Contoh Surat Perjanjian Kerjasama
Contoh Surat Perjanjian Kerjasama
between
TELEKOMUNIKASI INDONESIA INTERNATIONAL (TAIWAN) LIMITED
And
Number: 202503
This Master Services Agreement for Telecommunication Services ("Agreement") is
entered into this March 28th, 2024 ("Effective Date") by and between:
Telekomunikasi Indonesia International (Taiwan) Limited, a company incorporated
under the Laws of Taiwan, having its registered office at 7F-1, No. 7, Zhouzi St Neihu
District, Taipei City, 14 (hereafter referred to as "Telin Taiwan"); and
Business Day means any day other than Saturday, Sunday or a public holiday
in the place in which any act or transaction contemplated by this Agreement is to
be performed.
Charges or Commission mean the charges payable by the Parties for the
Provision of a Service, as set out in the relevant Annex.
Customer means the third party of this Agreement who purchase and obtain the
Services in accordance with the relevant Annex.
Minimum Commitment Period means the period specified for a Service in the
relevant Annex, fi any, commencing on the Service Commencement Date.
Operating Territory means a country or city location to or from which the Parties
have agreed to provide a Service as set out ni the relevant Annex.
Provider Party means the Party which provide the Services to the Purchaser
Party.
(i) that Party's subsidiaries, holding companies and any other subsidiaries of that
Party's holding companies; and
(ii) A company or joint venture in which a Party has an equity interest, and which
is or may be involved in providing a Service
Services means each service specified and described in the relevant Annex for
that Service.
2.1 Each Party shall provide the Services as described ni the relevant Annex on from
the Service Commencement Date
2.2 Neither Party shall be committed to obtain certain amounts of transaction by the
Customer nor obliged to send traffic, unless set out otherwise in this Agreement or
respective Annex.
2.3 Any additional applicable service terms for services, if any, shall be set out in the
relevant Annex.
2.4 English shall be the language used for the establishment and provision of the
Services
2.5 Each Party shall take all reasonable steps to ensure that third parties do not use the
Services provided under this Agreement:
a. in connection with the breach of any law or the unlawful infringement of the
rights of any third party; or
2.6 Each Party shall take all reasonable precautions in the use of the circuits under the
relevant Annex to prevent contamination of any software or hardware or diffusion of any
software or hardware contamination including without limitation computer viruses,
worms or Trojan horses.
2.7 Each Party is not liable for the security of the other Party's platform under this
Agreement and has no obligations to ensure and makes no representations or
warranties concerning the security of such platform.
3. TERM
3.2 A Service is effective from its Service Commencement Date and continues for the
period specified herein or ni the relevant Annex for that Service unless and until being
terminated by written agreement of the Parties or under Clause 13 of this Agreement.
4.1 The transmission facilities, the number of circuits, integration of system or platform
in regarding to the Services, etc. to be established between the Parties shall be
mutually agreed and shall be reviewed from time to time to ensure satisfactory grade of
service.
4.2 Each Party is responsible for providing, at its own expense, the necessary facilities
located within any of its Operating Territories for the implementation of Services. These
facilities shall be technically and operationally compatible with each other in order to
provide the Services.
4.3 Unless the Parties otherwise agree, the technical standards and methods of
operation to be applied by the Parties for the implementation and provision of the
Services shall conform to the Taiwan regulation and relevant ITU-T recommendations,
as amended from time to time.
5.1 The provision of Services by a Party is subject to that Party's normal network
management controls.
5.2 Each Party shall notify the other as soon as practicable of any facility failure arising
or likely to arise from a cause within any of its Operating Territories which is likely to
result in a protracted interruption to the provision of any or all of the Services under this
Agreement. In the event of interruption of the Services, the Parties shall use all
reasonable endeavors to restore the normal operation of the telecommunication
services with the least practicable delay.
Notwithstanding the specific rights and obligations as set out in each Annex, the Parties
agree on the rights and obligations as follows:
a. Both Parties are obliged to carry out all the measures necessary for the
preparation, testing, implementation and also the failure-free operation of the
Services
b. The Parties shall cooperate to provide the Service to the Customer in
accordance with good professional practice and the requirements and
specifications as agreed by the Parties.
c. The Provider Party shall permit the Purchaser Party and/or its employees,
servants, authorized agents or contractors at all reasonable times access to the
facilities and premises within the Provider Party control to enable the Purchaser
Party to perform its duties and obligations required under this Agreement.
The Parties are responsible to fulfil any formalities, if any, that may be required by the
local regulatory bodies or legal departments.
6.3 Warranty
Both Parties warrants that the Services are operated faithfully and with due diligence
and shall comply with the operational requirements and in addition, in accordance with
generally accepted practice within the telecommunication industry.
7. COMMERCIAL CONDITION
8. LIMITATION OF LIABILITY
8.1 A Party is not liable for any loss arising from, or in relation to:
a. any failure to provide, or any interruption in the provision of any Service that it
is required to provide under this Agreement; or
8.2 Neither Party shall be liable to the other for any Consequential Loss provided that
Consequential Loss does not include claims in respect of unpaid Charges.
8.3 Without limiting Clause 8.1, a Party ("First Party") shall not be liable to the other
Party ("Second Party") for any loss or damage to the Second Party arising from a claim
against the second party by a third party for loss of profits or any indirect, special,
economic or consequential loss or damage or loss of revenue, profits, goodwill, bargain
or opportunities or loss or corruption of data, whether in contract or tort (including
negligence) or otherwise.
8.4 Unless set out otherwise in the relevant Annex, the Parties agree that each Party's
maximum liability under the Agreement or in relation to its performance, other than a
claim for unpaid Charges, is limited to an amount of:
a. US Dollar One Hundred Thousand (USD 100,000) for any one incident
or series of events arising from a single incident or common cause; and
8.5 The terms and conditions in this Agreement that exclude or limit either Party's
liability applies to the extent permitted by law. Provisions of applicable legislation may
9. INDEMNITY
9.1 Each Party (the "Indemnifying Party") indemnifies the other (the "Other Party")
against any damages, losses, claims, costs and expenses (including reasonable legal
costs) arising out of or otherwise based upon:
c. a claim against the Other Party by any third person for defamation or
infringement of any intellectual property right, or any other claim against the other
party by a third person (other than a customer of the other party), arising out of
data, information or other content transmitted by the Indemnifying Party or a
customer of the Indemnifying Party.
a. the Party affected by the Regulatory Event shall not be taken to have
breached this Agreement due to any action or inaction that Party takes because
of the Regulatory Event; and
10.2 All undertakings and obligations assumed hereunder by either Party are subject to
the issuance and continuance of all necessary governmental licenses, waivers,
consents, registration, permissions and approvals.
10.3 Each Party undertakes to use its reasonable endeavours to obtain and/or retain or
ensure its Related Companies obtain and/or retain such approvals as may be
necessary.
11.1 If a Party is affected by a Force Majeure Event, that Party shall notify the other
Party as soon as practicable, and use all reasonable endeavors to remove, overcome or
minimize the effects of that Force Majeure Event.
1.2 Neither Party is liable to the other by reason of any failure in performance under this
Agreement if such failure arises out of a Force Majeure Event, unless that failure is a
failure to pay Charges.
12. CONFIDENTIALITY
12.1 This Agreement, and al information in whatever form disclosed by one Party to the
other in connection with this Agreement, or the Services, or during the negotiations
preceding this Agreement ("Information") shall be kept secret and confidential and
treated at least as securely as the receiving party's own confidential information and
shall only be disclosed or used with the prior written consent of the disclosing party.
13. TERMINATION
13.1 Either Party may terminate this Agreement by giving to the other at least thirty (30)
days notice in writing without cause, either in its entirety or in respect of a particular
Service provided that if an ordering Party terminates a service prior to its Minimum
Commitment Period, if applicable, that Party shall pay the applicable cancellation
charge set out in the relevant Annex (if any) for that Service as a genuine pre-estimate
of loss and not as a penalty.
13.2 Either Party shall terminate immediately this Agreement by notice in writing to the
other Party fi the other Party:
13.3 Either Party shall immediately terminate this Agreement upon written notice:
13.4 If this Agreement is terminated pursuant to clause 13.1, 13.2 or 13.3, all charges
for use of the services up to and including the date of termination and all other amounts
owing to the terminating Party are immediately due and payable. The terminating Party
shall set of any amounts due to be paid to it by the other Party against any amounts due
to be paid by it to the other Party.
a. the accrued rights and remedies of each Party remain unaffected; and
b. Clauses 9, 12, 13, 41 and any obligation ot pay Charges for Services provided
under this Agreement, shall survive termination.
14.2 In the event of any dispute, controversy, claim or difference of any kind arising out
of or in connection with or in relation to this Agreement including any question regarding
its existence, breach, validity or termination (a "Dispute"), the Parties shall negotiate in
good faith, for a period of thirty (30) Business Days after the receipt by a Party of a
14.3 If such Dispute is not resolved by the Parties within such period, the Dispute shall
be referred to and resolved by arbitration in accordance with the rules of the Chinese
Arbitration Association Taiwan ("CAA") for the time being in force which rules are
deemed to be incorporated by reference into this Clause. The place of arbitration shall
be in Taiwan and the language in English. The arbitrators shall apply the substantive
law of Taiwan in deciding any Dispute. The judgement upon the award rendered ni such
arbitration shall be entered in any court having jurisdiction over the Parties.
14.4 The Parties undertake to implement the arbitration award and agree to accept the
decision of the arbitrators) appointed pursuant to this Clause 14 as final and binding.
The award rendered shall be in writing and shall set forth in reasonable detail the facts
of the Dispute and the reasons for the arbitral tribunal's decision. The decision of such
arbitrators) shall include a determination as how the costs of such arbitration are to be
allocated between the Parties. Neither Party shall be entitled to commence or maintain
any action in a court of law upon any matter in Dispute until such matter shall have been
submitted and determined as herein provided and then only for the enforcement of such
arbitration. Judgment on any arbitration award may be entered ni any court of
competent jurisdiction.
14.6 The arbitral tribunal may consolidate an arbitration arising under or relating to this
Agreement with any other arbitration arising under or relating to this Agreement, fi the
subject of the disputes in the arbitrations arises out of or relates essentially to the same
set of facts or transactions and neither Party would be prejudiced by such consolidation.
Such consolidated arbitration(s) shall be determined by the arbitral tribunal appointed
for the arbitration proceeding that was commenced first in time, which shall preside in
the consolidated arbitrations.
14.8 The Parties expressly agree that the mandate of the arbitrators and the arbitral
tribunal duly constituted in this Agreement shall remain in effect until a final arbitration
award has been issued by the arbitral tribunal, and that (i) the arbitration proceedings
need not be completed within a specific time period; and (i) the mandate of the
arbitrators and the appointment of the arbitral tribunal shall continue until a final decision
has been issued by the arbitral tribunal.
14.9 None of the Parties shall be entitled to commence or maintain any action in a court
of law upon any matter in dispute arising from or in relation to this Agreement except for
enforcement of an arbitral award granted pursuant to this Clause 14; provided that
nothing in this Agreement shall in any way affect the right of any Party (to the extent
permitted by Applicable Law) to seek such interim relief in any court of competent
jurisdiction or from the arbitral tribunal, but only such interim relief in any court of
competent jurisdiction or from the arbitral tribunal, as may be needed to maintain the
status quo or otherwise in aid of the arbitration.
15. NOTICES
15.1 A notice, consent or other communication under this Agreement is only effective if
it is:
a. in writing; and
b. either:
1. delivered personally; or
2. sent by pre-paid post, facsimile or in electronic form (such as e-mail); to
the person and the address listed below, or as notified by the relevant
Party.
Post: Post:
Telekomunikasi Indonesia 裕昇金融科技股份有限公司
International (Taiwan) Limited (Easy Mobile)
7F-1, No. 7, Zhouzi St, Neihu District, 104, Taiwan, Taipei City,
Taipei City, 14 Zhongshan District, Chang'an
Office: +886-8752-5071 W Rd, 5F, No. 6
Attention: Attention:
Digital Retail Sales Owner
Hans Nathanael Bella Wen
Email: Email:
[email protected] [email protected]
b. if sent by prepaid registered post, seven (7) days after the date of posting
unless received earlier; and
15. 3 Either party may change its designated point of contact upon prior notice to the
other Party.
16. GENERAL
b. any right that a Party may have under this Agreement is in addition to, and
does not replace or limit, any other right that the Party may have.
16.3 Representations and Warranties Each Party hereby represents and warrants to the
other Party that:
(a) It is a body corporate duly organised and validly existing under the laws of
jurisdiction of its incorporation;
(b) The execution, delivery and performance by the Party of this Agreement have
been duly authorised by al necessary corporate action and that this Agreement
constitutes a valid and effective and legally binding contract and shall be
enforceable against the other Party in accordance with the terms herein; and
(c) It shall obtain and maintain, at its own expense, all relevant licences,
permissions, waivers or permits required to provide (or operate and use (the
Service, as the case may be, and shall comply with all applicable laws,
regulations standards and codes in relation to the Provider Party failure to
comply with the representations and warranties set forth in this Agreement.
Except as may be expressly agreed in writing between the Parties (under such express
terms as are agreed), all trade and service marks, inventions, patents, copyrights,
registered designs, design rights and all other intellectual property rights shall, be and
remain in the ownership of the relevant Party. Nothing herein shall confer or be deemed
to confer on either Party expressly, implied or otherwise, any rights or licenses in the
intellectual property of the other. Each Party shall, in the performance of this
Agreement, indemnify and keep the other indemnified from and against any losses,
damages, cost and expenses, including legal fees, as awarded by the court of
competent jurisdiction in any claim or action instituted for or arising from any
infringement of any intellectual property rights (a) prompt written notice of any claim, (b)
the right to control and direct the investigation, preparation, defence, and settlement of
the action; and (c) reasonable assistance and information.
The Parties shall be responsible to ensure that the processing of personal data is made
in accordance with any data protection and privacy law(s) which apply to each party.
Both Parties represent and warrant that they reciprocally maintain information protection
practices and procedures that comply with privacy laws.
Each Party may elect to enter similar bilateral arrangements with another operator
servicing any of the other Party's Operating Territories.
b. Neither Party may assign and/or transfer any of its rights and/or obligations
under this Agreement without the prior written consent of the other party. (which
consent shall not be unreasonably withheld); except that either Party by notice to
the other Party may assign this Agreement without consent to any of its affiliated
entities, or to any successor in interest by merger, reorganization or transfer of all
or substantially all of its assets or otherwise. Except as provided herein, any
assignment in contravention of the above shall be void and ineffective.
A right shall only be waived in writing, signed by the Party giving the waiver, and:
Each Party shall do anything (including executing any document and Annex), and shall
ensure that its employees, agents and Related Companies do anything (including
executing any document), that the other Party shall reasonably require to give full effect
to this Agreement.
Neither Party shall use the other Party's name, logos, trademarks, service marks,
copyrights, patents or other intellectual property rights (individually and collectively
"Intellectual Property") without the prior written consent of the other Party. No license to
any Intellectual Property belonging to either Party is granted (expressly or by
implication) to the other Party under this Agreement.
17. EXECUTION
17.1 This Agreement is made two (2) original copies, one (1) original for Telin Taiwan
and the other original for Partner, having the same content and equally legal power
after being executed by the Parties.
17.2 This Agreement is made in a spirit of goodwill to be obeyed and is binding on the
Parties after being signed by Telin Taiwan and Partner on the date written in the
beginning of this Agreement.
EXECUTED AS AN AGREEMENT
This Annex is attached to the Master Services Agreement between Telin Taiwan and
Partner to set out the business scheme on the Services as follows:
4. Business Scheme:
a. The Parties agree to cooperate with each other to provide the oversea worker
handphone credit instalment to the Customer with the rights and obligations as
set out below herein
b. Telin Taiwan shall act as channel of Partner in providing the oversea worker
handphone credit instalment through the Telin Taiwan application
c. Telin Taiwan shall transfer all the Customer's transaction data to Partner
through email (D+1) and Partner shall deliver follow up the inquiry and send the
goods to the customer
a. Obtain a Commission for every successful transaction obtained from the Telin
Taiwan app (does not cover other apps), amounting to NT$ 300 / successful
transaction for oversea handphone credit instalment. Moreover, there will be
additional fee of NT$500 for every 5 successful transactions, this rule applies in
multiples (monthly settlement on the next month before 10th & will get the
payment before 20th for every month)
b. Obtain access to Partner’s database for Telin inquiry and get the updates
related to maintenance activities, government regulations that cause service
changes
a. Provide & ensure Partner's oversea handphone credit instalment services can
run according to the Agreement and this Annex
Rights of Partner:
a. Obtain oversea worker handphone credit instalment data inquiry from Telin
Taiwan according to the Agreement
b. Obtain customer data from Telin Taiwan related to the oversea handphone
credit instalment business process in accordance with the applicate personal
data protection law and regulations
Obligations of Partner:
b. Provide access to Telin Taiwan access and vice versa with Partner's systems
via each other platform & provide updates related to maintenance activities,
government regulations that cause service changes
a. Partner shall send the monthly settlement report to Telin Taiwan for the basis
of commission calculation. Partner shall make any and all undisputed payments
of commission by way of bank transfer to Telin Taiwan in New Taiwan Dolar
(NT), such payments shall be made before 20 day of the month ("Commission
Due Date"). Al payment charges, including intermediary bank charge, if any, shall
be borne by Partner
c. As soon as the payment is made, Partner shall inform Telin Taiwan of the
oversea handphone credit instalment and the oversea handphone credit
instalment date.
d. If either Party wishes in good faith to dispute the monthly settlement report,
such Party must notify the other Party thereof within thirty (30) days upon
receipt. Otherwise, such Party shall be deemed to have accepted the monthly
settlement report and the commission shall be payable in accordance with the
provision in this clause.