Terms & Conditions

Terms of Use
 
Welcome to the Baby Central Indonesia website. Please read these terms and conditions carefully. The following Terms of Use govern your use and access of the Platform (as defined below) and the use of the Services (as defined below). By accessing the Platform and/or using the Services, you agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, do not access and/or use this Platform or the Services.
 
Access to and use of password protected and/or secure areas of the Platform and/or use of the Services are restricted to Customers with accounts only. You may not obtain or attempt to obtain unauthorised access to such parts of this Platform and/or Services, or to any other protected information, through any means not intentionally made available by us for your specific use.
 
If you are below 18 years old: You must obtain consent from your parent(s) or legal guardian(s), their acceptance of these Terms of Use and their agreement to take responsibility for: (i) your actions; (ii) any charges associated with your use of any of the Services or purchase of Products; and (iii) your acceptance and compliance with these Terms of Use. If you do not have consent from your parent(s) or legal guardian(s), you must stop using/accessing this Platform and using the Services.

 

1.              Definitions & Interpretation

1.1           Unless otherwise defined, the definitions and provisions in respect of interpretation set out in the Schedule will apply to these Terms of Use.

2.              General use of Services and/or access of Platform

2.1           Guidelines to the use of Platform and/or Services: You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the use of the Services and/or access to the Platform, as well as any amendments to the aforementioned, issued by us, from time to time. We reserve the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.

2.2           Restricted activities: You agree and undertake NOT to:

2.2.1         impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;

2.2.2         use the Platform or Services for illegal purposes;

2.2.3         attempt to gain unauthorised access to or otherwise interfere or disrupt other computer systems or networks connected to the Platform or Services;

2.2.4         interfere with another’s utilisation and enjoyment of the Platform or Services;

2.2.5         use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Platform’s data or damage or interfere with the operation of another Customer’s computer or mobile device or the Platform or Services; and

2.2.6         use the Platform or Services other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws.

2.3           Availability of Platform and Services: We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Platform or any part of the Services.

2.4           Right, but not obligation, to monitor content: We reserve the right, but shall not be obliged to:

2.4.1         prevent or restrict access of any Customer to the Platform and/or the Services;

2.4.2         report any activity suspected to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or

2.4.3         to request any information and data from you in connection with your use of the Services and/or access of the Platform at any time and to exercise our right under this paragraph if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.

2.5           Privacy Policy: Your use of the Services and/or access to the Platform is also subject to the Privacy Policy as set out at [insert URL]. You acknowledge that you have read and agree to the Privacy Policy and consent to our collection, use and disclosure of your Personal Data for the purposes as set out in the Privacy Policy.

2.6           Terms & Conditions of Sale: Purchases of any Product are subject to the Terms & Conditions of Sale as set out at [insert URL].

2.7           Additional terms: In addition to these Terms of Use, the use of specific aspects of the Materials and Services, more comprehensive or updated versions of the Materials offered by us or our designated sub-contractors, may be subject to additional terms and conditions, which will apply in full force and effect.

3.              Use of Services

3.1           Application of this Clause: In addition to all other terms and conditions of these Terms of Use, the provisions in this Clause 3 are the additional specific terms and conditions governing your use of the Services.

3.2           Restrictions: Use of the Services is limited to authorised Customers that are of legal age and who have the legal capacity to enter into and form contracts under any applicable law. Customers who have breached or are in breach of the terms and conditions contained herein and Customers who have been permanently or temporarily suspended from use of any of the Services may not use the Services even if they satisfy the requirements of this Clause 3.2.

3.3           General terms of use: You agree:

3.3.1         to access and/or use the Services only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the Services in good faith; and

3.3.2         to ensure that any information or data you post or cause to appear on the Platform in connection with the Services is accurate and agree to take sole responsibility for such information and data.

3.4           Product description: While we endeavour to provide an accurate description of the Products, we do not warrant that such description is accurate, current or free from error.

3.5           Prices of Products: All Listing Prices are subject to taxes, unless otherwise stated. We reserve the right to amend the Listing Prices at any time without giving any reason or prior notice.

4.              Customers with accounts

4.1           Username/Password: Certain Services that may be made available on the Platform may require creation of an account with us or for you to provide Personal Data. If you request to create an account with us, a Username and Password may either be:

4.1.1         determined and issued to you by us; or

4.1.2         provided by you and accepted by us in our sole and absolute discretion in connection with the use of the Services and/or access to the relevant Platform.

We may at any time in our sole and absolute discretion, request that you update your Personal Data or forthwith invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or responsible for any Losses suffered by or caused by you or arising out of or in connection with or by reason of such request or invalidation. You hereby agree to change your Password from time to time and to keep the Username and Password confidential and shall be responsible for the security of your account and liable for any disclosure or use (whether such use is authorised or not) of the Username and/or Password. You are to notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of the Username and/or Password has been compromised or if there has been any unauthorised use of the Username and/or Password or if your Personal Data requires updating.

4.2           Purported use/access: You agree and acknowledge that any use of the Services and/or any access to the Platform and any information, data or communications referable to your Username and Password shall be deemed to be, as the case may be:

4.2.1         access to the relevant Platform and/or use of the Services by you; or

4.2.2         information, data or communications posted, transmitted and validly issued by you.

You agree to be bound by any access of the Platform and/or use of any Services (whether such access or use are authorised by you or not) and you agree that we shall be entitled (but not obliged) to act upon, rely on or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you. You further agree and acknowledge that you shall be bound by and agree to fully indemnify Company Indemnitees against any and all Losses attributable to any use of any Services and/or or access to the Platform referable to your Username and Password.

5.              Intellectual Property

5.1           Ownership: The Intellectual Property in and to the Platform and the Materials are owned, licensed to or controlled by us, our licensors or our service providers. We reserve the right to enforce its Intellectual Property to the fullest extent of the law.

5.2           Restricted use: No part or parts of the Platform, or any Materials may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant copyright owners. Subject to Clause 5.3, permission will only be granted to you to download, print or use the Materials for personal and non-commercial uses, provided that you do not modify the Materials and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the Materials.

5.3           Trademarks: The Trademarks are registered and unregistered trademarks of us or third parties. Nothing on the Platform and in these Terms of Use shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a metatag or as a “hot” link to any other website) any Trademarks displayed on the Services, without our written permission or any other applicable trademark owner.

6.              Limitation of liability

6.1           No representations or warranties: The Services, the Platform and the Materials are provided on an “as is” and “as available” basis. All data and/or information contained in the Platform, the Services or the Materials are provided for informational purposes only. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, are given in conjunction with the Platform, the Services or the Materials. Without prejudice to the generality of the foregoing, we do not warrant:

6.1.1         the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the Platform, the Services or the Materials;

6.1.2         that the Platform, the Services or that any of the Materials will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected;

6.1.3         that the Platform, the Services or the Materials are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; and

6.1.4         the security of any information transmitted by you or to you through the Platform or the Services, and you accept the risk that any information transmitted or received through the Services or the Platform may be accessed by unauthorised third parties and/or disclosed by us or our officers, employees or agents to third parties purporting to be you or purporting to act under your authority. Transmissions over the Internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet.

6.2           Exclusion of liability: Company Indemnitees shall not be liable to you for any Losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:

6.2.1         any access, use and/or inability to use the Platform or the Services;

6.2.2         reliance on any data or information made available through the Platform and/or through the Services. You should not act on such data or information without first independently verifying its contents;

6.2.3         any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and

6.2.4         any use of or access to any other website or webpage linked to the Platform, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.

6.3           At your own risk: Any risk of misunderstanding, error, damage, expense or Losses resulting from the use of the Platform is entirely at your own risk and we shall not be liable therefor.

7.              Hyperlinks

7.1           For your convenience, we may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties. Such linked websites or content are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.

8.              Termination

8.1           Termination by us: In our sole and absolute discretion, we may with immediate effect upon giving you notice, terminate your use of the Platform and/or Services and/or disable your Username and Password. We may bar access to the Platform and/or Services (or any part thereof) for any reason whatsoever, including a breach of any of these Terms of Use or where if we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable to continue providing the services relating to the Platform.

8.2           Termination by you: You may terminate these Terms of Use by giving seven days’ notice in writing to us.

9.              Notices

9.1           Notices from us: All notices or other communications given to you if:

9.1.1         communicated through any print or electronic media as we may select will be deemed to be notified to you on the date of publication or broadcast; or

9.1.2         sent by post or left at your last known address will be deemed to be received by you on the day following such posting or on the day when it was so left.

9.2           Notices from you: You may only give notice to us in writing sent to our designated address or e-mail address, and we shall be deemed to have received such notice only upon receipt. While we endeavour to respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed.

9.3           Other modes: Notwithstanding Clauses 9.1 and 9.2, we may from time to time designate other acceptable modes of giving notices (including but not limited to e-mail or other forms of electronic communication) and the time or event by which such notice shall be deemed given.

10.           General

10.1        Cumulative rights and remedies: Unless otherwise provided under these Terms of Use, the provisions of these Terms of Use and our rights and remedies under these Terms of Use are cumulative and are without prejudice and in addition to any rights or remedies we may have in law or in equity, and no exercise by us of any one right or remedy under these Terms of Use, or at law or in equity, shall (save to the extent, if any, provided expressly in these Terms of Use or at law or in equity) operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity. 

10.2        No waiver: Our failure to enforce these Terms of Use shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms of Use. We would still be entitled to use our rights and remedies in any other situation where you breach these Terms of Use.

10.3        Severability: If at any time any provision of these Terms of Use shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Terms of Use shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms of Use.

10.4        Rights of third parties: A person or entity who is not a party to these Terms of Use shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or any similar legislation in any jurisdiction to enforce any term of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms of Use.

10.5        Governing law: Use of the Platform and/or the Services and these Terms of Use shall be governed by and construed in accordance with Indonesian law and you hereby submit to the exclusive jurisdiction of the Indonesian courts. 

10.6        Injunctive relief: We may seek immediate injunctive relief if we make a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.

10.7        Amendments: We may by notice through the Platform or by such other method of notification as we may designate (which may include notification by way of e-mail), vary the terms and conditions of these Terms of Use, such variation to take effect on the date we specify through the above means. If you use the Platform or the Services after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop access or using the Platform and the Services and terminate these Terms of Use. Our right to vary these Terms of Use in the manner aforesaid will be exercised with may be exercised without the consent of any person or entity who is not a party to these Terms of Use.

10.8        Currency: Money references under these Terms of Use shall be in Indonesian Rupiah.

10.9        Language: In the event that these Terms of Use is executed or translated in any language other than English (“Foreign Language Version”), the English language version of these Terms of Use shall govern and shall take precedence over the Foreign Language Version.

10.10     Entire agreement: These Terms of Use shall constitute the entire agreement between you and us relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.

10.11     Sub-contracting and delegation: We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Platform and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.

10.12     Assignment: You may not assign your rights under these Terms of Use without our prior written consent. We may assign our rights under these Terms of Use to any third party.

10.13     Force Majeure: We shall not be liable for non-performance, error, interruption or delay in the performance of its obligations under these Terms of Use (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform's and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control.

Schedule
Definitions and Interpretation for the Terms of Use

1. Definitions

   • Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms of Use:

     • “Company”, “we”, “our” and “us” refer to PT Bloom & Grow Indonesia, a company incorporated in Indonesia and having its registered office at Soho Capital 32 Floor 02 Unit,  Jl. Letjen S. Parman No. Kav 28  ,  RT 003/005 South Tanjung Duren,  Grogol Petamburan, Jakarta Barat.

     • “Customer” means an authorised user of the Platform and/or the Services.

     • “Intellectual Property” means all copyright, patents, utility innovations, trade marks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

     • “Listing Price” means the price of Products listed for sale to Customers, as stated on the Platform.

     • “Losses” means all penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not.

     • “Materials” means, collectively, all web pages on the Platform, including the information, images, links, sounds, graphics, video, software, applications and other materials displayed or made available on the Platform and the functionalities or services provided on the Platform.

     • “Order” means your order for Products sent through the Platform in accordance with the Terms & Conditions of Sale.

     • “Password” refers to the valid password that a Customer who has an account with Company may use in conjunction with the Username to access the relevant Platform and/or Services.

     • “Personal Data” means data, whether true or not, that can be used to identify, contact or locate you. Personal Data can include your name, e-mail address, billing address, shipping address, phone number and credit card information. “Personal Data” shall be deemed to include any data that you have provided to us when placing an Order, regardless of whether you have an account with us.

     • “Platform” means both the web and mobile versions of the website operated and/or owned by Company which is presently located at the following URL: www.babycentral.co.id

     • “Product” means a product (including any installment of the product or any parts thereof) available for sale to Customers on the Platform.

     • “Services” means services, information and functions made available by us at the Platform.

     • “Terms & Conditions of Sale” means the terms and conditions governing a Customer’s purchase of the Products and are set out at [insert URL/hyperlink].

     • “Terms of Use” means the recitals, Clauses 1 to 10 and this Schedule to these terms and conditions.

     • “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the Platform.

     • “Username” refers to the unique login identification name or code which identifies a Customer who has an account with Company.

     • “you” and “your” refer to the individuals over the age of 18 or otherwise under the supervision of a parent or legal guardian.

   • Interpretation: Any reference in these Terms of Use to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. In these Terms of Use, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms of Use. In the event of a conflict or inconsistency between any two or more provisions under these Terms of Use, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favour of Company and the provision which is more favourable to Company shall prevail.

 

 

 

Terms & Conditions of Sale

1.              Definitions & Interpretation

1.1           Unless otherwise defined, the definitions and provisions in respect of interpretation set out in the Annex will apply to these Terms & Conditions of Sale. 

2.              Purchase of Products

2.1           Your compliance: You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the purchase of Products through the Platform, as well as any amendments to the aforementioned, issued by Company (whether as part of use of the Platform or in relation to the purchase of Products, on behalf of Seller), from time to time. Company reserves the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.

2.2           Products description: While Seller endeavours to provide an accurate description of the Products, neither Company nor Seller warrants that such description is accurate, current or free from error. In the event that the Product you receive is of a fundamentally different nature from the Product as described on the Platform and which you have ordered, Clause 6 of these Terms & Conditions of Sale shall apply.

2.3           Sellers: Products sold to you will be governed by individual Customer Contracts which:

2.3.1         for Products sold by a party other than the Company (“Third Party Vendor”), shall be agreements entered into directly and only between the Third Party Vendor and you; and

2.3.2         for Products sold by Company, shall be agreements entered into directly and only between Company and you.

2.4           Placing your Order: You may place an Order by completing the Order form on the Platform and clicking on the “Place my Order” button. Seller will not accept Orders placed in any other manner. You shall be responsible for ensuring the accuracy of the Order.

2.5           Orders are irrevocable and unconditional: All Orders will be deemed to be irrevocable and unconditional upon transmission through the Platform and Seller shall be entitled (but not obliged) to process such Order(s) without your further consent and without any further reference or notice to you. Nevertheless, in certain circumstances as stated in Clause 8, you may request to cancel or amend the Order which Seller will endeavour to give effect to on a commercially reasonable effort basis. However, notwithstanding the foregoing, Seller is not obliged to give effect to any request to cancel or amend any Order.

2.6           Seller’s reservation of rights in respect of Orders: All Orders shall be subject to Seller’s acceptance in its sole discretion and each Order accepted by Seller (such accepted Order to be referred to as a “Customer Contract”) shall constitute a separate contract. You acknowledge that unless you receive a notice from Seller accepting your Order, Seller shall not be party to any legally binding agreements or promises made between Seller and you for the sale or other dealings with the Product(s) and accordingly Seller shall not be liable for any Losses which may be incurred as a result. For the avoidance of doubt, Seller reserves the right to decline to process or accept any Order received from or through the Platform in its absolute discretion.   

2.7           Termination by Seller in the event of pricing error: Seller reserves the right to terminate the Customer Contract, in the event that a Product has been mispriced on the Platform, in which event Seller shall notify you of such cancellation in writing. Seller shall have such right to terminate such Customer Contract whether or not Products have been dispatched or are in transit and whether payment has been charged to you. 

2.8           Products Warranty: The warranties with respect to a Product (“Product Warranty”) sold under a Customer Contract shall be as stated by Seller via the Platform, under the “Product description” section for the relevant Product, and shall be limited by the terms and conditions therein. The warranties and conditions, remedies for breach of warranty or condition, or other terms stated in the Product Warranty are, unless expressly prohibited by applicable mandatory law, in lieu of all other terms, warranties and conditions, whether expressed or implied, statutory or otherwise. Except as expressly provided in such Product Warranty, Seller excludes (unless expressly prohibited by applicable mandatory law) all other express or implied terms, warranties or conditions with respect to the Products supplied.

2.9           Customer’s acknowledgement: You acknowledge and warrant that you have not relied on any term, condition, warranty, undertaking, inducement or representation made by or on behalf of Seller which has not been stated expressly in a Customer Contract or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material produced by Seller. You also acknowledge and agree that the exclusion of warranties, exclusion of liability and exclusion of remedies in these Terms of Use and Customer Contracts allocate risks between the parties and permit Seller to provide the Products at lower fees or prices than Seller otherwise could and you agree that such exclusions on liability are reasonable.   

2.10        No representations or warranties: Without prejudice to the generality of the foregoing Clause 2.9:

2.10.1      no condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Products supplied or that they will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to Seller; and

2.10.2      Seller binds itself only to deliver Products in accordance with the general description under which they were sold, whether or not any special or particular description shall have been given or shall be implied by law. Any such special or particular description shall be taken only as the expression of Seller’s opinion in that behalf. Seller does not give any warranty as to the quality, state, condition or fitness of the Products.

3.              Delivery of Products

3.1           Address: Delivery of the Products shall be made to the address you specify in your Order either by Seller or the Carrier.

3.2           Delivery & packing charges: Delivery and packing charges shall be as set out in the Order.

3.3           Tracking: You may track the status of the delivery through the tracking code sent to you via email from us on behalf of the Carrier.

3.4           Delivery timeframe: You acknowledge that delivery of the Products is subject to availability of the Products. Seller will make every reasonable effort to deliver the Product to you within the delivery timeframe stated on the relevant page on which the Product is listed, but you acknowledge that while stock information on the Platform is updated regularly, it is possible that in some instances a Product may become unavailable between updates. All delivery timeframes given are estimates only and delays can occur. If the delivery of your Product is delayed Seller will inform you accordingly via e-mail and your Product will be dispatched as soon as it becomes available to Seller. The time for delivery shall not be of the essence, and Seller (nor any of its agents) shall not be liable for any delay in delivery howsoever caused.  

3.5           Deemed receipt: In the event you do not receive the Product by the projected delivery date and provided that you inform us within [insert time period] of such projected delivery date, we will try, to the best of our ability, to locate and deliver the Product. If we do not hear from you within [insert time period] from such projected delivery date, you shall be deemed to have received the Product. 

3.6           Customer’s failure to take delivery: If the Customer fails to take delivery of the Products (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of our fault) then without prejudice to any other right or remedy available to us, we may (but shall not be obliged) to terminate the Customer Contract.

3.7           Our responsibility is only to deliver to the address specified in the Order.

4.              Customs & Tax

4.1           Import fees is levied based on the laws of the country into which the Products are being shipped and may vary based on shipping method.

4.2           The Listing Price is exclusive of all import fees payable for items in the Order, all of which shall be borne by you.

4.3           Taxes: All Products are subject to applicable taxes.

5.              Payment

5.1           General: You may pay for the Product using any of the payment methods prescribed by us from time to time. When you place an Order, actual payment will be only charged upon our acceptance of your Order and formation of a Customer Contract. All payments shall be made to us.

5.2           Additional terms: The payment methods may be subject to additional terms as prescribed by us from time to time.

5.3           Payment methods: You agree that you are subject to the applicable user agreement of your payment method. You may not claim against us or any of our agents, for any failure, disruption or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.  

5.4           Invoicing: We may invoice you upon the due date of any payment under a Customer Contract.

5.5           Bank charges: You agree to pay any additional bank charges arising from payments made to us. Such additional bank charges are imposed by the relevant bank you use and are not imposed by us. Should you have any queries about such additional bank charges, you agree to raise such queries with the relevant bank.

5.6           Failure to pay: If the Customer fails to make any payment pursuant to the terms and conditions of the payment method elected or payment is cancelled for any reason whatsoever, then without prejudice to any other right or remedy available to us, we shall be entitled to cancel the Customer Contract or suspend delivery of the Products until payment is made in full.

5.7           Refund of Payment

5.7.1         All refunds shall be made via the original payment mechanism and to the person who made the original payment where refunds will be made via bank transfer into the individual’s bank account provided that complete and accurate bank account details are provided to us.

5.7.2         We offer no guarantee of any nature for the timeliness of the refunds reaching your account. The processing of payment may take time and it is subject to the respective banks and/or payment provider internal processing timeline.

5.7.3         All costs associated with the refund process imposed by the processing bank and/or payment provider shall be borne by us.

5.7.4         All refunds are conditional upon our acceptance of a valid return of the Product.

5.7.5         We reserve the right to modify the mechanism of processing refunds at any time without notice.

6.              Returns

6.1           Return Policy: All returns must be done in accordance with the instructions set out in the Return Policy at our Return Policy as set out at [insert URL]. We are not obliged to agree to any return unless all such instructions are followed to our satisfaction. Should we agree to the return, we will deliver the replacement Product to your specified address.  

6.2           Permitted returns: Subject to Clause 6.1, you may return a Product only in the following circumstances:

6.2.1         within 14 days from the date of receipt of the Product where:

(i)              the Product is faulty;

(ii)             the Product is damaged; or

(iii)            the incorrect item was delivered to you; and

6.2.2         within 7 days from the date of receipt of the Product, where none of the circumstances described in Clause 6.2.1 are true and you elect to return the Product.

7.              Questions and complaints

7.1           If you have any questions or complaints, please contact us at [insert email address].

8.              Termination

8.1           Cancellation by you: You may cancel the Customer Contract before we dispatch the Products under such Customer Contract by written notice to us at [insert email address]. If the Products have already been dispatched, you may not cancel the Customer Contract but may only return the Products in accordance with Clause 6. 

8.2           Cancellation by Seller: Without prejudice to any other right of termination elsewhere in these Terms & Conditions of Sale, we may stop any Products in transit, suspend further deliveries to the Customer and/or terminate the Customer Contract with immediate effect by written notice to the Customer on or at any time after the occurrence of any of the following events:

8.2.1         the Products under the Customer Contract being unavailable for any reason; or

8.2.2         the Customer being in breach of an obligation under the Customer Contract.

9.              Risk and property of the Products

9.1           Risk of damage to or loss of the Products shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of the Products, the time when Seller has tendered delivery of the Products.

9.2           Notwithstanding delivery and the passing of risk in the Products or any other provision of these Terms & Conditions of Sale the property in the Products shall not pass to the Customer until Seller has cleared funds payment in full of the price of the Products and all other goods agreed to be sold by Seller to the Customer for which payment is then due.

9.3           Until such time as the property in the Products passes to the Customer, the Customer shall hold the Products as Seller’s fiduciary agent and bailee and shall keep the Products separate from those of the Customer.

9.4           The Customer agrees with Seller that the Customer shall immediately notify Seller of any matter from time to time affecting Seller’s title to the Products and the Customer shall provide Seller with any information relating to the Products as Seller may require from time to time.  

9.5           Until such time as the property in the Products passes to the Customer (and provided the Products are still in existence and have not been resold) Seller shall be entitled at any time to demand the Customer to deliver up the Products to Seller and in the event of non-compliance Seller reserves its right to take legal action against the Customer for the delivery up the Products and also reserves its right to seek damages and all other costs including but not limited to legal fees against the Customer.

9.6           The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of Seller but if the Customer does so all moneys owing by the Customer to Seller shall (without prejudice to any other right or remedy of Seller) forthwith become due and payable.

9.7           If the provisions in this Clause 9 are not effective according to the law of the country in which the Products are located, the legal concept closest in nature to retention of title in that country shall be deemed to apply mutatis mutandis to give effect to the underlying intent expressed in this condition, and the Customer shall take all steps necessary to give effect to the same.  

9.8           The Customer shall indemnify Seller Indemnitees against all loss damages costs expenses and legal fees incurred by the Customer in connection with the assertion and enforcement of Seller's rights under this condition.   

10.           LIMITATION OF LIABILITY

10.1        SOLE REMEDIES OF CUSTOMER: THE REMEDIES SET OUT IN CLAUSE 6 ARE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR NON-CONFORMITY OF OR DEFECTS IN THE PRODUCTS.

10.2        MAXIMUM LIABILITY: NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS & CONDITIONS OF SALE, SELLER’S MAXIMUM CUMULATIVE LIABILITY TO YOU OR TO ANY OTHER PARTY FOR ALL LOSSES UNDER, ARISING OUT OF OR RELATING TO THE SALE OF PRODUCTS UNDER EACH CUSTOMER CONTRACT, WILL NOT EXCEED THE SUMS THAT YOU HAVE PAID TO SELLER UNDER SUCH CUSTOMER CONTRACT.

10.3        EXCLUSION OF LIABLITY: THE SELLER INDEMNITEES SHALL NOT BE LIABLE TO YOU FOR ANY LOSSES WHATSOEVER OR HOWEVER CAUSED (REGARDLESS OF THE FORM OF ACTION) ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH:

10.3.1      AMOUNTS DUE FROM OTHER USERS OF THE PLATFORM IN CONNECTION WITH THE PURCHASE OF ANY PRODUCT;

10.3.2      THE SALE OF THE PRODUCTS TO YOU, OR ITS USE OR RESALE BY YOU; AND

10.3.3      ANY DEFECT ARISING FROM FAIR WEAR AND TEAR, WILFUL DAMAGE, MISUSE, NEGLIGENCE, ACCIDENT, ABNORMAL STORAGE AND/OR WORKING CONDITIONS, ALTERATION OR MODITICATION OF THE PRODUCTS OR FAILURE TO COMPLY WITH OUR INSTRUCTIONS ON THE USE OF PRODUCTS (WHETHER ORAL OR WRITTEN).

11.           General

11.1        Cumulative rights and remedies: Unless otherwise provided under these Terms & Conditions of Sale, the provisions of these Terms & Conditions of Sale and our rights and remedies under these Terms & Conditions of Sale are cumulative and are without prejudice and in addition to any rights or remedies we may have in law or in equity, and no exercise by us of any one right or remedy under these Terms & Conditions of Sale, or at law or in equity, shall (save to the extent, if any, provided expressly in these Terms & Conditions of Sale or at law or in equity) operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity.   

11.2        No waiver: Our failure to enforce these Terms & Conditions of Sale shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms & Conditions of Sale. We would still be entitled to use our rights and remedies in any other situation where you breach these Terms & Conditions of Sale.

11.3        Severability: If at any time any provision of these Terms & Conditions of Sale shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Terms & Conditions of Sale shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms & Conditions of Sale.

11.4        Rights of third parties: A person or entity who is not a party to these Terms & Conditions of Sale shall have no right under the relevant legislation in any jurisdiction to enforce any term of these Terms & Conditions of Sale, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms & Conditions of Sale.

11.5        Governing law: Use of the Platform and/or the Services and these Terms & Conditions of Sale shall be governed by and construed in accordance with Indonesian law and you hereby submit to the exclusive jurisdiction of the Indonesian courts. 

11.6        Injunctive relief: We may seek immediate injunctive relief if we make a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.

11.7        Amendments: We may by notice through the Platform or by such other method of notification as we may designate (which may include notification by way of e-mail), vary the terms and conditions of these Terms & Conditions of Sale, such variation to take effect on the date we specify through the above means. If you use the Platform or the Services after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop access or using the Platform and the Services and terminate these Terms & Conditions of Sale. Our right to vary these Terms & Conditions of Sale in the manner aforesaid will be exercised with may be exercised without the consent of any person or entity who is not a party to these Terms of Use.

11.8        Currency: Money references under these Terms & Conditions of Sale shall be in Indonesian Rupiah.

11.9        Language: In the event that these Terms of Use is executed or translated in any language other than English (“Foreign Language Version”), the English language version of these Terms & Conditions of Sale shall govern and shall take precedence over the Foreign Language Version.

11.10     Entire agreement: These Terms & Conditions of Sale shall constitute the entire agreement between you and us relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.

11.11     Sub-contracting and delegation: We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Platform and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.

11.12     Assignment: You may not assign your rights under these Terms & Conditions of Sale without our prior written consent. We may assign our rights under these Terms & Conditions of Sale to any third party.

11.13     Force Majeure: We shall not be liable for non-performance, error, interruption or delay in the performance of its obligations under these Terms & Conditions of Sale (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform's and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control.

Annex
Definitions and Interpretation for the Terms & Conditions of Sale

1. Definitions
   • Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms of Use:
     • “Carrier” means the carrier, transportation provider or transport agent appointed who is responsible to collect the Product(s) from the place of business of Seller, or any other location designated by Seller and provides the transportation service to the Customer.
     • “Company” refers to PT Bloom & Grow Indonesia, a company incorporated in Indonesia and having its registered office at Soho Capital 32 Floor 02 Unit,  Jl. Letjen S. Parman No. Kav 28  ,  RT 003/005 South Tanjung Duren,  Grogol Petamburan, Jakarta Barat.
     • “Customer” means an authorised user of the Platform and/or the Services.
     • “Customer Contract” shall be as defined in Clause6.
     • “Import Fees” is defined in Clause 1.
     • “Listing Price” means the price of Products listed for sale to Customers, as stated on the Platform.
     • “Losses” means all losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not.
     • “Order” means your order for Products sent through the Platform in accordance with the Terms & Conditions of Sale.
     • “Platform” means both the web and mobile versions of the website operated and/or owned by Company which is presently located at the following URL: babycentral.co.id.
     • “Product” means a product (including any installment of the product or any parts thereof) available for sale to Customers on the Platform.
     • “Product Warranty” means a product (including any installment of the product or any parts thereof) available for sale to Customers on the Platform.
     • “Return Policy” means the return policy set out at on the website.
     • “Seller”, “we”, “our” or “us” means the person or entity selling the relevant Product on the Platform. Company may be a “Seller” for selected Products.
     • “Seller Indemnities” means Seller and all of its respective officers, employees, directors, agents, contractors and assigns.
     • “Services” means services, information and functions made available by us at the Platform.
     • “Terms & Conditions of Sale” means Clauses 1 to 11 and this Annex to these terms and conditions.
     • “Terms of Use” means the terms and conditions governing the Customer’s use of the Platform and/or Services and are set out on this Site. 
     • “Username” refers to the unique login identification name or code which identifies a Customer who has an account with Company.
     • “you” and “your” refer to the individuals over the age of 18 or otherwise under the supervision of a parent or legal guardian.