TERMS AND CONDITIONS ON ACTIVATION AND USAGE OF PROMO ENGINE FEATURE (“Terms and Conditions”)

1. User’s Promo Engine Account or “Account” means a Promo Engine account opened for and registered in the name of User that can be accessed using credentials to access Promo Engine through the Portal;

2. Promo Engine Feature Fee or “Fee” means fees which is entitled to be gained by the Provider as detailed in Form and these Promo Engine Terms and Conditions;

3. Promo Engine Feature or “Promo Engine” means a feature to facilitate User in integrating and implementing a Promotional Program into the payment page of the URL/ Mobile App as registered in the Form;

4. Instruction means instructions from the Account to the Provider that are submitted through the Portal to instruct a Promotional Program;

5. Electronic Contract means an agreement between Provider and User which is made through an electronic system as stipulated in Law No. 11 Year 2008 regarding Electronic Transaction and Information and Government Regulation No. 71 Year 2009 regarding Implementation of Electronic System and Transaction along with its amendments from time to time;

6. Customer means consumers of User who consume or use products and/or services from User;

1. Provider means PT Midtrans which is a Payment Gateway service provider based on the PG Agreement;

7. User’s Portal or “Portal” means an online dashboard provided by Provider to User, to be used by User in giving the Instruction, and also to show and keep the Promo Engine Transactions’ record;

8. Promotional Program means promotional programs that provide benefits to Customers as determined by the User (either alone or together with other third parties) through Instructions on the Portal; and

9. Promo Engine Transaction means payment transactions that have been integrated with the Promotional Program as instructed by the User through the Portal based on the Instruction.

1. By entering into this Promo Engine Agreement, Provider will provide User access for the use of Promo Engine by providing an Account and during the Term, and subject to User’s compliance with these Terms and Conditions, User can access the Promo Engine in limited, non-exclusive, non-transferable, revocable, and non-sublicensable basis. Further, User cannot make any modifications in any form, and all modifications shall only be made by Provide.

2. Provision of Promo Engine by Provider to User as referred to in Paragraph (1) above includes provision of Account, Portal and/or other supporting features determined from time to time by Provider.

3. User acknowledges that they are fully responsible for the confidentiality of the Account’s credentials and access to the Portal, and that User themselves are responsible for any losses arising as a result of unauthorized use of the Portal, including any information or data which is inserted to the Portal by the User. 

4. Provider may make regular or incidental system maintenance, including system development and/or adjustments to the user interface experience, from time to time, with or without prior notification, to provide better service to User.

5. Provider is entitled to cease the Promotional Program or access to the Portal at anytime by giving prior notification to the User, with the following reasons:
- there is violation of the Terms and Conditions or the prevailing laws;
- there is an indication or proven fraudulent or suspicious  transaction;
- there is a request from the relevant bank related to the Promotional Program;
- there is a maintenance or reparation towards the Promo Engine system and/or Portal; and/or
- any other reasons as decided by the Provider.

1. All Instructions from Account, which are delivered through the Portal, are fully User's responsibility and User hereby warrants the correctness and validity of each Instruction granted. User hereby shall hold harmless Provider from any claims, demands, or liabilities of any direct or indirect loss suffered by User.

2. User shall carry out each Promotional Program through the Promo Engine with the following requirements:
- User accesses Portal through its Account to submit Instructions;
- User submits complete and clear Instructions that contain at least the following information related to the Promotional Program:
Name of Promotional Program;
Name of promotional sponsor (if any);
Detailed amount of minimum transaction;
Number of promotional transactions; and
Promotional Program period.

3. Instructions are processed immediately through the Portal. Therefore, canceling or changing the Instruction that has been submitted is not possible. In this case, User may cease the Promotional Program at any time through the Portal by following the guidelines and processes as set by the Provider.

4. User hereby acknowledges and accepts that Provider has the right to refuse to carry out an Instruction for the following reasons:
- Instruction does not meet the requirements as referred to in this Article;.
- If there are maintenance activities from the Promo Engine and/or Payment Gateway Services;
- If there is no electricity or communication network in the area that affects the performance of Promo Engine and/or Payment Gateway Services; and/or
- If Force Majeure Event occurs.

1. User is fully responsible for the Promotional Program, which includes the type of Promotional Program, Promotional Program information data within the Instruction, Promotion Program agreements with third parties (if applicable), its implementation to its Customers and/or other third parties.

2. User will run the Promotional Program in accordance with the prevailing laws and regulations in Indonesia.

3. Provider does not guarantee that the operation of the Promo Engine will not be interrupted, but Provider will give its best efforts to make immediate repairs so that the Promo Engine can immediately function normally again.

1. User shall indemnify, defend and hold harmless Provider, along with its Affiliates and respective directors, officers, employees and agents from and against any claims of third parties arising out of or related to the Promotional Program, including but not limited to  any mistakes or negligence made by  User or any other third party as appointed by User in connection with or arising out of this Promo Engine Agreement and/or User’s misuse of the Promo Engine.

2. Provider shall indemnify, defend and hold harmless User, its Affiliates and their respective directors, officers, employees and agents from and against any claims of third parties arising out of or related to:
- Provider’s performance on completion of Promo Engine Transactions; or
- there are allegations that the Promo Engine provided by Provider violates the prevailing laws and the Intellectual Property Rights of third parties. however, Provider has no obligation for any claim based on:
modifications made by persons or business entities other than Provider;
Provider’s compliance with a direction or request to make certain modifications to the Promo Engine specifically requested by the Merchant; and/or
continuity use of Promo Engine after Provider has provided a replacement of Promo Engine that does not violate the provisions.

1. User can access the Portal to obtain recapitulation data of the Promo Engine Transactions (“Recapitulation Data”).

2. The Parties agree that the billing of Fees will be done by Provider by referring to the Recapitulation Data as listed on the Portal.

3. The Provider will firstly deliver the proforma invoice. In the event that there are objections to the proforma invoice, User has the right to submit objections and requests for adjustments to the invoice, provided that the submission of objections must be made no later than 7 (seven) calendar days after delivery date of the proforma invoice from Provider. For this objection, the Parties are required to carry out further reconciliation including matching the Recapitulation Data with data owned by User. The Parties shall complete this reconciliation process within 14 (fourteen) calendar days from the date of filing the objection.

4. If there is no response from User within the period as stipulated in Paragraph (3) or the submission of an objection is submitted at a time that exceeds the time limit stipulated in Paragraph (3) then the Provider has the right to reject the objection and the User is required to make full payment in accordance with the amount as  billed in the proforma invoice.

5. The Parties agree that if there is no agreement in the reconciliation process as referred to in Paragraph (3)  and such reconciliation period has passed, the data that will be used for Fee reference is the Recapitulation Data listed in the Portal and amount as stated in the proforma invoice.

1. User shall pay the Fee to Provider for each Promo Engine Transaction in the amount as agreed in the Form.

2. The Parties agree that Fee stated in this Agreement include Value Added Tax (VAT) in accordance with applicable laws.

3. The Parties agree that the payment of Fees will only be valid when User activates the Promo Engine, where Provider will send billing documents (which consist of, but are not limited to, invoices and tax invoices) to User at the end of each month (within usage period) upon the recapitulation process as referred to in Article 6 of this Terms and Conditions. Delivery of billing documents for the use of Promo Engine can be done simultaneously with the delivery of billing documents for the use of the Payment Gateway Services.

4. User is required to pay Fee within a maximum period of 15 (fifteen) calendar days from the delivery date as stated under the billing documents. In the event that the Fee has not been paid by User within the specified payment period, Provider has the right to do the following things:
- terminate the access and use of the Promo Engine, including cease the running Promotional Program with prior written notification to User;
- close User’s access to the Account; and/or
- impose late payment penalties at a value to be determined at the Provider's discretion.

1. Since the activation of this Promo Engine System is an integral part of the Payment Gateway Services then as long as it does not contradict and is otherwise regulated in this Promo Engine Agreement, any other provisions as regulated under the PG Agreement shall also be applicable to the implementation of this Promo Engine Agreement.

2. Electronic Contract
- The Parties agree that these Terms and Conditions are made in the form of an Electronic Contract and the act of providing electronic approval is a form of statement of agreement to these Terms and Conditions and their amendments, so that these Terms and Conditions are valid, binding on Providers and Users and can be enforced.
- The Parties agree that neither Party will initiate or make any claims or objections regarding the making or validity of these Terms and Conditions and their amendments in the form of an Electronic Contract.

3. These Terms and Conditions were made and agreed electronically by the Parties consciously and without any coercion from any party. After providing electronic approval to these Terms and Conditions, the Parties agree that it will be deemed that the User has read, understood and agreed to each and every article in these Terms and Conditions and will comply with and implement each article in the Terms and Conditions with full responsibility.