PrimeM2M - Standard Terms and Conditions

1. DEFINITIONS AND INTERPRETATION

 1.1 General Interpretation Guidelines and Definitions:
  1.1.1 Agreement: This document, including the service contract form and any order, constitutes the entire agreement between PTDigital and the Customer.
  1.1.2 Business Day: Any day other than a Saturday, Sunday, or Indonesia public holiday.
  1.1.3 Customer: The entity or individual identified in the service contract form who is subscribing to PTDigital services.
  1.1.4 PTDigital: PT Prime Teknologi Digital Informindo, an Indonesia company with operations in the Indonesia.
  1.1.5 PTDigital Product: The equipment and software provided by PTDigital to the Customer for accessing PTDigital services.
  1.1.6 Services: The specific telecommunication and/or internet services provided by PTDigital as outlined in the service contract form.
  1.1.7 [Other relevant definitions as needed]

 1.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State where PTDigital operates in the Indonesia], without regard to its conflict of laws provisions.

2. COMMENCEMENT, DURATION & CANCELLATION

  2.1 Term: This Agreement shall commence on the date the service is activated ("Effective Date") and shall continue for the initial term specified in the service contract form ("Initial Term").
  2.2 Renewal: This Agreement will automatically renew for successive periods equal to the Initial Term unless terminated by either party upon thirty (30) days' written notice prior to the end of the then-current term.
  2.3 Termination:
   2.3.1 By Customer: The Customer may terminate this Agreement before the end of the Initial Term or any renewal term for any reason by providing thirty (30) days' written notice to PTDigital and paying any applicable early termination fees.
   2.3.2 By PTDigital: PTDigital may terminate this Agreement for breach by the Customer, non-payment, or other reasons allowed by law upon thirty (30) days' written notice, or immediately for serious breaches.
  2.4 Effect of Termination: Upon termination, the Customer must return all PTDigital Products and pay all outstanding charges.

3. SUPPLY

  3.1 Provision of Services: PTDigital will use commercially reasonable efforts to provide the Services to the Customer in accordance with the service contract form and the Service Level Agreements (SLAs) for each specific service offering.
  3.2 Equipment:
   3.2.1 Ownership: PTDigital retains ownership of the PTDigital Product. The Customer shall not modify, alter, or tamper with the PTDigital Product without PTDigital's prior written consent.
   3.2.2 Risk of Loss: The risk of loss or damage to the PTDigital Product shall pass to the Customer upon delivery.

4. CHARGES

  4.1 Charges: The Customer shall pay all charges for the Services as outlined in the service contract form. This includes:
   4.1.1 Monthly Recurring Charges: Fees for the selected service plan.
   4.1.2 Usage-Based Charges: Charges based on data usage, call minutes, or other applicable metrics as defined in the service contract form.
   4.1.3 Taxes: Applicable taxes.
   4.1.4 Other Fees: This may include installation fees, activation fees, equipment fees, late payment fees, and any other applicable charges.

5. PAYMENT

  5.1 Taxes: All charges are exclusive of applicable taxes, which the Customer shall be responsible for paying.
  5.2 Payment Terms: Payment is due on the invoice date. Late payments may be subject to a late fee of [insert percentage] of the overdue amount and interest charges at the lesser of [number]% per month or the maximum rate allowed by applicable law.
  5.3 Payment Methods: PTDigital accepts payment by BCA Virtual Account, and electronic funds transfer (EFT). For business customers, PTDigital may offer additional payment options upon approval.
  5.4 Billing Disputes: The Customer must notify PTDigital of any billing disputes in writing within thirty (30) days of the invoice date. The parties will work together in good faith to resolve the dispute.
  5.5 PTDigital reserves the right to suspend its service if amounts due are not paid within [number]-days of due date as indicated on the PTDigital invoice.

6. MAINTENANCE AND SUPPORT

  6.1 Maintenance: PTDigital will maintain the PTDigital Product and use commercially reasonable efforts to ensure its proper functioning.
  6.2 Support: PTDigital will provide customer support via telephone, email, and online chat during regular business hours. Additional support options or extended support hours may be available for an additional fee.
  6.3 Warranty: PTDigital warrants that the PTDigital Product will be free from defects in materials and workmanship for a period of [insert warranty period] from the Effective Date. This warranty is subject to limitations and exclusions as provided by law and does not cover damage caused by misuse, neglect, or unauthorized modifications.

7. DELIVERY INSTALLATION, COMMISSIONING AND DE- COMMISSIONING OF THE PTDigital PRODUCT

  7.1 Delivery and Installation: PTDigital or its authorized representatives will deliver and install the PTDigital Product at the Customer's premises on a mutually agreed-upon date and time. The Customer is responsible for ensuring a safe and suitable environment for installation, including providing clear access to the installation location and ensuring the availability of necessary utilities.
  7.2 De-commissioning: Upon termination of the Agreement, PTDigital will de-commission the PTDigital Product at a mutually agreed-upon date and time. The Customer shall cooperate with PTDigital to facilitate the process, including providing access to the equipment and removing any obstacles that may hinder de-installation.

8. USE OF THE PTDigital PRODUCT

  8.1 Permitted Use:
   8.1.1 The Customer shall use the PTDigital Product and Services only for lawful purposes and in accordance with this Agreement and applicable laws and regulations.
  8.2 Prohibited Use: The Customer shall not use the PTDigital Product or Services for any illegal or unauthorized purpose, including but not limited to:
   8.2.1 Violating any applicable laws or regulations.
   8.2.2 Transmitting any harmful or malicious software.
   8.2.3 Interfering with or disrupting the PTDigital network.
   8.2.4 Reselling or sharing the Services without PTDigital's prior written consent.

9. LOSS, DAMAGE OR DESTRUCTION OF THE PTDigital PRODUCT

  9.1 Customer Responsibility: The Customer is responsible for the PTDigital Product from the time of delivery and shall bear the risk of loss, theft, or damage. The Customer agrees to take reasonable care of the PTDigital Product and to use it in accordance with the instructions provided by PTDigital.
  9.2 Reporting: The Customer must report any loss, theft, or damage to the PTDigital Product to PTDigital immediately.
  9.3 Replacement: In case of loss, theft, or damage beyond repair due to reasons other than normal wear and tear, the Customer may be responsible for the replacement cost of the PTDigital Product as determined by PTDigital.

10. BREACH

  10.1 Events of Default: The following events shall constitute a material breach of this Agreement by the Customer:
   10.1.1 Failure to pay any amounts due under this Agreement within [number]-days of the invoice due date.
   10.1.2 Breach of any other material provision of this Agreement and failure to cure such breach within [number]-days of written notice from PTDigital.
   10.1.3 Insolvency or bankruptcy of the Customer.
   10.1.4 Misuse or unauthorized use of the PTDigital Product or Services.

  10.2 Remedies: In the event of a breach by the Customer, PTDigital may pursue any remedies available at law or equity, including termination of this Agreement, suspension of Services, repossession of the PTDigital Product, and legal action to recover damages.

11. GENERAL

  11.1 Data Protection: PTDigital will comply with all applicable Indonesia data protection and privacy laws, including the CCPA and any other relevant state laws, in its collection, use, and disclosure of the Customer's personal information. The Customer consents to PTDigital's collection, use, and disclosure of their personal information as described in PTDigital's Privacy Policy.
  11.2 Limitation of Liability: To the maximum extent permitted by law, PTDigital shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement or the Services. PTDigital's total liability under this Agreement shall not exceed the amount paid by the Customer for the Services during the [number]-month period preceding the event giving rise to the claim.
  11.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

12. CESSION AND ASSIGNMENT

  12.1 Neither party may assign this Agreement without the prior written consent of the other party, except that PTDigital may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets without the Customer's consent.

13. FORCE MAJEURE

  13.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, such as acts of God, natural disasters, war, terrorism, strikes, labor disputes, government actions, or outages or disruptions of the internet or telecommunications infrastructure.

14. MONITORING AND CONTROL SERVICES

  14.1 If the Customer subscribes to Monitoring and Control Services, the following additional terms and conditions shall apply:
   14.1.1 Service Description: [Insert detailed description of the Monitoring and Control Services, including data collection methods, reporting features, and remote control capabilities]. For example, describe the types of data collected (e.g., temperature, location, equipment status), how the data is transmitted and stored, and the functionality of the remote control interface.
   14.1.2 Limitations of Liability: PTDigital shall not be liable for any losses or damages arising from:
    14.1.2.1 Technical anomalies or software errors affecting data display or control functions.
    14.1.2.2 Incorrect data interpretation or omissions due to the Customer's equipment or network conditions.
    14.1.2.3 Actions or omissions of the Customer or any third party based on the data or control functions provided by the Services.
    14.1.2.4 Data Security: PTDigital will implement reasonable security measures to protect data collected through the Monitoring and Control Services. These measures may include data encryption, access controls, and regular security audits.

15. SURETYSHIP

  15.1 If the Customer is a corporation or LLC, the individual signing this Agreement on behalf of the Customer personally guarantees the obligations of the Customer under this Agreement. This means that if the Customer fails to fulfill its obligations, PTDigital may seek to enforce those obligations against the individual guarantor.

16. TERMS AND CONDITIONS SPECIFIC TO THE CORPORATE APN SERVICES

  16.1 Service Description: PTDigital's Corporate APN Service provides dedicated, secure, and reliable mobile data connectivity for businesses. This service allows businesses to create a private network for their mobile devices, providing enhanced security and control over their data communications.
  16.2 Data Bundles: Customers can choose from a range of data bundle options to meet their specific needs. Unused data typically does not roll over to the next billing cycle, but customers may have the option to purchase additional data as needed.
  16.3 SIM Cards: PTDigital provides SIM cards specifically provisioned for the Corporate APN service. Customers are responsible for the security and proper use of these SIM cards and shall not share or distribute them to unauthorized individuals or entities.
  16.4 Network Management: PTDigital actively manages the Corporate APN network to ensure optimal performance and security. This includes monitoring network traffic, implementing security measures, and performing regular maintenance.
  16.5 Fair Usage Policy: PTDigital may implement a fair usage policy to prevent excessive or abusive use of the Corporate APN service. This policy may limit data speeds or impose other restrictions on customers who exceed certain usage thresholds.
  16.6 [Additional terms specific to Corporate APN services, such as service level agreements, network availability guarantees, and specific features or limitations of the service.]

17. NETWORK SERVICES

  17.1 Network Availability: PTDigital will use commercially reasonable efforts to maintain the availability of the network and provide the Services to the Customer. However, PTDigital does not guarantee uninterrupted service and shall not be liable for any outages or service interruptions caused by factors beyond its reasonable control.
  17.2 Service Levels: PTDigital may establish service level agreements (SLAs) for specific Network Services, outlining performance standards and remedies in case of service level breaches.
  17.3 Customer Responsibilities: The Customer is responsible for using the Network Services in accordance with this Agreement and applicable laws and regulations. The Customer shall not engage in any activities that may interfere with or disrupt the network or other customers' use of the Services.
  17.4 [Additional terms specific to Network Services, such as bandwidth limitations, traffic prioritization policies, and acceptable use policies.]

18. PrimeM2M MANAGEMENT SOFTWARE

  18.1 If the Customer utilizes PTDigital Management Software, the following additional terms and conditions shall apply:
   18.1.1 License: PTDigital grants the Customer a non-exclusive, non-transferable license to use the Management Software solely for managing their PTDigital services. The Customer may install the Management Software on a limited number of devices as specified by PTDigital.
   18.1.2 Restrictions: The Customer shall not reverse engineer, decompile, or modify the Management Software. The Customer shall not sublicense, rent, lease, or distribute the Management Software to any third party.
   18.1.3 Updates: PTDigital may provide updates to the Management Software, and the Customer agrees to install them to maintain optimal functionality and security.
   18.1.4 Disclaimer of Warranty: The Management Software is provided "as is" without warranty of any kind, express or implied. PTDigital does not guarantee that the Management Software will be error-free or uninterrupted.
   18.1.5 [Additional terms specific to the Management Software, such as data security provisions, intellectual property rights, and limitations of liability.]