Terms and Conditions

1. Introduction

These Terms and Conditions of Service ("Terms") constitute a legally binding agreement between the user ("Client", "you", or "your") and Dialectic Labs Pte. Ltd. doing business as Dialectic Labs, a limited liability company incorporated under the laws of Indonesia, with its principal place of business at Treasury Tower, 5^th Floor, Unit J, District 8 SCBD, South Jakarta, 12190 ("Company", "we", "us", or "our").

These terms govern your access to and use of our software, websites, and any related products or services, including but not limited to: (i) software products developed and offered by the Company; and (ii) custom software development, consulting, or other professional services performed by the Company (collectively, the "Services").

By accessing our using the Services, you agree to be bound by these Terms, our Copyright Policy, our Acceptable Use Policy, and our Data Processing Addendum (collectively, the "Agreement"). If you are entering into this Agreement on behalf of an entity, you represent and warrant that you are authorized to bind that entity. If you do not agree to the terms in this Agreement, you may not use or access the Services.

If you are a consumer residing in the European Union region, some of these provisions may not apply to you and you may be entitled to specific rights under the mandatory laws of the country in which you live.

2. Scope of Services

2.2. In the event of a conflict between these Terms and any other agreement between the parties, the provisions of the later agreement shall prevail to the extend of the inconsistency.

3. Intellectual Property

3.1. Company-Owned IP: All intelectual property rights, including but not limited to source code, software architecture, documentation, trademarks, and proprietary methods, created independently of any Client engagement, remain the exclusive property of the Company.

3.2. Custom Deliverables: a. Unless otherwise specified in writing, all rights, title, and interest in any software, documentation, or other work product created during a client engagement shall remain with the Company. b. The Client is granted a limited, non-exclusive, non-transferable, revocable license to use the deliverables solely for its internal business purposes, subject to full payment and compliance with these Terms. c. Reproduction, distribution, or sublicensing of any deliverables is prohibited without the express prior writted consent of the Company.

3.3 Open Source Components: Where the Services include open-source software, such components are governed by their respective licenses. The Company will make reasonable efforts to document such usage.

4. Fees and Payment

4.1. Fees for the Services shall be agreed upon in writing before project commencement. All fees are stated in either IDR (Indonesian Rupiah) or USD (United States Dollar) and are exclusive of applicable taxes unless otherwise indicated.

4.2. Invoices are payable within fourteen (14) calendar days of the invoice date unless otherwise stated.

4.3. In the event of late payment: a. The Company may suspend Services until all outstanding payments are received; b. Interest shall accrue on overdue amounts at a rate of 2% per month, or the highest rate allowed by applicable law, whichever is lower.

4.4. The Client shall not withhold or offset payment except as required by law.

5. Confidentiality

5.1. Both parties agree to maintian in strict confidence all non-public, proprietary information disclosed in the course of the relationship.

5.2. The receiving party shall not disclose such information to third parties without the disclosing party's prior written consent, except as required by law.

5.3. This obligation shall survive the termination of the Services for a period of three (3) years.

6. Warranties and Disclaimers

6.1. The Company represents that it will perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards.

6.2. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

7. Limitation of Liability

7.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR: a. INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; b. LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY; c. DAMAGES ARISING FROM THIRD-PARTY CLAIMS.

7.2. IN NO EVENT SHALL THE COMPANY"S TOTAL CUMULATIVE LIABILITY EXCEED THE AMOUNTS PAID BY THE CLIENT TO THE COMPANY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in connection with: a. Client's use of the Services; b. Any breach of these Terms; c. Infringement of third-party rights by materials provided by the Client.

9. Termination

9.1. The Company may terminate the Services, or suspend access to them, immediately upon written notice if: a. The Client breaches any material provision of these Terms; b. The Client becomes insolvent or unable to pay its debts as they fall due; c. The continuation of Services would violate applicable law.

9.2. Upon termination: a. All licenses and rights granted under these Terms shall immediately cease; b. The Client shall pay all outstanding amounts due; c. Sections related to intellectual property, confidentiality, indemnification, warranties, and limitation of liability shall survive.

10. Force Majeure

The Company shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, labor disputes, governmetnal actions, or internet failures.

11. Governing Law and Dispute Resolution

11.1. These Terms shall be governed by and construed in accordance with the laws of the Republic of Indonesia, without regard to its conflict of laws provisions.

11.2. Any dispute arising from or relating to these Terms shall be submitted to the exclusive jurisdiction of the courts located in Jakarta, Indonesia.

11.3. The parties agree to first attempt to resolve any dispute through informal negotiation in good faith for at least thirty (30) days prior to initiating formal legal proceedings.

12. Modifications

The Company reserves the right to amend these Terms at any time. Material changes will be communicated by updating this page. Continued use of the Services after such modifications shall constitute acceptance of the revised Terms.

13. Miscellaneous

13.1. Entire Agreement: These Terms constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, communications, or understandings.

13.2. Severability: If any provision of these Terms is found unenforcable, the remainder shall continue in full force and effect.

13.3. No Waiver: Failure by the Company to enforce any right or provision under these Terms shall not constitute a waiver of future enforcement.

13.4. Assignment: The Client may not assign or transfer any rights or obligations under these Terms without prior written consent from the Company.

14. Contact

For inquiries related to these Terms, please contact: