Terms of Service.

These Terms of Service (the "Terms") are a binding agreement between PT Targ Systems Indonesia ("TARG Systems", "we", "us") and the company or legal entity that registers for, accesses, or uses the TARG ONE platform (the "Customer", "you"). By creating an account, signing an Order Form that references these Terms, or using the Services, you accept these Terms on behalf of the entity you represent and confirm that you have authority to bind that entity.

If you and TARG Systems have signed a Master Services Agreement or another written agreement covering the Services, that signed agreement prevails over these Terms to the extent of any conflict.

The Services are business software offered to companies and their authorized personnel. They are not directed at consumers, and use in a personal or household capacity is not permitted. Use of the public TARG Systems website itself is governed by the separate Terms of Use published on this website.

• "Services" means the TARG ONE Business Operating Platform, including its modules (such as ONE Core, ONE Finance, ONE Sales, ONE Supply, ONE Factory, ONE People, ONE Commerce, and ONE Intelligence), together with related implementation, support, and professional services.
• "Order Form" means an ordering document, subscription page, or statement of work agreed between the parties that specifies the Services, subscription term, user counts, and fees.
• "Customer Data" means data, records, and content submitted to the Services by or on behalf of the Customer, including data about the Customer's own business, employees, suppliers, and customers.
• "Users" means individuals authorized by the Customer to use the Services, such as employees, contractors, and advisors acting on the Customer's behalf.
• "Documentation" means the usage guides, help content, and technical descriptions for the Services that TARG Systems makes available.

Subject to these Terms and payment of applicable fees, TARG Systems grants the Customer a non-exclusive, non-transferable right during the subscription term to access and use the Services for the Customer's internal business operations, up to the usage limits stated in the applicable Order Form.

TARG Systems will provide the Services with reasonable skill and care, maintain commercially reasonable administrative, technical, and physical safeguards for the Services, and make support available as described in the applicable Order Form or Documentation.

TARG Systems may update and improve the Services from time to time, provided that updates do not materially reduce the core functionality of the Services purchased for the remainder of the current subscription term.

The Customer is responsible for its Users, for maintaining the confidentiality of credentials, and for all activity occurring under its accounts. The Customer will notify TARG Systems promptly upon becoming aware of any unauthorized access to or use of its accounts.

The Customer will ensure that its Users comply with these Terms, and remains responsible for any breach of these Terms by a User.

The Customer will not, and will not permit any User or third party to:

• sell, resell, rent, lease, or sublicense the Services, or make them available to anyone other than Users;
• copy, modify, or create derivative works of the Services, or reverse engineer, decompile, or otherwise attempt to derive source code from the Services, except to the extent such restriction is prohibited by applicable law;
• use the Services to store or transmit material that is unlawful, infringing, or that contains viruses or other harmful code;
• interfere with or disrupt the integrity, security, or performance of the Services, or attempt to gain unauthorized access to the Services or related systems;
• perform penetration testing, vulnerability scanning, or load testing against the Services without TARG Systems' prior written consent;
• use the Services to develop a competing product or service, or to benchmark the Services for publication without TARG Systems' prior written consent;
• use the Services in violation of applicable law, including data protection, export control, and anti-corruption laws.

TARG Systems may suspend access to the Services, in whole or in part, where reasonably necessary to address a security risk, unlawful use, or a material breach of this section, and will limit any suspension in scope and duration to what is reasonably required.

As between the parties, the Customer owns all right, title, and interest in Customer Data. TARG Systems does not acquire any rights in Customer Data other than the limited rights needed to provide, secure, support, and improve the Services in accordance with these Terms, the Privacy Policy, and the Data Processing Agreement.

The Customer is responsible for the accuracy and legality of Customer Data and for having the necessary rights and consents to submit it to the Services, including in respect of personal data relating to its own employees, suppliers, and customers.

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

The Customer will pay the fees stated in the applicable Order Form. Unless stated otherwise in an Order Form, subscription fees are billed in advance for each subscription period, invoices are payable within thirty (30) days of the invoice date, and fees are stated exclusive of taxes, which the Customer is responsible for, other than taxes on TARG Systems' income.

Except as expressly stated in the Refund Policy, an Order Form, or a signed agreement, fees are non-cancellable and payment obligations for the committed subscription term are non-refundable. Late amounts may accrue interest at the lower of a reasonable commercial rate agreed in the Order Form or the maximum rate permitted by law, and TARG Systems may suspend the Services for amounts that remain unpaid after written notice.

TARG Systems may adjust pricing for a renewal term by giving notice before the renewal, in which case the Customer may elect not to renew.

TARG Systems and its licensors own all right, title, and interest in and to the Services, the Documentation, and all related software, technology, and know-how, including all improvements and modifications. No rights are granted to the Customer other than the limited rights expressly set out in these Terms.

If the Customer provides suggestions or feedback about the Services, TARG Systems may use that feedback without restriction or obligation, provided it does not identify the Customer without consent.

Each party (the "Receiving Party") will protect the non-public business, technical, and financial information disclosed by the other party (the "Disclosing Party") using at least the degree of care it uses for its own similar information, and no less than reasonable care. The Receiving Party will use Confidential Information only to perform under these Terms and will not disclose it except to personnel and advisors who need to know it and are bound by comparable confidentiality obligations.

These obligations do not apply to information that is or becomes public through no fault of the Receiving Party, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party. Disclosure required by law or a competent authority is permitted, with prompt notice to the Disclosing Party where legally allowed.

Each party will comply with applicable data protection laws in connection with the Services. Where TARG Systems processes personal data contained in Customer Data on the Customer's behalf, the Data Processing Agreement applies and forms part of these Terms. TARG Systems' processing of personal data in its own capacity, for example account administration data, is described in the Privacy Policy.

Each party warrants that it has the legal power to enter into these Terms. TARG Systems warrants that the Services will perform materially in accordance with the Documentation under normal use. The Customer's exclusive remedy for breach of this warranty is for TARG Systems to use reasonable efforts to correct the non-conformity, and if TARG Systems cannot do so within a reasonable period, the Customer may terminate the affected Services and receive a pro-rata refund of prepaid, unused fees for the remainder of the subscription term.

Except as expressly stated in these Terms, the Services are provided "as is" and TARG Systems disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. TARG Systems does not warrant that the Services will be uninterrupted or error-free, or that outputs of the Services, including reports and analytics, constitute professional advice. The Customer remains responsible for its own business, accounting, tax, and legal decisions.

TARG Systems will defend the Customer against any third-party claim alleging that the Customer's authorized use of the Services infringes that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement for such claim. If such a claim arises or is likely, TARG Systems may procure the right for the Customer to continue using the Services, modify or replace the Services to be non-infringing, or terminate the affected Services with a pro-rata refund of prepaid, unused fees. This obligation does not apply to claims arising from Customer Data, use in breach of these Terms, or combinations with items not provided by TARG Systems.

The Customer will defend TARG Systems against any third-party claim arising from Customer Data or the Customer's use of the Services in breach of these Terms or applicable law, and will pay damages finally awarded or agreed in settlement for such claim.

The indemnified party must give prompt notice of the claim, allow the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data, even if advised of the possibility of such damages.

To the maximum extent permitted by law, each party's total aggregate liability arising out of or related to these Terms will not exceed the amounts paid or payable by the Customer for the Services in the twelve (12) months preceding the event giving rise to the claim.

These limitations do not apply to the Customer's payment obligations, a party's indemnification obligations, a party's breach of confidentiality obligations, infringement or misappropriation of the other party's intellectual property, or liability that cannot be limited under applicable law.

These Terms apply from the earlier of account creation or the effective date of the first Order Form, and continue while any subscription is active. Unless an Order Form states otherwise, subscriptions renew automatically for successive periods equal to the initial term, unless either party gives notice of non-renewal at least thirty (30) days before the end of the current term.

Either party may terminate these Terms or an affected Order Form for cause if the other party materially breaches and fails to cure within thirty (30) days of written notice, or immediately if the other party becomes insolvent or subject to bankruptcy or similar proceedings. If the Customer terminates for TARG Systems' uncured material breach, TARG Systems will refund prepaid, unused fees for the remainder of the terminated subscription term.

Upon termination or expiry, the Customer's access to the Services ends. For thirty (30) days after termination or expiry, TARG Systems will, on written request, make Customer Data available for export in a commonly used, machine-readable format, after which TARG Systems may delete Customer Data in accordance with the Data Processing Agreement and its retention practices. Sections that by their nature should survive termination will survive, including confidentiality, intellectual property, payment obligations, limitations of liability, and governing law.

TARG Systems may update these Terms from time to time. For material changes, TARG Systems will give reasonable advance notice, for example by email to the account administrator or a notice within the Services. Changes take effect for the Customer at the start of the next renewal term, unless the change is required by law or applies to new features, in which case it may take effect sooner. Continued use of the Services after the effective date of a change constitutes acceptance.

• Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, war, civil unrest, government action, power or telecommunications failures, or failures of third-party providers, provided the affected party uses reasonable efforts to mitigate.
• The Customer may not assign these Terms without TARG Systems' prior written consent, except to a successor in a merger or sale of substantially all assets with notice to TARG Systems. TARG Systems may assign these Terms to an affiliate or successor.
• These Terms, together with the applicable Order Forms, the Data Processing Agreement, the Privacy Policy, and the Refund Policy, form the entire agreement regarding the Services and supersede prior discussions on that subject.
• If any provision of these Terms is held unenforceable, the remainder stays in effect and the provision will be enforced to the maximum extent permitted.
• A failure to enforce a provision is not a waiver of the right to enforce it later. The parties are independent contractors, and these Terms do not create a partnership, agency, or joint venture.

These Terms are governed by the laws of the Republic of Indonesia, without regard to conflict of laws rules. The parties will first attempt in good faith to resolve any dispute through discussion between senior representatives. Any dispute that cannot be resolved amicably will be submitted to the competent courts of the domicile of TARG Systems, unless a signed agreement between the parties specifies a different forum or arbitration.

Questions about these Terms can be directed to TARG Systems at hello@targsystems.com. Legal notices must be given in writing and are deemed received when delivered to the receiving party's registered business address or a notice email address agreed in an Order Form.