1.General

1. These terms of use (“Terms of Use” or “Agreement”) apply to your use of the Platform and the Electronic Services (as defined below). 
2. XIMPLY is an online service provider incorporated in Indonesia that provide platform for business to track and manage earning and spending.
3. Payment service provided by XIMPLY in Indonesia can be accessed through the platform and comply with XIMPLY agreement and rules.
4. The terms:
   1. “Account” means Account of Platform User or XIMPLY Account according to context.
   2. “XIMPLY”, “Company”, “we”, “our” or “us” means PT. Aplikasi Lintas Bangsa a private limited company incorporated in Singapore, and its successors and assigns.
   3. “XIMPLY Group” means XIMPLY and its related entities, including any of XIMPLY’s subsidiaries, XIMPLY’s holding company and its subsidiaries (in each case wheresoever situated).
   4. “Authorised User” means any person authorised by you from time to time to use the Electronic Services in relation to your Account.
   5. “Content” refers to any information, images, links, sounds, graphics, videos, software, user interfaces, visual interfaces, computer code or other materials including quotes, news and research data that is available on the Platform.
   6. “Electronic Instruction” means any instructions, communications, instructions, orders, messages, data, information or other materials from you or your Authorised Users in relation to the Electronic Services.
   7. “Electronic Services” means the Partner Services and the XIMPLY Services.
   8. “Platform” means the electronic platform available at https://XIMPLYapp.com/ (or such sub-domain or additional or replacement website(s)) that allows you to use the Electronic Services, and includes any mobile or desktop application through which the Platform may be accessed.
   9. “Platform User Account” means your user account registered with XIMPLY for the Electronic Services.
5. “Provider” means:
   1. the relevant Partner or any other person (individual or non-individual) which offers services and/or products, directly or indirectly, through the Platform;
   2. any person to whom we outsource certain functions or activities to allow us to operate and/or provide the Platform and relevant Electronic Services;
   3. any government, regulator, law enforcement agency, financial institution, and ancillary service provider (for example, telecommunication, internet access, cloud network, logistics, facilities management, data centres, system hosting, call centres, equipment and software providers), agent or subcontractor involved in the provision of relevant Electronic Services; and
   4. our agents or storage or archival service providers for the purpose of making, printing, recording, mailing, storage, and/or filing any documents or items on which such information appear.
   5. “you” and “your” refer to you as the user of the Platform or the Electronic Services, and includes the company, organization, or any other form of entity in which name your Platform User Account is registered.

1.2. License to use the Platform

1.2.1 Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Platform. XIMPLY reserves all rights not expressly granted herein in the Platform. XIMPLY may terminate this license at any time without assigning any reason.

1.2.2 Your Platform User Account gives you access to the Electronic Services and Platform functionality that XIMPLY may establish and maintain from time to time and in our sole discretion. XIMPLY may maintain different types of Platform User Accounts for different types of users. The Electronic Services and Platform functionality available to you will vary based on your Platform User Account type and how your Platform User Account is configured by the account owners or admin (if applicable).

1.3. Acceptance of terms

1.3.1 Your use of the Platform and Electronic Services is subject to terms of this Agreement. You will be responsible for all transactions made by you or, from our view, authorized by you or your Authorised User. By using the Platform and Electronic Services, you are deemed to have accepted and agree to be bound by the terms of this Agreement. If you do not agree to be bound by this Agreement, you should not access or use the Platform or any of the Electronic Services.

1.3.2 We may amend, supplement and/or revise any part of this Agreement at any time with notice, and such changes shall take effect on the date specified in the notice. Any such notices and updated terms will be published on the Platform. If you do not agree to changes made to this Agreement, you must notify us and discontinue your use of the Platform and all Electronic Services. Your or your Authorised User’s use of the Platform following changes to this Agreement will constitute your acceptance of those changes.

1.3.3 Certain Electronic Services are subject to additional terms and conditions as we (or, where applicable, the relevant Partner) may prescribe and make available on the Platform or otherwise notify you.

‍1.4. Your Authorised Users

1.4.1 You are responsible for ensuring that each of your Authorised Users is aware of and complies with this Agreement, each other agreement which you may have with XIMPLY relating to your or your Authorised Users’ use of the Platform and/or any Electronic Services, and the Partner Terms.

1.4.2 If you have authorised any person to give Electronic Instructions on your behalf, you will be responsible for their actions and/or omissions, including any liabilities and losses arising from any payments or transactions initiated or effected from your Account which they may undertake or authorise.

1.5. Access to the Platform

1.5.1 Access to the Platform and Electronic Services may be available through different devices (for example, personal computers or mobile devices). The availability and features of the Platform and Electronic Services may vary depending on the type, system specifications and configuration of the device. 

1.5.2 Your and your Authorised User’s access to the Platform and Electronic Services may be limited and subject to the relevant laws and regulations of the country you or your Authorised User is located in. XIMPLY will not be responsible for any fees, charges and expenses such as data roaming charges or any other charges which may be imposed by your telecommunication or other service providers in connection with the access and use of the Platform and Electronic Services.

1.5.3 There may be circumstances where XIMPLY and/or the Partner may need to change the frequency and manner of use of the Electronic Services, transaction limits, operating hours and types of facilities and services. In certain situations, XIMPLY and/or the Partner may have to suspend the Electronic Services without giving you or your Authorised User prior notice. Under such circumstances, XIMPLY will not be responsible for any inconvenience, loss, damage or injury suffered by you or any third party.

1.5.4 XIMPLY may introduce new or different forms of authentication service when you or your Authorised User wish to access the Platform and use the Electronic Services. XIMPLY may replace the authentication service from time to time without prior notice to you or your Authorised User.

1.5.5 XIMPLY shall have the right to decline your or your Authorised User’s access to the Platform and/or to act on any Electronic Instruction without incurring any responsibility for loss, claim, liability, cost or expense arising out of so declining to act if:

1.5.5.1 the Electronic Instructions are unclear, incomplete or inconsistent with other instructions issued to us by you or your Authorised User;

1.5.5.2 the Electronic Instructions have lapsed, been rendered invalid due to failure to comply with applicable conditions or are cancelled by a regulatory or governmental body;

1.5.5.3 the Electronic Instructions cannot be processed due to any disruptions that are beyond XIMPLY’s reasonable control;

1.5.5.4 allowing you or your Authorised User access to the Platform or processing the Electronic Instructions might expose XIMPLY, any other member of the XIMPLY Group, any Partner, or any of XIMPLY’s affiliates to legal action or censure from any government, regulator or law enforcement agency, or result in XIMPLY, any other member of the XIMPLY Group, any Partner or any of XIMPLY’s affiliates being subject to regulations or licensing requirements; or

1.5.5.5 you or your Authorised User have failed to comply with any term of this Agreement, any other Agreement which you or your Authorised User may have with XIMPLY, or any Partner Terms.

1.5.6 XIMPLY will treat all Electronic Instructions as final and unconditional when we receive them through the Platform. This means XIMPLY shall be entitled (but not obliged) to effect such Electronic Instructions without your further consent and notice to you.

1.6. Fees

1.6.1 XIMPLY may charge fees for the Electronic Services (“Fees”). The Fees are as described on the Platform. The Fees will be notified to you via the Platform, via an order form when you subscribe for the Electronic Services, or as otherwise separately agreed with you. The Fees may be subject to revision without prior notice to you or your Authorised Users. Your or your Authorised User’s continued use of the Electronic Services after any such revision constitutes your consent to the revised Fees.

1.6.2 The Fees will be deducted from your Account or be invoiced to you for settlement in accordance with the terms specified on the Platform, your order form, or in the relevant invoice. If you do not make payment of the Fees by the relevant due date, XIMPLY may charge a late fee and interest on the overdue amount and be entitled to suspend your access to the Platform or use of the Electronic Services until the overdue amount is paid in full. 

1.6.3 If any amount owed to XIMPLY is outstanding, you agree that such outstanding amount may at XIMPLY’s discretion be deducted from your Account.

1.6.4 The Fees do not include goods and services, value-added, sales, use, or other similar taxes or duties, and any such taxes shall be assumed and paid by you in addition to the Fees, except those taxes based on the net income of XIMPLY. 

1.6.5 The Partner may separately charge you fees for the Partner Services it provides. You are responsible to the Partner for the settlement of such fees.

1.7. Access to Platform in your location

1.7.1 Nothing herein shall be construed as a representation by XIMPLY or any Partner that the information and materials contained in or accessed through the Platform is appropriate or available for use in the geographic area or jurisdiction you or your Authorised User is located.

1.7.2 Accessing the Platform from territories where its contents are illegal or unlawful is prohibited. If you or your Authorised User choose to access the Platform, you and your Authorised User do so on your respective initiative and are responsible for compliance with local laws.

1.8. Security of your Platform User Account

1.8.1 If you discover or suspect any unauthorised or erroneous transactions from or to your Platform User Account, you must immediately contact us. Upon such discovery, you agree to take such steps to protect your Platform User Account, including changing any security codes, passwords to your email accounts and reporting such incidents to us immediately.

1.8.2 Where XIMPLY is of the view that your Platform User Account and any associated security codes might have been compromised, in order to protect your Platform User Account, XIMPLY may:

1.8.2.1 require that you and/or your Authorised Users identify yourselves by alternative means;

1.8.2.2 require any Electronic Instruction to be confirmed through alternative means; and/or

1.8.2.3 refrain from acting promptly upon any Electronic Instructions in order to confirm any Electronic Instructions, your identity and/or the identity of your Authorised Users.

1.8.3 In such circumstances, your Electronic Instructions might not be processed within expected periods and XIMPLY will not be responsible for any inconvenience, loss, damage or injury suffered by you or any third party.

1.8.4 XIMPLY shall retain the discretion to decline providing you with any Electronic Services where XIMPLY has reasons to believe that you or any of your Authorised Users do not intend to use the Platform or Electronic Services responsibly.

1.9. Third party websites

1.9.1 The Platform may provide links to other websites and online resources that are owned or operated by Partners or other third parties. Such linked websites are not under the control of any member of the XIMPLY Group and the XIMPLY Group cannot accept responsibility for the contents of or the consequences of accessing any linked website or any link contained in a linked website. Furthermore, the hyperlinks provided on the Platform shall not be considered or construed as an endorsement or verification of such linked websites or the contents therein by any member of the XIMPLY Group. You agree that your access to and/or use of such linked websites is entirely at your own risk and subject to the applicable Partner Terms and such other terms and conditions of access and/or use contained therein.

1.9.2 Save and except with XIMPLY’s prior written consent, you may not insert a hyperlink to the Platform or any part thereof on any other website or “mirror” or frame the Platform, any part thereof, or any information or materials contained on the Platform on any other server, website or webpage.

1.10. Intellectual property

1.10.1. The Contents on the Platform may not be reproduced, transmitted, published, performed, broadcast, stored, adapted, distributed, displayed, licensed, altered, hyperlinked or otherwise used in whole or in part in any manner without the prior written consent of XIMPLY.

1.10.2. All trade marks, service marks and logos used on the Platform are the property of the XIMPLY Group and/or the respective third party proprietors identified on the Platform. No licence or right is granted and your access to the Platform and/or use of the services available thereon should not be construed as granting, by implication, estoppel or otherwise, any license or right to use any trade marks, service marks or logos appearing on the Platform without the prior written consent of the XIMPLY Group or the relevant third party proprietor thereof. Save and except with the XIMPLY Group’s prior written consent, no such trade mark, service mark or logo may be used as a hyperlink or to mark any hyperlink to any XIMPLY Group member’s site or any other site.

1.11. Disclaimer

1.11.1 XIMPLY does not provide any warranty of any kind in respect of:

1.11.1.1 the Electronic Services, including warranties of accessibility, quality, provision or performance of any goods or services;

1.11.1.2 any Content, including warranties of accuracy, adequacy, currency or reliability;

1.11.1.3 hyperlinks on the Platform to any other websites or content, which are not an endorsement or verification of such websites or content; and

1.11.1.4 the Partner Services.

1.11.2 THE ELECTRONIC SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IS PROVIDED “AS IS” AND XIMPLY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. XIMPLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY THAT THE ELECTRONIC SERVICES WILL OPERATE IN COMBINATION WITH YOUR HARDWARE, OTHER SOFTWARE, THIRD PARTY SERVICES, OR CUSTOMER MATERIAL. XIMPLY makes reasonable efforts to ensure the Electronic Services are free of viruses or other harmful components, but cannot guarantee that the Electronic Services will be free from unknown viruses or harmful components. XIMPLY cannot guarantee that the Electronic Services will not incur delays, interruptions, or other errors that are outside of XIMPLY’s reasonable control and are inherent with the use of the internet and electronic communications.

1.11.3 You acknowledge and agree that XIMPLY will not be liable to you or any of your Authorised Users for any loss, damage, cost or expense incurred or suffered in connection with:

1.11.3.1 the Platform or any Electronic Services not being available due to system or server maintenance or failure, the breakdown/non-availability of any network, any computer virus or malicious code, or any transmission interruption or failure;

1.11.3.2 the non-delivery, delayed delivery, misdirected delivery or the non-receipt of any Electronic Services;

1.11.3.3 any non-processing or delay in processing of Electronic Instructions by us or by any Provider through whom your Electronic Instructions are transacted;

1.11.3.4 any transaction or Electronic Instruction initiated by you or your Authorised User being declined by any bank, financial institution, payment intermediary or other service provider;

1.11.3.5 inaccurate or incomplete Content, reliance on or use of the information provided on any channel and medium for any purpose;

1.11.3.6 any disclosure of any information which you have consented to us collecting, using or disclosing or where such collection, use or disclosure is allowed under applicable laws;

1.11.3.7 any unauthorised and/or unlawful access to our machines, data processing system or transmission link;

1.11.3.8 any act of force majeure such as acts of God, war or warlike hostilities, civil commotions, riots, blockades, embargoes, sabotage, strikes, lock-outs, fire, flood, shortage of material or labour, power failures, delay in deliveries from sub-contractors; or

1.11.3.9 any event outside our control.

1.11.4 Any claims against or disputes that you may have with a Provider are to be settled between you and the relevant Provider. You agree that you will not claim against us or any member of the XIMPLY Group in this respect.

1.11.5 In no event shall XIMPLY or any other member of the XIMPLY Group be liable to you or any other party for any indirect, special, incidental or consequential damages, loss of profits or loss opportunity arising out of or in connection with your use of the Platform or any Electronic Service even if we had been advised as to the possibility of such damages or losses.

‍1.12. Our Records

1.12.1 Our records of Electronic Instructions and Electronic Services operations maintained by us or by any relevant person authorised by us shall be binding and conclusive on you for all purposes whatsoever. 

1.12.2 When we deal with you, we will treat all such records as final evidence and you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records merely on the basis that such records were incorporated and/or set out in electronic form or are produced by or were the output of a computer system. You hereby agree to waive any of your rights (if any) to so object. This provision shall also apply to all records maintained by a Provider appointed or designated by us.

1.13. Collection and use of personal information

1.13.1 You and each of your Authorised Users agree that any information provided to us may be disclosed to and used by the following parties:

1.13.1.1 credit bureaus and similar institutions to report or ask about your financial circumstances, and to report or collect debts you owe;

1.13.1.2 regulatory authorities, courts, and governmental agencies to comply with legal orders, legal or regulatory requirements, and government requests;

1.13.1.3 our service providers, affiliates, payment intermediaries, regulatory authorities and governmental agencies to detect and prevent fraud and any other criminal activity, and to protect XIMPLY and its affiliates against such fraudulent or criminal activity;

1.13.1.4 our affiliates and other members of the XIMPLY Group for marketing and risk management;

1.13.1.5 our service providers who perform services for us and help us operate our business and the Platform (including but not limited to cybersecurity, human resources, IT support and audit services); 

1.13.1.6 any Partner or Provider in order to allow you and your Authorised Users to access the Partner Services or such other services and/or products that may be made available on the Platform; and

1.13.1.7 banks, financial institutions, payment intermediaries or other partners with whom we may jointly offer or develop products and services (but they may not use your personal data, in particular your email address, to independently market their own products or services to you unless you consent that they can do so); and/or

1.13.1.8 to our professional advisors (including our lawyers) to protect and advance our rights.

1.13.2 Without limiting the foregoing, you agree that we may transfer your and your Authorised Users’ data to any Partner, Provider, payment intermediary, and company within the XIMPLY Group for the purposes of processing Electronic Instructions and your transactions and to provide you with the Electronic Services (for example, we will share information about you and your transactions with the relevant book-keeping service provider if you opt to use the book-keeping integration function available on the Platform). Regardless of where we process your information, we will store and protect it in accordance with applicable laws.

1.14. Our rights

1.14.1 If XIMPLY, in its sole discretion, believes that you or your Authorised Users may have breached any provision of this Agreement or any applicable Partner Terms, we may act to protect ourselves, other users of the Platform, our Partner(s) and third parties. The action XIMPLY may take includes but is not limited to:

1.14.1.1 closing, suspending, or limiting your and/or your Authorised Users’ access to your Platform User Account;

1.14.1.2 contacting any person who may have transacted with you;

1.14.1.3 warning other customers of XIMPLY, law enforcement agencies, or impacted third parties of your and/or your Authorised Users’ actions;

1.14.1.4 updating inaccurate information you and/or your Authorised Users have provided to XIMPLY;

1.14.1.5 taking legal action against you and/or your Authorised Users;

1.14.1.6 terminating this Agreement;

1.14.1.7 terminating or revoking access to any other product offered to you by XIMPLY through or in connection with your use of the Platform;

1.14.1.8 fully or partially reversing a transaction carried out using the Platform; and/or

1.14.1.9 blocking your and/or your Authorised Users’ access to the Platform temporarily or permanently.

1.14.2 Where possible, XIMPLY will provide you with the relevant information regarding the actions imposed, but we may be unable to do so in accordance with the appropriate law including avoiding disclosing protected third party information or interfering in the course of an investigation.

1.15. Duration of terms

1.15.1 This Agreement shall remain in force until your Platform User Account is terminated. XIMPLY may, at any time and without giving any reason or notice, terminate your access to or use of the Platform (whereupon your Authorised Users will cease to have access to the Platform) and/or any of the Electronic Services.

1.15.2 If we terminate your access to the Platform and/or any of the Electronic Services you will not have the right to bring claims against us, any other member of the XIMPLY Group or our affiliates with respect to such termination. The XIMPLY Group shall not be liable to you for any losses, costs, claims, expenses, fees or damages suffered or incurred in connection with any such termination.

1.15.3 Upon termination of this Agreement, you shall settle all outstanding Fees, charges and interest in full.

1.16. Miscellaneous

1.16.1 Neither you nor any of your Authorised Users may assign or transfer any of your rights and obligations, whether in whole or in part, to any party without XIMPLY’s prior written consent. 

1.16.2 All rights of XIMPLY and members of the XIMPLY Group under this Agreement may be assigned and/or transferred at its discretion without your or your Authorised User’s consent. 

1.16.3 The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction. If any one or more of the provisions contained in this Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

1.16.4 No failure on the part of XIMPLY or any other member of the XIMPLY Group to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

1.17. Governing law and jurisdiction / Rights of third parties

1.17.1 This Agreement is governed by and construed in accordance with Singapore law. 

1.17.2 You agree that the courts of Singapore will have non-exclusive jurisdiction over any claim or dispute arising under or in connection with this Agreement.

XIMPLY PLATFORM USE TERMS

2.1 TERMS AND CONDITIONS OF XIMPLY PAYMENT SYSTEM

The user is requested to read, learn, understand the terms and conditions that apply in this website and if the user agrees, then the user is expected to comply with all the terms and conditions that have been arranged in this XIMPLY website and automatically the user is considered to be ready to bind themselves and These terms and conditions are considered a form of Agreement between PT. XIMPLY Indonesian Technology. In the event that the User does not agree to the terms and conditions that apply, the User can stop using the site and the services on this website. Users in this case are any person and/or business entity which in this case can be referred to as “User” and/or “MERCHANT” and legally protected through the Law of the Republic of Indonesia No.11 of 2008 concerning Information and Technology, Law Law of the Republic of Indonesia No. 19 of 2002 concerning Copyright, and against all forms of engagement arising from all activities on the www.XIMPLY.io website and having fulfilled the rules and requirements for the validity of an engagement as stated in the Indonesian Civil Code. Customers are legal subjects who carry out purchasing activities (hereinafter referred to as “Transactions”) of goods and/or services (hereinafter referred to as “Products”) on the website owned by the User/MERCHANT.

2.2 INTRODUCTION

2.2.1. In this Agreement the User is an individual legal subject, and/or legal entity, whether Indonesian citizen, foreign citizen, who has the ability to use computers, computer networks and/or other electronic media and has registered on the XIMPLY Website.

2.2.2. Users understand and know consciously that XIMPLY can change the terms and conditions on this website at any time and will include the latest version on the XIMPLY Website. Users are required to read these terms and conditions periodically so that Users are deemed to have known and understood all forms of changes displayed on the XIMPLY Website.

2.3 DEFINITIONS, INTERPRETATION AND APPENDIX

2.3.1. Unless stated otherwise in this Agreement, the following terms have the following meanings:

• Fees are expenses charged to MERCHANT and paid to XIMPLY.
• Cash Deposit is an amount of funds deposited by MERCHANT into an account on behalf of XIMPLY at a bank designated by XIMPLY, where the funds do not generate interest and are used by XIMPLY to carry out Settlements for the use of XIMPLY KIRIM Services by MERCHANTS;
• Calendar Day is Monday to Sunday according to the calendar.
• Working Days are Monday to Friday and days which include holidays based on a stipulation from the Government of the Republic of Indonesia;
• Money Transfer Instructions are instructions in electronic form sent by MERCHANT to XIMPLY, which contain instructions to XIMPLY to make Money Transfers to Money Recipient Accounts, where the instructions contain data and information and in the format specified by XIMPLY in the SPP;
• XIMPLY KIRIM (Disbursement) service is a Money Transfer service provided by XIMPLY for MERCHANTS for the purpose of Sending Money from XIMPLY Money Senders to one or more Money Recipient Accounts carried out in accordance with the provisions of this Agreement, which includes but is not limited to authentication services, receipt, processing of Money Transfer Instructions, operation, control, supervision and monitoring of Money Transfer;
• Money Recipient is the party mentioned in the Money Transfer Instructions to receive Money Transfers from Money Senders;
• Money Sending XIMPLY means MERCHANT directly performs Money Transfer with the aim of Recipient of Money;
• Money Transfer is an activity of sending a sum of money by a Money Sender through a MERCHANT with the aim of Receiving Money and served by a MERCHANT by utilizing the XIMPLY KIRIM Service provided by XIMPLY in accordance with the provisions of this Agreement;
• XIMPLY facilities are any tools, devices, computer systems and other facilities, which include software, hardware, infrastructure and network devices, used by XIMPLY in the context of providing and providing XIMPLY Services electronically in this Agreement;
• MERCHANT facilities are any tools, devices, computer systems and other facilities, which include software, hardware, infrastructure and network devices, used by XIMPLY in the context of providing and providing XIMPLY Services electronically in this Agreement;
• Money Sender is the party specified in the Money Transfer Instructions to receive Money Transfers from;
• Service Level is service and performance standards related to the implementation of cooperation in this Agreement which must be met by each Party as further regulated in the SPP;
• Settlement is the process and implementation of the settlement of rights and obligations between the Parties in connection with the implementation of XIMPLY Services;
• Standar Prosedur Pengoperasian (or abbreviated SPP) means the rules, conditions, technical instructions and standard procedures related to the provision and operation of XIMPLY Services which are prepared and determined by XIMPLY and approved by MERCHANT, along with any updates, changes and adjustments made enforced by XIMPLY. 

2.3.2. Interpretation. The Parties agree that in this Agreement:

• The title of an article or paragraph is inserted only to provide easy reference and does not affect the interpretation of the paragraph or article concerned;

• References to articles and paragraphs must be interpreted as references to the Articles and Paragraphs of this Agreement;

• • Words that show plural words, unless the context determines otherwise, are included in the singular and vice versa;

• References to parties must also be interpreted as references to individuals, firms, companies, business entities, regulatory agencies, government agencies, civil partnerships, or other legal entities as determined in the context;

• Other terms that are used in this Agreement but are not defined in Paragraph 1 of this Article, then the definition refers to the definition of the term concerned as regulated in the SPP; and
• Reference to SPP means reference to the latest edition of SPP or its amendments determined by XIMPLY and approved by MERCHANT during the validity period of this Agreement.

2.4 REGISTRATION PROCESS AND MERCHANT REQUIREMENTS

2.4.1 The MERCHANT must complete the administrative requirements (valid official documents) in the form of:

• Kartu Tanda Penduduk (KTP)
• Surat Ijin Usaha Perdangangan (SIUP)
• Tanda Daftar Perusahaan (TDP)
• Surat Keterangan Domisili (SK Domisli)
• Nomor Pokok Wajib Pajak (NPWP)
• Akta Pendirian & Perubahan
• Surat keputusan menteri (SK Menkeh)
• Surat sewa lokasi
• Foto Lokasi
• Perjanjian Kerjasama (XIMPLY)

2.4.2. PAYMENT GATEWAY have the right to refuse to serve MERCHANTS if the MERCHANT is included in the Daftar Hitam atau Daftar Alert MERCHANT Asosiasi Kartu Kredit Indonesia (AKKI), Bank Indonesia, or PRINCIPAL.

2.4.3. MERCHANT will not sell goods or services that violate laws/regulations/public order; or goods or services specifically prohibited by the PAYMENT GATEWAY, BANK or SERVICE PROVIDER, such as sharp weapons and/or fire, pornographic material, goods or services that violate the provisions of Intellectual Property Rights (IPR); and others.

2.4.4. The MERCHANT must provide written notification to PAYMENT GATEWAY if the MERCHANT changes the type of business and/or the type of goods or services offered through the MERCHANT’S website or changes in the composition of ownership and/or directors on the MERCHANT’S side, at least 14 (fourteen) WORKING DAYS before the change it is done.

2.4.5. If requested by the BANK or PRINCIPAL, PAYMENT GATEWAY can make a visit to the MERCHANT, with prior notification, to do the following:

• Checking MERCHANT’S operational activities.

• Checking the state of the MERCHANT’S business.

• Checking MERCHANT security conditions in relation to INTERNET TRANSACTION, CARD and CUSTOMER data

• Or other matters deemed necessary by the BANK or PRINCIPAL

2.5 RIGHTS AND OBLIGATIONS

2.5.1. PAYMENT GATEWAY has the right to receive payment of TRANSACTION FEE for each successful INTERNET and CARD TRANSACTION, with the calculation to be regulated in the agreement.

2.5.2. PAYMENT GATEWAY is obligated to:

• Manage and maintain the INTERNET PAYMENT SYSTEM to keep it smooth and operational (KTP)

• Provide data reconciliation of INTERNET TRANSACTIONS and CARD for MERCHANTS

• Provide information to the MERCHANT about the status of INTERNET TRANSACTIONS and CARD

• Maintain the confidentiality of data or information on INTERNET TRANSACTIONS and CARD

• Provide technical or operational support to MERCHANT when necessary

• Prepare Standard Operating Procedures (Standard Operating Procedures) for the operational needs of INTERNET PAYMENT SYSTEM services between MERCHANTS and PAYMENT GATEWAY

• Maintain and support MERCHANTS so that the FRAUD TO SALES RATIO for CARD TRANSACTIONS is at a level in accordance with the provisions of the BANK

2.5.3. MERCHANT has the right to receive information on the status of INTERNET TRANSACTIONS and CARD and to receive education regarding the operation of the INTERNET PAYMENT SYSTEM service.

2.5.4. The MERCHANT is obligated to:

• Make payments to the PAYMENT GATEWAY for the TRANSACTION FEE as stipulated in the Agreement

• Maintain the confidentiality of data or information on INTERNET TRANSACTIONS and CARD

• Displays transaction conditions as a guide for CUSTOMERS

• Keep evidence of INTERNET and CARD TRANSACTIONS for at least 24 (twenty four) months after the date of the INTERNET and CARD TRANSACTIONS

• Has a refund policy for INTERNET TRANSACTIONS and CARD or REFUND

• Have a FRAUD detection or prevention system, whether owned by a MERCHANT, PAYMENT GATEWAY or PRINCIPAL, especially for CARD TRANSACTIONS

• Maintain and support PAYMENT GATEWAY so that the FRAUD TO SALES RATIO for CARD TRANSACTIONS is at the level according to the provisions of the BANK.

‍2.6 CHARGEBACKS and REFUNDS

2.6.1. PAYMENT GATEWAY will not charge extra for CHARGEBACK or REFUND.

2.6.2. In the event of a CHARGEBACK, the MERCHANT is required to pay back the CHARGEBACK bill to the BANK.

2.6.3. Especially for CHARGEBACK, with the reason that the CARD TRANSACTION is denied by the CUSTOMER due to FRAUD, the MERCHANT will be exempt from the CHARGEBACK bill if the CARD TRANSACTION concerned has been protected with 3D-SECURE services.

2.6.4. MERCHANT must have REFUND policy.

2.6.5. Especially for CARD TRANSACTIONS, MERCHANTS are prohibited from making REFUNDS in cash directly to CUSTOMERS. REFUND CARD TRANSACTIONS must be made through PAYMENT GATEWAY or BANK.

2.6.6. For each REFUND or CHARGEBACK, the MERCHANT will deduct funds in the amount of the CARD TRANSACTION associated with the REFUND or CHARGEBACK from the INTERNET TRANSACTION value funds disbursed to the MERCHANT.

2.7 DISBURSEMENT SCOPE OF AGREEMENT

2.7.1. The Parties agree that the scope of this Agreement is as follows:

• XIMPLY agrees to provide and give XIMPLY Services for MERCHANTS, which include in essence the following:

• Connection to the XIMPLY system for MERCHANTS so that MERCHANTS can serve and facilitate Money Transfers to Money Recipients;

• Registration of XIMPLY Money Senders and Money Recipients in accordance with the data and information sent by MERCHANT to XIMPLY;

• According to the data and information in the Money Transfer Instruction sent by MERCHANT, XIMPLY will carry out an authentication process to determine acceptance or rejection of the Money Transfer Instruction. The authentication process includes verification of the Money Recipient’s data and information by comparing it with the data and information available at the destination bank;

• Process Money Transfers against Money Transfer Instructions that have gone through the process of authentication and acceptance, with XIMPLY making real-time credits to the Money Recipient’s account; and

• Carry out settlement of MERCHANT’S obligations by debiting Cash Deposits and crediting to commercial banks, people’s credit banks or financial institutions managing Recipient’s accounts.

• MERCHANT agrees to use the XIMPLY Service provided by XIMPLY to serve Money Transfers from the MERCHANT to the Recipient, with the following conditions:

• MERCHANTS agree to prioritize the use of XIMPLY Services as long as the Money Recipient is included in the ATM Bersama Network;

• MERCHANTS only use the XIMPLY Service for Remittances to Money Recipients who have been registered and meet the provisions regarding the anti-money laundering program and the prevention of terrorism financing, including but not limited to the provisions concerning Knowing Your Customer (KYC) as required and determined by laws and regulations valid invitation; and

• MERCHANT only uses XIMPLY Services to facilitate one or several purposes .

2.7.2. The Parties agree at all times to comply with and pay attention to all regulations, circulars, technical instructions, policies, standard operating procedures or other provisions stipulated by a government agency, regulatory agency, competent authority or other government institution authorized to regulate, supervise and control the implementation Remittance in this Agreement.

2.8 IMPLEMENTATION AND OPERATIONAL DISBURSEMENT

2.8.1. Standard Operating Procedures

• XIMPLY will provide MERCHANT with 1 (one) set of documentation which includes SPP, technical specifications and a complete technical documentation system including revisions if there are changes.

• SPP can be renewed, adjusted and changed by XIMPLY anytime concerning (i) the technical implementation of this Agreement, (ii) to comply with applicable laws and regulations, or (iii) to increase the security or reliability of the XIMPLY Service system organized by XIMPLY, with written notification to the MERCHANT at least 30 (thirty) Calendar Days before the effective date.

• The MERCHANT promises to always obey and follow every rule, provision and procedure set forth in the SPP including any updates, adjustments or changes in the future.

2.8.2. Cooperation Implementation

Immediately after signing this Agreement, the Parties are required to jointly carry out the implementation process related to the XIMPLY Service in accordance with the guidelines and directions provided by XIMPLY and the details of the activities as stated in the SPP, which includes but is not limited to:

• MERCHANT develops the MERCHANT system and facilities so that it can be connected to the XIMPLY System, securely through an appropriate data communication network;

• Implementation of the DISBURSEMENT Feature to be used by MERCHANTS in the context of using the XIMPLY Service;

• Depositing Cash Deposit by MERCHANT;

• Dissemination of procedures for using the DISBURSEMENT Feature to MERCHANTS; and

• Implementation of various tests of processes and systems to ensure operational readiness for MERCHANT use of XIMPLY Services.

2.8.3. System Changes

• In the case of an upgrade or enhancement to the XIMPLY Facility by XIMPLY which requires the MERCHANT to change or upgrade or enhance the MERCHANT Facility, either the back-end system or the software significantly, then the change must be carried out at an agreed time by the Parties and at the MERCHANT’S own expense.

• If there is a system disturbance at MERCHANT which affects the XIMPLY Network, then XIMPLY has the right to stop processing Money Transfer Instructions received from MERCHANT and then MERCHANT will carry out the necessary investigations and repairs in accordance with directions from XIMPLY to find a solution to the system disturbance.

• Damage to the XIMPLY Network caused by negligence and/or inappropriate use by the MERCHANT becomes the responsibility of the MERCHANT so that costs and losses arising from this become the responsibility of the MERCHANT.

2.8.4. CASH DEPOSIT

• For operational implementation of the use of XIMPLY Services, MERCHANTS are required to deposit Cash Deposits into a virtual account opened by XIMPLY for MERCHANTS at a commercial bank specified by XIMPLY. The Cash Deposit does not generate interest.

• XIMPLY has the right to use Cash Deposits to guarantee Money Transfers by MERCHANT by using XIMPLY Services and for carrying out Settlement of MERCHANT’S obligations in this Agreement.

• If the Agreement ends for any reason, then the Cash Deposit will be disbursed by XIMPLY with the condition that the remaining Cash Deposit will be returned to the MERCHANT after deducting the obligations that have not been carried out by MERCHANT to XIMPLY including the Settlement obligations under this Agreement. If the Cash Deposit is insufficient to settle the outstanding obligations, then the MERCHANT is obliged to pay the amount that is not covered by the Cash Deposit, when requested in writing by XIMPLY.

2.9 DISBURSEMENT OF RIGHTS AND OBLIGATIONS

Without prejudice to the rights and obligations of each Party specified in other articles in this Agreement, each Party has the following rights and obligations:

2.9.1. MERCHANTS are entitled to:

As long as the MERCHANT fulfils its obligations in this Agreement and does not violate a provision in this Agreement, MERCHANT has the right to use and utilize the XIMPLY Services provided by XIMPLY.

2.9.2. MERCHANTS obligations:

• at the expense of the MERCHANT, provide, develop, operate, and maintain the MERCHANT’S Facilities so that they are always in operational condition and good performance for the smooth operation of the XIMPLY Services, in the event of disruption and/or damage to the MERCHANT’S Facilities, the MERCHANT is obliged to immediately notify XIMPLY and repair the disturbance and/or damage using their best efforts;

• monitor, control, and be responsible for maintaining the security of every access and operational security of every part of the MERCHANT’S Facilities;

• monitoring the adequacy of funds in Cash Deposits and making deposits into Cash Deposits in accordance with the provisions in Paragraph 4 Article 3 letter b of this Agreement;

• create, implement, and supervise control systems and inspections as necessary to maintain the confidentiality and security of access related to the use of XIMPLY Services;

• formulate, implement and implement anti-money laundering and prevention of terrorism financing programs, which include but are not limited to the principles of knowing your customer (KYC), as required, determined and regulated in the applicable laws and regulations;

• promote and socialize XIMPLY Services while still paying attention to and complying with the provisions regarding the creation, use and placement of the XIMPLY logo and trademark, which provisions are regulated in the SPP;

• be responsible and compensate losses suffered by XIMPLY which are proven to be the result of acts of fraud (violations of XIMPLY Services either due to negligence and/or intent), committed by the MERCHANT;

• orderly keep all records regarding XIMPLY Services and must maintain and store these records in its custody for 10 years, and must provide and submit all such records to XIMPLY when needed;

• pay the Transaction Fees to XIMPLY and other fees.

• inform every XIMPLY who is affiliated with MERCHANT and uses XIMPLY Service, which is further regulated in SPP.

• The MERCHANT is obliged to provide XIMPLY with information related to the fees charged to XIMPLY MERCHANTS.

• upon request from XIMPLY, provide XIMPLY with information and assistance needed to implement this Agreement and to implement laws and regulations, without prejudice to the principle of confidentiality of Confidential Information as specified in the Error! Reference source not found. This agreement; and

• submit to XIMPLY all information and assistance needed by XIMPLY to implement anti-money laundering and prevention of terrorism financing programs or other legally required matters related to XIMPLY’s role as a Money Transfer Provider, without prejudice to the principle of confidentiality over bank secrets as determined laws and regulations and the confidentiality principle of Confidential Information.

2.9.3. XIMPLY have the rights to:

• monitor and control the use of XIMPLY Services by MERCHANT, as well as stopping either temporarily or permanently if found there has been a violation by MERCHANT of a provision in this Agreement or misuse of XIMPLY Service by MERCHANT;

• monitor the MERCHANT Facilities 24 (twenty-four) hours a day and 7 (seven) days a week, in order to monitor and ensure that the MERCHANT Facilities are in normal operational condition to use XIMPLY Services; and

• obtaining, billing, and collecting and charging Fees.

2.9.4. XIMPLY obligations:

• monitor, control, and be responsible for maintaining the security of every access and operational security of every part of the XIMPLY Facilities;

• create, implement, and supervise control systems and inspections as necessary to maintain the confidentiality and security of access related to the operational activities of XIMPLY Services;

2.10 TRANSACTIONS, SETTLEMENTS AND FEES

2.10.1. Transactions and Settlements

• MERCHANT is fully responsible for every transaction made by MERCHANT to XIMPLY, including but not limited to all consequences arising and/or Settlements on behalf of MERCHANT.
• Settlement is carried out by XIMPLY by deducting from the Cash Deposit any amount that is MERCHANT’s obligation in connection with the implementation of Money Transfer instructions by MERCHANT and any amount that is XIMPLY’s right based on the provisions of this Agreement. Terms and procedures for deducting Cash Deposits are further regulated in the SPP.

2.10.2. COSTS

• The MERCHANT is obliged to pay Fees to XIMPLY in accordance with the details, amount and method of payment.
• XIMPLY has the right to change the amount of the applicable fee by written notification to the MERCHANT at least 30 (thirty) Calendar Days prior to the effective date of the fee change (“Fee Change Date”) which must obtain prior written approval from the MERCHANT. Changes to these Fees will be stated in the addendum to this Agreement.

2.10.3. The taxes arising in connection with this Agreement shall be borne by each Party in accordance with the applicable tax regulations.

2.11 TEMPORARY SUSPENSION OF INTERNET PAYMENT SYSTEM SERVICES

2.11.1. PAYMENT GATEWAY can stop/deactivate the INTERNET PAYMENT SYSTEM at any time with notification not later than 1 (one) WORKING DAY in advance to the MERCHANT.

2.11.2. PAYMENT GATEWAY is not responsible for losses and/or damages arising from the termination as referred to above as well as the permanent closure of services to Merchants.

2.11.3. Termination of the INTERNET PAYMENT SYSTEM service may be caused by the following reasons:

• System inspection, repair, maintenance or upgrade

• Computer/telecommunication connection failure (internet connection)

• There is a certain reason in the form of protecting the rights and/or interests of the Parties

• Or other reasons determined by PAYMENT GATEWAY or BANK

2.12 SECURITY AND PROTECTION OF INFORMATION

2.12.1. PAYMENT GATEWAY must have a secure system and network to protect sensitive information, including but not limited to:

• INTERNET TRANSACTION and CARD information (card number, CUSTOMER user id, etc.)

• CUSTOMER Information (personal data, address, etc.)

• Other information deemed sensitive by the Parties

2.12.2. MERCHANT guarantees that MERCHANT will not do the following:

• Carrying out code-breaking efforts (reverse engineering) on the INTERNET PAYMENT SYSTEM

• Doing things that cause damage to the INTERNET PAYMENT SYSTEM intentionally

• Doing things that aim to steal INTERNET TRANSACTION and CARD and CUSTOMER data

2.13 REPRESENTATIONS AND WARRANTIES

2.13.1. The MERCHANT is a business entity legally established under applicable law in the territory of the Republic of Indonesia and already has all the approvals, permits and registration required by applicable legal provisions, and is not being revoked of its acting authority according to applicable law to carry out its business, including but not limited to making, signing and implementing this Agreement and other documents related to this Agreement.

2.13.2. The Parties guarantee that the documents provided to the other party are official, original, legal, valid and any information contained is correct.

2.13.3. Each Party, including all employees involved in this Agreement, is obliged to protect and maintain all information and secrets related to this Agreement and all its derivatives.

2.13.4. Each Party is not in a negligent state and/or commits a violation and/or is declared in a state of default.

2.14 DOMICILE, LEGAL, AND DISPUTE SETTLEMENT

2.14.1. This transaction is regulated and subject to the laws of the Republic of Indonesia.

2.14.2. If the Parties cannot resolve the dispute through consensus deliberation, the Parties agree to choose a permanent and generally legal domicile at the Badan Arbitrase Nasional Indonesia (BANI) in Jakarta as a means of settling the dispute.

2.15 CONFIDENTIALITY

2.15.1. The Parties agree that the exchange of information that arises because of this Agreement is categorized as confidential and for this reason the Parties agree to maintain the confidentiality of such information unless they have obtained written permission from one of the other parties and/or the information is valid and publicly known.

2.15.2. As long as this Agreement is valid or after the expiration of this Agreement, the Parties and all parties working on/for the Parties and their affiliates are required to maintain the confidentiality of data and/or information in any form regarding CUSTOMERs whether obtained from other parties or from INTERNET TRANSACTIONS and CARD through INTERNET PAYMENT SYSTEM whether it is classified as a secret of the BANK and/or the Parties, or matters that must and should be kept confidential to anyone.