A. Interpretation

In this Agreement:
i. “Case” means the case in connection with which the Company provides its Services as further described in the Work Proposal and/or the Specification (Schedule 2);
ii. “Charges” means the charges, fees and any other sums payable by the Client to the Company as set out in Schedule 3;
iii. “Confidential Information” means any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which relates to the business, affairs, finances, properties, assets, trading practices, Goods/ Services, developments, trade secrets, Intellectual Property Rights, know-how, personnel, and customers of the Company or the Client (as the case may be);
iv. “Deliverables” means all Documents, products and materials developed or provided by the Company as part of providing the Services;
v. “Document” means (whether in hard copy or electronic format) any document, drawing, map, plan, diagram, design, picture or other image, tape, disk, or other device or record embodying information in any form;
vi. “Goods” means the goods or products (if any) to be supplied by the Company under this Agreement as set out in the Special Terms (Schedule 1) and/or the Specification (Schedule 2);
vii. “Intellectual Property Rights” means any copyright and related rights, patents, rights to inventions, registered designs, database rights, design rights, topography rights, trademarks, service marks, trade names and domain names, trade secrets, rights in unpatented know-how, rights of confidence and any other intellectual or industrial property rights of any nature including all applications (or rights to apply) for, and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
viii. “Premises” means, where applicable, the premises or location where the Services are to be provided, as notified by the Client to the Company;
ix. “Services” means the services to be provided by the Company under this Agreement as set out in the Special Terms (Schedule 1) and/or the Specification (Schedule 2);
In this Agreement:
i. Any headings in this Agreement shall not affect the interpretation of this Agreement;
ii. A reference to a statute or statutory provision is (unless otherwise stated) a reference to the applicable law of the Republic of Indonesia as it is in force for the time being, taking account of any amendment, extension, or reenactment and includes any subordinate legislation for the time being in force made under it;
iii. Where the words “include(s)” or “including” are used in this Agreement, they are deemed to have the words “without limitation” following them, and are illustrative and shall not limit the sense of the words preceding them;

B. Law

The Company will provide its services to the Client on their appointment in accordance with written instructions given and in accordance with these Terms and Conditions.
Acceptance of these Terms and Conditions (or performance of the services) shall constitute an Agreement made in Indonesia and subject to the laws of the Republic of Indonesia.
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to this subject matter.
Each party acknowledges that, in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.
This Agreement may not be varied unless it is in writing and signed by the parties.
The rights and remedies of the Company set forth in this Agreement are in addition to all other rights and remedies provided by law.
Any reference to ‘written’ or ‘in writing’ includes any Documents sent by email.

C. Fees and Payment

Fees are calculated primarily on the basis of the time spent by members of the Company in connection with the instructions given, and the levels of skill and responsibility involved; such fees include time spent while travelling and carrying out quality control. Charges are also made for expenses incurred by the Company in connection with work carried out on behalf of the Client.
The Company reserves the right to add a handling charge to the cost of outside services, facilities or equipment purchased directly in connection with the instructions. Alternatively, arrangements can be made for the Client to pay directly for such costs.
The Company reserves the right to add an administrative surcharge where the fees are to be split between two or more parties. Where split between two or more parties a minimum fee applies of IDR 2,000,000/party (two million rupiah per party) regardless of the time spent.
Tax payments, including but not limited to: Value Added Tax (VAT), Income Tax (PPh), and other tax obligations shall be payable in addition to fees and expenses.
An invoice will be rendered to the Client on submission of a report or other written technical advice, or where the Company and the client agree one or more interim invoices will be rendered at convenient intervals. The Company may at its discretion require payment on account, or an interim payment, of fees and/or expenses either at the commencement of or during the course of an investigation.
The Company does not warrant that it will be possible to comply with any estimate given of the likely duration or cost of an investigation, or completion date agreed, but does undertake to keep the Client informed before any time or cost estimate is exceeded.
The Company will make a charge for all disbursements and labour costs arising from the necessary storage of items of evidence relating to an investigation (exhibit). The Client will be notified of the charges for storage of exhibits, normally at the time of the first invoice for fees on any case. These costs are charged annually and in advance. At the first and each subsequent invoice for storage charges the Client will be given the option to dispose of exhibits. Failure to pay the relevant storage charges will result in disposal of the exhibit. There may be additional charges for the disposal of hazardous or specialist disposal of exhibits.
Unless otherwise agreed all fees, charges, expenses and disbursements (Fees) are payable within 30 calendar days of the invoice date. When the deadline is missed, the Company reserves the right to charge interest and compensation due to the late payment at the rate of 2.75% above the Bank of Indonesia’s base rate (BI-Rate) at the date of invoice. The additional interest shall be invoiced monthly in advance after the invoice deadline date. The Client must stay in regular contact (at least every month) providing the Company with an update on expected timelines for completion of the matter.
The Company reserves the right to suspend the provision of its Services for so long as any amount remains outstanding.
Where the Client requests the Company to render its invoice to another party, such a request must be accompanied by an instruction letter. The Client shall remain liable for all payments so invoiced and interest (if any) until invoice has been settled in full.
Where joint instructions are received from two or more independent clients, then, unless otherwise agreed in writing, all clients or Appointers shall be jointly and severally liable for the Fees and interest (if any) calculated in accordance with clauses 3.1 to 3.10 above.
All reports and information supplied by the Company are intended for the sole use of the Client. The Client must keep any reports supplied by the Company whole and unaltered and shall not disclose the same to a third party without the Company’s prior written consent. Where a report or information supplied by the Company is disclosed by the Client. Fees are calculated primarily on the basis of the time spent by members of the Company in connection with the instructions given, and the levels of skill and responsibility involved; such fees include time spent while travelling and carrying out quality control. Charges are also made for expenses incurred by the Company in connection with work carried out on behalf of the Client.

D. Rights and Obligations

Rights and Obligations of the Client:
i. Provide all documents and information required by the Company to carry out its duties;
ii. Receive reports and results of the work performed by the Company in accordance with the agreed scope of work;
iii. Pay the Company for the services provided in accordance with the agreed terms after the work has been completed and accepted.
Rights and Obligations of the Company:
i. Perform the work to the best of its ability and in accordance with the standards and conditions agreed upon in the Specification (Schedule 2);
ii. Report the progress of the work to the First Party periodically every 14 (fourteen) Working Days.
iii. Maintain the confidentiality of information and documents obtained during the performance of the work.
iv. Complete the work within the delivery timeline. Receive payment for the services provided to the Client as per the Agreement.
v. Receive payment for the services provided to the Client as per the Agreement.
vi. In the event of any data errors provided by the Client or any other party, whether intentional or unintentional, refuse to fulfil its obligations and is not responsible for data errors caused by the Client or other parties.

E. Transfer of Rights and Obligations

The benefit of this Agreement may not be assigned by the Client without the Company's previous written consent. When such consent is given, it is conditional upon the Client's assignee accepting the conditions agreed between the Client and the Company. The Company reserves the right to amend the terms and conditions as a precondition for providing consent.

F. Intellectual Property

The copyright and all other intellectual property rights of whatever nature in the reports, photographs, videos, computer programs and other material produced or commissioned by the Company is and shall remain the sole and exclusive property of the Company.

G. Company Status

The Company maintains its independent status at all times and an instruction from a client does not prohibit the Company from acting for other parties in subsequent investigations involving that client.
Where joint instructions are sent to the Company, the instructions must include (as a minimum) the capacity in which the Company is instructed (single joint expert) together with full details of the instructing clients, the services required, time for delivery of the services (including Court deadlines and hearing dates) and whether proceedings have commenced or are contemplated. The Company may decline to accept the joint instructions until the minimum requirements have been met and further clarification has been received. All clients who have instructed the Company as a single joint expert must be copied into all instructions to the Company.
The Client shall promptly inform the Company if any order of the Court is made which affects or may affect the Company and shall provide the Company with a copy of the Court order.
The Client shall promptly inform the Company if the case upon which the Company has been instructed to provide the services has settled or is otherwise discontinued.

H. Financial Liability

Clause 8 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the client in respect of any breach of the Agreement, any use made by the client of any reports and information supplied by the Company or any part of them, any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
The Company warrants that it will carry out its duties as instructed by the Client with reasonable care and skill but all other warranties, conditions and other terms implied by statute are, to the fullest extent permitted by law, excluded from the Agreement.
Nothing in the Agreement limits or excludes the liability of the Company:
i. For death or personal injury resulting from negligence; or
ii. For any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by the Company.
Subject to the provisions of clauses 2 and 3:
i. The Company shall not be liable for loss of profits, loss of business, loss of anticipated savings, loss of goods, loss of opportunity, loss of use, loss or corruption of data or information, any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
ii. The Company shall not be liable for liquidated damages in the event of a delay, provided that the delay does not exceed 30 (thirty) working days.
iii. In the event that no insurance is applicable for such a claim, the Company’s total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance of the Agreement shall be limited to IDR 2,000,000,000 (two billion rupiah) in respect of any one claim or series of claims.
The Company shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing or failure to perform any of the Company’s obligations under this Agreement if the delay or failure was due to any cause beyond the Company’s reasonable control.

I. Dispute Resolution

In the event of a dispute or disagreement regarding the execution of this Agreement, both parties agree to resolve it through mutual consultation and agreement.
In the event of any dispute, controversy or claim arising out of or in connection with this Agreement, the laws of the Republic of Indonesia will govern.
If resolution through mutual consultation cannot settle the dispute, the dispute will be resolved through the West Jakarta District Court (PN Jakarta Barat) in accordance with the prevailing laws in Indonesia.

J. Termination of Agreement

Either party may (without limiting any other remedy) at any time terminate the Agreement by giving written notice to the other if the other commits any breach of the condition(s) within this agreement and (if capable of remedy) fails to remedy the breach within 30 working days after being required by written notice to do so or if the other goes into liquidation or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver appointed
In the event that the Agreement is terminated, the Client shall pay for all services carried out up to the date of termination in accordance with Clause 1 above.
If the termination of this Agreement is caused by the Client's deliberate termination or breach of contract, the Company is entitled to request full payment under the Agreement, and is not liable for any work already performed.
If any provision of this Agreement is deemed to be contrary to regulations and is considered null and void, only that provision shall be deemed invalid, and it shall not affect the validity of the Agreement as a whole.
If the Company is compelled to terminate the Agreement due to circumstances beyond its control or without fault on its part, the Client shall remain liable for reimbursing all costs incurred by the Company, and the Company shall bear no liability in this regard.

K. Complaints

In the event of any dissatisfaction with any of the services provided by the Company, the Client should first discuss the matter with the case manager responsible for the related investigation within 14 (fourteen) calendar days of the service being provided.

L. Confidentiality

Both parties agree to keep confidential all information received from the other and not to use it for any purpose outside the scope of this Agreement. This obligation does not apply to information that is publicly known, lawfully obtained from other sources, disclosed with the other party’s prior written approval, or disclosure is required by law, regulation, or legal process, including but not limited to court orders, subpoenas or government investigations.
Any report provided by the Company to the Client is confidential and may only be used for the purposes expressly outlined in this Agreement. The Company shall not be held liable for any use of the report beyond the agreed scope of this Agreement.
The confidential information belonging to the Client as referred to in this clause includes, but is not limited to, insurance policies, insurance survey reports, loss adjustment reports (adjuster), and any other related documents provided to the Company in connection with the performance of this Agreement

M. Force Majeure

Neither the Company or the Client shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could be foreseen, was unavoidable, including but not limited to, riots, floods, fires, earthquakes, hurricanes, pandemics, wars, terrorism, governmental actions, significant disruptions to technology infrastructure, or delays in transportation for any reason not caused by the Company.
Both parties will negotiate to find the best solution to mitigate the impact of the Force Majeure event.

N. General

This Agreement is binding and applicable to the parties and their respective successors of rights and obligations.
Matters not regulated in this Agreement will be resolved based on mutual agreement between both parties.
No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
The Appointer acknowledges that when acting on behalf of a Client it will notify the Company of such arrangement and provide the Company with all claim, policy and reference numbers. The Appointer’s client is also bound by this Agreement. Any actions taken by the Appointer on behalf of their client shall be legally binding on both the Appointer and their client. In the event of any inconsistency or conflict between the terms and conditions of this Agreement and the work proposal entered into by the Company with the Client or the Appointer, the provisions of the work proposal shall prevail. The framework agreement shall take precedence over any conflicting or inconsistent terms and conditions. If the Appointer wishes to make any additions, a new work proposal and agreement must be created with the Company.
In the event of any differences in interpretation between the Indonesian version and the English version of this Agreement, the Indonesian version must prevail.
Should any provision of this Agreement be held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the Agreement and the remaining provisions shall continue in full force and effect and shall not in any way be affected, impaired, or invalidated.

- TERMS & CONDITIONS -

Last Update: 26/2/2025