collectively as the "Agreement") shall apply to the CLIENT pursuant to Brick Services agreed by the CLIENT as stated in the Agreement.
The COMPANY, at its own discretion, has the right to amend or provide supplement to the General Terms and Conditions from time to time, by submitting written notification to the Client at the latest 7 (seven) Calendar Days prior the effective date of such changes in the General Terms and Conditions via electronic mail and/or posting this General Terms and Condition through the COMPANY website, or through other written means. The continued use by the CLIENT of the Brick Service after amendment, supplemental, and other modification of the General Terms and Conditions, and the absence of written notice to the COMPANY to terminate the Brick Service is the CLIENT's approval of amendment, supplemental and modifications to the General Terms and Conditions.
This General Terms and Conditions shall constitute an integral part from the “Terms of Pricing” which has been signed by both Parties, and shall not be interpreted separately, except has been specifically agreed by both Parties under a written agreement and / or stipulated in this General Terms and Conditions.
Except where the context otherwise requires, references in this General Terms and Conditions to the Agreement or other legal instrument (other than an enactment or statutory provision) must be deemed to be references to such Agreement or legal instrument as from time to time amended, varied, consolidated, supplemented, substituted, replaced, novated or assigned
1. Unless explicitly stated otherwise or the context determines otherwise, each term in this Agreement beginning with a capital letter below has the following meanings:
a. “Restricted Activities” means those activities described in Article 7 of this Agreement.
b. "Service Fee" means the amount of fees that must be paid by the CLIENT to the COMPANY for each Successful Transaction according to the agreed amount under Attachment 2 of the Agreement, where such CLIENT is obliged to pay on monthly basis to the COMPANY, which amount is as stipulated in the Pricing Terms, and shall be effective as of the signing date of this Agreement.
c. “Reserves” means a percentage of the funds in CLIENT Account (defined below) that we hold in order to protect against the risk of Reversals (defined below), Chargebacks (defined below), claim or any other liability related to CLIENT Account and/or use of the Brick Services.
d. “Chargeback” means a request that a user files directly with his or her bank to invalidate a payment.
e. "Fund" means the amount of money determined by the CLIENT to be transferred as stated in the Disbursement Instruction.
f. "Fund From Third Party" means the amount of money received from the Sender as stated in the Payment Collection Instruction.
g. "Calendar Day" means all days from Monday to Sunday, including national holidays.
h. "Working Day" means the day (excluding Saturday , Sunday and national holiday ) at which banks in DKI Jakarta conduct clearing activities based on Bank Indonesia regulations or stipulations.
i. "Payment Collection Services” means transferor movement services of Fund From Third Party in the territory of the Republic of Indonesia (domestic) provided by the COMPANY to CLIENT conducted through a series of activities starting from the Payment Collection Instruction from the CLIENT until the receipt of Fund From Third Party in CLIENT Account or escrow account of CLIENT in the COMPANY Account.
j. "Cash Payment Collection Services (Cash-in)" means cash payment collection services in the territory of the Republic of Indonesia (domestic) through Brick’ Partner (defined below) provided by the COMPANY to CLIENT conducted through a series of activities starting from the Payment Collection Instruction from the CLIENT until the receipt of Fund in cash through Brick’ Partner.
k. “Disbursements Services through Dashboard“means disbursement services under the Disbursement Services without using integration of API.
l. “Disbursement Services” meanstransfer or movement services of Fund provided by the COMPANY to CLIENT conducted through a series of activities starting from Disbursement Instruction from CLIENTS, including Disbursement Services through Dashboard, until the receipt of Fund in the Recipient's account in the territory of the Republic of Indonesia (domestic).
m. “Cash Disbursement Services (Cash-out)” means cash disbursement services through Brick’ Partner provided by the COMPANY to CLIENT conducted through a series of activities starting from Disbursement Instruction from CLIENTS, until the receipt of Fund in cash through Brick’ Partner in the Recipient's account in the territory of the Republic of Indonesia (domestic).
n. “Brick Services” means Brick Services Required which can be consist of Payment Collection Services, Cash Payment Collection Services, Disbursement Services, and/or Cash Disbursement Services as determined to be used by the CLIENT as set out in the Agreement. The COMPANY has executed cooperation with a Company’s partner that is entitled to conduct remittance business activities based on its licence obtained from Bank Indonesia (or “Brick Partner”).
o. “Brick Agent Network” means an agency network partner who has collaborated with the COMPANY and can be used by CLIENT users to make transactions related to Cash Withdrawal Services and Cash Payment Services
p. "Sender" means the party mentioned in the Payment Collection Instruction who will send a sum of money to the CLIENT.
q. "Payment Collection Instruction" means an instruction given by CLIENT to the COMPANY to receive Fund FromThird Party, through transfer or movement, to the CLIENT, manually through dashboard provided by the COMPANY, uploading excel file in CSV format through the dashboard provided by the COMPANY and/or through the integrated PARTY API, provided that the amount of the informed money will be deposited by the Sender in accordance with the amount Fund From Third Party.
r. "Disbursement Instruction" means an order given by CLIENT to the COMPANY to transfer or move a certain amount of Fund to the Recipient, manually through dashboard provided by the COMPANY, uploading excel file in CSV format through the dashboard provided by the COMPANY and/or through the integratedAPI of the PARTIES, provided that all Fund and Service Fee have been transferred by CLIENT to the the COMPANY Account.
s. "CLIENT Account" means the bank account determined by the CLIENT for the purpose of implementing this Agreement which may change as notified in writing from time to time by CLIENT to the COMPANY, which on the Effective Date is as stated at the Agreement.
t. "COMPANY Account" means a Bank account determined by the COMPANY for the purposes of implementing the Brick Services which may change from time to time as displayed on the COMPANY electronic system when the CLIENT makes a Disbursement Instruction.
u. “Reversal” means the COMPANY reverses a payment/transfer the CLIENT received because (a) it is invalidated by the sender’s bank, (b) it was sent to CLIENT in error by the COMPANY, its parent, subsidiaries, affiliates, or any direct or indirect COMPANY’s subsidiary, (c) the sender of the payment/the transferor did not have authorisation to send the payment (for example: the sender used a stolen account), (d) the sender of the payment/the transferor sent multiple payments/made multiple transfers erroneously, or such other manifest or obvious error, (e) CLIENT received the payment/transfer for activities that violated this Agreement, or any other policies or arrangements, or (f) COMPANY decided a claim against CLIENT.
v. "Successful Transaction" means Successful Transaction Regarding Payment Collection Services and / or Successful Transaction Regarding Disbursement Services.
w. "Successful Transactions Regarding Payment Collection Services" means that each Payment Collection Services that has been successfully conducted by the COMPANY according to the terms and conditions of this Agreement, as evidenced by the receipt of Fund From Third Party in the CLIENT Account which can be proven by mutation data in bank account or the receipt of Fund From Third Party in CLIENT escrow account in the COMPANY Account which can be proven by the receipt of such Fund From Third Party in the COMPANY Account.
x. "Successful Transactions Regarding Disbursement Services" means any Disbursement Services that have been successfully carried out by the COMPANY according to the terms and conditions of this Agreement, as evidenced by the receipt of Fund in n the Recipient's account which can be proven by mutation data in bank account of the Recipient or the COMPANY Account.
2. Unless otherwise stated explicitly or the context expressly determines otherwise, in this General Terms and Conditions: a. references to the singular include the plural (and vice versa);
b. a reference to a "Party" means a party to this Terms and Conditions, and includes a reference to the successor and the authorized recipient or assignee;
c. a reference to an Article or Appendix is a reference to an Article of this General Terms and Conditions or an Appendix to this General Terms and Conditions;
d. a reference to a law, provision or regulation also includes a reference to that law, provision or regulation as amended, changed, replaced or reinstated, as applied from time to time;
e. reference to a document, agreement (including the Agreement and this General Terms and Conditions), or a provision of a document or agreement that includes changes, replacements, innovations and additions to these documents, agreements or conditions from time to time;
f. reference to each agreement includes every promise, statement, deed, agreement, agreement, understanding, and / or instruction, whether written or unwritten;
g. account referral includes all substitute accounts for the account;
h. when the words "include" or "contain" are used in this General Terms and Conditions, then the words are considered followed by the word "not limited to";
i. the title in this General Terms and Conditions, including the title of an Article or paragraph, is for ease of reference only and in no case does it affect the interpretation or interpretation (content or substance of) of this General Terms and Conditions.
CLIENT hereby designates COMPANY to provide Brick Services through Brick Agent Network, Brick Services with API or Non-API solution and COMPANY hereby accepts such appointment in accordance with this Terms and Conditions (which includes the terms set forth under Terms of Pricing) (hereinafter shall be referred to as “Agreement”).
1. Without prejudice to the other obligations of CLIENT under the Agreement and this General Terms and Conditions, CLIENT is obliged to:
a. comply with all provisions in the Agreement and this General Terms and Conditions and other conditions which will be determined later by COMPANY in connection with the Brick Services as regulated in Recital B of this General Terms and Conditions);
b. Make payment of Services Fee to COMPANY for each Successful Transaction in accordance with the provisions and mechanisms as regulated in Article 5 of this General Terms and Conditions and Special Terms of Invoicing and Payment as agreed under Terms of Pricing;
c. sending or depositing Funds to the designated account by the COMPANY in accordance with the total amount of Funds and Service Fee as stated in the Disbursement Instruction from the CLIENT;
ensure and guarantee the correctness and completeness of all data and information provided or stated in each Transaction Instruction;
d. ensure the Sender sends Fund From Third Party in accordance with the total amount of Fund From Third Party as stated in the Payment Collection Instruction;
e. confirm to COMPANY through the mechanism determined from time to time by COMPANY, including electronic mail (e-mail), regarding the bank used by the CLIENT and the CLIENT's destination bank on each transaction to be carried out;
f. ensure and guarantee the correctness and completeness of all data and information provided or stated in each Disbursement Instruction.
g. ensure and guarantee the fulfillment of Minimum Monthly Transaction Commitments as determined and agreed by both Parties in the Terms of Pricing.
h. make payment of Service Fee to COMPANY for each Successful Transaction in accordance with the provisions and mechanisms as regulated in Article 5 of this General Terms and Conditions;
2. The CLIENT has the right to:
a. use the Brick Services organized by the COMPANY in accordance with the terms and conditions of the Agreement and this Terms and Conditions;
b . immediately get reports on Brick Services and Successful Transactions that are accurate and complete from COMPANY within a period of no later than 20 (twenty) minutes after the Payment Collection Instruction and Disbursement Instruction are issued by the CLIENT (“Transaction Report”), to avoid any doubt reports referred to in Article 3 paragraph (2) point (b) in this General Terms and Conditions is a report about the status of the transaction, whether it is a transaction that is delayed, successful or rejected, and will not be interpreted a report about the success of receipt of funds by the intended party as referred to in the Payment Collection Services and Disbursement Services as relevant.
c. in the event that a Disbursement Services fails or has not been received at the Beneficiary's account until the end of the day on which the Disbursement Instruction is received by the COMPANY, choose to: (i) obtain a full refund of all Fund and Service Fee within no later than 3 (three) Calendar Dayfrom the date of receipt of a Disbursement Instruction from CLIENT; or (ii) obtaining a Disbursement Services settlement so that Fund are received in the Recipient's account in accordance with the Disbursement Instruction no later than 1 (one) Calendar Day from the date the Disbursement Instruction was received from the CLIENT.
d. in the event that a Transaction fails or has not been received at the Recipient’s due to Recipient’s bank account which is not successfully verified, Brick Partner is not required to process the Transaction, and Client shall opt for: (i) obtaining full refund of all Funds within no later than 3 (three) Calendar Day from the date of receipt of a Transaction Instruction from the CLIENT; or (ii) obtaining a Transaction disbursement in accordance with the revised Transaction Instruction from the Client no later than the following 1 (one) Calendar Day.
1. Without prejudice to other COMPANY obligations under this Agreement, the COMPANY must:
a. ensure the availability of systems and networks for the provision of reliable and secure Brick Services for CLIENTS in accordance with the terms and conditions this Terms and Conditions ;
b. immediately prepare and submit reports on Brick Services and Successful Transactions that are accurate and complete in the interest of CLIENT within a period of no later than 20 (twenty) minutes after the Payment Collection Instruction and Disbursement Instruction are issued by the CLIENT,to avoid any doubt reports referred to in Article 4 paragraph (1) point (b) in this Agreement is a report about the status of the transaction, whether it is a transaction that is delayed, successful or rejected, and will not be interpreted a report about the success of receipt of funds by the intended party as referred to in the Payment Collection Services and Disbursement Services as relevant;
c. in the event that a Disbursement Services fails or has not been received at the Recipient's account until the end of the day on which the Disbursement Instruction is received, immediately notify the CLIENT and then carry out the instructions given by the CLIENT in accordance with Article 3 paragraph (2) point (c);
d. is responsible for the security, smoothness, and feasibility of the Brick Services, including protection of personal data, so that it continuously run well, safely, properly, and in control for the use by the CLIENT in accordance with the terms and conditions of the Terms and Conditions;
e. inform the CLIENT about the availability of the transfer process from the bank used by the CLIENT to the destination bank informed by the CLIENT in Article 3 paragraph (1) point (f), provided that if the transfer process cannot be carried out, the Disbursement Instruction entering the COMPANY system will be canceled and the Fund along with the Service Fee will be returned to the CLIENT on the same day; and
f. notify the CLIENT within 5 (five) Calendar Days’ in advance in writing if there is a repair or maintenance of the COMPANY network, system, software and/or hardware that can affect the activities of Brick Services.
3. In the event that Fund From Third Party in relation to Payment Collection Services fails to be sent by the Sender, sent in the amount which is not accordance with Payment Collection Instruction, or has not been received by the COMPANY until the end of the day on which the Payment Collection Instruction is received by the COMPANY, and without any faults or errors by the COMPANY in such event,the COMPANY will not have the responsibility to send any amount of money to the CLIENT, and the CLIENT will not demand the COMPANY responsible for it.
1. The COMPANY shall submit an invoice on Service Fee on Successful Transaction and Overdraft Facility which Funds have been successfully channeled to the Recipient's in accordance with the notification given in the dashboard, at the end of the month not later than 10th (tenth) of the following month.
2. During the Minimum Commitment Period of this Agreement and General Terms and Conditions, Brick will impose Commitment Pricing which is determined based on the Client's ability to fulfill minimum transaction commitments as will be further regulated in the Price Agreement.
3. For taxation purposes, the COMPANY may send invoices and other documents that are reasonably necessary with respect to Transaction Fee, Services Fee as well as Overdraft Facility to the CLIENT for the usage of Brick Services in the previous month period.
1. In case there are differences of opinion (dispute) among PARTIES or discrepancies regarding Service Fee and Successful Transactions, the PARTIES will immediately and in good faith discuss and reconcile in order to find a solution to these matters within 7 (seven) Working Days. The PARTIES shall acknowledge that data in the Company’s system or Brick Partner as valid data that shall be used as a reference for reconciliation. The COMPANY is obliged to carry out the settlement process, among others, by crediting back to the CLIENT's bank account no later than 1 (one) Business Day since the discovery of the difference in transactions or open posts if the error is caused by BRICK.
2. In the event that there is any Payment Collection Instruction which is disputed due to errors on one of the Parties’ system, hence the Parties hereby agree that the responsible party is the Party that caused the error.
3. Losses resulting from mismatches of instructions or error will be borne by the PARTY causing such errors.
1. The COMPANY may provide an option for the CLIENT to have a deposit on a account determined by the Company (hereinafter referred to as a "Deposit”).
2. The Parties agree to comply with all agreed and signed provisions of the Parties to the Agreement to carry out the Transaction, namely:
a. The Client shall make a top up Deposit as referred to in paragraph (1) of this Article through the method of transfer to the CLIENT's escrow account;
b. If the CLIENT makes a Deposit to the Company, then the Company shall prioritize the use of Funds in the Deposit for Transaction needs first before the Overdraft Facility.
c. The Company reserves the right to temporarily suspend the use of the Overdraft Facility by the CLIENT if the CLIENT does not make payment of the Overdraft Facility owed, and/or has passed from the maturity stipulated in the invoice.
d. Overdraft Facilities may be revoked at any time by the Company without the CLIENT's consent through written notice of at least 7 (seven) calendar days before the Overdraft Facility is terminated, if the CLIENT fails to make payment for the Overdraft Facility which has been distributed to the Recipient.
e. In the event that the CLIENT still has the remaining Deposit and this Agreement is terminated, all remaining Funds contained in the Deposit account will be returned entirely to the CLIENT's bank account after deducting the arrears (if any) fees and Transaction fees chargeable to the Client.
f. Any Transaction requests that have been received by the Company shall not be canceled, unless the following: (i) if the cancellation occurs due to the Company has not received payment from the CLIENT. (ii) if there are indications of suspicious transactions or Restricted Activities conducted by the CLIENT based on complete evidence and record from Brick Partner.
1. Except as otherwise expressly provided in the Agreement and this General Terms and Conditions, each PARTY must bear the costs and expenses incurred by the PARTY , including but not limited to the cost of his own lawyer and the costs of any other third party professionals employed by him in connection with the cooperation referred to in the Agreement and this General Terms and Conditions.
2. Unless otherwise specified in the Agreement and this General Terms and Conditions, any tax arising out of or in connection with the Agreement and this General Terms and Conditions and the implementation thereof shall be the responsibility of each PARTY in accordance with the taxation laws and regulations that apply from time to time.
In connection with the use of Brick Services, or in the course of CLIENT’s interactions with the COMPANY, CLIENT’s users, other COMPANY’s users, or third parties, the CLIENT will not:
a. Breach this Agreement or any other policies or arrangements that CLIENT has agreed to with the COMPANY;
b. Violate or attempt to violate any prevailing law, statute, ordinance, or regulation, including but not limited to laws relating to money laundering and terrorism financing, and regulations relating to sanctions;
c. Infringe COMPANY’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
d. Sell any goods or provide any services that is (in COMPANY’s absolute discretion) undesirable, questionable or immoral;
e. Use services in relation to pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or such multi-level marketing programmes that are at risk of harming the public or certain parties based on the COMPANY's internal assessment;
f. Provide false, inaccurate or misleading Information;
g. Engage in potentially fraudulent or suspicious activity and/or transactions;
h. Refuse to cooperate in an investigation or provide confirmation of CLIENT’s identity or any Information CLIENT provide to the COMPANY;
i. Control an account that is linked to another account that has engaged in any of these Restricted Activities;
j. Conduct CLIENT’s business or use the Services in a manner that results in or may result in complaints, disputes, Claims, Reversals, Chargebacks, fees, fines, penalties and other liability to COMPANY, CLIENT’s users, other COMPANY’s users, or third parties or the CLIENT;
k. Disclose or distribute another COMPANY’s users’ information to a third party or use the Information for marketing purposes, unless the CLIENT receive the consent to do so;
l. Send unsolicited email to a COMPANY’s user or use the Services to collect payments for sending, or assisting in sending, unsolicited email to third parties;
m. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
n. Facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
o. Use an anonymising proxy;
p. Use any robot, spider, other automatic device, or manual process to monitor or copy our platform/application without our prior written permission;
q. Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our platform/application or the Brick Services; or
r. Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers.
1. Liability. The CLIENT is responsible for all Reversals, Chargebacks, claims, fees, fines, penalties and other liability incurred by the COMPANY, other COMPANY’s users, or third parties caused by or arising out of CLIENT’s breach of this Agreement, and/or CLIENT’s use of the Brick Services. The CLIENT agrees to reimburse COMPANY, other COMPANY’s users, or third parties for any and all such liability. The CLIENT is also liable for using the services of our third-party service providers in a manner prohibited by them in their agreement with the CLIENT, or providing inaccurate or incomplete information while using their service.
2. Reimbursement for CLIENT’s Liability. If the CLIENT is liable for any amounts owed to COMPANY, COMPANY may immediately remove such amounts from the CLIENT Account or in the escrow account of CLIENT in the COMPANY Account to COMPANY Account. If the current CLIENT Account balance is insufficient to meet CLIENT’s liability, COMPANY will remove any funds remaining in the CLIENT Account or in the escrow account of CLIENT in the COMPANY Account and instate the CLIENT Account or the escrow account of CLIENT in the COMPANY Account with a negative balance up to the remaining amount of CLIENT’s liability, and the CLIENT must deposit into the CLIENT Account or the escrow account of CLIENT in the COMPANY Account as soon as possible to restore the CLIENT Account or the escrow account of CLIENT in the COMPANY Account to a zero or positive balance, or to pay COMPANY through an alternative method agreed to by COMPANY.
3. Actions by COMPANY – Restricted Activities. If COMPANY, in its sole and absolute discretion, believes that CLIENT may have engaged in any Restricted Activities (may be due to an official reports from any parties submitted to the COMPANY related to the suspicion of Restricted Activities conducted by the CLIENT), the COMPANY may take various actions to protect COMPANY, its parent, subsidiaries and affiliates, other COMPANY’s users, or third parties from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions that may be taken include but are not limited to the following:
a. We may close, suspend, or limit CLIENT’s access to the CLIENT Account or in the escrow account of CLIENT in the COMPANY Account;
b. We must close, suspend, or limit CLIENT’s access to the CLIENT Account or in the escrow account of CLIENT in the COMPANY Account if there is a request from the state authority or law enforcement;
c. We may refuse to provide the Brick Services to the CLIENT now and in the future;
d. We must refuse to provide the Brick Services to the CLIENT now and in the future if there is a request from the state authority or law enforcement;
e. We may hold CLIENT’s funds for a period of time reasonably needed to protect against the risk of liability to COMPANY or a third party, or if we believe that the CLIENT be engaging in potentially fraudulent or suspicious activity and/or transactions; and/or
f. We must hold CLIENT’s funds and/or for a period of time reasonably needed to protect against the risk of liability to COMPANY or a third party, if there is a request from the state authority or law enforcement.
4. Actions by COMPANY – Holds. Risk-based holds: COMPANY, in its absolute discretion, may place a hold on any or all of the payments/transfers CLIENT receive/send when COMPANY believes there may be a high level of risk associated with the CLIENT, CLIENT Account, or any or all of CLIENT’s transactions. COMPANY’s determination may be based on different factors and COMPANY may rely on information it receives from third parties. If COMPANY places a hold on a payment/transfer, the funds will appear in CLIENT’s “withheld balance” and the payment/transfer status will indicate the hold, for example it can show as “Completed – Funds not yet available.” COMPANY will release the hold on any payment/transfer after 30 calendar days from the date the payment/transfer was received into CLIENT Account or the escrow account of CLIENT in the COMPANY Account unless COMPANY has a reason to continue to hold the payment such as:
a. the receipt of a dispute, claim, Chargeback, or Reversal;
b. the COMPANY believes that the CLIENT have violated the terms of this Agreement or any other policies or arrangements and that such a violation results in the need to continue holding the funds; or
c. the COMPANY believes that the CLIENT may be engaging in potentially fraudulent or suspicious activity and/or transactions.
In such an event, the COMPANY may continue holding the payment/transfer in CLIENT’s Account until the matter is resolved pursuant to this Agreement. COMPANY, in its absolute discretion, may release the hold earlier under certain circumstances, for example when the dispute has been settled between the disputed parties.
5. Actions by COMPANY – Reserves. The COMPANY, in its sole and absolute discretion , may place a Reserve on funds held in CLIENT Account or the escrow account of CLIENT in the COMPANY Account where based on preliminary evidence, COMPANY believes there may be a high level of risk associated with CLIENT Account or in the escrow account of CLIENT in the COMPANY Account. If COMPANY places a Reserve in CLIENT Account, transactions will be shown as “pending” or “withheld” in CLIENT balance, and the CLIENT will not have access to funds in a “pending” or “withheld” status until they are cleared. The terms of the Reserve may require that a certain percentage of the amounts received into CLIENT Account or the escrow account of CLIENT in the COMPANY Account are held for a certain period of time, or that a certain amount of money is held in Reserve, or anything else that COMPANY determines is necessary to protect against the risk associated with CLIENT Account or the escrow account of CLIENT in the COMPANY Account. COMPANY may change the terms of the Reserve at any time by providing the CLIENT with notice of the new terms with prior written notice no later than 7 (seven) Calendar Days.
1. 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 will 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.
2. The statements and guarantees mentioned above are deemed given by the PARTIES by referring to the facts and conditions that exist (as relevant).
1. The Agreement and this General Terms and Conditions shall be effective for a period of 1 (one) year from the Effective Date ("Minimum Commitment Period") and shall not be terminated before the end of the Minimum Commitment Period, The Parties agreed that this Agreement will be renewed automatically every 1 (one) year continuously provided that no cancellation/termination to this Agreement by one of the Parties as referred to in this Article.
2. The Agreement may be terminated before the end of the Minimum Commitment Period as referred to in paragraph 1 by one of the Parties, in the event that:
a. there is a written agreement signed by the PARTIES to terminate the Agreement; or
b. one of the PARTIES is dissolved or liquidated either of its own accord or at the request of another party, as long as such dissolution is not a result of merger or consolidation
by way of providing written notice to the other PARTY within 30 (thirty) Calendar Days’ in advance.
2. This Agreement shall be automatically terminated in the event of
a. Either Party ceased its business or admitted/filed into bankruptcy or insolvency.
b. By the operation of law the business license of one of the Parties is revoked by the authority or become invalid.
c. If any regulation, policy issued by the government or otherwise stated that this Agreement is not valid
d. If evidence found on Confidential Information disclosure.
e. If proven the Client carries out business activities prohibited by applicable laws and regulations.
f. If it is proven that the Client provides false and inaccurate information on the KYC form provided by the Company, which resulted in the emergence of suspected suspicious transactions submitted by Brick Partners.
4. The PARTIES will jointly in good faith review the continued implementation of the Agreement either (i) on a regular basis (per semester), or (ii) at any time on the basis of certain circumstances, in the event of one or more of the following events:
a. either the PARTY breach a provision in the Agreement and this General Terms and Conditions or cannot fulfill one or more of its material obligations stipulated in the General Agreement and this Terms and Conditions and such cannot be fixed by the PARTY within a reasonable period of time; or
b. material statements and/or guarantees provided by one of the PARTIES in this Agreement are incorrect.
5. Termination or expiration of the Agreement (i) does not release or eliminate the rights and obligations of the PARTIES that have existed before the termination or expiration of the Agreement, therefore such obligations must be fulfilled immediately within period of no later than 14 (fourteen) Calendar Days after the effective date of termination or expiration of the Agreement, and (ii) does not affect the rights and obligations of the PARTIES which are expressly set to take effect or remain in effect after termination or expiration of the Agreement.
6. For termination of the Agreement, the PARTIES agree to waive the validity of Article 1266 of the Civil Code as long as the decision or court decision is needed in terminating the Agreement, so that the termination of the Agreement for the reasons stated in the Agreement is validly suffice to be carried out by written agreement of the PARTIES and does not require a decision or determination by a Court Decision.
1. In connection with the Agreement, this General Terms and Conditions 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 or this General Terms and Conditions, 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.
2. CLIENT agrees in the event there is a loss, lawsuit, and / or claim in the future, solely arising out of or in connection with error or omission of CLIENT in entering the Recipient’s account detail in relation to Disbursement Services, CLIENT will release the COMPANY from the said loss, lawsuit, and/or claim and will not seek any compensation or indemnity from the COMPANY in whatsoever form.
3. The COMPANY agrees in the event there is a loss, lawsuit, and / or claim in the future, solely arising out of or in connection with error or omission of the COMPANY in processing Disbursement Services, provided that such error or omission is solely incurred or in connection with the error and omission from the COMPANY, and it is not incurred from or in connection with the error or omission from CLIENT’s platform or system when providing instruction to the COMPANY in relation to Disbursement Services, the COMPANY will release CLIENT from the said loss, lawsuit, and/or claim and will not seek any compensation or indemnity from CLIENT in whatsoever form
1. Each PARTY ("Disclosing Party") may provide Confidential Information to the other PARTY ("Receiving Party") in connection with the implementation of the Agreement and this General Terms and Conditions. The PARTIES agree that the giving, receipt, usage and/or disclosure of Confidential Information is carried out in accordance with the provisions stipulated in this Article.
2. "Confidential Information" means all data, documents, and/or information in any form, verbally, in writing or in form of electronic or other media, that relating to the Agreement, this General Terms and Conditions and its implementation obtained by the Receiving Party directly or indirectly, including but not limited to the existence of the Agreement and this General Terms and Conditions, the terms and conditions of the Agreement and this General Terms and Conditions, information relating to business, financial condition, plans, strategies, methods, knowledge, suppliers, customers, labor, operations, prices, marketing, technical information, employment, agreements, investments, shares ownership, corporate actions, management and all information in whatsoever form relating to the Disclosing Party and its affiliates, which disclosed by or on behalf of the Disclosing Party to the Receiving Party or directors, commissioners, shareholders, employees, advisors, consultants, and/or agent of the Receiving Party ("Representative").
3. The Confidential Information shall not include data, document, information and/or information which can be proven in writing by the Receiving Party:
a. at the time the receipt has become the public domain without any breach conducted by the Receiving Party or its Representative;
b. It has been known by the Receiving Party when given by the Disclosing Party;
c. It has been obtained from a third party who validly obtained it and it has the right to disclose such information;
d. It was developed by the Receiving Party without using or referring to the Confidential Information of the Disclosing Party.
4. The Receiving Party agrees not to use, utilized, disclose other than for the purpose of the Agreement any Confidential Information provided by the Disclosing Party to any person or entity, and the Receiving Party will take all reasonable precautions to prevent breach or omissions in disclosure, usage, copies creation, transfer and/or assignment of s Confidential Information.
5. The provisions of this Article shall not apply to disclosure of the Confidential Information made under the following conditions:
a. disclosures required by applicable law or regulation or requested by an institution, government body or supervisory authority under the applicable law or regulation in which the Receiving Party is subject to therein provided that such disclosures will, as long as they can be carried out, is made after consulting with the Disclosing Party and after taking into consideration the reasonable requirements of the Disclosing Party regarding the time, content and method of disclosing it;
b. Disclosure to auditors, legal consultants and/or professional institutions in the context of implementing of the Agreement and this General Terms and Conditions, and not for other purposes and on the basis that the provisions under this Article also apply to the disclosure by auditors, legal consultants and/or professional institutions;
c. disclosure to the Representative of a Receiving Party whom because of its duties and functions requires it to obtain data, document, clarification and/or information for the purpose of the Agreement and on the basis that the provisions of this Article shall also be applied for any disclosure made by such Representative;
d. as long as the data, documents, information and/or information have been disclosed by, or agreed to be disclosed by, the Disclosing Party.
6. The Receiving Party agrees and acknowledges that breach of the confidentiality provisions under the Agreement atau this General Terms and Conditions may result in irreparable loss, damage and forfeiture to the Disclosing Party, and that the Disclosing Party can seek certain measures over such breach in addition to other legal remedies owned or can be owned based on applicable laws and/or regulation, including but not limited to interlocutory decisions or claims for indemnity, for the purpose of ceasing and/or mitigating the impact of leakage of the Confidential Information or breach or potential breach of confidentiality obligations under the Agreement and this General Terms and Conditions. The Receiving Party promises in good faith to cooperate with the Disclosing Party in full in connection with any matters as stated above.
7. The provisions stipulated in this Article will remain to perform and to bind the PARTIES during the Term of this Agreement and for 2 (two) years after expiration or termination of this Agreement.
1. Any intellectual property rights owned by each PARTY ("Owned IPR") under the applicable law and regulation will remain the property of the relevant PARTY. There are no provisions in the Agreement and this General Terms and Conditions that can be considered or interpreted or stated as granting or transferring rights or licenses related to the Owned IPR from one PARTY to the other PARTY, unless expressly in writing stated or with written approval of the relevant PARTY.
2. Any notification or publication of data and information arising from or in connection with the implementation of the Agreement and this General Terms and Conditions can be carried out based on the mutual agreement of the PARTIES.
1. No PARTY shall be responsible for the delay or failure to fulfill its obligations under the Agreement or this General Terms and Conditions if such caused by the Force Majeure.
2. "Force Majeure" means an event or condition that is reasonably beyond the control of a PARTY, where it in its nature cannot prevent or overcome it, including but not limited to, natural disasters, floods, fires, epidemics, war (both declared or not), rebellion, armed conflict, riots or turmoil, coups, revolutions, acts of terrorism, sabotage, criminal acts, nuclear explosions, electrical disturbances, systems, or third party networks, or changes in government policies or law and regulations that reasonably and materially affect the ability of the PARTY to fulfill its obligations under the Agreement or this General Terms and Conditions.
3. A PARTY who experiences the Force Majeure shall notify in writing the other PARTY on the occurrence of the Force Majeure within 14 (fourteen) Working Days after the occurrence of Force Majeure along with appropriate evidence of the occurrence of such Force Majeure.
4. If the PARTY who experiences the Force Majeure fails to notify the other PARTY within the period referred to in paragraph 3 above, then the Force Majeure shall be deemed to have never occurred and all losses, risks and consequences that may arise become the burden and responsibility of the PARTY that experiences such Force Majeure.
1. The Agreement and this General Terms and Conditions shall be governed and interpreted by the laws of the Republic of Indonesia.
2. The PARTIES agree that any dispute or conflict arising in connection with the Agreement and this General Terms and Conditions, including but not limited to its existence, validity, interpretation, or performance ("Disputes") shall be resolved by amicable discussion between the PARTIES within 30 (thirty) Days Calendar since the date of receipt of written notice by one of the PARTY from the other PARTY regarding the arising of the Dispute.
3. The PARTIES agree that in the event that the Dispute cannot be resolved through amicable discussion in the time period referred to in paragraph (2) above, the Dispute shall be settled and resolved through the South Jakarta District Court.
1. All notices, correspondence and other communications based on or in connection with the Agreement and this General Terms and Conditions shall be made in Bahasa Indonesia and given in writing which can also be made in English or other language versions as deemed necessary and delivered immediately including via courier, or sent by registered mail or e-mail to the address with details as specified in the Agreement.
2. Every notification, correspondence or other communication will be deemed to have been properly submitted:
a. on the date it was submitted if it was sent via direct delivery or courier, as evidenced by the recipient's signature in the letter delivery book or receipt issued by the sender;
b. three (3) Working Days after being entered into a registered post, if it is sent through a registered post, as evidenced by a receipt for the delivery of registered post;
c. on the date of dispatch, if it is sent through electronic mail, as evidenced by sent status and absence of delivery failure notice.
3. 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.
The Agreement and this General Terms and Conditions are signed in Bahasa Indonesia and English and if there are inconsistencies between the Indonesian and English version, to the extent permitted by law, the Bahasa Indonesia version shall prevail and the English version will be adjusted to reflect agreement on the governing language.
1. The Agreement and this Terms and Conditions constitutes the entire agreement between the PARTIES and supersedes or cancels all previous agreements between the PARTIES, both in oral and written form, in connection with all matters set forth in the Agreement and this General Terms and Conditions.
2. Any matters that have not been or not sufficiently regulated under the Agreement and any amendments or additions to the Agreement must be made in writing and signed by the PARTIES. Any amendments or additions to the Agreement and any appendix to the Agreement constitute an integral and inseparable part of the Agreement.
3. No breach of any agreement, consent, guarantee, or statement that will be deemed to be waived unless expressly set out in writing by the PARTIES.
4. There are no failures or delays in exercising all rights, powers or legal remedies by a PARTY that will acting as a waivers. The exercise of part or all of the rights, powers or legal remedies does not preclude any other or further exercise of that rights, powers or legal remedies.
5. If any provision of the Agreement and this General Terms and Conditions are deemed to be illegal, invalid or unenforceable, then that provision (as long as it is illegal, invalid or unenforceable) shall not be affected and deemed to make other terms and condition of the Agreement atau this General Terms and Conditions to be illegal, invalid or unenforceable. The PARTIES will immediately use all their best efforts to replace the illegal, invalid or unenforceable provisions with a legal, valid and enforceable substitute provision, whereby the impact will be as close as possible to the intended or expected impact of such illegal, invalid or unenforceable.
6. Each PARTY cannot transfer its rights and /or obligations as referred to in the Agreement and this General Terms and Conditions, except with approval in writing from the other Party.
7. During the term of the Agreement and after termination or expiration, with or without cause, of the Agreement and this General Terms and Conditions, both PARTIES agree that it will take no action which is intended or could reasonably be expected, directly or indirectly, to harm the other PARTY’s in whatsoever from including but not limited to actions that might harm its business activity or its reputation or which could reasonably be expected to lead to unwanted or unfavorable publicity to the other PARTY. In the event of a breach or threatened breach of such covenant herein, the injury or imminent injury to the value and the goodwill of the non-breaching PARTY’s business could not be reasonably or adequately compensated in damages in an action at law. Accordingly, the breaching PARTY expressly acknowledges that the non-breaching PARTY shall be entitled to specific performance, injunctive relief or any other equitable remedy against the breaching PARTY without the posting of a bond, in the event of any breach or threatened breach of such covenant in this Clause.
8. The Agreement can be signed manually or electronically through an electronic system, which signing by any form will be considered valid and binding. In the event that electronic signature is problematic or does not apply based on laws or regulations, the PARTIES will immediately and in good faith take all necessary actions and efforts to ensure the effectiveness of the Agreement and this General Terms and Conditions, including sign the Agreement manually. In connection with the electronic signing, each PARTY in good faith agrees not to do the following (and will not allow or assist any party) in any way and/ or in forums in any jurisdiction: (i) oppose the validity of , or file or propose objections to, the Agreements or this General Terms and Conditions or the transactions intended in the Agreement and General Terms and Conditions; (ii) defend the failure of implementation of the Agreement or this General Terms and Conditions, or their violation to carry out their obligation under the Agreement or General Terms and Conditions or; and / or (iii) declare, file, claim and / or sue that the Agreement or this General Terms and Conditions (a) are contrary to government policy, and / or (b) are not legal, applicable and binding obligations, and may be applied to it based on the prevailing regulations.
9. The appendices hereto shall form integral part hereof and have equal force of law and binding as other Articles in this General Terms and Conditions.