TERMS & CONDITIONS

The Customer hereby agrees to comply with and bind him/herself onto the Terms and Conditions of eCustody Service as follows:

I. DEFINITION

The following definitions shall apply unless stated otherwise:

  1. Authorizer is a user with the duties of inspecting transaction data created by the Maker who (i) ensures that the transaction data fulfills the Customer's needs and (ii) gives approval / authorization / instruction to the Bank in order to perform transactions requested by the Customer.
  2. Bank is PT Bank Internasional Indonesia Tbk who provides eCustody services to the Customer and performs Custodial Transaction by the instruction of the Customer.
  3. Costs and Taxes refer to each and every cost (settlement), tax, fees and/or other expenditures (if any) which must be paid by the Customer in relation with the usage of eCustody services and/or Custodial Transaction.
  4. Calendar Day refers to each day of the sun calendar.
  5. Business Day refers to the day when the Banks are open in all cities in Indonesia to serve their Customers, perform their business activities and clearing transactions, excluding Saturday, Sunday and national holiday or other official day-offs specified by the Government of Republic of Indonesia.
  6. Internet/Web Based is an internet media used by the Customer to access eCustody services.
  7. eCustody Service Hours are applicable eCustody services time from 8.30 am BBWI – 5 pm BBWI.
  8. Maker is a User who inputs, creates and revises transaction data through the eCustody services for further inspection and approval by the Authorizer as stated in the appendix of Letter of Offer regarding the user profile system & access matrix and authority in the system or in another separate letter which may be received by the Bank.
  9. Materix of Authorization Approval is an internal regulation of the Users which regulates the limitations of access and approval for every User in relation with the eCustody services and Custodial Transaction as specified by the Customer and the appendix to letter off offer regarding the user profiles system and access matrix and the authority on the system or in a separate letter which may be received by the Bank.
  10. Customer is a party performing Custodial Transaction and owning an Effect Account and the user of eCustody services based on these Terms and Conditions.
  11. The Parties collectively refer to the Bank and Customer.
  12. Password is a number of secret unique characters (a minimum of alphanumerical digits) owned by every user and required to access the eCustody services. Initially, the Bank will provide a password to the Customer and the Customer is required to replace the password using their own password before performing any transaction through the eCustody services. The Customer is fully responsible for the confidentiality of the password.
  13. Authorized official is a single individual or more who are given the power and authority by the Customer in the name of the board of directors to represent the costumer in accordance with the costumers’ articles of association to communicate with the Bank, including to sign documents and forms as well as to access and to approve custodial transactions and the eCustody services.
  14. Applicant is the applicant or Customer who requested a Custodial Transaction to the Bank through the eCustody services.
  15. Custodians’ Agreement is a partnership agreement between BII Kustodian and the costumer which contains the rights and obligations of each party and signed as well as approved by both Parties in accordance with the custodians agreement.
  16. System requirements refer to all hardwares and softwares of the Customer which have fulfilled the criteria specified by the Bank as stated in the appendix of the letter of offer regarding the hardware and software requirements or in any separate letter appointed by the Bank.
  17. Party refers to the Bank or the Customer.
  18. Account refers to one or more effects account owned by the costumer at the Bank as regulated in article III of these Terms and Conditions.
  19. Letter of offer refers to a letter issued by the Bank and approved by the Customer in which the Bank agrees to provide eCustody services to the costumer in order to support Custodial Transaction with the Bank.
  20. Terms and conditions refer to the Terms and Conditions of these services which bind and the costumer and the Bank. The letter of offer along with all appendix and other documents specified by the Bank from time to time shall constitute an agreement which binds the Customer and the Bank. The letter of offer along with its appendix and other documents specified by the Bank from time to time, including any other relevant agreements and documents (if any) shall constitute an inseparable part of these Terms and Conditions.
  21. System Administrator is a user whose duties include activation of technical administration, such as user administration, access and users of eCustody as stated in the appendix to the letter of offer regarding user profiles system and matrix of access and authority of the system or in any separate letter which may be received by the Bank.
  22. Token refers to a special device provided by the Bank to the Customer with the purpose of giving access to the authorizer in order to conduct a release off the Custodial Transaction and the eCustody services. The Customer is fully responsible for the usage or misuse of token by any party.
  23. Custodial transaction is a settlement transaction, both sales and purchase, conducted through the custodian work unit. The Customer is fully responsible for any transaction data sent by the Customer through the eCustody services.
  24. eCustody is a form of electronic Banking service (Internet/Web Based) which can be used or accessed by the Customer in relation with Custodial Transaction, including to provide instructions and to obtain information or report regarding Custodial Transaction perform through the eCustody services.
  25. User refers to a person or individual or employee or any official appointed by an authorized official to access the eCustody services in accordance with his or her proper function as stated in the Terms and Conditions as stated in the appendix to the letter of offer regarding the user profiles system and matrix of access and authority in a system or in any letter received by the Bank.
  26. User ID is a number of unique characters (a minimum of 10 alphanumerical digits) used as a user identity to access eCustody services to enable the performance of duties as maker and authorizer.

II. SCOPE OF SERVICES

  1. The Customer agrees to bind itself and complies with all Terms and Conditions specified by the Bank in relation with the eCustody services and a Custodial Transactions within, including these Terms and Conditions.
  2. The Customer agrees that the Bank, at its own discretion and policy, is entitled to reject or approve or provide or terminate the eCustody services.

III. PROCEDURE AND PERFORMANCE OF eCUSTODY

  1. In order to use the eCustody services, all Terms and Conditions specified by the Bank must be fulfilled by the Customer, including the return of letter of offer signed by the Customer or any other assignee or authorized official of the Customer and the Submittance of documents required by the Bank.
  2. The Bank provides eCustody services to the costumer by taking into account the matrix of authorization of approval delivered by the Customer to the Bank. The Customer’s instructions will be executed by the eCustody services system based on a matrix of authority of approval.
  3. In regards with the matrix of authority of approval, the Customer is required to assign the following users from among the individuals in its organization, who will assume duty as:
    1. System Administrator;
    2. Maker ; and
    3. Authorizer.
  4. The Bank will provide a user ID, password, and to open to the costumer or any assignee in a closed envelope in proper condition. Upon the receipt of such user ID, password, and token by the Customer, the Customer shall be required to provide a form of receipt in a format and with the content specified by the Bank (“Receipt”). The Customer is required to perform the following actions at the earliest opportunity: (i) reject to submit a receipt and (ii) return the user ID, password and token, if the user ID, password and token were not received in proper condition.
  5. If the receipt has been received by the Bank, the Bank is entitled to verify the receipt. Based on its own discretion, the Bank may immediately activate the eCustody services and notify such activation to the Customer. However, the Bank is entitled to delay such activation if the receipt is not received properly at its own discretion.
  6. Verification, as stated in section 5 of this article can be performed by the Bank through the following means: (i) by requesting the required documents to the Customer, to which the Customer is required to comply, or (ii) by any other means deemed proper by the Bank.
  7. The Customer is required to maintain the confidentiality of user ID, password, and token provided by the Bank and to ensure that the user will maintain the confidentiality of such user ID, password and token given by the Bank.
  8. The Customer is fully responsible for the usage of user ID, password and open.
  9. If the Customer instructs any change or approval over the Custodial Transaction through the eCustody services, the Customer shall agree and required to fulfill its obligations over the procurement of instructions/changes/approval and all provisions applicable at the Bank, including but not limited to any taxes and fees which may be incurred.
  10. If the Customer is required, under any instruction, to pray all obligations, including taxes and fees related with the performance of Custodial Transactions, the Customer hereby agrees and authorizes and gives power to the Bank to deduct such obligations from the Customer’s account.

IV. TECHNICAL SYSTEM’S TERMS AND CONDITIONS

  1. The Customer is required to fulfill the system requirements specified by the Bank in order to access and use all facilities available in the eCustody services in an optimal manner.
  2. The Bank is entitled to change the system requirements at all times through written notification to the costumer at the latest of 7 (seven) business days before changes are effective.
  3. The Customer may only use the eCustody services in accordance with the guidance, procedure and provisions specified by the Bank and therefore remain fully responsible for any action taken outside such guidance, procedure and provisions.
  4. The Customer agrees to maintain the confidentiality of all information regarding the eCustody services, including but not limited to the user ID and password as well as token and to restrict access and usage by its employees (based on the proper obligation and good will) or by any other party assuming the role of the user and shall assume responsibility for every loss incurred due to a default or any other form of misuse in accordance with these Terms and Conditions.

V. COSTS AND METHOD OF PAYMENT

  1. For the purpose of instructions sent by the Customer through the eCustody services, as stated in these Terms and Conditions, the Customers shall be imposed with fees and taxes (the amount of which is in accordance with the appendix of schedule III of the custodians agreement).
  2. The imposition all fees and taxes as stated in section 1 of this article and or the payment of Customers’ obligations for the Custodial Transactions as well as the usage of eCustody services as stated by the Bank, shall be performed by the Bank through deduction from the Customer’s account (as stated in schedule I of the Custodians’ Agreement).
  3. The Customer is required to provide adequate amount of funds in its account at all times for the purpose of payment of fees and taxes and or other obligations as stated above. The Bank is entitled to take any action required in order to finalize the Customer’s obligations in accordance with its policy based on its own discretion.
  4. The Bank is entitled to conduct a review and to change the amount of fees and taxes for each transaction at all times through a written notification to the costumer within a reasonable period of time before the changes become effective.

VI. CUT OFF TIME FOR THE CUSTODIAL TRANSACTION THROUGH THE eCUSTODY SERVICES

  1. The Bank will process Custodial Transactions received from the Customer through the eCustody services if (i) such instruction is received by the Bank on a business day during the eCustody services hours, (ii) there’s no disturbance outside of the Bank’s control, (ii) there is no order by an authority or institution of the government which instructs the delay or cancellation of transaction, and (iii) there is no violation of Terms and Conditions of the Bank or any other relevant provisions of Law in the Bank’s knowledge.
  2. In the event of (i) the Customer’s instruction through the eCustody services as stated in section 1 of this article is received by the Bank on a business day outside of the eCustody services hours, (ii) no disturbance occuring outside of the Bank’s control, (ii) no order by an authority or institution of the Government which instructs the delay or cancellation of transaction, and (iii) no violation of Terms and Conditions of the Bank or any other relevant provisions of law in the Bank’s knowledge, the Bank shall process the Custodial Transaction on the next business day.

VII. ACTIVATION OF eCUSTODY, CHANGES AND TERMINATION OF ECUSTODY SERVICES

  1. The eCustody services activation period is as stated in writing by the Bank to the Customer notwithstanding the provisions of article III of these Terms and Conditions.
  2. The Bank name, at its own discretion, deactivate, terminate or close down the eCustody services without any obligation of notifying the reason behind such deactivation, termination or closure to the Customer. Such deactivation or termination may result in the inaccessibility of the eCustody services. However, these Terms and Conditions shall remain applicable along with other relevant Terms and Conditions regarding the custodian transactions for as long as the Customer has not yet finalized its obligations to the Bank.
  3. If the Customer intends to add, eliminate, change or replace its user and or user ID ("User Change"), it shall be required to fill in and submit a form provided by the Bank within 7 (seven) business days before the effective date of the intended user change. The user change shall be effective automatically upon the receipt of such form in a proper condition by the Bank and based on the Bank’s assessments that the user change has complied with all requirements specified by the Bank.

VIII. TERM AND TERMINATION

  1. The eCustody services shall be effective upon its stipulation by the Bank through a written notification to the Customer as regulated in section 1 article VII of these Terms and Conditions.
  2. The eCustody services are subject to termination or revokement or closure by either or both Parties ("termination of eCustody").
  3. Notwithstanding the Bank’s rights as stated in section 4 of this Article, in the event of the costumer intends to terminate the eCustody services as stated in section 2 of this article, the Customer is required to fill in and submit a form provided by the Bank within 7 (seven) business days before the effective date of eCustody services termination (“Termination of the eCustody by the Customer”).
  4. The Bank is entitled to terminate the eCustody services from time to time through written notification to the Customer ("Termination of eCustody by the Bank"). Termination of the Cass city by the Bank maybe temporary or permanent or merely a deactivation of eCustody services only.
  5. Termination of eCustody services shall not be construed as the revokement of Customers obligations based on and in relation with the use of eCustody services, and the Customer remains obliged to finalize it obligations to the Bank in an optimum and timely manner notwithstanding the Bank’s policy and provisions.
  6. Termination of eCustody services shall not be construed as the termination of Custodial Transactions by the Bank.
  7. For the purpose of termination of eCustody services, the Parties agree to waive the provisions of article 1266 of the Indonesian Civil code of law to the extent of the requirement of a court ruling in order to terminate these Terms and Conditions.

IX. TERM AND TERMINATION

All powers and authorities related with the eCustody services and Custodial Transactions granted by the Customer to the Bank under these Terms and Conditions or in any other separate document shall constitute a significant and inseparable part of these Terms and Conditions. Therefore, such power and authority may not be changed, revoked or cancel and shall not be terminated or removed for any reason whatsoever including but not limited to the causes of expiry of power of attorney as specified in Articles 1813, 1814 and 1816 of the civil code of law. Each word regarding the powers and authorizations under these Terms and Conditions shall be deemed to have been contained within these Terms and Conditions and shall not require a separate power of attorney.

X. FORCE MAJEURE

The Bank shall not be held responsible for any loss is incurred due to any violation against these Terms and Conditions occurring outside of the Bank’s control and power, including but not limited to natural disasters such as earthquake, tornado, flood, landslide, lightning strike, eruption, and other natural occurrences, fire, civil commotion, terrorism, sabotage, embargo, mass strike, war, both officially stated or not, issuance of a provision of law by the State to which the Bank is required to comply, and therefore the Bank’s obligations over the Terms and Conditions shall be postponed throughout the duration of the above force majeure and or its impact.

XI. NOTIFICATION

  1. All correspondences and or notifications to be delivered to a party by the other party in relation with the eCustody services shall be performed by fax, registered mail or Courier Service Company or an employee of each party.
  2. Correspondences and notifications and or communications shall be deemed to have been received under the following conditions:
    1. On the same business day, if delivered directly with a receipt bearing the signature of the recipient on the delivery log or any other form of receipt issued by the sender.
    2. On the 5th (fifth) business day, if such notification is sent by mail, as proven with a receipt of registered mail delivery.
    3. On the same they give such notification is delivered by fax or e-mail in a good and legible condition.
  3. The Customer hereby agrees that the Bank may notify or on now owns any matter related with the eCustody services to the Customer through a notification or notice in the following manners:
    1. Posted at the head office or branch offices of the Bank, which will be deemed to have been received by the Customer on the day of its postage; or
    2. Advertised on a newspaper, which will be deemed to have been received by the Customer on the date of its advertisement on the newspaper; or
    3. Enclosed or contained or attached to a statement of account delivered to the Customer, in which case such notification will be deemed to have been received by the Customer on the date stated in such statement of account.
  4. In the event of the change of address of the party to a different address than stated or registered in the eCustody services, such change must be notified in writing to the other party within 5 (five) calendar days before the change of address becomes effective. Failure of such notification shall result in the correspondents being sent to the last known registered address in the eCustody services.

XII. RELEASE OF RIGHTS

  1. In the event of failure, delay or postponement of the enforcement of the Bank’s rights to demand the fulfillment of Customers obligations to the Bank under these Terms and Conditions or any other relevant provisions regarding a Custodial Transaction, such failure, delay or postponement shall not be construed as a release of the Bank’s rights to enforce its rights or demand of fulfillment of the Customers obligations to the Bank under these Terms and Conditions or any other relevant provision in the future.
  2. The Customer hereby states that it is aware of the characteristics of eCustody services, including but not limited to Terms and Conditions regarding the mechanism, fees and taxes as well as risks pertaining to the products and services of Custodial Transactions and therefore shall indemnify the Bank from any form of liability, claim, complaints, compensation or any form of litigation proposed by the costumer and or any other party and the costumer also agrees to compensate for each loss which may be incurred by the Bank as a consequence of information and execution of instructions from the Customer related with the eCustody services and Custodial Transactions.
  3. The Customer understands that upon accessing the eCustody services, it is exposed to online disturbance risks, including but not limited to web page downloads, display, icon, color, text and download time. In regards to the above, the Customer hereby indemnifies the Bank from any form of liability, claim, complaint, compensation or any form of litigation proposed by the Customer and or any other party as a result of such disturbance.
  4. The Customer indemnifies the Bank from any consequence, losses and any other form of liability in regards to:
    1. Any error of input and or medicines of information for data and or instructions on the part of the Customer in relation with the Custodial Transactions performed.
    2. Customers access to illicit content of eCustody services in the form of fraud, imitation, cracking or hacking and or modification for the purpose of fraud or any other action taken by another party which is believed to be an act of crime or a violation of law in which the eCustody services become identical in terms of does play, icon, color, text, information, content, online address or any other aspect similar to the eCustody services, resulting in scam or mistake of input or involuntary Submittance of user ID, password and token, directly or indirectly.

XIII. CONFIDENTIALITY

  1. The Customer is entitled to maintain the confidentiality of information related with these Terms and Conditions, eCustody services and Custodial Transactions (“Confidential Information”) and shall refrain from using such confidential information for any purpose other than the ones specified under these Terms and Conditions, unless if the confidential information has become a public domain. If the Customer is instructed by an authorized institution to disclose the confidential information, it will be allowed to disclose the confidential information upon written notification to the Bank at the latest of 5 (five) business days before the intended date of disclosure of confidential information.
  2. The Customer is required to maintain the confidentiality of information after the expiry of eCustody services and transaction services.

XIV. TRANSFER OF RIGHTS AND OBLIGATIONS

  1. The Bank is entitled to divert or release a part of or its entire rights and obligations under these Terms and Conditions to any party whatsoever without prior notification to the Customer.
  2. To Customer is not allowed to divert or release any of its rights and obligations under these Terms and Conditions to any party whatsoever.

XV. GOVERNING LAW AND SETTLEMENT OF DISPUTE

  1. All matters regulated under these Terms and Conditions including the validation, interpretation of funds of execution shall be regulated and construed under the laws applicable within the territory of Republic of Indonesia, unless expressed otherwise under these Terms and Conditions.
  2. Each and every dispute and difference of interpretation or disagreement which may arise between the Bank and the costumer in relation with the eCustody services shall be settled through a consensus for unanimous agreement.
  3. If a consensus cannot be reached, the Parties agree to settle all of differences and disputes through court with a permanent and legal domicile at the Central Jakarta district court’s registrar office, notwithstanding the Bank’s rights to file a lawsuit or litigation to the Customer live in any jurisdiction within the territory of Republic of Indonesia (non-exclusive jurisdiction).

XVI. MISCELLANEOUS

  1. These Terms and Conditions and the letter of offer constitute an inseparable part of the entire agreement.
  2. All matters which are not yet or inadequately regulated within these Terms and Conditions or any partial or entire modification hereto shall be regulated in a separate agreement and shall be effective upon the Bank’s notification to the Customer and shall constitute an inseparable part of these Terms and Conditions.
  3. These Terms and Conditions shall apply to and bind the Customer and its assignee or transferee or recipient of its rights.
  4. If any provision under these Terms and Conditions is deemed invalid, unenforceable or in violation of the law for any reason whatsoever, its invalidity shall not affect other provisions of these Terms and Conditions, which will remain fully effective.
  5. These Terms and Conditions shall also compliant with other provisions related with the execution of Custodial Transactions at the Bank and shall constitute an inseparable part of these Terms and Conditions.
  6. Headings and definitions in these Terms and Conditions are used solely for the purpose of practicality and comprehension of the content of these Terms and Conditions.
  7. Notwithstanding the policy and provisions applicable at the Bank or any other provisions of law, the Bank shall be entitled, through prior notification to the Customer, to finalize every due obligation payable by the Customer to the Bank, regardless of the origin or currency of such obligation. For the above purpose, the Bank shall be entitled to deduct the sum of such obligation from the Customer’s account and convert the said sum into the required currency in accordance with the then applicable exchange rate.
  8. The Bank may, at its own discretion, modify the content of these Terms and Conditions through prior written notification to the Customer. such amendment of the Terms and Conditions shall not be construed as the revokement of Customers rights to terminate the eCustody services as regulated in article VIII on these Terms and Conditions.
  9. Customer’s obligations within the context of these Terms and Conditions must also include the costs of settlement, interests, fines, fees and expenditures incurred by the Customer, unless expressed otherwise.

XVII. GENERAL PROVISIONS REGARDING THE EXECUTION OF CUSTODIAL TRANSACTIONS THROUGH ECUSTODY

  1. The Bank is entitled to approve or reject every request or instruction delivered by the costumer at its own discretion. The Bank’s rejection of request or instruction from the costumer must be notified in writing.
  2. For the purpose of payment of all obligations of the costumer for the usage of eCustody services and Custodial Transactions, the Customer is required to submit or make available an adequate amount of funds in its account at the Bank to be used for payment to beneficiaries or any party entitled to receive payment or to finalize other obligations of the Customer in relation with the usage of eCustody services and Custodial Transactions. The funds must be free from any liability or terms and must be readily available for use by the Bank before the due date of such obligations.
  3. Each request or instruction delivered by the Customer through the eCustody services which is already authorized by the Authorizer may not be changed, delayed, or cancelled without prior written approval from the Bank.
  4. Any addition or modification of the Custodial Transaction by the Customer’s request is subject to these Terms and Conditions which bind the Customer.
  5. Unless expressed otherwise, the Parties agree that every amendment, addition, modification, or waive of any provision in these Terms and Conditions may only be performed through written notification from the Bank to the Customer without the need for the Customer’s signature, and such notification constitutes an inseparable part of these Terms and Conditions.