Business Terms and Conditions

About Us :

Surplus (PT Ekonomi Sirkular Indonesia) provides an online marketplace to reduce food waste by allowing food business owners to list and sell food at discounted prices of a minimum of 50% and a maximum of 100%, and allows customers to buy and collect the discounted food.

Agreement:

1. About these provisions

• You must read these terms carefully. These Terms apply to the use of the services and website.
• In these terms, “Surplus”, “We” or “us” means Surplus and includes its Directors, employees and agents. “Seller”, or “You” means the person, company, Association or organization accepting these terms. Additional definitions are set out in clause 18.
• By registering with Surplus or listing goods or services on the Marketplace, you indicate your acceptance of these terms (including any associated fees). By accepting these terms, you agree that we provide you with access to the service. If you do not agree to these terms, you must immediately stop accessing the website and cease using the services.
• These conditions can be changed with the agreement of both parties where we will provide written notification to the seller at least 14 calendar days in advance.
• These Terms, as amended by us from time to time, continue to apply as long as you use the website and services in accordance with clause 8.

2. Regarding service

• Marketplace provides an easy and convenient way for Sellers to offer discounted excess food for sale, which shoppers can then purchase to reduce food waste. We do not provide or sell goods and/or services on, or through, the website. Additionally, we do not physically handle the goods and/or services displayed on the website.
• As a seller, you will have:

1. • Obligation to provide Surplus:
     Business name
     Banking details; and Contact numbers of representatives who should be available during regular business hours (Monday-Sunday), including any and all public holidays, and
   • Ability to create a business profile to be displayed on Marketplace that includes, but is  limited to:

• Profile Summary, including but not limited to business address and contract details;
• Display a minimum of 1 image and a maximum of 3 images related to the Seller’s business
• Your contact details, including contact telephone number and website URL; and
• Description of goods and/or services that the Seller can offer to users

1. • The ability to create personal promotions in relation to goods and/or services that you may offer to users,including discounts, Specials and sales. For example, Sellers can detail what food they want to sell, the associated discounts, and whether the food will be packaged with other food items or separately;
   • Opportunity to access performance data in relation to your business, as a result of using the website/app such as sales statistics, including revenue generated
   • Ability to contact Surplus support directly; and
   • Ability to contact users directly, in order to make further inquiries 4 or updatesFor the avoidance of doubt, All purchases and/or payments are made in accordance with the service utilization agreement between you and the end user without exception Surplus.

3. Using the Services

• Any information we provide to Sellers is provided in good faith, but we do not guarantee the accuracy or completeness of the information provided by us or third parties, including other users or sellers. You agree that you are responsible for making any inquiries regarding the accuracy or completeness of any information we receive from you or a third party.
• You agree that you will be responsible for any activity that occurs under your account. You must keep your account details and password secure, as you are responsible for any activity on your account (whether carried out by you or others). You agree to immediately notify us if you become aware of or suspect any breach of security or unauthorized use of your password or account.
• The Service may contain links to other websites. These links are provided for convenience only and may not be available at this time. Any hyperlink or banner advertising another website advertising a website, or an external website advertising a website, is not subject to our controls or privacy standards, policies and procedures. We will not be responsible for the content or privacy practices associated with such linked websites and we encourage you to make your own inquiries regarding the privacy and other policies of such third parties.
• You must take precautions to ensure that when accessing the service, you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. We are not responsible for any such damage to your   telecommunications or computer systems which may arise in connection with your access to the website and use of the Services.
• You acknowledge that we have no obligation to provide customer support of any kind. However, we may provide customer support   from time to time, at our sole discretion, as long as you submit your business questions.(business@.Surplus.id)
• In our absolute discretion, we may terminate, suspend, or delete your Surplus Partner account or restrict your access to the service (or any part of the service) for any reason without notice. This includes for security, technical, maintenance, legal or regulatory reasons or for breach of these terms. If we do this, you may be prevented from accessing all or part of the services, your account details or other content contained in your account. We will not be responsible if you do it.
• If  you   fail   to   comply   with   these   terms   (including   failure   to pay fees in a timely manner), we may, at our absolute discretion and without liability:

1. • We   may   immediately,   temporarily   or   permanently withdraw your right to  access and use the services and website (including deletion of your account);
   • We may temporarily or permanently remove goods and/or services listed by you for sale on the Marketplace;
   • Take other legal action against you; or
   • Refer or report any suspected fraud, abusive or illegal activity to relevant law enforcement authorities.

4. Registration

• To access the service, you must register with us by providing registration data as requested. You cannot use one email address to register for multiple accounts.
• You must be at least 18 years of age to register with us to use the services and website. By submitting registration data to us, you acknowledge that you meet these age requirements. We reserve the right to take legal action and seek compensation from the parents or guardians of any person under the age of 18 for any loss or damage we may suffer as a result of, or in connection with, any transaction entered into, or through, the website by that person.
• We reserve the right to reject your registration request if you do not pass our verification process
• You warrant that the person providing registration data to us has the relevant authority to provide such information and to enter into a contract on behalf of the Seller seeking registration with us, and that the business has the capacity to offer the items listed by the seller on the Marketplace.
• If you provide registration data to us, you represent and guarantee to us that the registration data provided is true, complete, accurate and up to date, and you endeavor to maintain the truth, completeness and accuracy of your registration data as necessary and/or as required by we.
• If you provide us with registration data, you agree to the following:

1. • You   may   receive   an   email   from   us   confirming   your registration details and any service subscriptions made through your account, providing you with the necessary information relating to your access and use of the services and service subscriptions made through your account; and
   • From time to time, we may send you emails regarding our services or third-party products and services that we believe may be of interest to you, such as products, services, features, special offers, and updated information. Emails may contain code that allows our database to track your email usage, including whether the email was opened and/or what links (if any). We may combine such information with other information we have about you and may use such information to  improve your site experience and/or provide customized email communications to you.

• You authorize us to refer to you in any publicity we engage in after we have provided you with services or, with your permission, in connection with our provision of services.
• You acknowledge that we may use your registration data and other personal information provided to us in accordance with our privacy policy.

5. How do you get paid?

• We use Xendit (OVO) checks as a payment gateway partner to process payments via the App. We  collect fees when we receive final payment from the relevant end user. As long as you have provided us with valid bank account details in your name, we will pay you all applicable sales fees in Rupiah via electronic funds transfer within H+1 for the duration (1x 24 hours) except for every transaction on Friday, Saturday and week will be transferred next Monday.
• We reserve the right to collect all applicable Sales fees and withhold payment until payment is due under clause 6. a
• If payment by the user for transactions via the application is rejected or not
• If we receive a complaint from a user about an item purchased from you:

1. • We reserve the right to retain the Sales fees applicable to such purchases and refund them to the user at our sole discretion; or
   • If applicable Sales fees have already been paid to you, we may require you to immediately refund the Sales fees as directed by us.
   • You indemnify us for any losses, liabilities or costs we incur directly or indirectly in connection with any tax laws or regulations as a result of, or in connection  with your use of the website or service application or your obligations under these terms.

​6. What are your obligations?

• You must at all times comply with your obligations under these terms and fulfill your obligations in a timely manner.
• Your obligations include, but are not limited to, the following:

1. • Profile creation and maintenance. You   are   responsible   for creating a profile that will be displayed via the website with a high resolution photo/logo, brief Profile summary and additional relevant information. Your  profile must reflect the actual goods  you offer, remain up-to-date at all times and must not be misleading or deceptive. You must ensure that the content uploaded to your profile does not violate any intellectual property rights.
   • Defamatory Content

You may not upload any content  to the website that promotes intolerance, racism, illegal behavior, or contains defamatory content. We   reserve   the   right   (but   have   no   obligation)  to   change   or   delete   any   content   uploaded to  the  website/app without the Uploader’s  consent and without notice   to the Uploader   (including   for   the   purpose   of trying to avoid uploading  content prohibited by this clause 7.b).

1. • Viruses and Hacking

You must not misuse any part of the website/app by introducing viruses, Trojans or other  material which is technologically harmful. You must not attempt to gain unauthorized access to any part of the website/app, the server on which the site/app is stored or any server, computer or database connected to the website. You may not engage in any activity that interferes with or  disrupts the service or the servers and networks that host the service and you may not attempt to circumvent, disable or interfere with security-related features of the service or any features that prevent or  restrict use or copying of content or impose limitations on the use of the website’s services or content.

1. • Interaction with Users

You shall not advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation, or mental or physical disability. Any complaints regarding abuse or offensive behavior on the part of a seller may see that Seller removed from the  website/app, which may  result in termination or suspension of their account and/or result in restricted  access to the service, at our sole discretion.

1. • Safe Preparation
     You must ensure that all goods and/or services that you Sell via the website/app are of merchantable quality, including (but not limited to) that each of the goods listed applies to the allergen information created.
   • Product Prices and Offers

You can set prices for goods and/or services that you Sell   through the website/application at your  discretion, as long as they meet the minimum Surplus discount offer notified by us through the website/application from time to time. The quantity of food provided as part of any offer  you list via your website/app must be reasonable.

1. • Deadline for uploading product photos

You agree to upload product photos a minimum of 45 minutes before your shop/restaurant closes. You are strictly prohibited from uploading product photos less than 45 minutes before your shop/restaurant closes. If you continue to upload photos under 45 minutes before the shop closes, then we will not bear any losses incurred if there is a delay/delay in processing data both in terms of uploading product photos from the Merchant application, thereby causing losses from the side of customers who have purchased it but have entered shop closing time.

1. • Willing and Able

When you register goods and/or services via the website/App, you must be willing and able to provide these goods to users. All prices listed on the Marketplace must be in Rupiah and do not include goods and services tax (VAT), unless otherwise specified. You are expected to respond to user requests within 1.5 hours when requests are made during your business hours.

• ​You acknowledge and agree that, in order for us to provide services to you without interruption, you will, at your expense, at all times;
• Cooperate with and reasonably assist us in providing services;
• Immediately provide us with complete and accurate information, data and explanations regarding disputes, complaints, problems or otherwise that may arise, when necessary; and
• Inform us about abusive or suspected abusive behavior of users or sellers on the website/app.
• You must obtain all necessary consents or authorizations from third parties that may be required from time to time in order for us to provide services to you.
• If delayed, required to take additional time or incur additional costs to provide services to you or perform any of our obligations under these terms by reason of your acts, omissions, failure to provide information (in a timely manner or at all) or your 10 instructions, You must compensate us by reimbursing us for reasonable costs and expenses incurred by us or on our behalf. In these circumstances, any delivery time  or  agreed  action specified  or implied by us regarding any of our obligations to you will be extended accordingly.
• It is your responsibility to ensure that any written communications we send to you correctly reflect your details. If any changes occur to your details, you must give us written notice of such changes so we can update your details (which changes will be made within a reasonable period).
• Each  item  listed  on,  or  through,  the  website/App is  an acknowledgment by you that you meet the specified age requirements to transact with users, accept these terms and agree that these terms are binding.

7. Termination

• In addition to our rights under clause 3, we may, at our absolute discretion, terminate these Terms, or   terminate your use of the services, if:

1. • There are things done on your part related to providing
   • False or misleading information on the website;
   • Findings by us to offend or harass other users or Sellers
   • You collect repeated reports about customers who are dissatisfied with your product
   • There have been three (3) reports of food poisoning as a result of your product offering.
   • Your business ceases operations or you sell a majority interest in your business to a new owner; or
   • You do not comply with your obligations under these terms.

• If your access to the service is terminated for any reason, we will be entitled to payment of all outstanding charges properly incurred by us up to the date of termination and any charges incurred during the applicable notice period or stated in these terms.

8. Guarantee

• From time to time, we will investigate any suspected errors or other problems regarding any of the services. You are expected to notify us within three (3) days to acknowledge any errors or problems that have occurred or have occurred while using the Surplus App and provide us with all information necessary to be able to investigate such errors or problems.Notwithstanding  the foregoing, you agree that our liability will be limited in any event to attempt re-delivery of services to you.
• You will  ensure that the information you provide to users or to us is complete and accurate and notify us (and, where relevant, the user(s)) in writing if there are any changes to the information provided.
• Except as set out in these terms, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise, in respect of the condition, quality, performance or fitness for purpose of the services provided in accordance with these terms is given by us , other than as required by law. All implied warranties are hereby excluded.
• Nothing   contained   in   these   terms   shall   exclude, limit or modify the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of liability under the consumer protection law no. 8 1999 or national legislation where doing so is unlawful.

9. Responsibility

• To the extent permitted by law, we will not be responsible for any losses or complaints from customers who feel disadvantaged by price mark-ups (price increases) or prices that are different from the original price (local price).
• To the maximum extent permitted by law, we will not be responsible for any losses, expenses, liabilities, costs or damages caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of any part of the website/app or downloading of any material or content posted on it, or on any website   linked   to it. We   recommend   that   you   always upgrade the installed anti-virus.
• You acknowledge that we provide a “Marketplace” service to connect users and Sellers to use our services. That means we are in no way involved in purchasing or payment in connection with the goods and displayed on the website/app. To the extent permitted by law, we take no responsibility or dealing with, and are not liable for, any dispute or complaint made by you or any user in connection with any goods or services sold, or via the website/app (including disputes   or complaints regarding returns funds, payments, goods or services). If you have any complaint, you can contact us at cs@surplus.id
• You agree that we will not be liable to you or any third party for any consequential and special losses, expenses or liabilities or loss of profits, loss of income, economic loss, loss of goodwill, loss, corruption or alteration of data, failure, loss of opportunity, loss of expectations or loss of production arising from, or in connection with, the provision or use of the Services, Marketplace, App/web site or these terms
• The seller acknowledges and agrees that the limitations of liability contained in this clause are fair and reasonable between both parties, namely the seller and the buyer.

10. Indemnification

• To the extent permitted by law, you agree that you release, discharge, and relinquish any and all claims that you now have that   relate to, arise out of, relate to or are incidental to the provision of the Website / Application and your use of the Services
• You indemnify us, and hold us harmless from and against any and all claims, losses, damages, taxes, liabilities and/or costs that may be incurred by us arising from, or in connection with, your use of the website/application, Services and any breach by you of these terms.
• You agree and acknowledge that we will not be responsible for any loss or damage suffered by users due to your actions, and you   will hold us harmless from and against any all claims by users in connection with any and all content created by you or actions by you.

​11. Intellectual Property

• You acknowledge that all intellectual property rights in the services, Marketplace and website/app belong to us and your use of, and access to, the Service, Marketplace and website/app does not give you any right, title or interest in or to services, Marketplaces, or websites. Except as expressly authorized either under these terms or by the   licensor, you may not reproduce, adapt, modify, display, perform or distribute the service, Marketplace or website/app or any portion of the service, Marketplace or website/app.
• You may not change or copy the layout or appearance of the service or any computer software or code contained in the service, nor may you decompile or disassemble, reverse engineer, or otherwise attempt to discover or access any source code associated with the service.
• We grant you, for the term of these terms as determined in   accordance   with   clause   1.e,   a   non-transferable,   revocable   non-exclusive   license   to   use the intellectual property rights contained in the Services to the extent necessary for you to use the services, the Marketplace and website/app for your business purposes.
• By uploading, posting, transmitting, or otherwise making available any material through the service, Marketplace, or website/app, you:

1. • Represent and warrant that you have the intellectual property rights to your own material or have the necessary permission to upload, post, transmit, via the website/application.

12. Privacy

We are committed to protecting your privacy and personal information. Further details about our practices relating to the collection, use, disclosure and retention of your personal information can be found in our privacy policy.

13. Unavoidable Events

We will not be liable to you if we are prevented, or delayed in providing services due to acts, events, omissions, or accidents beyond our control (“unavoidable events”). And if an unavoidable event occurs, we will try to restore our services as soon as possible

14. Dispute resolution

If you have a complaint about the performance of these terms or the services, you can contact us at  cs@surplus.id. Please allow us to consider your complaint for some time to determine the most appropriate solution and notify you of the solution as soon as possible

15. Linking to Website/App

• You may connect to the Surplus Web/App site, provided you do so in a manner that is fair and legal and does not damage, or take advantage of, our goodwill. You may not create links in such a way as to suggest any form of Association, approval or endorsement from which we are excluded
• You may not create a link to a website/app from a website that is not owned by you (except with permission from the website owner).
• The website may not be framed on any other website.
• We reserve the right to withdraw linking permission under this clause 16 by updating these terms on the website.

16. General

• We may assign, subcontract or transfer any or all of its rights and/or obligations under these terms. You may only assign, subcontract, or transfer any or all of your rights and/or obligations with our prior written consent, which may be refused at our sole discretion.
• If you use the service to supply goods directly to a third party, then you will:

1. • Ensure that such third parties comply with these requirements; and
   • Compensate us for any claims, losses, damages or expenses incurred by us as a result of violations of these provisions by such third parties

• Surplus and you are independent. No contractor, agency, partnership, joint venture, fiduciary, or Employment relationship is created by these provisions.
• Any  provision of these terms which is deemed void or unenforceable or severable from these provisions without affecting the  enforceability or validity of the other provisions.
• These Terms will be governed by, and interpreted in accordance with applicable laws/regulations.
• These Terms and any documents expressly included in them contain the entire agreement between us and you in relation to the subject matter of these terms and supersede any written or oral agreements, statements or Understandings between the parties. The parties confirm that they have not   relied on any representation that is not expressly incorporated into these terms.

17. Definition and Interpretation

In these provisions, the following have the following meanings, unless otherwise stated:

• “Fees” means the fees set out in clause 5, calculated at the rates set out in clause 5 or as published by us on the website/App from time to time.
• “Intellectual property rights” means all existing and future intellectual and industrial property rights of whatever nature (whether registered or not), including, but not limited to, rights in respect of all technical information, know-how, copyright, trademarks, Designs, patents, domain names, business names, logos, Images, trade secrets, the   right   to   own   confidential   information   that is   kept secret   or   other proprietary rights, or the right to registration of such rights.
• “Marketplace” means an online platform located on or through a website/App   16   through   where   certain   goods   and   services   may be negotiated, bought or sold.
• “Payment   processing   services”   means   any   service   we   provide   in   accordance   with   these   terms   which   will   be   used   to process payments in connection with subscription fees or listings on the Marketplace.
• Buyer” means any person who purchases an item listed by a Seller for sale on the Marketplace.
• “Registration data” means information provided by you to us for the purpose of registering you to access certain parts of the website/app including, but not limited to, your name, your business or trade name, business email and telephone number, business address and details contact.
• “Services”   refers   to   the   Marketplace   and   payment   processing   services and services provided by us in accordance with clause 2.
• “Terms” means these Terms of Service, as may be amended by us from time to time, at our discretion.
• “User” means any person who uses the service, whether a Seller, buyer, or person who browses, visits, or uses the website/app, Marketplace, or service.
• “Website” means the website located at surplus.id or other websites that we Nominate from time to time. The new Surplus mobile app is available on Google Play Store
• Any reference in these provisions to the singular includes the plural, to any gender that includes all genders, to any Law or Statute including any Law or Statute that supersedes, supersedes or modifies previous Laws or Statutes, for persons including all bodies and Associations (including human, corporate and unincorporated), and vice versa.

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