Magpie Terms and Conditions

Magpie Data Access and Subscription Agreement - Terms and Conditions

Effective Date: 1 January 2025

Version: 20250113.1

1. Introduction

These Terms and Conditions ("Agreement") govern the provision of data access and subscription services provided by PT Magpie Data Indonesia ("Service Provider") to the Customer ("Customer"). By accepting the quotation, the Customer agrees to comply with and be bound by these Terms and Conditions, which may be updated from time to time.

2. Definitions

In this Agreement, unless the context requires otherwise, the following expressions have the following meanings:

Affiliate: A legal entity controlling, controlled by, or under common control with a Party. For the purpose of this definition only, control means:
- (i) possessing, directly or indirectly, the power to direct or materially influence the management or policies of a legal entity or company, or
- (ii) owning, directly or indirectly, more than fifty percent (50%) of the outstanding voting securities or other ownership interest of such legal entity or company.
Business Day: Any day, other than a Saturday, Sunday, or public holiday, on which banks are open for general business in Indonesia.
Confidential Information: Any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically, or by inspection of tangible objects (including documents, prototypes, samples, and equipment) which is designated as "Confidential." Information communicated orally shall be considered Confidential if confirmed in writing as such within a reasonable time after the initial disclosure.
Data: Data collected by the Service Provider through the use of its products or services. It includes any arrangements, tabulations, or displays of such data and any data structures or tables used with such data, all of which is publicly available. Excluded from this definition are internal matters such as employee data, financial data, accounting information, business plans, and internal communications.
Intellectual Property: All intellectual property rights worldwide arising under the laws of any jurisdiction with respect to, or associated with, Internet addresses, trademarks, patents, copyrights, trade secrets, methods, processes, know-how, and all other proprietary information.
Shared Data: Data collected or generated by the Service Provider as a result of use by users, including any arrangement or display of such data, available publicly, and excluding internal business data.

3. Service Description

Service Provision: The Service Provider agrees to provide the Customer with access to its platform, which delivers e-commerce market data and insights relevant to the Customer's business operations. This service is provided without the use of personal data and is intended for enhancing the Customer’s sales and marketing strategies.
Access and Use: The Customer will be granted non-exclusive, non-transferable access to the platform for the term of this Agreement. Access is limited to employees or affiliates (if any) of the Customer, and the use of the platform is strictly for business purposes only.

4. Subscription Fees and Payment Terms

Payment Terms: The Customer agrees to pay subscription fees as detailed in the quotation. Payments are due 30 days from the invoice issuance date.
Default Interest: If the Customer fails to pay the subscription fees within the prescribed period, interest will accrue from the day after the due date, at a rate of 1.5% per month ("Default Interest"). Default Interest shall be immediately payable by the Customer upon demand from the Service Provider.

5. Content and Intellectual Property

Ownership: The platform and all the data and information within it are the property of the Service Provider and are protected under intellectual property laws. The Customer is granted a right to access and use the platform for internal purposes only. The Customer may not alter, copy, distribute, or republish any content or features of the platform.
Protection of Information: The information contained in the platform is confidential and must be protected according to the Confidential Information clause of this Agreement or any non-disclosure agreement entered into by the parties.
Changes and Updates: The Service Provider reserves the right to change, update, or discontinue any aspect of the platform at any time without notice. Continued use of the platform after changes have been made constitutes the Customer’s agreement to those changes.

6. Confidentiality

Obligation of Confidentiality: Both parties agree not to use the other party’s Confidential Information for any purpose other than in connection with the business relationship under this Agreement. Confidential Information may not be disclosed to any third party, except as necessary for business operations, as required by law, or to regulatory authorities.
Security Measures: Each party agrees to take reasonable steps to protect the confidentiality of the other party’s information, ensuring that any agents or representatives who have access to this information are bound by similar confidentiality obligations.

7. Force Majeure

Definition of Force Majeure: If the performance of this Agreement is delayed or hindered due to events beyond the control of either party (such as natural disasters, acts of war, government actions, pandemics, etc.), the affected party’s obligation to perform will be suspended until the force majeure event ceases.
Exclusions from Force Majeure: Force majeure does not include financial hardship, internal management decisions, or reallocation of resources by the Customer or its affiliates.

8. Termination

Termination by Customer: If the Customer wishes to terminate this Agreement before the end of the term, the Customer must notify the Service Provider in writing at least 30 days in advance. The Customer agrees to compensate the Service Provider as though the Agreement was performed in full, which is the Total Fee as outlined in the quotation, minus any payments already made.
Termination by Service Provider: The Service Provider reserves the right to terminate the Agreement and/or the Customer's access to the platform at any time, with immediate effect, in case of any breach by the Customer, which substantially deprives the Service Provider of the benefits expected under the Agreement.
Refund Policy: No refund will be provided for any early termination, and the full value of the remaining contract term will be retained by the Service Provider.

9. Indemnification

The Customer agrees to indemnify and hold the Service Provider harmless against any damages, claims, or costs arising from:
- Misrepresentations or breach of any warranty by the Customer.
- Misuse or improper use of the platform by the Customer.

10. Dispute Resolution

Resolution of Disputes: Any dispute arising from this Agreement will first be attempted to be resolved amicably within 30 calendar days. If unresolved, the dispute shall be referred to the District Court of South Jakarta.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Indonesia.

12. Miscellaneous

Entire Agreement: This Agreement represents the entire understanding between the parties and supersedes all prior agreements or understandings, written or oral, concerning the subject matter hereof.
Amendments: This Agreement may be amended in writing by mutual agreement of the parties.
Severability: If any provision of this Agreement is deemed invalid, the rest of the Agreement will remain in effect, and the parties will use reasonable efforts to replace invalid provisions.
Waiver: No failure to exercise any right under this Agreement shall operate as a waiver of any future exercise of such right.

By accepting the quotation, the Customer acknowledges they have read, understood, and agree to be bound by these Terms and Conditions. The complete Terms and Conditions can be viewed at this link.