This Agreement is between Nimbly Technologies Pte. Ltd and PT. Analisales Digital Indonesia (collectively referred to as “Nimbly”), and the customer (“Client”) agreeing to these terms and conditions.
This Terms and Conditions (“Agreement”) constitute the entire agreement between the parties and governs any products and services including, without limitation, its features, functions (“Service”) as set out in the Client’s Service Order Form (the “Order”) which constitutes an offer to the Client to purchase Services in accordance with these Terms and Conditions.
a. Service Usage and Access
Nimbly grants to the Client a non transferable, non-exclusive, worldwide right to permit its users to access and use the Services during the period specified in the Order (“Service Term”), which access and usage must be for the sole purpose of the Client’s internal business operations.
b. Client Responsibilities
Customer acknowledges that: (i) it shall not receive, nor shall be entitled to receive, any copies of software (whether in source code or object code form); (ii) fully responsible on its users to comply with the terms and conditions herein; (iii) must use commercially reasonable efforts to prevent any unauthorized access to its account and notify Nimbly of any such unauthorized access; (iv) may only use the Service in accordance with the terms and conditions herein and applicable law.
c. Nimbly Support Services
Nimbly may provide both technical and Customer support for the Service under the terms and conditions herein (“Support”) including, without limitation any additional Support specified in the Order.
d. Client’s Data
All data uploaded by the Client to the Service remains the property of the Client (“Client’s Data”). The Client’s Data will be stored on Nimbly’s Server for a period of 24 (twenty four) months from the time the data is collected and generated through the Service. The Client grants Nimbly the right to use the Client’s Data solely for the purpose of performing under this Agreement. During the term of this Agreement, the Client may export its Client’s Data as allowed by functionality within the Service.
a. Payment of Fees. The Client will pay Nimbly the applicable fees described in the Order in accordance with the terms therein (the “Fees”). Unless specified, the Fees shall be payable within 14 (fourteen) calendar days from the date of issuance of the invoice.
b. Applicable Taxes. The Parties shall be responsible for all their respective taxes associated with the Services in accordance with the applicable tax regulations.
c. Additional Service Fee. Any additional use of Service including but not limited to add-ons or requests of other professional Services will be subject to an additional Fees and must be paid by the Client as per the terms of this Agreement. Such requests must be made in writing to Nimbly.
d. Late Payment.Late payments are subject to a penalty of 1.5% (one point five percent) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses incurred because of such late payments. Service may be terminated by Nimbly as the result of late payments from the Client.
a. Definition of Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information, including but not limited to, all non-public information disclosed by the Disclosing Party whether orally, visually, or in writing, that is designated as confidential or that is reasonably should be understood as confidential in nature (“Confidential Information”). Nimbly’s Confidential Information includes non-public information regarding pricing, documentation, features, functionality and performance of the Service. Client’s Confidential Information includes all non-public data provided by the Client, without limitation, the Client’s Data.
b. Protection of Confidential Information. The Receiving Party agrees to safeguard the Confidential Information with the same degree of care that it uses to protect its own confidential information, which in no event less than standard reasonable care, and not to use (except in performance of this Agreement or as otherwise permitted herein) or divulge to any third person any such Confidential Information without a written consent from the Disclosing Party. The Receiving Party must make commercially reasonable efforts to limit access to Confidential Information to those of its employees or affiliates who need such access for purposes consistent with this Agreement and who have signed a non-disclosure agreement or any confidentiality agreements with the Receiving Party no less restrictive than the confidentiality terms of this Agreement.
c. Exclusions from Confidential Information. Confidential Information under this Agreement shall not apply to information which: (i) is or becomes generally known to the public domain other than the result of a breach by the Receiving Party; (ii) is or become available to the Receiving Party prior to its disclosure by the Disclosing Party, provided there are no breach of any confidentiality obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any confidentiality obligation owed to Disclosing Party; or (iv) was independently developed by the Receiving Party without the reference or use of the Confidential Information.
The Receiving Party may disclose Confidential Information to the extent required by law or court order, but will provide the Disclosing Party with advance notice to seek a protective order.
d. Personal Data Protection. In addition to any other obligation with respect to the Confidential Information, the Receiving Party shall be in compliance with any applicable personal data protection laws which govern the collection, use and disclosure of personal information including but not limited to name, address, work information, telephone number, e-mail address and any other personally identifiable information (“Personal Information”), if any, acquired by the Receiving Party in connection with this Agreement. All such Personal Information shall be treated as Confidential Information pursuant to the terms of this Agreement.
e. Return or Destruction of Confidential Information. Immediately upon the Disclosing Party’s request, the Receiving Party will cause any written or electronically stored Confidential Information, to be returned to the Disclosing Party or destroyed. Any Confidential Information that is required to be retained shall remain subject to the confidentiality contained in this Agreement. Notwithstanding the return or destruction of any Confidential Information, the Receiving Party will continue to be bound by all applicable obligations of confidentiality pursuant to the terms of this Agreement.
a. Proprietorship of Rights. Nimbly is the owner or licensee of all intellectual property rights, copyright, trade or service marks, designs, patents, rights to integrated circuit layout designs, domain names and trade or service names anywhere in the world, forming part of the Service without limitation, all rights, titles and interests in and to the Service, both registered or unregistered (“Intellectual Property Rights”). Neither this Agreement nor any license or sub-license granted under this Agreement shall be construed to convey or transfer any ownership or proprietary interest in any Intellectual Property Rights in the Service to the Client.
b. Restrictions. The Client agrees not to, directly or indirectly: (i) translate, adapt, vary, modify, disassemble, decompile, reverse engineer the Service or create derivative works of the same for any purpose (including error correction or any other type of maintenance) or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”) . (ii) sell, license, lease, rent, loan, assign, outsource, modify, lend, transmit, or otherwise distribute or transfer the Service in any manner to any other parties; (iii) use the Service to store or commit infringement, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit material in violation of third-party rights; (iv) commercially exploit, use the Services or any Software for timesharing (operated by more than one user for different purpose at the same time) or service bureau purposes or otherwise for the benefit of any third party of whatsoever; or remove any proprietary notices or labels.
c. Confidential Property. The Client agrees that all Intellectual Property Rights of Nimbly are the valuable property of Nimbly and shall be treated as confidential and will be bound to all applicable obligations of confidentiality pursuant to the terms of this Agreement.
d. Access on Client’s Data. The Client agrees to grant Nimbly a non-exclusive, worldwide, irrevocable, royalty-free license to use and analyze the Client’s data to the extent required to: (i) enable Nimbly to exercise its rights and obligations under this Agreement, including to provide or support the Service; and (ii) generate aggregated data sets, reports and analysis relating to technical data about the use of the Service in a form that is anonymized (“Aggregated Data”); (iii) use Aggregated Data to analyze, improve, enhance, support and operate the Services and for related internal business purposes only.
a. Term. This Agreement shall continue until it is expired as specified in the Order or terminated for material breach under the terms of this Agreement.
b. Termination Due to Material Breach. Either party may also terminate the Agreement upon 30 (thirty) days’ notice if the other party materially breaches any of the terms and conditions of this Agreement.
c. Termination by the Client. Termination by the Client during the Service Period is a breach to this Agreement.If the Client terminates this Agreement prior to the end of the Service Term, all outstanding Fees for the remaining duration of the Service Term will become immediately due and payable upon termination.
d. Suspension for Breaches. Nimbly may temporarily suspend the Service if Nimbly believes that, as part of using the Service, Client has violated any terms and conditions of this Agreement or has violated a law or regulation.
e. Suspension for Non-Payment. Nimbly has the right to temporarily suspend the Service if the Client is more than 30 (thirty) calendar days late on any payment due pursuant to an Order. Suspension does not relieve the Client of its obligation to pay the remaining Fees during the Term of this Agreement.
f. Return of Client’s Data. Within 30 (thirty) calendar days after termination, Nimbly will make the Client’s Data available to be exported by the Client as allowed by the terms of this Agreement. After such a 30 (thirty) calendar days period, Nimbly has no obligation to maintain the Client’s Data and may delete any Client’s Data.
g. Return of Property Upon Termination. Upon termination of this Agreement for any reason, Client must pay Nimbly for any outstanding amounts and destroy or return all property of Nimbly.
h. Survivability. All sections of this Agreement which by their nature should survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability as long as it does not conflict with the provisions of this Agreement and the prevailing laws and regulations.
a. Exclusion of Indirect Damages. Nimbly is not liable for any matter beyond Nimbly’s Control, any indirect, special, incidental, consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue, or anticipated cost savings), even if it knows of the possibility or foreseeability of such damage or loss.
b. Authority to enter into this Agreement. Each party represents that they have legally entered into this Agreement and have the power and authority to do so.
c. Nimbly Warranties. Nimbly warrants that during the Service Tern, it will perform the Services using commercially reasonable material handling and expertise as described in the Order and it will take reasonable steps to prevent the introduction of a computer virus or other malicious software code into the Service in connection with this Agreement. Nimbly shall use all reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the implementation of the Service in a professional and workmanlike manner.
d. Client Warranties. The Client represents, covenants, and warrants that the Client will use the Services only in compliance with the terms and conditions herein which are made known to the Client, and all applicable laws and regulations. The Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (“Equipment”). The Client shall also be responsible for maintaining the security of the Equipment, accounts, passwords and files pursuant to the use of the Service.
This Agreement shall be governed and construed in accordance with the applicable laws of the Republic of Singapore. Any dispute caused or arising in connection with the implementation of this Agreement ("Dispute") will be settled amicably by deliberation to reach a consensus, or to take peaceful steps through deliberation to reach a consensus since the emergence of the Dispute. In the event of the Dispute cannot be settled amicably by deliberation to reach a consensus, the Parties agree to be referred to and finally resolved by arbitration pursuant to the rules of the Singapore International Arbitration Centre (SIAC) for the time being in force.
*For Indonesian Clients
This Agreement shall be governed and construed in accordance with the applicable laws of the Republic of Indonesia. Any dispute caused or arising in connection with the implementation of this Agreement ("Dispute") will be settled amicably by deliberation to reach a consensus, or to take peaceful steps through deliberation to reach a consensus since the emergence of the Dispute. In the event of the Dispute cannot be settled amicably by deliberation to reach a consensus, the Parties agree to be referred to and finally resolved by arbitration pursuant to the rules of the Indonesian National Board of Arbitration (BANI Arbitration Center) for the time being in force.
a. Entire Agreement and Changes. This Agreement and the Order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether written or oral, related to the subject matter herein. Other matters that may arise and have not been covered by this Agreement as well as all attachments, charts and/or changes, additions and replacements will be regulated later with a written agreement signed by the Parties which will be an integral part of this Agreement.
b. Enforceability. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
c. No Assignment. This Agreement is not assignable, transferable or sub-licensable by any party unless with a prior written consent of the other party.
d. Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Client does not have any authority of any kind to bind Nimbly in any respect whatsoever, in any action or proceeding to enforce rights under the Agreement
e. Force Majeure. Other than in respect of an obligation to pay any Fee or other amount, neither party will be liable for non-performance or inadequate performance to the extent caused by natural disaster, act of war or terrorism, pandemic, riot, labor condition, governmental action, power interruption, telecommunication, data and internet disturbance or other events or conditions that was beyond the party’s reasonable control.
f. Non-Solicitation. Neither party shall for the term of the Agreement and for a period of six (6) months after termination or expiry of this Agreement, employ or contract the services of any person who is or was employed or otherwise engaged by the other party at any time in relation to the Agreement without the express written consent of the other party.
g. Trademarks, Logos and Public Statements. The Client agrees to grant Nimbly the right to use the Client’s name and logo on its website and other marketing materials for the purposes of referring to the relationship of the parties under this Agreement. Nimbly may issue a press release or other public statement or announcement with respect to the Agreement provided that it has obtained the Client’s prior approval.
h. Language. Unless otherwise agreed by the Parties, all agreements, orders and documents will be made in English. If it is made in an additional language beside English, then the English language will prevail and be enforced in this Agreement in the event there is an inconsistency or misinterpretation between the English language and the other language.
*For Indonesian Clients
All agreements, orders and documents are made in English and Indonesian. In the event of a discrepancy or misinterpretation between English and Indonesian, then the Indonesian language will be applied in accordance with the Law of the Republic of Indonesia Number 24 of 2009 Concerning Flags, Language and National Emblem, and the National Anthem ("UU No. 24/2009”).
English 
Indonesian 
