Terms of service — Kontrakly

Effective date: 22 October 2026 · Version 1.0

In short. These Terms govern your organisation's use of Kontrakly. Your organisation owns its content; we process it only to provide the Service and never use it to train AI models. The AI Assistant produces drafts and answers with citations, but it is not legal advice: every output must be reviewed by a qualified lawyer, and Kontrakly never approves, sends or signs a document. Fees are set in the Order Form and exclude VAT (PPN). At the end of the subscription you have 30 days to export your data, after which we delete it. These Terms are governed by Indonesian law, disputes go to BANI arbitration in Jakarta, and the Indonesian version prevails.

1. Agreement and acceptance

1.1 These Terms of Service ("Terms") form an agreement between [Registered legal entity name, e.g. PT ...] ("Kontrakly", "we", "us" or "our"), a company established under the laws of the Republic of Indonesia with its registered address at [Registered address] and business identification number (NIB) [NIB number], and the organisation identified in the Order Form or that registers for the Service ("Customer" or "you").

1.2 The agreement between Kontrakly and the Customer consists of these Terms, each Order Form, the Privacy Policy, the data processing agreement and the Service Level Agreement (together, the "Agreement"). If there is a conflict, the following order of precedence applies: (a) the Order Form, (b) the data processing agreement, regarding Personal Data, (c) these Terms, (d) the Service Level Agreement, and (e) the Privacy Policy.

1.3 By signing an Order Form, by clicking to accept these Terms, or by using the Service, the Customer agrees to the Agreement, which is concluded in accordance with Articles 1320 and 1338 of the Indonesian Civil Code (Kitab Undang-Undang Hukum Perdata, "KUHPerdata"). The individual who accepts on the Customer's behalf represents that they are authorised to bind the Customer. Acceptance by electronic means, including electronic signature, is valid and binding under the UU ITE.

2. Definitions

AI Assistant: the feature of the Service that answers questions about, summarises and drafts documents based on the Customer Content that the requesting User is permitted to open.
AI Output: any answer, summary, draft, suggestion or other content generated by the AI Assistant.
Customer Content: all documents, templates, clauses, comments, metadata, workflow records and other data that the Customer or its Users upload to, create in or store in the Service, including AI Output stored in the Workspace.
Documentation: the user guides and help materials for the Service that we make available.
Fees: the subscription and other fees stated in the Order Form.
Order Form: an order document, online checkout or quotation accepted by both parties that specifies the subscription plan, number of Users, Fees and Subscription Term.
Personal Data: has the meaning given in Law No. 27 of 2022 on Personal Data Protection ("UU PDP").
PSrE: an electronic certification provider (Penyelenggara Sertifikasi Elektronik) recognised under Law No. 11 of 2008 on Electronic Information and Transactions as last amended by Law No. 1 of 2024 ("UU ITE") and Government Regulation No. 71 of 2019 ("PP 71/2019").
Service: the Kontrakly web application, mobile application, APIs, AI Assistant and related support services provided under the Agreement.
Service Level Agreement or "SLA": the availability and support commitments for the Service set out in [SLA document or Order Form reference].
Subprocessor: a third party engaged by Kontrakly to process Personal Data on its behalf.
Subscription Term: the period stated in the Order Form, including any renewals.
User: an individual authorised by the Customer to access its Workspace, including its members and external counsel it invites.
Workspace: the logically separated environment in the Service that belongs to the Customer.

3. The Service

3.1 During the Subscription Term, we grant the Customer a non-exclusive, non-transferable right, without the right to sublicense, for its Users to access and use the Service for the Customer's internal business purposes, in accordance with the Agreement and the Documentation.

3.2 The Service includes a structured document library, templates with variables, review and approval workflows, the AI Assistant, integration with PSrE providers for electronic signatures, single sign-on (SSO) and SCIM provisioning, audit trails, email notifications and a mobile application, as described in the Order Form and the Documentation for the Customer's plan.

3.3 We may improve and modify the Service from time to time. We will not materially reduce the core functionality of the Service during a paid Subscription Term without the Customer's consent.

4. Accounts, Users and roles

4.1 The Customer is responsible for designating its administrators, inviting Users, assigning roles and permissions, and removing access when a User should no longer have it, whether directly or through its identity provider via SSO and SCIM.

4.2 The Customer may invite external counsel and other third parties as Users. The Customer is responsible for the access it grants them and for ensuring that they comply with the Agreement.

4.3 The Customer is responsible for all activity under its Users' accounts, must keep credentials confidential, and must notify us promptly at [Support email — default support@kontrakly.id] of any suspected unauthorised access.

4.4 Users must be at least 18 years old, or otherwise legally competent under Indonesian law.

5. Customer Content

5.1 Ownership. As between the parties, the Customer retains all rights, title and interest in and to the Customer Content. Nothing in the Agreement transfers ownership of Customer Content to Kontrakly.

5.2 Licence to Kontrakly. The Customer grants Kontrakly a non-exclusive, worldwide, royalty-free licence, for the Subscription Term and the data export period, to host, store, copy, transmit, index, convert and otherwise process Customer Content solely to provide, secure and support the Service in accordance with the Agreement and the Customer's instructions.

5.3 No training. Kontrakly does not use Customer Content or AI Assistant interactions to train AI models, and requires its AI provider not to do so.

5.4 Customer responsibilities. The Customer represents that it has all rights, consents and legal bases needed to upload Customer Content and to have it processed through the Service, including the AI Assistant and electronic signature features, and that the Customer Content does not infringe the rights of any third party or violate applicable law.

6. AI Assistant

6.1 Grounded and permission-aware. The AI Assistant answers based only on the Customer Content that the requesting User is permitted to open, and cites the documents it relies on.

6.2 Not legal advice. AI Output is generated automatically and may be incomplete, inaccurate or out of date. AI Output does not constitute legal advice and does not create an advocate-client relationship between Kontrakly and the Customer or any User. Kontrakly is not a law firm and does not provide legal services.

6.3 Human review required. The Customer must ensure that all AI Output is reviewed by a qualified lawyer before it is relied upon, used in any transaction or shared with any third party. The Customer is solely responsible for its decisions and for any document it adopts, approves, sends or signs.

6.4 Drafts only. The AI Assistant can only create drafts marked as AI-generated. It cannot approve, send or sign any document. Approval, sending and signing are always actions taken by an authorised User.

6.5 Third-party AI provider. The AI Assistant is provided using Anthropic as a Subprocessor, and AI Assistant requests may be processed outside Indonesia as described in the Privacy Policy. The Customer may disable the AI Assistant for its Workspace.

7. Electronic signatures

7.1 The Service lets the Customer send documents for electronic signature through a PSrE chosen by the Customer. The Customer must have a separate agreement with that PSrE where the PSrE requires one.

7.2 Certified electronic signatures, signer identity verification and electronic certificates are issued by the PSrE, not by Kontrakly. Kontrakly is not a PSrE and is not responsible for the PSrE's services, availability or certificates.

7.3 The Customer is responsible for determining whether an electronic signature is legally sufficient for a particular document and transaction under the UU ITE, PP 71/2019 and any other applicable law, including any formal requirements (such as notarial deeds) that cannot be met electronically.

8. Acceptable use

The Customer and its Users must not, and must not allow anyone to:

use the Service in violation of any applicable law, including the UU ITE, the UU PDP, and laws on intellectual property, anti-corruption and anti-money laundering;
upload or transmit content that is unlawful, infringing, defamatory, or that contains malware or other harmful code;
process Specific Personal Data in the Service without a valid legal basis and appropriate safeguards;
attempt to access another Customer's Workspace, data or accounts, or bypass any access control, permission or security measure;
probe, scan or test the vulnerability of the Service, or carry out penetration testing, without our prior written consent;
interfere with or disrupt the integrity or performance of the Service, including through excessive automated requests;
reverse engineer, decompile or attempt to derive the source code or models of the Service, except to the extent permitted by law;
use the Service or AI Output to build a competing product, or resell or make the Service available to third parties except as permitted in the Agreement;
use the AI Assistant to generate content that is unlawful, deceptive, or that circumvents the AI provider's usage policies; or
represent AI Output as having been reviewed by a lawyer when it has not.

9. Data protection

9.1 For Customer Content and Workspace data, the Customer is the Personal Data Controller and Kontrakly is the Personal Data Processor. For account, billing, support and website data, Kontrakly is the Controller. Each party will comply with its obligations under the UU PDP.

9.2 Kontrakly will process Personal Data in Customer Content only on the Customer's documented instructions, as set out in the data processing agreement, which forms part of the Agreement.

9.3 Customer Content is stored in Tencent Cloud's Jakarta region (ap-jakarta). Transfers outside Indonesia take place only as described in the Privacy Policy and in accordance with Article 56 of the UU PDP.

9.4 Our current Subprocessors are: Tencent Cloud (hosting and storage, ap-jakarta, Indonesia); Anthropic (AI processing, outside Indonesia); [Email delivery provider] (email delivery); and the PSrE providers chosen by the Customer (electronic signatures). We will notify the Customer in advance of any new Subprocessor, and the Customer may object on reasonable data protection grounds as set out in the data processing agreement.

9.5 We will notify the Customer without undue delay of any failure of Personal Data protection affecting Customer Content, in time to allow the Customer to meet its 3 x 24 hours notification obligation under Article 46 of the UU PDP.

10. Confidentiality

10.1 "Confidential Information" means all non-public information disclosed by one party to the other in connection with the Agreement that is marked as confidential or that a reasonable person would understand to be confidential, including Customer Content, pricing and the non-public features of the Service.

10.2 The receiving party will use the disclosing party's Confidential Information only to perform its obligations or exercise its rights under the Agreement, protect it with at least reasonable care, and disclose it only to its employees, advisers and Subprocessors who need to know it and are bound by obligations of confidentiality no less protective than this section.

10.3 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to the receiving party before disclosure, is lawfully received from a third party without a duty of confidentiality, or is independently developed. The receiving party may disclose Confidential Information when required by law or by a competent authority, after giving the disclosing party prompt notice where legally permitted.

10.4 These obligations survive for five (5) years after the Agreement ends, and for as long as the information remains confidential in the case of Customer Content and trade secrets.

11. Security and availability

11.1 We will maintain appropriate technical and organisational measures to protect the Service and Customer Content, including encryption in transit and at rest, logical separation of Workspaces, role-based access controls and audit logging, as further described on our Security page.

11.2 We will use commercially reasonable efforts to make the Service available in accordance with the SLA. The Customer's sole remedies for failure to meet the SLA are the service credits described in the SLA, if any.

11.3 We may carry out scheduled maintenance, which we will announce in advance where reasonably possible, and emergency maintenance where necessary to protect the Service.

12. Fees, invoicing and taxes

12.1 The Customer will pay the Fees stated in the Order Form. Unless the Order Form states otherwise, Fees are invoiced in advance, are stated and payable in Indonesian Rupiah, and are due within [30] days of the invoice date.

12.2 Fees exclude Value Added Tax (Pajak Pertambahan Nilai, "PPN") and other applicable taxes, which will be added to invoices at the rate in force under Indonesian tax law. We will issue a tax invoice (faktur pajak) where required. If the Customer is required by law to withhold income tax (such as PPh Article 23) from a payment, the Customer will provide us with the withholding slip (bukti potong) promptly.

12.3 If an undisputed amount remains unpaid for more than [14] days after written notice that it is overdue, we may suspend the Service in accordance with Section 13. Fees are non-refundable except as expressly provided in the Agreement or required by law.

12.4 We may change the Fees with effect from a renewal by giving the Customer at least [60] days' written notice before the end of the current Subscription Term.

13. Suspension

13.1 We may suspend the Customer's or any User's access to all or part of the Service, with notice where reasonably possible, if: (a) there is a material breach of Section 8 (Acceptable use); (b) an undisputed payment is overdue as described in Section 12.3; (c) suspension is necessary to prevent a security threat or harm to the Service, other customers or third parties; or (d) suspension is required by law or by an order of a competent authority.

13.2 We will limit the suspension to the extent and duration reasonably necessary and restore access promptly once the cause has been resolved. Suspension does not delete Customer Content.

14. Term and termination

14.1 The Agreement begins on the earlier of the date the Customer accepts these Terms and the start date in the first Order Form, and continues until all Subscription Terms have ended. Unless the Order Form states otherwise, each Subscription Term renews automatically for a period equal to the initial term unless either party gives written notice of non-renewal at least [30] days before the end of the current term.

14.2 Either party may terminate the Agreement by written notice if the other party: (a) commits a material breach and fails to remedy it within thirty (30) days of receiving written notice of the breach; or (b) becomes subject to bankruptcy, suspension of debt payment obligations (PKPU), liquidation or a similar proceeding.

14.3 If the Customer terminates for our uncured material breach, we will refund any prepaid Fees covering the remainder of the Subscription Term after the effective date of termination. If we terminate for the Customer's uncured material breach, the Customer will pay any unpaid Fees for the remainder of the Subscription Term.

14.4 The parties agree to waive the provisions of Article 1266 and Article 1267 of the KUHPerdata to the extent that a court decision would be required to terminate the Agreement.

14.5 Sections 5, 6.2, 6.3, 10, 12 (for amounts due), 15, 17, 18, 19, 23, 24 and 25, and any other provisions that by their nature are intended to survive, survive termination or expiry.

15. Data export and deletion on termination

15.1 For thirty (30) days after the Agreement ends ("Export Period"), the Customer's administrators may export Customer Content using the export features of the Service, in commonly used formats. During the Export Period the Workspace is read-only.

15.2 After the Export Period, we will delete Customer Content from our active systems within [30] days and from backups within [90] days, unless the law requires us to retain it. On request, we will confirm deletion in writing.

15.3 Kontrakly is not obliged to retain Customer Content after these periods. The Customer is responsible for exporting any Customer Content it needs, including for its own record-keeping obligations.

16. Intellectual property and feedback

16.1 Kontrakly and its licensors own all rights, title and interest in and to the Service, the Documentation, and all related software, models, designs, trademarks and know-how, including any improvements. Except for the rights expressly granted in the Agreement, no rights are granted to the Customer.

16.2 If the Customer or its Users give us suggestions or feedback about the Service, we may use them freely without obligation, provided that we do not disclose the Customer's Confidential Information.

16.3 Templates and clauses created by the Customer are Customer Content. Any sample templates provided by Kontrakly are provided for convenience only and do not constitute legal advice.

17. Warranties and disclaimers

17.1 Each party warrants that it is duly established and has the authority to enter into the Agreement. We warrant that the Service will perform materially in accordance with the Documentation during the Subscription Term. If it does not, the Customer's remedy is for us to use reasonable efforts to correct the non-conformity and, if we cannot do so within a reasonable time, for the Customer to terminate the affected subscription and receive a refund of prepaid Fees for the remainder of the Subscription Term.

17.2 Except as expressly provided in the Agreement and to the extent permitted by law, the Service and AI Output are provided "as is" and "as available", and Kontrakly disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy of AI Output and uninterrupted or error-free operation.

18. Limitation of liability

18.1 To the extent permitted by law, neither party is liable to the other for any indirect, incidental, special or consequential loss, or for any loss of profits, revenue, business, goodwill or anticipated savings, however caused, even if it has been advised of the possibility of such loss.

18.2 To the extent permitted by law, each party's total aggregate liability arising out of or in connection with the Agreement is limited to the total Fees paid and payable by the Customer under the Agreement in the [twelve (12)] months before the event giving rise to the liability.

18.3 The limitations in Sections 18.1 and 18.2 do not apply to: (a) the Customer's obligation to pay Fees; (b) a party's indemnification obligations under Section 19; (c) liability for fraud, wilful misconduct (kesengajaan) or gross negligence; or (d) any liability that cannot be limited or excluded under Indonesian law.

18.4 Kontrakly is not liable for any loss arising from the Customer's reliance on AI Output without review by a qualified lawyer, from documents approved, sent or signed by Users, or from the services of PSrE providers chosen by the Customer.

19. Indemnities

19.1 Kontrakly will defend the Customer against any claim by a third party alleging that the Service, as provided by Kontrakly, infringes that third party's intellectual property rights, and will pay the damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Content, from combination of the Service with items not provided by us, or from use of the Service in breach of the Agreement.

19.2 The Customer will defend Kontrakly against any claim by a third party arising from Customer Content or from the Customer's or its Users' breach of Section 8 (Acceptable use), and will pay the damages and costs finally awarded or agreed in settlement.

19.3 The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement, and provide reasonable cooperation.

20. Force majeure

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control (keadaan kahar), including natural disasters, epidemics, war, terrorism, riots, government actions, failures of public telecommunications or power networks, and large-scale internet or cloud provider outages, as long as it notifies the other party promptly and uses reasonable efforts to mitigate the effects. If such an event continues for more than sixty (60) days, either party may terminate the affected Order Form by written notice.

21. Regulatory compliance

21.1 Kontrakly operates the Service as a private-scope electronic system operator (Penyelenggara Sistem Elektronik Lingkup Privat) registered with the Ministry responsible for communications and digital affairs under registration number [PSE registration number], in accordance with PP 71/2019 and its implementing regulations.

21.2 Kontrakly may disclose Customer Content or access to the Service when required by applicable law or by a lawful order of a competent Indonesian authority. Where legally permitted, we will notify the Customer before disclosure and disclose only what is required.

22. Changes to these Terms

22.1 We may update these Terms from time to time. We will publish the updated version on this page with a new effective date and version number and, for material changes, notify the Customer's administrators by email or in the Service at least thirty (30) days before the changes take effect.

22.2 Changes do not apply retroactively. If the Customer objects to a material change, it may terminate the affected subscription by written notice before the change takes effect and receive a refund of prepaid Fees for the remainder of the Subscription Term. Changes required by law may take effect sooner.

23. Governing law and dispute resolution

23.1 The Agreement is governed by and construed in accordance with the laws of the Republic of Indonesia.

23.2 The parties will first try in good faith to resolve any dispute arising out of or in connection with the Agreement by negotiation (musyawarah untuk mufakat) for thirty (30) days after one party gives the other written notice of the dispute.

23.3 If the dispute is not resolved within that period, it will be finally settled by arbitration administered by the Indonesian National Board of Arbitration (Badan Arbitrase Nasional Indonesia, "BANI") in accordance with its rules of procedure in force at the time and Law No. 30 of 1999 on Arbitration and Alternative Dispute Resolution. The seat of arbitration is Jakarta, the tribunal will consist of [one (1) / three (3)] arbitrator(s), and the language of the arbitration is Indonesian. The award is final and binding on the parties.

23.4 Nothing in this section prevents a party from seeking urgent interim relief from a competent court to protect its Confidential Information or intellectual property rights.

24. Language

The Agreement is made in Indonesian and English in accordance with Law No. 24 of 2009 on the National Flag, Language, Emblem and Anthem and Presidential Regulation No. 63 of 2019. Both versions are binding. If there is any inconsistency or difference in interpretation between the Indonesian and English versions, the Indonesian version prevails.

25. General

25.1 Assignment. Neither party may assign or transfer the Agreement without the other party's prior written consent, which will not be unreasonably withheld, except that either party may assign it to a successor in a merger, acquisition or transfer of all or substantially all of its business on written notice.

25.2 Notices. Notices under the Agreement must be in writing and may be sent by email: to Kontrakly at [Support email — default support@kontrakly.id] (or, for legal notices, to [Registered address]), and to the Customer at the email address of its administrator or contract contact in the Order Form.

25.3 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior agreements and understandings. Terms in a Customer purchase order do not apply.

25.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in force, and the parties will replace the invalid provision with a valid provision that comes closest to its intent.

25.5 No waiver. A failure or delay in exercising a right does not waive that right.

25.6 Independent parties. The parties are independent contractors. Nothing in the Agreement creates a partnership, agency, employment or fiduciary relationship.

25.7 Customer references. We may name the Customer as a customer only with the Customer's prior written consent.

26. Contact

Company: [Registered legal entity name, e.g. PT ...], [Registered address], NIB [NIB number]
Support: [Support email — default support@kontrakly.id]
Privacy and data protection: [DPO name and email — default privacy@kontrakly.id]