Terms of service.

DIGITAL MARKETING SERVICES AGREEMENT

PARTIES

This Agreement (hereinafter referred to as "Agreement") is made by and between PT Bale Karna Bali (hereinafter referred to as "Agency") and your business (hereinafter referred to as "Client", collectively referred to as "the Parties"), both of whom agree to be bound by this Agreement.

PREAMBLE

With a spirit of empowering businesses through innovative digital solutions, the Agency provides professional services in the field of digital advertising, including but not limited to the management and optimization of Meta Ads and Google Ads. As a leading service provider, the Agency also offers Social Media Management services, which include the development of creative and strategic content tailored to enhance the interaction and marketing success of the Client on social media platforms.

Furthermore, the agency has expertise in graphic design, specifically for ad creatives and social media content, as well as brand identity design aimed at strengthening the client's brand image and identity in the market. The Agency is also a specialist in website design and development and provides website maintenance services, ensuring the continuity of performance and digital security for the Client.

TERMS

1. DURATION AND TERMINATION

  1. Contract Duration: This Agreement shall commence on the date it is signed and will continue for a period of 1 month.

  2. Automatic Renewal: This contract will automatically renew each month under the same terms and conditions if the Client chooses to continue the project beyond the first month and pays the monthly bill as agreed. Automatic renewal will only apply if both parties agree to continue the service.

2. SERVICES

  1. The Parties agree that the Agency will carry out the following services (hereinafter referred to as "Project"):

    • Creation, maintenance, and optimization of Google Ads, Meta Ads, or other advertising platforms approved by the Agency for use in the Client's business.

    • Design of Target Campaigns and Retargeting.

    • Managing the Client's Social Media platforms (if included in the Client's package).

    • Preparing graphic designs for ad creatives or content (if included in the Client's package).

    • Designing and developing the Client's website (if included in the Client's package).

    • Monthly reporting (if included in the Client's package)

3. PRICING AND PAYMENT

  1. Payment: The Client agrees to compensate the Agency in the amount of IDR 2,000,000 per month. Full monthly payment and setup fees must be paid before work commences. For each subsequent month, monthly payments must be paid within 15 days after the invoice is sent and received.

  2. Adjustments: The Agency reserves the right to increase or decrease the billed amount with written confirmation by both Parties if there are changes in the initial scope of the Project. The Parties agree that if the invoice is not paid within 15 days of receipt, the Agency is entitled to charge a late fee of 5%.

4. RESPONSIBILITIES OF AGENCY AND CLIENT

  1. Client's Responsibilities:

    • Provide clear and specific requests regarding Project details.

    • Collaborate with the Agency and provide any insights that prove useful for new marketing initiatives.

    • Pay related invoices on time.

  2. Agency's Responsibilities:

    • Advance Project initiatives from start to finish while striving to achieve the Client's marketing goals.

    • Provide regular reports to the Client on Project updates.

    • Provide tools and/or marketing strategies to help develop the Client's business.

5. INDEMNIFICATION AND LIMITATION OF LIABILITY

  1. The Parties each agree to indemnify and hold harmless the other Party, their respective affiliates, officers, agents, employees, and successors and permitted assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs of any kind or amount whatsoever, which result from the negligence or breach of this Agreement by the indemnifying party, its successors and permitted assigns that occur in connection with this Agreement.

  2. This section will remain in full force and effect even after termination of the Agreement or early termination by either Party.

6. GOVERNING LAW

  1. This Agreement is governed by and interpreted in accordance with the laws of Indonesia.

  2. The Agency is an independent contractor. No Party is an agent, representative, partner, or employee of the other Party.

  3. The Parties understand this Contract is not an exclusive arrangement.

  4. The Parties agree that they are free to enter similar agreements with other parties.

  5. The Agency agrees that it will not enter any agreement that conflicts with its obligations under this Contract.

7. INTELLECTUAL PROPERTY OWNERSHIP

  1. Intellectual Property: Content designs (artworks) provided by the client will be owned solely by the client. We (PT Bale Karna Bali) have the right to use such works as part of our portfolio, website, gallery, and other media, as long as it is to showcase the work and not for other purposes.

  2. Confidentiality: We will not share client project details with anyone other than the client's employees and PT Bale Karna Bali. The Agency is obliged to treat all Client information as confidential, use it only to secure the implementation of the Project, and is not permitted to use the information provided by the Client for any other unauthorized purposes.

8. AMENDMENTS

  1. The Parties agree that any changes made to this Agreement, including any monthly price adjustments that may be required due to additional or changed services, must be in writing and agreed upon by both Parties to this Agreement. Such adjustments will be communicated via an updated invoice or proposal.

9. ASSIGNMENT

  1. The Client reserves the right to contract third parties to carry out some tasks that the Agency team may not be sufficient to handle. However, the Agency must approve any such assignment in writing in advance.

10. FORCE MAJEURE

  1. The Parties will be excused from their obligations or liability for any failure or delay in fulfilling any of their obligations under this Agreement when and as long as the failure or delay is caused by events beyond their reasonable control, including but not limited to natural disasters, war, terrorism, insurrection, epidemic, blockade, legal action or government restrictions, prolonged power outages, or destruction of production facilities or essential resources.

11. TERMINATION AND DISPUTE RESOLUTION

  1. Termination: This Agreement is valid until the expiry of its term or completion of the work. Either party may terminate this Agreement for any reason by sending written notice to the other party. The Agency must immediately cease work upon receipt of this notice unless otherwise stated in the notice.

  2. Dispute Resolution: Any disputes or differences arising from or in connection with this Agreement shall be submitted to arbitration, mediation, and negotiation in accordance with, and subject to, the laws of Indonesia.

12. ENTIRE AGREEMENT

  1. This Agreement contains the entire agreement and understanding between the Parties regarding the subject matter. It supersedes all prior agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.

  2. The explicit provisions of this Agreement control and supersede any course of performance and/or usage of trade inconsistent with any terms herein.

  3. This Agreement is valid and binding between the Parties as stated above. The Parties each declare that they have the authority to enter into this Agreement.

13. CONFIDENTIAL INFORMATION

  1. This Agreement contains specific limitations on how both Parties must handle confidential information. Throughout the duration of this Agreement, the Agency may discover or be given information of the Client that is or could be considered confidential.

  2. The Agency is obligated to treat all Client information as confidential, using it to secure the implementation of the Project.

  3. The Agency is not permitted to use the information provided by the Client for any other unauthorized purposes unless the Client provides written permission to the Agency to use the information for other purposes.

  4. The Agency will not share confidential information with third parties, unless the Client provides written permission to do so, or if the Agency is required by a competent public authority.

  5. The Agency must continue to perform this obligation even after termination of this Agreement.

  6. Information provided by the Client will not be considered confidential if: 

(i) the information was public when the Agency discovered it; 

(ii) the information becomes public after the Agency discovered it, but not due to anything done or not done by the Agency; 

(iii) the Agency already knew the information when it discovered it and the Agency had no obligation to keep it secret; 

(iv) a third party gave the information to the Agency without requiring the Agency to keep it secret; or 

(v) the Agency created the information itself, without using anything belonging to the Client.

14. SEVERABILITY

  1. If any provision of this Agreement is declared void or unenforceable by a court with competent jurisdiction, the remaining provisions will continue in effect in accordance with the intentions of the Parties.