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Terms of Service

Syarat Layanan

Effective from · 2026-08-24 PT. Indonesia SCM Industrial

This document is a draft and must be reviewed by legal counsel before publication.

1. Parties and acceptance

These Terms govern the supply of GPU compute capacity by PT. Indonesia SCM Industrial, trading as IID Cloud (“we”, “us”, “our”), to the organization named in an Order (the “Customer”, “you”).

You accept these Terms when you confirm an Order, when you first use the Service, or when you pay an invoice for it, whichever happens first. If you do not accept them, do not use the Service.

2. Definitions

Service
The rental of GPU Nodes together with the accompanying control plane, tooling and support.
Node
One GPU server unit of a given model in a given region, as listed on our website or in an Order.
Order
Our written confirmation of your request, setting out the configuration, region, price, Term and any special conditions.
Term
The rental duration recorded in the Order, from one hour to twelve months.
Customer Data
Any data, model, code or output that you or your users place into, generate within, or transmit through the Service.
Control plane
The management interface, CLI and API through which the Service is administered.
Business day
A day other than a Saturday, Sunday or public holiday in Jakarta, Indonesia.

3. Order of precedence

If there is a conflict, the following order applies, highest first: (a) a signed framework or master agreement between us; (b) the Order; (c) these Terms; (d) the Refund Policy, the Privacy Policy and the Security page; (e) any other document we publish.

4. Eligibility and business use

The Service is offered to organizations for business purposes only. It is not a consumer service. By entering into an Order you confirm that:

  • you are a legally constituted entity, or an individual acting in the course of a business;
  • the person accepting the Order is authorized to bind you;
  • the information you give us about your identity, address and tax status is accurate;
  • you are not subject to a restriction that would make the supply unlawful — see section 31.

5. Quotes and formation of contract

Prices, discounts and availability shown on our website are indicative and subject to change and to capacity. Pressing “Confirm Rental” or “Send Request” on our website only composes a request message in your own email client — it forms no contract and reserves no capacity.

A contract is formed only when we issue a written Order confirming your request. Where we issue a quotation, it is valid for the period stated in it or, if no period is stated, for 14 days, and remains subject to capacity at the time of confirmation.

6. Provisioning and credentials

We will provision the Nodes described in the Order within the period stated in the Order, or if none is stated, within a reasonable period after the Order is confirmed and any required prepayment is received.

We will issue access credentials to the administrators you nominate. Credentials are personal to the named holder, must not be shared, and must be rotated promptly if compromise is suspected. You are responsible for everything done using your credentials.

7. Your users and administrators

You may allow your employees and contractors to use the Service, provided you remain responsible for their acts and omissions as if they were your own. You must maintain an accurate list of administrators and notify us promptly when someone should no longer have access.

You must not permit any third party to use the Service unless the Order allows it. Reselling, sublicensing or providing the Service as part of your own hosting offering requires our prior written consent.

8. Fees and pricing

Unless the Order says otherwise:

  • fees are stated in United States Dollars (USD), per Node, per hour;
  • the minimum billing increment is one hour, and part hours are rounded up;
  • usage is metered from provisioning until the Node is released or the Term expires, whichever is earlier — a Node that is powered off but still allocated to you continues to be charged, because the capacity is reserved for you;
  • the NVIDIA 8x H100 SXM configuration is supplied and billed as one indivisible unit; its rate already covers all eight GPUs and is not multiplied by GPU count;
  • storage, egress bandwidth, dedicated interconnect, licensed images and professional services are charged as set out in the Order.

9. Term discounts

Committing to a longer Term attracts the following discounts on the applicable hourly rate:

Committed TermDiscount
1 to 30 days2%
3 months5%
6 months10%
9 months15%
12 months20%

Terms shorter than one day carry no discount. Discounts are granted in exchange for the commitment; if the Term ends early, section 14 applies. Discounts do not stack with any other promotional reduction unless the Order says so.

10. Taxes

All fees are exclusive of tax. Value Added Tax (Pajak Pertambahan Nilai) and any other applicable levy will be added at the rate in force and shown separately on the invoice.

If you are required by law to withhold tax from a payment to us, you must provide a valid withholding tax certificate within the period required by Indonesian tax rules; if you do not, you must gross up the payment so that we receive the full invoiced amount.

11. Invoicing and payment

Unless the Order says otherwise:

  • we invoice monthly in arrears for metered usage, and in advance for any committed or reserved capacity;
  • invoices are payable within 14 days of the invoice date;
  • payment is by bank transfer to the account shown on the invoice, in the invoiced currency, free of bank charges to us;
  • we may require prepayment, a deposit or a bank guarantee for a first Order, for a large reservation, or where a payment history warrants it;
  • you must raise any dispute about an invoice within 30 days of its date, with the reason; undisputed amounts remain payable on time.

12. Late payment

If an undisputed invoice is not paid when due we may:

  • charge interest on the overdue amount at 2% per month, or the highest rate permitted by law if lower, calculated from the due date until payment;
  • after giving you 7 days’ written notice and an opportunity to pay, suspend the Service in whole or in part;
  • withhold provisioning of new Orders;
  • recover reasonable costs of collection.

Suspension for non-payment does not reduce the fees payable for the Term, and does not extend the Term.

13. Term, renewal and expiry

The Service runs for the Term recorded in the Order. Unless the Order provides for automatic renewal, the Order expires at the end of the Term without further notice and the Nodes are released back into the pool.

Where the Order does provide for renewal, either party may prevent renewal by giving written notice at least 30 days before the end of the current Term. On renewal we may apply our then-current list price for the same configuration.

14. Early termination and discount recapture

You may release Nodes before the end of the Term by written notice. Where you do:

  • fees already invoiced for a committed Term remain payable, and prepaid fees for a committed Term are not refundable, except as set out in the Refund Policy;
  • because the discount in section 9 was granted for the commitment, the difference between the discounted rate and the rate that would have applied to the Term actually used becomes payable — this is a price adjustment, not a penalty;
  • we will invoice the adjustment with the final invoice for the Order.

If we terminate for our own convenience, or if we materially fail to provide the Service and do not remedy it, no recapture applies and we will refund prepaid fees for the unused part of the Term.

15. Changes to the service and to pricing

We may improve, modify or replace parts of the Service, provided we do not materially reduce the capability or performance of a configuration during a Term that has already been confirmed. Where we must make such a change for security, legal or supplier reasons, we will give you as much notice as circumstances allow and, if you are materially disadvantaged, you may terminate the affected Order and receive a refund of prepaid fees for the unused part.

List prices may change at any time. A change never affects the price of a confirmed Order during its Term.

16. Acceptable use

You must not use the Service, and must not permit anyone else to use it, to:

  • do anything unlawful under the laws of the Republic of Indonesia or of the region in which the Node runs;
  • infringe intellectual property, privacy, publicity or confidentiality rights;
  • store or distribute material that is unlawful, including child sexual abuse material, content that incites violence or hatred, or content prohibited under Indonesian electronic information law;
  • distribute malware, ransomware, botnet infrastructure or credential-harvesting tools;
  • scan, probe, penetration-test or attack systems you do not own or are not authorized in writing to test — including ours;
  • send unsolicited bulk email or operate infrastructure supporting it;
  • attempt to break tenant isolation, escape a guest environment, access another tenant’s data, or interfere with our measurement of usage;
  • circumvent quotas, rate limits or billing;
  • place unreasonable load on shared resources to the detriment of other tenants;
  • mine cryptocurrency or run comparable proof-of-work workloads, unless the Order expressly permits it;
  • train or operate systems whose purpose is unlawful surveillance, or that are designed to cause physical harm;
  • publish benchmark results identifying us or our hardware without our prior written consent.

You are responsible for all activity on your Nodes, including that of your users. If you become aware of a breach of this section, you must stop it and tell us promptly.

17. Your security obligations

Within the shared responsibility model described on our Security page, you must:

  • keep the guest operating system, drivers and installed software patched;
  • protect credentials and private keys, and enable the strongest authentication available to you;
  • configure network access rules to expose only what you need;
  • remove access promptly when a user leaves;
  • report a suspected compromise of your environment to us without undue delay.

18. Availability, maintenance and service levels

We will use commercially reasonable efforts to keep the Service available and to operate it with the skill and care expected of a competent infrastructure provider.

Binding availability commitments and service credits apply only where they are expressly stated in the Order or in a separate service level agreement signed by both parties. In the absence of such a document, no availability figure is promised and no service credit arises.

We will give advance notice of planned maintenance where practicable and will schedule it to limit disruption. We may carry out emergency maintenance without notice where necessary to protect the platform, its tenants or its data, and will inform you as soon as we reasonably can.

19. Support

Support is provided by email to the address in section 39, in English or Bahasa Indonesia, during our published business hours unless the Order provides otherwise. Response targets, escalation paths and any out-of-hours cover are as stated in the Order.

20. Customer Data, backups, return and deletion

You own all Customer Data and retain all rights in it. We claim no license in it beyond what is necessary to operate the Service for you and to comply with law.

  • Backups are your responsibility unless the Order expressly includes a backup service. Node storage is working storage, not an archive.
  • You must retrieve your Customer Data before the Order ends. Where practicable we will keep Node storage intact for 7 days after expiry to allow retrieval, but we do not guarantee this and we may release capacity sooner where the Order has been terminated for breach.
  • After that period, Customer Data on Node storage is deleted and the underlying capacity is re-provisioned.
  • If you ask us in writing before expiry, we will confirm deletion once it is complete.

21. Personal data

Our processing of personal data is described in the Privacy Policy. In relation to personal data contained in Customer Data, you are the controller and we act as your processor; we will process it only to provide the Service and only on your instructions. If you require a separate data processing agreement, tell us and we will put one in place before provisioning.

22. Intellectual property

The Service, the control plane software, our documentation, our website and our marks remain our property or that of our licensors. Nothing in these Terms transfers any right in them, other than a limited, non-exclusive, non-transferable right to use the Service during the Term for your internal business purposes.

Where an Order includes a third-party licensed image or software component, its own license terms also apply and you must comply with them.

23. Feedback

If you send us suggestions about the Service, we may use them without restriction and without obligation to you. This does not give us any right in your Customer Data or confidential information.

24. Confidentiality

Each party will keep the other’s non-public information confidential, use it only to perform this agreement, disclose it only to those who need it and are under equivalent obligations, and protect it with at least reasonable care. These duties do not apply to information that is public through no breach, independently developed, or lawfully received from a third party, and do not prevent a disclosure required by law — in which case the disclosing party will, where lawful, give the other prior notice. These duties survive for 3 years after the last Order ends, and indefinitely for trade secrets.

25. Publicity

Neither party may use the other’s name, logo or trade marks in publicity without prior written consent. Consent to a specific use is not consent to any other use, and may be withdrawn for future materials.

26. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care and in accordance with the Order.

Otherwise, and to the fullest extent permitted by law, the Service is provided “as is”. We do not warrant that it will be uninterrupted or error-free, that it will meet a particular performance figure not stated in the Order, that results obtained from it will be accurate, or that it is fit for a purpose you have not told us about. You are responsible for validating that a configuration suits your workload.

27. Limitation of liability

To the fullest extent permitted by law:

  • neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss or corruption of data, or any indirect or consequential loss;
  • our aggregate liability arising out of or in connection with an Order is limited to the total fees paid by you for that Order in the 3 months preceding the event giving rise to the claim;
  • these limits do not apply to liability that cannot lawfully be limited, to a party’s liability for death or personal injury caused by its negligence, to fraud or fraudulent misrepresentation, to your obligation to pay fees due, or to a breach of section 16.

Each party must take reasonable steps to mitigate its loss.

28. Indemnification

You will indemnify us against third-party claims, and reasonable legal costs, arising from your use of the Service in breach of section 16 or in breach of law, or from Customer Data infringing a third party’s rights.

We will indemnify you against third-party claims that the Service, as supplied by us and used in accordance with these Terms, infringes that party’s intellectual property rights in Indonesia. We may, at our option, modify the Service, procure a right for you to continue using it, or terminate the affected Order and refund prepaid fees for the unused part. This indemnity does not cover claims arising from Customer Data, from your modifications, or from third-party components licensed separately to you.

The indemnified party must notify the other promptly, give reasonable assistance, and allow the indemnifying party to control the defense and settlement, provided no settlement imposes an obligation on the indemnified party without its consent.

29. Suspension and termination

Either party may terminate an Order for material breach if the other fails to remedy it within 30 days of written notice describing the breach.

We may suspend the Service, or part of it, immediately and without prior notice where:

  • there is a breach of section 16 that is causing or threatens harm;
  • there is a genuine and immediate threat to the security or integrity of the platform, its tenants or their data;
  • we are required to do so by law or by a competent authority.

We will limit any suspension to what is necessary, tell you why as soon as we lawfully can, and restore the Service once the cause is resolved. Either party may terminate immediately if the other becomes insolvent, enters liquidation, or has a receiver or administrator appointed.

On termination or expiry: your right to use the Service ends; you must pay all amounts due up to the effective date; section 20 governs your data; and the sections that by their nature should survive will survive.

30. Force majeure

Neither party is liable for a failure or delay in performing an obligation, other than an obligation to pay money, caused by an event beyond its reasonable control — including natural disaster, epidemic, wide-area failure of power or telecommunications, act of government, civil unrest or armed conflict. The affected party will notify the other, mitigate the effect, and resume performance as soon as it reasonably can. If the event continues for more than 30 consecutive days, either party may terminate the affected Order, and we will refund prepaid fees for the unused part of the Term.

31. Export control and sanctions

Each party will comply with applicable export control and economic sanctions laws. You confirm that you are not, and are not owned or controlled by, a person subject to such sanctions, and that you will not make the Service available to any such person or use it in a sanctioned territory or for a prohibited end use.

32. Anti-bribery and anti-corruption

Each party will comply with applicable anti-bribery and anti-corruption laws, will not offer or accept an improper payment in connection with this agreement, and will keep accurate records. A breach of this section is a material breach.

33. Assignment and subcontracting

Neither party may assign or transfer this agreement without the other’s prior written consent, except to an affiliate or to a successor in a merger or sale of substantially all of its business, on written notice. We may engage subcontractors and data-center partners to perform parts of the Service, and we remain responsible for their performance.

34. Notices

Notices under these Terms must be in writing and sent by email to kei_hu@iidevcloud.com for us, and to the administrative contact recorded in the Order for you, with a copy by courier to a registered address where the notice concerns termination or a legal claim. A notice by email is deemed received on the next business day after sending, unless a delivery failure is received.

35. Governing law and dispute resolution

These Terms and each Order are governed by the laws of the Republic of Indonesia.

The parties will first attempt to settle any dispute amicably, through discussion between senior representatives, within 30 days of one party notifying the other of the dispute. If no settlement is reached, the dispute will be submitted to the District Court of South Jakarta (Pengadilan Negeri Jakarta Selatan), without prejudice to either party’s right to seek urgent interim relief from any competent court.

36. Governing language

These Terms are provided in English and in Bahasa Indonesia. In accordance with Law No. 24 of 2009 on the National Flag, Language, Emblem and Anthem, the Indonesian language version prevails in the event of any discrepancy or difference of interpretation between the two versions.

37. General

  • Entire agreement. The Order and these Terms are the entire agreement on their subject matter and replace any earlier discussion or representation, except for fraud.
  • No waiver. A failure to enforce a right is not a waiver of it.
  • Severability. If a provision is held unenforceable, the rest continues in force and the provision is to be read down to the minimum extent necessary.
  • No partnership. Nothing creates a partnership, joint venture, agency or employment relationship.
  • Third parties. No one other than the parties may enforce these Terms.
  • Counterparts. An Order may be accepted by email or electronic signature, and each copy is an original.

38. Changes to these Terms

We may amend these Terms. An amendment applies to Orders confirmed on or after the effective date shown at the top of this page. For an Order already running, the version in force when the Order was confirmed continues to apply until the end of its Term, unless a change is required by law or is necessary for security — in which case we will give you notice and, if the change materially disadvantages you, you may terminate the affected Order and receive a refund of prepaid fees for the unused part.

39. Contact

kei_hu@iidevcloud.com

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