Master Services Agreement.

This Master Services Agreement (the "MSA") sets out the general terms under which PT Targ Systems Indonesia ("TARG Systems") provides the TARG ONE platform and related services to the customer entity that executes it (the "Customer"). The specific services, scope, fees, and terms of each purchase are set out in ordering documents executed by both parties: Order Forms for subscriptions and Statements of Work ("SOWs") for professional services. Each executed Order Form or SOW incorporates this MSA and forms a separate contract between the parties.

The published version of this MSA on this website is a reference version for review. A binding MSA comes into force when executed in writing by authorized representatives of both parties. Order of precedence, unless expressly stated otherwise: an executed Order Form or SOW prevails over this MSA for that order; this MSA prevails over the Data Processing Agreement except for data protection subject matter, where the Data Processing Agreement prevails; and all of these prevail over the website Terms of Service for customers with an executed MSA.

TARG Systems will provide the subscription services described in each Order Form (the "Subscription Services"), granting the Customer a non-exclusive, non-transferable right for its authorized users to access and use the TARG ONE platform and the modules specified, for the Customer's internal business operations during the subscription term and within the agreed usage limits.

TARG Systems will provide the professional services described in each SOW (the "Professional Services"), such as implementation, configuration, data migration, integration, and training, with reasonable skill and care and in accordance with the SOW. Where an SOW defines deliverables and acceptance criteria, the acceptance process in the SOW applies; otherwise deliverables are accepted when they materially conform to the SOW.

Each party will fulfil its dependencies stated in an Order Form or SOW, and the Customer will provide timely access to the personnel, information, systems, and decisions reasonably needed for TARG Systems to perform. Timelines affected by delayed dependencies are extended accordingly.

TARG Systems will provide support for the Subscription Services as described in the applicable Order Form or support documentation, including target response times by severity. Where an Order Form includes an availability commitment, the measurement method, exclusions such as scheduled maintenance and force majeure, and any service credits are as stated there. Service credits, where offered, are the Customer's sole and exclusive remedy for failure to meet an availability commitment, except where the failure also constitutes an uncured material breach.

The Customer will pay the fees stated in each Order Form and SOW. Unless stated otherwise there: subscription fees are invoiced annually in advance; Professional Services are invoiced monthly in arrears or per the milestone schedule in the SOW; invoices are payable within thirty (30) days of the invoice date; and fees are stated exclusive of taxes, which the Customer bears, other than taxes on TARG Systems' income. Undisputed amounts that remain unpaid after written notice may accrue late interest at the rate stated in the Order Form or the maximum rate permitted by law, whichever is lower, and TARG Systems may suspend the Services for continued non-payment after further notice.

The Customer may dispute an invoiced amount in good faith by notifying TARG Systems before the due date with reasonable detail, in which case the parties will work promptly to resolve the dispute, and the Customer will pay undisputed amounts when due.

As between the parties, the Customer owns Customer Data. TARG Systems processes Customer Data only to provide, secure, and support the Services and as otherwise permitted by this MSA. The parties will comply with applicable data protection laws, and the Data Processing Agreement executed or incorporated by reference between the parties governs the processing of personal data contained in Customer Data.

TARG Systems may use aggregated and de-identified data derived from the operation of the Services for security, capacity planning, and product improvement, provided such data does not identify the Customer or any individual.

TARG Systems and its licensors retain all right, title, and interest in the TARG ONE platform, the Documentation, and all software, tools, templates, know-how, and methodologies used or developed in providing the Services, including improvements. Except for the limited rights expressly granted, no rights in TARG Systems' intellectual property transfer to the Customer.

Configurations, reports, and other deliverables produced specifically for the Customer under an SOW are licensed to the Customer for its internal business use for as long as it lawfully retains them, except where the SOW expressly provides for assignment. Pre-existing materials and generic components embedded in deliverables remain TARG Systems' property and are licensed to the Customer as part of the deliverable.

Each party will protect the other party's Confidential Information with at least reasonable care, use it only to perform under this MSA, and disclose it only to personnel, affiliates, and advisors bound by comparable obligations who need it for that purpose. Confidential Information excludes information that is or becomes public without breach, was already lawfully known, is independently developed, or is lawfully obtained from a third party. Compelled disclosures are permitted with prompt notice where legally allowed. These obligations continue for five (5) years after termination of this MSA and, for trade secrets, for as long as they remain trade secrets.

Each party warrants that it is validly existing and has the authority to enter into this MSA. TARG Systems further warrants that:

• the Subscription Services will perform materially in accordance with the Documentation under normal use;
• Professional Services will be performed with reasonable skill and care by suitably qualified personnel;
• it will maintain commercially reasonable measures designed to keep the Services free of viruses and malicious code.

For breach of the Subscription Services warranty, TARG Systems will re-perform or correct the non-conforming Services, and if it cannot do so within a reasonable period, the Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid, unused fees. For breach of the Professional Services warranty reported within thirty (30) days of delivery, TARG Systems will re-perform the non-conforming work. These remedies are the Customer's exclusive remedies for warranty breach. Except as expressly stated, the Services are provided "as is" and all other warranties, express or implied, are disclaimed to the maximum extent permitted by law.

TARG Systems will defend the Customer against third-party claims alleging that the Customer's authorized use of the Subscription Services infringes intellectual property rights, and will pay resulting damages finally awarded or agreed in settlement. If such a claim arises or appears likely, TARG Systems may procure continued use rights, modify or replace the affected Services, or terminate them with a pro-rata refund of prepaid, unused fees. This obligation does not cover claims arising from Customer Data, combinations with items not supplied by TARG Systems, or use in breach of this MSA.

The Customer will defend TARG Systems against third-party claims arising from Customer Data or from the Customer's use of the Services in breach of this MSA or applicable law, and will pay resulting damages finally awarded or agreed in settlement.

The indemnified party must provide prompt written notice, sole control of defense and settlement to the indemnifying party (provided no settlement imposes obligations on the indemnified party without its consent), and reasonable cooperation.

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or anticipated savings, even if advised of their possibility. Each party's aggregate liability arising out of or relating to this MSA and all Order Forms and SOWs will not exceed the amounts paid or payable by the Customer under the applicable Order Form or SOW in the twelve (12) months preceding the first event giving rise to liability.

These limitations do not apply to the Customer's payment obligations, either party's indemnification obligations, breach of confidentiality obligations, infringement of the other party's intellectual property, gross negligence or willful misconduct, or any liability that cannot be excluded or limited under applicable law.

Where an executed Order Form or this MSA states an insurance requirement, TARG Systems will maintain coverage meeting that requirement for the term of the applicable Order Form, and will provide certificates evidencing it to the Customer on written request. The specific coverage types and limits are agreed between the parties in the Order Form rather than fixed by this MSA.

This MSA starts on its effective date and continues until terminated. Either party may terminate this MSA for convenience on thirty (30) days' written notice, provided that termination of the MSA does not terminate Order Forms or SOWs then in effect, which continue to be governed by this MSA until they expire or terminate.

Either party may terminate this MSA or an affected Order Form or SOW for cause if the other party materially breaches and fails to cure within thirty (30) days of written notice, or immediately upon the other party's insolvency, bankruptcy, or cessation of business. Upon termination of an Order Form by the Customer for TARG Systems' uncured material breach, TARG Systems will refund prepaid, unused subscription fees for the terminated remainder of the term.

Upon expiry or termination of an Order Form, the Customer's access to the affected Subscription Services ends, data export and deletion follow the Data Processing Agreement, and each party will return or destroy the other's Confidential Information on request. Provisions that by their nature survive termination survive, including accrued payment obligations, confidentiality, intellectual property, indemnification, limitation of liability, and governing law.

• Force majeure: neither party is liable for failure or delay, other than payment obligations, caused by events beyond its reasonable control, provided it notifies the other party and uses reasonable efforts to mitigate. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Order Form or SOW on notice.
• Assignment: neither party may assign this MSA without the other party's prior written consent, not to be unreasonably withheld, except to an affiliate or to a successor in a merger or sale of substantially all assets, with written notice.
• Notices: legal notices must be in writing and delivered to the addresses stated in the signature block or an Order Form, and are effective on delivery.
• Publicity: neither party will use the other party's name or logo publicly without prior written consent, except that TARG Systems may identify the Customer as a customer in factual lists with consent recorded in an Order Form.
• Anti-corruption and compliance: each party will comply with applicable anti-bribery, anti-corruption, export control, and sanctions laws in performing this MSA.
• Entire agreement: this MSA, together with its Order Forms, SOWs, and the Data Processing Agreement, is the entire agreement between the parties for its subject matter and supersedes prior proposals and discussions. Amendments must be in writing and signed by both parties. Terms on a purchase order or similar Customer document do not modify this MSA.
• Severability and waiver: unenforceable provisions are enforced to the maximum permitted extent without affecting the remainder, and a failure to enforce is not a waiver.
• Relationship: the parties are independent contractors. Nothing in this MSA creates a partnership, joint venture, or agency.

This MSA is governed by the laws of the Republic of Indonesia, unless the parties agree otherwise in an executed Order Form. The parties will first seek to resolve disputes through good-faith escalation between senior executives for at least thirty (30) days. Disputes not resolved through escalation will be finally settled in the forum specified in the executed MSA or Order Form, and in the absence of such specification, by the competent courts of the domicile of TARG Systems. Each party may seek interim injunctive relief in any competent court to protect its intellectual property or Confidential Information.