Terms

SGS Law Firm’s Term of Business

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TERMS OF BUSINESS

Sitepu Gozali Sitorus Law Firm - Advocates and Legal Consultants is a firm partnership established and existing under the laws of the Republic of Indonesia, having its office in Ciputra Citra Towers Lt. 5 Unit J1, Jl. Benyamin Suaeb Jl. Casa Blok A6 Nomor 170, RT.13/RW.6, Kb. Kosong, Kec. Kemayoran, Kota Administrasi Jakarta Pusat, DKI Jakarta (hereinafter referred to as the “SGS LAW FIRM”);

CLIENT is as defined in the quotation/proposal.

CLIENT and SGS LAW FIRM shall collectively be referred to as the “Parties” and individually shall be referred to as the “Party”.

Article 1

Scope of Work

SGS LAW FIRM scope of work to CLIENT is as explained in the quotation/proposal, which is deemed as an integral part of this Terms of Business.

Article 2

Duty of Care and Confidentiality

  1. SGS LAW FIRM will owe CLIENT a duty to preserve the confidentiality of information, every time SGS LAW FIRM received any information from the CLIENT. For avoidance of doubt, the duty to preserve confidential information of CLIENT ends upon expiration of duration of engagement or completion of services to CLIENT as agreed in respective proposal.
  2. Notwithstanding the above paragraph, CLIENT agrees to give entitlement to SGS LAW FIRM to disclose the name of CLIENT for profile and promotional purpose to other third party, or in website, firm profile and other relevant media.
  3. CLIENT accepts that SGS LAW FIRM is not obligated to disclose or use for CLIENT’s benefit, any confidential information that SGS LAW FIRM currently has, or may obtain, in relation to any other Clients.
  4. Unless otherwise agreed, any legal services rendered by SGS LAW FIRM is for the CLIENT’s benefits alone and must not be used by or relied upon by any third parties.
  5. SGS LAW FIRM’s duty of care is to CLIENT as SGS LAW FIRM’s Client and does not extend to third parties except where such responsibility is specifically accepted by it in writing.
  6. In providing its legal services to CLIENT, member(s) of SGS LAW FIRM may have potential conflict of interests. In this context, SGS LAW FIRM establishes a ‘Chinese Wall’ procedure in which SGS LAW FIRM will keep confidential the CLIENT’s information and documents from and exclude such potential conflicted member(s) of SGS LAW FIRM as a team member handling the CLIENT’s matter. CLIENT agrees to such implementation of a ‘Chinese Wall’ procedure by SGS LAW FIRM.
  7. Unless required by the law, each of the Parties will not use, disclose, or make the confidential information available to any third party without prior written consent from the other Party.

Article 3

Indemnity

  1. CLIENT shall indemnify, defend and release SGS LAW FIRM including the partners, associates, paralegal and intern against all claims or actions filed by any party including those filed by third parties, and obligations, losses, expenses, damages, and costs related to CLIENT legal matters and SGS LAW FIRM legal service provided to CLIENT in the past, present or future in the event that such claim or action is resulted by CLIENT’s own fault and/or negligence in providing inaccurate, incorrect, false information to SGS LAW FIRM.
  2. SGS LAW FIRM’s total liability to CLIENT or any other third party is limited to the amount of legal service payment of SGS LAW FIRM by CLIENT.
  3. Notwithstanding to the statute of limitation provided by the law, CLIENT hereby waives its rights and agree to accept that statute of limitation for any claim against SGS LAW FIRM is 2 (two) years as of termination of cooperation.

Article 4

Governing Law

This Terms of Business and its implementation are governed and interpreted by the law of Republic of Indonesia.

Article 5

Dispute Settlement

In the event of any dispute arise in connection with engagement, both Parties agree to meet and try to resolve such dispute amicably within 30 (thirty) days commencing from the day such dispute is notified by one Party to another. If such dispute is unable to be resolved amicably, both Parties shall settle the dispute through West Jakarta District Court.

Article 6

Termination and Withdrawal of Engagement

  1. The Parties agree that the cooperation between the Parties can only be terminated based on written mutual agreement signed by the Parties. In the event of termination, all unpaid fees and expenses must be paid by CLIENT within 7 (seven) days of such discharge, and SGS LAW FIRM will be entitled to hold all files, documents or information on custody and control until the date of the fulfillment of any outstanding payment.
  2. For avoidance of doubt, if CLIENT terminates the engagement with SGS LAW FIRM while the nature of the agreed fee is a lump sum fee, SGS LAW FIRM is entitled to invoice CLIENT the entire lump sum fee even though all works have not been performed by SGS LAW FIRM. If the nature of the agreed cooperation is based on retainer and/or hourly basis, CLIENT must initially pay all outstanding invoice and ongoing spent hours in accordance with the invoice submitted to CLIENT after CLIENT has formally sent the termination notice in writing.
  3. SGS LAW FIRM is entitled to terminate the engagement with CLIENT in the existence of unpaid invoice as referred in Article 13 paragraph (3) hereto or request of services from CLIENT that are contradictory with morality, public order or regulations.
  4. For termination purpose, the Parties hereby agree to waive the provision in Article 1266 of the Indonesian Civil Code so the decision of the court is not required to terminate engagement.

Article 7

Working Outside Jakarta

For work outside Jakarta, meal, accommodation, transportation and per diem of two lawyers will be covered by CLIENT as further elaborated below:

  1. For domestic flight, SGS LAW FIRM standard is economic class of Batik Air (if available).
  2. Four-star hotel is a minimum standard (if available).
  3. All meals during trip is borne by Client (breakfast, lunch, and dinner).

Article 8

Non-solicitation

CLIENT is not entitled to solicit any of SGS LAW FIRM’s members (including partners, associates, paralegal or staff) during the period of engagement and 2 (two) years after the engagement is expired or terminated. CLIENT agrees to indemnify SGS LAW FIRM’s losses due to this solicitation matter.

Article 9

Conflict of Interest

For avoidance of doubt, CLIENT agrees that the role of SGS LAW FIRM as CLIENT’s legal counsel expires when cooperation with SGS LAW FIRM ends. In such case, SGS LAW FIRM will no longer have any conflict of interest to represent other party that may have conflict with CLIENT in the future provided that such work is not related with the scope of work during engagement with CLIENT.

Article 10

Document Retention Period

  1. SGS LAW FIRM and CLIENT agree that SGS LAW FIRM is entitled to delete or no longer retain all of the CLIENT’s documents, either in a form of softcopy, hardcopy, or email upon expiration of duration of engagement or completion of services to CLIENT, without prior notice to CLIENT.
  2. SGS LAW FIRM will return all original hardcopy documents to CLIENT (if any) upon expiration of duration of engagement or completion of services to CLIENT or after the fulfillment of any outstanding payment by CLIENT, whichever is the earliest.

Article 11

Appointment of Third Party

SGS LAW FIRM by its sole discretion is entitled to choose and appoint third party to provide service to complete the legal service provided by SGS LAW FIRM if required, such as but not limited to notary, translator, etc.

Article 12

General Provisions

  1. Force Majeure – No Party shall be liable to, or considered as breach or failure to perform the obligations required by this Terms of Business if it was due to any cause beyond each of the Parties’ reasonable control. Each of the Parties agrees to use both best endeavors to remove or overcome the effect of such event without any delay.
  2. Language - This Terms of Business is made in the Indonesian and English language. In the event of any inconsistency, the Indonesian version of this Terms of Business shall prevail.
  3. Suspension of Work – SGS LAW FIRM is entitled to suspend all work due to late payment of the CLIENT or dispute on timesheet or amount billed until all such matters are resolved. CLIENT agrees with SGS LAW FIRM’s entitlement to suspend all work as above and agrees not to dispute the suspension of work to any forum. In any event, SGS LAW FIRM is also entitled to terminate the cooperation of CLIENT in its sole discretion in the existence of late of payment for more than 2 (two) months after date of invoice.
  4. Invoice Payment – Any invoice issued by SGS LAW FIRM must be paid by CLIENT at the latest 7 (seven) days as of the issuance date of the invoice. If CLIENT has correction to the invoice, it can only be given at the latest 7 (seven) days as of the issuance date of the invoice. CLIENT is not entitled to correct the invoices beyond the 7 (seven) days period and any and all invoices which have been paid. This provision also applies to the termination as set out in Article 6 of this Term of Business.
  5. Amendment – Provisions in this Terms of Business can be changed, varied, or amended only through a written instrument signed by the Parties.
  6. Disclaimer – SGS LAW FIRM is not a tax consultant or registered accountant. As such, SGS LAW FIRM may refuse to provide any tax or accounting advise.
  7. Numbers of lawyers – Minimum one Partner and one Associate are handling the matter. Depending on the complexity of the matter, unless otherwise agreed, Partner in-charge is entitled to determine numbers of lawyers involved for the matter.
  8. Integral Part – This Terms of Business and quotation/proposal signed by the CLIENT shall bind the Parties and be considered as an integral part of the cooperation between SGS LAW FIRM and CLIENT.