Terms & Conditions

1 Agreement to Terms

By accessing and using the services provided by PT. Digital Meta Solutions, operating as "Digimetalab" ("we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms and Conditions. These terms constitute a legally binding agreement between you and Digimetalab.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms. If you do not agree with any part of these terms, please do not use our services.

These Terms and Conditions apply to all services, including but not limited to consultations, project work, ongoing support, and any deliverables provided by Digimetalab. Additional terms may apply to specific services as outlined in individual project proposals or contracts.

2 Services Description

Digimetalab provides comprehensive AI automation and digital transformation services, including but not limited to:

• AI-Powered Workflow Automation: Design and implementation of intelligent workflows that automate repetitive business processes
• Business Process Optimization: Analysis, redesign, and streamlining of existing workflows for improved efficiency
• System Integration: Connecting disparate software systems, APIs, and databases into unified automated workflows
• Custom AI Development: Building tailored AI solutions including chatbots, virtual assistants, and intelligent document processing
• Data Processing & Analytics: Automated data pipelines, ETL processes, and business intelligence dashboards
• Consultation & Training: Strategic guidance, implementation support, and comprehensive team training
• Ongoing Support & Maintenance: 24/7 monitoring, updates, optimization, and technical support

The specific scope, deliverables, timeline, and pricing for each project will be detailed in a separate project proposal or Statement of Work (SOW), which, upon acceptance, becomes part of this agreement.

3 Client Responsibilities

To ensure successful project delivery, you as our client agree to:

• Information Provision: Provide accurate, complete, and timely information necessary for project execution, including access credentials, documentation, and business requirements
• Timely Communication: Respond to requests for information, feedback, or approval within agreed timeframes (typically 5 business days unless otherwise specified)
• Access & Authorization: Provide necessary access to systems, platforms, and personnel required for project implementation
• Rights & Permissions: Ensure you have the necessary rights, licenses, and permissions for any data, content, or third-party services provided to us
• Lawful Use: Not use our services for any illegal, unauthorized, or unethical purposes
• Credential Security: Maintain the confidentiality and security of any access credentials, API keys, or accounts we provide
• Testing & Acceptance: Participate in user acceptance testing (UAT) and provide timely feedback on deliverables
• Designated Contact: Designate a primary point of contact with decision-making authority for project-related matters

Delays caused by failure to fulfill these responsibilities may result in project timeline extensions and may incur additional costs.

4 Intellectual Property Rights

Client Deliverables: Unless otherwise agreed in writing, upon full payment of all applicable fees, ownership of all custom-developed solutions, code, configurations, and deliverables created specifically for your project will be transferred to you. This includes automation workflows, custom integrations, and client-specific documentation.

Digimetalab Property: We retain all rights to our pre-existing intellectual property, including:

• Proprietary tools, templates, libraries, and methodologies
• General knowledge, skills, and experience gained during the project
• Reusable components and frameworks developed independently
• Our brand, trademarks, and marketing materials

Third-Party Components: Some solutions may incorporate third-party software, APIs, or services governed by their own licensing terms. We will inform you of any such components and their respective licenses.

Portfolio Rights: Unless explicitly agreed otherwise, we may reference the general nature of work performed (without disclosing confidential details) in our portfolio and marketing materials.

5 Payment Terms

The following payment terms apply unless otherwise specified in your project proposal or contract:

• Project Deposits: A 50% deposit is required before work begins on project-based services
• Milestone Payments: For larger projects, payments may be structured around agreed milestones
• Final Payment: The remaining balance is due upon project completion and final delivery of all deliverables
• Retainer Services: Monthly retainer fees are billed and due at the beginning of each billing period
• Currency: All prices are quoted in Indonesian Rupiah (IDR) or US Dollars (USD) as specified in your proposal
• Payment Methods: Bank transfer (BCA, Mandiri), PayPal, or other methods as agreed
• Invoicing: Invoices are issued upon milestone completion or as per agreed schedule
• Payment Due Date: Payment is due within 14 days of invoice date unless otherwise agreed
• Late Payments: Payments overdue by more than 14 days may incur a late fee of 2% per month
• Taxes: All fees are exclusive of applicable taxes (VAT/PPN), which will be added where required by Indonesian law

We reserve the right to pause or suspend work and access to deliverables if payments are significantly overdue (more than 30 days).

6 Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and sensitive information exchanged during the course of our engagement.

Confidential Information includes:

• Business strategies, processes, and trade secrets
• Technical specifications, source code, and system architecture
• Financial information, pricing, and contract terms
• Customer data, employee information, and internal communications
• Access credentials, API keys, and security information
• Any information marked as "confidential" or that would reasonably be considered confidential

Exclusions: Information that becomes publicly available through no fault of the receiving party, was already known, or is independently developed is not subject to these confidentiality obligations.

Duration: Confidentiality obligations survive for 3 years after the termination of our engagement, or indefinitely for trade secrets and highly sensitive data as specified in individual NDAs.

7 Limitation of Liability

To the maximum extent permitted by applicable law:

• Indirect Damages: Digimetalab shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities
• Liability Cap: Our total aggregate liability for any claims arising from our services is limited to the total amount paid by you to us for the specific service giving rise to the claim, or the fees paid in the preceding 12 months, whichever is lesser
• Third-Party Services: We are not liable for any issues, failures, or damages caused by third-party services, platforms, or APIs integrated into your solution, unless directly caused by our negligence
• Data Loss: While we implement robust backup procedures, you acknowledge that maintaining independent backups of your critical data is your responsibility

These limitations apply regardless of the legal theory under which liability is sought, including contract, tort, negligence, strict liability, or any other basis.

8 Termination

Termination by Either Party:

• Either party may terminate ongoing service agreements with 30 days' written notice
• Project-based engagements may be terminated upon mutual written agreement
• Immediate termination is permitted for material breach that remains uncured for 14 days after written notice

Upon Termination:

• You agree to pay for all services rendered and expenses incurred up to the termination date
• We will deliver all completed work and deliverables up to the termination date
• Any prepaid fees for undelivered work will be refunded on a pro-rata basis
• Both parties will return or destroy any confidential information of the other party
• Access to any Digimetalab-provided tools or systems will be revoked

Survival: Provisions relating to intellectual property, confidentiality, limitation of liability, and governing law survive termination.

9 Warranties & Disclaimers

Our Warranties:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Deliverables will substantially conform to the agreed specifications for 30 days after delivery
• We have the right and authority to provide the services and grant any rights granted hereunder

Disclaimers:

• Services are provided "AS IS" beyond the express warranties stated above
• We do not guarantee specific business outcomes, ROI, or results from automation implementations
• We disclaim all implied warranties including merchantability and fitness for a particular purpose
• Third-party platforms and AI services are governed by their own terms and service levels

10 Indemnification

Client Indemnification: You agree to indemnify, defend, and hold harmless Digimetalab and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your breach of these Terms and Conditions
• Your violation of any applicable laws or regulations
• Any content, data, or materials you provide that infringe third-party rights
• Your use of the deliverables in ways not contemplated by this agreement

Digimetalab Indemnification: We agree to indemnify you against claims that our services or deliverables infringe any valid intellectual property rights of third parties, provided you notify us promptly and allow us to control the defense.

11 Governing Law & Dispute Resolution

Governing Law: These Terms and Conditions and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the Republic of Indonesia, without regard to its conflict of law principles.

Dispute Resolution: In the event of any dispute, the parties agree to first attempt resolution through good-faith negotiation. If negotiations fail within 30 days, the dispute shall be submitted to binding arbitration under the rules of the Indonesian National Arbitration Board (BANI) in Bali, Indonesia.

Language: The official language of arbitration proceedings shall be English or Indonesian, as agreed by the parties.

12 Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations due to circumstances beyond their reasonable control, including but not limited to: natural disasters, acts of God, war, terrorism, civil unrest, government actions, labor disputes, epidemics or pandemics, internet or telecommunications failures, power outages, or third-party service provider failures. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact and resume performance.

13 Amendments & Entire Agreement

Amendments: We reserve the right to modify these Terms and Conditions at any time. Material changes will be communicated via email or through our website. Continued use of our services after such modifications constitutes acceptance of the updated terms. For ongoing projects, the terms in effect at the time of contract signing apply.

Entire Agreement: These Terms and Conditions, together with any project proposals, SOWs, NDAs, and other agreements referenced herein, constitute the entire agreement between the parties. They supersede all prior negotiations, representations, or agreements relating to this subject matter. Any waiver of rights must be in writing and signed by the waiving party.

14 Contact Information

For any questions, concerns, or notices regarding these Terms and Conditions, please contact us:

• Legal Entity: PT. Digital Meta Solutions
• Location: Bali, Indonesia
• Email: legal@digimetalab.my.id
• Website: digimetalab.my.id
• WhatsApp: +62 896 6733 2777

Legal notices should be sent via email to legal@digimetalab.my.id and are deemed received upon confirmed delivery.