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SERVICES AGREEMENT

This Services Agreement (“this Agreement”) is made and entered into


by and between:
Party A: SLOE GEM PTE. LTD.
Address: 120 ROBINSONROAD, #13-01, SINGAPORE 068913
Email: yushengnan@sloegem.com

Party B: kelvin Wilbent Daffa


Address: komplek sekneg lama no 24. Kelurahan grogol selatan. Kebayoran lama.
Jakarta selatan
Email: kelvin.daffa@gmail.com

WHEREAS, Party B has sufficient experience and resources in coordinating and


managing various promotional activities.
WHEREAS, Party A would like Party B’s assistance in promoting Party A’s products
via their own promotional resources;
NOW, THEREFORE, the Parties intend to enter into this Agreement and make the
respective representations, warranties, covenants and agreements set forth herein.

Article 1: Scope of Work


1.1 During the Term, Party B shall provide the services (Services) under the scope of
work attached to this Agreement as APPENDIX I SCOPE OF WORK to the
satisfaction of Party A.
1.2 During the Term, Party A is entitled to add, reduce, or modify the scope of work
mentioned in Clause 1.2, and Party B shall not refuse such change without any
reasonable cause.
1.3 Party B acknowledges that during the Term, Party A shall be entitled in its
discretion to engage the services of other entities to provide the same or similar
services hereunder worldwide at any time.

Article 2: Payment
2.1 The total amount of Service Fees hereunder is [ Rp 600,000 ].
2.2 With respect to the payment of the Service Fees set forth in Article 2.1 hereof, Party
A shall make payment to Party B with the amount agreed upon. Party B is solely
liable with any taxes being held against in his/her interests.
2.3 After the services agreed in this Agreement have been fully performed, to the
reasonable satisfaction of Party A and the accepted by Party A in writing, Party B
shall issue to Party A an invoice in compliance with Party A's requirements, and
Party A shall pay the Service Fees within [ 14 ] days after its receipt of such
invoice.
2.4 Payments under this Agreement shall be made in IDR to the bank account
designated by Party B.
The account information of Party B is as follows:
Beneficiary Account number:
Beneficiary Name:
Beneficiary Address:
Bank Address:
Beneficiary Bank Name:
Bank City and State:
Bank Country: Indonesia
ABA or SWIFT Code:
2.5 The Parties agree that the Service Fees to be paid by Party A to Party B have
included all the fees payable by Party A with respect to all services provided by
Party B to Party A under this Agreement. For the avoidance of doubt, Party B shall
be responsible for payment to third party (if any) for the services under this
Agreement and Party A shall have no obligation to pay any fees to third party.

Article 3: Delivery and Acceptance


3.1 After Party B finishes service prescribed in this Agreement, Party B shall submit
delivery confirmation application to Party A, and Party A shall issue to Party B a
written delivery confirmation (including but not limited to email) which shall be
deemed as the basis of delivery and date of delivery.
3.2 Party A shall conduct acceptance within five (5) working days after the delivery by
Party B (hereinafter referred to as "acceptance period"). In case Party A finds any
defect, quantity discrepancy or other non-conformance for the delivery contents of
Party B during the acceptance period, Party B shall make rectification of [2] re-edit
per influencer at its own expense. If there is no objection, Party A shall issue the
acceptance confirmation in writing (including but not limited to email) as the basis
of acceptance. Inspection confirmation shall be the only evidence that Party B
requires Party A to pay the corresponding fees, and Party B shall not require Party
A to pay for the delivered contents that have not been accepted by Party A.
Notwithstanding the foregoing, if Party B fails to fully satisfy the agreements under
this Agreement after making rectification twice, the delivery of Party B shall be
deemed as unsatisfactory, and Party A has the right to terminate this Agreement
unilaterally without paying any fees to Party B. Meanwhile, Party A has the right to
claim against Party B the liability for breach of Agreement set forth in Article 7.2
hereof.
3.3 Party B agrees and confirms that Party A has the final right to determine whether
the contents of Party B's delivery comply with the provisions of this Agreement.

Article 4: Intellectual Property Rights, Portrait Rights and Other Legal Rights and
Interests
4.1 Party B acknowledge and respect the intellectual property rights owned and/or
legally used by the Party A (hereinafter collectively referred to as the "Party A’s
Intellectual Property "), and nothing herein shall be deemed to authorize Party B
to use any Party A’s Intellectual Property unless otherwise expressly set forth in
this Agreement.
4.2 Party B warrants that the services provided hereunder do not contain any content in
competition with the business that Party A is operating, do not violate any laws,
regulations, policies and other regulatory documents or regulatory requirements of
the country where the services are provided, do not have any content in violation of
law or public morals, do not infringe the legitimate rights and interests of any third
party (including, but not limited to, intellectual property right, rights of reputation,
portrait rights, privacy rights, etc.), and do not involve pornography, violence,
politics, racial discrimination, religion, or other illegal or sensitive content..
4.3 If the services provided by Party B to Party A contain any third party’s rights or
interests, Party B shall obtain a prior written license from such third party to enable
Party A to use such services for the purpose of this Agreement.
4.4 In performing this Agreement, Party B may have access to the logos and
trademarks owned by Party A ("Party A’s Marks"). Party B warrants that Party B
will use Party A’s Marks only for the purpose of this Agreement. Except for the
foregoing, Party B shall not use any Party A’s Marks in any manner, nor shall it
cause or permit any other person to use any Party A’s Marks. Party B agrees not to
at any time contest the ownership of Party A’s Marks or any rights relating thereto,
nor cause or assist a third party to raise any such contest. Party B shall not conduct
any act that might jeopardize or impair the rights or value of Party A's Marks.
4.5 Article 4 shall survive the termination of this Agreement, and the rights and
obligations corresponding thereto shall not extinguish by altering, rescinding or
terminating this Agreement.

Article 5: Rights and Obligations


Rights & Obligations of Party A:
5.1 During the Term of this Agreement, Party A has the right to supervise Party B's
services at any time and to propose suggestions of Party B's services, and Party B
shall improve its services according to Party A's comments.
5.2 Party A shall provide Party B with materials necessary or related to the Services;
5.3 Party A shall make full payment to Party B in accordance with this Agreement
provided that Party B has fully performed all its contractual obligations according
to this Agreement.
Rights & Obligations of Party B:
5.4 Party B shall make its best endeavor to promptly perform the Services in
accordance with Party A's reasonable instructions.
5.5 If the Services fail to meet any requirements of this Agreement due to Party B's
cause, Party B shall promptly make such rectification and bear the expenses arising
therefrom.
5.6 5Party B shall not assign, transfer, mortgage, charge, subcontract any of its rights
and obligations under this Agreement without Party A's written approval.

Article 6: Party B's Representations and Warranties


6.1 Party B represents and warrants that it has full capacity and abilities to perform this
Agreement, the execution and performance of this Agreement do not violate any
laws and regulations or any prior legal documents binding upon it, and there is no
dispute, lawsuit, penalty or other impediment that may affect Party B's performance
of this Agreement. If any dispute arises between Party B and any third party due to
the above-mentioned dispute, Party B shall settle such dispute by itself and ensure
that Party A shall not be involved or affected;
6.2 Party B represents and warrants that in the performance of the obligations under
this Agreement and engagement in the relevant activities, Party B will not violate
the provisions of laws, regulations and policies, requirements of the competent
authorities, infringe any rights of any third party, or publish any statement
unfavorable to the People's Republic of China, express any negative statement that
will affect the social stability or commit any other statements that may have
negative news or adverse social influence (including but not limited to defamatory
statement, gender discrimination, religious and racial discrimination, politically
sensitive issues, etc.);
6.3 Under no circumstances shall Party B take advantage of any media (including, but
not limited to, newspapers, magazines, television, websites, forums, communities,
group messages, instant messaging products, etc.) to publish information and
statements that distort, slander or damage the brand image of Party A or may cause
other persons to create a negative impression on the brand image of Party A.
6.4 Party B shall indemnify Party A against all liabilities, costs, expenses, damages and
losses (including but not limited to any direct, indirect or consequential losses, loss
of profit, loss of reputation and all interest, penalties and legal costs and all other
professional costs and expenses) suffered or incurred by Party A arising out of or in
connection with any third-party claims or any action, adjudication or decision taken
against the Party A by any regulatory body, in each case directly or indirectly
arising (in whole or in part) out of any breach of clause 6.1-6.4. At the same time,
Party A has the right to immediately terminate this Agreement without any
liabilities.

Article 7: Liabilities for Breach


7.1 Unless otherwise provided for in this Agreement, if a Party violates any provisions
of this Agreement or its failure to assume or failure to promptly or fully assume its
obligations under this Agreement constitutes a breach of contract, the non-
breaching Party has the right to send a written (including the form of email) notice
to the breaching Party requiring the breaching Party to rectify such breach and take
full, effective and timely measures to eliminate the consequences of such breach. If
the breaching Party fails to rectify such breach or take full, effective and timely
measures to eliminate the consequences of such breach within ten (10) days upon
receipt of the written notice, the non-breaching Party has the right to terminate this
Agreement unilaterally. The breaching Party shall compensate for the economic
losses of the non-breaching Party caused by its breach (including but not limited to
compensation, penalty, attorney fees, legal costs, etc.).
7.2 If Party B breaches the provisions of Article 4, Article 5 and Article 6 hereof, Party
B shall be deemed to breach this Agreement and Party A shall have the right to
unilaterally terminate this Agreement. Party B shall immediately refund the Service
Fees which Party A has already paid and compensate for all the losses suffered by
Party A.

Article 8: Term
The cooperation term hereunder shall be from 1 July, 2023 to 30 September 2023
GMT +7, Jakarta Time ("Term").

Artucle9: Amendment and Termination


9.1 Party A shall be entitled to terminate this Agreement on [5] days' written notice at
Party A's absolute discretion.
9.2 Party A shall be entitled to terminate this Agreement on written notice with
immediate effect, whether or not the Party B has been suspended previously, if
Party B:
A) is in breach of any material obligation contained in this Agreement and (where
such breach is capable of remedy) has failed to remedy that breach within [5]
days of being notified of it;
B) is incapacitated or prevented from rendering the Services for more than either
[5] consecutive days or [5] days in the aggregate;
C) has committed a crime or has become involved in any situation or activity
(including use or other association with illegal or illicit drugs) which tends in
the reasonable opinion of Party A to expose Party A to disrepute, contempt,
scandal or ridicule, or would tend to shock, insult or offend the public in any
territory in which Party B is rendering Services, or reflects unfavorably on
Party A's reputation or products or if any act or conduct of Party B shall
prejudice the production or successful sales and exploitation of Party A’s
product. Party A's decision on all matters arising under this clause shall be
conclusive.
D) goes bankrupt or any of their businesses become insolvent.
9.3 On termination of this Agreement:
A) Party B shall cease to associate themselves with Party A and remove references
to Party A and its product from their social media profiles and, to the extent so
requested by Party A, any social media posts on which they have control;
B) neither party shall have any further obligation to the other under this
Agreement except as provided in this Agreement;
C) the Parties shall retain all rights, remedies and obligations that have accrued or
become due prior to termination; and
D) Party A will remain entitled to all rights granted or assigned to it under this
Agreement.

Article 10: Confidentiality


10.1 All information, data and content acquired by either party ("Receiving Party")
from the other party ("Disclosing Party") in the execution and performance of this
Agreement shall be deemed to be the confidential information of the disclosing
party. Without prior written authorization of the disclosing party, the receiving
party shall neither disclose such confidential information to any third party in any
manner, nor use such confidential information for any purpose other than
performance of obligations under this Agreement. The obligations of confidentiality
under this Agreement continue in effect until the disclosing party informs the
receiving party in writing that the information in question no longer belongs to its
Confidential Information. The receiving party shall bear the corresponding liability
for compensation if it causes losses to the disclosing party due to its violation of
this Article.

Article 11: Force Majeure


11.1 If during the performance of this Agreement, any objective event which is
unforeseeable, unavoidable and insurmountable by a party, which renders the
Agreement unable to be performed, such party shall promptly notify the other
party in writing as soon as possible and shall provide certification issued by
relevant notarization organization within 15 days thereafter. The Parties shall
negotiate relevant remedial measures and sign a separate written agreement. The
failure to perform this Agreement due to notarized force majeure shall not
constitute the breach of this Agreement. However, if force majeure occurs after
the delay of performance of this Agreement, the delay in performance of this
Agreement will not be released from the responsibility.

Article 13: Waiver


13.1 No failure or delay by a party to exercise any right or remedy provided under this
Agreement or by law shall constitute a waiver of that or any other right or
remedy, nor shall it prevent or restrict the further exercise of that or any other
right or remedy. No single or partial exercise of such right or remedy shall
prevent or restrict the further exercise of that or any other right or remedy.

Article 14: Governing law and Jurisdiction


14.1 This Agreement shall be governed by and construed in accordance with the laws
of PRC (excluding the laws of Taiwan, Hong Kong and Macau), without regard
to the conflicts of laws principles thereof that would result in the application of
any other laws.
14.2 Any dispute, controversy or claim arising out of, in connection with or relating to
this Agreement, including the interpretation, validity, invalidity, breach or
termination thereof, shall be settled by arbitration. The arbitration shall be
conducted in Hong Kong at the Hong Kong International Arbitration Centre (the
“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in
effect, which rules are deemed to be incorporated by reference into this
subsection (ii). The arbitration tribunal shall consist of three (3) arbitrators to be
appointed according to the HKIAC Administered Arbitration Rules. The
arbitration shall be conducted in the Chinese language. The costs of arbitration
shall be borne by the losing Party, unless otherwise determined by the arbitration
tribunal. The award of the arbitration tribunal shall be final and binding upon the
Parties, and the prevailing Party may apply to a court of competent jurisdiction
for enforcement of such award.

Article 15: Miscellaneous


15.1 The Parties to this Agreement are independent parties. The execution of this
Agreement shall not be deemed to constitute any partnership, joint venture, labor
or other similar relationship between the Parties.
15.2 This Agreement constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether written or
oral, relating to its subject matter.
15.3 If any term or provision of this Agreement becomes or is found by a court or
tribunal of competent jurisdiction to be illegal or invalid, it shall be deemed to be
excluded rather than forming the terms of this Agreement. This Agreement shall
be construed in accordance with the law so far as possible according to the intent
manifested by the illegal or invalid terms, and all the remaining provisions of this
Agreement shall continue to be in full force and effect.
15.4 In respect of any notifications to be made pursuant to the provisions of this
Agreement, either Party may deliver such notifications to the other party using
the addresses, emails, and telephone numbers on the first page of this Agreement
(being the designated contact information of the Parties).
15.5 This Agreement is in English and enters into force when signed by the Parties on
the date below. This Agreement may be executed in any number of counterparts,
each of which shall constitute one and the same instrument. The executed
signature page of this Agreement shall be delivered to the other Party via email,
and the Parties jointly acknowledge such method of electronic execution and
recognize its legal effect.

[The remaining of this page is intentionally left blank.]


IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on and as
of the date written below.

PARTY A
Signature:
Date: 27/6/23

PARTY B
Signature:
Date:
APPENDIX I SCOPE OF WORK

1 Contact
Party A: SLOE GEM PTE. LTD.
Address: 120 ROBINSON ROAD, #13-01, SINGAPORE 068913
Phone: +62 878-5586-6868
Email: yushengnan@sloegem.com

Party B: Kelvin Wilbent Daffa


Address: komplek sekneg lama no 24. Kelurahan grogol selatan. Kecamatan
kebayoran lama jakarta selatan
Phone: 081513944518
Email: kelvin.daffa@gmail.com

2 Services
Party B shall provide the following services to Party A:

Post 1 TikTok video for each KOL

Video Code Share 30-day code (provide authorization codes)

On Profile Stays up for at least 180 days

Post Dates By 21 July, 2023

Length > 25 seconds recommended

Approval Video will be approved by Party A prior to posting

KOL list:
Name Link
kelvin Wilbent Daffa https://www.tiktok.com/@dr.kelvinwilbent

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