1. Parties and Purpose

    This Service Agreement (“Agreement”) is entered into as of the Effective Date by and between:

    GND Cyber Solutions Pte Ltd, a company incorporated under the laws of Singapore with its principal office at 1 North Bridge Rd #10-05 High Street Centre, Singapore, 179094 (“GND”), and the Customer, whose details are set out in the applicable Order Form.

    GND acts as a reseller or intermediary for cybersecurity software and services provided by third-party principals or vendors (“Vendors”). This Agreement governs the relationship between GND and the Customer in connection with the purchase, subscription, and use of those products and services (“Products”).

 

2. Definitions

    Unless otherwise defined herein, capitalised terms shall have the meanings set forth below:

• Activation Date means the date on which the Vendor activates, provisions, or otherwise makes the Product available to the Customer, as evidenced by either one of the following: Vendor’s activation record, license key issuance, tenant provisioning confirmation, or written confirmation from the Vendor.

• Affiliate GND means either or all entities — GND Cyber Solutions Pte Ltd (“GND”) or PT Garda Nawasena Daya (“PT GND”) or PT Alpha Code Technology (“ALPHA CODE”)— as identified in the Order Form.

• Applicable Laws means all laws, regulations, and guidelines in force in the Republic of Indonesia and the Republic of Singapore, including but not limited to the Personal Data Protection Act 2012 (Singapore) and Law No. 27 of 2022 on Personal Data Protection (Indonesia).

• Customer means the entity purchasing the Product for its internal business use.

• Effective Date means the Activation Date, unless a different date is expressly stated in the Order Form.

• Vendor means the third-party manufacturer or service provider of the Product.

• Product means any software, SaaS, subscription, or related service sold by GND or its Affiliate to the Customer under an Order Form.

• Vendor Agreement means the applicable terms and conditions, End-User Licence Agreement (EULA), Master Service Agreement (MSA), Terms of Use, Service Level Agreement (SLA), Data Processing Addendum (DPA), Privacy Policy, or similar document governing the use of the Product.

• Order Form means a GND document executed by Customer specifying the Product, Term, Fees, and entity involved.

• Proforma Invoice means the pro-forma billing document issued by GND or its Affiliate identifying the Product, Fees, and payment due date, issued prior to the commercial or tax invoice.

• Term means the subscription or contract period for a Product, as stated in the Order Form.

• Renewal Term means any renewed period following the initial Term.

• Confidential Information means all non-public, proprietary, or sensitive information disclosed between the Parties.

 

3. Scope and Reseller Role

  3.1 GND acts solely as reseller and billing intermediary, not as manufacturer, developer, or service provider.

  3.2 Customer’s use of each Product is governed exclusively by the applicable Vendor Agreement.

 3.3 In the event of conflict between this Agreement and a Vendor Agreement, the Vendor Agreement prevails for all matters related to the Product’s license, functionality, data handling, warranty, or SLA, while this Agreement governs the commercial relationship between GND and the Customer.

 3.4 GND may coordinate first-level communication or support but bears no responsibility for Vendor performance, uptime, or technical failures.

  3.5 Each Order Form shall clearly identify whether it is issued by GND or PT GND or ALPHA CODE.

  3.6 Contracting Entity. The contracting party for any given transaction is the Affiliate GND identified as the issuing entity in the applicable Order Form or Proposal. References to “GND” in this Agreement shall be read as references to that issuing entity in respect of that transaction. Where no issuing entity is stated, the contracting party shall be GND Cyber Solutions Pte. Ltd.

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4. Orders, Fees, and Payment

  4.1 All Orders shall be in writing through a GND or its affiliates -issued Order Form referencing the Vendor and Product.

  4.2 Customer agrees to pay all Fees in accordance with the Order Form. Default payment term: thirty (30) days from invoice date.

  4.3 All payments are non-refundable unless expressly stated.

  4.4 Taxes and Withholding:

• Indonesian Customers shall be responsible for all applicable VAT and withholding tax.

• Singapore-based Customers shall pay all GST and applicable duties.

• Cross-border payments shall be made in USD as specified.

• For avoidance of doubt, each party is responsible to bear its own taxes arising from this transaction.

  4.5 Late payment entitles GND to suspend delivery or terminate the Order after written notice.

  4.6 Independence   of  Payment  Obligation.  The  Customer’s  obligation  to  pay  GND   is   independent   of, and shall not be conditional upon, the negotiation, execution, or existence of any separate agreement required by the Customer. The absence, delay, or non-execution of any such separate agreement shall not suspend, defer, reduce, or extinguish any payment obligation that has accrued under an Order Form, Proposal, or Proforma Invoice.
  4.7 Commencement of Separate Agreement. Where a separate agreement between GND (or its Affiliate) and the Customer is required, the commencement date of such agreement shall be the Activation Date, irrespective of the date on which such agreement is signed or executed by either Party.
  4.8 Primary  Evidence  of  Financial  Obligation.  The  Activation  Date,  together  with  the  Proposal  and  the Proforma Invoice issued by GND or its Affiliate, constitutes the primary evidence of the Customer’s financial obligation to GND. No signature, stamp, or countersignature on any further document is required for such obligation to become due and payable.
4.9 Supporting Documents. Any document other than those referred to in Clause 4.8, including but not limited to purchase orders, goods receipt notes, vendor registration forms, internal approval records, service reports, or draft agreements, constitutes supporting documentation only. The Customer shall not rely on the absence, incompleteness, or non-execution of any such supporting document as a ground to withhold, delay, dispute, or set off any payment due to GND.
  4.10 Proforma Invoice. Where a commercial or tax invoice cannot yet be issued, the thirty (30) day payment term under Clause 4.2 shall run from the date of the Proforma Invoice.

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5. Term and Renewals

  5.1 The initial Term begins on the Effective Date and continues for the duration specified in the Order Form.

  5.2 Unless  otherwise  stated,  subscriptions  automatically  renew  for  successive  terms  of  equal  duration unless Customer provides written notice of non-renewal at least sixty (60) days prior to expiration.

  5.3 Renewal pricing or Vendor-imposed increases shall be communicated at least ninety (90) days prior to renewal.

 5.4 If the Customer continues using the Product beyond expiry without objection, such continuation constitutes acceptance of renewal.

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6. Termination

  6.1 Either  Party  may  terminate  this  Agreement  or  an  individual  Order  Form  for  material  breach if such breach remains uncured for sixty (60) days after written notice.

 6.2 GND may terminate immediately upon Customer’s insolvency, regulatory violation, or breach of Vendor Agreement.

  6.3 Upon termination or expiry:

• Customer shall immediately cease using the Product.

• All unpaid amounts become due and payable.

• Licences may convert into a direct Vendor-Customer relationship if permitted by the Vendor.

• Sections that naturally survive shall remain in force (Confidentiality, Liability, etc.).

  6.4 Termination does not relieve Customer from payment obligations accrued before termination.

  6.5 No Cancellation After Order. Save for termination for material breach under Clause  6.1,  once a Purchase Order has been issued or an Order Form has been accepted, the Order may not be cancelled or terminated by the Customer. Cancellation of an Order shall incur one hundred percent (100%) of the Fees. Early termination or cancellation by the Customer does not entitle the Customer to any refund, credit, or extension.

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7. Vendor Agreements and Flow-Down Obligations

  7.1 Customer acknowledges and agrees that its rights and obligations concerning the Product are governed by the Vendor Agreement.

  7.2 Notwithstanding GND’s provision to the applicable Vendor Agreement link at the time of Order (see Annex A), Customer acknowledges and agrees that by using and activating the Product, it is bound by the terms and conditions under the Vendor Agreement.

  7.3 Customer’s acceptance of this Agreement constitutes deemed acceptance of the relevant Vendor Agreement.

  7.4 If a Vendor updates its terms or SLA, such changes automatically apply to Customer’s continued use of the Product.

  7.5 Vendor is solely responsible for Product quality, uptime, data security, and warranty.

 7.6 Customer authorises GND to share relevant order or user information with the Vendor strictly for provisioning, licensing, and compliance.

  7.7. Notwithstanding that GND and its affiliates is not a signatory to any Vendor Agreement, and irrespective of whether the Customer has directly executed or separately accepted such Vendor Agreement, the Customer acknowledges and agrees that by purchasing, accessing, installing, activating, or using any Product supplied through GND, the Customer is deemed to have read, understood, and accepted the applicable Vendor Agreement (including any EULA, SLA, Privacy Policy, or DPA) as binding upon it.

      The Customer further agrees that such Vendor Agreement governs all rights, restrictions, warranties, and obligations concerning the Product and that continued use or renewal of the Product constitutes affirmative acceptance of any updates to the Vendor Agreement made by the Vendor from time to time.

 

8. Responsibilities, Indemnity, and Liability

  8.1 Unless otherwise agreed by GND and Customer, GND’s role is administrative and commercial; the Vendor is fully responsible for technical, operational, or service performance.

  8.2 GND’s  aggregate  liability  to  Customer  for  any  claim  shall  not  exceed  the  reseller  margin  actually retained by GND for the affected Product in the twelve (12) months preceding the claim.

  8.3 GND is not liable for indirect, incidental, punitive, or consequential damages, loss of data, or profit, even if advised of the possibility.

  8.4 Customer shall indemnify, defend, and hold harmless GND and its affiliates from all losses or claims arising out of (a) misuse of the Product, (b) breach of the Vendor Agreement, or (c) Customer’s violation of laws.

  8.5 The limitation of liability in each Vendor Agreement applies mutatis mutandis to GND.

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9. Privacy, Data Protection, and Data Transfer

  9.1 Each Party shall comply with Applicable Laws concerning personal data.

  9.2 Customer acknowledges  that  the  Vendor  may  act  as  data   controller  or  processor  and  process  Customer  Data per its own Privacy Policy or DPA.

  9.3 GND only processes limited data (e.g., contact, billing, licensing information) to fulfil reseller duties.

  9.4 Customer authorises cross-border transfer of necessary data between Singapore, Indonesia, and other hosting regions for licensing and support.

  9.5 Where  a  Vendor  provides  a  Data  Processing Addendum, that DPA governs the Vendor’s processing of Customer Data.

  9.6 GND  shall  not  be  liable  for  data  incidents  attributable  to  the  Vendor’s  systems  or  external hosting providers.

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10. Intellectual Property

  10.1 All intellectual property rights in Products belong to their respective Vendors.

  10.2 No ownership or licence beyond the Vendor Agreement is transferred to Customer or GND.

  10.3 Customer may not reverse engineer or modify the Product beyond the scope permitted by the Vendor Agreement.

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11. Confidentiality

  11.1 Both Parties shall protect Confidential Information and use it only for purposes of this Agreement.

  11.2 Disclosure to a Vendor is permitted solely for fulfilment of obligations.

  11.3 Confidentiality obligations survive for five (5) years post-termination.

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12. Warranties and Disclaimers

  12.1 GND warrants that it is duly authorised by the Vendor to resell the Products.

  12.2 EXCEPT  AS  STATED  ABOVE,  GND  MAKES  NO  OTHER  WARRANTIES  —  EXPRESS  OR  IMPLIED  —   I N CLUDING  MERCHANTABILITY, FITNESS FOR PURPOSE, OR NON-INFRINGEMENT.

  12.3 The Products are provided “as is” and “as available.”

  12.4 Customer’s   exclusive   remedy   for   Product   defects   lies   with   the  Vendor  under  the  a pplicable  Vendor Agreement or SLA.

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13. Compliance, Export Control, and Anti-Corruption

  Customer shall comply with all relevant export-control, anti-money-laundering, and anti-corruption laws of Singapore, and any jurisdiction where the Product is used.

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14. Limitation of Liability

  14.1 The cumulative liability of GND for all claims shall not exceed the total reseller margin received by GND for the affected Product in the 12 months prior.
  14.2 GND shall not be liable for any indirect, consequential, or punitive damages.

  14.3 The limitations herein apply to the fullest extent permitted by law.

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15. Force Majeure

   Neither Party shall be liable for delay or failure in performance (except payment) due to circumstances beyond reasonable control, including natural disasters, war, government restrictions, or network outages.

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16. Governing Law and Dispute Resolution

  16.1 This Agreement shall be governed by the laws of Singapore.

  16.2 Dispute Resolution: 

    Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference into this clause. 

  16.3 The arbitral award shall be final and binding on the Parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

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17. Notices

    All notices must be in writing and delivered by hand, courier, or confirmed email to the addresses specified in the Order Form. Email notices are deemed received upon confirmation of delivery.

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18. Amendments and Updates

  18.1 GND may update or amend this Agreement or incorporate revised Vendor terms with thirty (30) days’ written notice.

  18.2 Continued Product use after such notice constitutes acceptance.

  18.3 Customer-requested modifications must be mutually agreed in writing.

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19. Assignment

    Neither Party may assign rights or obligations without prior written consent, except GND may assign to an affiliate or successor.

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20. Non-Solicitation and Publicity

  20.1 Customer shall not, during the Term and twelve (12) months thereafter, directly solicit employment of any GND personnel involved in delivery or vendor management.

  20.2 Customer may not use GND or Vendor names, trademarks, or logos in publicity materials without prior written consent.

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21. Precedence and Entire Agreement

  21.1 In case of conflict, the following order of precedence applies:
   (i) Vendor Agreement → (ii) this Service Agreement → (iii) Order Form.
  21.2 This  Agreement  constitutes  the  entire  understanding  between  the  Parties  and  supersedes  all prior representations.

  21.3 Commercial Matters. Notwithstanding Clause 21.1, for all commercial matters, including price, quantity, Term, currency, payment terms, notice periods, cure periods, renewal periods, and the identity of the contracting entity, the Proposal and the Order Form shall prevail over this Agreement and over the Vendor Agreement. Clause 21.1 shall continue to apply to all matters concerning the Product’s licence, functionality, data handling, warranty, and service levels.

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22. Severability and Waiver

    Invalidity of any clause shall not affect the validity of the remainder. Failure to enforce any right does not constitute waiver.

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23. Survival

    Clauses relating to confidentiality, limitation of liability, privacy, dispute resolution, and governing law shall survive termination or expiry.

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24. Acceptance by Conduct

    This Agreement shall be deemed accepted and binding upon the Customer when GND delivers this Agreement or an Order Form referencing it to the Customer, and the Customer thereafter proceeds to purchase, access, activate, or use any Product provided by GND. Such actions constitute the Customer’s full and unconditional acceptance of this Agreement and the applicable Vendor Agreements, even if the Customer does not physically sign this Agreement.​​​​