Jago CodeCommission a build

Terms & Conditions

The terms between you and PT Jago Code Digital for using jagocode.id and for the software we design, build and run for clients.

Last updated

These Terms & Conditions ("Terms") are an agreement between you and PT Jago Code Digital ("Jago Code", "we", "us"). They apply when you use jagocode.id and when you commission software design, development, hosting or maintenance work from us (the "Services"). By using the website or engaging us, you accept these Terms. If you accept them on behalf of an organisation, you confirm that you have authority to bind it, and "you" means that organisation.

1. Who we are

Jago Code is the trading name of PT Jago Code Digital, a company established under the laws of the Republic of Indonesia and based in Jombang, East Java, Indonesia. We build and run our own software products, and we build software for clients. You can reach us at help@jagocode.id.

2. How these Terms fit with other documents

  • Project agreements: the scope, price, timeline and deliverables of each project are set out in a written proposal, quotation, statement of work or contract that you accept (an "Agreement"). If an Agreement conflicts with these Terms, the Agreement prevails for that project.
  • Our products: each product we run, such as SendKuy, has its own terms of service and privacy policy, which govern your use of that product (for SendKuy, see sendkuy.com/syarat-dan-ketentuan). These Terms do not apply to a product except where its terms refer to them.
  • Privacy: our Privacy Policy explains how we handle personal data.

3. Using our website

You may use the website for lawful purposes only. You must not:

  • try to break, overload or gain unauthorised access to the website or the systems behind it;
  • collect content in a way that places an unreasonable load on our infrastructure (normal search engine and verification crawlers are welcome);
  • send false information, malware, or content that is unlawful or infringes someone else's rights through our forms;
  • suggest that you are affiliated with or endorsed by Jago Code when you are not.

Website content is general information. Descriptions of our products and services are not an offer; an offer is made only in an Agreement.

4. Starting a project

A project starts when you accept an Agreement and pay any deposit it requires. Estimates of time and cost are made in good faith from the information available at the time, and are not fixed unless the Agreement says so. Quotations are valid for 30 days unless they state otherwise.

5. Fees and payment

  • Fees, payment milestones and currency are set out in the Agreement. Unless it says otherwise, invoices are due within 14 days of the invoice date.
  • Fees exclude value added tax and other taxes, which are added where the law requires. If you must withhold tax from a payment, you will send us the withholding slip (bukti potong) promptly. Each party bears its own bank and transfer charges.
  • Third-party costs for your project, such as hosting, domains, licences, app store fees, paid plugins and API usage, are charged to you separately unless the Agreement includes them.
  • If an invoice is overdue, we may, after written notice, pause work and withhold the handover of deliverables, source code and credentials until it is paid. The timeline moves by the length of the pause.
  • Deposits and amounts paid for work already performed are non-refundable, except where these Terms, the Agreement or the law say otherwise.

6. Your responsibilities

  • Give us accurate information, materials, access and decisions on time. Delays on your side move the timeline and may change the price.
  • Name one contact person who can approve work on your behalf.
  • Make sure you have the rights to all content, data, trademarks and materials you give us, and that our use of them for your project is lawful.
  • Own and control the accounts your product depends on, such as domains, hosting, app store, payment gateway and third-party API accounts, in your organisation's name wherever possible.
  • Comply with the laws that apply to your product and your business, including data protection, consumer protection, electronic system operator (PSE) registration and platform policies. Unless the Agreement says otherwise, we do not give legal advice.

7. Changes and revisions

The Agreement states the revision rounds included. Work outside the agreed scope, extra revision rounds and changes to approved work are change requests. Before starting a change request, we tell you its effect on price and timeline, and we only do it after you approve it in writing (email is enough).

8. Delivery and acceptance

When we deliver a milestone or the final deliverable, you have 10 business days to test it against the Agreement and report any non-conformity in writing, with enough detail for us to reproduce it. We fix reported non-conformities and resubmit the deliverable for the same review. A deliverable is accepted when you confirm it in writing, when the review period ends without a written report, or when you use it in production, whichever happens first. Minor issues that do not prevent use are fixed under section 9 and do not delay acceptance.

9. Warranty period and support

Unless the Agreement sets a different period, for 30 days after acceptance of the final deliverable we will fix, at no extra charge, defects that make the software fail to conform to the Agreement. This does not cover problems caused by changes made by anyone other than us, third-party services or platform changes, unsupported environments, misuse, or new features. After this period, support, maintenance, hosting and updates are provided only under a separate Agreement.

10. Hosting, maintenance and platforms

If we host or maintain software for you, the Agreement sets out the service level. Without an agreed service level, we do not guarantee uninterrupted availability. Software often depends on third-party platforms, such as cloud providers, app stores, payment gateways, messaging providers and the APIs of Google, Meta, TikTok or X, which set their own rules and can change, suspend or refuse access. We will help with submissions and reviews, but we cannot guarantee that a platform approves an app, verifies an OAuth consent screen, publishes a store listing or keeps an API available. Fees remain due when such a decision is outside our control.

11. Third-party and open-source components

Deliverables may include open-source software and other third-party components. They are licensed to you under their own licences, which prevail for those components, and we give no warranty for them beyond those licences. We will not knowingly include a component whose licence would require you to publish your own source code unless you agree to it first.

12. Intellectual property

  • Your materials remain yours. You give us a licence to use them only to perform the Services.
  • Project deliverables: once you have paid in full all fees for a deliverable, we assign to you the copyright and other intellectual property rights in the code, designs and documents we created specifically for you under the Agreement.
  • Our background IP: we keep ownership of everything we owned or developed before or independently of your project, including our tools, libraries, templates, components, workflows and know-how. Where it is part of a deliverable, you receive, on full payment, a non-exclusive, perpetual, worldwide, royalty-free licence to use, modify and maintain it as part of that deliverable. You may not sell or license it on its own.
  • Before full payment, all rights stay with us, and you may use deliverables only to review them.
  • Our products, including their code, designs and brands, belong to us and are not transferred under any Agreement.
  • Portfolio: after launch, we may name you as a client and show non-confidential parts of the work in our portfolio, unless you tell us in writing that you do not want this.
  • Our brand: the Jago Code name, the JC mark and our product names are our trademarks. You may not use them without our written permission, except to refer to us accurately.

13. Confidentiality

Each party will keep confidential the other party's non-public business, technical and personal information that it receives in connection with a project, use it only for that project, and share it only with people who need it and are bound by similar duties. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, was developed independently, or must be disclosed by law or court order, in which case the other party will be told first where the law allows. These obligations continue for 3 years after the project ends, and for as long as the information remains a trade secret.

14. Personal data in client projects

When we process personal data on your behalf, you are the controller and we are your processor under Indonesia's Personal Data Protection Law (Law No. 27 of 2022). We process that data only on your documented instructions and for the project, keep it confidential and secure, help you respond to requests from data subjects, tell you without undue delay after we become aware of a breach, and delete or return it when the work ends. You are responsible for having a lawful basis for the processing and for giving your users the notices the law requires. On request, we will sign a separate data processing agreement.

15. Disclaimers

Except as expressly stated in these Terms or an Agreement, the website and Services are provided "as is" and "as available". To the extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. No software can be guaranteed free of all errors, and we do not guarantee any particular business result, such as revenue, traffic, search rankings or user growth.

16. Limitation of liability

To the extent the law allows:

  • Neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings, even if it was foreseeable.
  • We are not liable for loss of data, except where we caused it by breaching an obligation in the Agreement to back that data up, in which case our liability is limited to restoring it from the latest available backup.
  • Our total liability arising from or in connection with a project, whether in contract, tort or otherwise, is limited to the fees you paid us under the relevant Agreement in the 12 months before the event giving rise to the claim. For use of the website without an Agreement, it is limited to IDR 1,000,000.

Nothing in these Terms limits liability for fraud, wilful misconduct or gross negligence, or any other liability that cannot be limited under applicable law.

17. Indemnity

You will defend and indemnify us against third-party claims, and the related losses, fines and reasonable legal costs, arising from the materials or instructions you gave us, your use or operation of the deliverables after handover, or your breach of the law or of these Terms. We will tell you promptly about any such claim, let you control its defence, and not settle it without your consent.

18. Suspension and termination

  • Either party may terminate an Agreement by written notice if the other party materially breaches it and does not remedy the breach within 14 days after receiving written notice describing it, or if the other party becomes insolvent, enters bankruptcy or suspension of debt payment (PKPU) proceedings, or stops doing business.
  • You may end an Agreement for convenience with 14 days' written notice, unless the Agreement says otherwise.
  • We may suspend the Services or your access to the website if you use them unlawfully, put our systems or other users at risk, or fail to pay, after notice where practical.
  • When an Agreement ends for any reason, you pay for all work performed up to the end date, plus any non-cancellable third-party costs we have committed to. We hand over the deliverables and work in progress you have paid for, and each party returns or deletes the other's confidential information, except copies the law requires it to keep.
  • The parties waive Article 1266 of the Indonesian Civil Code (Kitab Undang-Undang Hukum Perdata), so that an Agreement can be terminated under this section without a court decision.

The sections on fees owed, intellectual property, confidentiality, personal data, disclaimers, limitation of liability, indemnity, and governing law survive termination.

19. Force majeure

Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, epidemics, war, riots, government action, widespread power or internet outages, or failures of major cloud or platform providers. The affected party must notify the other promptly and resume as soon as it can. If such an event lasts more than 30 days, either party may terminate the affected Agreement by written notice, and you pay for work performed up to that date. Force majeure does not excuse payment for work already done.

20. Subcontracting and assignment

We may use subcontractors and freelancers who are bound by confidentiality and intellectual property terms consistent with these Terms, and we remain responsible for their work. You may not assign or transfer an Agreement without our written consent. We may assign it to an affiliate or to a successor of our business, and we will tell you if we do.

21. Notices

We send notices to the email address you gave us in the Agreement or when you contacted us. You send notices to help@jagocode.id. A notice sent by email is treated as received on the next business day after it is sent, unless the sender receives a delivery failure message.

22. Changes to these Terms

We may update these Terms. The date at the top shows when they last changed. Changes apply from the date they are published, except that an Agreement you have already accepted continues under the version in force when you accepted it, unless both parties agree otherwise in writing.

23. Language

These Terms are written in English. If Indonesian law, including Law No. 24 of 2009 and Presidential Regulation No. 63 of 2019, requires an Indonesian-language version of these Terms or of an Agreement, we will provide one. Both versions are equally valid, and if they differ, the Indonesian version prevails to the extent the law requires.

24. Governing law and disputes

These Terms and every Agreement are governed by the laws of the Republic of Indonesia. If a dispute arises, the parties will first try to resolve it through good-faith negotiation (musyawarah) for 30 days from written notice of the dispute. If that fails, the dispute will be settled by the Jombang District Court (Pengadilan Negeri Jombang). This does not prevent either party from seeking urgent interim relief from a competent court. If you are a consumer, it also does not remove any mandatory protection you have under the consumer protection law of the place where you live.

25. General

  • Entire agreement: these Terms, together with any Agreement, are the entire agreement between us on their subject and replace earlier proposals and discussions about it.
  • Severability: if a provision is found invalid or unenforceable, the rest remains in effect, and the provision is replaced by a valid one closest to its intent.
  • No waiver: failing or delaying to enforce a right does not waive it.
  • Independent parties: we work with you as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.

26. Contact

PT Jago Code Digital, Jombang, East Java, Indonesia. Email: help@jagocode.id.