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GENERAL TERMS AND CONDITIONS

  1. DEFINITIONS AND INTERPRETATION
    1. In this General Terms and Conditions (“Agreement”), unless the context otherwise requires, the following expressions shall have the following meaning:

      Account” means an account opened by Client to which Service Usage by the Client’s Employees (using the Promotional Code) are recorded;

      Account Holder” means a natural person, company, firm, partnership, incorporated society, government department or other body corporate who and or which has entered into an agreement with Grab enabling Service Usage to be made by Client’s Employees to an account operated by Grab in the name of the Client;

      Authorisation & Charging Facility” means a facility for the operation of the Account by an Client’s Employees using including but not limited to Promotional codes, or using another operation method that may be implemented by Grab and offered to the Client in writing from time to time;

      Affiliate” means with respect to any entity, any other entity controlling, controlled by or under common control with such entity. For the purpose of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise;

      App Service” means the service of Promotional Code provided by Grab to be used by the Client’s Employees for each Trip for the purpose of recording such use on monthly basis;

      Business Day” means a day where banks open for business in Indonesia;

      Client’s Employees” means any employees of Client provided by the Client to Grab;

      Confidential Information” means any information having been designated in writing to be confidential or proprietary or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary or otherwise by the Disclosing Party to the Recipient and, including any Personal Data as defined in this Agreement, all Subscriber information (including viewing patterns, viewing details, quantity, time or duration of usage of equipment or viewing of the content), details (including contact details, telephone numbers, network configuration, location information, billing name, billing amounts, credit history and other payment details), information of a commercial, technical or financial nature relating to this Agreement, the Disclosing Party or any of its Affiliates including all trade secrets, know-how, show-how, patents research, development or technical information, confidential and proprietary product or information, Intellectual Property Rights, business plans, operations or systems, financial and trading positions, details of customers, suppliers, debtors or creditors, information relating to the officers, directors or employees of the Disclosing Party or any of its Affiliates, marketing information, printed matter, rates and rate tables, contracts, all regardless of form, format or media whether machine readable or human readable, including written, oral or tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items;

      Disclosing Party” means the party from whom the Confidential Information originates and is disclosed to the Recipient;

      Force Majeure” means any cause beyond a party’s reasonable control affecting the performance by the affected party of its obligations hereunder including, but not limited to, acts of God, riots or civil disorder, war or military operations, national or local emergency, acts or omissions of government, industrial disputes of any kind (not involving the affected party’s own employees), fire, flood, lightning, explosion, subsidence, inclement weather and acts or omissions of persons or bodies beyond the reasonable control of the said party;

      Intellectual Property Rights” means all intellectual property rights, including but not limited to rights to patents, rights in circuit layouts, trademarks, service marks, trade names, registered designs, copyrights, and other forms of intellectual property or industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets and confidential information, and any other protected rights and assets and any licences and permissions in connection therewith, in each case in any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing;

      Monthly Report” means the billing of stipulating the total Service Usage used by the Client’s Employees for each calendar month for the purpose of validation of such Service Usage claimed by the Client’s Employees to the Client;

      Grab App” means a smart phone based application that functions to distribute Client’s Employees’ request for vehicle booking and dispatch service which then shall be distributed to the registered providers available to dispatch and provide the Transport and Delivery Service requested therein;

      Personnel” means all directors, officers, employees, agents and independent contractors thereof;

      Personal Data” means personal data having the meaning ascribed that are under the control of Data User and in respect of which Data Processor is or is required to provide services for the performance of this Agreement;

      Privacy Notice” means privacy notice which is accessible at http://grabtaxi.com/privacy.html;

      Processing” in relation to Personal Data, means collecting, recording, holding and/or storing the Personal Data and/or carrying out any operation or set of operations on the Personal Data, including:

      1. the organization, adaptation and/or alteration of Personal Data;
      2. the retrieval, consultation and/or use of Personal Data;
      3. the disclosure of Personal Data by transmission, transfer, dissemination or otherwise making available; or
      4. the alignment, combination, correction, erasure and/or destruction of Personal Data;

      Promotional Code” means code exclusively created for the use of Client’s Employees;

      Relevant Person” in relation to a data subject, howsoever described, means:

      1. in the case of a data subject who is below the age of 18 years, the parent, guardian or person who has parental responsibility for the data subject;
      2. in the case of a data subject who is incapable of managing his own affairs, a person who is appointed by a court to manage those affairs, or a person authorized in writing by the data subject to act for and on behalf of the data subject; or
      3. in any other case, a person authorized in writing by the data subject to make a data access request, data correction request, or both such requests, for and on behalf of the data subject;

      Service Usage” means in relation to the App Service, the fee in Indonesian Rupiah, exclusive of VAT, payable by the Client for the use of the Transport and Delivery Service by the Client’s Employees;

      Agreement” means this General Terms and Conditions and any schedules hereto as the same may be amended, varied, modified or supplemented by the parties by agreement in writing from time to time;

      Territory” means Republic of Indonesia and its territorial waters;

      Trip” means the fare charged by the Vehicle Provider:

      1. For GrabCar / GrabBike, the fare charged would be charged by the Grab App for the provision of transportation services, including associated transaction processing charges, if any; and
      2. For GrabTaxi, the fare charged would be based on the meter fare, including associated transaction processing charges, if any.

      Third Party Claim” means commencement or threatened commencement of any action, suit, proceeding, claim, arbitration, investigation or litigation, whether civil or criminal, at Law or in equity, made or brought by a third party (non government);

      Transport and Delivery Service” means the transportation and or delivery service which is provided by third parties registered as service providers under the Grab App;

      Vehicle Provider” means either GrabBike, [GrabExpress], [GrabFood], GrabCar or GrabTaxi.

  2. ENTIRE AGREEMENT
    1. This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, inducements or conditions, expressed, or implied, oral or written, except which stated in the attachment.
  3. TERM
    1. This Agreement shall take effect from the date of the Client’s agreeing to open an Account with Grab until terminated by either Party.
  4. RESPONSOBILITY OF THE PARTIES
    1. Grab’s Responsibilities
      1. Grab shall be responsible in issuing monthly statement containing details of the use of App Services by the Client’s Employees in each calendar month, which includes the use of the Grab App by the Client’s Employees as well as invoice to be paid by the Client.
      2. Grab shall provide reasonable technical support and customer services to the Client for each issue arising out in relation to the Grab App.
      3. Grab shall ensure the provision of customer service to the Client’s Employees in relation to the use of Grab App.
      4. Grab shall maintain a clear, accurate and complete record so long as this Agreement is valid, in relation to each and every aspect of App Services, including the total Trip to every Client’s Employee who uses Grab App.
      5. Grab shall be responsible to maintain the confidentiality of the Client’s Employees data and the Client’s data provided to Grab.
    2. Client’s Responsibilities
      1. To be fully and solely responsible and liable for obtaining, updating and maintaining the details of Client’s Employees which shall be furnished to Grab from time to time and at its own cost, throughout the Term, all licenses, exemptions, permits, consents and authorizations required from Client’s Employees and for ensuring full compliance with all laws, regulatory and other requirements whether written or otherwise.
      2. To ensure access to the App Service is restricted only to Client’s Employees and the Client must implement and exercise reasonable measures and controls to ensure that only such person access the App Service.
      3. To ensure that the details of Client’s Employees and all information relating to the Client’s Employees provided to Grab do not contain any errors, mistakes, or inaccuracies whether outdated or otherwise obsolete and that the aforesaid is provided in an accurate manner in all respects.

        For the avoidance of doubt, STI shall not be responsible if any Client’s Employees having resigned from Client continues to use the App Service and on the occurrence of such an event, Client shall honour the billing issued by Grab.
      4. To provide an updated list of the Client’s Employees as a separate addendum in the event there are any changes. For the avoidance of doubt, the updated list shall only be emailed before the beginning of the following month and shall only be made once in a calendar month.
      5. To provide adequate information regarding the App Service to Client’s Employees including how-to instruction in making bookings.
      6. To pay to Grab the outstanding amount for the App Service which is due in a manner as determined under this Agreement.
  5. PAYMENT
    1. Both Parties agree with the terms and conditions of this Agreement in return for the financial arrangements set out herein and for so long as the App Service has been or is being used, any Service Usage which Grab may charge for Client’s Employees’ use of the App Service, is non-refundable, and shall apply at all times regardless of termination or suspension pursuant to this Agreement or any disruption caused to the App Service either planned, accidental or intentional, or any reason whatsoever.
    2. Payment Term
      1. All payments of the Service Usage due for the App Service procured through Grab App will be channeled to Grab in a manner stipulated herein, whereby all payments shall be made payable to Grab within fourteen (14) days of Grab issuing the relevant Service Usage for every first day of the following month.
      2. The total amount of the invoice delivered by Grab to the Client shall include (a) additional income tax of the Vehicle Provider in the amount of 2.041% (two point zero four one percent) from the total invoice of the use of Application Service in the relevant month; and (b) value added tax (VAT) in the amount of 10% (ten percent) from the total invoice of the use of Application Service in the relevant month.
      3. The Client shall ensure payment is to be made in cleared funds on or before the respective due date set out in accordance to the calculations stipulated in the foregoing and shall be paid free of any rights of counterclaim or set-off and without any deductions or withholding whatsoever to Grab’s bank account based on the details as provided under the cover letter/registration form.
    3. The obligation of the Client to make these payments shall be absolute and unconditional, and shall apply notwithstanding:
      1. that the Client may dispute the authority of an Client’s Employee to incur a Service Usage, or the authority of any person to use an Authorisation & Charging Facility to incur a charge on the Client’s Account;
      2. that there is a dispute between the Vehicle Provider and the Client or the Client’s Employees; or
      3. in relation to the invoice, the Client shall review and confirm the invoice in no longer than 3 (three) Business Days, and for avoidance of doubt, should the Client fail to review and confirm within the specified period the Client shall be deemed to accept the amount under the invoice;
    4. The Client agrees to pay Grab in full for all Service Usage incurred by the use of Authorisation & Charging Facilities which have been issued on the instructions of the Client, and to pay all Administration Fees due on the Account. Subject to Clause 5.5 below, the Client is liable for all Service Usage incurred by the use of the Promotional Codes, whether or not that use is authorised by the Client. The Client will be liable for all Service Usage made by the use of an Authorisation & Charging Facility, and will be jointly and severally be liable with the Promotional Code user for all charges made by the use of Promotional Codes issued to it. For the avoidance of doubt, Grab shall not be required to seek compensation from any Client’s Employees before claiming payment from the Client.
    5. Grab shall issue Monthly Report to the Client at the end of the relevant month which provides:
      1. all Service Usage informed to Grab by the Vehicle Provider during the period of the usage under the Monthly Report; and
      2. 5all fees in relation to all Service Usage which is occurred during the period of the usage under the Monthly Report, which provides the separate amount for each Authorisation & Charging Facilities which is used during the period of the usage under the Monthly Report.
    6. The Client is fully responsible to ensure that the Client’s Employees receive the invoice from the Vehicle Provider for the relevant Trip.
    7. In the event there is any payment delay, the Client agrees to pay a penalty of 1‰ (one permil) per day, and shall not exceed Rp. 100,000,000 (one hundred million Rupiah).
  6. WARRANTIES
    1. Each Party undertakes, represents and warrants to the other that:
      1. it is duly incorporated and validly existing under the laws of which the Party is registered, and that it has the full power and authority to enter into, perform and comply with the terms and conditions in this Agreement;
      2. this Agreement is enforceable against that Party in accordance with its terms and that all corporate consents, required for that Party to validly enter into and perform its obligations under this Agreement have been obtained; and
      3. it has taken all necessary actions to authorise the entry into and performance of this Agreement and to carry out the transaction contemplated by this Agreement.
    2. The Client agrees that as a technology company, Grab offers a method for the Client’s Employees to request for the Transport and Delivery Service by utilizing the Grab App. Grab does not nor does it intend to provide vehicle service or act in any way as a public service vehicle service, taxi operator, transportation carrier or provider and has no responsibility or liability for any transportation Service provided to Client’s Employees through the App Service. Grab makes no guarantees, warranties, or representations as to the actions or conduct of the provider of Service or any government enforcement agency and will not intervene in any disputes between the Client’s Employees and/or government enforcement agencies and Vehicle Provider.
    3. The Client fully acknowledges and accepts that the Transport and Delivery Service that the third parties made available through Grab App is fully and entirely the responsibility of the providers who are independent contractors and Grab shall not be held accountable for the conduct, misconduct, negligence, omission or misdemeanours that may be committed by the aforesaid providers.
    4. Any claims made by the Client’s Employees for any loss or damage that it may suffer will be between Client’s Employees and the third parties providing Service and Grab will not assess the safety, reliability, suitability, legality or ability of either the Client’s Employees or third parties in the use of the App Service and the Client expressly waives and releases Grab from any and all liability, claims, causes of action, or damages arising from the use of the Grab App, the App Service and/or the Transport and Delivery Service.
    5. The Client agrees that it shall defend, indemnify (and keep indemnified) and hold harmless Grab, its licensors and each such party’s parent organizations, subsidiaries, Affiliates, officers, directors, members, employees, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:
      1. the Client’s Employees’ and/or third parties’ violation or breach of any term of this Agreement or any applicable law or regulation, including any local laws or ordinances, whether or not referenced herein;
      2. the Client’s Employees’ and/or third parties’ violation of any rights of any other parties, including, but not limited to other motorists, and pedestrians, as a result of the Client’s Employees’ interaction through Service;
      3. the Client’s Employees’ use (or misuse) of the Grab App; and
      4. any claims, demands or action by the Client’s Employees or governmental enforcement agencies to the Client’s Employees for any reason whatsoever.
    6. The Client warrants to Grab that all of the information contained in any application for the App Services before entering into this Agreement is true and correct, and undertakes to inform Grab promptly in writing of any change to this information.
  7. WITHDRAWAL
    1. If Grab in its reasonable business judgement determines that it is necessary to withdraw from this Agreement to avoid or prevent any claim being made against Grab or to avoid or prevent any violation of any court orders, government regulations or other ruling of any regulatory authorities, Grab shall notify the Client as soon as applicable.
  8. TAX
    1. The Parties agree that this Agreement shall be subject to all prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be in force and in connection with any future taxes that may be introduced at any point of time. The Client further agrees to use its best efforts to do everything necessary and required by the relevant laws to enable, assist and/or defend Grab to claim or verify any input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the App Service supplied under this Agreement.
    2. Any amounts under this Agreement will be payable without deduction or withholding for or on account of any present or future taxes, duties or governmental charges of any nature whatsoever imposed, levied or collected by or on behalf of the government of Indonesia by or on behalf of any political subdivision or authority therein having power to tax, unless such deduction or withholding is required by law.
  9. TERMINATION
    1. Either Party shall be entitled to terminate this Agreement immediately by written notice to the other Party if:
      1. the other Party commits breach of this Agreement which cannot be remmedied;
      2. the other Party commits a material breach of this Agreement and fails to remedy the same within fourteen (14) days after receipt of a written notice giving particulars of the breach and requiring it to be remedied;
      3. the other Party enters into liquidation whether compulsorily or voluntarily otherwise than for the purpose of amalgamation or reconstruction arrangement with its creditors or have a receiver appointed in respect of all or any part of its assets or takes or suffers any similar action in consequence of debt;
      4. such termination is necessitated by any order or directive from any lawful, regulatory, governmental or statutory authority having jurisdiction over the matters herein; or
      5. such aforementioned directive or regulation expressly prohibits either party from performing its obligations under this Agreement.
    2. If this Agreemment is terminated in accordance with Clause 9, this Agreement shall terminate and all obligations of the Client which arises prior to the termination date and are still outstanding shall be deemed due with immediate effect and shall be paid to Grab by the Client prior to the termination date.
    3. Grab may terminate, withdraw, modify or suspend the use of the App Service at any time save where security requires it or in circumstances beyond our control, or in the event of fraud or the Client’s breach of these terms of use for the App Service, Grab will use its best endeavors to provide the Client seven (7) days prior notice of our withdrawal or suspension of the App Service.
    4. Grab shall take commercially reasonable effort to inform Client each time a statement is released.
    5. The Parties shall at all times act in good faith in the resolution of any dispute, controversy or claim arising under this Agreement and the Client agrees that it shall first discuss and negotiate in good faith all possible and reasonable means to resolve any issues and attempt to resolve such issues expeditiously and in good faith.
    6. The expiry or earlier termination of this Agreement shall be without prejudice to and shall not affect any pre-existing liabilities of either Party and shall not relieve either Party of those obligations that by their nature shall survive such expiration or termination, including each Party’s warranties and its obligations of indemnity and confidentiality.
    7. The Parties agree to waive the application of Article 1266 of the Indonesian Civil Code to the extent that it is not required to seek any approval from the court in order to effectuate the termination of this Agreement.
  10. SUSPENSION
    1. Grab shall immediately suspend the App Service if Grab suspects that there is unlawful, illegal and/or fraud committed by the Client and/or the Client’s Employees. If such event occurs, Grab shall notify Client in writing in no later than seven (7) days prior to such suspension.
  11. THIRD PARTY VEHICLE PROVIDER PERFORMANCE
    1. The third party agreement under which the Vehicle Provider shall supply vehicle transportation services to the Client’s Employees is an independent third party agreement with the Client, and the Vehicle Provider is not an employee or agent of Grab.
    2. Grab does not supply vehicle transportation services and is not liable for any reason whatsoever for any act or omission of the Vehicle Provider or any failure, delay or refusal by the Vehicle Provider to:
      1. supply vehicle transpiration services;
      2. accept the Promotional Code for vehicle transportation services;
      3. accept the normal Service Usage for vehicle transportation services; and
      4. return any document related to an Authorisation & Charging Facility to Grab in a timely manner.
    3. Grab will not assess the safety, reliability, suitability, legality or ability of the third party Vehicle Provider in providing the vehicle transportation services and the Client expressly waives and releases grab from any and all liability, claims, causes of action, or damages arising from the vehicle transportation services.
    4. The Client shall not cause the third party Vehicle Provider to assert any claim or interest in, or take any action which may in any way:
      1. adversely affect the validity or enforceability of Grab’s Intellectual Property Rights over the Grab App;
      2. result in the harm or misuse of, bring into disrepute, or adversely affect Grab’s rights or interest in and to the Grab App; or
      3. result in obtaining registrations in or otherwise challenge the validity of Grab’s ownership of or rights in the Grab App.
    5. Except as otherwise expressly provided herein, nothing in this Agreement shall be deemed to grant, indirectly, directly or by implication, estoppel or otherwise, any right, license or covenant from Grab to the Client or to any third party Vehicle Provider.
    6. Grab shall provide assistance which is necessary to the Client if there is a claim or damages incurred by the Client due to such vehicle transportation services.
  12. PROMOTIONAL CODE
    1. All Promotional Code shall at any time belong to Grab.
    2. The Client shall ensure that there is no Promotional Code copied. In accordance with Clause 12.4, the Client is responsible for the security and the use of all Authorization and Charging Facility approved by Grab to be used, and upon all Service Usage arising from the Authorization and Charging Facility, whether such expenses is made by the Client’s Employees or not.
    3. The Client shall take its best reasonable effort to remedy or assist Grab in recovering Promotional Code which was lost or stolen and shall ensure that the Client’s Employees also assist Grab.
    4. In such event, any lost or stolen Promotional Code, or not longer in the ownership and control of the Client or the Client’s Employees who hold such Promotional Code, the Client and the Client’s Employees shall immediately notify Grab in writing within one (1) Business Day.
    5. The Client shall inform Gran on:
      1. all details of the relevant Promotional Code;
      2. the conditions of such lost.
  13. CONFIDENTIALITY
    1. Each Party shall keep confidential and shall not disclose to any person or use directly or indirectly for its own or any other person’s benefit (other than for the due performance by it of its obligations under this Agreement), any Confidential Information disclosed, made available or otherwise provided to the Receiving Party by or on behalf of the Disclosing Party.

      This clause shall not apply to any Confidential Information which at the time it is disclosed, made available or otherwise provided by the Disclosing Party, is in the public domain and shall cease to apply to any information which subsequently becomes publicly available otherwise than as a consequence of any breach by the Receiving Party.
    2. The Parties agree that the Client shall not disclose to any person any of the proposal, terms and conditions, financial arrangements, and any other facts with regards to such matters therein without prior written consent from Grab.
    3. The Receiving Party may disclose Confidential Information to:
      1. its directors, commissioners and employees to the extent that their duties will require them to have access to such Confidential Information, provided that the Receiving Party shall instruct such directors and employees to treat such Confidential Information as confidential and not use such Confidential Information for any purpose other than the proper discharge by them of their duties; and
      2. its external auditors, lawyers and professional advisers, and the Receiving Party shall ensure that the persons to whom such disclosure is made are contractually bound by the provisions of this clause by the incorporation of corresponding provisions of confidentiality in their employment and other applicable contracts.
    4. These confidentiality obligations shall endure, even after the expiry or termination of this Agreement, without limit in point of time except and until the Confidential Information enters the public domain.
  14. FORCE MAJEURE
    1. Both Parties are released from responsibility to all obligations and delay of work as consequence of Force Majeure. Force Majeure is defined as any extraordinary circumstances which is an unforeseeable, inevitable event and/or beyond reasonable control of the Parties including but not limited to epidemic, natural disaster, war, rebellion, aggression, sabotage, riot of mass, and existence of governmental regulations in monetary affairs which directly influence performance of this Agreement.
    2. If one of the Party has delayed or prevented from performing its obligations hereunder as a result of an event of Force Majeure, it shall promptly notify the other Party in writing as soon as possible after the occurrence of such an event of Force Majeure.
    3. If the Party, who is suffering, does not or neglects to notify the other Party hence all lost, risks and consequences which may arise shall be the burden and responsibility of the Party who suffered from such Force Majeure.
    4. If the event of Force Majeure persist for a period exceeding 60 (sixty days) calendar days and both Parties had negotiated in good faith and did not settle on a suitable resolution, then either Party shall be entitled to terminate this Agreement by written notice to the other Party hereto.
  15. WAIVER
    1. Failure by either Party at any time to enforce any of the provisions of this Agreement shall neither be construed as a waiver of any rights or remedies hereunder nor in any way affect the validity of this Agreement or any part of it. No waiver shall be effective unless given in writing and no waiver of a breach of this Agreement shall constitute a waiver of any antecedent or subsequent breach.
  16. SEVERABILITY
    1. The invalidity or unenforceability for any reason of any part of this Agreement shall not prejudice or affect the validity or enforceability of the remainder of this Agreement.
    2. If further lawful performance of this Agreement or any part of it shall be made impossible by the final judgment or final order of any court of competent jurisdiction, commission or government agency or similar authority having jurisdiction over either Party, the Parties shall forthwith use their reasonable endeavors to agree amendments to this Agreement so as to comply with such judgment or order.
  17. VARIATION
    1. Grab reserves the right to modify or amend the general terms and conditions without the Merchant’s consent. However, Grab shall notify such changes through email and the Merchant has the chance to object within 2 weeks as of the receipt of such notification of changes.
    2. Any terms and conditions of the Merchant are not part of this Agreement unless Grab expressly agrees to adhere to them in writing.
  18. ASSIGNMENT
    1. Grab may assign all or any part of this Agreement or its rights, interest or obligations at any time to any of its Affiliates which can sufficiently execute the obligations under this Agreement.
  19. NOTICES
    1. All notices, demands or other communications required or permitted to be given or made under this Agreement shall be in writing and delivered personally or sent by email, prepaid registered post or by email as notified in the cover letter/registration form.
    2. If occurs any change to the address above, then the Party who change its address shall inform the other party at the latest 3 (three) business days prior to the effectiveness of such change.
    3. Any such notice, demand or communication shall be deemed to have been duly served:
      1. in case of a notice delivered by hand, on the day of actual delivery as evidenced by receipt;
      2. in case of a notice transmitted by facsimile, on the day of transmission as evidenced by receipt of transmission from the sender’s machine (transmission report) stating that the communication has been sent in full without error and received by the recipient;
      3. in case a notice sent by registered post, 3 days after posting;

        Provided that, any notice given in accordance with the above but received on a day which is not a business day or received after normal business hours at the place of the recipient shall be deemed to have been duly received on the next business day.
  20. LANGUAGE
    1. This Agreement has been prepared in English and bahasa Indonesia. In order to comply with Law No. 24 of 2009 regarding the National Flag, Language, Emblem and Anthem by the Government of Indonesia the governing and controlling language of this agreement, shall be the bahasa Indonesia, therefore in the event of any dispute, conflict and inconsistency between the Indonesian and English Language versions, the bahasa Indonesia version shall prevail and English Language version shall be amended accordingly to reflect the meaning of the bahasa Indonesia version.
  21. GOVERNING LAW
    1. Any dispute arising out of, from the implementation or interpretation of this Agreement that cannot be amicably settled shall ultimately be settled in accordance to the rules and procedures (“Rules”) set by the Badan Arbitrase Nasional Indonesia (“BANI”) arbitrated by 3 arbitrators, appointed in accordance the Rules unless the Parties hereto agree to the appointment of a single arbitrator.
    2. The Parties agree to fully cooperate and shall share in the cost for the arbitration under BANI and all rulings by BANI shall be final and binding on the Parties.