Legal News Update
Contributors: Almaida Askandar, S.H., MBA, Nita Damayanti, S.H., and Clarissa Felicia Hidriani, S.H.
Published on 6 September 2026 by IABF Law Firm, Jakarta, Indonesia.
Indonesia Introduces Mandatory Clauses for E-Commerce Partnerships with Micro and Small Enterprises
I. Introduction
On 17 June 2026, the Minister of Micro, Small, and Medium Enterprises issued Regulation Number 3 of 2026 on the Protection and Enhancement of the Competitiveness of Micro and Small Enterprises in Electronic Commerce (“Regulation 3/2026”). In practice, micro and small enterprises or Usaha Mikro dan Kecil (“UMK”) face unequal competitive conditions in electronic commerce. Regulation 3/2026 therefore introduces protections and measures to improve their competitiveness when using electronic commerce platforms operated by Penyelenggara Perdagangan Melalui Sistem Elektronik (“PPMSE”). The regulation add to the broader partnership and electronic commerce frameworks by introducing specific rules on written agreements, mandatory clauses, fees, business protections, and domestic product incentives. Regulation 3/2026 took effect on 17 June 2026. The requirements relating to written partnership agreements and domestic product incentives will apply from 17 December 2026, giving businesses six months to prepare.
II. Written Digital-Based Partnership Agreements
A digital-based partnership or Kemitraan Berbasis Digital (“KBD”) is a direct or indirect business relationship between UMK and PPMSE. The arrangement must be documented in a written agreement in the Indonesian language (“Partnership Agreement”) and carried out based on mutual benefit, equality, transparency, fairness, and sustainability. The Partnership Agreement may be a physical document or an electronic agreement, including platform terms and conditions, an electronically signed document, or a verifiable electronic approval. It must be clear, transparent, and available for the UMK to access again.
III. Mandatory Clauses and Fee Transparency
At a minimum, a Partnership Agreement must cover: (i) the parties’ identities; (ii) the partnership scope; (iii) the parties’ rights and obligations; (iv) the KBD term; (v) the types and amounts of fees; (vi) payment mechanisms and periods; (vii) agreement termination; (viii) dispute resolution; (ix) force majeure; and (x) forms of business development for UMK. The regulation also provides minimum content and model wording for each clause.
Each fee, including how it is calculated, its amount, and the payment procedure, must be stated in the Partnership Agreement. Any fee change before the agreement expires requires the parties’ agreement and at least 90 calendar days’ prior notice. An objecting UMK may request a negotiation facilitated by the Minister through SAPA UMKM. Any agreed outcome must be incorporated into the agreement and will bind both parties.
IV. Rights and Obligations of UMK and PPMSE
UMK
UMK are entitled to fair and transparent agreements, secure data and transactions, clear fee and operational information, and protection from algorithmic discrimination, unagreed charges, and unilateral termination without a valid reason. In return, UMK must hold an NIB, register with SAPA UMKM, provide accurate information, comply with the agreement, and refrain from transaction manipulation or platform misuse.
PPMSE
PPMSE must facilitate UMK in obtaining an NIB and connect with SAPA UMKM, provide accurate information, protect transaction systems and consumer data, comply with the Partnership Agreement, refrain from manipulation, unilateral termination, and unagreed charges, and participate in capacity-building programs.
V. Domestic Product Incentives
A PPMSE that is not classified as a micro, small, or medium enterprise must grant at least a 50% service fee discount for each transaction by a verified UMK that exclusively sells domestic products (“Service Fee Discount”). Applications are submitted through SAPA UMKM and verified by the Minister. The discount does not apply to UMK selling:
a) Ready-to-eat processed food; and/or
b) Electronic products manufactured by large domestic industries.
A PPMSE may reject or discontinue the discount if the UMK sells non-domestic products, subject to the UMK’s right to clarify or object.
VI. Enforcement and Effective Date
Based on the results of monitoring and evaluation, the Minister may address identified non-compliance by issuing a written warning or reprimand, publicly announcing the findings, recommending supervision by the competition authority, and/or recommending the revocation of the relevant business licence.
Although Regulation 3/2026 generally took effect on 17 June 2026, the rules on written Partnership Agreements, minimum clauses, the 50% Service Fee Discount, verification through SAPA UMKM, and rejection or discontinuation of the incentive only take effect on 17 December 2026. This six-month transition period gives UMK and PPMSE time to adjust their agreements and operational processes.
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Disclaimer
This news update is prepared for general informational purposes only. The content does not constitute legal advice, a legal opinion, or counsel from IABF Law Firm. The information contained herein may not reflect the most current developments. Any quotation, distribution, or use of this information for any purpose is solely at the user’s own risk.
