Terms and Conditions
Preface:
(1) These Terms and Conditions shall constitute and be deemed as a valid and binding agreement between the Client (further described below) and Consultant upon Services provided by Consultant (“Terms and Conditions”);
(2) You, as the prospective Client, has accessed the link which consists these Terms and Conditions, also are required to read, understand and agree to the Terms and Conditions prior deciding to use the Services provided by Consultant;
(3) These Terms and Conditions, including the Services provided herein, shall be effective upon payment is made by the Client; and
(4) In the event that you have settled payment of Services, hence you, as the Client, are deemed to have read, understood and agreed to be bound by these Terms and Conditions, including the rights and obligations contained herein.
Further, these Terms and Conditions consist of the followings:
1. DEFINITION
(1) “Consultant” is PT CEKINDO BUSINESS INTERNATIONAL, a limited liability company duly organized and existing under the laws of Republic of Indonesia that carries out business activities in the field of management consulting or other services.
(2) “Website” is www.cekindo.com or any other websites informed by Consultant from time to time.
(3) “Client” is individual or company who has decided to use the Services and has settled payment according to procedures according to Sales Order/invoice issued by Consultant.
(4) “Services” are all forms and types of Services (including functions and responsibilities) implemented by Consultant to the Client, in which the conditions are stated in these Terms and Conditions.
(5) “Account” is Consultant’s bank account provided in Sales Order/invoice, has functioned as designated account upon payment of Services or refund process from Client to Consultant.
(6) “Sales Order” is a proposal which consists of details of Services that has been requested by Client to be implemented out by Consultant.
(7) “Government” shall refer to any institutions that has governmental authority or quasi-governmental authority, including its organs, be it in national or local level, under the prevailing regulations.
2. WARRANTIES AND UNDERTAKINGS
(1) The Client hereby declares as a party who has capability and/or authority for binding itself/himself/herself in a legal agreement.
(2) Consultant in implementing the Service may create email account or account at Government for Client’s interest including its passwords, either by using Client’s data or through internal process.
(3) Client is prohibited from creating and / or using/operating devices, software, features and/or other tools intended to manipulate the Consultant’s system, including but not limited to: (i) data manipulation; (ii) crawling / scraping activities; and/ (iii) other activities that can be reasonably valued as acts of manipulation on Consultant’s system.
(4) Consultant without prior notice to the Client, has the authority to take necessary actions on any alleged violation or violation of the Terms and Conditions and / or applicable laws.
(5) Client hereby agrees that every request for borrowing or transferring account and password made by Consultant in execution of the Service shall only be complied upon full payment of all outstanding invoice billed by Consultant to Client.
(6) Client hereby indemnifies Consultant from any responsibility upon any loss or or damages arising from misuse of the Client account caused by the Client’s negligence while using the account and password made by and loaned to and/or transferred by Consultant.
(7) In the event that the Client breached Article 2 Sub-Article (6) of these Terms and Conditions, Client hereby grants the right to Consultant to declare that such Service has been completed without requiring to prove otherwise to Client.
(8) Any funds provided by the Client that used as payment of Services from Client to Consultant, and/or deposit of Services implementation and/or as government official fee paid by Client through Consultant in connection with the implementation of Services, and data and documents provided by the Client to Consultant in connection with the implementation of Services, hence Client warrants: (i) to completely fulfill funds, data and documents as requested by Consultant; (ii) such funds, data and information are the properties of the Client which are legally valid without obligation for Consultant to conduct verification for such matters. Upon this provision, the Client shall fully release Consultant from all forms of lawsuits or liabilities submitted by any party.
(9) Consultant has the sole right to anytime terminate these Terms and Conditions or modify/change the Services or its implementation if:
(i) Issuance of new Government regulation/decree that might impact or terminate Services implementation; and/or
(ii) In the future, Consultant found out that Services requested by the Client to Consultant and/or the Client’s legality violated Indonesian law or law of the domicile country related to money laundering and/or terrorism financing. Upon this provision, the Client grants right to Consultant to provide data/document and conduct background check of Client; and or
(iii) Client’s ability to settle the payment of Services according to Consultant’s sole assessment in the future; and/or
(iv) Force Majeure according to Article 13 of these Terms and Conditions that is experienced by a party and results in that party’s ability for Services implementation by Consultant.
For the above points (i) to (iv), Consultant has a sole right to determine refund of payment and the amount of refund, taking into account the works that Consultant has conducted in implementing the Services or providing deposit to Consultant.
3. SERVICES AND TRANSACTION
(1) Consultant will provide the list of Services and assistance, in accordance with and specifically listed in “Sales Order” subject to be approved by prospective Client and Consultant will provide such Services in a timely manner and competent way. Client will provide Consultant with all documents and information as requested by the Government authority in connection the delivery of Services.
(2) Upon Services rendered and described by Consultant in Sales Order/ invoice, the Client agrees to pay Consultant with the fee for the Services according to Sales Order/invoice and such payment is non-refundable, unless otherwise specified.
(3) The payment of Services shall be made in United States Dollars (USD) or Indonesian Rupiah (IDR) with respect to the current exchange rate at the date of payment, not later than 7 (seven) calendar days after submission of invoices sent to Client.
(4) Any late payment for the Services and assistance, including but not limited to additional invoices occurring as the result of Consultant’s work for the Client, shall be imposed with penalty based on the amount mentioned in invoice as the following:
a) 30 (thirty) days after the submission of invoice: 5% (five percent);
b) 60 (sixty) days after the submission of invoice: 10% (ten percent);
c) 90 (ninety) days after the submission of invoice: 15% (fifteen percent); and
d) 120 (one hundred and twenty) days after the submission of invoice or more: 20% (twenty percent).
All payment shall be made according to Sales Order/invoice.
4. TERMS
(1) The term of Services implementation under these Terms and Conditions shall be 12 (twelve) months commencing from date of payment upon invoice and shall be automatically extended for another 12 (twelve) months period based on the same Terms and Conditions herein, unless otherwise agreed by the parties for termination of Services in written is given within one (1) month prior to expiration of such term.
(2) The Client agrees that Services rendered pursuant to this Terms and Conditions such as accounting, tax and payroll services, investment activity report (LKPM), professional agreement, product license holder and annual type Services shall continue for a full uninterrupted 12 (twelve) months and shall not terminate with any terms, unless due to Force Majeure under these Terms and Conditions.
5. WAIVERS
The failure of either party hereto to promptly enforce these Terms and Conditions or any of its terms shall not constitute an implied modification or waiver of enforcement of any such term regardless of the number of times or the frequency with which any such term is violated.
6. SUCCESSORS IN INTEREST
These Terms and Conditions are binding upon and shall inure to the benefit of the parties of hereto, their valid assignees and their successors in interest.
7. ASSIGNMENT
Services may not be assigned without the expressed written consent of the parties.
8. CHOICE OF LAW
The Services are executed and intended to be performed in Indonesia and these Terms and Conditions shall be governed by and interpreted to the laws of the Republic of Indonesia.
9. EMPLOYEES
(1) During these Terms and Conditions are in force and for the period of 12 (twelve) months after its expiration date, neither Consultant nor the Client may knowingly solicit or offer employment to any staff employed of other party. This obligation shall be applied to any employees employed by other party. Any breaching party shall pay the non-breaching party the equivalent compensation of one (1) year salary of any employees concerned. This clause shall not apply for HR Outsourcing employee under Consultant.
(2) This clause shall not prevent the parties from employing an individual who responds in good faith and is independent to an advertisement which is made to the public at large.
10. DISPUTE RESOLUTION
(1) Any dispute arising between the parties in connection with the implementation of these Terms and Conditions (“Dispute”), hence the parties agree the Dispute shall be resolved firstly by negotiation within 30 (thirty) calendar days and can be extended.
(2) The Parties agree Dispute shall be resolved through arbitration in accordance with the Law of the Republic of Indonesia Number 30 of 1999 concerning Arbitration and Alternative Disputes Resolution (“Arbitration Law”) with condition that the parties have failed to resolve such Dispute through negotiation in which the application of arbitration shall be submitted by a party within 30 (thirty) calendar days after the end date of negotiation.
(3) The tribunal shall consist of a sole arbitrator, mutually appointed by the Parties in accordance with the provisions of the Arbitration Act. Any arbitral award issued by such sole arbitrator shall be final and binding on the Parties. The venue of the arbitration is in Jakarta and the language of the arbitration shall be English. The procedural rules opted by the Parties will be the UNCITRAL Rules. It is clarified that any awards whether interim or final, shall be made, and shall be deemed for all purposes to be made in Jakarta.
(4) Judgment upon any arbitral award rendered hereunder may be entered in the courts of Jakarta, for a judicial acceptance of the award and an order of enforcement, as the case may be
(5) The Parties agree not to resort to any court litigation in any matter whatsoever so long as the dispute resolution process is in motion.
11. CANCELLATION
(1) In the event that the Client decides to cancel/terminate Service after execution of this Agreement, the payment is non-refundable. Client and Consultant agrees to waive article 1266 and 1267 Indonesian Civil Code concerning cancellation/ termination agreement.
(2) In the event that Consultant is unable to deliver the Services as stated in “Addendum” experience a temporary or permanent delay, arising from the absence of specific original documents or information provided by Client to Consultant, Consultant shall reserve the right to seek amicable solution or provide refund of payment maximum up to 10% (ten percent) of transaction value. This clause shall not apply for any government official fees, salary payments, office lease service and similar coordinated by Consultant.
(3) Consultant upholds and has policies to eradicate corruption, money laundering, terrorism financing, or other violations of law during implementation of Services. In connection with that, Consultant will conduct due diligence of a Client prior or during Services implementation including requesting disclosure of :
a) data and information of Client’s personal and/or company based on Consultant’s request including granting permission to Consultant to conduct due diligence upon Client’s personal and/or company prior Services implementation; and/or
b) all information concerning personal and/or institutional (including but not limited to shareholders, directors and commissioners) in criminal or cases that causes loss to state finance and/or related to financial sector committed in Client’s home country (for Foreign Citizen) or Indonesia or other states, prior to engaging all Services.
In the event(s) that:
a. the Client does not disclose all information requested in this Article; and/or
b. Consultant found relevant information concerning the Client in violation of this Article.
Hence:
a) Consultant shall reserve the full right whether to accept or reject to deliver the Services in whole or partial and/or provide refund for payment that has been paid to Client. Further, Consultant has the sole right to determine the amount of refund, taking into account the works conducted in implementing the Services;
b) Client agrees to indemnify Consultant from all legal consequences arising from this Article.
12. NOTICES
(1) Notices shall be in writing and shall be sent through the postal service to Consultant’ address, or sent to the email address to: sales@incorp.co.id and vice versa to Client’s provided email as informed in advance.
(2) Notice given in any other manners shall be conclusively presumed to be invalid, void and of no effect.
(3) It is recognized that the internet is inherently insecure and that data can become corrupted, communications are not always delivered promptly (or at all), and that other methods of communication may be appropriate. Electronic communications are also prone to contamination by viruses. Each party will be responsible for protecting its own systems and interests and, to the fullest extent permitted by law, will not be responsible to the other on any basis (agreement, tort or otherwise) for any loss, damage or omission in any way arising from the use of the internet or from access by any Consultant Entity personnel to networks, applications, electronic data or other systems of the Client or Client Group (as the case may be).
(4) Consultant may retain copies of documents and files provided by the Client, Client Group (as the case may be) or on the Client’s or Client Group’s behalf in connection with the Services for purposes of compliance with professional standards and internal retention policies. Any documents and files retained by Consultant on completion of the Services (including documents legally belonging to the Client or the Client Group (as the case may be) may routinely be destroyed in accordance with Consultant Entities’ policies applying from time to time.
13. DISCLAIMER
(1) Consultant will conduct its best effort deliver the Services and assistance, in accordance with which specifically listed in “Sales Order” in a timely and competent way, save for:
a) The negligence and/or failure of the Client to provide all documents and information requested by local institutions for services realization;
b) Force majeure (fire, flood, typhoon earthquake, strike (regional or national level), labor trouble or other industrial disturbance, war (declared or undeclared), embargo, blockage, legal prohibition, riot, insurrection, internet interference temporarily or permanently, planned or unplanned delays from the local institutions, change in government policy or any other cause beyond the reasonable control of such defaulting Party), preventing or delaying the performance temporarily or permanently (further shall be referred to as “Force Majeure”).
c) Client’s instruction to conduct action which is in breach of the applicable law of the Republic of Indonesia, either in form of verbal, email or writing.
The timeline in “Sales Order” represents a general timeline according to “usual standard business”. Consultant reserves the right to adjust such timeline as necessary by informing such changes to the Client.
(2) Consultant will endeavor to deliver the services and assistance according to the Sales Order, with the condition that the Client has provided all documents and information requested by government for services realization. In the event that the product or services application was not approved by the government although the Client has provided all documents and information requested, the Consultant will propose an alternative solution or method to the Client for consideration.
(3) Notwithstanding Article 11 Sub-Article (2) above, in the event that Consultant does not obtain any response from Client, concerning execution, completion and/or renewal of services and assistance according to the Sales Order, proven by a cumulation of 9 (nine) times email by official email from Consultant within 1 (one) year since the date of payment of Sales Order, then Client agrees to grant right to Consultant to conduct any action of the following concerning services and assistance:
a) Suspension;
b) Termination;
c) Transfer company ownership and license to any party appointed by Client beforehand;
d) Liquidate security deposit to cater the actions mentioned above/ all outstanding invoice and assistance; and/or
e) Demand compensation in the event that the security deposit is inadequate to accommodate such action and/or to bill all outstanding invoices.
(4) For all purposes and matters of this Agreement, the Parties agree that Consultant maximum liability is up to Cap, subject to any damages, losses, lawsuits, expenses, fines, penalties or losses suffered by Client or from any third party in connection with any act or omission connected with or arising out of any services rendered under this Agreement.
(5) Client understands that the Consultant does not represent the government in executing any of the Services and agrees that the result of Services shall not necessarily reflect the views or positions or decision of the government and disclaims the Consultant from any responsibility for this matter.
14. DATA SAFETY
(1) Each party shall comply with their respective obligations under the applicable data protection laws to the extent in connection with this Agreement and the Services it stores, processes and transfers any personal data to which data protection laws apply (“Personal Data”). In relation to any Client Group or third-party Personal Data which is processed by Consultant as part of the Services, i) Client hereby grants legitimate explicit consent to Consultant in order to collect and handle Client’s personal data in accordance with the obligation of Recipient as Personal Data Processor based on Personal Data Protection Law and relevant laws applicable in Republic of Indonesia; (ii) Client shall agree to abide by Consultant’ Privacy Policy during execution of services by Consultant and 30 (thirty) years after termination of services with Consultant.
(2) The Client confirms that it has obtained all legally required authorizations to transfer any Personal Data to Consultant and to contractors providing administrative, infrastructure and other support services to Consultant as well as to any Consultant Entity (including any Subcontractors) and their respective personnel, and to any subcontractor, including across borders
15. SEVERABILITY
(1) If any provision of this Agreement is deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.
(2) The Parties shall use their best endeavors to replace the invalid, unlawful or unenforceable provision with a valid, lawful and enforceable one, which will best meet the purpose and intent of the replaced provision.
16. SUSTAINABILITY AND INTERPRE-TATION AGAINST THIRD PARTY
(1) Any provisions of the Contract which either expressly or by their nature extend beyond the expiration or termination of this Agreement shall survive such expiration or termination, including, without limitation, Article 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 and 19.
(2) If any provision of this Agreement is found by a court of competent jurisdiction or other competent authorities to be unenforceable, in whole or in part such provision or the affected part shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein. The provisions of Paragraphs 7, 8, 10, 12, 14, 15, 16, 18 and 19, hereof shall apply to the fullest extent of the law, whether in agreement, statute, tort (including without limitation negligence), or otherwise, notwithstanding the failure of the essential purpose of any remedy.
(3) Consultant Entities are intended third-party beneficiaries of the Agreement. Each such Consultant Entity may in its own right enforce such terms, agreements and undertakings.
17. OPERATIONAL INDEPENDENCE
Nothing in this Contract will prevent or restrict any Consultant Entity, including Consultant, from providing services to other clients (including services which are the same or similar to the Services) or using or sharing for any purpose any knowledge, experience or skills used in, gained or arising from performing the Services subject to the obligations of confidentiality set out in this agreement even if those other clients’ interests are in competition with the Client or the Client Group (as the case may be). Also, to the extent that Consultant possesses information obtained under an obligation of confidentiality to another client or other third party, Consultant is not obliged to disclose it to the Client or Client Group (as the case may be), or use it for the benefit of the Client or the Client Group (as the case may be), however relevant it may be to the Services.
18. MISCELLANEOUS
(1) The Client agrees and permits the Consultant to apply the right of retention, i.e. to hold all documents of Client, both original or copy, and/or documents related to Services implementation, both original or copy, that have been under Consultant’s possession until all payment of Services are settled.
(2) Client shall be responsible for the originality and accuracy of any documents/ information submitted to Consultant pertaining to this Agreement.
(3) The Client agrees and permits Consultant to display Client’s name and/or trademark in Website.
(4) Client authorizes Consultant to provide exclusive newsletters and offers via Client’s email.
(5) These Terms and Conditions is made in the English and the Indonesian language. If any inconsistency or different interpretation between the English text and Indonesian text, the English text shall prevail on the condition that Client is not an Indonesia citizen or not incorporated under the laws of Indonesia.
(6) This Agreement supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. All such prior agreements and understandings are hereby terminated and deemed of no further force or effect.
(7) All matters which are not included or not adequately provided in this Terms and Conditions shall be settled by mutual agreement between the parties.
(8) These Terms and Conditions maybe revised and/or renewed from time to time without notice. Client shall agree to view Consultant’s website from time to time. Usage of Consultant service shall be deemed as Client’s approval to any revision and/or renewal of such Terms and Conditions.
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