These Terms and Conditions for Payment Gateway Services (Faspay Business) (the “Terms and Conditions”) govern the use of payment system services in the form of payment gateway services or Payment Initiation and/or Acquiring Services (PIAS), including but not limited to the Faspay Business services, provided by PT Media Indonusa.

In these Terms and Conditions, the term “Media” refers to PT Media Indonusa, while the term “Merchant” in these Terms and Conditions refers to any party that uses the Payment Gateway Services (Faspay Business) of Media and has a legal relationship with Media based on the Faspay Service Usage Agreement (the “Faspay Registration Form”).

Media and the Merchant are collectively referred to as the “Parties” and each individually as a “Party”.

By signing the Faspay Registration Form, the Merchant shall be deemed to have read, understood, comprehended and agreed to all of the contents of these Terms and Conditions as set out below (including any amendments thereto that may be made by Media from time to time), which constitute a single whole and an integral part of the Faspay Registration Form.

Article 1 – Definition

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

“Application Programming Interface” or hereinafter referred to as “API” means a set of protocols and instructions, including the technical documents thereof relating to source code and executable applications, and other materials owned by Media.
“Service Fee” has the meaning set out in Article 5 paragraph (1) of these Terms and Conditions.
“Reactivation Fee” means the fee charged to the Merchant if the Merchant elects to reactivate the PIAS Services provided by Media based on the agreement of the Parties.
“Credential” means a set of electronic information in the form of a unique identification code that may be used by the Merchant to access the PIAS Services system.
“Personal Data” means any data that identifies, or can be used to identify, contact, or trace, an individual, alone or in combination with other information, directly or indirectly.
“Technical Documents” means the documents that constitute a single whole and an integral part of these Terms and Conditions, which govern the technical specifications and parameters relating to the implementation of these Terms and Conditions and which are accessible via the following link: https://docs.faspay.co.id (together with any amendments thereto issued by Media from time to time).
“Faspay” means the trademark name of the facilities and services owned and developed by Media in connection with its business activities, together with all changes thereto from time to time.
“Force Majeure” has the meaning set out in Article 15 paragraph (1) of these Terms and Conditions.
“Fraud” means a Security Incident in the form of deceit or fraudulent conduct that results in loss to a Party and/or a User, caused by conduct categorized as Misuse.
“Business Day” means any day other than Saturday, Sunday, and national public holidays as determined by the government of the Republic of Indonesia.
“IPR” has the meaning set out in Article 19 paragraph (1) of these Terms and Conditions.
“Confidential Information” has the meaning set out in Article 10 paragraph (1) of these Terms and Conditions.
“Security Incident” means an undesirable event or occurrence that has the probability of affecting, disrupting, harming or threatening the security or the continuity of the cooperation of the Parties and/or Users.
“Government Authority” means any government agency, whether at the central, regional, provincial, city, sub-district (kecamatan) or village (kelurahan) level, or any quasi-governmental body, including any ministry, department, commission, bureau, administrative, judicial or other agency, or regulatory body or other instrumentality existing in Indonesia.
“Data Breach” means a Security Incident that results in damage, loss, alteration, disclosure, and unauthorized access to data and information falling within the definition of Confidential Information.
“System Failure” means a Security Incident that results in damage, disruption, or adverse impact on the system of a Party, and/or on the integration and communication established through the connection between the Media system and the Merchant system.
“Operational Provisions” has the meaning set out in Article 18 paragraph (1) of these Terms and Conditions.
“CDD” or “Customer Due Diligence” means the examination and due diligence activities that must be conducted by Media as a principle of implementing Anti-Money Laundering and Prevention of Terrorism Financing (APU-PPT) in accordance with the Applicable Regulations, to ensure that relevant information is obtained regarding the background, identity, legal documents, business activities and other matters that need to be known in relation to the Merchant, including but not limited to conducting identification and verification for the purposes of know your customer (KYC) and know your business (KYB), and understanding the intent and purpose of the cooperation prior to providing the PIAS Services.
“PIAS Services” means payment services in the form of payment gateway services or Payment Initiation and/or Acquiring Services (PIAS), including but not limited to the Faspay Business services, the provision of which utilizes the Payment Open API that satisfies the SNAP criteria and is required by the Merchant in order to connect the Merchant with the Payment Channel Providers for the forwarding of electronic payment Transactions, so that the Merchant can receive Transactions made by Users.
“Settlement Report” means a report containing data on the transfer of Transaction funds that must be delivered by Media to the Merchant.
“Successful Transaction Report” means a report containing a recapitulation of successful Transaction data that must be delivered by Media to the Merchant.
“Aggregator Method” means the method of reconciliation, transfer of funds, and settlement of Transactions between the Payment Channel Provider and the Merchant using Media as an intermediary. The Payment Channel Providers that use the Aggregator Method are as specified in the Operational Provisions.
“Non-Aggregator (Direct) Method” means the method of reconciliation, transfer of funds and settlement of Transactions carried out directly between the Payment Channel Provider and the Merchant. The Payment Channel Providers that use the Non-Aggregator (Direct) Method are as specified in the Operational Provisions.
“Transaction Amount” means the value of the transaction initiated by the User in the Merchant’s application for the purposes of the Transaction.
“Payment Open API” means an API that is openly used for integration between the Media system and the Merchant system, the connectivity access to which is granted based on these Terms and Conditions for the purpose of carrying out Transaction processing.
“Tax” means any tax, levy, or contribution, whether currently existing or arising in the future, of whatever nature, imposed in connection with income, corporate, gross receipts or revenue, services, licenses, finance, withholding, payroll, employment, severance, profit, gains, shares, capital or duties, franchise, property, wealth, environment, stamp, excise, occupation, sales, use, transfer, value added, minimum, estimated, or other social tax or contribution of whatever nature (including fees, statutory assessments, or other charges or burdens in the nature of or in lieu of tax) imposed by a Government Authority, and any interest and penalties related to the foregoing.
“Reactivation” means the reactivation of the Merchant’s access to the PIAS Services and the processing of Transactions by Media, including the re-granting of the license over the Payment Open API in accordance with the provisions of these Terms and Conditions.
“Temporary Suspension” means the temporary suspension by Media of the Merchant’s access to the PIAS Services and the processing of Transactions, including the temporary suspension or revocation of the Merchant’s use of the Payment Open API.
“Permanent Termination” means the permanent discontinuation by Media of the provision of the PIAS Services to the Merchant, which results in the termination of the cooperation between the Parties.
“User” means any party that makes payment through the PIAS Services on the Merchant’s platform for the purchase of goods and/or services.
“Misuse” means the carrying out or receipt of Transactions, any action relating to the Payment Open API, or any action that: (a) violates the Applicable Regulations, including fraud, embezzlement, money laundering, and/or terrorism financing; (b) violates the terms and conditions in these Terms and Conditions; (c) is carried out in bad faith to obtain personal gain, such as, among others, the conduct of fictitious/fake Transactions; and/or (d) causes, or potentially causes, material or immaterial loss to Media and/or Users, because it is carried out in bad faith for purposes such as, among others, deceiving the Transaction processing system owned by Media.
“Payment Channel Provider” means a payment system business entity that can provide various payment method/channel options, has cooperated with Media, and has been selected by the Merchant as the acquirer for the purposes of carrying out Transactions. Payment Channel Providers include but are not limited to banks, e-wallet providers, e-money issuers, retail payment points, and/or other payment service providers. The list of Payment Channel Providers selected by the Merchant is as stated in the Faspay Registration Form.
“Applicable Regulations” means any legislation, laws, codes of law, statutes, regulations, rules, ordinances, orders, decrees, operative parts of judgments, court stipulations, judgments, decisions, and governance guidelines issued or made by any Government Authority.
“Representative” has the meaning set out in Article 10 paragraph (4) of these Terms and Conditions.
“Receiving Party” means the party that receives Confidential Information from the Disclosing Party.
“Disclosing Party” means the party that discloses Confidential Information to the Receiving Party.
“National Standard for Payment Open API” or “SNAP” means the national standard for Payment Open API established by Bank Indonesia.
“Transaction” means any process of payment transaction for goods and/or services made by a User to the Merchant utilizing the payment method/channel options provided by the Payment Channel Provider, which will be further processed using the PIAS Services.
“Suspicious Transaction” means a suspicious financial transaction as referred to in the Applicable Regulations governing the prevention and eradication of the criminal act of money laundering and the Applicable Regulations governing the prevention and eradication of the criminal act of terrorism financing.
“Default” has the meaning set out in Article 21 paragraph (1) of these Terms and Conditions.

Article 2 – Scope of Cooperation

The Merchant hereby agrees to appoint Media as the provider of the PIAS Services, and Media hereby agrees to carry out the provision of the PIAS Services.
The Transaction flow scheme in the provision of the PIAS Services for each Payment Channel Provider as referred to in these Terms and Conditions shall be stated separately in the Operational Provisions, which form part of and constitute a single, inseparable whole with these Terms and Conditions.
The Parties agree that, in carrying out the cooperation under these Terms and Conditions, the provision of the PIAS Services by Media to the Merchant shall be carried out by utilizing the Payment Open API that satisfies the SNAP criteria. Accordingly, the Parties are obliged to submit to and comply with the Applicable Regulations relating to SNAP.

Article 3 – Rights and Obligations of the Parties

The rights and obligations of Media, in addition to the rights and obligations already stated in other articles of these Terms and Conditions, are as follows:
1. Media shall have the right to receive the Service Fee in accordance with the provisions set out in these Terms and Conditions.
2. Media shall have the right to request copies of the Merchant’s documents and/or information, including but not limited to personal data of the management and/or supervisors, and the Merchant’s legal and licensing documents (the “Merchant Documents”), and to obtain the Merchant’s consent for the purposes of conducting CDD (Customer Due Diligence) and on-going due diligence (continuous monitoring by updating data and documents) at any time in accordance with the Applicable Regulations, and Media shall have the right to obtain the Merchant’s permission and consent to submit the Merchant Documents to the Payment Channel Providers for the purposes of examination, storage, and further processing by the Payment Channel Providers in the context of providing the PIAS Services under these Terms and Conditions, and for investigation purposes in the event of indications or occurrences of Security Incidents or Suspicious Transactions in the future. Media shall have the right to receive notification and updates of the Merchant’s legal data and documents if there are changes to such data and documents. In the event that the Merchant fails to provide notification of, or updates to, such data to Media, the company data and legal documents that the Merchant has submitted to Media shall be deemed to be the current data and documents.
3. Media shall have the right to obtain User identification and verification data from the Merchant where required. In connection with this obligation, Media shall have the right to receive assurance and certainty from the Merchant that it has obtained all necessary consents from the Users to provide such identification data, information and/or documents to Media, so that the use of such data, information, and/or documents by Media will not violate any laws and regulations.
4. Media shall have the right to request that the Merchant provide evidence of the User’s consent given to the Merchant in the context of Transaction processing.
5. Media shall have the right to delay or not process Transactions, cancel Transactions, restrict access and/or terminate the PIAS Services, whether temporarily or permanently, in the event that there is a Transaction identified as Fraud, suspicious, problematic, deemed to be contrary to or in violation of the law and the Applicable Regulations, blocked by a Government Authority, or under investigation by a Government Authority.
6. Media shall have the right to use and display the Merchant’s logo, trademark symbols, and company name for promotion and marketing purposes in any publication media or promotional materials to show that the Merchant uses the PIAS Services of Media.
7. Media shall have the right to obtain written information from the Merchant immediately in the event of a Security Incident, such as System Failure, failure of data protection resulting from a Data Breach, Fraud and Suspicious Transactions.
8. Media shall provide the PIAS Services to the Merchant so that they may be used by the Merchant to the best extent possible in accordance with the Operational Provisions applied by Media.
9. Media shall carry out the settlement of Transactions in accordance with the schedule and procedures determined for each Payment Channel Provider as set out in the Operational Provisions.
10. Media shall ensure that Media’s operational system functions properly so that the PIAS Services provided by Media can be carried out well, including but not limited to maintaining and performing maintenance on the facilities, infrastructure, devices, applications, and systems and equipment owned by Media that are used for the provision of the PIAS Services.
11. Media shall implement SNAP in the Payment Open API in accordance with the Applicable Regulations.
12. Upon request by a Government Authority, Media shall forward data and/or information relating to the PIAS Services submitted by the Merchant to the Government Authority in accordance with the procedures and mechanisms determined by the Government Authority.
13. Media shall handle and resolve complaints submitted by the Merchant in accordance with these Terms and Conditions and/or the complaint handling procedures that refer to Bank Indonesia provisions on consumer protection and other laws and regulations.
14. Media shall provide up-to-date data relating to the provision of the PIAS Services to the Merchant, including but not limited to the Successful Transaction Report and the Settlement Report, within the time limits specified in these Terms and Conditions.
15. Media shall provide technical and operational support to the Merchant, including but not limited to technical parameter and specification data to enable integration between the PIAS Services system owned by Media and the Merchant’s system, as well as assistance and solutions for transactions experiencing connectivity disruptions (network issues).
16. Media shall provide written information to the Merchant containing the details and the period of completion if there are any updates, development, and/or maintenance of the system that may affect the implementation of the PIAS Services, at least 2 (two) Business Days prior to the implementation of such system updates, development, and/or maintenance.
The rights and obligations of the Merchant, in addition to the rights and obligations already stated in other articles of these Terms and Conditions, are as follows:
1. The Merchant shall have the right to obtain the PIAS Services from Media in accordance with the provisions of these Terms and Conditions so that they may be used by the Merchant to the best extent possible.
2. The Merchant shall have the right to obtain technical and operational support from Media, including but not limited to technical parameter and specification data to enable integration between the PIAS Services system owned by Media and the Merchant’s system, as well as assistance and solutions for transactions experiencing connectivity disruptions (network issues).
3. The Merchant shall have the right to cancel Transactions in accordance with the approval and mechanisms determined by Media.
4. The Merchant shall have the right to obtain correct, accurate, and up-to-date data from Media regarding the PIAS Services, including but not limited to the Successful Transaction Report and the Settlement Report, within the time limits specified in these Terms and Conditions.
5. The Merchant shall implement SNAP in the PIAS Services administered by Media in accordance with the Applicable Regulations.
6. The Merchant shall inform Users that the Merchant can accept Transactions using the payment methods/channels, together with the terms and conditions of the Payment Channel Providers, that have been selected by the Merchant based on the Faspay Registration Form.
7. The Merchant shall provide payment transaction instructions to Media only through the Application Program Interface (API) or the Faspay Merchant dashboard provided by Media, the technical documents, specifications, and parameters of which can be accessed at the following link: https://docs.faspay.co.id/.
8. The Merchant shall warrant and ensure that Transactions will only be carried out on the Merchant’s platform that has been registered to use the PIAS Services in accordance with the specific type of payment method/channel of the Payment Channel Provider that has been selected by the Merchant based on the Faspay Registration Form.
9. The Merchant shall pay the Service Fee in accordance with the provisions set out in these Terms and Conditions.
10. The Merchant shall submit all copies of documents or information required by Media for the implementation of the cooperation relationship, including but not limited to personal data of the management and/or supervisors, and the Merchant’s legal and licensing documents, and obtain the Merchant’s consent for the purposes of fulfilling the CDD (Customer Due Diligence) principles and on-going due diligence (continuous monitoring by updating data and documents) at any time in accordance with the Applicable Regulations, and the Merchant permits and consents to Media submitting the Merchant Documents to the Payment Channel Providers for the purposes of examination, storage, and further processing by the Payment Channel Providers in the context of providing the PIAS Services under these Terms and Conditions, and for investigation purposes in the event of indications or occurrences of Security Incidents or Suspicious Transactions in the future. The Merchant shall provide notification of, and updates to, its legal data and documents to Media if there are changes to such data and documents. In the event that the Merchant fails to provide notification of, or updates to, such data and documents to Media, the company data and legal documents that the Merchant has submitted to Media shall be deemed to be the current data and documents.
11. The Merchant shall permit Media to use and display the Merchant’s logo, trademark symbols, and company name for promotion and marketing purposes in any publication media or promotional materials to show that the Merchant uses the PIAS Services of Media.
12. The Merchant shall be responsible for any erroneous Transaction payment instruction that it makes, and the Merchant may not claim compensation for the loss of funds resulting from an erroneous Transaction payment instruction.
13. The Merchant shall ensure that the Merchant’s use of the PIAS Services as referred to in these Terms and Conditions will not conflict with applicable legal provisions, and in the event of any Suspicious Transaction, or a Transaction that is problematic, deemed to be contrary to or in violation of the law and the Applicable Regulations, such as fraud, money laundering, terrorism financing, and/or other forms of misuse, the Merchant shall cooperate with Media, the relevant Government Authorities, and law enforcement officials (including but not limited to providing the necessary data, information, documents, and/or statements).
14. The Merchant shall carry out reconciliation within the time limits specified in these Terms and Conditions and submit the reconciliation results to Media.
15. The Merchant shall maintain and perform maintenance on the facilities, infrastructure, devices, applications, systems and/or equipment owned by the Merchant that are used to utilize the PIAS Services so as not to endanger or damage the systems or the operation of the systems and devices owned by Media.
16. The Merchant shall identify and verify Users when the Merchant intends to give Transaction payment instructions through Media, and the Merchant shall submit such identification and verification data to Media where required. In connection with this obligation, the Merchant shall warrant and ensure that it has obtained all necessary consents from such Users to provide such identification data, information and/or documents to Media, so that the use of such data, information, and/or documents by Media will not violate any laws and regulations.
17. The Merchant shall duly comply with and abide by the prevailing laws and regulations, including but not limited to laws and regulations on anti-money laundering and prevention of terrorism financing (APU-PPT), and shall not cooperate with fraudsters or perpetrators of fraud, whether merely suspected or proven;
18. The Merchant shall store User data in accordance with the Applicable Regulations and the principle of prudence.
19. The Merchant shall delete User data upon the User’s request, while continuing to observe the Applicable Regulations.
20. The Merchant shall use data provided by Media solely for the benefit of the Users.
21. The Merchant shall implement the technical and security standards, data standards, and technical specifications stipulated in the Applicable Regulations relating to SNAP.
22. The Merchant shall immediately notify Media in writing if there is a data breach.
23. The Merchant shall obtain the User’s consent before a Transaction is processed and forwarded to Media, and shall provide such User consent to Media.
24. The Merchant shall notify Media if there is any change in the User’s consent.
25. The Merchant shall release and hold harmless Media, together with its shareholders, commissioners, directors, all employees and/or affiliates, from legal claims or lawsuits as well as liability for any losses, claims for expenses, damages, liabilities, or costs arising from a breach of the Merchant’s obligations as referred to in paragraph (2) letters (p) and (q) of this Article and any violation of the provisions of the Applicable Regulations by the Merchant.
26. The Merchant shall deliver proof of Transaction to Users.
27. The Merchant shall provide a means to handle User complaints/grievances and shall resolve User complaints/grievances relating to the Merchant’s services to Users
28. The Merchant shall not transfer, re-provide, and/or resell the PIAS Services, together with the types of payment methods/channels used, without the prior written consent of Media.
The Parties agree that the limitation of Media’s liability in connection with the obligations as referred to in paragraph (1) of this Article is limited to the sole fault and/or negligence committed by Media. Media shall not be liable for any fault and/or negligence, or contribution to fault and/or negligence, committed by the Merchant, the Payment Channel Provider and/or other Third Parties.

Article 4 – Open Payment API

In order to carry out the scope of cooperation in accordance with the provisions of Article 2 of these Terms and Conditions, the Parties agree to use the Payment Open API in accordance with the provisions, standards, documents, specifications, and Applicable Regulations relating to SNAP issued by Bank Indonesia or other institutions authorized by Bank Indonesia.
Before the utilization of the Payment Open API may be carried out, the Merchant agrees to follow the following registration and onboarding (participation) procedures:
1. Satisfy the due diligence criteria (Customer Due Diligence) as stipulated and determined by Media.
2. Satisfy the requirements for the use of the Payment Open API as determined and stipulated by Media.
3. Satisfy and carry out functionality testing based on the testing scenarios determined by Media.
4. Satisfy and carry out other requirements and/or procedures as determined by Media (if any).
Media shall not be held liable in any form for the consequences arising from the utilization of the Payment Open API by the Merchant that is carried out not in accordance with, or in violation of, the Applicable Regulations, or the provisions, requirements and/or other procedures required by Media (if any).
If the registration and onboarding (participation) procedures as referred to in Article 4 paragraph (2) of these Terms and Conditions have been successfully carried out in accordance with the provisions stipulated and determined by Media, the Parties shall carry out inter-system integration through communication between the Payment Open API and the Merchant’s API for the provision of the PIAS Services.
In the event of a System Failure or if there are criteria that are not satisfied in the conduct of testing, the Merchant shall use its best efforts to promptly rectify or make adjustments so that the criteria are satisfied and testing may be resumed.
The Parties agree to sign a written official record (berita acara, “BA”) that forms a single whole with these Terms and Conditions upon the successful completion of the onboarding procedures, testing, and other related procedures (if any).
The Merchant shall integrate the API used into SNAP in accordance with the Applicable Regulations on SNAP issued by Bank Indonesia.
The implementation of the cooperation between the Parties requires connectivity between the Media system and the Merchant system so that both systems can communicate with each other for the implementation of the cooperation. Each Party shall be fully responsible for any consequences arising from damage, data or access breaches, and/or any errors or disruptions occurring in its respective system that affect the implementation of the cooperation, including those resulting in data manipulation and/or manipulation of data transmission authorization, and/or other anomalous events.
The Merchant, as the Party using the PIAS Services by utilizing the Payment Open API, shall be fully responsible:
1. for all data forwarding carried out in the context of receiving Transactions from the Merchant’s system, platform, and/or application to Media, so that it can be carried out accurately, securely and without disruption, in accordance with the purpose of forwarding such data;
2. to Media for the security and confidentiality of the Payment Open API used in the implementation of the cooperation;
3. to ensure that the Merchant’s system, platform, and/or application has the capacity, capability, security, and reliability to be used in the implementation of the cooperation as set out in these Terms and Conditions.
4. To maintain the confidentiality of information and the security of the system, and to store and maintain the confidentiality of the Payment Open API Credentials provided by Media to the Merchant, including but not limited to username and password, and security features (public key), against any act of Misuse;
5. The Merchant shall remain responsible for the confidentiality of information and the security of the system as referred to in paragraph 9 letter (d) of this Article, both while the Merchant is actively using the PIAS Services or is no longer actively using the PIAS Services and/or after the termination of the cooperation relationship between the Parties.
Restrictions on Use of the Payment Open API. Without the prior written consent of Media, the Merchant is prohibited from:
1. Using the Payment Open API provided by Media, or any part thereof, for purposes other than the purposes and scope of cooperation as referred to in these Terms and Conditions; and/or
2. Altering, modifying, replicating, sublicensing, and/or disclosing the Payment Open API provided by Media or any part thereof.
Changes, replacement, and updates of the Payment Open API:
1. Media shall have the right to make changes, replacements, and updates to the Payment Open API provided under these Terms and Conditions to the Merchant based on Media’s consideration and policy or in the event of changes to the Applicable Regulations relating to SNAP that require Media to make changes, replacements, and/or updates to its Payment Open API.
2. In the event of any change, replacement, and/or update for the reasons referred to in letter a above, Media shall notify the Merchant in advance and the Merchant shall make adjustments to its API, including making adjustments to its API in accordance with the requirements and provisions of the Applicable Regulations relating to SNAP.
If the cooperation of the Parties under these Terms and Conditions ends, then within a period of 30 (thirty) calendar days from the date of termination of the cooperation relationship, the Merchant shall cease use of the Payment Open API for any purpose and shall return the Payment Open API, and delete and destroy data, information, documents, or copies relating to the Payment Open API and its use that are stored by the Merchant or third parties cooperating with the Merchant.

Article 5 – Service Fee and Tax

In connection with the implementation of the PIAS Services, the Merchant shall be charged a fee for each successful Transaction, which fee includes the Transaction fee to Media and/or the Payment Channel Provider (the “Service Fee”). The amount of the Service Fee shall be as determined and agreed by the Parties in the Faspay Registration Form, while the procedure for deducting the Service Fee shall be carried out in accordance with the flow set out in the Operational Provisions.
The calculation of the Service Fee shall be based on the number and Transaction Amount stated in the Transaction data records held by Media, which data shall be obtained based on the Transaction data sent by the Payment Channel Provider’s system.
Media shall have the right to change the amount of the Service Fee as referred to in paragraph (1) of this Article, by providing written notice (or via email) to the Merchant 1 (one) Business Day in advance, which written notice constitutes a single whole and an integral part of these Terms and Conditions.

Except as expressly provided otherwise in these Terms and Conditions, the Parties hereby declare that each shall bear and pay the Taxes payable by such Party under the Applicable Regulations in the field of taxation in connection with the implementation of these Terms and Conditions.

Article 6 – Transaction Process, Fund Settlement Process, and Reconciliation

Receipt and Cancellation of Transaction Processing Instructions:
1. All instructions, information, requests, and/or data received from the Merchant’s system, including Transaction instructions or requests from the Merchant’s system, platform, and/or application, are received by Media as is. Accordingly, Media cannot be held liable for the accuracy and correctness of the content of such instructions, information, requests, and/or data.
2. The Merchant warrants that all instructions, information, requests, and/or data submitted to Media in the context of exercising rights and/or performing obligations under these Terms and Conditions are valid, accurate, and up to date, including Personal Data relating to Users.
3. The cancellation of Transaction instructions by the Merchant may only be carried out if:
  1. The Transaction status at Media has not been paid by the User; or
  2. The provisions of the Payment Channel Provider allow for the cancellation of the Transaction.
The process of fund transfer, settlement, and reconciliation of Transactions shall be carried out using the Aggregator Method or the Non-Aggregator (Direct) Method with the following provisions:
1. Aggregator Method
  1. Media shall inform the Merchant of the Successful Transaction Report on each Business Day following the date of Transaction execution (D+1) no later than 08.30 WIB (Western Indonesian Time). The reconciliation process for Transactions processed using the Aggregator Method may be carried out by the Merchant using the Successful Transaction Report.
  2. The Merchant shall carry out daily reconciliation of the Successful Transaction Report that has been communicated by Media and shall send its confirmation back to Media no later than 10.00 WIB on the same day the Merchant receives the Successful Transaction Report from Media. If the Merchant does not provide confirmation to Media within the specified time, the Merchant shall be deemed to agree with the Successful Transaction Report that has been communicated by Media. The provisions on the delivery of the Successful Transaction Report and confirmation of the reconciliation results are governed and implemented in accordance with the flow set out in the Operational Provisions.
  3. Based on the Successful Transaction Report that has been communicated by Media, Media shall subsequently inform the Merchant of the Settlement Report on each Business Day no later than 15.00 WIB. The provisions on the implementation of fund transfer and settlement of Transactions are governed and implemented in accordance with the flow set out in the Operational Provisions.
  4. In the event of any mismatch of Transaction data between the Settlement Report communicated by Media and the Merchant’s transaction report, the Merchant may submit a claim to Media regarding such mismatch or dispute of Transaction data no later than 3 (three) Business Days from the date the Settlement Report is sent by Media. If Media does not receive a claim from the Merchant within such 3 (three) Business Days, the Merchant shall be deemed to agree with the Settlement Report that has been communicated by Media.
  5. The submission of a claim/complaint regarding a Transaction dispute to Media as referred to in Roman numeral (iv) of this paragraph shall be made by the Merchant through Media’s customer care email as stated in Article 13 paragraph (3) of these Terms and Conditions.
2. Non-Aggregator (Direct) Method
  1. The process of fund transfer, settlement of Transactions, and reconciliation for PIAS Services using the Non-Aggregator (Direct) Method is governed and implemented in accordance with the flow set out in the Operational Provisions.
As an effort to resolve any mismatch or dispute of transaction data, the Parties shall conduct an investigation from the date of submission of the claim/complaint by the Merchant. If the investigation involves a Payment Channel Provider, the investigation period shall follow the period of the respective Payment Channel Provider.

Article 7 – Security Incidents and Suspicious Transactions

Monitoring: Media shall have the right to regulate periodic monitoring that must be carried out by the Parties on all activities of utilization of the Payment Open API. Monitoring is necessary to ensure that the cooperation relationship between Media and the Merchant runs in accordance with the applicable provisions, agreements, and procedures, including identifying and anticipating the occurrence of Security Incidents and Suspicious Transactions.
Reporting by the Parties: In the event of an indication or occurrence of a Security Incident or Suspicious Transaction, the Party that discovers such indication or occurrence shall report the relevant Security Incident or Suspicious Transaction to the other Party, and the Parties shall coordinate with one another to handle and follow up on such indication or occurrence immediately after the indication or occurrence becomes known.
Investigation: In the event of an indication or occurrence of a Security Incident or Suspicious Transaction, the Parties agree to coordinate and cooperate to conduct an investigation. The investigation shall be conducted by the Parties by, at a minimum:
1. identifying the parties involved or playing a role in the indication or occurrence;
2. requesting statements from the incident reporter to obtain details or the chronology of the Data Breach incident, if the indication or occurrence constitutes a Data Breach;
3. collecting and identifying data related to the indication or occurrence, including collecting the facts that occurred;
4. conducting an assessment of the impact of the occurrence;
5. determining the severity of the occurrence;
6. determining the source and cause of the occurrence based on its severity.
7. Investigation Period:
  1. Fraud/Misuse or Suspicious Transaction: 30 (thirty) calendar days from the date either Party discovers the indication.
  2. Data Breach or System Failure: 14 (fourteen) calendar days from the date either Party discovers the indication.
  3. Media shall have the right to extend the investigation period as referred to in points (i) and (ii) above, if necessary.
Enforcement or Handling: In connection with the implementation of Enforcement or Handling of Security Incidents and/or Suspicious Transactions, the Parties agree to implement the provisions set out in the Operational Provisions.
Responsibility: In the event that a Security Incident and/or Suspicious Transaction occurs due to negligence, fault, or omission, whether intentional or unintentional, on the part of one Party, such Party shall be responsible for all consequences arising from such Security Incident and/or Suspicious Transaction.

Article 8 – Temporary Suspension and Reactivation of Service Due to Fraud Indications

Media shall have the right to carry out a Temporary Suspension of the provision of the PIAS facilities without any obligation to pay compensation in any form, in the event that:
1. The Merchant fails to perform its payment obligation for the Reactivation Fee;
2. The Merchant is indicated to have misused the PIAS Services and/or violated these Terms and Conditions;
3. The Merchant has been subject to administrative sanctions by the Financial Services Authority (Otoritas Jasa Keuangan), Bank Indonesia and/or other Government Authorities such that it is expected to affect its ability to perform its obligations under these Terms and Conditions;
4. There is a request from an authorized Government Authority;
5. There is an indication or occurrence of an event that threatens the security of Media’s data and/or systems;
6. There is an indication or occurrence of Fraud/Misuse or Suspicious Transaction; and/or
7. There is maintenance, repair, development, or change to the PIAS Services provided by Media that requires a Temporary Suspension to be carried out.
During a Temporary Suspension, Media shall have the right to:
1. close the Merchant’s access to the PIAS Services; and
2. not carry out Transaction processing.
The implementation of a Temporary Suspension shall not halt the investigation process carried out by Media into indications or occurrences that threaten the security of Media’s data and/or systems and/or transactions indicated as Suspicious Transactions that caused the Temporary Suspension.
If the cause of the Temporary Suspension has been successfully addressed and resolved, Media may end the Temporary Suspension based on Media’s consideration and policy.
The Merchant may reactivate the PIAS Services following a Temporary Suspension imposed for the reason in paragraph (1) letter (a) of this Article, with the following procedure:
1. The Merchant sends a Reactivation request to Media;
2. The Merchant shall fill in and complete all requirements and provisions in the Reactivation form and send the form back to Media;
3. The Merchant shall pay the Reactivation Fee;
4. Media shall have the right to conduct repeated CDD and on-going due diligence (continuous monitoring by updating data and documents) on the Merchant that submits the Reactivation request form as provided in Article 3 paragraph (1) letter (b), the results of such CDD being the basis for Media to approve or reject the Reactivation request, under the following conditions:
  1. If Media rejects the Merchant’s Reactivation request, Media shall have the right to convert the Temporary Suspension into a Permanent Termination.
  2. If Media approves the Merchant’s Reactivation request form, the Merchant shall send proof of payment of the Reactivation Fee;
5. After the Merchant has made payment by sending proof of payment of the Reactivation Fee, Media shall promptly carry out the Reactivation.
After a Temporary Suspension imposed for the reasons stated in paragraph (1) letters (b) – (e) of this Article has ended, Media shall reactivate and restore the Merchant’s access to the PIAS Services, provided that the Merchant shall send a request via email for Reactivation of the PIAS Services.
Media may convert the Temporary Suspension into a Permanent Termination of the cooperation of the Parties relating to the provision of the PIAS Services, in the event that one (or more) of the following conditions occurs:
1. The cause of the Temporary Suspension originates from the negligence or fault of the Merchant, and the Merchant is unable to resolve the cause of the Temporary Suspension within the period determined by Media;
2. The impact arising from the cause of the Temporary Suspension cannot be remedied or has a significant impact on the implementation of the cooperation, so that, in Media’s consideration, the cooperation of the Parties should be terminated;
3. The Merchant violates the provisions of the Applicable Regulations;
4. The Merchant is proven to have violated the provisions of the Payment Channel Provider or has been blocked by the Payment Channel Provider;
5. The Merchant has been subject to sanctions in the form of revocation of license by the Financial Services Authority (Otoritas Jasa Keuangan), Bank Indonesia and/or other Government Authorities such that it is expected to affect its ability to perform its obligations under these Terms and Conditions;
6. There is a request from an authorized Government Authority and/or Payment Channel Provider to terminate the cooperation relationship with the Merchant.

Article 9 – Term and Termination of Cooperative Relations

These Terms and Conditions shall become effective as of the date of signing by the Parties and may be terminated by either Party by giving written notice to the other Party of such termination no later than 30 (thirty) calendar days before the desired effective date of termination of the cooperation relationship, accompanied by the reasons for such termination.
The obligation to provide written notice as referred to in paragraph (1) of this Article shall be excluded in the event that:
1. Media converts the Temporary Suspension into a Permanent Termination due to the occurrence of the conditions referred to in Article 8 paragraph (7) of these Terms and Conditions.
2. There is an indication that the Merchant is carrying out business activities that are contrary to or in violation of the law or carrying out business activities included in the Negative List of Prohibited Merchant Businesses as set out in the Operational Provisions;
3. an error, violation, and/or negligence occurs on the part of one Party in performing any of its obligations under these Terms and Conditions, and after at least 1 (one) written warning/notice has been given, the Party at fault, in violation and/or negligent is still unable to remedy its error, violation and/or negligence within 30 (thirty) calendar days;
4. the business license of one Party is revoked or suspended by Bank Indonesia and/or other competent Government Authorities, whether in part or in whole;
5. one Party is liquidated or liquidating (other than due to a merger or consolidation);
6. one Party is declared bankrupt based on a court decision that has obtained permanent legal force;
7. based on the consideration of one Party that the other Party has committed a violation of the Applicable Regulations, among others, the criminal act of money laundering, financing of terrorist activities, or corruption, which violation may affect the implementation of the cooperation relationship, cause loss to the other Party, and/or misuse data and/or the PIAS Services; and/or
8. there is a decision of a competent court or an order of a Government Authority or Applicable Regulations that requires one Party to terminate the cooperation relationship.
Therefore, the termination of the cooperation relationship may be carried out directly and immediately by either Party.
The termination of the cooperation relationship caused by this Article shall not extinguish the rights and obligations of each Party that arose before the termination of the cooperation relationship occurred.
The Parties hereby agree to settle the calculation of any overpayment or underpayment between the Parties no later than 1 (one) week after the effective date of termination of the cooperation relationship.
The Parties hereby agree to waive the application of the provisions of Articles 1266 and 1267 of the Indonesian Civil Code (KUHPerdata) in connection with the termination of the cooperation relationship as referred to in this Article.

Article 10 – Confidentiality

The following constitute confidential information, including but not limited to (hereinafter referred to as “Confidential Information”):
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 condition and information, operations, personnel details, technology and/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 these Terms and Conditions;
2. any information or data relating to concepts and ideas, technology, formulas or enhancements, adjustments or parameterization that have commercial value and are not publicly available, including but not limited to all secrets and proprietary rights in concepts, documentation, reports, data specifications, hardware and software inventories, hardware, software configurations, network topology, system diagrams, database schemas, IP addresses, source code, object code, flowcharts, databases, and inventions, whether patentable or protected by copyright or not, belonging to the Disclosing Party or which may have been obtained by the Disclosing Party from third parties;
3. other information shared with the Receiving Party in respect of which the Disclosing Party has a business, proprietary 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 is considered confidential by the Disclosing Party and which may fairly be regarded as confidential and which may be received, accessed or obtained by the Receiving Party during the period of the cooperation relationship.
The Receiving Party is prohibited from causing Representatives to use Confidential Information for any purpose except as necessary to implement, perform, or enforce these Terms and Conditions. The Receiving Party shall implement commercially reasonable administrative, technical, and physical safeguards designed to: (a) ensure the security and confidentiality of the Confidential Information; (b) protect against anticipated threats or hazards to the security of the Confidential Information; and (c) protect against unauthorized access to or use of the Confidential Information. Prior to disclosing Confidential Information to authorized recipients, the Receiving Party shall notify them of the confidential nature of the Confidential Information and require them to comply with the requirements of these 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 promptly commence all reasonable efforts to investigate and remedy the cause of such improper use or disclosure.
Paragraph (2) of this Article does not prohibit the disclosure or use by a Party of Confidential Information, if and to the extent that:
1. the disclosure of Confidential Information is required under the Applicable Regulations or by any Government Authority;
2. the disclosure of Confidential Information is required in the context of court legal proceedings arising from the cooperation relationship (or any agreement entered into under these Terms and Conditions) or the disclosure is made to a Government Authority in connection with the Tax affairs of the Disclosing Party;
3. such information has been or is being independently developed by the Receiving Party without violating these Terms and Conditions;
4. the information is publicly available or becomes publicly available (other than as a result of a breach of these Terms and Conditions); or
5. the other Party has given prior written consent to the disclosure of the Confidential Information;
provided that prior to the disclosure of any information under paragraph 3 letters (a) and (b) of this Article (or afterwards if prior notice is not possible), such Party shall, to the extent permitted by law, promptly notify the other Party of the need to disclose such information.
Each Party is permitted to disclose Confidential Information to its officers, employees, affiliated companies, and/or other third parties appointed by it (collectively referred to as “Representative”), as required for them to know the Confidential Information, for the same purpose as the Confidential Information received by it. The Receiving Party agrees to take all necessary precautions to maintain the confidentiality of the Confidential Information in connection with these Terms and Conditions, including the implementation of these Terms and Conditions, and accordingly shall provide all necessary protection against any unauthorized disclosure, copying or use, and shall require its Representatives who receive such Confidential Information to be bound by the obligation to maintain the confidentiality of the Confidential Information in accordance with these Terms and Conditions.
The obligations referred to in this Article shall remain binding on the Parties even after the cooperation relationship has ended.

Article 11 – Personal Data

The Parties shall maintain the confidentiality and security of Personal Data received from the implementation of these Terms and Conditions, including but not limited to Personal Data belonging to Users and/or the Merchant.
Any collection, storage, utilization, transmission, disclosure, and/or deletion and/or destruction of Personal Data by the Parties must first be consented to by the data subject of such Personal Data and carried out in accordance with the Applicable Regulations on personal data protection. The data subject who is the owner of the Personal Data also has the right to change or withdraw their consent, and to request the deletion and/or destruction of their Personal Data.
The Parties agree to at all times comply with the provisions of the Applicable Regulations on personal data protection, including the provisions set out in the SNAP governance guidelines issued by Bank Indonesia, among others regarding the existence of a function in each Party responsible for consumer data security, data protection mechanisms, particularly User Personal Data, and mechanisms for consent, withdrawal, and deletion of data, as relevant to the implementation of these Terms and Conditions.
The Merchant shall submit proof of the data subject’s consent as referred to in this Article to Media, if requested by Media, the Payment Channel Provider, and/or the competent Government Authority.
The collection, storage, utilization, transmission, disclosure, and/or deletion and/or destruction of Personal Data shall be carried out solely for the benefit of the relevant data subject.

Article 12 - Merchant Commitment to the Use of PIAS Services

Integration Process Commitment:
1. Before the PIAS Services integration process commences, the Merchant shall pay an integration commitment fee to Media in the amount of IDR 1,110,000 (one million one hundred ten thousand Rupiah) (the “Integration Commitment Fee”), as one form of the Merchant’s commitment to complete the integration process.
2. The communication channel to be used for the integration process shall be created after the Integration Commitment Fee has been received by Media. The integration process shall be officially deemed to commence on the date on which such communication channel is created.
3. If the Merchant completes the integration process within 30 (thirty) Business Days from the date on which such communication channel is created, the Integration Commitment Fee shall be refunded to the Merchant.
4. To obtain a refund of the Integration Commitment Fee, the Merchant shall submit a request for the refund of the Integration Commitment Fee by electronic mail (email) to Media’s business Person In Charge (“PIC”), attaching proof of go live (Production Setting) sent by Media to the Merchant by electronic mail (email).
5. Media shall refund the Integration Commitment Fee no later than 7 (seven) Business Days from the date on which the request as referred to in letter (d) is received in full by Media’s business PIC.
6. If the Merchant has not completed the integration process within the period referred to in letter (c) and/or cancels the integration process, the Integration Commitment Fee shall not be refunded to the Merchant.
Fee for Resumption of the Integration Process:
1. If the Merchant has still not completed the integration process within 30 (thirty) Business Days from the date on which the communication channel was created as referred to in paragraph (1) letter (b), Media may remove the Merchant Onboarding team (“MOB”) from the relevant communication channel.
2. If the Merchant intends to continue the integration process after the expiry of the period referred to in letter (a), the Merchant shall submit confirmation by electronic mail (email) to Media’s business PIC. For such resumption of the integration process, Media may charge an “Integration Continuation Fee” in the amount of IDR 1,110,000 (one million one hundred ten thousand Rupiah).
3. The Integration Continuation Fee as referred to in letter (b) shall be paid by the Merchant after the confirmation of the resumption of the integration process has been received by Media’s business PIC. Once Media’s business PIC has received confirmation of the Merchant’s payment of the Integration Continuation Fee, the integration process may be resumed and the Merchant shall be granted an additional integration period of 30 (thirty) Business Days.
4. If the Merchant has completed the integration process before the additional integration period as referred to in letter (c) takes effect, Media shall refund the Integration Continuation Fee to the Merchant.
5. However, if the Merchant has again not completed the integration process after the expiry of the additional period as referred to in letter (c) and intends to resume the integration process again, the Integration Continuation Fee shall be charged again for each subsequent resumption period.
The Merchant may make payment of the Integration Commitment Fee and the Integration Continuation Fee through:
Bank: BNI
Account Number: 7711707079
Account Holder: PT Media Indonusa

Article 13 – Handling and Resolution Complaints

The Parties agree to handle and resolve complaints, independently or jointly, for each complaint received.
Each Party shall provide the means to carry out complaint handling and resolution. Each complaint received by a Party shall go through the procedures applied by the Party that receives such complaint.
All complaints relating to Transactions shall be submitted in writing or orally by email or telephone, as follows:
Media
PT Media Indonusa
Tel. : +62 21 38901800
Email : customercare@faspay.co.id

Merchant
As informed by the Merchant in the Faspay Registration Form.
If a Party receives a complaint that is the responsibility of the other Party, the Party that receives such complaint shall promptly forward the complaint to the other Party that is responsible for such complaint.
The handling and resolution of correspondence relating to the operational and technical aspects of the implementation of the PIAS Services and/or Transactions shall be carried out within a maximum of 20 (twenty) Business Days and may be extended for a further 20 (twenty) Business Days, if there are certain conditions that require such extension in accordance with Bank Indonesia provisions on consumer protection and related laws and regulations.
The Parties shall comply with the Applicable Regulations on consumer protection as relevant to these Terms and Conditions.

Article 14 – Notifications and Correspondence

All notices and correspondence between the Parties in connection with these Terms and Conditions shall be made in writing by registered mail, courier company (expedition), internal courier, fax, or email, and addressed as follows:
Media
PT Media Indonusa
Graha Astel
Jl. Pintu Air Raya No. 2A
Jakarta Pusat 10710

Notices and correspondence relating to commercial aspects and the continuation of the cooperation:
Tel. : +62 21 38901800
Email : sales@faspay.co.id
Attn. : Sales

Notices and correspondence relating to the operational and technical aspects of the implementation of the PIAS Services and/or Transactions:
Tel. : +62 21 38901800
Email : customercare@faspay.co.id

Merchant
As informed by the Merchant in the Faspay Registration Form.
Notices and correspondence shall be deemed to have been received, if:
1. Within 5 (five) Business Days after the letter is sent by registered mail.
2. Proof of receipt signed by a representative of the Parties, if the letter is sent via a courier company or via the internal courier of each Party.
3. Proof of delivery, if sent via fax or email.

Article 15 – Force Majeure

Force majeure is an event or circumstance that is beyond the control of one Party or the Parties (“Force Majeure”). Force Majeure events include, but are not limited to, the following:
1. Floods, earthquakes, landslides, volcanic eruptions, tsunamis, major fires, lightning, outbreaks of disease.
2. Riots, war, civil unrest, mass strikes, demonstrations.
3. Disconnection/disruption of electricity, technology and/or telecommunications networks, malfunction of systems, whether in part or in whole, beyond the control of each Party.
4. Disruption of the banking system of the Payment Channel Provider that prevents the fund transfer process from being carried out in a timely manner.
5. Government actions, including but not limited to in the economic field (monetary policy), changes in regulations, laws, and policies of Government Authorities that prevent the performance of rights and obligations by each Party under these Terms and Conditions.
No Party can be held liable for the occurrence of such Force Majeure circumstance or event.
The Party experiencing a Force Majeure event must notify the other Party in writing, accompanied by proper evidence, no later than 3 x 24 hours from the time the Force Majeure event occurs. Failure to give such notice shall cause the Force Majeure event not to be recognized.
The provisions on the delivery of notice of the occurrence of Force Majeure as referred to in paragraph (3) of this Article do not apply if the Force Majeure is of a general, regional, national, and/or international nature, such that it is deemed to be known by the Parties.
If a Force Majeure has occurred with evidence as referred to in this Article, the Parties agree to settle all rights and obligations that should have been performed by the Parties through deliberation (musyawarah).
If such Force Majeure occurs continuously for a period exceeding 60 (sixty) calendar days and the Party experiencing the Force Majeure event is unable to continue performing its rights and obligations under these Terms and Conditions, either Party may terminate the cooperation relationship unilaterally, while still observing the provisions on the termination of the cooperation relationship as stated in Article 9 of these Terms and Conditions.

Article 16 – Dispute

The Parties agree that any kind of dispute that may arise in the cooperation relationship or in its implementation shall in principle be resolved through deliberation to reach consensus (musyawarah untuk mufakat).
If no agreement can be reached through deliberation within 60 (sixty) days, both Parties agree to submit the dispute to the Central Jakarta District Court.

Article 17 – Changes

Media always strives to provide the best service to the Merchant in the provision of the PIAS Services, and accordingly Media shall have the right to make changes to these Terms and Conditions in order to adapt to business developments and the legal provisions applicable in Indonesia.
Changes to these Terms and Conditions may change from time to time and shall be uploaded to Media’s website with prior notice to the Merchant; accordingly, Media urges the Merchant to read the changes to these Terms and Conditions carefully and to check this page from time to time in order to be aware of any changes made.
Changes relating to the Service Fee as referred to in Article 5 paragraph (3) of these Terms and Conditions may be made simply by written notice from Media to the Merchant 1 (one) Business Day in advance, without the need to prepare an Amendment/Addendum to these Terms and Conditions and/or the Faspay Registration Form.
The Parties hereby agree that in the event of any change to the Operational Provisions relating to the PIAS Services provided by Media, such change need only be communicated by Media to the Merchant in writing (or via email).
For the avoidance of doubt, under any circumstances the Merchant understands and agrees that the most current and applicable version of these Terms and Conditions is the version uploaded on Media’s website. Accordingly, the Merchant agrees not to file any claim or lawsuit in any form in connection with any differences with other versions. By continuing to use the PIAS Services, the Merchant declares that it has read, understood and agreed to be bound by any changes to these Terms and Conditions.

Article 18 – Operational Terms and Differences

The Merchant shall comply with the terms, conditions, procedures, and processes contained in the Operational Provisions, which can be accessed via the following link: https://faspay.co.id/id/ftnc-ops-business-billing/ (the “Operational Provisions”).
The Operational Provisions constitute a single whole and an integral part of these Terms and Conditions. If there is any conflict between the Operational Provisions and the Articles of these Terms and Conditions, the Articles of these Terms and Conditions shall prevail and be binding, except in respect of changes to the provisions as referred to in Article 17 paragraph (3) of these Terms and Conditions.
If there is any discrepancy in the stating of amounts, sizes, and so forth between the statement in numerals and the statement in words, the statement in words shall be binding for implementation.

Article 19 – Intellectual Property Rights

The Parties shall respect and safeguard each Party’s Intellectual Property Rights, including but not limited to copyrights, patents, trademarks, service marks, trade secrets, industrial designs, logos, and other similar rights in accordance with applicable legal provisions, whether registered or unregistered (“IPR”).
Each Party hereby undertakes not to use the other Party’s IPR for purposes other than those stipulated in these Terms and Conditions without the express written consent of the other Party.
Nothing in these Terms and Conditions shall be deemed to grant, transfer or release, or imply the grant, transfer or release of, the IPR owned by each Party to the other Party.

Article 20 – Representations and Warranties

The Parties represent and warrant that each Party is a business entity with legal entity status duly established under the laws and regulations applicable in the Republic of Indonesia and is legally competent to own assets and to perform legal acts and conduct its business activities in the territory of the Republic of Indonesia, and holds licenses issued by the competent Government Authorities that regulate and supervise the business activities carried out by each Party.
The Parties represent and warrant that the signing of the Faspay Registration Form by each Party and the performance of each Party’s rights and/or obligations under these Terms and Conditions do not conflict with the Articles of Association of each Party and do not violate any provision of law or regulation, or any order or decision of any Government Authority, that binds 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 the Applicable Regulations, to sign and perform the cooperation relationship.
The Parties represent and warrant that their representatives who sign the Faspay Registration Form are duly authorized, entitled and empowered to enter into, perform and enforce, and have taken all necessary actions to authorize the entry into, performance and enforcement by them of, these Terms and Conditions and the transactions contemplated under these Terms and Conditions, and accordingly are legally authorized to act under the law, such that the cooperation relationship between the Parties under the Faspay Registration Form constitutes a valid cooperation relationship binding on the Parties.
The Merchant warrants and agrees to comply and cooperate with Media in order to comply with the CDD policy adopted by Media in accordance with the Applicable Regulations, including but not limited to collecting all documentation and information of the Merchant and/or Users necessary for compliance with the principles of implementing Anti-Money Laundering and Prevention of Terrorism Financing (APU-PPT). The Merchant warrants that every document provided to Media is an official, valid, and still effective document and that all information stated in such documents is true, in accordance with actual conditions, and not the result of fabrication, deceit or falsehood, and is in accordance with the provisions or Applicable Regulations.
The Merchant hereby warrants that, in connection with the implementation of the cooperation relationship, the Merchant shall not conduct illegal (unlawful) business activities and transactions that violate or are contrary to laws and regulations, including but not limited to gambling, narcotics, pornography, firearms, bladed weapons, narcotics, any criminal act; shall not conduct business activities and transactions containing elements of political violations or SARA (ethnicity, religion, and race), radicalism, terrorism; and shall not conduct business activities and transactions related to suspicious transactions and/or indicated as fraud.
The Merchant warrants and agrees to follow the provisions stipulated by the Payment Channel Provider and the Applicable Regulations issued by the competent authorities (including but not limited to Bank Indonesia, the Financial Services Authority, PPATK (the Indonesian Financial Transaction Reports and Analysis Center), and other Government Authorities) relating to the implementation of these Terms and Conditions.
In the event of any claim, lawsuit, and/or demand in connection with the provisions in this Article, the Merchant hereby shall be fully responsible for resolving it and shall release Media from all such claims, lawsuits, and/or demands.

Article 21 – Event of Default, Limitation of Liability, and Idemnity

Any one or more of the events stated below constitutes a default (“Default”) under these Terms and Conditions:
1. One of the Parties violates a provision stated in these Terms and Conditions (the “Breaching Party”) which materially affects the implementation of the cooperation relationship, and this has been notified in writing by the other, aggrieved Party (the “Aggrieved Party”) to the Breaching Party, but the Breaching Party fails to remedy such violation;
2. If any of the representations and warranties given by one of the Parties under these Terms and Conditions is untrue or inaccurate and may result in material loss to the ability of the other Party to perform its obligations under these Terms and Conditions;
3. One of the Parties carries on a business prohibited by law or by a regulator, or is included in the National Blacklist (Daftar Hitam Nasional);
If the Aggrieved Party declares that a Default has occurred caused by the Breaching Party as referred to in paragraph (1) above, the Aggrieved Party may terminate the cooperation relationship in accordance with the provisions of Article 9 of these Terms and Conditions.
To the extent permitted by the Applicable Regulations, the Breaching Party shall be liable for and shall pay compensation for all actual losses of a material nature that arise at or are directly suffered by the Aggrieved Party, the calculation of which losses shall be carried out and agreed by the Parties. The Breaching Party shall indemnify and hold harmless the Aggrieved Party from all claims, demands, and/or lawsuits from any third party in connection with the Default committed by the Breaching Party that may arise in the future, which the Aggrieved Party succeeds in proving to be the fault and/or negligence of the Breaching Party. In such case, the Parties agree that the compensation that may be provided by the Breaching Party is limited to a maximum amount equal to the Service Fee that has been paid.
To the extent permitted by the Applicable Regulations, Media shall not be liable, and the Merchant agrees not to submit any claim against Media, for any consequences, losses, and/or damages arising as a result of, but not limited to:
1. (i) loss of use; (ii) loss of profit; (iii) loss of revenue; (iv) loss of data; (iv) loss of anticipated profit, in each case whether direct or indirect;
2. indirect loss, immaterial loss, incidental, special or consequential loss, arising from or in connection with the fault of the Merchant, the Payment Channel Provider, and/or other third parties, including but not limited to any loss resulting therefrom, whether or not Media has been advised of the possibility of such loss;
3. the buying and selling activities of goods and/or services underlying the Transaction;
4. the non-performance of a Transaction because, if performed, it would violate a provision of law and the Applicable Regulations;
5. an order from a competent Government Authority or based on a provision of the Applicable Regulations requiring Media to stop the processing of the relevant Transaction or to block the PIAS Services;
6. use of the PIAS Services that is not in accordance with these Terms and Conditions or other derivative provisions;
Media always endeavors to keep the PIAS Services in a safe, convenient, and well-functioning condition. However, Media cannot guarantee that the PIAS Services will operate continuously or that access to the Faspay Merchant dashboard will always be flawless.
Media cannot deny the possibility that the Faspay Merchant dashboard may at any time be inaccessible, under repair, or experience obstacles that Media will rectify as soon as possible. The Merchant’s use of the PIAS Services and the Faspay Merchant dashboard is at the Merchant’s own risk. The PIAS Services and the Faspay Merchant dashboard are provided by Media to the Merchant on an “as is” and “as available” basis.
Media declines to warrant that the PIAS Services together with the Faspay Merchant dashboard and the features therein 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 of the Merchant’s needs.
The Merchant acknowledges and agrees that in the event of any loss suffered by the Merchant in the use of the PIAS Services that has been proven to be caused by the fault or negligence of Media, Media’s liability to the Merchant or to third parties is limited to the amount of the Service Fee that has been paid. The maximum amount that Media will bear under any circumstances is for actual (material) losses that have been proven to have been suffered. In such case, the Parties agree that the compensation that may be provided by Media is limited to a maximum amount equal to the Service Fee that has been paid in connection with the Transaction dispute that has occurred.
The Merchant hereby agrees that it shall release Media from claims for compensation and shall indemnify Media (including its affiliates, directors, commissioners, shareholders, employees, and/or lawful representatives) from any claim or demand, including reasonable legal costs, brought by third parties arising from the Merchant’s breach of these Terms and Conditions, improper use of the PIAS Services and/or the Faspay Merchant dashboard, and/or the Merchant’s violation of applicable laws and regulations or third-party rights.

Article 22 – Publication, Socialization and Promotion

Each Party, whether individually or jointly, may carry out publication, advertising, promotion, dissemination, and education activities at a cost based on an agreement between Media and the Merchant, the content of materials and methods of implementation of which, if necessary, shall be set out in a separate Memorandum of Agreement (Berita Acara Kesepakatan) that shall constitute a single whole and an integral part of these Terms and Conditions and the Faspay Registration Form.
The Merchant agrees that, in the context of marketing and promotional activities, Media shall have the right to place the Merchant’s name and logo on marketing and promotional media in the manner as provided in these Terms and Conditions.
Media agrees that, in the context of marketing and promotional activities, the Merchant shall have the right to place Media’s name and logo on marketing and promotional media in the manner as provided in these Terms and Conditions.

The period of use of each Party’s logo as stated in paragraphs (4) and (5) of this Article shall be for as long as the cooperation of the Parties under the Faspay Registration Form and these Terms and Conditions is carried out.

Article 23 – Miscellaneous

The Merchant may not assign its rights and obligations under these Terms and Conditions, whether in part or in whole, to any other Third Party without the prior written consent of Media.
Entire Agreement. These Terms and Conditions (together with any documents referred to in these Terms and Conditions) and their respective annexes constitute the entire agreement between the Parties in the cooperation relationship and entirely cancel, terminate and supersede all prior negotiations, agreements and commitments, whether formal or informal, oral or written, relating to the subject matter of these Terms and Conditions. No other representation, warranty or commitment may be implied from any information or statement made in connection with the transactions contemplated in these Terms and Conditions unless expressly stated in these Terms and Conditions.
The Parties agree to carry out the cooperation relationship in good faith and with full responsibility.
All rights and obligations of the Parties arising under these Terms and Conditions shall be subject to and construed in accordance with the Applicable Regulations of the Republic of Indonesia.
All provisions and conditions in these Terms and Conditions shall apply to and bind the Parties that sign, their successors, and those who obtain benefit therefrom.
The failure or delay of one Party to take action against the other Party in connection with the negligence and/or failure of the other Party to fulfill the terms and conditions in these Terms and Conditions shall not be construed as a waiver of the right to take action by the aggrieved Party. The negligent and/or failing Party shall still be obliged to carry out rectification with or without a request from the aggrieved Party.
If at any time after the commencement date of the cooperation relationship under the Faspay Registration Form, any provision of these Terms and Conditions is declared by a competent regulatory authority (regulator) or a court of competent jurisdiction to be invalid, void, illegal, no longer in effect, unenforceable or incapable of being performed, such provision or part thereof shall be deemed deleted from these Terms and Conditions and the invalidity of such provision shall have no effect on and shall not diminish the binding effect of any other provision of these Terms and Conditions, so that the remaining terms and conditions shall remain in full force and effect. The Parties agree to replace such invalid provision with a new provision adjusted based on a further written agreement between the Parties.
Each Party shall bear and pay its own costs and expenses incurred by it in connection with the negotiation, procurement and implementation of the cooperation relationship.
These Terms and Conditions may be translated into English. In the event of any difference in interpretation between the Indonesian version and the English version, the Indonesian version shall prevail and the Merchant is advised to refer to the Indonesian version.