valid as of 9 August 2024

TERMS AND CONDITIONS OF
TALENTA PRODUCT USAGE

Thank you for your trust in using the Talenta product. By using any services and/or products provided by PT Mid Solusi Nusantara (“MSN”), You hereby, the company and/or business where You have given permission or authorization to represent You (“User”) agree to the Terms and Conditions of using Talenta’s products (“Products“) below and all terms, policies and other related documentation that are applied by Talenta from time to time (“Terms and Conditions“). These Terms and Conditions are an inseparable part of the Mekari Platform Terms of Use, Usage Agreement, Privacy Notice, and other provisions as available on the Product from time to time.

MSN may review and amend these Terms and Conditions from time to time at MSN’s sole discretion. The User acknowledges and agrees that the User is obliged to check these Terms and Conditions from time to time to find out the latest conditions or information regarding the terms of use of the Product provided by MSN.

General Terms

General terms apply to all users who use Talenta. User hereby agree to be bound by and comply with these Terms and Conditions.

Definition

Account is an account in the application that can be used by the User to access and use the Product.
Personal Data means any data that is related to an individual that is identified or may be identified in a stand-alone manner or combined with other Information, whether directly or indirectly.
Information in this case means all information, statement, idea, or signs that contain values, meanings, and messages, whether any data, facts, or explanation that can be seen, heard or listened to that are provided in any forms in accordance with the development of information and communication technology.
Intellectual Property Rights means patents, simple patents, copyrights and other related rights, inventions and software code, moral rights, trademarks and service marks, business names, domain names, rights to product and packaging designs, rights to design, rights to computer software, rights to databases, rights to use, and protect the confidentiality of, confidential information (including technical skills and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all application and right to request and be granted, renewal or extension of, and right to claim priority, all rights and all similar or equivalent rights or forms of protection which exist or will exist now or in the future anywhere in the world.
Confidential Information means all information that has been or will be provided by any Party to the other Party in relation to the implementation of this Terms and Conditions.
Force Majeure means a situation includes but not limited to earthquakes, typhoons, landslides, floods, fires, explosions, pandemic, natural disasters, wars, riots, terrorism, power struggles, sabotage, embargoes, strikes, drastic changes in politics/the economy, whether or not supported with a statement from the competent authority on the occurrence of such event, and the enactment of new laws and regulations that directly or indirectly affects the performance of this Terms and Conditions, which results in the inability to perform the obligations of the Parties under this Terms and Conditions.
Active Period is an active period of Account which User can access and use the Product.
Grace Period is 30 (thirty) calendar days after the Active Period ends.
Quotation Terms and Conditions is an offer form for the Product that can be signed by the User separately and forms an integral document with this Terms and Conditions.
URD is a User Requirement Document which is a document containing company policies from the User as well as User employee data that will be entered into the Product.
Usage Agreement means an agreement for the use of the Product signed by the Parties and/or subscription form signed by the User separately which sets out the detailed terms regarding the use of the Product.
Parties means MSN and the User collectively. However, they are individually referred to as “Party”.
Term is the period from the Active Period to the end of the Grace Period.
Implementation is a discussion related to product system settings in accordance with User company policies (Meeting Requirements), the process of entering User Data into Product (Setup/Migration), and Training (as defined below) conducted by MSN for User.
Training is Product usage training conducted by MSN aimed at User administrators.
Additional Fees are fees that must be paid by the User to MSN in the event that the User requires additional Training and/or additional Implementation.

Scope

MSN will provide Product in the form of software and/or cloud-based human resources information system applications to be used by User, with package details as set forth in the Quotation Terms and Conditions and/or Usage Agreement (as relevant).
The User agrees to use the Product in accordance with these Terms and Conditions and the use of the Product is the full responsibility of the User.
MSN only provides Product that User can use to manage their employment, MSN is not involved in managing User’s internal company policies and industrial relations between Users and their employees.
By agreeing to these Terms and Conditions, the User is subject to and legally bound to the guidelines for using the Product published and as may be amended from time to time by MSN, which guidelines constitute one unified document and are inseparable from these Terms and Conditions.

Package Details, Fees, and Payments

The User acknowledges, understands and agrees that the details of the Product package selected by the User are as stated in the Quotation Terms and Conditions and/or the Usage Agreement (as relevant).
User are obliged to comply with all the provisions set out in the Quotation Terms and Conditions and/or the Usage Agreement, including provisions regarding fees for using the Product, payment terms, and other technical provisions as relevant. The Quotation Terms and Conditions and/or the Usage Agreement is a separate document but is an integral part of these Terms and Conditions. If there is a conflict or difference in interpretation between the Terms and Conditions and the Quotation Terms and Conditions and/or the Usage Agreement, the provisions in the Quotation Terms and Conditions and/or the Usage Agreement will apply.
These Terms and Conditions will continue to apply if the User agrees to extend the Active Period.

Specific Terms of Product Usage

User Account and Active Period

The User’s Active Period starts from (i) 30 (thirty) calendar days after the date payment is received by MSN or (ii) the date stipulated in the Minutes of Product Handover document, as will be stipulated in the Quotation Terms and Conditions and/or Usage Agreement.
User are required to register by creating an Account in the application.
User can access and use the features available on the Product during its Active Period.
In the event that the User wants to extend the Active Period, the User must give notification to MSN no later than 30 (thirty) calendar days before the Active Period ends.
The User acknowledges and agrees that the extension of the Active Period will incur a fee for the renewal of the Product and MSN reserves the right to determine the amount of the fee to be agreed upon by the User.

Package Upgrade

If the User intends to increase the Product Package taken, then the User must make a payment for the difference in fees for the latest package taken and the new price conditions will be binding on the User until the remaining Active Period. Package upgrade access will be granted once payment has been received completely and correctly by MSN.
MSN has the right to suspend or freeze User access to Accounts and Product if Users do not make payments according to the specified time. The account will be reopened if the payment has been received completely and correctly by MSN
Each Party is responsible for taxes that must be paid in accordance with the provisions of the applicable laws and regulations.

Number of User Employees

The User acknowledges and agrees that the Usage Fee will still be binding on the User, even if the number of User’s employees using the Product is less than the Employee Limit (as stated in the Quotation Terms and Conditions).
If during the Active Period the User requires additional employees or upgrades to the Package, then the User is required to notify MSN of the request.
In the event that the number of User employees using the Product is greater than the Number of Employee Limit, then MSN will charge an additional fee and the User must make payments for the difference in the number of employees. The User acknowledges and agrees that the new price conditions will be binding on the User for the remainder of the Active Period.
Access to Product for increasing the number of employees and/or increasing Package will be provided by MSN after payment for increasing the number of employee and/or increasing Package is received by MSN
To avoid doubts, the calculation of the number of User employees who use the Product will be calculated based on the number of active employees each month on the Payroll cut-off date.

Additional Training and Implementation

MSN will provide Implementation along with Training to User.
User can obtain additional Training and/or additional Implementation at an additional fee.
Training and Implementation will be carried out with the following terms:
1. Can be conducted online or visit the User’s office;
2. If it is carried out with a visit to a place outside the JABODETABEK, Bandung or Surabaya area, the User is required to pay transportation and accommodation costs;
3. Can only be implemented after the User pays a usage fee.
Additional training and/or Additional Implementation will be carried out provided that:
1. If the User is domiciled in the Jabodetabek area, Additional Training and Additional Implementation can be carried out online or through visits;
2. If the User is domiciled outside the Jabodetabek area, Additional Training and Additional Implementation will be carried out online; and
3. Additional Training and Additional Implementation can only be carried out after the User pays usage fees and additional fees.

User Statements, Warranties, and Restrictions

User hereby represents and warrants that:

The User has obtained all of the necessary licenses regarding the implementation of the obligations under this Terms and Conditions..
There are no ongoing actions or lawsuits that may materially affect the User’s ability to perform its obligations under this Terms and Conditions and/or affect the validity of this Terms and Conditions.
The execution and implementation of this Terms and Conditions shall not violate or conflict with (i) the applicable laws (including laws and regulations in the anti-corruption sector); (ii) User’s articles of association; and (iii) agreements or capabilities that bind the User.
In carrying out the Terms and Conditions, the User does not offer, promise, approve or authorize any payment or award, either by directly or indirectly, goods or materials that have value (including, but not limited to gifts, entertainment, food, discounts or personal credit, or other benefits that is not paid at market value) that have a public or commercial bribery purpose or effect; and the User will not take any action that will make the User or other party violate any provision in the anti-bribery and corruption regulations and laws that apply in Indonesia or regulations and laws that prohibit any action that violates the law for the purpose of obtaining commercial business benefits.
In carrying out the Terms and Conditions, the User has complied with all applicable anti-money laundering laws and regulations and has published an anti-money laundering compliance policy as regulated by the applicable laws and regulations. The User further agrees to provide the necessary information for verification of compliance with applicable anti-money laundering regulations as reasonably requested by government authorities in accordance with its anti-money laundering compliance procedures.
The User guarantees to always comply with the terms and conditions and the privacy policies that apply to each Product, both as regulated on the site and/or platform managed by MSN and/or any other third party that is relevant to the provision of the Product.
The User is fully responsible for all information, data, and/or content that is uploaded, inserted, disclosed by the User and/or any other party which is given access by the user when using the Product.

In the event that there is a violation of the above provisions, whether intentional or not, then MSN has the right to terminate the User’s use of the Product before the end of the Term.

Indemnification and Limitation of Liability

MSN provides the Product on an “as is” and “as available” basis without warranty of any kind. To the fullest extent permitted by applicable law, MSN disclaims any and all other warranties (express, implied or otherwise), including implied warranties of merchantability, non-infringement or fitness for a particular purpose.
If the User (and/or its affiliated company that uses the Product (as relevant)) suffers a real loss when using the Product during the Active Period which has been proven to be caused by direct error or negligence by MSN, then the User may submit a claim for compensation to MSN.
Under any circumstances, the limit for compensation that can be provided by MSN in connection with losses suffered by the User as referred to in paragraph 1 above is the maximum amount of the cost of using the Product that has been paid by the User to MSN (excluding applicable taxes) subject to the terms as follows:
1. The User is required to submit a request for compensation to MSN no later than 30 (thirty) calendar days after the loss occurs or since the User becomes aware of the loss that the User has experienced, whichever occurs first;
2. In the event that the User selects several types of Product and/or features where the User experiences real loss for only part of the Product or feature, then compensation will be given by considering the portion of the Usage Fee that has been paid to MSN for that part of the Product or feature only;
3. If the User uses the Product together with other User affiliates and real losses are only experienced by certain User affiliates, then MSN will only compensate the User for a maximum of the usage fee that has been paid as relevant for the related affiliate; And
4. Damages paid by MSN are limited to Product usage fees paid for the User’s (and/or related affiliate’s) current Active Period. However, if the User’s current Active Period is more than 12 (twelve) months, the calculation of compensation will be limited to a maximum of 12 (twelve) months.
MSN will determine the amount of compensation to be paid to User based on internal checks conducted through the MSN system. The compensation decision provided by MSN is final and binding, so that by receiving compensation from MSN, the User guarantees that there are no bills, costs, claims, demands or other obligations that arise or may arise, which can be billed by the User to MSN in connection with matters regulated in this Article.
MSN shall not be liable for any losses, claims, expenses, damages, liabilities or expenses arising from:
1. User’s violation of any provisions in these Terms and Conditions;
2. usage of the Product by parties who are unauthorized or granted access by the User unlawfully;
3. if there is a defect or liability caused by the User including modifications or add-ons made without the approval of MSN;
4. The Product is used together with any third party software or product where the User does not have sufficient rights from the third party vendor for such use;
5. use of the Product that is not carried out in accordance with the provisions of these Terms and Conditions and other technical provisions that apply to User, including but not limited to user guides; and/or
6. non-fulfillment of the requirements mentioned in paragraph 2 above.
To the maximum extent permitted by applicable law, MSN shall not be liable to User (or persons claiming rights derived from the rights of others) for any actual or anticipated loss of revenue, profits, contracts or business (whether directly or indirectly, loss of data, and/or any incidental, indirect or consequential loss, in any event arising based on or in connection with these Terms and Conditions, whether by contract, tort, unlawful act (including negligence), violation of duties under law or otherwise.

Intellectual Property Rights

These Terms and Conditions will not be considered as a transfer of any Intellectual Property Rights which are the property of each Party or its affiliates based on applicable laws and regulations.
Each Party will mutually release each other from any claims in the future for their respective Intellectual Property Rights including their use, as long as they are used in accordance with the provisions set out in the Terms and Conditions.
The Product used by the User shall constitute the Product that is created, developed and managed by MSN. By using the Product, the User is granted a limited, non-exclusive, non-transferable license, and has a certain time limit according to the Active Period on this Terms and Conditions. The grant by MSN to use the Product and the granting of the license will not transfer intellectual property rights or other rights attached to the Product owned by MSN to the User.
MSN can use and install the User’s logo and company name for commercial and marketing purposes, both on online media and on written print media (offline) used by MSN. These actions will be carried out reasonably and in good faith without the aim of misusing the User’s logo and company name.

Confidentiality

Any and all information related to the party who provides the confidential information (“Disclosing Party“), either directly or indirectly provided by the Disclosing Party to the recipient of confidential information (“Receiving Party“) in connection with the implementation of this Terms and Conditions is considered confidential (“Confidential Information“), but not including the information that is:
1. already known by the Receiving Party on the date of Confidential Information disclosed by the Disclosing Party and was not obtained or originated from the company, affiliated company or through other parties who has confidentiality obligations;
2. on the disclosing date, the Confidential Information has been known by public or become part of the public;
3. obtained by the Receiving Party itself from the third party who is entitled to disclose such Confidential Information at the time it is requested by the Receiving Party; and/or
4. has been developed by the Receiving Party prior to the disclosure date of the Confidential Information.
If the Confidential Information must be disclosed due to the provisions based on the applicable law or by the order or decision of the authorized government, the disclosure of Confidential Information must be informed to the Disclosing Party as soon as possible.

Personal Data and System Security

To the extent MSN receives Personal Data from the User when User creates an account and uses all features which are available in the Product in relation to the implementation of this Terms and Conditions, therefore the User hereby agrees and provides its consent to MSN to process such Personal Data exclusively for the implementation of this Terms and Conditions..
MSN will always conduct its reasonable efforts in accordance with the applicable laws to maintain the confidentiality of the Personal Data that MSN receives from the User.
The User warrants that:
1. The User has obtained the valid license, permission, authorization from any Personal Data owner whose Personal Data will be provided or disclosed to MSN for the Product implementation purpose, including all necessary consents and/or other relevant lawful basis for any processing of Personal Data of past, current or future employee or personnel of the User in accordance with the applicable personal data protection laws and regulations;
2. every employee, party, vendor, agent, representation of the User who will utilize the Product has been aware of and understood all provisions under this Terms and Conditions Terms and Conditions as if those parties are party to this Terms and Conditions.
The User agrees to not carry out the following:
1. utilizing the Product or any feature thereof for any other purpose other than to implement this Terms and Conditions;
2. disclosing, selling, sharing, giving contents, information, features or any other service that are available in the Product without written approval from MSN;
3. conducting intervention against or disrupting any servers, network, feature, or platform available in the Product; and
4. reproducing or carrying out efforts to extract the source code from any software or other related system that is provided by MSN.

Governing Law and Dispute Resolution

These Terms and Conditions will be governed and interpreted in accordance with the laws of the Republic of Indonesia.
All disputes arising between the Parties related to the implementation and interpretation of this Terms and Conditions will be settled amicably, within 30 (thirty) calendar days since the dispute is informed to the other Party.
Prior to directly contacting other Party to settle the issue or dispute, the Parties agree to not announce, make writings or copies on online media and offline media that may put the other Party in recessive circumstances.
If no agreement is reached within the time period specified in paragraph 2 of this Article, the Parties agree to resolve the dispute at the Indonesian National Arbitration Board located at Wahana Graha Fl. 1 & 2, Jl. Mampang Prapatan No. 2, Mampang-Jakarta.
While the dispute is still under the settlement, the Parties remain obliged to perform their respective obligations that must be fulfilled in accordance with this Terms and Conditions and/or Usage Agreement (as relevant).

Force Majeure

In the occurrence of a Force Majeure event, which results in the inability to perform the obligations of the Parties under this Terms and Conditions”

The Party affected by the Force Majeure shall notify the other Party in writing at the latest 5 working days and shall use its best effort to restore its ability within the shortest time possible and keep the other Party informed regarding its plan to anticipate and mitigate the effects caused by the Force Majeure.
If the Force Majeure event prevents or delays the performance of the provisions of this Agreement for 30 calendar days, the Parties must communicate to anticipate and mitigate the effects caused by such event. If a consensus is reached, then this Agreement may be postponed and modified or terminated with a mutual consent between the Parties, provided that all rights and obligations of each Party that arises prior to the occurrence of the Force Majeure, are still mandatory to be performed by each Party.
If the Terms and Conditions cannot be performed due to a Force Majeure, all consequences arising from the non-performance of this Terms and Conditions shall be the responsibility of each Party and a Party cannot file a claim against the other Party for the non-performance of the Terms and Conditions and the Party whom affected by Force Majeure shall not be deemed has violated or breached this Terms and Conditions. Each Party affected by the Force Majeure event must give a written report to the other Party on its inability to fulfill the obligations set out in this Terms and Conditions as a result of the above matters.

Termination

These Terms and Conditions apply as long as the User uses the Product.
The Parties agree that this Terms and Conditions can be terminated early by one of the Parties before the end of the Term if the following events occur:
1. by written notification submitted by any Party to the other Party at the latest 30 (thirty) calendar days in advance;
2. any Party is proven to violate this Terms and Conditions;
3. if any Party is carrying out dissolution or liquidated either due to its own decision or the court/government’s order/decision; and/or
4. any Party is undergoing an event of bankruptcy or suspension of debt payment obligation that impacts to the implementation of this Terms and Conditions
where for the condition mentioned under paragraph b, c, and d above can be terminated at the soonest by the Parties based on written notification submitted by any Party to the other Party.
In the event that MSN terminates the Term of Product due to the User’s error or violation of the matters regulated in this Terms and Conditions, MSN has the right to terminate the User’s account at any time even though the process of terminating the Terms and Conditions has not been completed without providing compensation in any form.
In the event of early termination of Term, then:
1. All Usage Fee(s) paid by the User to MSN are non-refundable;
2. User must pay the entire Usage Fee(s) that have been stated under this Terms and Conditions or other separate documents relating to the Product usage, whether or not such Fees have been invoiced by MSN.
Any termination of the Product usage will not affect the existing rights and obligations of each Party which have arisen before the date of termination of the Term. The Parties agree to settle all pending rights and obligations no later than 30 (thirty) calendar days after the effective termination period.
With regard to terminating the Term of Product usage, the Parties agree to ignore the provisions contained in Article 1266 of the Civil Code, so that the Parties can automatically terminate without going through a judicial process.
If the Terms and Conditions is terminated by the User but is due to a proven violation of this Terms and Conditions by MSN, then the User:
1. Can request compensation as regulated in this Terms and Conditions; and
2. The provisions in paragraph 4 letter (b) of this Article are no longer valid.

Service Level & Product Support Center

Support Center Operational Hour

Working Hour: 09:00 – 18:00 WIB
Working Day: Monday– Friday (except holiday)

Support Center Commitment: Support Channel

Live Chat: account.mekari.com Monday – Friday 09:00 – 18:00 WIB
Email: support-hr@mekari.com Monday – Friday 09:00 – 18:00 WIB
Notes: Every message received outside working hour will be processed on working hour in the next working day

Support Center Commitment: Response Time

Severity Level	Definition	Response TIme
Critical	Application / all application features cannot be accessed by all User	< 3 hours
High	Payroll related bugs including components and blockers for Payroll processing (occurs within payroll period) Other bugs (including reports) affecting payroll calculation and occurs within payroll period Not a core bug that happened near a company’s cycle and affected their performance review	< 3 hours
Middle	Bug which is unrelated to payroll, leave and reimburse Report-related bug except payroll report	< 24 hours
Low	Aesthetic/accessory-related bug Bug that is not in the core service and is not urgent (not near the payroll cycle)	< 24 hours

Others

Assignment. Any Party may not assign any rights and obligations that arise from the implementation of this Terms and Conditions to any other third party without written approval from the other Party.
Entirety. This Terms and Conditions contains all agreements between the Parties and supersedes all previous agreements related to the matters of this Terms and Conditions, and all agreements whether made in writing or verbally regarding matters as agreed under this Terms and Conditions.
Waiver. No delay or failure by any Party at any time to implement or carry out every right or provision under this Terms and Conditions that will be deemed as waiver thereof, unless made in writing.
Severability. If any provision or part of a provision of this Terms and Conditions is invalid, void, unenforceable or illegal due to any applicable law, the invalidity of such provision shall not annul all the requirements and provisions under this Terms and Conditions. The Parties agree that the remaining provisions of this Terms and Conditions shall continue in full force and effect and the Parties will endeavor to amend any invalid, void, unenforceable or illegal provision to be in accordance with the applicable laws in Indonesia.
Problem Resolution. If the Product used by the User suffers any interruption, cannot be accessed, and/or cannot be used, therefore MSN will resolve such issues according to the SLA (service level agreement) as attached in these Terms and Conditions.
Access Freeze. The User understand and agrees that based on the sole discretion of MSN, MSN has the right to terminate this Terms and Conditions and/or terminate, revoke and/or refuse access to the Product, partially or completely and temporarily or permanently, with/without prior notification, if the following events are suspected: (i) The User does not fulfill the payment conditions as stipulated in this Terms and Conditions, (ii) there are indications of fraud, data theft, fraud, does not fulfill one or all of this Terms and Conditions and/or applicable laws and regulations or other causes, so that therefore any losses arising from these actions are not the responsibility of MSN, and MSN is not obliged in any case to provide any compensation to theUser for this matter.
Affiliates. The User hereby states that User has obtained all relevant approvals, permissions, licenses and/or authorities from the User’s respective Affiliate who use the Product (if any) to represent the Affiliate in accepting this Terms and Conditions and the User guarantees that all relevant Affiliate understands and agrees to the provisions in this Terms and Conditions as if the Affiliate is a party to this Terms and Conditions. The User hereby releases MSN from all demands and/or claims that may and/or will be submitted by the Affiliate in connection with the implementation of this Terms and Conditions.
Fees Usage Conversion. Any payment of any fees received by MSN from the User based on this Terms and Conditions may only be used for the purpose that has been stated against such fees. In any conditions, the User may not convert the usage, from certain fee type to other fee type.

Specific Terms and Conditions

on Payroll Disbursement Feature Usage

These terms and conditions only apply if the User uses Payroll Disbursement Feature. MSN may require the User to sign the Service Activation Form in connection with activating the PaDi Feature.

By accepting these Terms and Conditions, the User is deemed to agree to the terms and conditions for the use of this payroll disbursement feature (“PaDi TnC”) for the distribution of User’s employees salary which are appointed/ elected through Talenta Product (“PaDi Feature”), that is created, owned, managed and developed by MSN and/or its Affiliates or in cooperation with other third party, whether Bank or other licensed payment service provider (“PaDi Partner”).

Therefore, the User hereby is deemed to read, understand and agree to the PaDi TnC with the following details:

Usage and Activation Mechanism

MSN will activate the PaDi Feature to the User who has fulfilled the requirements in these PaDi TnC which are set and may be subject to change by MSN from time to time.
The User must register, verify and submit the data, information or document in connection with the use of the PaDi Feature for the purposes of Know Your Customer (KYC) implementation by MSN or PaDi Partner, whether related to the User or employee (if necessary), to MSN. MSN is entitled to reject the use of PaDi Feature if the User cannot fulfill the requirements of Know Your Customer (KYC) which is set by internal provision of MSN and/or its affiliation.
The User undertakes and hereby expresses its agreement in connection to obtain consent from all owners of the personal data related to data, information or document from the employee in connection with the acquiring, storing, using, processing, controlling, disclosure, transferring and/or transmission of such data, information or document in connection for the implementation of Talenta Product and/or PaDi Feature herein.
The User must ensure that its officer or representative or administrator (“Admin”) who is appointed in connection with the activation and usage of the PaDi Feature has a sufficient and full capacity. The User will not cancel this PaDi TnC on the grounds that this PaDi TnC is invalid because they are not represented by a valid representation. If there is an Admin’s replacement, the User must notify MSN in writing by providing updated data, information and/or supporting documents as needed. Any negligence and/or errors regarding the updates are the User’s sole responsibility.

General Provisions of Transaction

The User can use PaDi Feature in accordance with the services in the Talenta Product package that is selected in the Quotation Form/Usage Agreement or the Service Activation Form.
Before using the PaDi Feature, the User must send instructions by filling in and ensuring that the data or information transaction is correct, complete and precise, namely (i) the total nominal funds required for the distribution of salary funds; (ii) all data or information from User’s employees, including but not limited to the name, salary amount and bank account number of each employees; (iii) data or other information required in connection with the implementation of the PaDi Feature by the User. The User is responsible for the correctness, completeness and accuracy of all transaction instructions that are carried out and hereby release MSN or PaDi Partner from all consequences arising from incorrectness, incompleteness and inaccuracy of the instructions or transaction data from the User.
The User is obliged to immediately notify MSN in writing if the credentials, in the form of name, identity number (ID), mobile or telephone number, and employee email registered by the User, for the use of the Talenta Product, either for the User or the appointed Admin, are known by other people who are not authorized, to be followed up immediately by MSN. All transaction instructions based on the use of the PaDi Feature on these credentials are the User’s sole responsibility.
Before MSN and/or PaDi Partner can distribute salary funds through the PaDi Feature, The User is required to carry out a transfer of all salary funds to the account number or virtual account provided by MSN in accordance with the amount of salary funds that will be distributed on current month according to the instructions that have been made in the previous PaDi Feature. MSN’s receipt of salary funds for transfers or transfers from the User will follow the operating hours applicable to the sending and receiving banks.
MSN and/or PaDi Partner will distribute salary funds to each User’s employee in accordance with the data or information that are inputted and instructed by the User. In the event that the total amount of salary funds received by MSN in an MSN account or virtual account is less or does not correspond to the amount of funds that should be, then MSN will not process the distribution of salary funds to User employees and all consequences that occur are not MSN’s responsibility.
PaDi Feature will automatically transfer the funds to all User’s employee accounts that have been previously registered by the User. Depending on the transfer method used, salary funds that have been declared successfully transferred in the system on the PaDi Feature will be distributed to each User’s employee in accordance with the terms and conditions applicable on MSN at that time and with the following estimates:
- transfer between banks (Bank BCA, Bank Mandiri or according to the virtual account available on MSN), will be received in the User’s employee account in real time, except for the amount of salary funds that distributed in excess of IDR 250.000.000 will follow the provisions of point 2.6.3 below;
- before 14.00 WIB, it will be received in the User’s employee account according to the date provided or no later than same day; or
- after 14.00 WIB, or the amount of salary funds in excess of IDR 250.000.000 or have a different recipient bank, then will be received in the User’s employee account on the next Business Days.
If the use of PaDi Feature to the User’s employee is complete, the User will receive a notification via electronic mail or Talenta Product stating that all salary funds have been successfully delivered.
Other than the Usage Fee as mentioned on the Quotation Form/Usage Agreement, the User understands and comprehends that MSN or PaDi Partner may charge certain fees in connection with the implementation of this PaDi Feature.

Operational Times

The operational times of customer service by MSN is from Monday to Saturday from 09.00 to 18.00 WIB or other times that may be determined and set from time to time (“Operational Times”).
If there is system maintenance on Talenta Product and/or PaDi Feature by either MSN or PaDi Partner during Operational Times, the transaction will be processed after the system maintenance process is complete. MSN will notify the User in writing within a reasonable period of time regarding the need for system maintenance.
MSN will provide operational assistance services in connection with the implementation of the PaDi Feature which is limited to the Operational Times in a reasonable and sufficient manner using methods determined by MSN from time to time.

Limitation of Liability

MSN is not responsible for the purpose and motives of transactions carried out and for the benefits used by the User or Admin or other employees of the said User. If MSN finds the transaction that is considered suspicious and/or unlawful, MSN has the right to investigate the transaction, suspend the transaction, terminate the PaDi Feature and/or take other actions as necessary to overcome the problem either with or without prior notification to the User based on applicable laws and regulations, orders from law enforcement officials, or based on internal MSN policies. The User, Admin and/or other employees of the User concerned hereby declare (i) to be subject to all series of investigation processes carried out by MSN or authorized law enforcement officials; and (ii) all losses resulting from investigations into transactions, suspension of transactions, termination of the PaDi Feature and/or other actions will be borne entirely by the User and/or the User’s employees.
The User fully agrees to release MSN from all forms of liability, including but not limited to all costs, damages, compensation obligation and/or expenses, whether direct or indirect, arising as a result of all forms of negligence, violations and/or proven crimes carried out by the User and/or their affiliates due to the use of PaDi Feature or any consequences arising from and/or in connection with the use of PaDi Feature.
Any errors in the information entered in Talenta Product and PaDi Feature by User’s administrators or representatives, including but not limited to, User’s employee names, salary fund amounts and/or User’s employee account numbers are the User’s sole responsibility, and MSN cannot cancel transaction if the transaction status is successful.
MSN will provide PaDi Feature services according to the User’s instruction through Talenta Product or PaDi Feature. In the event that there is loss suffered by the User due to the use of the PaDi Feature which is proven to be caused by MSN’s error or negligence in implementing these PaDi TnC, MSN will provide compensation for the User’s claims, demands and/or lawsuits with the maximum amount of compensation as regulated under the above Talenta Usage Terms and Conditions. For the avoidance of doubt, to the extent permitted by applicable law, MSN will be exempted from any claim arising from:
- The usage of PaDi Feature that is not in accordance with the provisions of the PaDi TnC or applicable legal provisions;
- There is an error or negligence caused by the User;
- Error data/information on the use of the PaDi Feature received by MSN from the User;
- If the PaDi Feature cannot be implemented due to a bank blocking the sender’s and/or recipient’s bank account; and/or
- Delays or disruptions caused by delays or disruptions to the PaDi Partner’s system.

Miscellaneous

In the event that the User terminates the use of PaDi Feature, the User must provide written notification to MSN no later than 30 (thirty) calendar days before the effective date of termination.
MSN has the right at any time to change these PaDi TnC as well as the PaDi Feature operation manual in any form and will notify the changes in writing to the User through reasonable media determined by MSN.
The User hereby agrees to use the PaDi Feature in accordance with the provisions set out in these PaDi TnC, and the use of this PaDi Feature is the responsibility of the User whether used directly by the User and/or by the User’s employees.

Specific Terms and Conditions

on Mekari Flex Product Usage

These terms and conditions only apply if the User uses Mekari Flex Product. MSN may require the User to sign the Service Activation Form in connection with activating the Mekari Flex Product.

Thank you for your trust in Mekari Flex’s product. By using any service and/or product provided by PT Mid Solusi Nusantara (“MSN”), You, the company and/or business where You have given permission or authority to represent You (“the User”) agree to the Mekari Flex Product Usage Terms and Conditions (“Product”) below as well as all other related terms, policies, and documentation implemented by Mekari Flex from time to time (“Terms and Conditions”).

MSN may review and modify these Terms and Conditions from time to time, at its sole discretion,. The User acknowledges and agrees that the User must check these Terms and Conditions from time to time to find out the latest conditions or information regarding the Product usage conditions provided by MSN.

Definition

“Affiliation” means, in relation to any Party, any other party that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with that Party. For purposes of this definition, the term “control” (including its appropriate meaning, the terms “controlling”, “controlled” and “under common control of”), as intended for a person, shall mean (i) the ownership, possession or control (directly or indirectly) of 51% (fifty-one percent) or more of the shares with voting rights of that person; or (ii) the ability to directly take away 51% (fifty-one percent) or more of the voting rights usable in a general meeting of a party in part, or in whole, or (iii) the right to appoint or replace a majority of the directors of that party.
“Mekari Flex App” means a digital platform, software, or technology services that are created, developed, managed, and owned by MSN or its Affiliation that contain financial management services and additional benefits such as Product, for User and Employee as may be amended and modified from time to time.
“Service Fee” means the amount of service or administration fee earned by MSN for each Transaction on Products used by Users or Employees, the amount of which will be determined in the Mekari Flex App.
“Data” means any data, information and documents submitted by User to MSN or obtained by MSN and its Affiliation in the event that User is accessing and using the Product for the purposes of implementing KYC and these Terms & Conditions.
“Deposit” means the amount of funds, subject to the Flex Benefit Product provision under Point D herein, that is deposited (top-up) by the User to MSN through a virtual account that is provided by MSN or a Partner.
“Force Majeure” means that includes but is not limited to earthquakes, whirlwinds, landslides, floods, fires, pandemic explosions, natural disasters, wars, riots, terrorism, power struggles, sabotage, embargoes, mass strikes, drastic political/economic changes, corroborated or not by statements from the competent authorities thereof, and the promulgation of new laws and regulations that directly or indirectly affect the implementation of these Terms & Conditions.
“Salary” means the wages of Employees received from the User in accordance with their employment agreement, as well as Law of the Republic of Indonesia No. 13 of 2003 concerning Manpower (as last amended by Government Regulation in Lieu of Law of the Republic of Indonesia No. 2 of 2022 concerning on Job Creation) and its implementing regulations, as may be amended from time to time.
“Calendar Days” means all days in a calendar year starting from Monday to Sunday, including public holidays and/or joint holidays determined by the Government of the Republic of Indonesia.
“Business Days” means days other than Saturday, Sunday, and national official holidays, on which the bank conducts its business activities and conducts clearing activities in accordance with Bank Indonesia regulations.
“Employee” means an employee, worker, laborer or partner of the User who is bound by a valid employment or partnership agreement and meets the requirements that is determined by MSN’s sole discretion to use the Mekari Flex App.
“KYC” means Know Your Customer, which is activity performed by MSN or Affiliation to determine the identity of the Users and Employees, monitor transaction activities, and include reporting suspicious Transactions.
“Partner” means any third party working with MSN and its Affiliation that may assist MSN in accommodating this Terms and Conditions.
“Product” means the benefits and benefits management services for Employees contained in the Mekari Flex App, including (i) Flexible Benefit, (ii) Flex Installment, and/or (ii) Earned Wage Access or Accessible Salary (“EWA”), as well as other products and/or services that may be added, modified, or changed from time to time by MSN and as agreed by the Parties under Point D herein.
“Reconciliation” means the process of examining, matching and adjusting the data and records held by the Parties in connection with the execution of this Terms and Conditions.
“Transaction” means any activity or activity in the form of buying and selling or borrowing for Products requested and completed by Employees in the Mekari Flex App.

Scope of Work

The User hereby appoints MSN to provide the Product (as relevant) to their Employee, and MSN hereby accept such appointment, subject to this Terms and Conditions.
The User understands and acknowledges that Mekari Flex App and each Product therein can be addressed to its Employee for Transactions, and the User hereby represents and warrants that it will be responsible for all Transactions and actions taken by its Employee. In the event that the context determines to do so, then the references to User will include the Employee, and vice versa.

General Policy of the Product Usage

MSN must provide the Product to User pursuant to the agreement of the Parties as set forth in the Appendix 1 Terms and Conditions herein, with a list, prices and associated fees, including the Service Fee as may be amended from time to time upon a prior notice from MSN to User or Employee, including Mekari Flex App, electronic mail (email), and/or other media determined from time to time by MSN in its sole discretion.
MSN, in its sole discretion or as required by the Partner, entitle to determine:
1. the method of use, payment, deposit, or Transaction of any Product by User or Employee;
2. the Service Fee for Transaction on each Product;
3. the penalties for any failure or late payment of the use of the Product;
4. the balance usage limit or Transaction limit for each Product that can be used by the Employee, either with or without User’s consent; and
5. the balance refund or Transaction limit that can be used by the Employee.
The User hereby understand and agree to this following matter in the event that the payment has not been or is not made by the User or the amount of Deposit, specifically for the Flexible Benefit Product, from User is insufficient to settle the Transaction on the Product, then such Transaction can not be carried out.
In the event that this Terms and Conditions expires or is terminated prior the Terms and Conditions period, the User (i) may continue to use the remaining Deposit until expire, and (ii) must pay any outstanding, without limitation to any other right and/or interest that is owned or probably owned by MSN under the applicable laws and regulations or any other article of this Terms and Conditions.
Any taxes arising out of or in connection with these Terms and Conditions and its implementation are the responsibility of each Party in accordance with the applicable tax laws and regulations. Each Party undertakes to assist the other Party in reasonable manner for the compliance of applicable tax laws and regulations from time to time in connection with the implementation of these Terms and Conditions.

Specific Policy of Product Usage

EWA Product

The maximum limit of EWA Product given by MSN is IDR 5,000,000 (five million Rupiah) (“EWA Product Limit”). The User may decide the EWA Product’s Limit which will be (i) agreed in advance by MSN, and (ii) given to each Employee which in any condition shall not exceed the EWA Product Limit.
The Service Fee for EWA Product usage, depending on the used amount of EWA Product Limit, will be determined at MSN’s sole discretion.
The usage period of EWA Product (cut-off) is as set forth at the beginning of this Terms and Conditions.
MSN will send the relevant invoices, tax invoices, and EWA usage statements to the User on the date at the beginning of this Terms and Conditions. The User must repay the used EWA at the due date in accordance with the information as stated at the beginning of this Terms and Conditions.
The User must pay the EWA late payment penalty of 0.1% (zero point one percent) per day of late payment of the total unpaid bill.
The EWA can be reused after User makes a complete and full payment.
The EWA Product Limit and its Service Fee will and always refer to the terms that are set by MSN as per the information of Mekari Flex App and/or through other communication media that are set by MSN from time to time. MSN will inform the User of any changes to EWA Product Limit and Service Fee. Therefore, the User understands and acknowledges that the EWA Product Limit and Service Fee are subject to change, thus the User agrees that the changes will be effective in accordance with the date to be notified in the future and the applicable version is the last version received by the User.

Flex Installment Product

The Employee who wishes to use the Flex Installment Product must (i) activate the account first, (ii) agree to the terms and conditions, and (iii) submit the Data that is required for KYC purposes by MSN or Partner. MSN or Partner has the rights to request additional Data if the result of the submitted Data verification and assessment are not appropriate or complete.
MSN or any relevant Partner reserves the right, in its sole discretion, to determine the approval or rejection of an Employee’s application for the Flex Installment usage.
Any Employee whose application is approved, and wishes to use the Flex Installment facility must sign a funding agreement with the Partner within the procedures that is determined by the Partner which might be assisted by MSN.
MSN or the Partner will inform the limit of Flex Installment for each of the Employee whose the application is approved and have applied for the facility, which is maximum of 2 (two) times of his or her Salary (“Flex Installment Product Limit”).
The Service Fee for any Transaction of Flex Installment Product is as stipulated in the Mekari Flex App.
MSN will send the Employee usage statement of Flex Installment Product along with the invoice to the User via email for the loan funds repayment pursuant to this Terms and Conditions or by Employees in accordance with the loan agreement that applies to them.
The User or the Employee must pay a late payment penalty for the fund loans repayment from Flex Installment of 0.1% (zero point one percent) per day of late payment of the total unpaid bill.
Flex Installment Product Limit and its Service Fee will and always refer to the terms that are set by Partner and/or MSN as per the information of Mekari Flex App and/or through other communication media that are set by MSN from time to time. MSN will inform User of any changes to Flex Installment Product Limit and Service Fee. Therefore, the User understands and acknowledges that Flex Installment Product Limit and Service Fee are subject to change, thus User agrees that the changes will be effective in accordance with the date to be notified in the future and the applicable version is the last version received by the User.

Flex Benefit Product

The User must top up the Deposit to the virtual account provided by MSN in terms of using Flex Benefit Product.
The Employee can carry out Transactions on Flex Benefit Product by using the Deposit, in accordance with the policies that are set by the User.
The Employee will be given a usage or Transaction limit for every month, in accordance with the policies and settings that are determined by the User (if specifically stipulated).
If the Deposit has run out, Employees cannot make transactions until the User has made another Deposit.

Employee Status Change

The User must inform MSN for every changes of the status and number of Employee with the following terms:

Salary Changes: no later than 1 (one) Working Days before the changes become effective.
Addition or reduction of Employee numbers: no later than 1 (one) Working Days before the addition or reduction become effective.

In the event that the User does not follow these terms, MSN will process the Transaction with the previous effective data and MSN is not responsible for any impact thereby.

Operational Time

The operational time of Transaction is as set forth on Mekari Flex App. If there is a system maintenance at a certain operational time, the Transaction will be processed after the maintenance is complete.

Implementation of the Product Usage

The User hereby agrees to use Mekari Flex App and conduct Transaction on the Product based on the terms and condition stipulated herein, and the usage of Mekari Flex App along with the Transaction of such Product either by User or Employee is the full responsibility of User.
The Parties acknowledge and agree that in the implementation of these Terms and Conditions, MSN may be assisted by and cooperated with MSN’s Affiliation or Partner’s Affiliation. For the avoidance of doubt, MSN’s Affiliation or Partner’s Affiliation may conduct marketing, explanation, collection or other action permitted by the applicable laws and regulations in connection with the usage of the Product.
The Parties agree that nothing in this Terms and Conditions shall create and enforce an employment relationship between the Parties, including between MSN and Employee or transfer an Employee’s employment relationship from the User to MSN. The User is the only Party who is responsible for the employment relationship between the User and the Employee.
MSN will activate the Mekari Flex App to the User after the User meets the requirements as set forth and may be changed by MSN from time to time, as follows:
1. The User must register, verify and submit the Data in connection with KYC to MSN, whether relating to the User and/or Employee;
2. The User undertakes to obtain consent from all owners of the personal data related to the Employee’s Data in connection with the acquisition, storage, usage, processing, control, disclosure, transfer and/or transmission of such Data by each Party in connection with the implementation of this Terms and Conditions;
3. The User shall appoint its officer or representative in connection with the activation and use of the Mekari Flex App who have sufficient and full capacity, provided that the User will not cancel this Terms and Conditions on the grounds that this Terms and Conditions is invalid because it is not represented by a valid representative.
MSN together with its Partner must provide the consumer complaint service, in cooperation with the User, to Employee provided that the User can only forward consumer complaints from Employee if the status of Transaction on the Product is unsuccessful but has been paid by the Employee by including data, information and documents required by MSN and/or Partner.
MSN is entitled to conduct Transaction for any Product used by the Employee of User through the Mekari Flex App, either with or without integrating information or electronic systems belonging to the User. The User acknowledges and agrees that all the consequences, obligations and/or responsibilities arising from or in connection with the implementation of Transactions on each Product by Employees on the Mekari Flex App are the User’s full responsibility.
MSN will send Product usage report to the User along with the invoices in connection with Transactions on Products made by all Employees, and the User must pay based on the value stated in the invoice by way of transfer to the bank account and at the latest time determined by MSN in the invoice.
The Parties agree and acknowledge that the Transaction data, including but not limited to data regarding the type and number of Products that Employee have made Transactions with, will refer to the data that are controlled or maintained by MSN, except in the event of an actual error or omission by MSN as can be proven by the User. In the event of any discrepancy between the Parties or discrepancies regarding the Transaction data, the amount of payment or certain fees in connection with the execution hereof, the Parties will promptly and in good faith discuss and reconcile in order to seek resolution of such matters.
The User must ensure and be responsible for the fulfillment of all payment obligations arising from the usage of the Mekari Flex App by the Employee. MSN is entitled to collect directly or indirectly through each Partner to the User and/or Employee for any failure or late payment of any Transaction for Products in the Mekari Flex App that have been used and completed by the User and/or Employee.
The User understands and agrees that at MSN’s sole discretion, MSN is entitled to investigate or inquiry, terminate, revoke and/or deny access to the Product and/or Mekari Flex App temporarily or permanently, in part or in a whole, with/without prior notice, if the following events occur (i) the User does not fulfill the payment terms as set forth in this Terms and Conditions, (ii) there is any indication of fraud, data theft, fraud, failure to fulfill any or all of this Terms and Conditions, violation of the terms of this Terms and Conditions and/or applicable laws and regulations or any other cause, therefore any loss arising from such actions is not the responsibility of MSN.
The User are prohibited from, and shall ensure that every Employee also obey and comply with the following restrictions:
1. commit any act or attempt to hack, or intentionally and without rights, or unlawfully, or without the prior written consent of MSN to perform any act or attempt that may alter, add, subtract, transmit, damage, eliminate, move, or hide any electronic information in connection with the system, device, network and/or Mekari Flex App in any way, or send anything that may interfere with or hinder the performance of system, device, network and/or Mekari Flex App; and/or
2. use or attempt to use system, device, network and/or Mekari Flex App for any purpose other than for the purposes referred hereto.

Representations, Warranties and User’s Prohibition

The User hereby represents and warrants that:
1. It is a legal entity or business entity which establish under the law of Republic of Indonesia and has a full authority to implement this Terms and Conditions;
2. The person who signs the Terms and Conditions and other documents which are derivatives and/or supplements to the Terms and Conditions (as relevant) is a person who entitled and authorized to represent their party according to the articles of association or acting based on a valid power of attorney;
3. It has all legal consent and authority from the personal data owner (Employee) to be processed in carrying out the agreement as regulated in this Terms and Conditions.
4. all data, information and documents created or submitted in writing in connection with these Terms and Conditions are complete, precise, correct and in accordance with actual conditions;
5. all Employees who are registered and given access to the Product are legitimate employees; and/or
6. there are no ongoing lawsuits, actions or lawsuits that could materially affect the ability to carry out its obligations under these Terms and Conditions and/or affect their validity.
During the Term and as long as the User using the Product, the User prohibited to:
1. Sublicense, rent, lend, or distribute Product to the other party for any purpose, including to obtain any profit;
2. Falsify the data, information or documents regarding to the registered User or Employee;
3. Make use of the Product or take action related to the Product other than as expressly permitted in accordance with this Terms and Conditions;
4. copy, translate, disassemble, decompile or reverse engineer the Product including creating or attempting to create a source password for the Product password; and/or
5. make modifications or add-ons to the Product without prior written approval from MSN.
In the event that there is a violation of the provisions of paragraph 1 or paragraph 2 above, whether intentional or not, MSN has the right to terminate the agreement before the end of the Term.

Indemnification and Limitation of Liability

If the User (and/or its affiliated company that uses the Product (as relevant)) suffers a real loss when using the Product during the Term which has been proven to be caused by direct error or negligence by MSN, then the User can submit a request for compensation to MSN.
Under any circumstances, the limit of compensation that can be provided by MSN in connection with losses suffered by the User as referred to in paragraph 1 above is the maximum amount of the cost of using the Product that has been paid by the User to MSN (excluding applicable taxes) subject to the terms as follows:
- The User is required to submit a request for compensation to MSN no later than 30 (thirty) calendar days after the loss occurs or since the User becomes aware of loss that the User has experienced, whichever occurs first;
- If the User uses the Product together with other user affiliates and real losses are only experienced by certain User affiliates, then MSN will only compensate the User for a maximum of the usage fees that has been paid as relevant for the related affiliate; and
- Damages paid by MSN are limited to the Product usage fees paid for the User’s (and/or related affiliate’s) current Term. However, if the User’s current term is more than 12 (twelve) months, the calculation of compensation will be limited to a maximum of 12 (twelve) months.
MSN has sole discretion in determining the amount of compensation to be paid to Users based on internal checks conducted through the MSN system. The compensation provided by MSN is final and binding, so that by receiving compensation from MSN, the User guarantees that there are no bills, costs, claims, demands or other obligations that have arisen or may arise, which can be billed by the User to MSN in connection with matters regulated in this Article.
MSN shall not be liable for any losses, claims, expenses, damages, liabilities or costs arising from:
- User’s violation of any provision in this Terms and Conditions;
- Usage of the Product by parties who are unauthorized or granted access by the User unlawfully;
- If there is a defect or liability caused by the User including modifications or add-ons made without the approval of MSN;
- The Product is used in together with any third party software or product for which the User does not have sufficient rights from the third party vendor for such use;
- usage of the Product that is not made in accordance with the provisions of these Terms and Conditions or other technical provisions that apply to Users, including but not limited to the user guide; and/or
- Non-fulfillment of the requirements mentioned in paragraph 2 above.
To the maximum extent permitted by applicable law, MSN shall not be liable to the User (or person claiming rights derived from the rights of others) for any actual or anticipated loss of revenue, profits, contracts or business (whether directly or indirectly, loss of data, and/or any incidental, indirect or consequential loss, in any event arising based on or in connection with these Terms and Conditions, whether by contract, tort, unlawful act (including negligence), violation of duties under law or otherwise.

Warranty of the Product

MSN always strives to keep the Products safe to use, comfortable and functioning properly, but MSN cannot guarantee a continuous operation or perfect access to the Products. The User understands and agrees that the Products used by the User are “as is” and “as available” and cannot be changed, modified, or adapted to special requests from the User.
MSN warrants that Product will conform to specifications as stated in the Terms and Conditions, the warranty does not apply if:
- Product is not being used in accordance with this Terms and Conditions; or
- There is a User’s non-compliance in using the Product, including caused modification or add-ons made by the User without MSN’s approval.
MSN will keep the Product safe, comfortable and functioning properly to use, but MSN cannot guarantee a perfect Product. In the event that there are problems and/or disruptions to the Product, MSN will immediately resolve them.
MSN refuses whole representations, warranties, conditions or guarantees relating to the Products other than as set forth in this Terms and Conditions.

Confidentiality

Any and all information related to the party who provides the confidential information (“Disclosing Party”), either directly or indirectly provided by the Disclosing Party to the recipient of confidential information (“Receiving Party”) in connection with the implementation of this Terms and Conditions is considered confidential (“Confidential Information”), but not including the information that are:
- Already known by the Receiving Party on the date of Confidential Information disclosed by the Disclosing Party and was not obtained or originated from the Disclosing Party, affiliated company or through other parties who has confidentiality obligations;
- On the disclosing date, the Confidential Information has been known by public or become part of the public;
- Obtained by the Receiving Party itself from the third party who is entitled to disclose such Confidential Information at the time it is requested by the Receiving Party; or
- Has been developed by the Receiving Party prior to the disclosure date of the Confidential Information.
Disclosure and utilization of the Confidential Information by the Receiving Party can only be carried out for the purpose of the Product usage and the Confidential Information that is restricted to be disclosed in front of the public and/or any third party without prior written approval by the Disclosing Party. Confidential Information shall not be allowed to be used for the benefit of the Receiving Party itself or which may harm the Disclosing Party and must be carried out in accordance with this Terms and Conditions and applicable laws in Indonesia.
If the Confidential Information must be disclosed due to the applicable provisions or by the order or decision of the authorized government, the disclosure of the Confidential Information must be informed to the Disclosing Party as soon as possible.
This article regarding Confidentiality will remain in effect continuously even if these Terms and Conditions expire or are terminated.

Intellectual Property Rights

No intellectual property rights or licenses of any kind, including those relating to Confidential Information, are hereby or otherwise granted or transferred, either directly or indirectly, under any copyright, patent or other right of the Party to another Party.
The Product that is used by the User shall constitute as the Product that is created, developed and managed by MSN. By using the Product, the User granted limited license, non-exclusive, non-transferable, and time-limited license in accordance with the Term herein. Granting by MSN to use the Product and such license shall not transfer any intellectual property rights or other inherent rights attached to Product owned by MSN to the User.

Data Security

All information and data obtained by MSN from the User in accessing and using the Product (hereinafter referred to as “Data“), the User grants the approval to MSN to:
- obtain, access, and store the Data as entered by the User to the Product in order to optimally access and use the Product;
- collect personal information from and about the User, including but not limited to names, company names, e-mail addresses, telephone numbers and other personal data when the User creates an Account and uses the features available in the Product;
- use the Data that is not identified as personal to optimize the Product, help MSN to know how the User uses the Product, to observe and assess the effectiveness of the Product, find and resolve issues in the Product, and develop Product for the benefit of the User;
- delete all Data uploaded by the User that is contradict with this Terms and Conditions and applicable laws;
- based on the permission of the User by portal user consent to provide Data to a third party if necessary to accommodate the requirements of the Product usage; and
- deliver the service announcements, administrative messages, and other information to the User related to the Product usage.
MSN shall take all reasonable measures in accordance with applicable laws to maintain the confidentiality of all Data and Confidential Information obtained by MSN from the User.
All Data and Confidential Data obtained by MSN from the User shall not be disclosed to the third party, unless permitted by the User and MSN shall not be held liable for the usage of such Data and Confidential Information by such third party.
In the event of obtaining, processing/usage, storage, dissemination, and destruction of the personal data of the User, MSN shall always be in compliance with the provision and regulation stipulated in the applicable laws and regulations with regards to the protection of personal data.
The User is subject and shall comply with any terms and conditions and privacy notice enforced by MSN.

Applicable Law and Dispute Resolution

This Terms and Conditions shall be governed and interpreted in accordance with the laws of the Republic of Indonesia.
All disputes arising between the Parties related to the implementation and interpretation of this Terms and Conditions will be settled amicably, within 30 (thirty) days since the dispute is informed to the other Party.
Prior to contacting the other Party directly to negotiate in order to settle the issue or dispute, the Parties agree to not announce, make writings or copies on online media and offline media that may put the other Party in recessive circumstances.
In the event that there is no consensus reached as stipulated in paragraph 2 of this Article, then the Parties agree to settle the dispute at the District Court of Central Jakarta.
While the dispute is still under the settlement process, the Parties remain obliged to perform their respective obligation that must be fulfilled in accordance with this Terms and Conditions and/or Usage Terms and Conditions (as relevant).

Force Majeure

In the occurrence of a Force Majeure, which results in the inability to perform the obligations of the Parties under this Agreement, then:

The Party experienced Force Majeure must notify in writing to the other Party at the latest 5 (five) business days and shall use its best effort to restore its ability within the shortest time possible and keep the other Party informed regarding its plan to anticipate and mitigate the effects caused by the Force Majeure.
If the Force Majeure event prevents or delays the performance of the provisions of this Terms and Conditions for 30 (thirty) calendar days, the Parties must communicate to anticipate and mitigate the effects caused by such event. If a consensus is reached, then this Terms and Conditions may be postponed and modified or terminated with a mutual consent between the Parties, provided that all rights and obligations of each Party that arises prior to the occurrence of the Force Majeure, are still mandatory to be performed by each Party.
If this Terms and Conditions cannot be performed due to a Force Majeure, all consequences arising from the non-performance of this Terms and Conditions shall be the responsibility of each Party and a Party cannot file a claim against the other Party for the non-performance of the Terms and Conditions and the Party whom affected by Force Majeure shall not be deemed has violated or breached this Terms and Conditions. Each Party affected by the Force Majeure event must give a written report to the other Party on its inability to fulfill the obligations set out in this Terms and Conditions as a result of the above matters.

Duration and Termination

This Terms and Conditions are effective for the period as written on the document, form, agreement signed by the Parties, or as long as the User using the Product, unless there is a written notification from one Party to the other Party not to extend the term of this Terms and Conditions (“Term”).
MSN, at its sole discretion, may unilaterally terminate this Terms and Conditions by submitting a written notice to the User no later than 30 (thirty) Calendar Days before the effective date of such termination.
In the event that the User wishes to terminate the Product usage before the expiration of the Term, then (i) the User must inform in written notice to MSN no later than 30 (thirty) calendar days before the expiration of the Term, (ii) the User must pay the usage fee of Product until the end of the Term, and (iii) MSN could not do refund to the Product usage fee that has been paid by the User to MSN.
Termination by the User will not eliminate the obligations that must be fulfilled by each Party that have not been carried out, unless otherwise agreed in writing by the Parties.

Miscellaneous

Transferability. Either Party is unable to transfer the rights and obligations arising from the implementation of this Terms and Conditions to the third party without written consent of the other Party.
Entirety. This Terms and Conditions contain the consensus between the Parties and replace all consensus and agreement related to the content of this Terms and Conditions, and all written and verbal consensus between the Parties in connection with the matters that have been agreed in this Terms and Conditions.
Waiver. No delay nor negligence of any Party to implement or enforce at any time any rights or provisions in this Terms and Conditions that will be deemed as the waiver against it, unless expressly in writing.
Interpretation. Titles, bold, and underline of certain terms in this Terms and Conditions are merely intended to emphasize the words and shall not affect the definition of such words.
Severability. If any provision or part of a provision of this Terms and Conditions are invalid, void, unenforceable or illegal due to any applicable law, the invalidity of such provision shall not annul all the requirements and provisions under this Agreement. The Parties agree that the remaining provisions of this Terms and Conditions shall continue in full force and effect and the Parties will endeavor to amend any invalid, void, unenforceable or illegal provision to be in accordance with the applicable laws in Indonesia.
Account Freeze. The User understands and agrees that based in MSN’s sole discretion, MSN has the right to terminate, revoke and/or refuse access to the Product, partially or completely and either temporarily or permanently, with/without prior notification, if it is suspected the following occurs (i) The User does not comply with the payment conditions as set out in this Terms and Conditions and/or Usage Terms and Conditions (as relevant), (ii) there are indications of fraud, data theft, fraud, does not fulfill one or all of this Terms and Conditions, a violation of the provisions of this Terms and Conditions and/or applicable laws or other causes, therefore any losses arising from those actions are not the responsibility of MSN, and MSN in any case is not obliged to provide any compensation to the User for this matter.

Specific Terms and Conditions

of Mekari Expense Product Usage

These terms and conditions only apply if the User uses Mekari Expense Product. MSN may require the User to sign the Service Activation Form in connection with activating the Mekari Expense Product.

Thank you for your trust in using of the Mekari Expense product. By using any services and/or product provided by PT Mid Solusi Nusantara (“MSN”), You, the company and/or business where you have given permission or authorization to represent You (“User”) hereby agree to the Terms and Conditions of Mekari Expense Product Usage (“Product”) below as well as all other related terms, policies, and documentation implemented by Mekari Expense by time to time (“Terms and Conditions”).

MSN may review and modify these Terms and Conditions from time to time by its sole discretion. The User acknowledges and agrees that the User must check from time to time to find out the latest condition or information regarding the Product usage conditions provided by MSN.

Definition

“Affiliation” means, in relation to any Party, any other party that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with that Party. For purposes of this definition, the term “control” (including its appropriate meaning, the terms “controlling”, “controlled” and “under common control of”), as intended for a person, shall mean (i) the ownership, possession or control (directly or indirectly) of 51% (fifty-one percent) or more of the shares with voting rights of that person; or (ii) the ability to directly take away 51% (fifty-one percent) or more of the voting rights usable in a general meeting of a party in part, or in whole, or (iii) the right to appoint or replace a majority of the directors of that party.
“Product” means digital platform, software or technology services in the form of an application named Mekari Expense which was created, developed, managed and owned by MSN, which provides services for managing company operational cost by Employee, as may be changed and modified from time to time.
“Service Fee” means the amount of service or administration fee earned by MSN for each Transaction on Products used by Users or Employees, the amount of which will be determined in the Product.
“Data” means any data, information and documents submitted by the User to MSN or obtained by MSN in the event that the User is accessing and using the Product for the purposes of implementing KYC and these Terms and Conditions.
“Deposit” means the amount of funds, subject to the Agreement, that is deposited (top-up) by the User to MSN through a virtual account that is provided by MSN or a Partner.
“Force Majeure” means that includes but is not limited to earthquakes, whirlwinds, landslides, floods, fires, pandemic explosions, natural disasters, wars, riots, terrorism, power struggles, sabotage, embargoes, mass strikes, drastic political/economic changes, corroborated or not by statements from the competent authorities thereof, and the promulgation of new laws and regulations that directly or indirectly affect the implementation of these Terms and Conditions.
“Calendar Days” means all days in a calendar year starting from Monday to Sunday, including public holidays and/or joint holidays determined by the Government of the Republic of Indonesia.
“Business Days” means days other than Saturday, Sunday, and national official holidays, on which the bank conducts its business activities and conducts clearing activities in accordance with Bank Indonesia regulations.
“Employee” means an employee, worker, laborer or partner of the User who is bound by a valid employment or partnership agreement and meets the requirements that is determined by MSN’s sole discretion to use the Product.
“KYC” means Know Your Customer, which is activity performed by MSN or Affiliation to determine the identity of the Users and Employees, monitor transaction activities, and include reporting suspicious Transactions.
“Partner” means any third party working with MSN and its Affiliation that may assist MSN in accommodating these Terms and Conditions.
“Reconciliation” means the process of examining, matching and adjusting the data and records held by the Parties in connection with the execution of these Terms and Conditions.
“Transaction” means any activity or activity in the form of reimbursement or cash advance for operational cost requested and completed by Employee in the Product.

Scope of Work

The User hereby appoints MSN to provide the Product (as relevant) to its Employee, and MSN hereby accept such appointment, subject to these Terms and Conditions.
The User understands and acknowledges that Mekari Expense Apps including any Product therein can be addressed to its Employee for Transaction can be carried out by the Employee, and the User hereby represents and warranties that it will be responsible for all Transaction and action taken by its Employee. In the event the context determines to do so, then the references to the User will include the Employee, and vice versa.

General Policy of the Product Usage

MSN must provide the Product to User with a list of feature to be used, Service Fee also price and other related fees (if any), and other things that need to be commercially agreed by the Parties, that may be changed from time to time with prior written notice from MSN to the User or Employee, including through the Product, email, and/or other media determined from time to time by MSN in its sole discretion.
1. The method of use, payment, deposit or Transaction by User or Employee;
2. Minimum amount of Deposit;
3. Service Fee for any Transaction;
4. The balance usage limit or Transaction limit that can be used by the Employee, either with or without User’s consent; and
5. The balance refund or Transaction limit that can be used by the Employee.
MSN, in its sole discretion or as required by the Partner (if any), entitle to determine:
The User is required to make a Deposit to MSN by way of transfer to the bank account or virtual account provided by MSN. The User hereby understands and agrees that Transaction can not be carried out in the event the Deposit is insufficient or not made by the User.
In the event these Terms and Conditions expires or terminated prior to the period herein, the User is entitled to ask Deposit refund and remain in its account or virtual account, without limitation to any other rights and/or interest that is owned or probably owned by MSN under the applicable law or any other article in these Terms and Conditions.
Any taxes arising out of or in connection with these Terms and Conditions and its implementation are the responsibility of each Party in accordance with the applicable tax law or regulation. Each Party undertakes to assist the other Party in reasonable manner for the compliance to the applicable tax law and regulation in connection with the implementation of these Terms and Conditions.

Implementation Policy of the Product Usage

The User hereby agrees to use the Product and its Employee who carried out Transaction based on the term and condition stipulated in these Terms and Conditions is the full responsibility of the User.
The Parties acknowledge and agree that in the implementation of these Terms and Conditions, MSN may be assisted by and cooperated with MSN’s Affiliation or Partner. For the avoidance of doubt, MSN’s Affiliation or Partner may conduct marketing, explanation, collection or other action permitted by the applicable laws and regulations in connection with the implementation of these Terms and Conditions.
The Parties agree that nothing in these Terms and Conditions shall create and enforce an employment relationship between the Parties, including between MSN and Employee or transfer an Employee’s employment relationship from the User to MSN. The User is the only one who is responsible for the employment relationship between the User and Employee.
MSN will activate the Product to the User after the User meets the requirements as set forth and may be changed by MSN from time to time, as follows:
1. The User must register, verify and submit the Data in connection with KYC to MSN, whether related to the User or Employee;
2. The User undertakes to obtain consent from all owners of the personal data related to the Employee’s Data, in connection with the acquisition, storage, usage, processing, control, disclosure, transfer and/or transmission of such Data by each Party in connection with the implementation of these Terms and Conditions;
3. The User shall appoint its officer or representative in connection with the activation and use of the Product, who have sufficient and full capacity, provided that the User will not cancel these Terms and Conditions on the grounds that these Terms and Conditions is invalid because they are not represented by a valid representation.
MSN will provide the consumer complaint service, in cooperation with the User, to the Employee regarding problems in using the Product accompanied by information and required documents by MSN (if any).
MSN is entitled to conduct the Product, either with or without integrating information or Data by electronic system belonging to the User. In the event the User intends to change the Data of the User’s Employee who can use the Product, the User must change the Data’s first.
MSN will send content related to the latest information or education to the User and/or Employee regarding the Product usage through any available media.
Employees can carry out Transaction through the Product by obtaining prior approval from the User for each Transaction carried out. In the event the Transaction conducted by an Employee has been approved by the User, the Deposit will be deducted and the funds will be transferred to the Employee’s account which has already been registered and approved in advance. The User comprehends and understands that each successful Transaction will be charged a Service Fee by automatically deducted from the Deposit.
The User acknowledges and understands that MSN is entitled to conduct a deactivation to the Product in case there’s no Transaction within 60 (sixty) Calendar Days consecutively by the User and/or Employee.
The User acknowledges and agrees that any consequences, obligations and/or responsibilities arising from or in connection with the implementation of Transaction on the Product by Employee is the User’s full responsibility. For the avoidance of doubt, MSN is not involved in the managing of User’s company internal discretion with the Employee.
MSN will send and provide the report of Transaction conducted by all Employees to the User, through Product that can be accessed by the User.
The Parties agree and acknowledge that Transaction’s data, including but not limited to data regarding to types and quantities, not only refers to the controlled or managed by MSN, except in the event of an actual error or omission by MSN as can be proven by the User. in the event of any discrepancy between the Parties or discrepancies regarding the Transaction data, the amount of payment or certain fees in connection with these Terms and Conditions, the Parties will promptly and in good faith discuss and Reconcile inorder to seek resolution of such matters.
The User must ensure and be responsible for the fulfillment of all payment obligations arising from the usage of the Product by Employee
The User understands and agrees that at MSN’s sole discretion, MSN is entitled to investigate or inquiry, terminate, revoke and/or deny access to the Product temporarily or permanently, in part or in a whole, with/without prior notice, if the following events occur (i) the User does not fulfill the payment provisions as set forth in these Terms and Conditions, (ii) there is any indication fraud, data theft, money laundering and terrorism financing, or failure to fulfill any or all of this Terms and Conditions, violation of the terms in these Terms and Conditions and/or applicable laws and regulations or any other cause, therefore any loss arising from such actions is not the responsibility of MSN.
The User is prohibited to, and shall ensure that every Employee also obey and comply with the following restrictions:
1. Commit any or attempt to hack, or intentionally and without rights, or without prior written consent of MSN to perform or attempt that may alter, add, subtract, transmit, damage, eliminate, move, or hide any electronic information in connection with the system, device, and/or network to the Product in any way, or send anything that may interfere with or hinder the performance system, device and/or Product’s network; and/or
2. Use or attempt the use, device and/or Product’s network for any purpose other than for the purposes referred hereto.

Representations, Warranties, and User’s Prohibition

The User hereby represents and warrants that:
1. It is a legal entity or business entity which establish under the law of Republic of Indonesia and has a full authority to implement these Terms and Conditions;
2. The person who signs the Terms and Conditions and other documents which are derivatives and/or supplements to these Terms and Conditions (as relevant) is a person who entitled and authorized to represent their party according to the articles of association or acting based on a valid power of attorney;
3. It has all legal consent and authority from the personal dana owner (Employee) to be processed in carrying out the agreement as regulated in these Terms and Conditions;
4. All data, information and documents created or submitted in writing in connection with these Terms and Conditions is complete, precise, correct and in accordance with actual conditions;
5. All Employees who are registered and given access to the Product are legitimate Employees; and/or
6. There are no ongoing lawsuits, actions or lawsuits that could materially affect the ability to carry out its obligations under these Terms and Conditions and/or affect their validity.
During the Term and as long as the User using the Product, the User prohibited to:
1. Sublicense, rent, lend, or distribute the Product to other party for any purpose, including to obtain any profit;
2. Falsify the data, information or documents regarding to the registered User or Employee;
3. Make the use of the Product or take action related to the Product other than as expressly permitted in accordance with these Terms and Conditions;
4. Copy, translate, disassemble, decompile, or reverse engineer the Product including creating or attempting to create a source password for the Product password; and/or
5. Make modifications or add-ons to the Product without prior written approval from MSN.
In the event that there is a violation of the provisions of paragraph 1 or paragraph 2 above, whether intentionally or not, MSN has the right to terminate the agreement before the end of the Term.

Indemnification and Limitation of Liability

If the User (and/or affiliated company that uses the Product (as relevant)) suffers a real loss when using the Product during the Term which has been proven to be caused by direct error or negligence by MSN, then the User can submit a request for compensation to the MSN.
Under any circumstances, the limit of compensation that can be provided by MSN in connection with losses suffered by the User as referred to in paragraph 1 above is the maximum amount of the cost of using the Product that has been paid by the User to MSN (excluding applicable taxes) subject to the terms as follows:
1. The User is required to submit a request for compensation to MSN no later than 30 (thirty) calendar days after the loss occurs or since the User becomes aware of the loss that the User has experienced, whichever occurs first;
2. If the User uses the Product together with other User’s affiliates and real losses are only experienced by certain User affiliates, the MSN will only compensate the User for the maximum of the usage fee that has been paid as relevant for the related affiliates; and
3. Damages paid by MSN are limited to the Product usage fees paid for the User’s (and/or related affiliate’s) current Term. However, if the User’s current Term is more than 12 (twelve) months, the calculation of compensation will be limited to a maximum of 12 (twelve) months.
MSN has sole discretion in determining the amount of compensation to be paid to the User based on internal checks conducted through the MSN system. The compensation provided by MSN is final and binding, so that by receiving compensation from MSN, the User guarantees that there are no bills, costs, claims, demands or other obligations that have arisen or may arise, which can be billed by the User to MSN in connection with matters regulated in this Article.
MSN shall not be liable to any losses, claims, expenses, damages, obligations, or costs arising from:
1. User’s violation of any provision in these Terms and Conditions;
2. Usage of the Product by parties who are unauthorized or granted access by the User unlawfully;
3. If there is a defect or liability caused by the User including modifications or add-ons made without the approval of MSN;
4. The Product is used in together with any third party software or product for which the User does not have sufficient rights from the third party vendor for such use;
5. usage of the Product that is not made in accordance with the provisions of these Terms and Conditions or other technical provisions that apply to User, including but not limited to the user guide; and/or
6. Non-fulfillment of the requirements mentioned in paragraph 2 above.
To the maximum permitted by applicable law, MSN shall not be liable to the User (or person claiming rights derived from the rights of others) for any actual or anticipated loss of revenue, profits, contracts, or business (whether directly or indirectly), loss of data, and/or any incidental, indirect or consequential loss, in any event arising based on or in connection with these Terms and Conditions, whether by contract, tort, unlawful act (including negligence), violation of duties under law or otherwise.

Warranty of the Product

MSN always strives to keep the Product safe to use, comfortable and functioning properly, but MSN cannot guarantee a continuous operation or perfect access to the Product. The User understands and agrees that the Product used by the User are “as is” and “as available” and cannot be changed, modified, or adapted to special requests from the User.
1. Product is not being used in accordance with these Terms and Conditions; or
2. There is a User’s non-compliance in using the Product, including caused modification or add-ons made by the User without MSN’s approval.
MSN warrants that Product will conform to specifications as stated in these Terms and Conditions, and the warranty does not apply if:
MSN will keep the Product safe, comfortable and functioning properly to use, but MSN cannot guarantee a perfect Product. In the event that there are problems and/or disruptions to the Product, MSN will immediately resolve them.
MSN refuses whole representations, warranties, conditions or guarantees relating to the Products other than as set forth in these Terms and Conditions.

Confidentiality

Any and all information related to the party who provides the confidential information (“Disclosing Party”), either directly or indirectly provided by the Disclosing Party to the recipient of confidential information (“Receiving Party”) in connection with the implementation of this Terms and Conditions is considered confidential (“Confidential Information”), but not including the information that are:
1. Already known by the Receiving Party on the date of Confidential Information disclosed by the Disclosing Party and was not obtained or originated from the Disclosing Party, affiliated company or through other parties who has confidentiality obligations;
2. On the disclosing date, the Confidential Information has been known by public or become part of the public;
3. Obtained by the Receiving Party itself from the third party who is entitled to disclose such Confidential Information at the time it is requested by the Receiving Party; or
4. Has been developed by the Receiving Party prior to the disclosure date of the Confidential Information.
Disclosure and utilization of the Confidential Information by the Receiving Party can only be carried out for the purpose of the Product usage and the Confidential Information that is restricted to be disclosed in front of the public and/or any third party without prior written approval by the Disclosing Party. Confidential Information shall not be allowed to be used for the benefit of the Receiving Party itself or which may harm the Disclosing Party and must be carried out in accordance with these Terms and Conditions and applicable laws in Indonesia.
If the Confidential Information must be disclosed due to the applicable provisions or by the order or decision of the authorized government, the disclosure of the Confidential Information must be informed to the Disclosing Party as soon as possible.
This article regarding Confidentiality will remain in effect continuously even if these Terms and Conditions expire or are terminated.

Intellectual Property Rights

No intellectual property rights or licenses of any kind, including those relating to Confidential Information, are hereby or otherwise granted or transferred, either directly or indirectly, under any copyright, patent, or other right of the Party to another Party.
The Product that is used by the User shall constitute as the Product that created, developed, and managed by MSN. By using the Product, the User granted limited license, non-exclusive, non-transferable, and time-limited license in accordance with the Term herein. Granting by MSN to use the Product and such license shall not transfer any intellectual property rights or other inherent rights attached to Product owned by MSN to the User.

Data Security

All information and data obtained by MSN from the User in accessing and using the Product (hereinafter referred to as “Data“), the User grants the approval to MSN to:
1. obtain, access, and store the Data as entered by the User to the Product in order to optimally access and use the Product;
2. collect personal information from and about the User, including but not limited to names, company names, e-mail addresses, telephone numbers and other personal data when the User creates an Account and uses the features available in the Product;
3. use the Data that is not identified as personal to optimize the Product, help MSN to know how the User uses the Product, to observe and assess the effectiveness of the Product, find and resolve issues in the Product, and develop Product for the benefit of the User;
4. delete all Data uploaded by the User that is contradict with this Terms and Conditions and applicable laws;
5. based on the permission of the User by portal user consent to provide Data to a third party if necessary to accommodate the requirements of the Product usage; and
6. deliver the service announcements, administrative messages, and other information to the User related to the Product usage.
MSN shall take all reasonable measures in accordance with applicable laws to maintain the confidentiality of all Data and Confidential Information obtained by MSN from the User.
All Data and Confidential Information obtained by MSN from the User shall not be disclosed to the third party, unless permitted by the User and MSN shall not be held liable for the usage of such Data and Confidential Information by such third party.
In the event of obtaining, processing/usage, storage, dissemination, and destruction of the personal data of the User, MSN shall always be in compliance with the provision and regulation stipulated in the applicable laws and regulations with regards to the protection of personal data.
The User is subject and shall comply with any terms and conditions and privacy notice enforced by MSN.

Applicable Law and Dispute Resolution

These Terms and Conditions shall be governed and interpreted in accordance with the laws of the Republic of Indonesia.
All disputes arising between the Parties in connection to the implementation or interpretation of these Terms and Conditions will be settled amicably, within 30 (thirty) days since the dispute is informed to the other Party.
Prior to contacting the other Party directly to negotiate in order to settle the issue or dispute, the Parties agree to not announce, make writing or copies on online media or offline media related to the such dispute that may put the other Party in recessive circumstances.
In the event that there is no consensus reached as stipulated in paragraph 2 of this Article, then the Parties agree to settle the dispute at the District Court of Central Jakarta.
While the dispute is still under the settlement process, the Parties remain obliged to perform their respective obligation that must be fulfilled in accordance with these Terms and Conditions (as relevant).

Force Majeure

In the occurrence of a Force Majeure, which results in the inability to perform the obligations of the Parties under these Terms and Conditions, then:

The Party experienced Force Majeure must notify in writing to the other Party no later than 5 (five) business days and shall use its best effort to restore its ability within the shortest time and keep the other Party informed regarding its plan to anticipate and mitigate the effects caused by the Force Majeure.
If the Force Majeure event prevents and delays the performance of the provisions of these Terms and Conditions for 30 (thirty) calendar days, then The Parties must communicate to anticipate and mitigate the effects caused by such event. If a consensus is reached, then the performance of these Terms and Conditions may be postponed and modified or terminated with a mutual consent between the Parties, provided that all rights and obligations of each Party that arises prior to the occurrence of the Force Majeure, are still mandatory to be performed by each Party.
If these Terms and Conditions can not be performed due to a Force Majeure, all consequences arising from the non-performance of these Terms and Conditions shall be the responsibility of each Party and a Party cannot file a claim against the other Party for the non-performance of the Terms and Conditions and the Party whom affected by Force Majeure shall not be deemed has violated or breached these Terms and Conditions. Each Party affected by the Force Majeure event must give a written report to the other Party on its inability to fulfill the obligations set out in these Terms and Conditions as a result of the above matters.

Duration and Termination

These Terms and Conditions are effective for the period as written on the documents, form, agreement signed by the Parties, or as long as the User using the Product, unless there is a written notification from one Party to the other Party not to extend the term of these Terms and Conditions (“Term”).
MSN, at it sole’s discretion, may unilaterally terminate these Terms and Conditions by submitting a written notice to the User no later than 30 (thirty) Calendar Days before the effective date of such termination.
In the event the User wishes to terminate the Product usage before the expiration of the Term, then (i) the User must inform in written notice to MSN no later than 30 (thirty) Calendar Days before the expiration of the Term, (ii) the User must pay the usage of the Product until the end of the Term, and (iii) MSN could not do a refund to the Product usage that has been paid by the User.
Termination by the User will not eliminate the obligations that must be fulfilled by the User that have not been carried out, unless otherwise agreed in writing by the Parties.

Miscellaneous

Transferability. Either Party is unable to transfer its right and obligation arising from the implementation of these Terms and Conditions to the third party without written consent of the other Party.
Entirety. These Terms and Conditions contain the consensus between the Parties and replace all consensus or related to the content of these Terms and Conditions, and all written and verbal consent between the Parties in connection with the matters have been agreed in these Terms and Conditions.
Waiver. No delay nor negligence by any Party to implement or enforce at any time any rights or provisions in these Terms and Conditions that will be deemed as the waiver against it, unless expressly in writing.
Interpretation. Titles, bold, and underline of certain terms in these Terms and Conditions are merely intended to emphasize the words and shall not affect the definition of such words.
Severability. If any provision or part of these Terms and Conditions are invalid, void, unenforceable, not applicable or illegal due to any applicable law the invalidity of such provision shall not annul all the requirements and provisions under these Terms and Conditions. The Parties agree that the remaining provisions of these Terms and Conditions shall continue in full force and effect and the Parties will endeavor to amend any invalid, void, unenforceable, not applicable or illegal provision to be in accordance with the applicable laws in Indonesia.
Account Freeze. The User understands and agrees that based on MSN’s sole discretion, MSN has the right to terminate, revoke and/or refuse access to the Product, partially or completely and either temporarily or permanently, with/without prior notification, if it is suspected the following occurs (i) The User does not comply with the payment conditions as set out in these Terms and Conditions and Conditions (as relevant), (ii) there are indications of fraud, data theft, fraud, does not fulfill one or all of this Terms and Conditions, a violation of the provisions of these Terms and Conditions and/or applicable laws or other causes, therefore any losses arising from those actions are not the responsibility of MSN, and MSN in any case is not obliged to provide any compensation to the User for this matter.

TERMS AND CONDITIONS OF TALENTA PRODUCT USAGE

General Terms

Definition

Scope

Package Details, Fees, and Payments

Specific Terms of Product Usage

User Account and Active Period

Package Upgrade

Number of User Employees

Additional Training and Implementation

User Statements, Warranties, and Restrictions

Indemnification and Limitation of Liability

Intellectual Property Rights

Confidentiality

Personal Data and System Security

Governing Law and Dispute Resolution

Force Majeure

Termination

Service Level & Product Support Center

Support Center Operational Hour

Support Center Commitment: Support Channel

Support Center Commitment: Response Time

Others

Specific Terms and Conditions

on Payroll Disbursement Feature Usage

Usage and Activation Mechanism

General Provisions of Transaction

Operational Times

Limitation of Liability

Miscellaneous

Specific Terms and Conditions

on Mekari Flex Product Usage

Definition

Scope of Work

General Policy of the Product Usage

Specific Policy of Product Usage

EWA Product

Flex Installment Product

Flex Benefit Product

Employee Status Change

Operational Time

Implementation of the Product Usage

Representations, Warranties and User’s Prohibition

Indemnification and Limitation of Liability

Warranty of the Product

Confidentiality

Intellectual Property Rights

Data Security

Applicable Law and Dispute Resolution

Force Majeure

Duration and Termination

Miscellaneous

Specific Terms and Conditions

of Mekari Expense Product Usage

Definition

Scope of Work

General Policy of the Product Usage

Implementation Policy of the Product Usage

Representations, Warranties, and User’s Prohibition

Indemnification and Limitation of Liability

Warranty of the Product

Confidentiality

Intellectual Property Rights

Data Security

Applicable Law and Dispute Resolution

Force Majeure

Duration and Termination

Miscellaneous

TERMS AND CONDITIONS OF
TALENTA PRODUCT USAGE