Terms and Conditions

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DEFINITIONS

In this Agreement, including its recitals, except to the extent that the context otherwise requires, the following words and expressions shall have the following meanings:

Conditions  - means the conditions for CLICKARGO E-Logistic Service.

Contract  - means this agreement that is entered into by and between CLICKARGO and the Customer comprising the following documents and, unless otherwise stated in the Service Schedule, in the following order of precedence: The Order/Registration form; the Service Schedule; the Conditions; the Customer Requirements Form (if any); and any other documents expressly incorporated by any of these documents or by agreement between the Customer and CLICKARGO.

Customer  - means the person or any party with whom CLICKARGO contracts to provide the Service (or, where applicable, an CLICKARGO pricing package).

Customer Requirements Form  - means the form that sets out the requirements for the Service agreed between the Customer and CLICKARGO Group

CLICKARGO  - means the trading name for CLICKARGO

Service  - means the service or part of the service specified in the Service Schedule Service Level The standard of Service set out in the Service Schedule

Service Schedule  - means the schedule to these Conditions that describes the Service to be provided by CLICKARGO or where applicable the terms of a CLICKARGO pricing package

Service Start Date  - means the date on which the Service is first made available to the Customer unless otherwise stated in the Service Schedule.

1.               COMMENCEMENT

1.1.            The Contract begins on the date CLICKARGO communicates its acceptance of the Customer's order for the Service and continues until it is ended by the Customer or CLICKARGO in accordance with this Contract.

1.2.            The Service commences on the Service Start Date.

2.               CHARGES AND PAYMENTS

General

2.1.            Charges for the Service are as detailed in the Service Schedule and calculated using the details recorded by CLICKARGO.

2.2.            CLICKARGO will send the bills to the email address notified by the Customer to CLICKARGO.

2.3.            The Customer will be liable for charges for the Service from the Service Start Date, unless otherwise stated in the Service Schedule.

2.4.            The Customer agrees to pay all charges are exclusive of VAT which is chargeable at the applicable rate, unless otherwise provided in the Service Schedule.

2.5.            As part of its credit management procedures, CLICKARGO may at any time:

2.5.1         Require the customer to authorize charges to their credit or debit card via the secure payment facilities of PayPal; and/or

2.5.2         Require the Customer to pay a deposit or provide a guarantee as security against payment of future bills by the means requested by CLICKARGO.

2.6.            Payment is due on the date as specified on the bill, unless otherwise stated in the Service Schedule.

2.7.            Where CLICKARGO has agreed that the Service can be included within a standard CLICKARGO pricing package or scheme, the Customer agrees that while the Service is included within the pricing package or scheme the charges specified in the Service Schedule may be amended by the terms of the pricing package or scheme. Upon termination of the pricing package or scheme, the charges will revert to those specified in the Service Schedule.

Disputed Bills

2.8.            If the Customer disputes any charge on a bill the Customer will notify CLICKARGO in writing within 14 (fourteen) days of the date of the bill with all relevant information.

2.9.            Any disputes will be resolved promptly and the resolved amount, if any, is payable immediately.

Late Payment

2.10.         If CLICKARGO does not receive any payment by the due date, CLICKARGO may charge the Customer:

2.10.1       Any late payment charge as referred to in the Service Schedule; and/or

2.10.2       Daily interest on late payments at a per annum rate equal to [2%] for the period beginning on the date on which payment is due and ending on the date on which payment is made.

2.11.         If the Customer does not pay the bill, CLICKARGO may instruct a debt collection agency to collect payment (including any interest and/or late payment charges) on its behalf. If CLICKARGO instructs an agency, the Customer must pay CLICKARGO an additional sum. This will not exceed the reasonable costs CLICKARGO has to pay to the agency, who will add the sum to the Customer's outstanding debt on CLICKARGO's behalf.

2.12.         If any sum owed by the Customer to CLICKARGO under the Contract or any contract with CLICKARGO is not paid by the due date, CLICKARGO may deduct this sum from any payment or credit due to the Customer under the Contract or any other contract with CLICKARGO.

3.              AMENDMENT

3.1.            CLICKARGO may amend or modify the Contract (including the charges) at any time and will publish any change in line with clause 3.2.

3.2.            Unless otherwise stated in the Service Schedule, CLICKARGO will publish any changes to the Contract (including the charges) online at [insert address of www.clickargo.com (or any other online address that CLICKARGO may advise the Customer), as follows:

3.2.1         For changes that are to the Customer's significant detriment, at least 14 (fourteen) days before the change is to take effect; and

3.2.2         For all other changes at least one day before the change is to take effect.

4.              TERMINATION

4.1.            The Customer may cancel the Contract or the Service at any time before CLICKARGO provides the Service. The Customer will pay CLICKARGO the cancellation charges specified in the Service Schedule.

4.2.            The Contract or the Service may be ended by either party on [30] days written notice to the other unless otherwise stated in the Service Schedule.

4.3.            The Customer may end this Contract if CLICKARGO materially breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by the Customer to do so;

4.4.            CLICKARGO may suspend the Service or end the Contract, or both, at any time without notice if:

4.5.            The Customer breaches the Contract or any other contract that the Customer has with CLICKARGO and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by CLICKARGO to do so. In this clause breach includes non-payment of any valid invoice by the due date; or

4.6.            CLICKARGO reasonably believes that the Service is being used in a way forbidden. This applies even if the Customer is unaware that the Service is being used in such a way;

5.               LIMITATION OF LIABILITY

5.1.            CLICKARGO accepts liability as set out in the Contract.

5.2.            Neither the Customer nor CLICKARGO excludes or restricts its liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation or to any extent not permitted by law.

5.3.            Unless otherwise expressly stated in the Contract neither the Customer nor CLICKARGO shall be liable to the other in contract, tort (including negligence), breach of statutory duty or otherwise for any direct loss of profit, revenue, time, anticipated savings or profit or revenue, opportunity, data, use, business, wasted expenditure, business interruption or for any other direct loss which may arise in relation to the Contract whether or not the Customer or CLICKARGO was advised in advance of the possibility of such loss or damage.

5.4.            Customer and CLICKARGO accept liability to the other in contract, tort (including negligence) breach of statutory duty or otherwise for direct loss limited to the amounts specified in the Service Schedule.

5.5.            Each part of this clause operates separately. If any part of a clause is held by a Court to be unreasonable or inapplicable the rest of the clause shall continue to apply.

5.6.            The Customer is responsible for reviewing whether the Customer should apply for insurance for Customer's order under the Service.

6.              GENERAL TERMS

6.1.            Force Majeure

6.1.1         If the Customer or CLICKARGO is unable to perform, or is delayed in performing, any obligation under the Contract because of something beyond its reasonable control including act of God, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes or acts or omissions of local or central government or other competent authorities, or beyond the reasonable control of its suppliers, it will have no liability to the other for that failure or delay in performing; or

6.1.2         CLICKARGO will not be liable for failure to or delay in supplying the Service if:

6.1.2.1     Another supplier delays or refuses the supply of an electronic communications service to CLICKARGO and no alternative service is available at reasonable cost; or

6.1.2.2     Legal or regulatory restrictions are imposed that prevent CLICKARGO from supplying the Service.

6.1.3         If any of the events detailed in clauses 6.1.1 or 6.1.2 continue for more than 3 (three) months the Customer or CLICKARGO may terminate the Contract in whole or part by written notice to the other. Escalation and Dispute Resolution

6.2.            DISPUTE RESOLUTIONS

6.2.1         CLICKARGO will try to work through any dispute that the Customer may have with CLICKARGO. If this does not resolve the dispute, then the Customer may refer the matter to the relevant dispute resolution service as follows:

6.2.1.1    Where appropriate, in accordance with the details set out in CLICKARGO's [Code of Practice for Consumers and Small Businesses][UMBRA1]  ; and

6.2.1.2     Otherwise, as set out in clause 6.2.2 below.

6.2.2         Any dispute must be raised in writing with the Customer's or CLICKARGO's representative as appropriate giving all relevant details including the nature and extent of the dispute. The Customer and CLICKARGO will use reasonable endeavors to resolve any dispute as follow:

Amicable settlement

6.2.2.1     With respect to all disputes, controversies or differences, which may arise between CLICKARGO and Customer in respect of this Contract, including but not limited to the validity, interpretation, construction, performance and enforcement or alleged breach of this Contract, CLICKARGO and Customer will, in the first instance, attempt to resolve such dispute, controversy or difference through mutual consultation.

Arbitration

6.2.2.2     If the dispute, controversy or difference is not resolved pursuant to the manner set out in Clause 6.2.2.1 within 30 (thirty) days after the commencement of discussions or such longer period as the Parties may agree in writing, CLICKARGO or Customer may refer dispute(s), controversy(ies) or difference(s) for resolution to one international arbitrator mutually appointed by CLICKARGO and Customer.

The arbitrator will have powers to award and/or enforce specific performance.  The award of the arbitrator will be final and binding on CLICKARGO and Customer.  In order to preserve its rights and remedies, CLICKARGO or Customer may seek preliminary injunctive relief or other temporary relief from any court or competent jurisdiction or from the arbitration tribunal pending the final decision or award of the arbitrator.  Any such application to a court of competent jurisdiction for the purposes of seeking injunctive relief will be deemed compatible with this Contract to arbitrate or as a waiver of this Contract to arbitrate.

Conduct of arbitration proceedings

6.2.2.3    All proceedings in such arbitration will be conducted in English.  The venue of the arbitration proceedings will be at the Badan Arbitrase Nasional Indonesia (BANI).  The arbitration proceedings will be conducted in accordance with the BANI  rules for the time being in force, these rules are deemed to be incorporated by reference into this clause. The arbitrator may (but will not be obliged to) award any costs and reasonable expenses (including reasonable fees of counsel) to the Party(ies) that substantially prevail on merit.  With respect to the execution of the arbitration award, the provisions of Law No. 30 of 1999 regarding Arbitration and Alternative Dispute Settlement as well as other relevant applicable laws and regulations in the Republic of Indonesia, will apply. 

Continuing obligations

6.2.2.4     The reference of any matter, dispute or claim or arbitration pursuant to Clause 6.2.2.2 and/or the continuance of any arbitration proceedings consequent thereto, will in no way operate as a waiver of the obligations of the Parties to perform their respective obligations under this Agreement.

6.2.3         Nothing in this clause 6.2 shall prevent the Customer nor CLICKARGO from exercising any rights and remedies that may be available in respect of any breach of the provisions of the Contract.

Transfer of Rights and Obligations

6.3.            The Customer and CLICKARGO may not transfer any of their rights or obligations under the Contract without the written consent of the other, except that:

6.3.1         The Customer may transfer its rights or obligations or both to a Group Company with the written consent of CLICKARGO, such consent not to be unreasonably withheld or delayed; and

6.3.2         CLICKARGO may transfer its rights or obligations or both to a Group Company without any consent provided that it notifies the Customer that it has done so.

Severability

6.4.            If any provision of this Contract or its application in any particular circumstance is held illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect any other provision hereof.  This Contract will, in such circumstances, be deemed modified to the extent necessary to render enforceable the provisions hereof to the fullest extent permitted by law.

Survival

6.5.            The Contract contains the entire agreement between the Customer and CLICKARGO and replaces all previous written or oral agreements relating to its content.

6.6.            The Customer and CLICKARGO agree that:

6.6.1         They have not been induced to enter into the Contract by, nor have they relied on, any statement, representation, warranty or other assurance not expressly incorporated; and

6.6.2         In connection with the Contract their only rights and remedies in relation to any statement, representation, warranty or other assurance are for breach of the Contract and that all other rights and remedies are excluded.

6.6.3         The terms of clauses 6.6.1.1 and 6.6.2.2 will not affect the rights or remedies of the Customer and CLICKARGO for any fraudulent misrepresentation.

Waiver

6.7.            A failure or delay by the Customer or CLICKARGO to exercise any right or act upon a breach under the Contract will not be a waiver of that right or breach. If the Customer or CLICKARGO waives a right or breach of the Contract, that waiver is limited to the particular right or breach.

6.8.            CLICKARGO and Customer hereto agree that article 1266 of the Indonesian Civil Code is hereby waived to the extent that prior judicial approval or court order is required for the termination of this Contract.

Notices

6.9.            Notices given under the Contract must be in writing and delivered to the following addresses unless otherwise stated in the Contract:

6.9.1         To CLICKARGO at the address shown on the bill or any address which CLICKARGO provides to the Customer for this purpose; or

6.9.2         To the Customer at any one or more of the following: the address to which the Customer asks CLICKARGO to send bills or the address of the Site or the Customer's primary email address or if the Customer is a limited company, its registered office.

6.10.         The Customer must inform CLICKARGO immediately if there is any change to any of the contact information the Customer provided to CLICKARGO.

Governing Law and Jurisdiction

6.11.         This Contract shall be governed by and construed in accordance with the laws of the Republic of Indonesia. CLICKARGO and Customer irrevocably submits to the exclusive jurisdiction and venue of the courts of the [BANI].

6.12.         This Contract is made in the Indonesian and English language. Both versions are equally authentic. If there is a discrepancy or difference in interpretation between the Indonesian version and the English version, the Indonesian version will prevail, and the English version is considered automatically amended to make the relevant part of the English version consistent with the part of the Indonesian version.

Data Protection

6.13.         The Customer and CLICKARGO will comply with their respective obligations under the under Ministry of Communication and Information Technology (MOCI) Regulation No. 20 of 2016 regarding the Pro­tection of Personal Data in Electronic Systems (MOCI Regulation 20)  and any data protection, privacy or similar laws that apply to any personal data processed in connection with the Contract. The Customer and CLICKARGO will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this clause.

6.14.         This Contract incorporates the CLICKARGO Privacy and Security Policy (Privacy Policy) which can be found here: www.clickargo.com.

6.15.         When using the Service, Customer will have the option to provide certain personal or business contact information, including but not limited to, name, address, email address and telephone number (collectively, the 'Personal Data'). Customer will likely need to submit some Personal Data in order to submit order for the Service. Customer agrees to:

6.15.1.     Provide true, accurate, current, and complete Personal Data as required for the Service.

6.15.2.     Maintain and promptly update the Personal Data to keep it accurate, current, and complete.

6.15.3.     Maintain the security and confidentiality of any usernames, passwords and any other security or access information used by the Customer in relation with the Service.

6.15.4.     Refrain from impersonating any person or entity or misrepresent Customer's identity or affiliation with any person or entity, including using another person's Personal Data.

6.15.5.     Immediately notify CLICKARGO in writing if Customer becomes aware of any loss, theft or use by any other person or entity of any of its Personal Data in connection with the Service or any other breach of security that the Customer becomes aware of involving or relating to the Service.

7.              INTELLECTUAL PROPERTY 

7.1             Each Party reserves any and all title, right and interests it may have in its trademarks, copyrights and other intellectual property rights. As between Customer and CLICKARGO, shall own all intellectual property rights in accordance with the Service and CLICKARGO websites , separately and as a whole, including all rights in and to databases, trade secrets, patents, copyrights, trademarks, and know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign.