Terms of Service

1 These terms

These Terms of Service ("Terms") are a binding agreement between you and PT Solusi Data Diawan ("Diawan", "we", "us", "our"), a limited liability company incorporated in the Republic of Indonesia, with its principal place of business at Jl. Raya Puputan No 142, Denpasar, Bali, Indonesia.

By accessing or using any of the Services, creating an account, or clicking to accept these Terms, you agree to be bound by them. If you do not agree, do not use the Services.

If you have entered into a separate written agreement with us — such as a master services agreement, subscription order form, statement of work or placement agreement — that agreement governs to the extent it conflicts with these Terms, and these Terms apply to everything it does not address.

2 Definitions

• "Services" means the websites, applications and services described in clause 3.
• "Customer" means an organisation that has subscribed to or contracted for the Services.
• "User" means an individual authorised to access the Services, whether under a Customer's account or in their own right.
• "Customer Data" means data, content and materials submitted to or generated within the Services by or on behalf of a Customer or User.
• "you" means the Customer and the User, as the context requires.

3 Services covered

These Terms apply to all Diawan digital properties and offerings, including:

• the corporate website at diawan.id and its subdomains;
• our SaaS applications and business platforms made available at diawan.id subdomains — covering, among others, professional-services and project management, finance and billing, notifications, talent sourcing and placement, identity and single sign-on, and reporting and overview tools;
• staging, sandbox, preview, trial and demonstration environments of any of the above; and
• any related support, documentation, APIs and professional services we provide.

We may add, rename, combine or retire individual Services over time. These Terms apply to any Service we offer under the Diawan name unless that Service carries its own terms, in which case those terms apply to it.

4 Eligibility and authority

The Services are intended for business use by individuals aged 18 or over. By using them you represent that you are at least 18, that you have legal capacity to enter into a binding contract, and that you are not barred from using the Services under applicable law.

If you accept these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation.

5 Accounts and security

Some Services require an account. Depending on the Service, accounts are created by self-registration or provisioned by an administrator. You agree to:

• provide accurate, current and complete registration information and keep it up to date;
• keep your password and authentication credentials confidential and not share them with anyone;
• enable and maintain any security controls we reasonably require, such as multi-factor authentication; and
• notify us promptly at security@diawan.id if you become aware of any unauthorised access to or use of your account.

You are responsible for all activity that occurs under your account, except to the extent it results from our breach of these Terms. We are not liable for loss arising from unauthorised use of your account where you have failed to keep your credentials secure.

6 Customer organisations and users

Where a Customer provisions accounts for its personnel, contractors or clients, the Customer is responsible for those Users' compliance with these Terms, for configuring roles and permissions appropriately, and for adding and removing access as needed.

A Customer's administrators may be able to access, modify, export, restrict or delete Users' accounts and Customer Data within that Customer's workspace. If you use the Services under an account provided by an organisation, that organisation — not Diawan — controls your account, and you should direct questions about your data to them.

7 Acceptable use

You must use the Services lawfully and responsibly. You must not, and must not permit anyone else to:

• breach any applicable law or regulation, or infringe the rights of any person;
• access, or attempt to access, data, accounts or systems you are not authorised to use;
• probe, scan, penetration-test or circumvent the security or authentication of the Services without our prior written consent;
• interfere with or disrupt the integrity or performance of the Services, including through denial-of-service attacks, excessive automated requests, or overloading our infrastructure;
• upload or transmit malware, or any code designed to damage, disable or gain unauthorised access to systems or data;
• upload or distribute content that is unlawful, defamatory, harassing, obscene, or that infringes intellectual property or privacy rights;
• send unsolicited bulk communications, spam or phishing messages through the Services;
• scrape, crawl, harvest or systematically extract data from the Services except through interfaces we expressly provide for that purpose;
• reverse engineer, decompile or disassemble any part of the Services, or attempt to derive their source code, except to the extent this restriction is prohibited by law;
• copy, resell, sublicense, rent or provide the Services to third parties except as expressly permitted in writing; or
• misrepresent your identity or affiliation, or use the Services to deceive others.

We may investigate suspected violations and may suspend or terminate access in accordance with clause 16.

8 Your data and content

Ownership

As between you and us, you retain all right, title and interest in Customer Data. We claim no ownership over it.

Licence to us

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, adapt and process Customer Data solely to the extent necessary to provide, secure, support and improve the Services, and to comply with law. This licence ends when the Customer Data is deleted, save for copies retained in routine backups until they are cycled out, and for data we must retain by law.

Your responsibility

You represent and warrant that you have all necessary rights, consents and lawful bases to submit Customer Data to the Services and to permit our processing of it, and that Customer Data does not infringe the rights of any third party or breach any law.

Aggregated data

We may generate aggregated and de-identified statistics about use of the Services and use them to operate, analyse and improve our business. Such data will not identify you, any User, or any Customer, and we will not disclose it in a form that could reasonably be used to re-identify you.

Export

During any subscription term, you may export Customer Data using the export features of the relevant Service. On termination, clause 16 applies.

9 Our intellectual property

The Services — including all software, source code, designs, interfaces, text, graphics, logos, documentation and their selection and arrangement — are owned by Diawan or its licensors and are protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights are transferred to you.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes during the term.

"Diawan", the Diawan logo, and our product names are our trademarks. You may not use them without our prior written permission, except to identify yourself factually as a customer.

10 Feedback

If you send us suggestions, ideas or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate it without restriction, obligation or compensation to you. We welcome feedback but are under no obligation to act on it, and you should not send us anything you consider confidential.

11 Third-party services

The Services may integrate with or link to third-party products — identity providers, payment processors, communication tools, and others. We do not control those products, do not endorse them, and are not responsible for their content, availability, security or practices. Your use of them is governed by their own terms and privacy notices, and is at your own risk.

If you enable an integration, you authorise us to exchange the data necessary for it to function.

12 Fees, invoicing and tax

Fees for paid Services — including subscription fees, man-hour packages, project pricing, placement fees and talent rates — are set out in the applicable order form, quotation, statement of work or other agreement recorded between us. Unless that document says otherwise:

• fees are invoiced in advance for subscriptions and in arrears for usage-based or time-based work;
• invoices are payable within thirty (30) days of the invoice date;
• fees are stated exclusive of value added tax (PPN), withholding tax and any other applicable taxes and duties, which are your responsibility except for taxes on our income;
• payments are non-refundable except where expressly stated or required by law, and amounts paid are not refundable on early termination by you for convenience;
• we may charge interest on overdue amounts at a reasonable commercial rate, and may recover reasonable costs of collection; and
• we may suspend the Services for non-payment in accordance with clause 16.

We may change our pricing for a renewal term by giving at least thirty (30) days' notice before the end of the current term. Price changes do not apply retroactively within a paid term.

13 Availability, support and changes

We aim to keep the Services available and performing well, and to provide support during Indonesian business hours. Where we have agreed a specific service level or support commitment in writing, that commitment applies.

Otherwise, the Services are provided on an "as available" basis. Availability may be affected by scheduled maintenance, emergency maintenance, and factors outside our control. We will try to give advance notice of planned maintenance that we expect to cause material disruption.

We continuously develop the Services and may add, modify or remove features. We will not make a change that materially degrades a core feature of a paid Service during a paid term without giving reasonable notice. If we discontinue a paid Service entirely, we will give reasonable notice and refund any prepaid fees covering the period after discontinuation.

14 Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisers who need it and are bound by comparable obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without obligation of confidence before disclosure, is independently developed without use of the Confidential Information, or is rightfully received from a third party without restriction. A party may disclose Confidential Information where required by law or court order, giving the other party reasonable prior notice where legally permitted.

15 Data protection

Our handling of personal data is described in our Privacy Policy, which forms part of these Terms.

Where we process personal data contained in Customer Data on a Customer's behalf, the Customer acts as controller and we act as processor. We will process such data only on the Customer's documented instructions, keep it confidential, apply appropriate security measures, and assist the Customer with data subject requests and breach notification as required by Law No. 27 of 2022 on Personal Data Protection and other applicable law. Customers requiring a separate Data Processing Agreement should contact legal@diawan.id.

16 Term, suspension and termination

Term

These Terms apply from your first use of the Services and continue until terminated. Paid subscriptions run for the term stated in the applicable order and renew as specified there.

Termination by you

You may stop using the Services and close your account at any time. Where you have a paid subscription, termination takes effect at the end of the then-current term unless agreed otherwise, and fees already paid are not refunded.

Suspension and termination by us

We may suspend or limit access, in whole or in part, where: you are in material breach of these Terms; your use poses a security, legal or operational risk to us, other customers or third parties; payment is overdue; or we are required to do so by law. Where practicable we will give notice and an opportunity to remedy the issue first, but we may act immediately where the risk is serious. We may terminate for material breach that is not remedied within thirty (30) days of written notice, and either party may terminate if the other becomes insolvent or ceases business.

Effect of termination

On termination, your right to access the Services ends. Unless prohibited by law, we will make Customer Data available for export for thirty (30) days after termination, after which we may delete it in the ordinary course. Accrued payment obligations survive, as do clauses 8 (ownership), 9, 10, 14, 17, 18, 19, 21 and 22, and any other provision which by its nature should survive.

17 Warranties and disclaimers

Each party warrants that it has the authority to enter into these Terms. We warrant that we will provide the Services with reasonable skill and care.

Except as expressly stated in these Terms or in a signed agreement, and to the maximum extent permitted by law, the Services are provided "as is" and "as available", and we disclaim all other warranties, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or free of harmful components, that defects will be corrected, or that the Services will meet your requirements or produce any particular result.

Nothing in these Terms excludes or limits any warranty or right that cannot lawfully be excluded or limited, including under Indonesian consumer protection law.

18 Limitation of liability

To the maximum extent permitted by law:

• neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, or loss or corruption of data, however caused and regardless of the theory of liability, even if advised of the possibility; and
• each party's total aggregate liability arising out of or relating to these Terms or the Services is limited to the total fees paid or payable by you to us for the affected Service in the twelve (12) months immediately preceding the event giving rise to the claim. Where no fees have been paid, our aggregate liability is limited to IDR 10,000,000.

These limits do not apply to: a party's liability for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; your obligation to pay fees due; either party's breach of clause 14 (confidentiality); your indemnity obligations under clause 19; or any other liability that cannot lawfully be limited.

You acknowledge that the fees for the Services reflect this allocation of risk, and that these limits apply even if a limited remedy fails of its essential purpose.

19 Indemnity

You will defend, indemnify and hold harmless Diawan and its officers, employees and agents from any third-party claim, and any resulting loss, damage, liability, cost or expense (including reasonable legal fees), arising out of or relating to: your Customer Data; your use of the Services in breach of these Terms or applicable law; or your infringement of a third party's intellectual property or privacy rights.

We will promptly notify you of any such claim, give you reasonable control of the defence (provided any settlement that admits liability or imposes obligations on us requires our consent), and provide reasonable cooperation at your expense.

20 Force majeure

Neither party is liable for any delay or failure to perform (other than an obligation to pay money) caused by events beyond its reasonable control, including natural disaster, earthquake, flood, fire, epidemic, war, terrorism, civil unrest, strike, government action, and failure of telecommunications, internet, electricity or third-party infrastructure. The affected party will notify the other and use reasonable efforts to resume performance.

21 Governing law and disputes

These Terms are governed by the laws of the Republic of Indonesia, without regard to conflict-of-laws rules.

If a dispute arises, the parties will first attempt to resolve it in good faith through discussion between senior representatives, within thirty (30) days of written notice of the dispute. If it is not resolved in that period, the parties submit to the exclusive jurisdiction of the District Court of Denpasar (Pengadilan Negeri Denpasar), Indonesia.

Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from any court of competent jurisdiction.

22 General

Entire agreement

These Terms, together with the Privacy Policy and any order form or signed agreement between us, constitute the entire agreement about the Services and supersede all prior proposals and understandings. Neither party has relied on any statement not set out in these documents.

Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of substantially all our assets, on notice to you.

Severability and waiver

If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions stay in effect. A failure or delay in enforcing a right is not a waiver of it.

Notices

We may give notice by email to the address on your account, or by posting within the Services. You may give notice to us at legal@diawan.id. Notices are deemed received on the next business day after sending.

Relationship

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship. There are no third-party beneficiaries.

Language

These Terms are provided in English. If we publish a version in Bahasa Indonesia and there is an inconsistency, the parties will interpret both versions consistently with Indonesian law regarding language of agreements.

23 Changes to these terms

We may update these Terms to reflect changes to the Services, our business, or legal requirements. The "Last updated" date above shows when the current version took effect.

For material changes we will give reasonable advance notice — by email to account holders, by notice within the Services, or both. Changes take effect on the stated effective date and apply to paid subscriptions from the start of the next renewal term. If you do not agree to a change, your remedy is to stop using the Services and close your account before the change takes effect. Continuing to use the Services after that date means you accept the updated Terms.

24 Contact

Questions about these Terms:

See also our Privacy Policy.