Ketentuan Layanan

PREAMBULE

Essilor Indonesia PT and its division 2.5 NVG (“2.5 NVG”), has created the [Name of the Portal] (the “Portal”), to be used by eye care practitioners under these terms of use (“Terms”). The Portal is available currently at [portal web address].

The Portal enables eye care practitioners (each a “User” and together the “Users”), via a one stop digital hub, to access resources (training videos, products catalogues, marketing material, news) and proceed to e-transactions.

Each User hereby declares that the Portal have a direct association with the User’s professional activity and that he/she has read and understood all the information required to use the Portal.

The User hereby acknowledges that he/she has received all the necessary information about the Portal and that Portal meet his/her needs and expectations.

Any use of the Portal require the acceptance of these Terms.

TERM – COMING INTO EFFECT

These Terms will become effective on the date of first use of the Portal by the User and the User accepts and agrees to these terms by using the Portal and for the duration of its use.

These Terms may be amended or updated by 2.5 NVG at any time, where 2.5 NVG has a legitimate business interest. Should these Terms be amended by 2.5 NVG, the new terms of use (“Amended Terms”) will be published on the Portal and will come into effect fifteen (15) days after said publication. The Client accepts the Amended Terms by continuing to use the Software after the Amended Terms come into effect.

HOSTING OF DATA

2.5 NVG may store Data of the User on a secure third party server under contract. 2.5 NVG encrypts data that is sent to the secure third party server.

CONDITIONS OF ACCESS TO THE PORTAL

2.5 NVG will provide the User with unique user log-in. It is up to the User to change the password.

It is up to the User to define the access given and give log-in information to its different employees of the practice.

The user's login and password must be maintained secret by each user.

The identification of the user by their login and password is irrefutable proof of the fact that the corresponding operations have been carried out by means of said password and login.

In all cases, the User will be solely responsible for all use of the Portal by each user and for compliance by each user with these applicable Terms.

The User will take all reasonable steps to maintain the security and confidentiality of each user and will notify 2.5 NVG immediately if the User becomes aware of any user log-in information which is lost, stolen or otherwise compromised.

The User will be fully responsible for all fees, liabilities and damages incurred through the use of each account (whether such use is lawful or unlawful) and any activity completed through any account will be deemed to have been completed by the User.

The User shall limit access to, or use of, the Portal to authorised users only, and, in the event of any such unauthorized access or use, immediately notify 2.5 NVG.

The Portal is directed to eye care practitioners only and is not meant to be accessed by any third party or the general public without 2.5 NVG prior consent.

YOUR ORDERS

The orders made by you through the Portal are governed by 2.5 NVG Terms and Conditions of Sale (Lenses) available on our Portal or as we provide to you from time to time (the “T&Cs”) unless otherwise expressly agreed upon between you and us in writing. Our Privacy Policy will govern all transactions conducted using the Portal.

The T&Cs and Privacy Policy are available on the Portal and may be updated from time to time at our sole discretion.

If there is any inconsistency between these Terms and the T&Cs or the Privacy Policy, the T&Cs or the Privacy Policy will prevail.

DISCLAIMERS

Portal Availability

Except as expressly set forth in these Terms , the Portal is provided “as is” and “as available,” without representations or warranties of any kind, and the User disclaims all other representations, warranties or conditions regarding the Portal, whether express or implied, including, without limitation, any implied warranties of title, non-infringement, merchantability or fitness for a particular purpose.

Furthermore, it awards no guarantee other than the guarantees that have been expressly awarded in these Terms. In particular, 2.5 NVG awards no guarantee of the performance, availability or accessibility of the Portal and hereby declines all responsibility for any faults or malfunctions affecting said Portal.

Continuity of Service

2.5 NVG will strive to limit service downtime by reasonable means.

2.5 NVG hereby reserves the right to fully or partially restrict access to the Portal for system administration.

2.5 NVG will have to carry out maintenance works on the Portal from time to time. 2.5 NVG, so as to minimize the Portal downtime, will use reasonable efforts to reduce inconvenience for its Users.

2.5 NVG hereby declines all responsibility for any losses or damages that may occur from the temporary non-availability of all or part of the Portal and/or from Portal slowdowns caused by the download of large files by the User.

Content

2.5 NVG has compiled the detailed information, information, software, solutions, products, services and related graphics (the “Content”) provided on the Portal from internal and external sources to the best of our knowledge and belief, using professional diligence. The information on the Portal is purely for the purpose of presenting our products and services. HOWEVER, NO REPRESENTATION IS MADE OR WARRANTY GIVEN, EITHER EXPRESSLY OR TACITLY, FOR THE COMPLETENESS OR CORRECTNESS OF THE CONTENT ON THIS PORTAL FOR ANY PURPOSE. Please be aware that this information although accurate on the day it was published may no longer be up to date. We therefore recommend that you check any information you obtain from the Portal prior to using it in whatever form. Should you require any advice or instructions concerning our products or services, please contact us directly

SECURITY

2.5 NVG hereby acknowledges that certain Data hosted in the Software is of a personal nature and are subject to compliance with the applicable data privacy laws.

2.5 NVG takes such steps as are reasonable in the circumstances to protect the Data: (a) from misuse, interference and loss; and (b) from any unauthorised third party access, modification or disclosure, such as strong encryption of data, backup and confidentiality of access and thorough selection process of hosting provider, offering high standard of integrity and security.

In particular, 2.5 NVG shall:

Not use nor access the Data of the User other than for the purpose of system administration or when instructed by the User;

Keep the Data confidential; 2.5 NVG’s employees and subcontractors are required to respect the confidentiality of such Data and not to allow it to be disclosed directly or indirectly to any third party other than 2.5 NVG’s subcontractor, or when instructed by the User in respect of that User’s Customer Data subject to compliance with the applicable data privacy laws Take all reasonable measures to prevent any devious, malicious or fraudulent use of the Data and files.

Should a security breach be discovered, 2.5 NVG hereby undertakes to inform the Clients in accordance with applicable laws.

The collection and processing of Data will be performed by the User under its own responsibility. The User shall remain solely responsible for compliance with all obligations with regards to applicable data privacy laws, including for any obligation of information whatsoever of its own customers relating to the hosting of their personal information on the Software.

2.5 NVG hereby declines all responsibility for any faults on the account of third party operators, including any telecommunications operator.

Portal Update

2.5 NVG hereby reserves the right to update features of the Portal for its improvement or extension.

LIABILITY

2.5 NVG will not be responsible for any loss, damage, increases in costs or other expenses relating to conduct that is the responsibility of the User.

The User uses the Portal under its exclusive responsibility and is solely responsible for the Data as stored by 2.5 NVG by virtue of these Terms.

Unless otherwise expressly provided herein, 2.5 NVG does not warrant that the operation of Portal will be uninterrupted or error free, and the User acknowledges that the Portal may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Except as set forth herein and to the extent permitted by law, 2.5 NVG excludes:

any term, condition or warranty that may otherwise be implied by custom, law or statute;

any liability for loss caused by 2.5 NVG 's negligence;

any liability for any loss or damage suffered by a User, or any other person, including any liability arising out of use, or inability to use the Portal; and out of unauthorized access to or alteration, theft, or destruction of the User’s Data; and out of any delays, delivery failures, or any other loss or damage resulting from the transfer of Data over communications networks and facilities, including the Internet;

any liability for indirect or consequential loss, including but not limited to loss of revenue, loss of income, loss of business, loss of profits, loss of goodwill or credit, loss of business reputation, loss of use, loss of time, loss of interest, damage to credit rating or loss or denial of opportunity;

any liability for any force majeure as set forth in Article 12.

If 2.5 NVG is liable for a breach of a term, condition or warranty described above, its liability is, to the fullest extent permitted by law, limited to the re-supply of the services; or the payment of the cost of having the services re-supplied.

Where applicable, 2.5 NVG's liability is limited, regardless of whatsoever damages and causes thereof, to the amounts actually paid by the User in the calendar year during which the loss was caused.

This clause remains applicable in the event of the nullity, termination or rescission of these Terms.

PERSONAL INFORMATION

In consideration of your use of the Portal, if you are required by us to provide information, you agree to: (a) provide true, accurate, current and complete information and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current and future use of the Portal. Certain information is subject to our personal data protection policy.

INTELLECTUAL PROPERTY

The User acknowledge that the Portal contains information, data, software, photographs, graphics, videos, text, images, typefaces, sounds, and other materials (collectively “Content”) that are protected by copyrights, trademarks, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed.

The User may not infringe any of the intellectual property rights associated with the creation, manufacture, design, branding and packaging of any products or services advertised on the Portal.

The brand names, service names, logos and other graphics (collectively the “Trademarks”) used on the Portal by 2.5 NVG are 2.5 NVG trademarks or are duly licensed to 2.5 NVG. 2.5 NVG Trademarks may not be used in connection with any third-party products or services or in any manner that disparages or discredits 2.5 NVG. All content, designs, text, graphics, software compilations, underlying source codes, and other graphic arrangements together with the compilation (meaning the collection, arrangement and assembly) of all content on the Portal are the copyright of 2.5 NVG or 2.5 NVG licensors, where applicable. Permission is granted to Users to download and print one copy of the Portal for their own personal, non- commercial, use. Any other use of the Portal including the reproduction, modification, distribution, transmission, republication, display or performance of the content of the Portal without 2.5 NVG prior written consent is strictly prohibited. Lastly, the User may not create and/or publish its own database or website that features substantial parts of the Portal without our prior written prior approval.

TERMINATION

In the event of either Party being in breach of its obligations as per this Terms, when said breach is not corrected in the term of thirty (30) days as from the receipt of a registered letter of notification, the other Party may terminate these Terms without prejudice to all the damages and interests it may claim by virtue of this document.

Either one of the Parties may terminate these Terms if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes the subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its business, on an involuntary basis.

Such termination will be in addition to any other remedies that may be available to the non-breaching Party.

2.5 NVG may terminate these Terms immediately by written notice to the User if the User breaches any material obligation related to 2.5 NVG’s proprietary rights.

The User shall pay for the remaining due price for the whole Term in case of termination of these Terms prior to the agreed Term.

FORCE MAJEURE

If an event of Force Majeure occurs, a Party's contractual obligation affected by such an event will be suspended during the period of delay caused by the Force Majeure, without penalty, for a period equal to such suspension.

The Party claiming Force Majeure shall promptly inform the other Parties in writing and shall furnish sufficient proof of the occurrence and duration of such Force Majeure.

If the case of force majeure continues for more than sixty (60) days, these Terms will be terminated automatically unless agreed otherwise by and between the Parties.

The following are expressly considered as cases of force majeure: acts, events, omissions or accidents beyond the Parties’ reasonable control, including, without limitation: strikes, lock-outs or other industrial disputes, failure of a utility software, transport or telecommunications network, act of God, war, terroristic event or threat, riot, malicious damage, compliance with any legal or governmental restrictions, legal or regulatory changes to business methods, power cuts, partial or full stoppage of the Internet or telecommunication, fire, flood or storm.

ENTIRETY OFCONTRACT

These Terms and other contractual documents comprise one inseparable whole whereby no legal agreement by and between the Parties may be reached without the simultaneous fulfilment of the duties provided in the other Terms.

ASSIGNMENT AND SUBCONTRACTING

2.5 NVG may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms; but the User may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this contract without the prior written consent of 2.5 NVG.

TITLES OF THE CLAUSES

In the event of whatsoever difficulty in interpretation due to contradiction between any of the titles given to the clauses and one of said clauses, the titles will be declared null and void.

SERVERABILITYY AND WAIVER

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under these Terms will not affect the validity and enforceability of the rest of these Terms.

A person who is not a party to this contract does not have any rights to enforce these Terms here enclosed.

No forbearance or indulgence shown or granted by 2.5 NVG to the User will in any way effect or prejudice the right of 2.5 NVG against the User or be regarded as a waiver of these Terms.

NOTIFICATIONS

For the performance of these Terms and except for particular provisions, the Parties hereby agree that all notifications will be addressed to their respective registered offices.

GOVERNING LAW AND JURISDICTION

These Terms between 2.5 NVG and the User are governed and construed in accordance with the laws of Indonesia.

The courts of Indonesia have an exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, including a dispute regarding the existence, validity or termination of these Terms, notwithstanding the introduction of third parties or an action to enforce warranty by urgent procedures or as a protective measure and by summary of ex-parte proceedings.