This Partnership Service Level & License Agreement (“Agreement”), is made between “BaliPass“, brand of Kosong Satu Group (PT. PMA. Kosong Satu) – Jl. Pantai Pererenan No. 98C, Pererenan, Kec. Mengwi, Kabupaten Badung, Bali 80361 (hereinafter referred to as “BaliPass”) and the “Partner” listing its business on balipass.com via the “become a partner” sign up form (hereinafter referred to as “Partner”).
The Partner will offer special benefits to BaliPass members. Those benefits can be discounts, freebies, giveaways, extras, amenities, or any benefits that is included by the Partners for BaliPass members from time to time. Any changes of such benefits shall be informed to BaliPass in order for BaliPass to update such changes on balipass.com
Balipass will showcase the Partner’s venue(s) or business on all of BaliPass social media platforms (website, instagram, facebook, or any other social media platform) which will market Partner’s venue(s) or business to be enjoyed by BaliPass members with the benefits that will be decided by the Partner.
BaliPass shall endeavour to provide their best services as per this agreement, it is understood however that the showcasing of Partner’s venue(s) or business under BaliPass social media platform shall be provided in accordance with the services provided by the internet services provider and/or social media platform provider, any failure to provide those services caused by the failure of the internet services and/or social media platform provider shall not be attributed to BaliPass for any reason whatsoever.
Each Party has the right to control and direct the means, manner and method by which the services required under this Agreement will be performed in accordance to their respective services to another Party or BaliPass members.
Nature of Agreement
This Agreement in its nature shall not provide any financial return from a party to the other party. No financial transaction will take place during the term of the Agreement unless expressly specified in this Agreement. This Agreement shall only provide exposure and marketing platform/promotion to each Party and will strictly not differ from the nature of this Agreement unless agreed prior by the Parties.
Notwithstanding the provision above, BaliPass hereby provides other benefits to the Partner as follows:
- The Partner will obtain 1 (one) free BaliPass membership valid for a period of 6 (six) months. This membership can be given to any person that is chosen by the Partner;
- The Partner will obtain a discounted rate of 70% off from the official public rate before discount for 3 (three) additional members referred by the Partner;
- The Partner will gain access to the “affiliate program” where the Partner will obtain a 20% commission fee (before tax) paid by BaliPass for every BaliPass member that join the BaliPass program at the Partner’s venue(s), utilizing the Partner’s QR code displayed on location. Payment of affiliate program shall be generated and done on a monthly basis.
Any tax that arises in relation to the execution of this Agreement shall be borne by each party according to the applicable tax law.
- BaliPass membership applies on the “whole table” basis which is purchased and paid by the Balipass Member. In the event that the BaliPass Member is using his/her benefit along with his/her family members, guests and/or invitees, then such benefit will also apply the same.
- If for any reason whatsoever, a BaliPass member using his membership at the Partner’s venue sees his claim of getting the due benefits rejected by the Partner and/or the Partner’s employees, including but not limited to any reason such as: the employee didn’t know about BaliPass partnership, the employee forgot to provide the benefit, or the employee deliberately reject the usage of BaliPass in the venue), then the Partner hereby agree to pay to BaliPass, the “Membership Benefit +10%” (plus ten percent) compensation fee, which later will be forwarded to the member.
BaliPass will not keep that money but will transfer it to the member or credit it to his/her account at BaliPass.
The calculation of “Membership Benefit +10% compensation” shall be as follows (in examples):
Bill of transaction : = IDR 500.000
Membership Benefit : 20% from Bill = IDR 100.000
+10% : (from Membership Benefit) = IDR 10.000
Reimbursable amount to BaliPass = IDR 110.000
- The Parties agree that in the event of termination of this Agreement, the Parties shall provide prior formal notice that is easily accessible by BaliPass members such as: the Parties social media platform and in the Partner’s venue.
- The Partner shall endeavour to provide BaliPass members with the same professional standard services that is provided to any guests or members of the Partner.
- BaliPass reserves the right to alter, amend, add and/or adjust the terms and conditions as specified in this Agreement as per BaliPass own’s discretion.
Term of Agreement
The term of Agreement shall be valid until a party can terminate this Agreement for any reason whatsoever. In case of breach/default of by a party to another party, the party that wishes to terminate this Agreement must provide a written notice to another party at least 30 (thirty) calendar days before the date of termination.
For avoidance of doubt, any payment obligation/compensation that is due by a party to another party shall continue to be valid and binding until such amount has been fully paid.
The Parties hereby agree to waive the provision specified in article 1266 Indonesian Civil Law Code in regard to the termination of an agreement before the court.
The Partner agrees to perform the services specified in this Agreement solely as an independent contractor. The Parties to this Agreement recognize that this Agreement does not create any actual or apparent agency, franchise, or relationship of employer and employee between the parties. The Partner is not authorized to enter into or commit BaliPass to any agreements unless it is agreed in writing prior to such execution, and the Partner shall not represent itself as the agent or legal representative of BaliPass.
BaliPass shall not be liable for any employee’s compensation, severance, payment, or any form of employers’ liability to be paid to the employee(s) of Partner. Any and all such costs shall be borne by the Partner.
Intellectual Property Rights
Each party shall retain all ownership from all proprietary rights (intellectual property rights) from any and all deliverables related to the execution of this Agreement and BaliPass reserve the right to use any and all deliverables, whether in part or in a whole for the purpose of this Agreement.
The Partner hereby agrees and grant BaliPass to use any of the Partner’s intellectual property rights including but not limited to web content (logo & link), products, photos, displays, or any other related Intellectual Property Rights that is owned by the Partner or any third party that work on behalf of Partner for the purpose of execution of this Agreement. In the event that any claim or lawsuit arise for the usage of the Partner’s intellectual property rights that is used by BaliPass on its social media platform for any reason whatsoever, BaliPass shall not responsible to any risk/legal consequences of such claim or lawsuit. The Partner shall be fully responsible and hereby fully release BaliPass from the above.
Representation and Warranties of the Partner
- The Partner has read, understood, accepted, and agreed to all terms and conditions stipulated in this Agreement;
- The Partner has full authority, approval(s), and power to enter into, sign and execute this Agreement;
- The Partner submits and binds himself/herself to this Agreement and all amendment, addendum and modifications contained therein;
- That the acceptance of this Agreement will not breach or constitute a default of any provision, rules or regulations which binds the Partner;
- That the acceptance of this Agreement will not violate or constitute a default under any agreement, representation, warranty or any other document that related to the Partner;
- The Partner is not in a state of bankruptcy or authorizing a trustee, and not in a criminal or civil proceedings that will materially affect the Partner’s assets.
- The Parties agree that if any of the provisions in this Agreement are void or voidable, then such condition will not invalidate the remaining provisions that are specified in this Agreement, and if it is deemed necessary, then that provision(s):
- Must be read down thoroughly so as to be understands, valid and enforceable; or
- If after being read thoroughly, there are contradictory or false wording(s), then such wording(s) will be severed from this Agreement.
- If in this Agreement stipulates an obligation or payment obligation by a party, then, any delay will be sufficient evidence of negligence of such party, therefore, no notice, warning or court verdict is required to prove such negligence, all of whom is hereby expressly excluded.
- Any provision that specified in this Agreement will remain in force and binds the the Parties, as well as the heirs and/or recipients of the Parties at any time.
- If any power of attorney is needed by BaliPass to exercise its right to the Partner in respect to this Agreement, then such power of attorney must be deemed to be contained in this Agreement. Therefore, it no longer needs any specific power of attorney. Any and all power of attorney that granted by the Partner to BaliPass is an integral part, with substitutional right, and cannot be revoked or canceled for any reason, including but not limited to reasons contained in article 1813, article 1814, and article 1816 of Indonesian Civil Law Code (Kitab Undang-Undang Hukum Perdata).
- Inaction by BaliPass following any breach or default by the Partner of this Agreement will not be deemed as a waiver of Bali Pass’s right, and any approval or permission by BaliPass in respect of any such matter is only valid if such approval is given expressly in writing.
- This Agreement is subject to the laws of Indonesia using English language. The Parties shall provide an Indonesian Translation as necessary according to the laws of Republic of Indonesia.
- In the event of a differences in interpretation, definition or opinion arising during the implementation of the provisions of this Agreement, the Parties agree to resolve such differences amicably.
- If the differences in interpretation, definition or opinion as referred to in paragraph (1) above cannot be resolved by amicably within 30 (thirty) working days since the date of notification for amicable settlement is given by a party, then the Parties agrees to settle the dispute through the lawsuit to the district court of Denpasar, Bali – Indonesia.