In this Terms and Conditions, unless the context otherwise requires, the following words and expressions have the following meanings:

1. "Service Fee" has the meaning stipulated in Article 4 paragraph (1) of this Terms and Conditions.

2. “Faspay” is the trademark name for the facilities and services owned and developed by Media in connection with its business activities and any changes thereto from time to time.

3. "Force Majeure" has the meaning stipulated in Article 9 paragraph (1) of this Terms and Conditions.

4. “Working Days” are days other than Saturday, Sunday, and national holidays as determined by the government of the Republic of Indonesia.

5. "IPR" has the meaning stipulated in Article 14 paragraph (1) of this Terms and Conditions.

6. "Confidential Information" has the meaning stipulated in Article 7 paragraph (1) of this Terms and Conditions.

7. “Government Institution” means any government agency, whether central, regional, provincial, city, sub-district or quasi-government agencies, including every ministry, department, commission, bureau, administrative, judicial or other agency or regulatory body or other instrument in Indonesia.

8. “Operational Terms” has the meaning stipulated in Article 12 paragraph (1) of this Terms and Conditions.

9. “KYC” or “Know Your Customer” is an examination and due diligence activity that shall be carried out by Media to ensure that relevant information is obtained regarding the background, identity, legal documents, business activities and other things that need to be known about Merchant prior to cooperating in providing PIAS Service.

10. "PIAS Service" has the meaning stipulated in Article 2 paragraph (1) of this Terms and Conditions.

11. “Settlement Report” is a report containing data on the transfer of Transaction funds that must be submitted by Media to Merchant.

12. “Successful Transaction Report” is a report containing a data recapitulation of successful Transactions that must be submitted by Media to Merchant.

13. “Aggregator Method” is a method of reconciliation, transfer of funds, settlement of Transactions between Payment Channel Providers and Merchant using Media as an intermediary. Payment Channel Providers using the Aggregator Method as stated in the Operational Terms.

14. “Non-Aggregator Method (Direct)” is a method of reconciliation, transfer of funds and settlement of Transactions which are directly carried out between Payment Channel Provider and Merchant. Payment Channel Providers using the Non-Aggregator Method (Direct) as stated in the Operational Terms.

15. "Transaction Nominal" is the value of the transaction initiated by User on the Merchant application for the purposes of the Transaction.

16. “Tax” means a current or future tax, levy or contribution of any nature levied in relation to income, enterprise, revenue or gross income, services, licenses, finances, withholding, payroll, employment, severance, profit, profit, share, capital or duty, franchise, property, property, environment, stamp duty, excise, employment, sale, use, transfer, value added, minimum, estimate, or other tax or social contribution of any nature (including fees, statutory determinations, or other fees or charges of a tax nature or in lieu of taxes) imposed by Government Institution, and any interest and penalties related to the foregoing.

17. "User" means any party on the Merchant application/platform that initiates the Transaction of payment for goods and/or services which shall then be processed using PIAS Service.

18. "Payment Channel Provider" is a payment system business entity that can provide various choices of payment methods/channels, and has cooperated with Media, and has been selected by Merchant as the acquiring for the purposes of carrying out Transactions. Payment Channel Providers include but are not limited to banks, e-wallet providers, e-money providers, retail payment points, and/or other payment service providers. List of Payment Channel Providers as selected by Merchant as stated in the Faspay Registration Form.

19. “Prevailing Regulations” means any legislation, statutes, codes, laws, regulations, rules, ordinances, orders, decrees, decisions, stipulations, verdicts or ruling of any Government Institution.

20. "Representative" has the meaning stipulated in Article 7 paragraph (4) of this Terms and Conditions.

21. “Receiving Party” means the party receiving Confidential Information from the Disclosing Party.

22. “Disclosing Party” means the party disclosing Confidential Information to the Receiving Party.

23. “Transaction” is any process of payment for goods and/or services made by User to Merchant by utilizing the choice of payment method/channel provided by Payment Channel Provider and shall be further processed using PIAS Service.

24. "Event of Default" has the meaning stipulated in Article 16 paragraph (1) of this Terms and Conditions.

1. Merchant hereby agrees to appoint Media as a provider of financial services supporting activities in the form of payment gateway services or Payment Initiation and/or Acquiring Services (PIAS) including but not limited to Faspay Business and Faspay Billing services required by Merchant in order to connect Merchant with Payment Channel Provider for the implementation of electronic payment Transaction forwarding (“PIAS Service”), and Media hereby agrees to provide PIAS Service that connects Merchant with Payment Channel Provider as required by Merchant in accordance with the terms and conditions set forth in This Terms and Conditions.

2. The process of providing PIAS Service for each Payment Channel Provider as referred to in this Terms and Conditions shall be mentioned separately in the Operational Terms which is part and becomes an inseparable part of this Terms and Conditions.

1. The rights and obligations of Media in addition to the rights and obligations that have been stated in other articles in this Terms and Conditions are as follows:

   1. Media is entitled to receive Service Fee in accordance with the provisions as stipulated in this Terms and Conditions.

   2. Media is entitled to request copies of Merchant's documents and/or information including but not limited to Merchant's data and legality documents and licensing documents for the purposes of KYC (Know Your Customer) implementation in accordance with Prevailing Regulations, and Media is entitled to obtain Merchant's permission and approval to submit it to the Payment Channel Provider for further examination, storage, and processing by the Payment Channel Provider in the context of providing PIAS Service based on this Terms and Conditions. Media is entitled to receive notification and update of data and legal documents from Merchant if there are changes to the data and documents. In the event that Merchant does not notify or provide updates on the data to Media, then the data and company legal documents that have been submitted by Merchant to Media shall be considered up-to-date data and documents.

   3. Media is entitled to obtain User identification and verification data from Merchant if necessary. In connection with this obligation, Media is entitled to receive guarantees and assurances from Merchant that it has obtained all the necessary approvals from User to provide the data, information and/or identification documents to Media, so that the use of the data, information, and/or documents by Media would not violate any statutory regulations.

   4. Media is entitled to cancel Transactions and/or terminate PIAS Services, either temporarily or permanently in the event that there are Transactions identified as fraudulent, suspicious, problematic, deemed against, or violating Prevailing Regulations.

   5. Media reserves the right to use and post Merchant's logo, trademark symbol and company name for promotional and marketing purposes on any publication media or promotional material to indicate that Merchant is using Media's PIAS Service.

   6. Media shall provide PIAS Service to Merchant so that Merchant can use it as well as possible in accordance with the Operational Terms imposed by Media.

   7. Media shall complete Transactions in accordance with the schedule and procedures determined by each Payment Channel Provider as stipulated in the Operational Terms.

   8. Media shall ensure that Media's operational system functions properly so that PIAS Service provided by Media can be carried out properly including but not limited to maintaining and maintaining the facilities, infrastructure, devices, applications, and Media's systems and devices used for the provision of PIAS

   9. Media shall provide Successful Transaction Report and Settlement Report in accordance with the time limit specified in this Terms and Conditions to Merchant.

   10. Media shall provide technical and operational support to Merchant including but not limited to parameter data and technical specifications to be able to integrate Media's PIAS Service system with Merchant's system, as well as assistance and solutions for transactions experiencing network issues.

   11. Media shall provide information to Merchant in writing containing information and the completion period if there is an update, development, and/or maintenance of the system that may impact the implementation of PIAS Service, at least 2 (two) Business Days prior to the implementation of the update, development, and/or or maintenance of the system.

2. The rights and obligations of Merchant in addition to the rights and obligations stated in other articles in this Terms and Conditions are as follows:

   1. Merchant is entitled to obtain PIAS Service from Media in accordance with the provisions of this Terms and Conditions to be used by Merchant as well as possible.

   2. Merchant is entitled to obtain technical and operational support from Media including but not limited to parameter data and technical specifications to be able to integrate Media's PIAS Service system with Merchant's system, as well as assistance and solutions for transactions experiencing network issues.

   3. Merchant shall inform User that Merchant can accept Transaction using the payment method/channel along with the terms and conditions of Payment Channel Provider selected by Merchant based on this Terms and Conditions.

   4. Merchant shall provide payment transaction instructions to Media only through the Application Program Interface (API) or the merchant-Faspay dashboard that has been provided by Media whose documents, specifications, and technical parameters can be accessed at the following link: https://docs.faspay.co.id/.

   5. Merchant shall guarantee and ensure that Transaction shall only be carried out on Merchant's platform that has been registered to use PIAS Service according to certain types of payment methods/channels from Payment Channel Provider that has been selected by Merchant based on Faspay Registration Form.

   6. Merchant shall pay Service Fee in accordance with the provisions stipulated in this Terms and Conditions.

   7. Merchant shall submit all copies of the documents or information required by Media for the execution of this Terms and Conditions including but not limited to data and legality and licensing documents belonging to Merchant for the purpose of fulfilling the KYC (Know Your Customer) principle in accordance with Prevailing Regulations (“Merchant Documents“), and Merchant authorizes and gives approval for the submission of Merchant Documents to Payment Channel Provider for further examination, storage, and processing by the Payment Channel Provider in the context of providing PIAS Service based on this Terms and Conditions. Merchant shall notify and provide updates of data and legal documents to Media if there are changes to these data and documents. In the event that Merchant does not notify or provide updates to the said data and documents to Media, then the data and company legal documents that have been submitted by Merchant to Media shall be considered as up-to-date data and documents.

   8. Merchant shall allow Media to use and include Merchant's logo, trademark symbol and company name for promotional and marketing purposes in any publication media or promotional material to indicate that Merchant is using Media's PIAS Service.

   9. Merchant shall be responsible for any error in the payment Transaction instructions that Merchant do and Merchant cannot claim compensation for the loss of funds resulting from an error in the payment Transaction instructions.

   10. Merchant shall ensure that the use of PIAS Service by Merchant as referred to in this Terms and Conditions shall not conflict with Prevailing Regulations and in the event that there are suspicious, problematic transactions, deemed to be against, or violating Prevailing Regulations such as fraud, money laundering, terrorism financing, and/or other forms of abuse, Merchant shall cooperate with Media, relevant Government Institution, and law enforcement officials (including but not limited to providing the necessary data, information, documents, and/or information).

   11. Merchant shall reconcile according to the time limit specified in this Terms and Conditions and send the reconciliation results to Media.

   12. Merchant shall maintain and perform maintenance on Merchant's facilities, infrastructure, devices, applications, systems and/or devices used to use PIAS Service so that it does not harm or damage the system or operation of Media's systems and devices.

   13. Merchant shall identify and verify User when Merchant wants to carry out payment transaction instructions through Media and Merchant shall submit the identification and verification data to Media if necessary. In connection with this obligation, Merchant must guarantee and ensure that it has obtained all necessary approvals from the party to provide the data, information and/or identification documents to Media, so that the use of the data, information, and/or documents by Media shall not violate any regulations.

   14. Merchant shall comply with and properly comply with prevailing laws and regulations, including, but not limited to laws concerning anti-money laundering and counter-terrorism financing (AML - CFT), and shall not cooperate with fraudsters or fraud perpetrators either which is newly suspected or has been proven;

   15. Merchant shall release and hold harmless Media along with its shareholders, commissioners, directors, all employees and/or affiliated parties of Media from liability for any losses, expense claims, damages, liabilities, or costs arising from the breach of Merchant's obligations as referred to in paragraph (2) letters (m) and (n) of this Article and any violation of the provisions of Prevailing Regulations by Merchant.

   16. Merchant shall submit proof of Transaction to User;

   17. Merchant shall provide a means to handle User complaints and resolve User complaints regarding Merchant services to User.

   18. Merchant shall not transfer, re-provide, and/or resell PIAS Service and the types of payment methods/channels used without prior written approval from Media.

3. The Parties agree that the limitation of the liability of Media with respect to the obligations referred to in paragraph (1) of this Article, is limited to a single fault and/or negligence committed by Media. Media is not responsible for any errors and/or omissions or the inclusion of errors and/or omissions made by Merchant, Payment Channel Provider and/or other third parties.

1. In connection with the implementation of PIAS Service, Merchant shall be charged a fee for each successful Transaction, where the fee includes Transaction fees to Media and/or Payment Channel Providers (“Service Fee”). Merchant is required to pay the Service Fee. The provisions for the amount of Service Fee are as determined and agreed upon by the Parties in the Faspay Registration Form, while the procedure for deducting Service Fee shall be carried out with the flow as specified in the Operational Terms.

2. The calculation of the amount of Service Fee shall be based on the amount and Transaction Nominal listed on the recorded Transaction data on Media, where the data shall be obtained based on the Transaction data sent by the Payment Channel Provider system.

3. Media is entitled to make changes to the amount of Service Fee as referred to in paragraph (1) of this Article, with a written notification (or via email) 1 (one) Working Day in advance to Merchant, where the written notification is an integral part and inseparable from this Terms and Conditions.

4. Except as expressly provided otherwise in this Terms and Conditions, the Parties hereby declare that they shall bear and pay the Taxes that must be paid by each of these Parties based on Prevailing Regulations in the field of taxation in connection with the execution of this Terms and Conditions.

1. The process of transferring funds, settlement, and reconciliation of Transactions is carried out using the Aggregator Method or the Non-Aggregator Method (Direct) with the following conditions:

   1. Aggregator Method

      • Media shall inform Merchant of Successful Transaction Report every following Business Day after the date of execution of the Transaction (H+1) no later than 08.30 WIB. Transaction reconciliation process that is processed using the Aggregator Method can be carried out by Merchant using Successful Transaction Report.

      • Merchant shall make reconciliation on a daily basis to Successful Transaction Report that has been informed by Media and Merchant is required to send the confirmation back to Media no later than 10.00 WIB on the same day Merchant receives Successful Transaction Report from Media. If Merchant does not provide confirmation to Media at the specified time, then Merchant is deemed to have agreed with the Successful Transaction Report that has been informed by Media. Provisions for the delivery of Successful Transaction Report and confirmation of the reconciliation results are regulated and implemented in accordance with the flow as stated in the Operational Terms.

      • Upon the Successful Transaction Report that has been informed by Media, Media will then inform Merchant of the Settlement Report every Business Day 15.00 WIB at the latest. Provisions on the implementation of the transfer of funds and settlement of Transactions are regulated and implemented in accordance with the flow as stated in the Operational Terms.

      • In the event that there is a discrepancy in Transaction data between the Settlement Report informed by Media and Merchant's transaction report, Merchant may submit a claim to Media for the discrepancy or dispute in the Transaction data no later than 3 (three) Working Days from the date of delivery of the Settlement Report. from Media. If Media does not receive a claim from Merchant no later than 3 (three) Working Days, then Merchant is deemed to have agreed with the Settlement Report that has been informed by Media.

      • The submission of claims/complaints on the disputed Transactions to Media as referred to in roman (iv) this paragraph must be made by Merchant via Media's customer care email as stated in Article 8 of this Terms and Conditions.

   2. Non-Aggregator Method (Direct)

      • The process of transferring funds, transaction settlement, and reconciliation for PIAS Service using the Non-Aggregator Method (Direct) is regulated and carried out in accordance with the flow as stated in the Operational Terms.

   3. As an effort to resolve the discrepancy or dispute of transaction data, the Parties shall conduct an investigation from the date of submission of the claim/complaint by Merchant. In the event that the investigation involves Payment Channel Provider, the investigation period follows the period of each Payment Channel Provider.

1. This Terms and Conditions are effective from the date of the signing of the Faspay Registration Form by the Parties until it is terminated by one of the Parties to the other Party by giving written notification regarding the termination no later than 30 (thirty) calendar days prior to the desired effective date of termination of cooperative relationship.

2. The obligation to provide written notification as referred to in paragraph (1) of this Article is excluded in the event that:

   1. There are indications that the Transactions carried out by Merchant and/or User or the Transactions contained in Merchant application/platform are transactions that are against or violate the law;

   2. There is an indication that Merchant conducts business activities that are against or violates the law or carries out business activities that are included in the Negative List of Prohibited Merchant Businesses as stipulated in the Operational Terms;

   3. There is an indication that User is a person or agency or entity that is illegal, against, or violates the law.

   4. If Merchant violates any of the provisions referred to in this Terms and Conditions and/or the Operational Terms.

Therefore, the termination of the cooperative relationship can be carried out directly and immediately by Media.

3. Termination of the cooperative relationship due to paragraph (1) and/or paragraph (2) of this Article, does not eliminate the rights and obligations of each Party that have arisen before the termination of the cooperative relationship occurs.

4. The Parties hereby agree to complete the calculation of the excess or underpayment between the Parties, no later than 1 (one) week after the effective date of termination of the cooperative relationship.

5. The Parties hereby agree to waive the application of the provisions of Articles 1266 and 1267 of the Indonesian Civil Code in connection with the termination of the cooperative relationship as referred to in this Article.

1. The following is confidential information, including but not limited to (hereinafter "Confidential Information"):

   1. 1. the business or affairs of the Disclosing Party, including but not limited to commercial information, business information, trade secrets or know-how, marketing strategies, ideas, concepts, financial conditions and information, trade secrets, operations, personnel details, technology and/or or design models, processes, procedures and security approaches that may be provided by the Disclosing Party and may from time to time be provided to the Receiving Party in accordance with this Terms and Conditions;

      2. any information or data relating to concepts and ideas, technologies, formulas or improvements, adjustments or parameterizations of commercial value and not publicly available and including, but not limited to, all confidential and proprietary concepts, documentation, reports, specifications data, hardware and software inventory, hardware, software configuration, network topology, system diagram, database scheme, IP address, source code, object code, flowchart, database, invention, whether patentable or copyrighted or not, belongs to the Disclosing Party or may have been obtained by the Disclosing Party from a third party;

      3. other information shared with the Receiving Party where the Disclosing Party has a business, ownership or ownership interest or has a legal obligation to protect, whether received from third parties/vendors/personnel of the Disclosing Party in any form, which the Disclosing Party considers confidential and which may fairly considered confidential and which can be received, accessed or obtained by the Receiving Party during the period of the cooperative relationship;

2. The Receiving Party shall not cause its Representative to use Confidential Information for any purpose except as necessary to implement, execute or enforce this Terms and Conditions. The Receiving Party shall implement commercially reasonable administrative, technical and physical safeguards designed to: (a) ensure the security and confidentiality of Confidential Information; (b) protect against anticipated threats or harm to the security of Confidential Information; and (c) protect against unauthorized access to or use of Confidential Information. Prior to disclosing Confidential Information to an authorized recipient, the Receiving Party must inform them of the confidential nature of the Confidential Information and require them to comply with the terms of this Terms and Conditions. The Receiving Party shall promptly notify the Disclosing Party if the Receiving Party discovers any improper use or disclosure of Confidential Information and shall immediately initiate all reasonable efforts to investigate and remedy the cause of the improper use or disclosure.

3. Paragraph (2) of this Article does not prohibit the disclosure or use by a Party, of Confidential Information, if and to the extent:

   1. disclosure of Confidential Information is required under Prevailing Regulations or any Government Institution;

   2. disclosure of Confidential Information is required in the context of court proceedings arising from a cooperative relationship (or any agreement entered into under this Terms and Conditions) or disclosure is made to a Government Institution in connection with the Tax affairs of the Disclosing Party;

   3. the information has been independently or is being developed by the Receiving Party without violating this Terms and Conditions;

   4. information is publicly available or becomes publicly available (other than due to a breach of this Terms and Conditions); or

   5. The other Party has given prior written consent to the disclosure of Confidential Information;

provided that prior to the disclosure of any information under paragraphs 3 (a) and (b) of this Article (or after where this is not previously possible), such Party shall, to the extent permitted by law, promptly notify the other Party of the need for disclosure of such information.

4. Each Party is allowed to disclose Confidential Information to its officers, employees, affiliated companies, and/or other third parties appointed by it (collectively referred to as “Representative”) as necessary to know the Confidential Information for the same purpose as Confidential Information received by it. The Receiving Party agrees to take all necessary precautions to maintain the confidentiality of the Confidential Information in relation to this Terms and Conditions, including the execution of this Terms and Conditions, and therefore shall provide all necessary safeguards against any unauthorized disclosure, imitation or use, and to request its Representative who receives Confidential Information to comply with the obligation to maintain the confidentiality of the Confidential Information in accordance with this Terms and Conditions.

5. The obligations as referred to in this Article remain binding on the Parties even though the cooperative relationship has ended.

1. All notifications and correspondence between the Parties in connection with this Terms and Conditions shall be in writing via registered mail, courier company, internal courier, fax, or email, and are addressed as follows:
   Media 

   PT Media Indonusa

   Graha Astel

   Jl. Pintu Air Raya No. 2A

   Jakarta Pusat 10710

   Notifications and correspondence regarding commercial aspects and continuation of cooperation:

   Telp.     : +62 21 38901800

   Email    : sales@faspay.co.id

   U.P.      : Sales

   Notifications and correspondence regarding operational and technical aspects of the implementation of PIAS Service and/or Transactions:

   Telp.     : +62 21 38901800

   Email    : customercare@faspay.co.id

   Merchant

    

   As informed by Merchant on the Faspay Registration Form.

2. Notifications and correspondence are deemed to have been received, if:

   1. Within 5 (five) Working Days after the letter is sent by registered post.

   2. Proof of receipt signed by representatives of the Parties, if the letter is sent through the shipping company or through the internal courier of each Party.

   3. Proof of sending, in case it is done via fax or email.

1. Force majeure is an event or condition that is beyond the control of either Party or the Parties (“Force Majeure”). The Force Majeure events include, but are not limited to the following:

   1. Floods, earthquakes, landslides, volcanic eruptions, tsunamis, large fires, lightning, disease outbreaks.

   2. Riots, wars, riots, mass strikes, demonstrations.

   3. Disconnection/disruption of electricity and/or communication network, malfunctioning of the system beyond the control of each Party.

   4. Government actions included but are not limited to the economic sector (monetary policy), changes to regulations, laws, and policies of Government Institution that hinder the execution of the fulfillment of rights and obligations by each Party under this Terms and Conditions.

2. Neither Party can be held responsible for the occurrence of such Force Majeure circumstances or events.

3. The Party experiencing a Force Majeure event shall notify the other Party in writing accompanied by appropriate evidence(s) no later than 3 x 24 hours from the time the Force Majeure event occurs. Failure to enforce this notice shall result in the Force Majeure event being disclaimed.

4. The provision of notification of the occurrence of Force Majeure as referred to in paragraph (3) of this Article, does not apply if the Force Majeure is general, regional, national, and/or international in nature, so that it is deemed to have been known by the Parties.

5. If Force Majeure has occurred with the evidence as referred to in this Article, the Parties agree to settle all rights and obligations that should be carried out by the Parties, through an amicable settlement.

6. If the Force Majeure occurs continuously for a period exceeding 60 (sixty) calendar days and the Party experiencing the Force Majeure event is unable to continue the execution of its rights and obligations under this Terms and Conditions, then either Party may terminate the cooperative relationship unilaterally. with due observance of the provisions for the termination of the cooperative relationship as stated in Article 6 of this Terms and Conditions.

1. The Parties agree that all kinds of disputes that may arise in a cooperative relationship or in its implementation, shall basically be resolved by amicable settlement to reach consensus.

2. If an agreement cannot be reached through amicable settlement within 60 (sixty) calender days, then both parties agree to submit the dispute to the Central Jakarta District Court.

1. Media always strives to provide the best service for Merchant in providing PIAS Service so that Media is entitled to make changes to this Terms and Conditions in order to adapt to business developments and prevailing legal provisions in Indonesia.

2. Changes to this Terms and Conditions from time to time shall be uploaded to Media website without prior notification to Merchant, therefore Media urges Merchant to read the changes to this Terms and Conditions carefully and check this page from time to time to be made aware of any changes made.

3. Changes related to Service Fee as referred to in Article 4 paragraph (3) of this Terms and Conditions are sufficient to be carried out with written notification from Media to Merchant within 1 (one) Working Day in advance, without the need to make an Amendment/Addendum to this Terms and Conditions and/or Faspay Registration Form.

4. For the avoidance of doubt, Merchant under no circumstances understands and agrees that the most current and prevailing version of this Terms and Conditions is the version uploaded on Media’s Therefore, Merchant agrees not to file any claims or lawsuits in any form in connection with the differences that exist with the other versions. By continuing to use PIAS Service, Merchant declares that it has read, understood and agreed to be bound by any changes to this Terms and Conditions.

1. Merchant must comply with the terms, conditions, procedures, and procedures contained in the Operational Terms which can be accessed via the following link: https://faspay.co.id/en/ftnc-ops-business-billing/ (along with amendments published by Media from time to time) (“Operational Terms”).

2. Operational Terms is an integral part and inseparable part of this Terms and Conditions. If there is a conflict between the Operational Terms and the Articles in this Terms and Conditions, then the prevailing and binding articles are the Articles in this Terms and Conditions.

3. If there is a difference in the mention of the number, size, etc. between the mention by numbers and the mention by letters, then the mention by letters is declared binding to be implemented.

1. The Parties shall respect and safeguard the Intellectual Property Rights of each Party, including, but not limited to, copyrights, patents, trademarks, service marks, trade secrets, industrial designs, logos, and other similar rights in accordance with the prevailing legal provisions whether registered or unregistered (“IPR”).

2. Each Party hereby undertakes not to use the other Party's IPR for purposes other than those stipulated in this Terms and Conditions without the express and written consent of the other Party.

3. Nothing in this Agreement that grants, assigns or releases, or imply the granting, transfer, or release of the IPR owned by either Party to the other Party.

1. The Parties represent and warrant that each Party is a legal entity established legally based on the aplicable laws and regulations in the country where it is established and is capable according to law to own assets and to carry out legal actions and business activities, and has a license issued by a Government Institution authorized to regulate and supervise business activities carried out by each Party.

2. The Parties represent and warrant that the signing of the Faspay Registration Form by each Party and the execution of the rights and/or obligations of each Party based on this Terms and Conditions does not conflict with the Articles of Association of each Party and does not violate any legal or regulatory provisions or orders or decisions of any Government Institution or agreements/contracts that bind each Party. Each Party has taken all necessary actions and obtained all approvals and/or permits in accordance with the provisions of the Articles of Association of each Party and/or Prevailing Regulations, to sign and implement a cooperative relationship.

3. The Parties represent and warrant that their representatives who signed the Faspay Registration Form are valid, entitled and authorized, have the power to enter into, implement and enforce and have taken all necessary actions to ratify the procurement, implementation and enforcement by them of this Terms and Conditions and the transactions referred to are based on this Terms and Conditions, and therefore are legal to act under the law so that the cooperative relationship between the Parties based on the Faspay Registration Form is a legal and binding cooperative relationship between the Parties.

4. Merchant warrants that it agrees to comply with and cooperate with Media in order to comply with the Know Your Customer (KYC) policy adopted by Media in accordance with the Prevailing Regulations, including but not limited to collecting all documentation and information belonging to Merchant and/or User who required for compliance with KYC principles. Merchant warrants that every document provided to Media is an official document, valid, still valid and every information contained in the document is true, in accordance with the actual situation and is not a fabrication or deception or a lie and in accordance with the provisions or Prevailing

5. Merchant hereby warrants that in connection with the execution of the cooperative relationship, Merchant shall not carry out illegal business activities and transactions that violate or violate the laws and regulations including but not limited to gambling, drugs, pornography, firearms, sharp weapons, drugs, any crime; shall not carry out business activities and transactions that contain elements of political violations as well as conflicts on ethnicity, religion, race, and inter-group relations, radicalism, terrorists; and shall not carry out business activities and transactions related to suspicious transactions and/or indicated as fraud.

6. Merchant warrant that it agrees to follow the provisions stipulated by Payment Channel Provider and the Prevailing Regulations issued by the competent authorities (including but not limited to Bank Indonesia, the Financial Services Authority, PPATK, and other Government Institution) related to the execution of this Terms and

7. In the event that there are claims, lawsuits, and/or demands in connection with the provisions of this Article, Merchant is hereby fully responsible for resolving them and releasing Media from all such claims, suits, and/or demands.

1. One or more of the events mentioned below is an event of default (“Event of Default”) to this Terms and Conditions:

   1. One of the Parties violates a provision contained in this Terms and Conditions (the “Defaulting Party”) which materially affects the execution of this Terms and Conditions, and this has been notified in writing by the other Party that is harmed (the “Injured Party”) to the Defaulting Party but the Defaulting Party fails to recover the violation;

   2. If any of the representations and warranties given by either Party under this Terms and Conditions is untrue or inconsistent and may result in material loss to the other Party's ability to perform its obligations under this Terms and Conditions;

   3. Either Party carries on a business that is prohibited by law or regulators, or is on the National Black List;

2. If the Injured Party states that there has been an Event of Default caused by the Defaulting Party as referred to in paragraph (1) above, the Injured Party may terminate the cooperative relationship in accordance with the provisions of Article 6 of this Terms and Conditions.

3. To the extent permitted by Prevailing Regulations, the Defaulting Party is responsible and shall pay compensation for all actual material losses that arise or are directly suffered by the Injured Party where the calculation of the loss shall be carried out and agreed to by the Parties. The Defaulting Party releases the Injured Party from all claims/lawsuits from any third party in connection with Event of Default committed by the Defaulting Party which may arise at a later date, in which the Injured Party has succeeded in proving that it is the fault and/or negligence of the Defaulting Party. In such case, the Parties agree that the compensation that can be provided by the Defaulting Party is limited to a maximum amount of the Service Fee that has been paid or a maximum of ten million Rupiah.

1. Media always strives to keep PIAS Service in a safe, comfortable and functioning condition. However, Media cannot guarantee that PIAS Service will operate continuously or that access to the Faspay merchant dashboard can always be perfect.

2. Media cannot deny the possibility that the Faspay merchant dashboard at any time cannot be accessed, is under repair, or has problems that Media shall fix as soon as possible. The usage of PIAS Service and Faspay merchant dashboard by Merchant is at Merchant's own risk. PIAS service and the Faspay merchant dashboard are provided by Media to Merchant on an "as is" and "as available" condition.

3. Media refuses to guarantee that PIAS Service along with the Faspay merchant dashboard and features in it will operate without interruption or will be free from minor defects or errors that do not materially affect performance, or that all features contained in the Faspay merchant dashboard are designed to meet all requirements Merchant needs.

4. To the extent permitted by Prevailing Regulations, Media hereby is not responsible and Merchant agrees not to make claims to Media for any consequences, losses, and/or damages resulting from but not limited to:

   1. (i) loss of use; (ii) loss of profits; (iii) loss of income; (iv) loss of data; (iv) loss of expected profits, in each case directly or indirectly;

   2. indirect, immaterial, incidental, special or consequential damages, arising out of or in connection with the fault of Merchant, Payment Channel Provider, and/or other third parties, including but not limited to any losses resulting therefrom, whether if Media has been given know or not about the possibility of such loss;

   3. buying and selling activities of goods and/or services that underlie the occurrence of Transaction;

   4. Transaction is not carried out because if it is carried out it will violate a legal provision and Prevailing Regulations;

   5. there is an order from an authorized Government Institution or based on a provision of Prevailing Regulations, requiring Media to stop processing related Transactions or blocking PIAS Service;

   6. use of PIAS Service that are not in accordance with this Terms and Conditions or other derivative provisions.

5. Merchant acknowledges and agrees that in the event that Merchant suffers a loss in the use of the PIAS Service which has been proven to be caused by the fault or negligence of Media, then the liability of Media to Merchant or to third parties is limited to the amount of Service Fee that has been paid. The maximum amount that Media shall bear under any circumstances for real (material) losses that have been proven to be experienced, which is only limited to the lowest amount between the amount of Service Fee that have been paid (which is recorded according to Media system) or a maximum of ten million Rupiah.

6. Merchant hereby agrees that it shall indemnify Media and hold Media (including affiliates, directors, commissioners, shareholders, employees, and/or authorized representatives of Media) from any claims or demands, including reasonable legal fees, which carried out by a third party arising from a violation of this Terms and Conditions by Merchant, improper use of PIAS Service and/or Faspay merchant dashboard and/or due to a violation by Merchant of the prevailing laws and regulations or the rights of third parties.

1. Each Party may individually carry out publication, advertising, promotion, socialization, and education activities about PIAS Service through the promotion and information media of each Party at the expense of each Party.

2. Each Party can jointly carry out publication, advertising, promotion, socialization, and education activities regarding PIAS Service at a cost based on an agreement between Media and Merchant, which if necessary, the execution shall be regulated in a minutes of agreement which shall be finalized. become an integral and inseparable part of this Terms and Conditions and the Faspay Registration Form.

3. The execution of the promotion including but not limited to the content, material and method of execution shall be agreed in advance by Media and Merchant.

4. Merchant acknowledges that in the context of marketing and promotional activities, Media is entitled to place Merchant's name and logo on marketing and promotional media.

5. Media acknowledges that in the context of marketing and promotional activities, merchant is entitled to place Media's name and promotional logo on marketing media and in accordance with Media policies.

6. The period of use of each party's logo as stated in paragraphs (4) and (5) of this Article is as long as the execution of the cooperative relationship is carried out by the parties based on the Faspay Registration Form and this Terms and Conditions.

1. Merchant shall not transfer the rights and obligations in this Terms and Conditions either partially or wholly to other third parties without prior written consent from Media.

2. The entire articles in this Terms and Conditions (along with each document referred to in this Terms and Conditions) and their respective attachments constitute the entire agreement between the Parties in a cooperative relationship and entirely cancel, terminate and replace all negotiations, agreements and commitments in advance, whether official or unofficial, verbal or written, relating to the subject matter of this Terms and Conditions. No representations, warranties or other commitments may be implied from any information or representations made in connection with the transactions referred to in this Terms and Conditions unless expressly stated in this Terms and Conditions.

3. The Parties agree to carry out a cooperative relationship in good faith and full responsibility.

4. All rights and obligations of the Parties arising under this Terms and Conditions shall be subject to and interpreted in accordance with Prevailing Regulations in the Republic of Indonesia.

5. All terms and conditions in this Terms and Conditions shall apply and be binding on the signing Parties, their successors, and those who benefit from them.

6. The failure of the prosecution of one Party against the other in connection with the negligence and/or failure of the other Party to fulfill the terms and conditions in this Terms and Conditions cannot be interpreted as a waiver of the right to sue from the Injured the. The party who is negligent and/or fails, is still obliged to carry out improvements with or without a request from the Injured Party.

7. The Parties hereby agree that in the event of operational changes including the Operational Terms related to PIAS Service provided by Media, such changes are simply informed by Media to Merchant in writing (or via email), and are effective as of the date of the notification by Media to M

8. If at any time after the date of commencement of the cooperation relationship based on the Faspay Registration Form, each provision of this Terms and Conditions is declared by an authorized regulatory authority or court with competent jurisdiction to be invalid, void, illegal, becomes invalid, or unenforceable, then that provision or part of it shall be deemed deleted from this Terms and Conditions and the invalidity of such provision has no impact on and does not reduce the binding validity for the implementation of any other provisions of this Terms and Conditions, so that other terms and conditions shall remain in full force.

9. Each Party shall bear and pay its own costs and expenses incurred by it in connection with the negotiation, procurement and execution of the cooperative relationship.

10. This Terms and Conditions is an English version of Syarat dan Ketentuan Layanan Gerbang Pembayaran that can be accessed in the following link: https://faspay.co.id/id/ftnc-ops-business-billing/ ("Bahasa Indonesia Version"). In compliance with the Law of the Republic of Indonesia No. 24 of 2009 dated July 9, 2009 regarding Flag, Language, Coat of Arms and Anthem and its implementing regulations (the “Law No. 24“), the Parties agree that the Bahasa Indonesia Version of this Terms and Condition shall be treated as an integral and inseparable part of the English version. In the event of any ambiguity, inconsistency or difference of interpretation between the Bahasa Indonesia Version and the English version, the Bahasa Indonesia Version shall prevail and Merchant is encouraged to refer to the Bahasa Indonesia Version. Each Party further agrees that neither Party will in any manner or forum, or in any jurisdiction, challenge the validity of, or raise or file any objection to, this Terms and Conditions contemplated herein on the basis of non-compliance with Law No. 24.