Term and Conditions of Sales​

Definitions

In this document:

1. “Company” means PT Eka Reka Palakerti Indonesia.
2. “Client” means the party that purchases services, products, or goods from the Company.
3. “Services” includes ERP implementation, consulting, module development, support, maintenance, or other services provided by the Company.
4. “Agreement” means all contract documents, proposals, invoices, purchase orders, as well as these terms and conditions.

Scope of Services

1. The Company provides ERP implementation, subscription services, system integration, digital solutions, software configuration, and IT consulting.
2. The exact scope, deliverables, and obligations shall follow the quotation, order confirmation, Statement of Work (SOW), or invoice.
3. The Company reserves the right to decline or discontinue Services at its sole discretion if misuse, non-payment, or violation of these Terms occurs.

Order, Acceptance, and Priority

1. By placing an order or making a payment, the Client is deemed to have read, understood, and agreed to these Terms and Conditions.
2. In the event of a conflict between related documents, the applicable order of priority is:
3. 1. Letter of Agreement / Contract
   2. Proposal / Offer
   3. Invoice
   4. These Terms and Conditions
4. Different Client Terms & Conditions shall only apply if agreed to in writing by the Company.

Pricing and Taxes

1. All prices exclude taxes, bank fees, administration fees, and/or international fees incurred on payment transactions.
2. If taxes apply (VAT, Income Tax, or other taxes), they will follow the tax provisions of the Republic of Indonesia.
3. Tax Provisions :
4. 1. All prices quoted in our proposals or invoices are Net Prices.
   2. If the Second Party is required by applicable laws and regulations to make tax deductions (including but not limited to Income Tax Article 23), then the Second Party is obligated to make the Income Tax Article 23 deductions in accordance with the provisions after the base value of the invoice has been adjusted by the Company.
   3. .All Value Added Tax (VAT) that arises, if any, will be fully borne and paid by the client.
   4. The Client is responsible for providing the official Withholding Tax Receipt (SSP/e-Bupot) to the Company no later than 30 (thirty) calendar days after the payment date.

Payment Terms

1. The Client shall make full payment in accordance with the invoice amount (gross amount).
2. Payments shall be deemed received only upon confirmation in the Company’s designated bank account.
3. Payments must be made according to the due date stated on the invoice.
4. Late payments may incur penalties, interest, administrative charges, or service suspension without notice.
5. Refund Policy: All payments made to the Company are non-refundable. An exception may only be considered if the Services are terminated due to a proven material breach or gross negligence by the Company that remains uncured for 30 (thirty) days after receiving a written notice from the Client.
   
6. The Company is not obligated to begin work before full or required partial payment is received

Invoice Delivery and Digital Documentation

1. All invoices, billing documents, credit notes, and payment notices are delivered digitally via our official finance email: finance@erpindonesia.com.
2. All invoices are issued in PDF format, equipped with:
   • legally recognized digital signature, and
   • e-materai duty (when required by law).
3. Digital invoices issued by the Company carry full legal validity and are fully enforceable as billing and collection documents.
4. The Client must ensure that their registered billing email is accurate, active, and able to receive documents.
   Any changes must be communicated in writing.
5. An invoice sent successfully to the registered email is deemed:
   • received,
   • valid, and
   • binding for payment due dates,
     even if the email is not opened or read by the Client.
6. The Company is not responsible for delays caused by:
   • inactive customer email,
   • full mailbox capacity,
   • spam filtering,
   • customer-side mail server errors,
   • or other internal issues on the Client’s side.
7. Re-sending of invoices will be provided upon written request.
8. Request for Hard Copies: 
   Should the Client require a physical (printed) copy of the invoice, the Company will provide it as a courtesy. The request for physical documents does not delay, alter, or extend the payment due date, which remains based on the digital invoice issuance date. Delivery delays by courier services are the sole responsibility of the Client.

Delivery, Timeline, and Client Obligations

1. The Company will deliver services according to the agreed scope and timeline.
2. The Company will strive to meet the deadlines as per the work plan, but the timeline may change due to:
3. 1. delays in data or client approval,
   2. changes in the scope of work,
   3. technical conditions beyond the Company's control.
4. Delays caused by the Client—such as incomplete data, unavailable teams, unresponsiveness, or technical issues on the Client’s infrastructure—are fully the responsibility of the Client.
5. The Company is not liable for delays or failures caused by third-party systems (Odoo, hosting providers, APIs, banks, telcos, etc.).
6. The client agrees to:
7. 1. Provide accurate information, system access, credentials, approvals, content, and data necessary for the project.
   2. Appoint a point of contact (PIC) for communications.
   3. Ensure internal readiness during implementation.
   4. Use the software responsibly and in accordance with the law.
8. Technical or operational issues within the Client’s environment shall not justify withholding payment.
9. Changes to the timeline are not grounds for contract cancellation.

Intellectual Property Rights

1. Custom configurations, modules, scripts, process designs, documentation, methodologies and training materials created by the Company remain exclusive intellectual property of the Company unless explicitly transferred under a signed agreement.
2. The Client receives a limited, non-exclusive, non-transferable right to use the deliverables for internal business purposes only.
3. Unauthorized modification, sharing, or replication may result in legal action.
4. Customers receive usage rights as long as their subscription is active.

Confidentiality

1. Both parties shall protect any confidential information exchanged during the engagement.
2. The Client agrees not to disclose or share source files, internal tools, system access, or proprietary materials to external parties without written authorization.

Limitation of Liability

1. The Company shall not be liable for:
2. 1. Loss of profit, revenue, or opportunities
   2. Indirect, incidental, or consequential damages
   3. Data loss caused by Client negligence
   4. Issues arising from third-party platforms or hosting
3. Maximum liability shall not exceed the total amount paid by the Client for the affected invoice.

Service Suspension and Termination

1. Immediate Suspension: The Company may suspend Services immediately and without prior notice if:
2. 1. The Client fails to make payment by the due date.
   2. The Client violates these Terms and Conditions.
   3. System misuse or unauthorized access occurs by the Client.
3. Voluntary Termination (Notice Period):
4. 1. Either Party may terminate the Services (specifically for SaaS subscriptions) by providing at least 30 (thirty) calendar days' prior written notice before the next billing cycle.
   2. This notice period is intended to ensure a smooth transition for both parties.
5. Financial Consequences & Refund Policy:
6. 1. All payments made are strictly non-refundable, including partially used subscription periods or professional services already delivered.
   2. Refund exceptions may only be considered if termination is due to a proven material breach or gross negligence by the Company that remains uncured for 30 days.
   3. Early termination requested by the Client or termination due to breach does not release the Client from their obligation to settle all outstanding invoices and payment obligations for ongoing or scheduled work.

Force Majeure

1. Neither party shall be liable for any delay or failure to perform its obligations if such delay or failure results from events beyond their reasonable control (Force Majeure).
2. Force Majeure events include, but are not limited to: natural disasters (earthquakes, floods), acts of war, riots, government-mandated lockdowns or pandemics, nationwide internet infrastructure failures, or outages of third-party platforms (such as global data center failures).
3. The affected party must provide written notice to the other party within 7 (seven) business days of the occurrence of such an event.

Personal Data Protection (PDP Law)

1. The Company is fully committed to securing the Client’s digital data assets in strict compliance with Law No. 27 of 2022 on Personal Data Protection (PDP Law).
2. As your technology partner, we implement the latest security protocols to ensure that all data processed within the ERP system remains confidential, secure, and used solely for the Client’s operational purposes.
3. We prioritize regulatory compliance to support the high-security requirements of our partners in the banking, manufacturing, and public sectors.

Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of Indonesia. Any disputes shall be resolved through negotiation or, if necessary, through Indonesian court jurisdiction.

Amendments

The Company may update these Terms at any time. The latest version will be published on the Company’s official website and takes effect immediately.