IN THIS VENDOR USER AGREEMENT
- “Account” means the account associated with your email address.
- “Both Parties” means collective referrence for WGSHub and Vendor in this Vendor User Agreement.
- “Customer” means a User that purchases IT Solutions from Vendor or identifies a Vendor through the Website. A User may be both a Customer and a Vendor under this agreement.
- “Customer Payment” means a payment made by the Customer for the provision of Vendor Services under a User Contract and which will be released in accordance with the section “Revenue Sharing” of these terms and conditions.
- “Vendor” means a User that identifies as an information technology company that produces information technology product and/or service and identifies as a Vendor through the Website. A User may be both a Customer and a Vendor under this agreement.
- “IT Solutions” means all product and/or services provided by a Vendor.
- “Project” means a project opportunity that is offered by a Customer and in respect of which Vendors can submit one or more proposal via the Website.
- “Project Deal”, in respect of a Project, means the Project agreement between the Customer and one winning Vendor.
- “Project Detail” means the information setting out the scope of a Contest, including but not limited to items such as a project description, starting budget, technologies, project documents.
- “Project Price” is the price approved by the Customer and the Vendor in a Project Deal.
- “User”, or “your” means a company or individual who visits or uses the Website, including via the API.
- “User Contract” means: (1) this User Agreement; (2) any other contractual provisions accepted by both the Vendor and Customer uploaded to the Website, to the extent not inconsistent with the User Agreement; (3) the Project terms as awarded and accepted on the Website, to the extent not inconsistent with the User Agreement; and (4) any other material incorporated by reference from time to time.
- “Website” means the Websites operated by WGSHub and available at: wgshub.com and any of its regional or other domains or properties, and any related WGSHub service, tool or application.
- “WGSHub” or “We” means PT Gcloud Teknologi Informasi a limited liability company that runs the web platform service business www.wgshub.com, which is a holder of the name and retail system of WGSHub.
- “WGSHub Services” means all services provided by WGSHub to User.
- The Website is an online venue where Users buy and sell IT Solutions. Customers and Vendors must register for an Account in order to buy or sell IT Solutions. The Website enables Users to work together online to complete and pay for Projects, buy and sell items and to use the services that we provide. We are not a party to any contractual agreements between Customer and Vendor in the online venue, we merely facilitate connections between the parties.
- WGSHub has agreed to market the information technology products belonging to the Vendor within WGSHub’s retail system, and Vendor has agreed to accept such marketing under terms and conditions.
- WGSHub and Vendor have agreed on the intent and purpose of each party.
You will not use the Website if you:
- are not able to form legally binding contracts;
- are under the age of 16;
- a person barred from receiving and rendering services under the laws of Indonesia or other applicable jurisdiction;
- are suspended from using the Website;
- or do not hold a valid email address.
All User Accounts are associated with individuals within/without a company. Login credentials should not be shared by Users with others.
The individual associated with the Account will be held responsible for all actions taken by the Account, without limitation.
We may, at our absolute discretion, refuse to register any person or entity as a User. You cannot transfer or assign any rights or obligations you have under this agreement without prior written consent.
- Vendor to register IT Solutions to participate marketed in the retail system belongs to the WGSHub by providing product knowledge to the WGSHub.
- WGSHub reserves the right to reject Vendor’s IT Solutions which are deemed unfeasible or unsuitable for sale within the WGSHub’s retail system.
- If the Vendor’s IT Solutions are approved by the WGSHub, Vendor shall prepare the IT Solutions information in the standard informed by WGSHub.
- Vendor’s IT Solutions which have been approved by WGSHub will be displayed on the Website and online catalog of WGSHub after the required documents have been completed by the Vendor.
- The design and layout of the Vendor product page on the WGSHub Website and catalog becomes the sole authority of the WGSHub.
- The IT Solutions provided by the Vendor can be sold through two channels: online and through reseller partners of the WGSHub.
- Prospective Customers that will be obtained by WGHub includes small, medium, and large enterprises, technology companies, and other IT companies.
WGSHub will at times undertake promotion for all IT Solutions marketed / distributed within the WGSHub’s retail system with a composition tailored to the theme or focus of the promotion.
Forms of promotion, including:
- Digital marketing
- Reseller program
- Discount as a form of promotion to a prospective Customer, will be implemented after approval from Both Parties.
- WGSHub are allowed to use the Vendor product attributes for the mentioned promotion activities, including the logo and slogan of Vendor.
4. Prospective Customer
- Customer can post a Project hosted on the Website by providing Project Detail in accordance to WGSHub requirement in the Website. A Customer acknowledges and agrees that they are solely responsible for the operation and promotion of the Project and warrants that it will comply with all applicable law in respect of the operation and promotion of the Project. WGSHub have no liability for loss suffered by a User in connection with a Project including but not limited to loss suffered (or penalties imposed) in connection with any contravention of law.
- Vendor can process prospective Customer who require IT Solutions directly.
- Introduction of the prospective Customer is binding for a period of one (1) years from the date of the last Project given to the Vendor. If during that period the prospective Customer is in cooperation with the Vendor without the knowledge of WGSHub, a commission fee will be charged and the Vendor agreed to pay according to the provisions of this Agreement.
- Vendor shall process the Project as well as possible, including but not limited to meeting with prospective Customers, making presentations, writing proposal, drafting employment contracts and project scope.
- For Project, Vendor shall use the WGSHub Platform to provide Proposals & Contract for the potential Customers.
For Project Deal, prospective Customers sign a project contract with the Vendor, while Customer Payment will go through WGSHub first.
7. Project Implementation
Vendor is obliged to conduct quality assurance of the work in accordance with the specifications of the IT Solutions displayed on the Website and catalog of WGSHub.
8. Revenue Sharing
- WGSHub do not operate an escrow service in relation to the Website. WGSHub do however, provide a service on this Website which allows controlled payments to be made with respect to a service, called Billing.
- Billing to the Customer in accordance with the terms of payment, to be carried out through the billing system provided in WGSHub Website, operated by the Vendor.
- The Commission’s fee for WGSHub on the sale of the IT Solutions is 10% percentage of Project Price.
- When WGSHub receives Customer Payment, commission is payable by WGSHub by transferring to registered Vendor’s bank account no later than 7 (seven) days after Vendor’s withdrawal request received by the FIRST PARTY.
9. Vendor Content
- When you give WGSHub content, you grant WGSHub a worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.
Vendor acknowledge and agree that:
- WGShub act only as a forum for the online distribution and publication of User content. We make no warranty that User content is made available on the Website. WGSHub have the right (but not the obligation) to take any action deemed appropriate by us with respect to your User content;
- WGSHub have no responsibility or liability for the deletion or failure to store any content, whether or not the content was actually made available on the Website; and
- any and all content submitted to the Website is subject to WGSHub approval. WGSHub may reject, approve or modify your User content at our sole discretion.
Vendor represent and warrant that your content:
- Will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy of any person;
- Will not violate any law or regulation; will not be defamatory or trade libellous;
- Will not be obscene or contain child pornography;
- Will not contain the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons
- Will not contain material linked to terrorist activities will not include incomplete, false or inaccurate information about User or any other individual;
- and will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
- Vendor acknowledge and agree that WGSHub may transfer your company information to a related body corporate.
- WGSHub provide unmonitored access to third party content, including User feedback and articles with original content and opinions (or links to such third party content). WGSHub only act as a portal and have no liability based on, or related to, third party content on the Website, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline.
- WGSHub Website may contain links to other third party websites. WGSHub do not control the websites to which we link from WGSHub Website.
- WGSHub do not endorse the content, products, services, practices, policies or performance of the websites we link to from WGSHub Website. Use of third party content, links to third party content and/or websites is at your risk.
- In relation to deletion or hiding of any information or content, using the Website to delete, hide or otherwise dispose of information does not imply permanent deletion of content or information. Information may be retained for a period of time to fulfill record keeping, regulatory, compliance, statistical, law enforcement and other obligations.
9. Sanction and Termination of Agreement
- Reputation and the brand image of WGSHub in the eyes of Customers are top priority.
- We may close, suspend or limit Vendor access to your Account with a Warning Letter. Without limiting the foregoing, we may close, suspend or limit your access to your Account.
- Warning Letter is given by WGSHub to Vendor with consideration of Customer complaint scale and frequency of receipt of Warning Letter.
Vendor will be given a Warning Letter if the Vendor meets the following criteria:
- WGSHub get a hard complaint from Customer and issue on delivery of IT Solutions has been clearly identified from the Vendor.
- Vendor does not fulfill the standard obligations of IT Solutions written on the Website and catalog of WGSHub within an unreasonable limit.
- Vendor will be given an opportunity to defend by providing evidence and relevant arguments.
- The termination of this Vendor User Agreement will be made unilaterally by WGSHub if the Vendor has received the 3rd Warning Letter from WGSHub.
- If we close your Account due to your breach of this User Agreement, you may also become liable for certain fees as described in this User Agreement.
11. Time Period
This Vendor User Agreement is valid until one of the parties terminates this agreement; while the time period of Customer Introduction (article 3) & Confidentiality (article 10) binding for the time period mentioned within the article.
- Both Parties agreed to safeguard the confidentiality of each business, including data, tips, procedure, and any form of business story whether written or unwritten, either during this Vendor User Agreement and at least 3 (Three) years after this User Agreement ends.
- Both Parties provide assurance that all of its employees and / or affiliated parties are required to keep the confidentiality of the data entrusted to them.
All taxes arising from this Vendor User Agreement are fully borne by each party in accordance with those determined by the Central Government and the Regional Government including but not limited to:
- Value Added Tax (VAT)
- Income and Corporate Tax
- Advertising Tax
14. Legal Relationship Between WGSHub and Vendor
- Vendor is a free and independent entrepreneur, therefore all its actions are its own burden and responsibility which are unrelated to WGSHub, and hence the Vendor does not have the capacity of power acting for and on behalf of the WGSHub. In this regard Vendor cannot bind WGSHub to third parties and third parties to WGSHub.
- Vendor hereby guarantee that all Vendor’s IT Solutions and/or services marketed in WGSHub’s retail system are legally owned by the Vendor and / or currently own the distribution rights and / or made by Vendor and release WGSHub from all legal claims and demands filed by a third party Stating that the Third Party is the rightful owner of the product.
- All actions and deeds of Vendor are legally their sole responsibility, therefore during the term of this Vendor User Agreement, Vendor is obligated to guarantee and release WGSHub from any legal proceedings or claims made by a third party for any consequences arising from the conduct committed either on behalf of the person and or as the Vendor.
- WGSHub herewith guarantees the entire retail system of WGSHub referred to in the Vendor User Agreement is true belonging to WGSHub and releases the Vendor of all legal litigation and claims filed by a third party stating that the Third Party is The legitimate owner of the entire retail system.
15. Force Majeure
No Party shall be liable to indemnify the other Contracting Party and hence Both Parties mutually declare not to demand each other in the event of loss resulting from the Force Majeure in the form of natural disasters, wars, blockades, rebellions, sabotages, civil unrest and or Others recognized by the Local Government as a national disaster.
- All disputes, disagreements, arguments and uncertainties arising between Both Parties relating to the interpretation and implementation of the contents of this Agreement and any consequences arising thereof; in principle Both Parties have agreed to settle them deliberately for consensus.
- If the deliberation is not reached within 30 (thirty) days. Both Parties hereby agree to bring the settlement of the dispute through the Bandung District Court, Indonesia.
Any notice or communications relating to this Agreement between the parties shall be made with the following details:
If to WGSHub
If to the Vendor
18. Entire Agreement
Both Parties agree that when in the future there are things that have not been regulated and determined in this vendor cooperation agreement, it will be poured into addendum which is an integral part of this vendor agreement.
Both Parties recognize that they are without compulsion to enter into this Agreement with a statement or a promise not specifically stated herein. THEREOF, the parties have entered into this Agreement by their authorized representative.