Terms and Conditions
This page contains the Terms and Condition for using Flynd’s service. Please read this agreement carefully before using this service.
BY USING THE SERVICE OR CLICKING AGREE YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR AN ENTITY FOR WHOSE BENEFIT THIS SERVICE IS BEING USED, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF. IF YOU HAVE A WRITTEN AGREEMENT WITH ONFLEET FOR THESE SERVICES, THEN THAT AGREEMENT WILL GOVERN, AND THE AGREEMENT BELOW WILL NOT APPLY.
This agreement is between PT Flynd Teknologi Indonesia (Flynd), and the customer agreeing to this agreement (Customer). Flynd and the Customer are collectively referred to as the “Parties” and individually as a “Party”.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings and subject to the terms and condition contained herein, the Parties agree as follows.
Definitions As used in this Agreement, and unless the context requires otherwise, the following terms shall have the following respective meanings, and all capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the User Terms and Conditions and the Warranty Policy, as applicable:
SaaS, is an acronym for “Software as a Service” and means the combined hosting and support services provided in this Agreement.
Subscription Terms, shall mean that period specified in Flynd Quote during which Customer will have access and use of the Software.
Software, shall mean the software and service in a hosted environment provided and maintained by Flynd to which Customer is being granted access under this Agreement.
Services, shall mean features of the Software and any kind of support provided by Flynd made available to Customer.
Licensed Material, shall mean the written materials relating to the operation and use of the Software including, but not limited to, user manuals, user guides, technical manuals, release notes, and online help files regarding use of the Software provided as part of the Service, and any other materials prepared in connection with any Software modification, correction, or enhancement, and shall include any updated version of Licensed Material as may be provided by Flynd from time to time (i) in the course of providing the Service, (ii) as part of an online tutorials or help files provided with the Service, or (iii) in the course of providing web seminars in which Customer or Customer’s Users enroll.
User Documentation, shall mean the documentation included in the Licensed Material which purpose is to guide Customer how to use the Software.
User(s), shall mean Customer’s employee, representatives, consultants, contractors or agents who are authorized to use the Software and have been applied user identifications and passwords by Customer or on Customer’s behalf.
Flynd Quote, document will be sent separately on client basis.
During the Subscription Terms, Customer will receive a non-exclusive, non-transferable, royalty free, worldwide right to access and use the SaaS service solely for your internal business operations subject to the Terms of this Agreement.
Customer acknowledges that this agreement is a service agreement and Flynd will not be delivering copies of the Software to Customer as part of the Services.
Customer agrees to refrain from taking any steps, such as reverse assembly or reverse compilation, to derive source code equivalent to the Licensed Material. All Licensed Material furnished to Customer under this Agreement shall be used by Customer only for Customer’s internal business purposes shall not be reproduced or copied in whole or in part.
Flynd shall not be responsible for the condition or properties or performance of the necessary hardware and software required by the Customer or for the network link between the Customer and Flynd’s Software.
Limitation of Liability Notwithstanding anything in this Agreement to the contrary, neither Party shall have any liability under this Agreement, for: (i) any punitive or exemplary damages, or (ii) any special, consequential, incidental or indirect damages, including lost profits, lost data, lost revenues and loss of business opportunity, whether or not the other Party was aware or should have been aware of the possibility of these damages.
Terms The term of this Agreement shall commence on the Effective Date, unless terminated as provided herein and may be renewed (“Renewal Term”) by mutual agreement from the term set forth in the Flynd Quote.
Effective Date The Effective Date is the date designated by Flynd on the Flynd Quote, or if not set forth on such Flynd Quote, the date that the Agreement is designated by Flynd as complete or closed in Flynd designated recording system.
Termination Either Party may terminate the Agreement upon thirty (30) days prior written notice. In the event of any such expiration or Termination of the Agreement, no refund of fees shall be due and owing to Customer, and Customer shall pay any fees then due and owing for the remainder of the applicable license term. Customer shall cease all use of the Software upon the expiration or Termination of this Agreement. Any expiration or Termination of this Agreement shall not modify any rights or obligations of a party hereto which arose prior to such expiration or Termination.
The Customer shall be entitled to use the Software through its employees so far as these have been registered by it as authorized Users.
The authorized Users are not allowed to share their username or passwords (or other login credentials) with others, either in the employment of the Customer or otherwise.
All documents delivered to the Customer are to be kept confidential unless otherwise publicly available. Their contents may not be disclosed to third parties without the prior written consent of Flynd.
Service Level Commitments, Disclaimer, and Limitations (SLA)
Flynd shall be responsible for ensuring the availability of the Software and Customer Data in accordance with the section below. Under the term “Availability” the Parties agree the technical usability of the Software and the Customer Data for use by the Customer.
The average Software availability per annum shall be no less than 99%, based on 24 (twenty-four) hours a day, 7 (seven) days a week. Scheduled Downtimes for maintenance and software updates, in particular the times of planned unavailability specified in section G below, and also times in which the Software cannot be reached on account of technical or other problems which do not lie within the direct control of Flynd such as force majeure, third party fault, etc. are excluded from the average availability calculation. Where Flynd foresees that the consecutive downtime required for network, server or maintenance exceeds 3 (three) hours in duration, Flynd shall notify the Customer of such planned maintenance at least 1 (one) days in advance of commencing the respective work.
Flynd shall use commercially reasonable efforts to eliminate any faults or errors in the Software and the documentation, reported by the Customer within a reasonable period of time. Faults shall be classified by the Parties by mutual agreement as; (i) preventing operations, (ii) impeding operations or (iii) other faults. If the Parties fail to reach agreement, Flynd shall decide on the classification, with reasonable regard to the Customer’s interests. According to the classification of a fault, the following reaction and restoration times apply: Fault preventing Customer’s operations (reaction time not to exceed: 12 (twelve) hours, restoration time not to exceed: 24 (twenty-four) hours) Fault impeding Customer’s operations (reaction time not to exceed: 24 (twenty-four) hours, restoration time not to exceed 2 (two) days)
A fault preventing Customer’s operations is present if, for example, the use of the Software is not possible or is severely restricted due to reproducible malfunctions, causing false work results or response times caused by Flynd and this fault cannot be circumvented using reasonable efforts on behalf of the Customer;
A fault impeding Customer’s operations is present if, for example, the use of the Software is not possible or is restricted due to intermittent malfunctions, false work results or response times caused by Flynd, but at the same time the restrictions of use are also not inconsiderable and cannot be circumvented using reasonable efforts on behalf of the Customer;
The reaction time is calculated in hours from the receipt of the fault notification during the core working hours. For Customer of Flynd the core working hours are defined as Mondays to Fridays, in each case 9:00am – 5:00pm (GMT+7).
A fault in the Software is present if
the Software, when used in accordance with the Terms of Agreement, fails to provide the documented functions or,
it is not suitable for the use specified under this Agreement. In particular, no fault within the meaning of this provision is present if any of the above-mentioned pre-requisites section C.(i) or C.(ii) only has a minor effect on the use of the Software, or the failure was caused by improper use of the Software by the Customer.
A fault in the Documentation is present if a competent User equipped with basic knowledge and training in the use of the Software cannot understand the operation of individual functions with the aid of the documentation within a reasonable time and effort. Explicitly, the documentation is intended to assist the Users in understanding how to use the Software, not to provide instructions on how to correctly model processes or decisions.
In so far as any fault in the Software reported by the Customer does not actually exist, Flynd shall be entitled to make a separate charge for the expense thereby caused.
The period of planned unavailability is agreed as Fridays to Sundays in each case from 10:00pm – 3:00am (GMT+7). During the times of planned unavailability, Flynd shall be entitled to maintain the Server, Software, or Service to create Customer Data backups or carry out other works necessary to deliver the Software. The Customer shall be notified of any additional times of planned unavailability no less than 7 (seven) calendar days in advance. Additional periods of planned unavailability may only be invoked for cogent reasons having reasonable regard to the legitimate interests of the Customers.
If and in so far as the Customer can use the Software during times of planned unavailability, no legal claim hereto shall exist. If during any use in times of planned unavailability a reduction or loss of performance arises, the Customer shall have no claim under liability for defects or any claim for damages.
Both Parties understand and agree that all data submitted by Customer and subsequently contained in any reports, spreadsheets or analysis of any kind generated by the Software, including all intellectual property rights therein and any enhancements, derivative works and improvements thereto (together “Customer Data”) are the exclusive property of Customer and nothing contained herein shall restrict Customer from using such Customer Data in any way it deems fit. Flynd shall only use Customer Data for the benefit of Customer as required to fulfill its obligations under this Agreement.
Upon commencement of the Agreement, Flynd shall provide the Customer with User Documentation for the Software in electronic form, either by download or by making the documentation accessible online. If Flynd provides an update to the Software, the User Documentation shall be modified accordingly. This only applies, however, if the effects on the User Documentation are substantial.
Customer shall be entitled to store and print out the User Documentation provided, and to duplicate the same in reasonable quantities for the purposes of this Agreement, subject to retaining all logos, ownership, confidentiality and other property right notices.
Customer data is backed up on the Server on a calendar-day basis.
Fees, Invoicing and Payment
The fees are as set forth in the applicable Flynd’s Quote. All fees and prices are exclusive of all taxes and other charges. Invoice will be sent to the Customer on a date set on Flynd’s Quote.
Overdue Charges. If any invoiced amount is not received by Flynd by the due date, then
Those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or
Flynd may condition future subscription renewals and Order Forms on payment terms shorter than those specified in point (b) above.
Customer must provide current, complete and accurate billing and credit card information. Customer account will be renewed automatically at the end of each Subscription Terms until either Customer or Flynd cancel the Service.
By subscribing to the Service, Customer give Flynd the right to charge Customer’s credit card, or bill Customer via other payment methods, for fees connected with the Service such as renewal fees or fees for extra services.
Flynd reserve the right to charge prices for the Service and any connected extra services at any time upon a 30-day notice from Flynd. Such notice may be provided at any time by posting the changes to the Service itself.
Dispute Resolution Any dispute, controversy, difference or claim arising out of or relating to the Agreement, including the existence, validity, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by Badan Arbitrase Nasional Indonesia (BANI) in accordance with the BANI arbitration rules in force at the time.
Governing Law This Agreement shall be subject to and construed in accordance with the laws of the Republic of Indonesia.
This Agreement has been prepared in both English and Bahasa Indonesia. In the event of any inconsistency, the Bahasa Indonesia version shall apply and be binding upon the Parties.
If any of the provision of this Agreement or the application thereof to any person, entity or circumstances, shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons, entities or circumstances, shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
This Agreement may be executed and delivered by electronic mail or any form of electronic signature.
These Terms and Condition are the entire and exclusive understanding and agreement between Customer and Flynd regarding the Service. If you have any questions or concerns about our Services or these Terms, you may contact us via email at firstname.lastname@example.org