Master Services Agreement

The Provider shall deliver consulting and advisory services to the Client as specified in the applicable SOW or Quote. Each SOW or Quote shall detail the scope of services, deliverables, milestones, timelines, fees, and any additional terms specific to the engagement.

Services are categorized into the following business lines, each governed by a dedicated schedule attached to and incorporated into this Agreement: 

• Accounting & Tax Solutions
• HR & Talent Solutions
• Odoo Implementation

The Client shall provide all necessary information, documentation, access to systems, and personnel required for the Provider to perform the services. The Client warrants that such materials are accurate, complete, and lawfully provided.

Any changes to the scope of services must be agreed in writing via an amended SOW or Quote, signed by both Parties, and shall be subject to the terms of this Agreement. 

This Agreement commences on the Effective Date (as defined in Section 18) and remains in effect until terminated in accordance with Section 9 or upon completion of all services and payment obligations under all applicable SOWs or Quotes. 

Unless otherwise specified in an SOW or Quote, this Agreement does not automatically renew. The Parties may agree to extend the term in writing.

Provisions related to confidentiality, intellectual property, payment obligations, data protection, and dispute resolution shall survive termination of this Agreement.

The Client shall pay the Provider the fees specified in the applicable SOW or Quote for services rendered. Fees are exclusive of taxes, duties, or withholding taxes, which are the Client’s responsibility.

The Provider shall issue invoices as per the payment schedule in the SOW or Quote. Invoices shall specify the services provided, amounts due, currency, and payment instructions.

Payments are due within 14 working days from the invoice date unless otherwise specified in the SOW or Quote. Payments shall be made via bank transfer or other methods agreed in writing. 

if payment is not received by the due date, the Provider may:  

• Charge a fixed interest of 10% on the outstanding amount, calculated daily until payment is received. 
• Suspend services without prior notice until payment is cleared. 
• Engage a debt recovery agency if payment remains outstanding for more than 30 days, with all associated legal fees and expenses borne by the Client.
  

If the Client’s jurisdiction requires withholding taxes on invoice amounts, the Client shall pay such taxes to the relevant authorities and provide the Provider with documentation of payment. The full invoice amount remains due to the Provider, exclusive of such taxes.

The Client must notify the Provider in writing of any invoice disputes within 7 working days of receipt, providing details of the dispute. Undisputed portions of the invoice remain payable by the due date.

Each Party retains ownership of its pre-existing intellectual property, including but not limited to trademarks, copyrights, patents, and trade secrets, unless otherwise agreed in writing. 

Intellectual property created or developed by the Provider specifically for the Client under an SOW or Quote shall become the Client’s property upon full payment of the relevant fees, subject to any third-party licensing restrictions.

If the Provider uses proprietary tools, methodologies, or software to perform the services, the Client is granted a non-exclusive, non-transferable license to use such tools solely for the purposes of the services, unless otherwise specified in the SOW or Quote.

The Client grants the Provider a non-exclusive, royalty-free license to use Client-provided materials (e.g., data, logos, documents) solely for the purpose of performing the services.

“Confidential Information” includes all non-public information disclosed by one Party to the other, whether oral, written, or electronic, including but not limited to business plans, financial data, client lists, personal data, and proprietary methodologies.

Each Party shall: 

• Maintain the confidentiality of the other Party’s Confidential Information using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care. 
• Not disclose Confidential Information to third parties without prior written consent, except as required by law or as permitted under Section 13 (Privacy and Data Protection).
• Use Confidential Information solely for the purposes of this Agreement.

 Confidential Information does not include information that:

• Is publicly available through no fault of the receiving Party.
• Was lawfully obtained from a third party without restriction.
• Was independently developed by the receiving Party without reference to the disclosing Party’s information.

If a Party is required by law to disclose Confidential Information, it shall notify the other Party promptly (unless prohibited by law) and cooperate to limit the scope of disclosure.

Upon termination of this Agreement or at the disclosing Party’s request, the receiving Party shall return or securely destroy all Confidential Information, except as required to comply with legal obligations.

The Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employer-employee relationship between the Parties.  

The Provider has no authority to bind the Client contractually or otherwise, except as expressly authorized in writing.

The Provider is solely responsible for its own taxes, social security contributions, and employee benefits. The Client shall not withhold taxes or provide benefits on behalf of the Provider’s personnel.

The Provider represents and warrants that: 

• It has the necessary expertise, qualifications, licenses, and resources to perform the services in a professional, timely, and workmanlike manner.
• The services shall comply with the specifications in the applicable SOW or Quote and all applicable Indonesian laws.
• It shall not infringe any third-party intellectual property rights in performing the services.
  

The Client represents and warrants that:

• It has the legal right and authority to provide all materials, data, and information necessary for the services.
• Such materials and information are accurate, complete, and do not infringe third-party rights or violate applicable laws.
• It shall comply with all applicable laws, including those related to data protection and tax obligations.

Except as expressly stated herein, the Provider makes no warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

Neither Party shall be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement, including but not limited to loss of profits, data, or business opportunities, even if advised of the possibility of such damages.  

  The maximum aggregate liability of either Party under this Agreement shall not exceed the total fees paid or payable by the Client to the Provider under the applicable SOW or Quote.

The limitations in this Section do not apply to liability arising from:

• Gross negligence or willful misconduct.
• Breach of confidentiality or data protection obligations.
• Infringement of intellectual property rights.
• Obligations to indemnify under Section 9.
  

Either Party may terminate this Agreement or any SOW or Quote if the other Party: 

• Materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice.
• Becomes insolvent, files for bankruptcy, or is subject to receivership or liquidation proceedings. 
  

Either Party may terminate this Agreement or any SOW or Quote without cause by providing 30 days’ written notice to the other Party.

Upon termination:

• The Client shall pay for all services rendered and expenses incurred up to the termination date.
• Each Party shall return or destroy the other Party’s Confidential Information, subject to Section 5.5.
• Any surviving obligations (e.g., payment, confidentiality, data protection) remain in effect.

Upon the Client’s request and subject to additional fees, the Provider may provide reasonable assistance to transition services to another provider, as agreed in writing.

This Agreement is governed by and construed in accordance with the laws of the Republic of Indonesia, without regard to its conflict of laws principles.

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Indonesia, unless resolved through arbitration as per Section 10.

The Parties shall first attempt to resolve any disputes arising from this Agreement through good-faith negotiations within 30 days of written notice of the dispute. 

If negotiations fail, disputes shall be resolved by binding arbitration under the Indonesian Arbitration Law (Law No. 30 of 1999), administered by the Indonesian National Arbitration Board (BANI) or another mutually agreed arbitral institution. The arbitration shall:

• Be conducted in Bali, Indonesia, in the Indonesian language (unless otherwise agreed).
• Be presided over by a single arbitrator appointed in accordance with BANI rules.
• Result in a written award that is final and binding on the Parties.

Each Party shall bear its own costs of arbitration, unless the arbitrator awards otherwise.

Nothing in this Section prevents a Party from seeking injunctive or equitable relief from a court to protect its intellectual property, confidential information, or other urgent interests.

Neither Party shall be liable for delays or failure to perform due to unforeseen circumstances beyond its reasonable control, including but not limited to natural disasters, government system outages, regulatory changes, war, or pandemics (“Force Majeure Event”). 

The affected Party shall notify the other Party in writing within 5 working days of the Force Majeure Event, providing details and an estimated duration of the impact.

The affected Party shall use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

If a Force Majeure Event prevents performance for more than 60 consecutive days, either Party may terminate the affected SOW or Quote by written notice without liability, except for payment obligations for services already rendered.

In the event of any conflict or inconsistency among the following documents, the order of precedence shall be:

• This Master Services Agreement (MSA);
• The applicable Schedule (A or B);
• The Statement of Work (SOW) or Quote;
• Any other attachments or exhibits.
  

The terms of the higher-ranked document shall prevail to the extent of the conflict, unless the lower-ranked document expressly states otherwise and is signed by both Parties

This Agreement, including all Schedules, SOWs, Quotes, and referenced exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, and warranties, whether oral or written.

Any amendments to this Agreement must be in writing and signed by authorized representatives of both Parties.

Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other rights under this Agreement.  

This Agreement is executed in both Indonesian and English. In the event of any discrepancy or difference in interpretation between the two versions, the Indonesian version shall prevail and be binding on the Parties.

The Provider may provide translations of this Agreement or related documents for convenience, but only the Indonesian and English versions are legally binding.

This Agreement becomes effective on the date the Client accepts a Quote or SOW (“Effective Date”), whether by:

• Signing the Quote or SOW (physically or electronically). 
• Providing written confirmation via email, WhatsApp, or other written communication. 
• Verbal agreement, provided the Provider documents such agreement in writing (e.g., via email confirmation or call log). 
  

The Provider shall maintain records of the Client’s acceptance to establish the Effective Date, which shall be binding unless disputed by the Client within 7 working days.  

The Client expressly waives its own standard terms and conditions, even if issued after this Agreement. Any deviation from this Agreement must be expressly agreed in writing and signed by both Parties.

All notices under this Agreement shall be in writing and delivered via:

• Email to the addresses specified in the SOW or Quote, with confirmation of receipt.
• WhatsApp to the numbers provided, with confirmation of delivery.
• Registered mail or courier to the Party’s registered address, deemed received 3 working days after dispatch.
  

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with a valid one that achieves the original intent.

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with a valid one that achieves the original intent.

This Agreement is solely for the benefit of the Parties and their permitted successors and assigns. No third party shall have any rights hereunder.

Each Party shall comply with all applicable Indonesian laws and regulations, including but not limited to tax, labour, anti-corruption, and data protection laws, in connection with this Agreement.