In this Agreement:
“Agreement” means this agreement and includes any terms set out in the House Rules and the Booking;
“Additional Services” has the meaning given to such term in clause 5(b);
“Booking” means the booking request made by a User or day pass/ short term pass offered by JustCo or such other arrangement made between a User and JustCo (whether orally or in writing) for a User to access and use the Premises;
“Claim” means any claim, action, demand, proceeding, judgment or order however arising, whether in connection with or relating to this Agreement, or at law, or in equity, or by statute, and whether by a party to this Agreement or by any other person or entity;
“Group Company” means any entity: (i) at least 50% of whose voting shares are owned or Controlled, directly or indirectly, by JustCo; (ii) which owns or Controls, directly or indirectly, at least 50% of the voting shares of JustCo; or (iii) at least 50% of whose voting shares are under common ownership or Control, directly or indirectly, with the voting shares of JustCo; and “Control” or “Controlled” (or any variation thereof), for the purpose of this definition only, means: (i) the ownership of more than 50% of the voting rights in JustCo; (ii) the right to appoint or dismiss a majority of the board of directors or other similar managing body of JustCo; or (iii) the power to determine (whether by the holding of shares, possession of voting rights or by virtue of any other power conferred by the articles of association, constitution, partnership deed or other documents regulating JustCo) the outcome of decisions about the management, financial or operating policies of JustCo;
“House Rules” means the rules applicable to the use of the Premises made available to the User;
“JustCo” means PT ANUGRAH INOVASI INDONESIA;
“Other Users” means (other than the User) those persons who are using the Premises, and “Other User” means any of them;
“Permitted Occupier” has the meaning given to such term in clause 4(b)(i);
“Personal Data” has the meaning given to such term in the Privacy Laws;
“Personnel” means officers, employees, agents and subcontractors;
“Premises” means the relevant JustCo center specified in the Booking;
“Privacy Laws” means any applicable law or regulations relating to the protection of Personal Data, including Law No. 11 of 2008 on Electronic Information and Transactions, Government Regulation No. 71 of 2019 on Implementation of Electronic Systems and Transactions, and Regulation of Minister of Communications and Informatics No. 20 of 2016 on Personal Data Protection within Electronic Systems, and all of their amendments and successors;
“Services” has the meaning given to such term in clause 3(a); and
“Service Fee” means the fee payable for the Booking. “User” means the relevant person who has been granted a licence to access and use the Premises under the Booking.
- Provision of Service
- JustCo shall provide the User with the Services during the period specified in the Booking, subject to the provisions of this Agreement, the Booking and the House Rules.
- The User acknowledges and agrees that:
(i) this Agreement does not confer upon the User a lease or tenancy or any right of exclusive possession or any ownership of any part of the Premises and that the Premises remain in JustCo’s possession and control; and
(ii) the availability of the Services under this Agreement is subject to compliance by the User of its obligations under this Agreement, the Booking and the House Rules and subject to change from time to time at JustCo’s discretion.
- The User acknowledges and agrees that JustCo:
(i) shall collect and use the Personal Data of the User, including the information included in the Booking, and may from time to time collect and use Personal Data from the User and Permitted Occupier for the purpose of (1) fulfilling JustCo’s obligations under this Agreement or applicable laws or (2) complying with directions from governmental authorities. The User further agrees to facilitate any such collection of Personal Data from its Permitted Occupier; and
(ii) may record the common areas in the Premises via video for security purposes.
- JustCo shall comply with the Privacy Laws when collecting, using and storing such Personal Data.
- The User acknowledges and agrees that the House Rules form a part of this Agreement and that JustCo may vary the provisions of this Agreement or of the House Rules (including without limitation making any additions or deletions) as it deems reasonably appropriate or necessary. To the extent of an inconsistency between the terms of this Agreement and the House Rules, this Agreement prevails.
- JustCo’s Obligations
- JustCo agrees to provide to the User during the period specified in the Booking the services specified in the Booking (together with the rights set out in paragraph (b) below, as applicable, the “Services”).
- The Services include:
(i) access to the Premises; and
(ii) non-exclusive use of the passageways, lavatories, pantries, breakout areas and other common areas, and any other common facilities in the Premises.
- User’s Obligations
- The User agrees to:
(i) comply with its obligations under this Agreement, the Booking and the House Rules as well as all applicable laws which may from time to time be imposed on the use of the Services;
(ii) take reasonable care of the Premises (including without limitation the machinery, equipment, items, equipment and cable connections, furniture and fittings) and keep them in good and clean condition;
(iii) not carry out any alterations, additions or any changes of a structural nature or otherwise to the Premises;
(iv) ensure that the Premises are secured when leaving the Premises;
(v) not do or permit anything be done on the Premises, that is or likely to, in JustCo’s reasonable opinion:
A. be a nuisance or annoyance or harassment;
B. interfere with the quiet, comfort and peace of such premises;
C. cause any injury, damage or loss to JustCo or any Other User or any other person or entity; or
D. be unlawful, immoral or illegal in nature or constituting a criminal offence or tortious act under any applicable laws; and
(vi) not carry out its own repair or rectification works in the Premises.
- The User acknowledges and agrees that:
(i) unless otherwise specified in the Booking, each Booking only entitles 1 individual to enter and access the Premises. If the User wishes to invite any other individuals to the Premises (“Permitted Occupier”),the User requires JustCo’s prior written consent, which may be subject to such terms and conditions to be imposed by JustCo;
(ii) the User is responsible for any Permitted Occupier;
(iii) any breach of the User’s obligations in this Agreement or the House Rules by a Permitted Occupier shall be deemed to be a breach of this Agreement by the User.
- The User agrees to:
- Fees, Payment and Invoicing
- The User shall pay the Service Fee at the time of making the Booking.
- (Additional Service Fee and Other Amounts) The use of any additional services (“Additional Services”) which are not part of the Services shall be subject to additional charges immediately payable by the User.
- (Administrative Fees) Where applicable, the User must pay any bank administrative fees, bank charges, transactions costs, credit card fees and foreign exchange charges incurred in relation to this Agreement and the Booking.
- (Overstaying Fees) The User shall be responsible for additional charges in the event that the User remains in the Premises beyond the period specified in the Booking.
- (Taxes) All amounts specified in this Agreement are exclusive of sales, use, excise and goods and services taxes, value added taxes and other similar taxes. In addition to paying all amounts payable under this Agreement, the User shall also pay such taxes where applicable on all such amounts and, if requested by JustCo, provide to JustCo evidence of such payment.
- (Currency) All amounts specified in this Agreement are stated in Indonesian Rupiah unless specified otherwise.
The User is encouraged to take out and maintain, at its own cost, for the duration of its use of the Premises, insurance that covers the User’s belongings and effects, and any third-party liability and/or liability to the Permitted Occupiers. Should the User choose not to take out and maintain any insurance, then the User hereby releases and indemnify JustCo from all loss and damages which may arise out of the User’s failure to effect the said insurance or which would have been covered by such insurance if it had been effected.
- Compliance with laws
- Each party must comply with all applicable laws where the Premises are located including all Privacy Laws and all privacy laws of each other country in which Personal Data is received, collected, held, used or disclosed by that party in connection with this Agreement.
- If the User is excluded from the operation of all or part of any Privacy Laws, the User agrees to comply with those Privacy Laws as if it were bound.
- Each party shall keep the provisions of this Agreement confidential and shall not disclose any such provision to any other person or entity without the prior written consent of the other party, provided that JustCo or any Group Company shall have the right to identify the User as a user of the Premises.
- The confidentiality obligations in this clause do not apply to information that:
(i) is or becomes legally in the public domain without a breach of such confidential obligations; or
(ii) is required to be disclosed by law.
JustCo may immediately terminate this Agreement by written notice if the User has breached any provision of this Agreement, the Booking and/or the House Rules.
- Effect of termination or expiry
Upon the termination or expiry of this Agreement:
(i) the User’s right to have access to or use the Premises shall immediately cease;
(ii) the User shall pay to JustCo all other amounts payable under this Agreement and not yet paid (regardless of whether any such amount had been previously invoiced);
(iii) any items, belongings and/or personal effects left behind by the User, its Permitted Occupiers will be deemed to have been abandoned and JustCo may dispose of such items in any manner at its sole discretion. JustCo is not liable for any disposal of such items under this clause and the User shall be responsible for paying any fees reasonably incurred by JustCo in disposing such items.
- Non-Compete and Non-Solicit Restraint
The User acknowledges and agrees to:
- not, at any time during the Booking and 3 years after the Booking, directly or indirectly, through another business or affiliate, offer to any Other User services which are of a similar nature to, or in competition with, those offered by JustCo or a Group Company under this Agreement;
- abstain from any direct or indirect soliciting of Other Users within the Premises; and
- not solicit or offer employment to any of JustCo or Group Company’s Personnel.
- JustCo’s Liability
- JustCo and/or the relevant Group Company provides the Services and Additional Services on an “as is” basis and to the maximum extent permitted by law, excludes any representation, warranty, condition, guarantee or undertaking that may be implied by law or statute into this Agreement.
- Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the User by any consumer protection legislation or any other applicable law that cannot be lawfully excluded, restricted or modified (“Non-Excludable Obligation”). However, to the fullest extent permitted by law, JustCo’s liability for a breach of a Non-Excludable Obligation is limited, at JustCo’s option, to the cost of supplying the Services again or payment of the cost of having the Services supplied again.
- Other than any wilful default, gross negligence or fraudulent conduct on JustCo’s part, JustCo is not responsible for and the User releases JustCo from any claims or liability arising out of or in relation to:
(i) any interruption, disruption or cessation in the User’s use of the Premises;
(ii) any damage, injury or loss caused by any Other User or persons on the Premises;
(iii) any accident, happening or injury suffered on the Premises; or
(iv) any damage to or loss of any goods or property on the Premises.
- JustCo does not represent, warrant or guarantee to the User any condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement.
- Neither JustCo nor any Group Company shall be liable to the User, in any circumstances, for any special, indirect or consequential damages, including without limitation any loss of profits or losses related to business interruption.
- JustCo shall not be responsible for any mail, package or any other delivery addressed for delivery to the Premises.
- The User agrees that it shall not commence any action or proceeding in connection with or relating to this Agreement unless such action or proceeding is commenced within one month of the occurrence of the alleged cause of action that is the subject of such action or proceeding.
- The User’s Liability
- The User shall be liable for, and hereby indemnifies and holds harmless JustCo, each Group Company and their respective Personnel (the “Indemnified Persons”) from and against, all Claims arising out of or in connection with any breach by the User of this Agreement, the Booking and/or the House Rules or the use of the Services or Additional Services by the User (except to the extent any such Claim arises due to JustCo’s gross negligence or wilful default).
- The User indemnifies the Indemnified Persons for any and all costs incurred for repairs or replacement to make good any damage resulting from the use by the User of the Premises, fair wear and tear excepted.
- Limitation of liability
- Each party’s liability under this Agreement will be reduced proportionally to the extent that the liability is caused by the other party.
- Neither party shall be liable for any delays in the performance of obligations under this Agreement (other than payment obligations) resulting from circumstances or causes beyond its reasonable control, including without limitation power outages, fire or other casualty, natural disaster, act of God, epidemic, strike or labour dispute, war or civil unrest, terrorism, or any law, order or requirement of any governmental authority.
- (Entire Agreement) This Agreement together with the House Rules and any terms set out in the Booking constitute the entire agreement between JustCo and the User with respect to the subject matter of this Agreement. The User acknowledges it has not relied on any representations or warranties outside of this Agreement in entering into this Agreement.
- (Severability) If any part of the provisions of this Agreement is illegal or unenforceable, it will be severed from these provisions and the remaining provisions will continue in full force and effect.
- (Relationship) The relationship between the parties is one of independent contractors. Nothing in this Agreement creates or implies any partnership, joint venture, fiduciary, agency or employment relationship between the parties. Each party is engaged in the operation of its own respective business, and neither party shall have any right, power or authority to create any obligation, expressed or implied, on behalf of the other party.
- (Jurisdiction and Dispute Resolution) This Agreement is governed by the laws of Indonesia. Any and all disputes, controversies, and conflicts arising out of or in connection with this Agreement or the implementation of this Agreement shall be settled by arbitration to be held in Jakarta, in the English language under the Rules of the Indonesian National Arbitration Board (“BANI”) having its address at Wahana Graha Lt. 1&2, Jl. Mampang Prapatan No. 2 Jakarta 12760 for the time being in force.
- (Waiver to Article 1266 of the Indonesian Civil Code) For the purpose of termination and/or dissolution and/or rescission of this Agreement, the parties hereby waive the applicability of the provisions under Article 1266 of the Indonesian Civil Code, to the extent that the court order and/or decision would otherwise be required to validly terminate and/or dissolve and/or rescind this Agreement.
- (Assignment) The User must not assign or novate any of its rights or obligations under this Agreement without prior written consent from JustCo. JusCo may assign its rights or novate this Agreement to any Group Company.
- (Communication) Any invoice, notice, demand or other communication to be served on a party must be in writing. Notices may be sent by letter or email, and will be deemed to have been received on the date and time delivered to the address or if sent by email, on the date and time that the email was sent (as evidenced in the sender’s email sent history).
- (Waiver) Mere delay by a party in exercising any right does not constitute a waiver of that right, nor will any waiver (either wholly or in part) by a party of any particular right operate as a subsequent waiver of the same or any other right of that party. JustCo’s rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
- (Language) This Agreement is made in the English and Bahasa Indonesia languages. In the event of any discrepancy or inconsistency between the two language versions, the English language version shall prevail. For the avoidance of doubt, the existence of two language versions of this Agreement is not to be construed by any party as creating different rights and obligations, or duplication or multiplication of the rights and obligations of either party under this Agreement.
- (Survival) Clauses 5 (to the extent any amounts remain outstanding), 8, 10, 11, 12, 13, 14(d) and 14(i), and all other provisions of this Agreement reasonably expected to survive the expiry or termination of this Agreement, shall survive the expiry or termination of this Agreement.
Updated as at 23 September 2021
Diperbarui pada bulan 23 September 2021