Subscription Terms & Conditions

Introduction

These terms and conditions (the “Terms and Conditions”) govern the provision of services (the “Service”, as defined below) by and between Nex Solusi Teknologi (“NEX”) and the CUSTOMER (as defined below). These Terms and Conditions form part of the Subscription Form (as defined below). Once the Subscription Form is in effect, the CUSTOMER is deemed to have read, understood, and accepted these Terms and Conditions.

Definitions

In these Terms and Conditions:

Service

Means the NEX service specified by the CUSTOMER in the Subscription Form.

Customer

The party that enters into a Service Contract with NEX to use the NEX Service.

Service Contract

The NEX Subscription Form signed by the CUSTOMER or the CUSTOMER’s authorized representative, together with these Terms and Conditions, the Service Fees, and any other related rules, guidelines, and usage limits or prohibitions applicable to the Service as notified to the CUSTOMER from time to time.

Fees

The installation fee, subscription fee, and any other charges levied by NEX in connection with providing the Service.

Minimum Term

The minimum subscription period stated in the Service Contract.

Subscription Period

• The Service term begins on the Service Activation Date and ends at the end of the first year, in accordance with the “Minimum Term”.
• After the minimum term, the Service Contract renews automatically unless terminated under clauses 7, 8, 9, 10, or 14.8 of these Terms and Conditions.
• Requests to increase Service capacity (Upgrade) during and after the Minimum Term are permitted.
• A capacity increase (Upgrade) does not change the Minimum Term.
• The CUSTOMER may not reduce Service capacity (Downgrade) before the Minimum Term ends.
• The CUSTOMER may move the Service from one point to another, internally or externally, after giving NEX at least fourteen (14) calendar days’ written notice. Internal or external relocation fees will be charged to the CUSTOMER. External relocation depends on Service availability in the area requested by the CUSTOMER.
• Monthly subscription fees are billed in accordance with clause 14. If a capacity increase or decrease takes place other than at the start of a billing month, the monthly fee is prorated from the date of the change.

Terms and Conditions for Automatic Renewal:

On automatic renewal under clause 3.1.b, the same Terms and Conditions apply, including any amendments to these Terms and Conditions issued under clause 12.4 up to the renewal date.

Service Activation

The Service is activated in accordance with the requirements set out in this article 4 or elsewhere in these Terms and Conditions.

• The Services offered depend on NEX service availability in the CUSTOMER’s area.
• To make sure the NEX Service is available and of good quality, NEX must carry out a survey before providing the Service.
• The access line will be installed for the CUSTOMER by NEX.
• The CUSTOMER must have equipment capable of receiving the Service.
• CUSTOMER equipment used or installed by the CUSTOMER.
• In connection with the Service, the CUSTOMER must:
  a. Be technically compatible with the Service and not endanger the NEX network or any other network;
  b. Be connected and used in accordance with the relevant instructions, standards, and laws.

• The Service is activated and takes effect once NEX’s service and facilities are ready for operation and confirmed by both parties in an Activation Report (Berita Acara Aktivasi).

Preparation and Access at the CUSTOMER’s Premises

• The CUSTOMER agrees to prepare the premises and give NEX access to them.
• Where NEX requires it, the CUSTOMER must ensure that authorized NEX personnel are allowed to enter any CUSTOMER premises at times set by NEX and remain there for as long as needed to carry out any inspection, repair, or testing relevant to the provision of the Service.

Misuse of the Service

• Changing the equipment and/or Service configuration without NEX’s knowledge.
• Moving the Service away from the previously agreed location and/or moving the interconnection point without NEX’s knowledge and written approval.
• Using the Service for acts that offend ethnicity, religion, race, or inter-group relations (SARA), moral values, ethics, decency, propriety, or the law, including hacking and/or spamming and/or flooding and/or spoofing and/or hoaxes and/or email forgery and/or infringement of Intellectual Property Rights, in the broadest sense;

Network Interruptions

• The CUSTOMER understands that from time to time NEX may carry out maintenance or testing, repair faults in the NEX network, or experience unplanned outages for any reason, which may disrupt the Service. NEX will use reasonable efforts to promptly fix faults in its network and minimize unplanned outages. The CUSTOMER understands that NEX may change the technical specifications of the Service, provided that no change materially affects the substance or performance of the Service. NEX will strive to keep the Service stable with minimal disruption and will give the CUSTOMER advance notice where possible, in accordance with NEX’s provisions.
• If NEX fails to meet the Service Level Agreement stated in this Subscription Form while the CUSTOMER has fulfilled all of its obligations under this Subscription Form, NEX will provide restitution to the CUSTOMER.
• Compensation to the CUSTOMER is given as a fee adjustment on the next monthly invoice, using the following formula
  Restitution = (SLA – SLM)*MF
  SLM = (a – b) / a * 100%
  SLA = Service Level
  SLM = Actual Service Level per month
  MF = Monthly Fee
  a = Hours per month
  b = Downtime per month
• Restitution may be granted if the CUSTOMER claims it no later than 3 months after the disruption. Claims made after this deadline cannot be granted.
• The service level does not apply to force majeure events as defined in paragraph 15.

Service Cancellation by NEX

• Subject to clause 14.5 below, NEX may stop the Service if the CUSTOMER has unpaid bills.
• The Service may be terminated without prior notice for any violation by the CUSTOMER of the law, rules, regulations, or policies of the authorities.

Subscription Cancellation

• If the CUSTOMER cancels the subscription before installation begins, NEX may charge a Fee it considers appropriate to cover initial costs already incurred, not exceeding the Installation Fee stated in the Subscription Form.
• If Service installation (route planning, switching, programming, equipment configuration) has begun before cancellation, NEX may charge the installation fee, not exceeding the Installation Fee stated in the Subscription Form.

Termination by the CUSTOMER

• The CUSTOMER may terminate the Service Contract by giving NEX written notice at least thirty (30) calendar days in advance.
• If the Service Contract is terminated before the end of the minimum term, the CUSTOMER must pay the subscription fee for the remaining months of the minimum term stated in the Service Contract.

CUSTOMER Responsibilities

• The CUSTOMER must pay NEX the subscription fee on time as specified in the monthly bill.
• The CUSTOMER is responsible for loss of or damage to any equipment at its premises owned, supplied, or installed by NEX, whether or not with the CUSTOMER’s knowledge or permission.
• The CUSTOMER will pay NEX the cost of repairing such equipment and must give a written undertaking not to damage or misuse the equipment in future.
• The CUSTOMER agrees to comply with all applicable laws, rules, and regulations in connection with the Service.
• The CUSTOMER agrees to notify NEX if it relocates and of any change to its address, contact details, and/or telephone number.
• The CUSTOMER is fully responsible for data retrieved, stored, or transmitted through the Service.

NEX Responsibilities

• NEX must carry out initial testing of the physical network to make sure the Service provided to the CUSTOMER’s premises
  can be activated.
• NEX must maintain Service quality in line with the Service Level Agreement stated in the Subscription Form.
• NEX must stop or restrict the Service when required by conditions beyond its control, or when the Service is used in breach of these Terms and Conditions, NEX policies and procedures, or the law.
• NEX must change Service parameters it considers necessary to accommodate technology upgrades, improvements, or expansion.
• NEX may amend these Terms and Conditions as it considers necessary. The CUSTOMER will be notified of any changes to these Terms and Conditions.

Limitation of NEX Liability

• Liability. The Service is provided as is. To the extent permitted by law, NEX is not liable to the CUSTOMER for any direct, indirect, or consequential loss or damage resulting from the provision of the Service.
• Indemnity. The CUSTOMER may not hold NEX liable for any loss or liability, including without limitation costs and attorney’s fees, resulting from third-party claims or demands (including without limitation for injury or death) caused by or arising from the negligence, willful misconduct, or breach of the CUSTOMER, its staff, employees, partners, and affiliates.

Billing

• NEX will issue a monthly bill to the CUSTOMER, including charges for other services used by the CUSTOMER, together with any arrears and previous charges.
• Monthly subscription fees are billed in advance (advance payment).
• The CUSTOMER agrees to pay all service bills within the deadline stated on the bill issued by NEX, using one of the payment methods specified on the bill.
• The CUSTOMER agrees to pay the installation fee, connection fee, and any other charges related to activating the network before the service is activated.
• NEX has the right to suspend or terminate part or all of the Service if the CUSTOMER’s payment is past the payment grace period. Failure by the CUSTOMER to receive a bill is not a valid reason for non-payment.
• The monthly subscription fee and any other charges are prorated from the activation date to the first monthly billing date. Subsequent months are billed at the monthly subscription fee stated in the Subscription Form.
• NEX will notify the CUSTOMER before disconnecting the Service for non-payment and give an opportunity to pay the outstanding bill before disconnection.
• Where the CUSTOMER’s Service has been stopped under clause 14.5, reconnection is possible once outstanding bills have been paid. NEX will provide details of any reconnection fee, if applicable.
• Requests from the CUSTOMER to migrate the Service or change the Service type must be authorized by NEX.
• Late payment after the due date stated on the monthly bill incurs a penalty of 1‰ (one per mille) of the bill amount per day of delay.
• All taxes arising from this service subscription are the responsibility of the Parties in accordance with the prevailing laws and regulations.

Force Majeure

• Force Majeure in this agreement means events beyond the Parties’ control that stop or delay the performance of this agreement, such as earthquakes, floods, fires, landslides, general strikes, riots, war, rebellion, and other events that prevent one of the Parties from fulfilling its obligations.
• If a Force Majeure event as referred to in paragraph (1) of this Article affects one of the Parties, the affected Party must notify the other Party no later than 7 (seven) calendar days after the Force Majeure event begins, as confirmed by the competent authority.
• Any loss and cost suffered by one party as a result of Force Majeure is not the responsibility of the other party.

Dispute Resolution

• If a dispute arises in connection with this contract, the Parties agree to settle it by deliberation to reach consensus.
• If the dispute cannot be settled by deliberation, the Indonesian National Arbitration Board (BANI) will be asked to resolve it through its arbitrators under the BANI rules of procedure, at first and final instance.
• While a dispute is being resolved, the Parties continue to exercise their respective rights and obligations under this Agreement.
• These Service Contract Terms and Conditions are governed by the laws of the Republic of Indonesia, including other government regulations and policies on telecommunications in force in Indonesia.

Confidentiality

• The parties must keep confidential all data, information, or documents in any form obtained in the course of performing this Service Contract.
• Documents in the form of data, reports, and other information received by the Parties belong to the Parties and will not be disclosed to any other party, orally or in writing, without the other party’s consent, during the Service Contract and after its termination.

Closing Provisions

• If there is any difference in interpretation between the English and Indonesian versions of these Terms and Conditions, the Indonesian version prevails.
• Termination of this Service in accordance with its provisions may be carried out without a court order, and the Parties hereby agree to waive Articles 1266 and 1267 of the Indonesian Civil Code insofar as they require court approval to terminate this Service.
• The Subscription Form and this Terms and Conditions Attachment are an integral part of the Service Contract and have the same legal force.
• The Subscription Form is made in 2 (two) originals with identical content and wording, each with the same legal force once signed by both parties.