Terms of Service

Definitions

In these Terms of Service, the following definitions apply:

• "DBI," "we," "us," or "our" means Dewaruci Brothers International, a firm operating under the laws of the Republic of Indonesia, with principal offices in Jakarta, Indonesia
• "Client" or "you" means any individual, company, or legal entity that engages DBI's services or accesses DBI's website
• "Services" means the trade advisory, business expansion, market entry, and legal advisory coordination services provided by DBI, as further described in a separate engagement letter or service agreement
• "Engagement Letter" means the written agreement entered into between DBI and the Client setting out the specific scope, fees, and terms of a particular engagement
• "Confidential Information" has the meaning given in Section 7 of these Terms

Scope and Application

These Terms of Service govern:

• Access to and use of DBI's website and digital materials
• All advisory engagements entered into between DBI and the Client

In the event of any conflict between these Terms of Service and the terms of an Engagement Letter, the Engagement Letter shall prevail in respect of the specific engagement to which it relates.

By accessing DBI's website or engaging DBI's services, you confirm that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree, please discontinue use of this website and do not engage DBI's services.

Services

DBI provides advisory services across three practice areas:

• Practice Area I — Export-Import Trade Advisory: Supporting Indonesian businesses through regulatory compliance, trade documentation, trade finance, logistics architecture, buyer vetting, and CEPA readiness
• Practice Area II — Business Expansion and Market Entry: Advising Indonesian businesses entering European markets and international businesses entering Indonesia, including entity structuring, partner matching, and go-to-market strategy
• Practice Area III — Legal Advisory Services: Specialist advisory in maritime law, shipping regulatory compliance, vessel licensing, maritime disputes, cross-border asset recovery, and dispute resolution — coordinated with qualified licensed legal practitioners in the relevant jurisdictions

The specific scope of services applicable to each Client will be set out in the relevant Engagement Letter. DBI reserves the right to decline any engagement at its discretion.

Client Obligations

The Client agrees to:

• Provide DBI with accurate, complete, and up-to-date information and documents reasonably required for DBI to perform the Services
• Promptly notify DBI of any material change in circumstances that may affect the scope or performance of the Services
• Comply with all applicable Indonesian laws and regulations in connection with the activities for which DBI provides advisory services
• Not use DBI's advice or services to facilitate any unlawful activity, including but not limited to activities that violate customs law, anti-money laundering regulations under Undang-Undang Nomor 8 Tahun 2010 tentang Pencegahan dan Pemberantasan Tindak Pidana Pencucian Uang, or trade sanctions applicable to Indonesia

Fees and Payment

DBI's fees will be agreed in advance and set out in the applicable Engagement Letter. The following general terms apply:

• Fees are quoted in Indonesian Rupiah (IDR) or such other currency as agreed in writing between the parties
• Invoices are payable within 14 (fourteen) calendar days of issuance, unless otherwise stated in the Engagement Letter
• Late payments will accrue interest at the rate applicable under Indonesian law, including where relevant under Peraturan Bank Indonesia (Bank Indonesia Regulation) as in force at the time of the late payment
• All fees are exclusive of applicable taxes, including Value Added Tax (Pajak Pertambahan Nilai / PPN) as levied under Undang-Undang Nomor 7 Tahun 2021 tentang Harmonisasi Peraturan Perpajakan and its implementing regulations
• DBI reserves the right to suspend services where payment is overdue by more than 21 (twenty-one) calendar days

Intellectual Property

All reports, analyses, frameworks, templates, presentations, and other materials produced by DBI in the course of an engagement ("Deliverables") are the intellectual property of Dewaruci Brothers International until full payment of all fees has been received. Upon receipt of full payment, DBI grants the Client a non-exclusive, non-transferable license to use the Deliverables for the Client's own internal business purposes.

The Client may not reproduce, publish, or distribute DBI's Deliverables to third parties without prior written consent, except as strictly required for the purpose for which the Deliverables were commissioned (e.g., submission to a regulatory authority).

Confidentiality

"Confidential Information" means any information disclosed by one party to the other in connection with an engagement that is designated as confidential or that ought reasonably to be understood as confidential given its nature and the circumstances of disclosure.

Each party agrees to:

• Keep the other party's Confidential Information strictly confidential
• Use Confidential Information solely for the purposes of the relevant engagement
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to professional advisers, licensed practitioners, or regulatory bodies on a strictly need-to-know basis and subject to equivalent confidentiality obligations

These confidentiality obligations survive the termination or expiry of the engagement for a period of 3 (three) years, except where disclosure is required by applicable law or a competent court or regulatory authority.

Limitation of Liability

To the maximum extent permitted by the laws of the Republic of Indonesia:

• DBI's total aggregate liability to the Client in connection with any engagement shall not exceed the total fees paid by the Client to DBI under the relevant Engagement Letter in the 12 (twelve) months immediately preceding the event giving rise to the claim
• DBI shall not be liable for any indirect, consequential, special, or punitive losses, including lost profit, loss of business opportunity, or reputational damage, even if DBI has been advised of the possibility of such losses
• DBI is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of government, regulatory change, force majeure events, or the acts or omissions of third parties

Nothing in these Terms of Service excludes or limits liability for fraud, wilful misconduct, or any other liability that cannot be excluded under Indonesian law.

Force Majeure

DBI shall not be in breach of these Terms or any Engagement Letter, nor liable for any failure or delay in performance of its obligations, to the extent that such failure or delay arises from or is connected to circumstances beyond DBI's reasonable control (Force Majeure Events), including but not limited to: acts of God, natural disasters, pandemics or public health emergencies, acts of government or regulatory authority (including changes in Indonesian trade policy or sanctions regimes), civil unrest, or disruptions to essential infrastructure.

DBI will notify the Client promptly upon becoming aware of a Force Majeure Event affecting its ability to perform and will use reasonable efforts to resume performance as soon as practicable.

Termination

Either party may terminate an engagement by providing written notice to the other party in accordance with the notice period specified in the Engagement Letter. Where no notice period is specified, 30 (thirty) calendar days' written notice is required.

DBI may terminate an engagement immediately upon written notice if:

• The Client fails to pay any undisputed fee within 21 (twenty-one) days of its due date and does not remedy such failure within 7 (seven) days of written notice from DBI
• The Client breaches any material obligation under these Terms or the Engagement Letter and (where remediable) fails to remedy the breach within 14 (fourteen) days of written notice
• DBI becomes aware that the Client is using its services to facilitate unlawful activity

Upon termination, the Client shall pay all fees due for work performed up to the date of termination. DBI shall return or destroy the Client's Confidential Information upon request, subject to legal retention obligations.

Governing Law

These Terms of Service and any engagement entered into under them are governed by and construed in accordance with the laws of the Republic of Indonesia, including but not limited to:

• Kitab Undang-Undang Hukum Perdata (Indonesian Civil Code)
• Undang-Undang Nomor 7 Tahun 2014 tentang Perdagangan (Law No. 7 of 2014 on Trade)
• Undang-Undang Nomor 17 Tahun 2008 tentang Pelayaran (Law No. 17 of 2008 on Shipping), where applicable to maritime engagements
• Undang-Undang Nomor 11 Tahun 2008 jo. Undang-Undang Nomor 19 Tahun 2016 tentang Informasi dan Transaksi Elektronik (ITE Law), in relation to electronic communications and agreements

Dispute Resolution

The parties shall first attempt to resolve any dispute arising from or in connection with these Terms of Service or any engagement through good faith negotiation. If a dispute cannot be resolved by negotiation within 30 (thirty) calendar days of one party giving written notice of the dispute to the other, either party may refer the dispute to:

General Provisions

• Entire Agreement: These Terms of Service, together with any applicable Engagement Letter, constitute the entire agreement between the parties in respect of the subject matter and supersede all prior discussions, representations, or agreements
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect
• No Waiver: Failure by DBI to enforce any provision of these Terms shall not constitute a waiver of that provision or of DBI's right to enforce it in the future
• Amendments: DBI reserves the right to update these Terms of Service. The Client's continued engagement of DBI's services following notification of any update constitutes acceptance of the revised Terms
• Language: These Terms of Service are issued in English. In the event of any conflict between the English version and any Indonesian translation, the English version shall prevail unless otherwise required by Indonesian law

Contact

For any questions regarding these Terms of Service, please contact:

• Dewaruci Brothers International
• Jakarta, Indonesia
• Email: contact@dewarucibros.com