By engaging PT. Digicorp Solusi Internasional ("Digicorp") for any service, signing a Service Order or Statement of Work, or by using our website and portals, you ("Client") agree to be bound by these Terms of Service ("Terms"). If you are acting on behalf of a legal entity, you represent that you have authority to bind that entity.
These Terms apply to all services provided by Digicorp unless superseded by a separately executed Master Service Agreement ("MSA"), in which case the MSA prevails.
Digicorp will provide the Services described in the applicable Service Order. Services may include managed infrastructure, network administration, security monitoring, cloud operations, helpdesk support, software development, and related professional services.
Any material changes to the scope of Services must be agreed in writing by both parties through a change-order process. Digicorp reserves the right to engage qualified subcontractors while remaining responsible for the quality of delivered Services.
Client agrees to:
Fees are set out in the applicable Service Order. Recurring fees are invoiced monthly in advance unless stated otherwise. One-time and project fees are invoiced per the milestone schedule in the Service Order.
Invoices are due within 14 calendar days of the invoice date, payable in Indonesian Rupiah (IDR) unless the Service Order specifies otherwise. Digicorp reserves the right to invoice in USD for internationally priced components (e.g. cloud licences), converted at the prevailing Bank Indonesia middle rate on the invoice date.
Unpaid invoices accrue interest at 2% per month (or the maximum rate permitted by Indonesian law, whichever is lower) from the due date. Digicorp may suspend Services after 30 days of non-payment following written notice, without prejudice to any other remedy.
Fees are exclusive of applicable taxes. Client is responsible for all taxes, levies, or duties imposed on the Services under Indonesian law, except for Digicorp's income taxes. Digicorp issues tax invoices (faktur pajak) in accordance with applicable VAT regulations where required.
Digicorp may adjust recurring fees annually with at least 30 days' written notice. Adjustments will not exceed the greater of 5% or the annual CPI increase published by Badan Pusat Statistik (BPS).
Client retains all ownership rights in Client Data and pre-existing Client intellectual property. Client grants Digicorp a limited, non-exclusive licence to access and process Client Data solely to deliver the Services.
Digicorp retains ownership of its proprietary tools, methodologies, templates, and pre-existing intellectual property. Nothing in these Terms transfers ownership of Digicorp's proprietary assets to Client.
Where a Service Order expressly specifies that custom-developed software or documentation is to be assigned to Client, ownership of that specific deliverable transfers to Client upon full payment of all applicable fees.
Each party agrees to hold the other's Confidential Information in confidence, using the same degree of care as for its own confidential information (but no less than reasonable care), and not to disclose it to third parties without prior written consent except: (a) to employees or contractors who need to know and are bound by equivalent obligations; (b) as required by law, regulation, or court order; or (c) with prior written consent of the disclosing party.
Confidentiality obligations survive termination of these Terms for a period of 5 years.
Digicorp warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. If Services fail to meet this standard, Digicorp will re-perform the affected Services at no additional charge, provided Client notifies Digicorp in writing within 30 days of delivery.
Except as expressly stated, Services are provided "as is". Digicorp does not warrant that Services will be uninterrupted or error-free, or that all security threats will be detected or prevented. Digicorp expressly disclaims all other warranties, whether express or implied, including warranties of fitness for a particular purpose.
To the maximum extent permitted by Indonesian law:
Nothing in this section limits liability for: (a) fraud or wilful misconduct; (b) death or bodily injury caused by negligence; or (c) any liability that cannot be excluded by law.
Client will indemnify and hold harmless Digicorp and its personnel against any claims, damages, and expenses (including reasonable legal fees) arising from: (a) Client's breach of these Terms; (b) Client's use of Services in violation of applicable law; or (c) Client Data that infringes third-party intellectual property rights.
These Terms commence on the date Client first engages Digicorp and continue until all active Service Orders expire or are terminated.
Either party may terminate a Service Order for convenience with 30 days' written notice, unless a longer notice period is specified in the applicable Service Order.
Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within 14 days of written notice; (b) becomes insolvent or subject to bankruptcy proceedings; or (c) ceases to conduct business in the normal course.
Upon termination, Client will pay all fees accrued up to the effective termination date. Digicorp will provide reasonable assistance in transitioning services and returning Client Data in a standard format within 30 days. Sections 6, 7, 9, 10, and 13 survive termination.
Neither party will be in breach of these Terms or liable for delay or failure to perform to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including natural disasters, war, civil unrest, government action, pandemic, or widespread internet or infrastructure outages. The affected party will notify the other promptly and use reasonable efforts to mitigate the impact.
These Terms are governed by and construed in accordance with the laws of the Republic of Indonesia. Any dispute arising out of or in connection with these Terms will first be referred to good-faith negotiation between the parties' senior representatives for a period of 30 days.
If unresolved, disputes will be submitted to the Badan Arbitrase Nasional Indonesia (BANI) for binding arbitration in accordance with BANI rules, conducted in Batam or Jakarta (at Digicorp's election), in the Indonesian or English language. Alternatively, by mutual written agreement, parties may submit to the exclusive jurisdiction of the Pengadilan Negeri Batam.
Questions about these Terms? Contact us at info@digicorp.co.id or +62 811 294 7711.
