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Contoh Surat Perjanjian Kerjasama

The Master Services Agreement establishes a partnership between Telekomunikasi Indonesia International (Taiwan) Limited and Easy Mobile to provide Handphone Credit Instalment services for overseas workers in Taiwan, with an initial term of two years. The agreement outlines the responsibilities, rights, and obligations of both parties, including service provision, liability limitations, and compliance with local regulations. It also includes provisions for service interruption, network management, and commercial conditions as detailed in annexes to the agreement.

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0% found this document useful (0 votes)
12 views26 pages

Contoh Surat Perjanjian Kerjasama

The Master Services Agreement establishes a partnership between Telekomunikasi Indonesia International (Taiwan) Limited and Easy Mobile to provide Handphone Credit Instalment services for overseas workers in Taiwan, with an initial term of two years. The agreement outlines the responsibilities, rights, and obligations of both parties, including service provision, liability limitations, and compliance with local regulations. It also includes provisions for service interruption, network management, and commercial conditions as detailed in annexes to the agreement.

Uploaded by

haliotisquamata
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PDF, TXT or read online on Scribd
You are on page 1/ 26

MASTER SERVICES AGREEMENT FOR DIGITAL RETIAL SERVICES

between
TELEKOMUNIKASI INDONESIA INTERNATIONAL (TAIWAN) LIMITED
And

裕昇金融科技股份有限公司 (Easy Mobile)

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

裕昇金融科技股份有限公司 (Easy Mobile), a company incorporated and existing


under the laws of Taiwan having its registered office at 104, Taiwan, Taipei City,
Zhongshan District, Chang'an W Rd, 5F, No. 6, hereinafter referred to as “Easy
Mobile”.

Hereinafter individually referred to as a "Party" and collectively as the "Parties".


WHEREAS:
The Parties jointly desire to cooperate to provide Handphone Credit Instalment for
Oversea Worker in Taiwan in the operating territories and bind themselves through this
Agreement.
This agreement shall have an initial term of two years from the effective date. Upon
expiration of initial term, this agreement shall automatically renew unless either party
submits a written termination notice at least 90 days prior to the end of the current term.
NOW THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:

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THE PARTIES AGREE AS FOLLOWS:
1. INTERPRETATION
1.1 Definitions
The following definitions apply in this Agreement:
Agreement means this document, the Service Schedule and the Annexes
(including any schedule to an Annex).

Annex means an Annex to this Agreement which contains the description of a


Service, and which may also contain certain commercial terms relating to the
supply of a Service.

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.

Consequential Los of a Party means any loss of profits, indirect, special,


economic, punitive or collateral loss including goodwill, revenue, bargain or
opportunities or loss or corruption of data or loss of anticipated savings or
business whether caused by negligence or otherwise and whether arising out of
or relating to the Agreement, any Service, or any failure to supply or delay ni
supplying any Service.

Creditor means a Party which is entitled to receive payment of Charges or


Commission on a statement or invoice in accordance with this Agreement.

Customer means the third party of this Agreement who purchase and obtain the
Services in accordance with the relevant Annex.

Debtor means a Party which is obliged to pay Charges or Commission on a


statement or invoice in accordance with this Agreement.

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Force Majeure Event means an event which is beyond the reasonable control of
the affected Party, including but not limited to natural disasters, acts of terrorism
or war (whether declared or not), the mobilization of armed forces, civil
commotion or riot, industrial action or labour disturbance, currency restriction,
embargo, governmental restraint, expropriation or prohibition, or a failure of a
public utility or common carrier.

Insolvency Event means:

a) bankruptcy proceedings are commenced against a Party, or a Party is declared


bankrupt;
b) any step is taken to enter any scheme of arrangement between a Party and its
creditors;
c) any step is taken by a mortgagee to enter possession or dispose of the whole or
any substantial part of a Party's assets or business;
d) any step is taken to appoint a receiver, a receiver and manager, a trustee in
bankruptcy, a liquidator, a provisional liquidator, an administrator, or other like
person to a Party or to the whole or any substantial part of the Party's assets
or business;
e) a Party suspends payment of its debts generally;
f) a Party is or becomes unable to pay its debts when they are due; or
g) any event occurs to, or in respect of a Party, which is analogous to those
described above.

ITU-T means the International Telecommunication Union-Telecommunication


Standardization Sector.

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.

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Purchaser Party means the Party which purchase the Services from the
Provider Party.

Regulatory Event means a decision, approval, failure to approve or


determination of an authority or agency exercising legislative, executive or
judicial authority over the subject matter of this Agreement pursuant to the laws
of the place the Services are provided, the country of incorporation of each Party.

Related Company, in relation to a Party, means

(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.

Service Commencement Date, in relation to a Service, means the date on


which the service commences, as agreed by both Parties.

1.2 Rules for Interpreting this Agreement


The following rules apply in interpreting this Agreement, except where the
context makes clear that a rule is not intended to apply:
a. Headings are for convenience only, and do not affect interpretation;
b. A singular word includes the plural, and vice versa;
c. If a word is defined, another part of speech has a corresponding meaning;
d. A word which suggests one gender includes the other genders;
e. A reference to:
1) a Party to this Agreement or to any other document or agreement
includes a permitted substitute or a permitted assign of that Party;
2) a document or agreement, or a provision of a document or
agreement, is to that document, agreement or provision as
amended, supplemented, replaced or novated;

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3) payment, paid or similar words mean that the funds made available
on that payment or paid are available for immediate use by the
payee;
4) a person includes any type of entity of body of persons, whether it
is incorporated or has a separate legal identity, and any executor,
administrator or successor in law of the person;
5) any statute, regulation, proclamation, ordinance or by-law includes
all statutes, regulations, proclamations, ordinances or by-laws
varying, consolidating or replacing it and a reference to a statute
includes all regulations, proclamations, ordinances and by-laws
issued under that statue
6) anything (including a right, obligation or concept), includes each
part of it; and
f. If an example is given of anything (including a right, obligation or concept),
such as by saying it includes something else, the example does not limit
the scope of that thing.

1.3 Priority of Documents


If there is any inconsistency between the terms in the body of the Agreement and
the provisions of any Annex then, in relation to that Service, the provisions of that
Annex will prevail to the extent of the inconsistency.

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2. SERVICES

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

b. to interfere with, damage, disrupt or unlawfully use or gain access to any


service, equipment or computer network.

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

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3.1 This agreement is effective from the Effective Date and it continues despite the
lapse or termination of any or all services unless and until the agreement is terminated
by written agreement of the Parties or under Clause 13 of this Agreement.

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. RESPONSIBILITY FOR NETWORKS

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. INTERUPTION OR SUSPENSION TO SERVICES

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.

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5.3 A Party may suspend, de-activate or restrict all, or any part, of a Service at any time
until further notice if:

a. the Party is reasonably required to comply with an order, instruction or request


of a government agency, emergency service or other competent authority;

b. the Party is reasonably required (in emergency circumstances) to reduce or


prevent fraud or interference within its own network;

c. in the Party's reasonable opinion, it is necessary to suspend a Service in order


to carry out repairs, maintenance, servicing or upgrading of any equipment,
software or facility forming any part of its own network whether planned or
required due to an emergency, where that Party gives the other Party as much
notice as reasonably practicable (which notice may be oral fi subsequently
confirmed in writing).

5.4 If a Service is suspended, de-activated or restricted under this Clause 5, the


suspending Party shall use its reasonable endeavors to minimize disruption to the other
Party.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1 Basic Rights and Obligations

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.

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d. The Parties shall maintain all necessary licenses, permits, and requirements to
provide the Service and perform its obligations under this Agreement;
e. The Parties shall ensure al personnel involved in provision of the Service will be
suitably skilled and experienced to perform the tasks assigned to them;
f. the Provider Party shall be informed by the Purchaser Party, promptly follow and
resolve any query, fault, defect or other interference in accordance with this
Agreement
g. The Purchaser Party shall pay all Service Fee to the Provider Party promptly on
the relevant Due Date in accordance with the provisions of this
h. The Purchaser Party shall, upon prior reasonable written request for appointment
by the Provider Party, permit the Provider Party and/or its employees, servants,
authorized agents or contractors at all reasonable times access to the other Party
Premises to enable the Provider Party to perform its duties and obligations
required under this Agreement
i. The Purchaser Party shall provide the Provider Party with all reasonable
information required by the Provider Party in connection with or for the purposes
of any of the Service provided
j. The Purchaser Party shall, in the event of any interruption or disruption of any of
the Service, promptly notify the Provider Party thereof in accordance with the
fault reporting procedures and escalation matrix as notified in writing to the
Purchaser Party

6.2 Local Regulatory Requirements

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

7.1 The commercial conditions are defined in the respective Annex

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7.2 Each party’s bank detail, billing address, and settlement contact are as stipulated in
the Schedule 1 of this Agreement.

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

b. any failure of its network or any part of it; or

c. any error or omission in relation to information transmitted through either


Party's network.

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

b. An aggregate amount of US Dollar one Hundred Thousand (USD


100,000) for all liability arising out of or in connection with this Agreement.

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

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imply warranties or conditions or impose obligations upon a Party which cannot be
excluded, restricted or modified or which cannot be excluded, restricted or modified
except to a limited extent. This Agreement shall be read and construed subject to any
such legislation. If any such legislation applies, then to the extent to which a Party is
entitled to do so, the liability of that Party under that legislation shall be limited at the
option of the relevant Party to:

a. the supplying of the Services again;

b. the payment of the cost of having the Services supplied again; or

c. any other remedy prescribed by any relevant law.

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:

a. a breach by the Indemnifying Party of any provision of this Agreement;

b. a breach by the Indemnifying Party of the terms or conditions on which it is


supplied services by other carriers or the laws of any country; or

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.

10. REGULATORY EVENTS AND AUTHORIZATIONS

10.1 The Parties agree that if a Regulatory Event occurs:

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

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b. the Parties agree to negotiate in good faith to amend this Agreement to reflect
or accommodate any Regulatory Event.

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. FORCE MAJEURE

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.

12.2 Despite Clause 12.1, the receiving Party may:

a. disclose the Information to its Related Companies, officers, employees,


contractors or professional advisers (provided that the receiving party ensures
that its Related Companies, officers, employees, contractors or professional
advisers do not further disclose the Information except in accordance with this
Clause 12); or

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b. use the information for the purposes of this Agreement; or

c. disclose or use the information without consent fi the information is:

1. at the date this Agreement is entered into, lawfully in the possession of


the receiving party through sources other than the disclosing party; or

2. generally, and publicly available (except where such availability is due


to a breach of this Agreement); or

d. such disclosure or use is:

1. Required or authorized by any law; or

2. required by the listing rules of a stock exchange on which the receiving


Party's securities or a Related Company of the receiving Party's securities
are or will be listed or quoted; or

3. strictly required in connection with legal proceedings or a dispute


resolution procedure relating to this Agreement.

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:

a. commits a breach of a material obligation of this Agreement which is not


remedied within thirty (30) days after receiving notice in writing to do so;

b. commits a breach of material obligation of this Agreement which is not capable


of remedy; or

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c. becomes subject to an Insolvency Event

13.3 Either Party shall immediately terminate this Agreement upon written notice:

a. if the governmental approval or license of either Party or its Related Carrier to


operate the telecommunications services is revoked, withdrawn or suspended
provided that a Party shall give as much notice as possible of any intended
termination under this Clause;

b. If an event of Force Majeure substantially and adversely affecting the ability of


a Party to perform its obligations continues for a period of more than three (3)
months.

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.

13.5 Upon termination of this Agreement:

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. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 This Agreement and al non-contractual or other obligations arising out of or ni


connection with it are governed by, and shall be construed in accordance with, Law of
Taiwan.

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

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notice from the other Party of the existence of the Dispute, to resolve the Dispute in the
first instance by mutual discussions between representatives of such Parties.

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.

14.5 If a Dispute is being referred to arbitration, pending submission to arbitration and


thereafter the delivery of the decision of the arbitrators), the Parties shall, as far as may
be possible, continue to perform all their obligations under this Agreement, unless this
Agreement has been terminated.

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.

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14.7 To the fullest extent permitted by law, the Parties hereby waive any rights of
appeal to any court of competent jurisdiction with respect to any question of law arising
in the course of the arbitration or with respect to any award of the arbitral tribunal,
whether interlocutory or final. Each Party hereby renounces any right ti may otherwise
have to appeal or seek relief from the award or any decision of the arbitrators contained
therein. Neither Party shall appeal to any court from the award or decision of the
arbitrators therein.

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.

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In the case of Telin Taiwan In the case of Partner

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]

15.2 The notice, consent or other communication is deemed to be received:

a. if delivered personally, on delivery;

b. if sent by prepaid registered post, seven (7) days after the date of posting
unless received earlier; and

c. if sent through email, on the sender's receipt of the system confirmation


indicating that the email has been opened at the address to which it has been
sent.

15. 3 Either party may change its designated point of contact upon prior notice to the
other Party.

16. GENERAL

16.1 Operation of this Agreement

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a. this Agreement contains the entire agreement between the Parties about the
Services. Any previous understanding, agreement, representation or warranty
relating to that subject matter is replaced by this document and has no further
effect.

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.

c. any provision of this Agreement which is unenforceable or partly


unenforceable is, where possible, to be severed to the extent necessary to make
this Agreement enforceable, unless this would materially change the intended
effect of this Agreement.

16.2 Relationship of Parties

No provision of this Agreement constitutes a joint venture, partnership or agency


between the Parties or merges the assets, liabilities and undertaking of the Parties and
neither Party has the authority to bind the other in any way (except as provided by this
Agreement).

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.

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16.4 Intellectual Property Rights

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.

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16.5 Personal Data Protection

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.

16.6 Non-exclusivity This Agreement is not exclusive

Each Party may elect to enter similar bilateral arrangements with another operator
servicing any of the other Party's Operating Territories.

16.7 Amendment and Assignment

a. This Agreement (including any Annex) can only be amended, supplemented,


replaced or novated by another document signed by the Parties. If the terms of
an Annex are varied, the revised Annex containing the new terms shall be signed
by each Party and shall supersede the existing Annex.

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.

16.8 Waiver of Rights

A right shall only be waived in writing, signed by the Party giving the waiver, and:

a. no other conduct of a Party (including a failure to exercise, or delay in


exercising, the right) operates as a waiver of the right or otherwise prevents
the exercise of the right;
b. a waiver of aright on one or more occasions does not operate as a waiver of
that right if it arises again; and

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c. c. the exercise of a right does not prevent the further exercise of a right or any
other right.

16.9 Giving Effects ot this Agreement

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.

16.10 Intellectual Property

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

Signed for and on behalf of Signed for and on behalf of 裕昇金融科技


TELEKOMUNIKASI INDONESIA 股份有限公司 (Easy Mobile)
INTERNATIONAL (TAIWAN) Limited

Master Services Agreement for Easy Mobile x Telin Taiwan


Telin Taiwan Easy Mobile
KARTIA RAUSEN IRWANDI BELLA WEN
Managing Director Owner

Master Services Agreement for Easy Mobile x Telin Taiwan


Telin Taiwan Easy Mobile
ANNEX 1 TO THE MASTER SERVICES 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:

1. Services: Handphone credit instalment for oversea worker

2. Operating Territory: Taiwan

3 Service Commencement Date: April 14th, 2025

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

d. All payments shall be the responsibility of the Partner. Accordingly, once a


customer referred by Telin purchases the Partner's services, the Partner shall
notify Telin and remit the agreed commission payment without undue delay.

e. The business scheme between the Parties are as follows:

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f. Both Parties agree to support the collaboration through joint marketing efforts.
Each Party shall post and boost at least one content on the mutually agreed
social media platforms to raise awareness about the project

5. Rights and Obligations of the Parties:

Rights of Telin Taiwan:

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

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Obligations of Telin Taiwan:

a. Provide & ensure Partner's oversea handphone credit instalment services can
run according to the Agreement and this Annex

b. Provide necessary data to Partners in accordance with government

regulations to carry out oversea handphone credit instalment needs

c. Providing product knowledge to Telin users related to existing oversea worker


handphone credit instalment services

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

c. Obtain business aspects through product knowledge carried out by Telin


Taiwan

Obligations of Partner:

a. Pay Telin Taiwan a Commission for every successful transaction obtained


from Telin Taiwan in the amount of NT$ 300 / successful transaction with a
oversea handphone credit instalment, there will be additional fee of NT$500
for every 5 successful transaction, this rule applies in multiples (monthly
settlement on the next month before 10th & will get the payment before 20 th
for every month)

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

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Telin Taiwan Easy Mobile
6. Payment of Commision

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

b. Bank details and settlement contacts are as follows:

Account Holder: Telin Taiwan


Bank Name: 兆豐銀行
Bank Address: 台北市内湖區成功路四段 68 號
Account Name: 台灣紅白電訊股份有限公司
Account Number: 051-09-01820-2
SWIFT Code: -
Settlement Contact: Hans Nathanael
Vivi Chu
Office Address: 7F-1, No. 7, Zhouzi S,t Neihu
District, Taipei City, 14
Telephone No: +886-2-8752 5071
Email: [email protected]
[email protected]

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.

Master Services Agreement for Easy Mobile x Telin Taiwan


Telin Taiwan Easy Mobile

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