By proceeding with placing the purchase order, you agree to be bound by the terms and conditions contained in this SHOPLINE Payments User Agreement (Indonesia) (this “User Agreement”) and this User Agreement governs your use of SHOPLINE Payments and constitutes a legally binding agreement between you and PT Shopline Technology Indonesia, a limited liability company registered in Indonesia under registration number 2708210021891 (“SHOPLINE”, “we” or “us”).

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1. SHOPLINE Payments

1. 1.1. We provide you with (a) payment account onboarding with the Processor; and (b) integration with the payment processing services offered by the Processor (as defined below) (“SHOPLINE Payments”).
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3. 1.2. As you are also a user of SHOPLINE’s e-commerce enabler services (“SHOPLINE Website Service”) as described in the separate SHOPLINE Terms between you and the applicable SHOPLINE entity, the SHOPLINE Terms shall continue to govern your use of SHOPLINE Website Service and are incorporated herein by reference.

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2. Processor and Legal Relationship

1. 2.1. The payment processing services supplied to you (“Xendit Services”) will be provided to you by PT Sinar Digital Terdepan (“Xendit” or the “Processor”), with which you are entering into a direct agreement by confirming an order. We will assist and support you in your use of the services to be provided by the Processor and we will provide you first line assistance with and enable you to connect to the systems of Processor to be able to use its services.  For this purpose, you hereby instruct Processor to provide us access to your data and setting in Processor’s systems which are used by Processor to provide the services and authorize us to manage these on your behalf.
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3. 2.2. By confirming such order, you confirm to have taken notice of and to accept the following terms and restrictions:  Xendit Terms and Conditions (as set out on https://www.xendit.co/en/terms-and-conditions, as amended and restated from time to time), in particular the Restricted Businesses as set out in paragraph 11 therein) (together with such other terms and conditions as published by the Processor from time to time, “Processor Terms”).
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5. 2.3. WARNING: Please note that the right to use Xendit Services is only for transactions between you as the seller and your customer who used a payment card completed through SHOPLINE Website Service (“Transactions”). You may not resell, hire or on any other basis allow third parties to use Xendit Services to enable such third parties to be paid for their services. You may not use Xendit Services for different types of product and services than as registered with your application. In particular you confirm that you will not use Xendit Services for any type of product or service appearing in the Restricted Businesses of the Processor. If we or the Processor at any time discover that the information you provided about your business is incorrect or has changed without informing us or if you violate any of these conditions, Xendit Services may be suspended and/or terminated with immediate effect and fines may be applied by the Payment Scheme Rules and/or the authorities for unregistered or inappropriate use of Xendit Services which will in such case be payable by you.
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7. 2.4. SHOPLINE is not a payment provider or money service provider, but instead provides you with SHOPLINE Payments for your convenience only. SHOPLINE is not a party to the Processor Terms and is not liable to you in respect thereof.
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9. 2.5. It is your sole responsibility to obtain your customers’ consent to be billed for each Transaction or, as the case may be, on a recurring basis, in compliance with applicable legal requirements and the rules and regulations of the organizations who regulate and provide specific payment methods (such as Visa, MasterCard, JCB, American Express, Union Pay International, etc.) (collectively, “Payment Scheme Owners”, and their rules and regulations, “Payment Scheme Rules”).
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11. 2.6. SHOPLINE does not guarantee or assume any liability for Transactions authorized and completed that may later be reversed or charged back. You are solely responsible for all reversed or charged back transactions regardless of the reason for, or timing of the reversal or chargeback. The Processor may add or remove one or more types of payment scheme or cards, in their sole discretion, at any time, without prior notice to you.
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3. Registration

1. 3.1. Only persons in Indonesia or other countries or regions we have approved in advance who sell goods or services using SHOPLINE Website Service may be granted access to Xendit Services via SHOPLINE Payments. To use Xendit Services, you are required to first sign up for a virtual account with the Processor with our assistance (“Xendit Account”). As part of our “know your client” process, we, for ourselves or acting on behalf of the Processor, will collect from you certain business and personal information, as well as the information about your shareholders, owners, ultimate beneficial owners, principals, or other stakeholders. Such information may include, without limitation, your name, business name, trade name, address, email, phone number, business identification number or registration number, tax number, corporate governance, organizational and ownership structure (if applicable). We may require additional information to verify your identity and standing and assess your business risk. You agree and acknowledge that we may retrieve additional information about you from third parties and via any public or non-public sources. You hereby authorize us to transmit to or share with the Processor and its affiliates the information you provided to us to facilitate the provision of the Xendit Services.
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3. 3.2. During your use of Xendit Services via SHOPLINE Payments, in order to comply with the ongoing requirements and policies set by the Processor, the Payment Scheme Owners and/or the relevant financial institutions, we may require additional information from you or request you to update or confirm the information you previously provided regularly or from time to time on an ad-hoc basis.
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5. 3.3. If you are signing up for yourself, you represent and warrant that (a) you are not barred from agreeing and accepting this User Agreement or are barred from using Xendit Services via SHOPLINE Payments under applicable laws and (b) all registration information you submit is complete, accurate and truthful.
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7. 3.4. If you are signing up on behalf of a company, organization or other legal entity, you represent and warrant that (a) you are authorized to do so, (b) the legal entity you represent agrees to be bound by this User Agreement, (c) neither you nor the legal entity you represent are barred from agreeing and accepting this User Agreement or are barred from using Xendit Services via SHOPLINE Payments under applicable laws, and (d) all registration information you submit is complete, accurate and truthful.
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4. Fees

1. 4.1. The fees for the provision of Xendit Services and the services of SHOPLINE Payments (collectively, the “Service Fees”) are charged to you by us as a package and are set out through our SHOPLINE website, in your control panel of SHOPLINE Website Service (“SHOPLINE Control Panel”) or other applicable communication channels. Please note that the rate of Service Fees is subject to confidentiality obligations set out herein and may be changed from time to time, and we will serve you a thirty (30) day notice before any change of rate becomes effective. You agree to pay the Service Fees and that we may (through the Processors or otherwise) deduct the amount of Service Fees from the funds payable to you arising from the settlement of your Transactions or from your Reserve Account.
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3. 4.2. Service Fees will be assessed at the time when a Transactions is processed and will be first deducted from the funds received for such Transaction. If the deducted amount is not sufficient to satisfy your obligations to us, we may charge the payment method associated with your SHOPLINE Website Service for any amounts owed to us.
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5. 4.3. In addition to Service Fees, you are also responsible for any penalties and fines imposed on you or on us by any Payment Scheme Owner, financial institution or bank as a result of your use of Xendit Services through SHOPLINE Payments in a manner in violation of this User Agreement, the Processor Terms, the Payment Scheme Rules or the rules and regulations of such financial institution or bank.
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7. 4.4. You hereby authorize us to set-off by whatever means the whole or any part of your liabilities to us under this User Agreement (or any other contract with us) against any funds credited to or owing to you under this User Agreement (or any other contract with us). We may exercise this right of set-off at any time, without notice to you, whether such liability is present or future, liquidated or unliquidated, and whether or not such liability arises under this User Agreement. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off.

5. Payouts

1. 5.1. Upon our instructions, the Processor will remit the funds related to the Transactions (typically after Xendit has received settlement(s) from the Payment Scheme Owner) net of the Service Fees and any applicable deductions (“Payouts”). You may find your payout schedule in your SHOPLINE Control Panel. It is your responsibility to evaluate if the payout schedule (which is set by us and may be updated by us from time to time) is acceptable before you submit any Transaction.
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3. 5.2. We reserve the right to instruct the Processor to withhold and/or defer Payouts if they are submitted for authorization, but suspected to be fraudulent, suspected to be related to illegal activities or likely to become subject to a chargeback and/or Payment Scheme Owner's and/or the relevant financial institution’s investigation, until satisfactory completion of our investigation, that of the relevant Payment Scheme and/or the financial institution’s or that of a third party nominated by any of the parties hereby. You agree to give its full cooperation to any such investigation. No interest will be due over amounts held prior to Payout to you pending the satisfactory completion of such investigation.
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5. 5.3. Further, we reserve the right to instruct the Processor to withhold and/or defer Payouts entirely or partially in the event that (a) you fail to fulfil any sanction or screening; (b) the settlements for your Transactions are delayed or put on hold by the Processor/Payment Scheme Owner/relevant financial institution; or (iii) we receive a direction from a law enforcement agency or regulator.
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6. Reserves

1. 6.1. You agree that certain funds in your Xendit account are or will be held in reserve and set aside to recover chargebacks, refunds, or other payment obligations under this User Agreement or the Processor Terms (“Reserves”). The terms of your Reserves will be set and changed by us in our and the Processor’s sole discretion from time to time and then be notified to you via your SHOPLINE Control Panel or otherwise.
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3. 6.2. You agree that you are not entitled to any interest on the Reserves and you have no right to direct the Reserves.
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5. 6.3. As chargebacks and fines may arise a considerable period after the date of the relevant Transaction, you acknowledge and agree that, notwithstanding any termination of the User Agreement for any reason, we will be entitled to direct the Processor to, and the Processor will remain entitled to recover chargebacks and chargeback fees and related fines from you that occur in relation to Transactions effected during the term of the User Agreement.
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7. 6.4. You Reserves will be retained for a certain period of time following the termination of this User Agreement or your last Transaction submitted to us. Usually, such funds of your Reserves will be released you in steps to account for the decrease in uncompleted order amount, fraud exposure and/or fine exposure and where applicable, will be in part or in whole applied by us to pay for chargebacks, cover fines or fraud claims or pay for unpaid Service Fees due by you.
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7. Taxes

1. 7.1. You have sole and exclusive responsibility to ascertain what, if any, taxes apply to your Transactions, the sale of your products and services and/or the payments you receive through your Xendit account or your use of Xendit Services through SHOPLINE Payments (“Taxes”). It is your sole responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in customers’ jurisdictions, your jurisdiction or elsewhere.
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3. 7.2. You shall indemnify and hold us harmless from and against any and all liability related to Taxes. You agree that we may send you any Tax-related information electronically.
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8. Data Security and Privacy

1. 8.1. You are solely responsible for the security of data on your store website. You must comply with all applicable laws and regulations governing your collection and use of any personal information of your customers (“Customer Information”), including but not limited to any Card or Transaction information. You are obliged to comply with the applicable Payment Card Industry Data Security Standards (“PCI DSS”) requirements. You must not copy, capture or intercept your customers’ payment instrument related information such as card number and sensitive authentication data. You must not store any CVV2 data at any time. You further undertake to comply with all applicable privacy laws and that you maintain a publicly accessible privacy policy that accurately discloses how you collect, use, and disclose personal information. In addition, you represent that you have obtained all necessary permissions and consents under applicable law to allow us and the Processor to collect, use, retain, and disclose any payment card information of your customers that you provide to us, or authorize us to collect, including information that we may collect directly from you of your customers via cookies.
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3. 8.2. You must comply with the personal data protection laws of your country of origin and of those countries in which you offer your products/services and, in particular when processing and sending the personal data to us in the context of using Xendit Services through SHOPLINE Payments and submitting Transactions. You should take reasonable steps to ensure that the personal data you submitted is accurate, complete and current; adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed; and kept in a form which permits identification of the parties whose personal data are processed for no longer than is necessary for the purposes for which the personal data are processed unless a longer retention is required or allowed under the applicable law.
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5. 8.3. We value and endeavor to protect your privacy. SHOPLINE’s Privacy Policy will continue to apply and is incorporated herein by reference. You consent to the exchange of your information between your accounts with SHOPLINE Website Service and your Xendit Account and we, our affiliates and the Processor may share and commingle such information. In addition, you agree that for the purpose of making Xendit Services available to you, we may share your personal information with the Processors or the Payment Scheme Owners or their respective representatives, agents, employees, contractors, advisors or consultants.
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9. Term and Termination

1. 9.1. This User Agreement shall become effective and operative between you and us upon the date you accept them and shall continue in full force and effect until you or we terminate your use of Xendit Services through SHOPLINE Payments.
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3. 9.2. You may terminate this User Agreement by following the instructions in your SHOPLINE Control Panel. We may terminate this User Agreement at any time for any reason, upon notice to you via SHOPLINE Control Panel or through elsewhere. The closure of your Xendit Account will be at our and the Processor’s sole discretion and possible grounds for termination and closure include but are not limited to (a) you are no longer eligible for Xendit Services; (b) there are legal, credit, regulatory or other risks associated with your Xendit Account; (c) you breach or violate this User Agreement, Payment Scheme Rules, PCI DSS, or any laws, regulations or rules that are applicable to you; and (d) there is a request from the Processor, Payment Scheme Owner, payment card issuer or any regulators or authorities to close your Xendit Account.
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5. 9.3. Without limiting the foregoing, we and the Processor may suspend your use of Xendit Account or your access to your Xendit Account if you breach or violate or are alleged to breach or violate this User Agreement, Payment Scheme Rules, PCI DSS, or any applicable laws, regulations or rules.
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7. 9.4. The termination of this User Agreement does not release you from any obligation or liability which has already accrued as of the date of termination. We and the Processor may elect to continue to hold any funds of you pending resolution of any other terms or obligations under this User Agreement or the Processor Terms, including but not limited to refunds, chargebacks, fees, fines, or penalties.
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9. 9.5. The termination of this User Agreement does not necessarily terminate your use of SHOPLINE Website Service.
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11. 9.6. Section 9 (Term and Termination), Section 10 (Liabilities and Indemnification), Section 11 (Confidentiality), Section 12 (Governing Law and Dispute Resolution) and any other terms and provisions herein by their nature or otherwise reasonably should survive termination of this User Agreement shall survive any termination of this User Agreement.

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10. Liability and Indemnification

1. 10.1.   You acknowledge that we have agreed to indemnify and hold the Processor harmless for some, and in some cases, all of your liabilities under the Processor Terms. Insofar as SHOPLINE becomes liable to the Processor or any other third party for any penalties, fines, fees, or other liabilities under or in respect of the Processor Terms or Payment Scheme Rules, you agree to indemnify and hold SHOPLINE harmless from and against any and all such liabilities.
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3. 10.2.   You are fully responsible and will fully indemnify SHOPLINE for claims, fines and direct costs solely caused by any non-compliance by you with applicable laws, Scheme Rules, expressly including any fines imposed by the Scheme Owners or by regulatory authorities on the Processor as a result of such noncompliance.
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5. 10.3.   You acknowledge that there is no joint venture, amalgamation, agency, partnership or similar relationship between SHOPLINE and the Processor and your relationship with the Processor is primarily governed by the Processor Terms, which constitute a legally binding agreement between you and the Processor. In no event shall SHOPLINE be held liable for any breach of contract, default, act, omission or misconduct by the Processor, nor shall SHOPLINE in any way be held responsible for the availability, stability, quality and consistency of Xendit Services. You hereby release, waive, and forever discharge SHOPLINE of and from any and all actions, causes of action, suits, losses and liabilities arising out of or relating to your use of Xendit Services.
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7. 10.4.   SHOPLINE PROVIDES SHOPLINE CHECKOUT ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOPLINE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO SHOPLINE CHECKOUT. YOU EXPRESSLY AGREE THAT YOUR USE OF SHOPLINE CHECKOUT IS AT YOUR SOLE RISK. SHOPLINE DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR INFORMATION SHOPLINE CHECKOUT PROVIDES OR THAT IS PROVIDED THOUGH SHOPLINE CHECKOUT.
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9. IN NO EVENT SHALL A SHOPLINE ENTITY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT, SHOPLINE CHECKOUT OR XENDIT SERVICES, INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF SHOPLINE CHECKOUT OR XENDIT SERVICES. UNDER NO CIRCUMSTANCES WILL ANY SHOPLINE ENTITY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF SHOPLINE CHECKOUT OR YOUR XENDIT ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
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11. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION, SHOPLINE ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES, AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE SERVICE FEES PAID BY YOU TO SHOPLINE FOR USING SHOPLINE CHECKOUT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
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13. THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF SHOPLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
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15. THE PROVISIONS OF THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
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11. Confidentiality

1. 11.1.   “Confidential Information” includes, but is not be limited to, any and all information associated with a party’s business and is not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. SHOPLINE’s Confidential Information includes all information that you receive relating to us, or to the SHOPLINE Payments Services, that is not known to the general public including information related to our security program and practices.
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3. 11.2.   Each party agrees to use the other party’s Confidential Information solely as required for performing its obligations under this User Agreement. Each party agrees that it will take all reasonable measures, at least substantially equivalent to the measures it takes to protect its own proprietary information, to prevent unauthorized disclosure or use of any such Confidential Information, other than (i) by or to its directors, officers, employees, agents, suppliers and sub-contractors on a strictly need-to-know basis for performing such party’s obligations hereunder, provided that the person to which such Confidential Information shall also be subject to confidentiality obligations equivalent to those hereunder; or (ii) as required under Payment Scheme Rules or by any law, regulation, or order of any competent court over the parties and the subject matter contained in this User Agreement, provided that, to the extent legally permissible, the receiving party will notify the disclosing party in writing as soon as possible and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information does not include any information that, as demonstrated by reasonably evidence of the receiving party: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, and without breaching any provisions of this User Agreement; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of this User Agreement.
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12.    Governing Law and Dispute Resolution

1. 12.1.   The law governing the validity, construction and interpretation of this User Agreement and applying in any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be the law of Indonesia.
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3. 12.2.   Unless otherwise agreed upon by you and us in writing, any dispute, controversy or claim arising out of or relating to this User Agreement, or the breach, termination or invalidity thereof shall be submitted to the exclusive jurisdiction of the courts of Indonesia.
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13.    Miscellaneous

1. 13.1.   Notification. All notifications sent to you by us under this User Agreement may be delivered via a webpage announcement, in-application pop-up message, email, text message or post or through your SHOPLINE Control Panel. Such notifications shall be deemed to have been received by the recipient on the date sent. Notifications from you to us should be sent to the contact address, fax number, email address or other contact details officially announced or notified by us.
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3. 13.2.   Non-Waiver.  Any failure by us to enforce or exercise any provision of this User Agreement, or any related right, will not be a waiver of that provision or right. Any rights not expressly granted in any provision of this User Agreement are reserved. We may provide you with notices, including those regarding changes to this User Agreement, by email (being the primary email linked to your account), regular mail, postings on SHOPLINE Website Service, or other reasonable means now known or developed in the future.
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5. 13.3.   Amendment.  We reserve the right, in our discretion, to change, amend, to add or remove any provisions in this User Agreement ("Amendments"). We will notify you of the Amendments by email (being the primary email linked to your account) or by posting the updated User Agreement with the Amendments on SHOPLINE Website Service.  You are advised to check this User Agreement from time to time for any Amendments that may impact you. By continuing the use of SHOPLINE Payments, you agree to be bound by the updated User Agreement with the Amendments. Unless otherwise specified, any Amendments will apply on the date on which the updated User Agreement with the Amendments are communicated to you or posted on SHOPLINE Website Service.
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7. 13.4.   Severability.  If any provision of this User Agreement is found or determined to be invalid or unenforceable under any applicable law, including, but not limited to, the warranty disclaimers and liability limitations set out above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this User Agreement will continue in effect.
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9. 13.5.   Assignment.  You may not assign or otherwise transfer any rights and obligations hereunder, without our prior written consent, which we may refuse in our sole discretion. Any attempted assignment without our prior written consent shall be deemed null and void. We may assign or transfer our rights and/or obligations under this User Agreement at any time without your consent by giving you a notice. We may effectuate such assignment or transfer by novation at our option.
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11. 13.6.   Force Majeure. Any delay or failure of either party to perform its obligations under this User Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such party’s reasonable control, without such party’s fault or negligence and that by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars or acts of terrorism) (each, a “Force Majeure Event”). An affected party shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized and resume full performance under this User Agreement. However, nothing in this section will affect or excuse your liabilities and obligations with respect to the payment of fees, chargebacks, refunds, claims, fines, penalties, reversals or unfulfilled products and services.
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13. (Last updated on: September 16, 2022)

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