Customer Agreement

Last updated: January 2, 2024

1. Introduction

Thank you for visiting Our Platform (“Jutsoo”). Jutsoo is a digital platform created, owned, and managed by PT Banana Niaga Natura ("BNN"), a company specializing in web and digital platforms with commercial purposes that provide finance operational services that allow You to control, supervise, and obtain data and/or information related to Your financial data.

By signing the Order Form for use of the Jutsoo Platform which is based on this Customer Agreement ("Agreement"), You agree and acknowledge to follow and comply with all the Terms and Conditions of this Agreement.

This Agreement contains Terms and Conditions related to using the Jutsoo Platform to ensure you understand your and our rights and obligations regarding the Jutsoo Platform. This Agreement is binding on all users of Our Platform. We may periodicaly update this Agreement, and it is your responsibility to regularly review these updates.

2. Definition

In this Agreement:
“Account” means your registered account with Jutsoo, used to access Jutsoo Services;
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“You” refers to a Jutsoo User, regardless of account status;
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“Subscription Fee” is the fee paid for Jutsoo Services as agreed between Jutsoo and you.
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“Penalties” are fees charged for late payment of Subscription Fees.
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"Order Form" is a document signed for using Jutsoo Services under this Agreement;
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"Calendar Day" includes all days in a year, including weekends and national holidays;
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"Working Day" excludes weekends and official national holidays;
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"Confidential Information" means any data and information considered confidential by either party;
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"Invoice" is a document used to bill for your use of Jutsoo Services issued by us, containing details of the products and services used, total price, and when the payment is due;
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“Operational Hours” are Monday-Friday from 09.00 WIB – 18.00 WIB;
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“We” refers to PT Banana Niaga Natura or Jutsoo;
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“Other Provisions” are policies other than this Agreement which are an integral and inseparable part of this Agreement;
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"Services" are any information, services, features, and/or functions provided on the Platform;
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"Partner" is a person or entity who has a relationship with one of the parties, either with us as the service provider or with you as the user of the Jutsoo Service;
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“Order” is the process of engaging Jutsoo Services;
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“Device” is any equipment used to access Jutsoo Services;
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“Agreement” means the entirety of this Agreement, including the Order Form, Privacy Policy, attachments, and other documents;
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“Violating Party” means the Party that violates the provisions of this Agreement;
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“Terminating Party” means the Party who wishes to terminate this Agreement;
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"Platform" is the platform, system, and/or program that we develop and manage to support our operational activities in providing the best service to you;
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"System" means: (a) a system, platform, software, program, or internet network either separately or collectively and as a whole which is managed and used on the Site to support the operation of the Site and the implementation of activities through the Site and the provision of other services as specified available on the Site, which connects the system owned by you with the system owned by the Bank; and (b) systems, procedures and manual mechanisms mutually agreed upon in writing by the Parties if the system, platform, software, program or internet network as intended in letter (a) above is not yet or is not operational due to certain conditions or reasons ( including but not limited to in the event of damage or maintenance being carried out on the system, platform, software, program or internet network as intended in letter (a) above;
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"Site" means the page and platform/website/site owned or managed by us, currently known as https://www.jutsoo.com/ or its future iterations.
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This Agreement constitutes an agreement between the Parties who have consciously bound themselves regarding the interpretation, application, and implementation of the provisions of this Agreement.
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In this Agreement (unless otherwise expressly stated in this Agreement or unless otherwise stated):
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i. mention of a person or party also includes mention of an individual, firm, company, joint venture, organization or foundation;
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ii. the use of the singular form includes the plural form and vice versa;
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iii. headings are provided for convenience only and do not affect the interpretation of this Agreement;
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iv. all attachments to this Agreement are an inseparable part of this Agreement;
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v. a reference to a clause or attachment is a reference to the clause or attachment related to this Agreement;
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vi. a reference to a law, regulation, or decision includes all laws, regulations, or decisions that amend, combine, or replace the law, regulation, or decision, and a reference to a law includes all its implementing regulations and regulations or decisions issued based on laws as amended, replaced and/or supplemented from time to time;
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vii. reference to IDR is a reference to the Indonesian Rupiah, which is the legal and valid currency in the territory of the Republic of Indonesia;
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viii. references to “Party”, and “Parties”, if the context permits, will include the successors and assigns of the above parties. To avoid doubt, in the event of a merger involving the parties mentioned above, the party's remaining standing is deemed to be a replacement for that party.
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3. Scope of Agreement

You hereby agree and agree to use the services provided by Jutsoo regarding financial operations to control, supervise, and obtain data and/or balance information and transaction history of your financial data.
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In connection with this Agreement and use of the Services, you acknowledge that:

i. Each of the terms and conditions contained in this Agreement along with other provisions stated on the Platform also applies and are binding on all users of the Jutsoo Service; And
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ii. We reserve the right to update this Agreement at any time by displaying it on the Platform. You are required to view and read the updated provisions from time to time. If you cannot agree to the renewal, you are obliged to immediately stop accessing the Platform and terminate this Agreement. Continued use implies acceptance of updates.
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You have an obligation under this Agreement to fulfill any requirements necessary to be able to use Jutsoo Services.
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You will be given an account on the Platform to be managed independently based on the provision number 10 in this Agreement.
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If Jutsoo Service allows you to connect to your bank accounts, you clearly understand that we are not a bank and do not store funds on your behalf.
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You authorize us to access your bank account if necessary and you are obliged to fulfill the requirements required by the bank for you to be able to use Jutsoo Service.
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4. Registration

To register and have an account on the Site, you are required to fulfill the registration requirements set out as follows:

In the form of a business entity legally established based on the laws of the Republic of Indonesia;
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You hereby declare that your representative is an authorized person deemed capable of entering into a legally valid agreement.
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To create an Account, you are required to provide us at the time of registration with the following documents:

i. Company Deed of Establishment and Decree of the Minister of Law and Human Rights of the Republic of Indonesia ("Kemenkumham Decree") regarding the Deed of Company Establishment; and/or
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ii. Company Amendment Deed along with Ministry of Law and Human Rights Decree (if any);
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iii. Tax ID number;
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iv. Business Registration Number;
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v. Approval of the Suitability of Space Utilization Activities for Business Activities or Certificate of Domicile;
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vi. Identity of the representative representing the business entity; And
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vii. Documents and/or other permits that you must have to carry out your business activities based on applicable laws and regulations.
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You are obliged to submit correct, accurate, complete, and up-to-date information regarding the use of Jutsoo Services;
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You are obliged to notify us if there are changes to the information you have previously provided;
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We may at any time have the right to carry out checks regarding the correctness, validity, and validity of the information or documents submitted to us, if fraud or discrepancies are found, we have the right to terminate, cancel, or block access and use of the Jutsoo Service;
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You are required to manage your Account independently;
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You agree and comply with the provisions applicable to Jutsoo;
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In Account Registration, you will enter your User Identity (“User ID”) and password (“Password”) as your Account Identity. If you use a User ID that we consider inappropriate, then we have the right to suspend and delete your account; And
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You are obliged to maintain the confidentiality of your User ID and Password. Any misuse of your User ID and Password is your full personal responsibility.
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5. Platform and Service Information

We as the owner and manager of the Site have full authority over:

i. Site layout; And
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ii. placement of your Information on the Platform.
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You acknowledge and agree that the management and/or placement of information regarding or related to the Services on the Platform carried out by Jutsoo is carried out entirely based on the Service Information used by You with Us, and therefore all Information as well as the accuracy, correctness and completeness of the Information is entirely Your responsibility.
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You are required to update the Information on the Platform directly through your account on the Platform whenever there are changes to your Information.
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You guarantee and indemnify us for any losses we experience as a result of inaccurate, untrue, and incomplete information. In this case, you also release discharge and indemnify us from all kinds of legal claims and/or compensation related to inaccurate information that arises and is submitted by other parties.
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You guarantee full authority (including the necessary permits and approvals from any third party) over your submitted information, including the Intellectual Property Rights of images, taglines, and/or other information and you hereby grant full authority to the Platform without violating any third party rights and applicable provisions.
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We have the right to cancel services to you with prior notification if any information in the information provided is inaccurate, untrue, incomplete, or contrary to applicable laws and regulations.
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6. Prohibition

In utilizing Jutsoo Services, whether intentionally or unintentionally, you are prohibited from:

Providing access to Jutsoo Services to parties who have no interest and without written notification to us;
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misusing Jutsoo Services for unlawful purposes;
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providing false and/or false information or documents;
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sending and/or spreading viruses into or through the site that may harm Jutsoo;
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violating the rights of any party including our Intellectual Property Rights or other parties;
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accessing Jutsoo Services unlawfully;
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carrying out actions that may affect the performance and/or function of Jutsoo Service;
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carrying out modifications, reverse engineering, duplication, and/or other exploits without Jutsoo's permission;
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destroying data on the Platform;
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using Jutsoo Services for transactions that are prohibited by applicable laws and regulations;
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If you violate the provisions contained in this Agreement, we have the right not to process your Service request and will take all legal action following applicable legal provisions.

7. Subscription Fees

You are obliged to pay Us the Subscription Fee for the Services specified in the Order Form.
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Without prejudice to any other provisions in the Agreement, We have the right to update the value of the Subscription Fee at any time by providing written notification to you before the change to the Subscription Fee becomes effective.
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The composition of Subscription Fees will not affect your balance and/or transaction information.
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Subscription fees and all other fees that have been paid are not refundable.
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Regarding the terms of payment of your Subscription Fee to Us, it will be made by sending an Invoice as regulated in provision number 9 regarding Billing, Payment, Fines, and Taxes.
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8. Intellectual Property

You give us the right and authority to use names, brands, logos, symbols, and other visual forms to support us in providing Services to you;
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You agree that the entire layout, design, and appearance of our Services and databases contained in and displayed on our Services constitute intellectual property rights that are legally owned by Jutsoo; and
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You agree that you will not use the name and logo of Jutsoo to other parties without first providing a written request to us.
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9. Billing, Payment, Penalty and Taxes

We will send invoice documents based on the Services you use;
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The billing and payment period will be based on the period and payment method as agreed on the Order Form and stated on the Invoice we send;
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If there is a delay in payment based on the period specified on the invoice that has been provided, we hereby have the right to temporarily suspend the use of Jutsoo Services until you have completed your payment obligations for the services that have been used and are willing to be subjected to a penalty of 2% (two percent) per month.
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If you are unable to fulfill your obligations regarding payment within 2 (two) months, then we have the right to stop your use of the service until you fulfill your payment obligations.
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All payments will be based on calculations as recorded in the Invoice between Us and You. The Parties hereby declare that each Party is responsible for complying with the provisions of tax regulations in force in Indonesia.
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The tax that has been withheld by you must be informed to Jutsoo by submitting Tax Withholding Proof to Jutsoo in a timely manner.
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10. Account Management and Training

You are obliged to use and manage the Platform and update all information in your account according to current conditions, including information regarding your profile and other information independently.
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Jutsoo only acts as a Platform Service provider and provides an account to you and does not have the right to manage or use your Account to prevent misuse of the Account from Jutsoo's side.
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To carry out the obligations under the provisions of Number 10.a., you have the right to request training from Jutsoo on using the Account.
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11. Anti-Bribery and Anti-Corruption

You hereby declare and guarantee that you have known, read, and understood all legal provisions and regulations relating to anti-bribery and anti-corruption that apply in Indonesia in every transaction and activity carried out in connection with us and will not carry out any form of acts of corruption that are prohibited based on the laws and regulations in force in Indonesia.

12. Responsibility

As long as it does not conflict with applicable legal provisions, we are not responsible for any damage or loss resulting either directly or indirectly from:

transactions you make;
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Your use and/or inability to use Jutsoo Services;
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Delays or interruptions in the Jutsoo Services;
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Your negligence and/or error in utilizing Jutsoo Services;
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Viruses and/or malicious software;
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Crashes, bugs, errors, and/or inaccuracies in the Jutsoo Services;
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Actions taken regarding your account;
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Hacking actions carried out by other parties on your Account.
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You hereby agree to release us, and be accountable to Jutsoo from and/or for all claims arising in connection with the matters mentioned above.

13. Representations and Warranties

You represent and warrant unconditionally and irrevocably to the other Party that:

You are a legal business entity established under the laws of the Republic of Indonesia;
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You have full rights and authority to collaborate and implement this Agreement;
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You have obtained all necessary consents and permissions to carry out this Agreement;
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This Agreement is a valid and binding obligation for each Party and can be implemented against each Party;
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Your signing of the Order Form and the implementation of the rights and/or obligations of each Party based on this Agreement do not and will not violate: (i) the provisions of the Articles of Association (if applicable), (ii) agreements, deeds, contracts or other documents where each party is a party and (iii) the applicable legal provisions and laws and regulations;
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each Party is not in (i) bankruptcy; (ii) the process of postponing debt payment obligations; (iii) dissolution process; and/or (iv) process for appointing a curator;
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You give us the right to review your use of our services (if necessary) and have the right to temporarily suspend your use of our services to prevent losses for the parties based on our assessment. We will give you access to Our Services again once the problem is resolved. You release Us from such suspension based on these provisions; and
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each Party will always comply with applicable laws and regulations in Indonesia relating to financial services, consumer protection, data storage, anti-bribery and anti-corruption, and other applicable regulations.
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14. Indemnification

You will release Us from any claims for Compensation and maintain the good name of Jutsoo (including Directors, Agents, and Employees) from any claims and demands, including legal fees, made by other parties in connection with improper use of Jutsoo Services and/or violations You do to other parties based on the provisions of this Agreement.
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We will provide reasonable compensation to you with the maximum value of the costs that you have paid to us in connection with claims made against us if we have been proven to be in violation of the provisions of this Agreement and the provisions of the law in force in Indonesia.
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You will provide reasonable compensation to us in connection with the losses we suffer if you violates the provisions of this Agreement and the legal provisions in force in Indonesia.
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15. Customer Service

We have Customer Service that you can use to obtain information, make complaints, and/or complain about the services we provide via the email address with the following details:

Email address: support@jutsoo.com

We guarantee complete confidentiality of your identity and will follow up on your needs.

16. Notifications

Any notification to you regarding the use of the Services will be given in writing either by letter or email at the address and/or email address provided to us;
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Notifications delivered by post must be deemed to have been received by the person concerned within two (2) Working Days from the date of delivery if the delivery is addressed to an address located in Indonesia;
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Notifications delivered via email must be deemed to have been received by the person concerned within two (2) Calendar Days from the date of sending the email.
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17. Confidentiality

Each Party is obliged to maintain the confidentiality of Confidential Information in connection with the implementation of this Agreement and is prohibited from disclosing Confidential Information to any third party without prior written approval from the Parties, except in the case of:

Confidential Information is already known to the general public;
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Confidential Information is already in the control of one of the Parties or has become known to one of the Parties before the Confidential Information is provided, notified, disclosed, and/or handed over by the other Party;
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The Confidential Information is known and/or is in the control of one of the Parties from a third party who is not bound by any provisions or agreement with either Party to maintain the confidentiality of the Confidential Information;
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Confidential Information is developed independently by one of the Parties without the assistance of the other Party;
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delivery, notification, disclosure, and/or announcement of Confidential Information has been agreed in writing by the Parties;
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one of the Parties is required or requested to disclose or provide Confidential Information based on: (i) applicable law, or (ii) orders, stipulations, and/or decisions from government institutions, agencies or authorities, judicial bodies, or other dispute resolution institutions, where the matter must be notified in writing by the Party required to provide such Confidential Information to the other Party as long as such notification does not violate applicable legal provisions and can practically be carried out by the Party required to provide such Confidential Information; or
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The Confidential Information is provided to employees, affiliates, partners, consultants, and/or advisors of each Party who need to know the Confidential Information.
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18. Personal Data Protection

Provisions regarding personal data protection will be regulated in the Privacy Policy which is an integral and inseparable part of this Agreement.

19. Force Majeure

We are not responsible to you for any violations, obstacles, or delays in fulfilling our services to you caused by Force Majeure or circumstances beyond our control, including but not limited to natural disasters, disease outbreaks, or fires that can be proven to be accidental, war, strike, sabotage, telecommunications network problems, or other forms of industrial action (“Force Majeure”), and/or actions, decisions from the government, and applicable legal provisions.
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We have full authority to determine the solutions we will take to fulfill our obligations to you.
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20. Effectiveness and Termination of the Agreement

This agreement is valid for 1 (one) year from the date the Order Form is signed and will be automatically extended, provided that: (a) the Agreement is not terminated based on provision Number 20.b. of this Agreement; and/or (b) you have not violated one or more provisions of this Agreement.
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This agreement can be terminated before the term expires:

i. based on the written agreement of the Parties;
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ii. if it is terminated by one of the Parties (“Terminating Party”) due to a violation of one or more provisions of this Agreement by the violating Party (“Breaching Party”), and the violation continues and is not corrected within 7 ( seven) Calendar Days from the date of the written warning delivered by the Terminating Party to the Violating Party. In this case, termination can be carried out by the Terminating Party by providing written notice of termination to the Violating Party no later than 7 (seven) Calendar Days from the effective date of termination as specified in the written notification. The absence of a written warning as referred to above will not eliminate the Violating Party's obligation to correct the violation; or
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iii. if it is terminated by one of the Parties by giving written notification to the other Party no later than 7 (seven) Calendar Days from the effective date of termination as specified in the written notification, if the other Party is dissolved by law or declared bankrupt or in a state of incapacity pay his debts.
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If the Agreement expires or is terminated, this does not eliminate your obligation for Jutsoo Service Fees until the end of the Agreement based on the Term stated on the Order Form and this obligation must be completed no later than 7 (seven) Calendar Days from the end date of the Agreement.
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If the Agreement expires or is terminated, each Party is obliged to continue to complete its obligations (both to you and the other Party) that have arisen before the end date of the Agreement, these obligations must be completed no later than 7 (seven) Calendar Days from the end date. The Agreement and all provisions of this Agreement will remain valid and binding on the Parties until all of these obligations are implemented.
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If the Agreement expires or is terminated, you can request the deletion of all your Confidential Information with the exception that each Party may store Confidential Information in standard backup data or as required by applicable laws and regulations.
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If this agreement expires or is terminated, the provisions of numbers 2 (Definitions), 7 (Subscription Fees), 8 (Intellectual Property), 9 (Billing, Payment, Penalty and Taxes), 12 (Responsibility), 14 (Indemnification), 17 (Confidentiality), 18 (Protection of Personal Data), and 23 (Applicable Law) remain in effect.
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The Parties hereby waive the provisions of paragraph 2 and paragraph 3 of Article 1266 of the Civil Code, thereby this Agreement can expire or be terminated following the terms and conditions as regulated in the Agreement without the need for a decision by any judge or court.
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21. Separation

If any clause in this Agreement becomes or is declared invalid, legally defective, or unenforceable based on applicable law and/or based on an authorized court decision, this will not affect the provisions, clauses, or other parts of this Agreement.

22. Third Party Rights

No party other than You and Us has any rights and obligations arising from the relationship between You and Us and this Agreement.

23. Applicable Law

The Agreement and Other Provisions contained in the Jutsoo Service are governed and interpreted based on Indonesian law, in the event of a dispute regarding this Agreement and Other Provisions, We and You agree to resolve all such disputes through the South Jakarta District Court.

24. Assignment

Each Party cannot and is prohibited from transferring and/or novating any or all of its rights and/or obligations under this Agreement to any Party without the prior written consent of the other Party.

25. Modification

Any modification we make to this Agreement will be displayed in the form of a notification on our Platform. You are required to read, view, and study the notice. We recommend that you visit this page periodically.

Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to legal@jutsoo.com.