Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) form a binding agreement between you (“you” or “Client”) and PT Surya Inovasi Prioritas (“SURIOTA”, “we”, “us”, or “our”). By accessing our website, purchasing our products, or using our services, you agree to be bound by these Terms together with our Privacy Policy. If you do not agree, you may not use the services.

2. Definitions

• Services — engineering, integration, consultation, and SaaS offerings provided by SURIOTA, including the SURGE platform.
• Products — hardware manufactured or distributed by SURIOTA (SRT-MGATE-1210, ISO-M485, THM-30MD, PM1611-WD, RS-485 SPD, Wastewater Logger, and successors).
• Engagement — a project, support contract, or subscription agreed in writing (Statement of Work, Purchase Order, or service plan).
• Deliverables — documents, designs, code, configurations, reports, or installed equipment produced under an Engagement.
• Confidential Information — any non-public information disclosed by either party that should reasonably be understood to be confidential.

3. Services Description

SURIOTA provides Industrial IoT system integration, automation, water-treatment instrumentation, renewable-energy services, electrical engineering, and the SURGE Software-as-a-Service platform for energy mapping, vessel tracking, and water analytics. Specific scope, deliverables, timelines, and acceptance criteria are defined in the applicable Statement of Work or service plan.

SURIOTA may modify, suspend, or discontinue any portion of the Services with reasonable notice, except where prohibited by contract.

4. Accounts & Registration

Some Services require account registration. You agree to: (a) provide accurate, current information; (b) maintain the security of your credentials; (c) promptly notify us of unauthorised access; and (d) accept responsibility for all activities under your account. SURIOTA may suspend accounts for security or compliance reasons.

5. Acceptable Use

You agree not to:

• Reverse-engineer, decompile, or disassemble our software except as permitted by law.
• Use the Services to violate any law or regulation, including export controls.
• Upload malware, conduct security testing without prior written consent, or otherwise interfere with the integrity of our systems.
• Resell, sublicense, or commercially exploit the Services without our written agreement.
• Misrepresent SURIOTA, its personnel, or our deliverables.

6. Intellectual Property

6.1 SURIOTA IP

All firmware, software, designs, schematics, documentation, trademarks, and know-how created or owned by SURIOTA — including the SURGE platform and all Products — remain the exclusive property of SURIOTA. We grant you a non-exclusive, non-transferable licence to use the Products and Services solely for their intended business purpose.

6.2 Client Materials

You retain ownership of materials you provide to us. You grant SURIOTA a licence to use such materials as necessary to perform the Services.

6.3 Deliverables

Unless otherwise stated in the Engagement, custom Deliverables are licensed (not sold) to you upon full payment. SURIOTA retains rights to reusable components, frameworks, and tooling.

7. Fees & Payment

• Pricing — as quoted in writing. Quotes are valid for 30 days unless extended.
• Currency — Indonesian Rupiah (IDR) unless otherwise stated.
• Taxes — VAT (PPN), withholding tax (PPh), and other applicable taxes are added to invoiced amounts unless quoted as tax-inclusive.
• Payment terms — standard Net 14 days from invoice; project deposits or milestone payments may apply.
• Late payment — we may suspend services and charge interest at 1.5% per month on overdue balances, to the extent permitted by law.
• Disputes — invoice disputes must be raised in writing within 7 business days of receipt.

8. Confidentiality

Each party will protect the other’s Confidential Information with the same degree of care it uses to protect its own (no less than reasonable care), use it solely to perform the Engagement, and not disclose it to third parties without consent, except as required by law. Confidentiality obligations survive termination for five (5) years.

9. Warranties & Disclaimers

9.1 SURIOTA Warranties

We warrant that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Hardware Products carry the manufacturer-specified warranty period as printed on the datasheet (typically 12–24 months from delivery).

9.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SURIOTA DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF SAAS SERVICES.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SURIOTA’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO SURIOTA UNDER THE APPLICABLE ENGAGEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL SURIOTA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR USE — EVEN IF ADVISED OF THE POSSIBILITY.

11. Indemnification

You agree to defend, indemnify, and hold harmless SURIOTA, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your misuse of the Services or Products; (c) your violation of any law or third-party right; or (d) materials you provided to us.

12. Term & Termination

These Terms remain in effect while you use the Services. Either party may terminate an Engagement with thirty (30) days’ written notice, or immediately for material breach not cured within fifteen (15) days of written notice. Sections 6, 8, 9.2, 10, 11, 13, and 14 survive termination. Upon termination, you remain responsible for fees accrued before termination.

13. Governing Law & Jurisdiction

These Terms are governed by the laws of the Republic of Indonesia, without regard to its conflict-of-laws principles. Subject to Section 14 below, any legal proceeding shall be brought exclusively in the competent courts of Batam, Kepulauan Riau, Indonesia.

14. Dispute Resolution

The parties will first attempt to resolve any dispute through good-faith negotiation between authorised representatives. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration administered by the Indonesian National Arbitration Board (BANI) in Jakarta, in the English language. The arbitral award shall be final and binding. Nothing in this section prevents either party from seeking injunctive relief in court for IP or confidentiality breaches.

15. General Provisions

• Entire Agreement — these Terms (together with any Engagement and our Privacy Policy) constitute the entire agreement.
• Amendments — SURIOTA may update these Terms; material changes will be notified at least 14 days in advance.
• Severability — if any provision is held unenforceable, the remainder remains in effect.
• No Waiver — failure to enforce a right does not waive it.
• Assignment — you may not assign these Terms without our written consent; SURIOTA may assign to an affiliate or successor.
• Force Majeure — neither party is liable for delays caused by events beyond reasonable control (natural disasters, war, pandemic, government action).
• Notices — written notices to admin@suriota.com for SURIOTA, or to the address you provided.

16. Contact

Questions about these Terms? We are happy to clarify before you commit.

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