Faspay Terms and Conditions
Related to Reseller Cooperation
In this Faspay Terms and Conditions Related to Reseller Cooperation (“Reseller Terms and Conditions”), the use of the word “MEDIA” refers to PT MEDIA INDONUSA which provides payment system services (payment gateway or Payment Initiation and/or Acquiring Services) and Remittance Services (“Faspay Services”) and has the trademark under the name of Faspay. The use of the word "RESELLER" in this Reseller Terms and Conditions refers to any party who becomes a RESELLER for MEDIA's Faspay Services based on the Reseller Model I or Reseller Model II cooperation scheme or Reseller Model PJP as set forth under the Cooperation Agreement between MEDIA and RESELLER ("Reseller Agreement").
The use of the word "MERCHANT AGGREGATOR" in this Reseller Terms and Conditions refers to RESELLER who uses the Reseller Model PJP cooperation scheme and has obtained a payment gateway, transfer and/or conversion permit from Bank Indonesia in carrying out its business activities as a payment service provider (PJP).
MEDIA and RESELLER or MERCHANT AGGREGATOR are collectively referred to as the “Parties” and each is referred to as a “Party”.
By signing the PKS Reseller, RESELLER or MERCHANT AGGREGATOR is deemed to have read, understood, comprehend and agreed to all the contents in this Reseller Terms and Conditions which is an integral and inseparable part of the Reseller Agreement.
MEDIA as the owner of Faspay Services hereby agrees to cooperate with RESELLER or MERCHANT AGGREGATOR and appoint RESELLER or MERCHANT AGGREGATOR to resell the Faspay Service provided by MEDIA to third parties who need them (“Merchant”), in accordance with the terms and conditions as stated in Reseller Agreement, and RESELLER or MERCHANT AGGREGATOR hereby agree to accept such.
The Parties agree that whenever RESELLER or MERCHANT AGGREGATOR wants to sell Faspay Services under this Reseller Terms and Conditions to a new Merchant, it shall be preceded by a notification letter from RESELLER or MERCHANT AGGREGATOR to MEDIA and the provision of Merchant legal documents as shall be informed by MEDIA.
B. RESELLER's Responsibility (for Reseller Model I and Reseller Model II)
In the event that RESELLER uses Reseller Model I or Reseller Model II cooperation scheme, RESELLER shall understand and agree that MEDIA shall apply the provisions as stated below:
RESELLER shall follow all procedures related to the application of Know Your Customer (KYC) or Know Your Business (KYB) principles set by MEDIA and submit to MEDIA at least scanned documents or copies of the following documents: (i) deed of establishment and its amendments; (ii) Decree of the Minister of Law and Human Rights of the Republic of Indonesia (SK Menkumham) on the establishment of the company, SK Menkumham on approval of changes to the company's articles of association and/or Letter of Acceptance of Notification on changes to company data (if any); (iii) a valid Business License and Business Identification Number (NIB) issued by OSS; (iv) the company's Taxpayer Identification Number (NPWP/Tax ID); (v) Identity cards of the current Board of Directors – Board of Commissioners member who are listed on the Company Deed and identity card of the beneficial owner(s); (v) Power of Attorney (if the signer of the Reseller Agreement is not the company's Board of Directors).
Merchant recommended by RESELLER shall use and sign the Faspay Services Usage Agreement between Merchant and MEDIA and follow the Know Your Customer (KYC) procedure implemented by MEDIA.
Merchant shall receive settlement funds transfer directly from MEDIA without the intermediary of RESELLER.
For RESELLER who uses the Reseller Model I cooperation scheme, MEDIA has full authority to determine the Faspay Service Fee to Merchant.
For RESELLER who use the Model II Reseller cooperation scheme, MEDIA has the authority to determine the minimum Service Fee and the maximum Service Fee for Faspay Services.
MEDIA is entitled to collect Transaction Fee for Faspay Services directly to Merchant without the intermediary of RESELLER.
Whenever there is an addition of a new Merchant, the Merchant recommended by RESELLER shall follow the Know Your Customer (“KYC”) or Know Your Business (“KYB”) procedures implemented by MEDIA. the RESELLER shall submit to MEDIA: (i) the legality documents of the Merchant as required by MEDIA for registration of Faspay Services including but not limited to company documents such as the deed of establishment of a legal entity and its amendments (including Decree of the Minister of Law and Human Rights), a valid business license and a Business Identification Number (NIB) issued by OSS, Location Permit/Domicile Decree, NPWP (Tax ID), photocopy/scanned identity card of Directors and Commissioners; (ii) signed Faspay Services Usage Agreement; (iii) Signed Minutes of Price Deal between RESELLER and MEDIA which contains the minimum price, selling price, and RESELLER Fee applied to Merchant. Based on the results of KYC or KYB, MEDIA is entitled to accept or reject Merchant to use Faspay Services.
C. Responsibilityof MERCHANT AGGREGATOR
In the event that the RESELLER uses the Reseller Model PJP cooperation scheme, it shall be considered as MERCHANT AGGREGATOR. MERCHANT AGGREGATOR shall understand and agree that MEDIA shall apply the conditions as stated below:
MERCHANT AGGREGATOR shall have a valid and active Payment Gateway, Funds Transfer, and/or its conversion license as Payment Services Provider from Bank Indonesia and submit a scan or copy of such license(s) to MEDIA.
MERCHANT AGGREGATOR shall implement Know Your Customer (KYC) or Know Your Business (KYB) principles in accordance with prevailing laws and/or regulations and submit to MEDIA at least scanned documents or copies of legality documents of the MERCHANT AGGREGATOR and Merchant as follows:
Deed of establishment and its amendments.
Decree of the Minister of Law and Human Rights of the Republic of Indonesia (SK Menkumham) on the establishment of a company, SK Menkumham on approval of changes to the company's articles of association and/or Letter of Acceptance of Notification on changes to company data (if any).
Business License that has been effective and Business Identification Number (NIB) issued by OSS.
Company's Taxpayer Identification Number (NPWP/Tax ID).
The identity cards of the current Board of Directors – Board of Commissioners members who are listed on the Company Deed and the identity card of the beneficial owner(s).
Power of Attorney (if the executor of the Reseller Agreement signing is not the company's Board of Directors).
Upon the submission of legal documents and/or personal data of Merchant by RESELLER to MEDIA as mentioned in letter (b) of this paragraph, RESELLER warrants that it has obtained the necessary approvals from Merchant to provide such data, information and/or documents to MEDIA, so that the use of such data, information, and/or documents by MEDIA shall not violate any prevailing laws and regulations.
MERCHANT AGGREGATOR shall process payments and transfer of funds (settlement) directly to Merchant, and Merchant shall receive the transfer of funds (settlement) directly from RESELLER.
MERCHANT AGGREGATOR shall process Refunds for payment transactions paid by credit / debit cards and credit / debit card installment payments and electronic money balances that have previously been processed successfully through MERCHANT AGREGATOR platform.
MERCHANT AGGREGATOR shall provide adequate facilities, infrastructure, devices, applications, and systems along with all other computer support systems or instruments, to access Faspay Services and which shall be used by Merchant to be able to use Faspay Services.
MERCHANT AGGREGATOR shall warrant that the facilities, infrastructure, devices, applications, and systems, as well as devices belonging to MERCHANT AGGREGATOR used to use Faspay Services, shall not harm or damage the system or operation of MEDIA's systems and devices.
MERCHANT AGGREGATOR shall conduct joint administrative investigations and shall cooperate with MEDIA to resolve differences in transactions or open post, but not limited to fraud. In the context of this Reseller Terms and Conditions, fraud may be included but is not limited to, fraud, deception, embezzlement or other forms that violate the prevailing laws and regulations.
MERCHANT AGGREGATORS shall warrant that they shall cooperate in good faith with MEDIA in the event of suspected fraud, money laundering, terrorism financing, or another misuse of the Faspay Service by Merchant and/or its Users (“Fraud”). In the event of a financial loss that is proven to be caused by the occurrence of Fraud in MERCHANT AGGREGATOR system, then this loss shall be borne by MERCHANT AGGREGATOR.
MERCHANT AGGREGATOR shall bear the burden, be responsible for, indemnify, defend, release, and hold harmless MEDIA together with its shareholders, directors, commissioners, heads, managers, employees and/or affiliated parties of MEDIA, from all claims, losses, damages, settlements, costs, expenses or other obligations (including but not limited to attorney fees and court fees), risks and other legal consequences arising from or in connection with a claim for (I) the issue of the purpose of using the Faspay Services occurs fraud or unlawful action, between MERCHANT AGGREGATOR with Merchant, (II) MERCHANT AGGREGATOR's obligations as stipulated in this Reseller Terms and Conditions, (III) unauthorized use, mistake, interruption, damage to MERCHANT AGGREGATOR system, (IV) mistake or delay in processing transfer of transaction funds that conducted by MERCHANT AGGREGATOR. MERCHANT AGGREGATOR shall be subject to sanctions based on the provisions of the prevailing laws and regulations and/or MEDIA's internal policies, including but not limited to the termination of Reseller Agreement by MEDIA.
D. Procedure for Payment of Fees to RESELLER (for Reseller Model I and Reseller Model II)
Payment of RESELLER Fee shall be paid by MEDIA to RESELLER after MEDIA receives payment from Merchant.
For the payment of the RESELLER Fee as referred to in paragraph (1) of this Article, made by transfer to the RESELLER's account, MEDIA shall send the Minutes of Consent of the Monthly Transaction to RESELLER no later than the date 15th of the following month. In the event that RESELLER has signed the Minutes of Consent of the Monthly Transaction, then RESELLER is deemed to have approved the monthly transaction amount data and cannot submit revisions or corrections to the Minutes of Consent of the Monthly Transactions.
Minutes of Consent of the Monthly Transaction approved with signature by RESELLER shall be used as RESELLER's reference in making invoice for MEDIA.
RESELLER shall charge RESELLER Fee to MEDIA at maximum of 15 (fifteen) calendar days since the Minutes of Consent of the Monthly Transaction is sent by MEDIA.
RESELLER shall submit their complete and correct account details to MEDIA on invoice.
Bank name : .......
Branch : ......
Account number : .......
Account name : .......
Payment of RESELLER Fee outside BCA, Mandiri, BRI, Permata, CIMB Niaga, BRI, Sinarmas and BNI banks shall be charged a transfer fee of Rp. 10,000, - which shall be deducted directly from the value of RESELLER Fee.
The transfer of the RESELLER Fee shall be carried out by MEDIA within a period of 14 (fourteen) days from the time the RESELLER submits the invoice documents to MEDIA consisting of:
Details of live merchants for the month in question;
Original Minutes of Consent of the Monthly Transaction;
Copy of Reseller Agreement (only for first time billing); and
Copy of NPWP (only for first time billing).
For payment of RESELLER Fee to RESELLER, MEDIA shall deduct the RESELLER's Income Tax (PPh) in connection with the execution of Reseller Agreement in accordance with the provisions of the prevailing laws and regulations.
The Parties hereby agree that the provisions referred to in paragraphs (1) and (2) of this Article are subject to the provisions of paragraph (5) above.
MEDIA shall pay the RESELLER Fee on the condition that Merchant continues to use the technical services of the RESELLER for websites that are integrated through MEDIA's Faspay system.
E. Procedure for Payment of Transaction Fee which is the right of MEDIA (for Reseller Model PJP/ MERCHANT AGGREGATOR)
In connection with the execution of Faspay Services carried out by MEDIA, MERCHANT AGGREGATOR shall be charged a fee for each transaction that occurs, where the amount of the fee per transaction shall be determined in the Reseller Agreement in accordance with the agreement with MEDIA (“Transaction Fee”).
Every month MERCHANT AGREGATOR shall pay a minimum Transaction Fee payment invoice to MEDIA of IDR 1,000,000 (one million rupiah).
In the event that the total Transaction Fee that shall be paid by MERCHANT AGGREGATOR in one month has not reached the minimum Transaction Fee of Rp. 1,000,000, - (one million Rupiah) as referred to in paragraph (2) of this Article, MERCHANT AGGREGATOR shall pay the shortage of Transaction Fee to MEDIA. The shortage of minimum Transaction Fee that shall be paid by MERCHANT AGREGATOR to MEDIA is done by giving MEDIA the right to make direct cuts to transaction funds that have not been transferred to MERCHANT AGREGATOR and are still in MEDIA's control. In the event that the transaction funds are insufficient, MERCHANT AGREGATOR shall make payments to MEDIA within 7 (seven) working days from the date the invoice is submitted by MEDIA to MERCHANT AGREGATOR.
Payment of Transaction Fee shall be made by MERCHANT AGGREGATOR to MEDIA every month, no later than 14 (fourteen) calendar days from the time MERCHANT AGGREGATOR receives invoices via email from MEDIA consisting of invoices and tax invoices.
MERCHANT AGGREGATOR agrees that the amount of the invoice for the total Transaction Fee of each month, shall be based on the recorded transaction data on MEDIA recorded for 1 (one) month multiplied by the cost per transaction, where the recorded transaction data shall be obtained based on transaction data sent by the Bank system or other payment channel providers.
MERCHANT AGGREGATOR hereby agrees that in the event that the Bank or other payment channel providers make corrections to the transaction data sent by the Bank's system, then the Parties shall make adjustments to the excess or underpayment at the following The adjustment as referred to in this paragraph shall not delay MERCHANT AGGREGATOR's obligation to keep making payments to MEDIA for the invoices submitted by MEDIA to MERCHANT AGGREGATOR.
The payment as referred in the above paragraph shall be made by MERCHANT AGGREGATOR to MEDIA by transfer in full amount to MEDIA account stated on the billing invoice.
If the payment as referred to above paragraph has been due, and MERCHANT AGGREGATOR does not complete the payment, then MEDIA is entitled to terminate the communication and payment system network or entitled to not carry out its obligations as referred to in the Reseller Agreement (without notification), until such payment is made in full amount.
F. Prohibition for Transfer of RESELLER Responsibilities
RESELLER is prohibited from transferring, and/or novating one or all of their rights and/or obligations under Reseller Agreement to any other parties outside the Reseller Agreement, or causing any or all of their obligations under the Reseller Agreement to be borne or taken over by other parties outside the Reseller Agreement, without prior written approval from MEDIA.
This Reseller Terms and Conditions is an English version of Syarat dan Ketentuan Terkait Kerja Sama Reseller that can be accessed in the following link: https://faspay.co.id/id/term-condition-reseller/ ("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 Reseller 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 RESELLER is encouraged to refer to the Bahasa Indonesia Version. Each Party further agrees that neither Party shall in any manner or forum, or in any jurisdiction, challenge the validity of, or raise or file any objection to, this Reseller Terms and Conditions contemplated herein on the basis of non-compliance with Law No. 24.