TERMS AND CONDITIONS OF SALE
PT. Karya Informasi Solusindo
1. Applicability and Acceptance of Terms
1.1. These terms and conditions ("Terms") govern all agreements between the client ("Client") and Karya Informasi Solusindo ("Company"). By engaging the Company’s services, the Client agrees to be bound by these Terms.
1.2. The Client explicitly waives its own standard terms and conditions, even if such terms are presented after the execution of this agreement. Any modifications or exceptions to these Terms must be explicitly agreed upon in writing by authorized representatives of both parties.
2. Invoicing and Payment Terms
2.1. Invoices are payable within twenty-one (21) working days from the date of issuance unless an alternate timeframe is specified on the invoice or order form.
2.2. Late payments are subject to a late payment fee of 10% on the outstanding balance. The Company reserves the right to suspend ongoing services without prior notice in the event of non-payment.
2.3. If payment remains outstanding beyond sixty (60) days from the due date, the Company may engage a debt recovery service at the Client’s expense, including all related legal fees and charges.
2.4. Payments shall be made in full without any deductions, withholdings, or offsets unless explicitly agreed upon in writing.
3. Taxes
3.1. The Client is solely responsible for remitting any applicable taxes, including withholding taxes, to their local tax authorities. The Company shall not bear any costs or compliance responsibilities related to the Client’s local taxation laws.
3.2. The Client shall ensure that any tax withholding does not reduce the amount payable to the Company. Any shortfall due to tax deductions must be grossed up by the Client.
4. Service Levels and Obligations
4.1. The Company will use commercially reasonable efforts to deliver services in accordance with agreed timelines and specifications. However, no guarantees are provided regarding specific outcomes or performance results unless explicitly stated in writing.
4.2. The Company shall not be held liable for participation as a third party in disputes or claims arising between the Client and end-users or third parties.
4.3. Delays caused by force majeure events, including but not limited to natural disasters, acts of government, labor disputes, or cyber-attacks, will not constitute a breach of the agreement.
5. Client Responsibilities
5.1. The Client is responsible for providing timely access to resources, information, and support necessary for the Company to fulfill its obligations. Delays caused by the Client’s failure to provide such access may impact project timelines and deliverables.
5.2. The Client warrants that all data, materials, and content provided to the Company are accurate, lawful, and do not infringe on any third-party rights. The Client indemnifies the Company against any claims arising from such data or content.
6. Intellectual Property Rights
6.1. Unless explicitly agreed otherwise, the Company retains ownership of all intellectual property rights to materials, software, or other deliverables developed during the course of the project.
6.2. The Client is granted a non-exclusive, non-transferable license to use the deliverables solely for the purposes outlined in the agreement. Unauthorized reproduction, distribution, modification, or resale of these materials is strictly prohibited.
6.3. Both parties agree to maintain the confidentiality of proprietary information shared during the project. This obligation extends to third-party data protected under confidentiality agreements.
7. Confidentiality
7.1. Each party agrees to protect the other party's confidential information from unauthorized disclosure or use.
7.2. Confidentiality obligations shall survive the termination of this agreement.
8. Warranties and Disclaimers
8.1. The Company warrants that the services provided will substantially conform to the agreed specifications. All other warranties, express or implied, including but not limited to fitness for a particular purpose, are disclaimed to the fullest extent permitted by law.
8.2. The Client acknowledges that software and digital services may contain bugs or errors and agrees that minor defects that do not materially impact usability shall not constitute a breach of the agreement.
9. Limitation of Liability
9.1. The Company’s liability for damages shall not exceed the total fees paid by the Client for the specific service or deliverable giving rise to the claim.
9.2. The Company shall not be liable for indirect, incidental, special, or consequential damages, including but not limited to loss of profits, data, or business opportunities, even if advised of the possibility of such damages.
10. Indemnification
10.1. The Client agrees to indemnify and hold the Company harmless against any claims, liabilities, or damages arising from:
- The Client’s misuse of the services or deliverables.
- Violations of third-party rights by the Client’s data, content, or actions.
- Non-compliance with applicable laws or regulations by the Client.
11. Termination
11.1. Either party may terminate the agreement for convenience with thirty (30) days' prior written notice.
11.2. The Company reserves the right to terminate the agreement immediately in the event of:
- Non-payment by the Client.
- Breach of these Terms by the Client.
- Insolvency or bankruptcy of the Client.
11.3. Upon termination, the Client must pay all outstanding amounts and cease using any deliverables or materials not fully paid for.
12. Governing Law and Dispute Resolution
12.1. These Terms and any disputes arising from them shall be governed exclusively by the laws of Indonesia.
12.2. Any disputes shall first be attempted to be resolved amicably through negotiation. If no resolution is reached, disputes shall be submitted to arbitration in accordance with the rules of the Indonesian National Arbitration Board (BANI).
13. Miscellaneous
13.1. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.
13.2. If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
13.3. The Client may not assign or transfer this agreement without prior written consent from the Company. The Company may assign or subcontract parts of the project without prior notice.