SIP SHIELD TERMS AND CONDITIONS

1. Purpose and Scope

1.1 These Terms set out the general legal and commercial terms under which Provider makes the Services available to Customer.

1.2 These Terms apply to the SIP Shield website, dashboard, desktop agent, onboarding, support, maintenance, updates, and related services.

2. Definitions

For purposes of these Terms:

“Account” means the user account created to access the Services.

“Confidential Information” means any non-public business, technical, commercial, operational, customer, pricing, procurement, legal, or security information disclosed by one party to the other in connection with the Services, whether in written, oral, electronic, visual, or other form, that is identified as confidential or that reasonably should be understood to be confidential by its nature.

“Customer” means any individual or legal entity subscribing to, purchasing, accessing, or using the Services.

“Customer Data” means any data, mailbox-related operational data, account data, support data, configuration data, technical data, personal data, and other information submitted by, for, or on behalf of Customer, or processed in connection with the Services.

“Mailbox” means an email account or inbox designated by Customer for use with the Services.

“Services” means SIP Shield website access, dashboard, desktop agent, onboarding, support, maintenance, updates, and related services made available by Provider.

3. Nature of the Services

3.1 The Services are intended to support email hygiene, mailbox protection, phishing detection, spam reduction, quarantine review, and related operational risk reduction.

3.2 The Services are designed to assist Customer in identifying suspicious, harmful, fraudulent, or unwanted email activity and to improve mailbox hygiene.

3.3 The Services do not constitute legal advice, cybersecurity certification, insurance, managed security operations, or any guarantee that all phishing, spam, spoofing, malware, fraud, or malicious communications will be detected, quarantined, blocked, or removed.

3.4 Customer acknowledges that the Services are not infallible and do not eliminate all operational or cyber risk.

4. Eligibility and Authority

4.1 Customer represents and warrants that:

a. Customer is at least 18 years of age or otherwise legally competent under applicable law;

b. Customer has full authority to enter into these Terms; and

c. where Customer acts on behalf of a legal entity, Customer is duly authorized to bind that entity.

4.2 Customer may only register, connect, or manage Mailboxes that Customer owns, controls, or is lawfully authorized to access and administer.

5. Account Registration and Security

5.1 To use certain features of the Services, Customer may be required to create an Account and verify an email address.

5.2 Customer agrees to provide true, accurate, complete, and current information.

5.3 Customer is responsible for maintaining the confidentiality of Account credentials and for all activities conducted through the Account.

5.4 Customer shall promptly notify Provider of any unauthorized access to or use of the Account or any suspected security breach.

6. Customer Responsibilities

6.1 Customer shall:

a. ensure lawful authority over each Mailbox, system, device, and data source connected to the Services;

b. install, configure, and use the Services in accordance with Provider’s instructions;

c. maintain secure and supported devices, operating systems, and endpoint environments;

d. review warnings, alerts, classifications, and quarantined messages using independent judgment; and

e. use the Services only in accordance with applicable law.

6.2 Customer remains responsible for decisions made based on warnings, alerts, classifications, or other outputs generated by the Services.

7. Fees, Billing, and Subscription

7.1 Certain Services are offered on a paid subscription basis.

7.2 Customer agrees to pay all applicable fees, taxes, duties, and charges associated with the selected plan.

7.3 Unless otherwise expressly stated in writing, fees paid are non-refundable except where required by law.

7.4 Provider may revise pricing, billing cycles, features, or subscription plans upon reasonable prior notice, and such revisions shall apply prospectively.

7.5 Provider may suspend or limit Services for non-payment after reasonable notice, subject to applicable law.

8. Confidentiality

8.1 Each party shall keep the other party’s Confidential Information confidential and shall not disclose it except as permitted under these Terms.

8.2 The receiving party shall:

a. use the disclosing party’s Confidential Information solely for purposes related to the Services;

b. restrict access to personnel, advisers, contractors, Affiliates, and representatives who have a legitimate need to know and who are bound by confidentiality obligations; and

c. protect such Confidential Information using reasonable safeguards no less protective than those used to protect its own confidential information of similar importance.

8.3 These obligations shall not apply to information that:

a. is or becomes publicly available through no wrongful act or omission of the receiving party;

b. was lawfully known without restriction prior to disclosure;

c. is lawfully received from a third party without breach of confidentiality obligation; or

d. is independently developed without use of the disclosing party’s Confidential Information.

8.4 Where disclosure is required by law, regulation, court order, arbitral order, or competent authority, the receiving party may disclose such Confidential Information only to the minimum extent legally required and, where lawful and reasonably practicable, shall give prior notice to the disclosing party.

9. Customer Data and Privacy

9.1 Provider processes personal data in accordance with the SIP Shield Privacy Policy.

9.2 Customer represents and warrants that Customer has all necessary rights, permissions, notices, lawful basis, and authority for the submission and processing of Customer Data through the Services.

9.3 Where the Services process data on behalf of Customer, Customer remains responsible for ensuring that such processing is lawful under applicable law.

10. Security and Security Incidents

10.1 Provider maintains reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services.

10.2 If Provider becomes aware of a confirmed security incident materially affecting Customer Data, service integrity, or authorized access, Provider shall use commercially reasonable efforts to notify affected Customer without undue delay, subject to applicable law, security restrictions, and investigatory needs.

10.3 Such notification may include, where reasonably available:

a. a general description of the incident;

b. the categories of affected systems or data, if known;

c. mitigation or remediation measures taken or proposed; and

d. recommended customer actions.

11. Subprocessors and Subcontractors

11.1 Provider may engage Affiliates, infrastructure providers, software vendors, payment processors, support providers, and other service providers to support the Services.

11.2 Provider shall remain responsible for its own obligations under these Terms and shall use reasonable efforts to require such parties to implement obligations appropriate to the nature of the services they provide.

12. Public-Sector Compliance

12.1 Where Customer is a ministry, agency, regional government, state-owned enterprise, public institution, or other government-related entity, Provider shall perform the Services in a manner consistent with applicable procurement integrity, anti-corruption, confidentiality, and lawful-access requirements relevant to the engagement.

12.2 Any additional public-sector requirements, tender obligations, integrity commitments, security obligations, audit rights, reporting duties, or data-handling restrictions applicable to a specific procurement or contract shall be governed by the relevant signed contract, purchase order, statement of work, or tender document, and not solely by these Terms.

13. Service Changes, Availability, and Suspension

13.1 Provider may update, patch, improve, modify, suspend, or discontinue any portion of the Services where reasonably necessary for maintenance, legal compliance, product development, security, technical integrity, or operational necessity.

13.2 Provider does not guarantee uninterrupted, error-free, secure, or continuous operation of the Services.

13.3 Provider may suspend the Services upon reasonable notice where necessary due to material security risk, unlawful use, non-payment, legal requirement, or urgent technical measures needed to protect the Services or other customers.

14. Intellectual Property

14.1 Provider and its licensors retain all rights, title, and interest in and to the Services, software, documentation, interfaces, methods, know-how, and related intellectual property.

14.2 Subject to these Terms, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services during the applicable term solely for Customer’s internal lawful purposes.

14.3 Customer retains rights in Customer Data.

15. Warranties and Disclaimer

15.1 Provider warrants that it shall provide the Services in a professional and workmanlike manner consistent with reasonable industry practice.

15.2 Except as expressly stated in these Terms, the Services are provided on an “as is” and “as available” basis.

15.3 Provider does not warrant that the Services shall be uninterrupted, error-free, or capable of detecting, preventing, or eliminating all malicious, fraudulent, or unwanted communications.

15.4 To the fullest extent permitted by law, Provider disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, except to the extent such disclaimer is prohibited by law.

16. Limitation of Liability

16.1 To the fullest extent permitted by law, Provider and its Affiliates, directors, commissioners, officers, employees, contractors, agents, and licensors shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, loss of revenue, loss of goodwill, or loss of anticipated savings.

16.2 To the fullest extent permitted by law, Provider’s aggregate liability arising out of or in connection with the Services shall not exceed the total fees actually paid by Customer for the Services during the three (3) months immediately preceding the event giving rise to the claim.

16.3 These limitations shall not apply to liability that cannot lawfully be excluded or limited.

17. Indemnity

Customer shall defend, indemnify, and hold harmless Provider and its Affiliates, officers, employees, and agents from and against third-party claims arising from:

a. Customer’s unlawful or unauthorized use of the Services;

b. Customer’s breach of these Terms;

c. Customer’s lack of authority over connected Mailboxes or Customer Data; or

d. Customer Data that violates applicable law or third-party rights.

18. Termination

18.1 Provider may suspend, restrict, or terminate access to the Services immediately, with or without notice, where Customer breaches these Terms, fails to pay applicable fees, creates legal or security risk, or where suspension is required by law or competent authority.

18.2 Upon termination:

a. Customer’s right to use the Services shall cease;

b. accrued payment obligations shall remain due; and

c. Provider may disable or delete access to certain data in accordance with applicable law and retention practices.

19. Force Majeure

Provider shall not be liable for any failure or delay caused by events beyond its reasonable control, including natural disaster, epidemic, cyberattack, war, civil unrest, labor dispute, government action, internet outage, or power failure.

20. Governing Law and Dispute Resolution

20.1 These Terms shall be governed by and construed in accordance with the laws of the Republic of Indonesia.

20.2 Any dispute, controversy, or claim arising out of or in connection with these Terms shall first be attempted to be resolved amicably through good-faith consultation.

20.3 If unresolved within thirty (30) calendar days from written notice of dispute, the dispute shall be finally resolved by arbitration administered by BANI Arbitration Center in accordance with the BANI rules in force at the time the notice of arbitration is submitted.

20.4 The seat of arbitration shall be Jakarta, Indonesia.

20.5 The language of arbitration shall be English.

20.6 The arbitral tribunal shall consist of one (1) arbitrator, unless otherwise required by the applicable rules or the nature of the dispute.

20.7 The award shall be final and binding.

20.8 Nothing in this Section prevents either party from seeking interim or conservatory relief from a competent court.

21. Miscellaneous

21.1 These Terms, together with the Privacy Policy and other policies expressly incorporated by reference, constitute the entire agreement between Provider and Customer relating to the Services.

21.2 Provider may amend these Terms from time to time. Updated Terms become effective upon publication or notice, unless otherwise stated.

21.3 If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

21.4 Provider’s failure to enforce any right or provision shall not constitute a waiver.

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