ARTICLE 1 – AUDIT PROCESS

1.1. Facilities and Standards

The Client hereby retains KUANTUM to evaluate the Client’s system(s)/program(s) at specified facilities of the Client (“Facilities”) that contract with KUANTUM for Certification Services to the specified standard(s) and/or other normative document(s) (“Standard”). The quotation accepted by the Client specifies the scope of the certification provided in accordance with this Agreement, including Facilities and Standards.

1.2. Client Information

The Client acknowledges that KUANTUM ‘s audit will require the Client to provide KUANTUM  , either orally or in writing, with complete, accurate, and the most current information and documentation concerning the system(s)/program(s) to be certified. The Client agrees to promptly provide to KUANTUM all applicable documents, policies, procedures, manuals, and other information. If the Client intends to withhold from KUANTUM certain data, documents or other information on the basis of legal privilege (e.g., attorney-Client) or other proprietary information (e.g., trade secret), KUANTUM may not be able to grant certification unless KUANTUM and the Client agree on how to address this issue.

1.3. Client Assistance

The Client further acknowledges that the audit process will require on-site evaluation by KUANTUM ‘s qualified auditor personnel (“Auditors”), whether permanent employees or contract personnel. The Client also agrees to permit all such evaluation of each Facility during the Client’s regular business hours. The audits may also be attended by representatives and/or observers of KUANTUM ‘s management and KUANTUM ‘s Accreditors and other Sector Authority Organizations. During each on-site visit, the Client shall make available key management and other personnel to guide the Auditors through the Facility and to explain the operation of the Facility and its system(s)/program(s). In addition, prior to or at the commencement of any site visit, the Client shall fully brief the Auditors on all health and safety procedures, as well as restrictions, which must be adhered to while in the Client’s Facility.

1.4. Audit Process

The details of the services to be provided will be agreed between the Client and KUANTUM  . To provide a general guide, outlined below are the key stages of the audit process:

a) Stage-1 Audit or documentation review

KUANTUM will undertake a Stage-1 Audit / documentation review, which is designed to ensure its Clients have addressed the key areas of the specifications against which they seek certification. This ensures that the certification audit will be of maximum value. KUANTUM will issue a report detailing the concerns of this review to the Client before the stage-2

b) Stage-2 (Certification) Audit

KUANTUM will provide an audit program prior to the commencement of the audit. The KUANTUM audit team will meet with the Client’s management to discuss the details of the audit process and consider possible issues relating to the performance of the audit. The KUANTUM audit team will prepare and present to the Clients’ management a report of the audit, which will include: the audit findings, the scope of certification and seek agreement where necessary, on the nature of any corrective actions to be taken. The KUANTUM audit team will discuss any observations, general remarks and non-conformities, if and when they identified during the audit.

c) Issuance of Certification / Certificate(s)

KUANTUM will issue the Client’s certification and certificate(s) if and when all corrective actions agreed between the Client and the audit team have been completed (refer to clause 3.7 below for certificate(s) issuance’s charge). The certificate will detail the specification(s) to which they have been found compliant at the time of audit and the scope of products/services they cover. Accompanying the certificate(s) will be a policy document explaining how to display and use the KUANTUM and associated certification logos and/or marks. The KUANTUM intellectual property rights titles and interests in all service mark, trademark or other name or logo remain the property of KUANTUM and cannot be sold; KUANTUM will audit the use of logo’s and/or marks at subsequent surveillance visits. *Clients shall confirm to KUANTUM prior to usage of these logos and marks

1.5. Not a Compliance Audit

The Client understands that the audit is not a legal/regulatory compliance audit, and, therefore, KUANTUM shall have no obligation to review the Client’s processes and Facilities to determine whether the same comply with or violate any legal and/or regulatory requirements. In the event that an Auditor observes a breach of any legal and/or regulatory requirements, related to the scope of certification, the Auditor will formally report this observation directly to the Client. The Client shall take appropriate action, reporting as necessary to the appropriate regulatory body. Once the Auditor has reported the observation to the Client, KUANTUM and the Auditor relinquish any further responsibility or independent duty to report directly to the regulatory body. The Client’s response to this activity will be followed up by the Auditor during the next visit to verify the Client’s continued conformity with the Standard.

ARTICLE 2  – CERTIFICATION, USE OF MARKS ANS SUBSEQUENT AUDITS

2.1. Certification and Limited License to Use Certification Mark

Upon completion of the Certification Audit and KUANTUM ‘s determination that the system(s)/program(s) meets applicable Requirements, KUANTUM shall list and register the Client as having certified system(s)/program(s). Once the certification has been granted, KUANTUM agrees that the Client shall have a limited right to use the designated KUANTUM certification mark(s), as well as the Accreditor’s mark (“Certification Marks”), where permitted, for the purpose of identifying the Client’s system(s)/program(s) as certified. All Certification Marks shall be used in the manner and subject to the restrictions set forth in KUANTUM ‘s Requirements, as specified in “Use of Certificates and Certification and Accreditations Marks” document given together with Client’s certificate(s). KUANTUM shall have the sole right to determine whether the Client’s usage of the Certification Mark(s) satisfies the requirements of this Agreement and KUANTUM ‘s requirements. The Client agrees to immediately cease any use of any Certification Mark which KUANTUM determines to be misleading.

2.2. Responsibility of Company

The Client shall maintain a documented system for effective handling of customer complaints, including keeping a record of all complaints and remedial actions relative to its system(s)/program(s) and provide required data as requested by KUANTUM  .

2.3. Surveillance and Re-Certification audit

The Client acknowledges that KUANTUM is required to perform (i) periodic visits (surveillance audits) of each certified Facility to ensure that the Client’s system(s)/program(s) continues to satisfy the requirements of the Standard(s) for which it is certified, (ii) special visits to follow-up on issues identified during a previous visit, in response to changes identified by the Client or investigate any complaints KUANTUM may receive from any party indicating that the system(s)/program(s) may not conform to the requirements of the Standards for which it is certified, and (iii) re-certification audits of the Client’s system(s)/program(s) for the purpose of re-evaluating the continual fulfillment of all requirements of the Standard(s). Special visits will be charged at agreed / current man-day rate. Surveillance audits shall take place at least once in a twelve-month period, or as agreed contractually, whereas the re-certification audit shall take place during the third year of the certification period, approximately 3 months before the expiry of the certification. The duration of these audits is dependent upon the system(s)/program(s) performance history and other factors and is subject to special provision if the Client makes major modifications to its system(s)/program(s) or if other changes take place which would affect the basis of the certification.

2.4. Modifications

The Client agrees to notify KUANTUM without delay of any request to change its scope of certification, or of any alterations, modifications or changes it makes to its system(s)/program(s) which could affect the certification and/or its ability to conform to the certification requirements. Such changes may include modification to its legal, commercial or organizational status or ownership, to its key managerial staff, and to significant changes to policies, processes, premises, personnel, equipment, facilities, working environment or other resources. In addition, the Client agrees to provide KUANTUM with applicable documents, policies, procedures, manuals, and other information as KUANTUM may request in order to ascertain how the changes will affect the certified status of the Client’s system(s)/program(s). KUANTUM shall be entitled to re-audit all or any portion of the Client’s system(s)/program(s) if it determines that such is necessary or appropriate in order to ensure that the Client’s system(s)/program(s) still conforms to the applicable Standard(s).

2.5. Revision of Requirements or Standards

The Client acknowledges that the Standards and/or KUANTUM ‘s contractual requirements may be revised from time to time. If revisions to Standards and/or KUANTUM ‘s requirements are adopted, KUANTUM shall determine the nature and extent of the necessary additional audit activity, if any, and the required schedule for KUANTUM to confirm conformity with the revised requirements.

2.6. Corrective Action, Enforcement and Appeals

If KUANTUM determines that the Client’s system(s)/program(s) no longer satisfies the Certification Requirements, the Client agrees to take such remedial action as KUANTUM may request within the time specified by KUANTUM  . The Client acknowledges and agrees that KUANTUM may take such additional actions as it determines to be appropriate with respect to such nonconformity or for repeated occurrences of nonconformity. Such action may include, among other things, suspension or cancellation of certification for all Facilities, and notification of nonconformity or decertification to other parties as specified by KUANTUM ‘s Accreditors. Should the Client wish to appeal against or dispute the decisions of KUANTUM it should be done in accordance with the KUANTUM appeals procedure as can be found on KUANTUM ‘s website. Should a complaint arise about KUANTUM this should in the first instance be made to KUANTUM SERTIFIKASI INDONESIA, Head Office.

ARTICLE 3 – GENERAL PROVISONS

3.1. Services

KUANTUM offers services to its prospective and existing Clients covering audit and certification against an appropriate recognized specification or part thereof. To achieve and preserve certification, KUANTUM Clients are required to develop and maintain their products/services and/or management systems in accordance with said specifications, allowing unconditional access to KUANTUM to audit or otherwise verify these product/services and/or systems against said specifications. The certification awarded by KUANTUM covers only, as the case may be, those services or products manufactured and/or supplied under the scope of the Clients’ management systems certified by KUANTUM  . For certain certification schemes, amplification of the contents of this document is required. This is provided separately for the scheme concerned. Clients remain solely liable for any defect in their products and shall defend, protect and indemnify KUANTUM from any and all defects, claims or liability arising from said products. The certification issued does not exempt the Clients from their legal obligations in respect of the services or products KUANTUM certify.

3.2. Request for Certification

Clients will be asked to complete KUANTUM ‘s standard *Application Form, which will be used as the basis for a quotation and any subsequent agreement. KUANTUM will then prepare a quotation, which will be sent to the Client. If the form is signed and returned to KUANTUM  , this acts as the instruction to proceed with the commencement of the certification services. In addition to the quotation this Service and Certification Agreement contains the present KUANTUM ‘s terms and conditions under which the certification services are offered and rendered. KUANTUM shall perform the services with the reasonable skill, care and diligence to be expected of a reputable company experienced in providing the class of services specified in the agreed application form.

3.3. Retention of Records and Confidentiality

KUANTUM shall be entitled to retain the originals or copies of all applicable documents, policies, procedures, manuals, and other information provided during the course of the audits. Except to the extent that the information obtained by KUANTUM is already in KUANTUM ‘s possession or is, or becomes in the future, public knowledge, and except as otherwise required by law or legal process, KUANTUM covenants and agrees to maintain all such information in strict confidence and not to use any such information in any manner detrimental to the Client. In addition, KUANTUM shall maintain in strict confidence, during the term of and after the termination of this agreement, the information obtained during the course of the audits and documented in the audit reports. However, the foregoing shall not be deemed or construed in any manner whatsoever as prohibiting KUANTUM from publicly disclosing details of the granting, suspension or withdrawal of certification, or providing complete or partial copies of audit reports as specified by KUANTUM ‘s Accreditors and Sector Authority Organizations, or providing access to Client information, including copies of audit documents to KUANTUM ‘s Accreditors and Sector Authority Organizations personnel for audit purpose. Except as required in the applicable accreditation documents, KUANTUM shall obtain written consent from the Client or individual for disclosing information to a third party. Where required by law to release confidential information to a third party, KUANTUM will, unless regulated by law, notify the Client or individual concerned in advance of the information provided.

3.4. Terms and Conditions.

These terms and conditions constitute the sole obligations undertaken by KUANTUM  , and the sole rights and remedies of the Client, to the exclusion of all other representations, statements, terms, conditions whether express or implied. The parties agree, in the circumstances known to them at the date of entering into this agreement, that these terms and conditions are reasonable. In the event that a court shall determine that one or more provision is unenforceable for any reason, such provision shall be deemed to be severed from these terms and conditions such that the remaining terms and conditions shall continue to be enforceable between the parties hereto.

3.5. Fundamental Terms

The Client hereby warrants and covenants with KUANTUM that it will at all times during the subsistence of the Agreement comply with all reasonable requirements necessary for the issuance of the Certification Document including (but without prejudice to the generality thereof) all statutes, rules, regulations issued by any statutory or other competent authority all recommendations, codes and similar matters issued by any authority pursuant to which in compliance of which or for the purpose of which the Certification Document is issued or such other reasonable requirements of KUANTUM as are necessary to enable the Certification Document to be issued and maintained in force in conformity with standards of high quality of certification. The Client hereby warrants the completeness and accuracy of all documents and accuracy of all information supplied to KUANTUM for the purposes of this Agreement.

3.6. Terms of Payment

The quotation/contract upon which this Agreement is entered into is attached. It indicates the basic charges for the services requested on the assumption that the information supplied by the Client was accurate and complete. Any service supplied beyond those set out, will be charged at KUANTUM ‘s current man-day rates. KUANTUM reserves the right to review and amend its charges. This review will be performed at least annually.

 3.7. Charge of Certificate.

For Certification (Stage-2) and Re-certification audits, Clients are entitled for a hard-copy Certificate apart from the e-Certificate issuances. Other than these activities (i.e. Transfer, Surveillance and/or Special audit) the Client will be charged at a cost of Rp. 1.000.000,- per certificate.

3.8. Travel & Expenses Costs

All fees are exclusive of travel and expenses, which will be charged at cost, *unless it is specified differently in the proposal.

3.9 Postponement (recovery of administrative costs)

If the Client postpones the services with less than 15 working days’ notice, KUANTUM reserves the right to charge a fee amounting to the greater of *15% of the quoted Services Fee or one man-day at the current rate. This sum will not be discounted from the Services Fee ultimately charged.

3.10. Cancellation (recovery of administrative costs)

If the Client cancels this agreement with less than 1 (one) month notice from the day after the last day of the agreed dates for the visits, KUANTUM reserves the right to charge a fee amounting to the greater of 30% of the estimated Services Fee or one man-day at the current rate PLUS the cost at the current man-day rate of any work performed to-date.

3.11. Tax(es)

All fees and expenses quoted are excluding VAT, unless it specified in the proposal, which will be charged at Indonesia currency rate. It is required to provide original withholding tax receipt to KUANTUM upon payment of an invoice.

3.12.  Invoice(s)

To assist in the planning, allocation, and control of Human Resource, it is KUANTUM policy to invoice Clients on the day or one day after providing any services. This invoice may include but not be restricted to man-days (off and on site), reports, accreditation fee, and certificate fees as well as estimated expense costs.

3.13. Payment(s)

Payments are due within 14 days of the date of invoice unless specified differently, it will follow the provisions in the contract. The applicable exchange rate will be the current exchange rate on the date of payment. Please note that the Certificate(s) cannot be released until full payment has been received by KUANTUM and no other service will be performed until all outstanding invoices are closed.

3.15. Late Payment Penalty

Any payment due under point 3.12 that is not paid by fifteen (15) days after the invoice’s due date shall accrue interest, which must be paid by the Client with the payment obligation to KUANTUM  , on a daily basis at a rate equal to one (1) per mil per day of the invoice value, from the date first outstanding until paid.

ARTICLE 4 – MISCELLANEOUS

4.1. Liability

Except in the case of deliberate neglect on the part of KUANTUM  , its employees, servants or agents, KUANTUM shall not be liable for any loss or damage sustained by any person due to any act of omission or error whatsoever or howsoever caused during the performance of its audit, certification or other services. In the case of neglect as aforesaid, and other than liability for death or personal injury, the limit of any loss, damage or otherwise for which KUANTUM shall be liable will be limited to an amount not exceeding the contract price for the particular service in respect of which the neglect arose . Client hereby undertakes to defend, indemnify, and hold KUANTUM harmless against any liability in excess of the amount stated above, which indemnity shall apply regardless of whether KUANTUM has acted in breach of the terms of its Agreement and/or has been wholly, partially or solely negligent or otherwise at fault. While the restrictions on liability herein contained are considered by the parties to be reasonable in all the circumstances, if such restrictions taken together or any one of them shall be judged to be unlawful or unenforceable then the said restriction shall apply with such words deleted or amended or added. KUANTUM shall not, under any circumstances whatsoever, be liable to the Client for any matter arising out performance of the Services in respect of Consequential Loss. The term Consequential Loss shall include any indirect or consequential loss, any loss of production, loss of profits, loss of revenue, loss of contract, loss of goodwill, and loss of use or liability under other agreements.

4.2. Indemnity

The Client shall fully and effectually indemnify KUANTUM against all costs, claims, actions and demands arising from:

4.2.1 The services provided by KUANTUM save to the extent only that such claims arise from the neglect of KUANTUM  , its employees or agents; and
4.2.2 The use or misuse by the Client of any certificate, license, mark of conformity provided by KUANTUM in accordance with this Agreement; and
4.2.3 Any breach of this Agreement by Client; and

• • Illness, injury or death to the Client’s subcontractors or suppliers, together with any of their employees, agents or directors (“Client Group”); and
  • Damage to or loss of property or equipment owned, leased or used by the Client Group.

4.3. Force Majeure

KUANTUM shall not be liable in any respect should it be prevented from discharging such obligations as a result of any matter beyond its control which could not be reasonably foreseen.

4.4. Law

This Agreement is governed and shall be construed in accordance with Indonesian law and the parties submit to the exclusive jurisdiction of the Indonesian courts. All notices and proceedings served will be deemed to be duly served if sent by pre-paid registered mail to the address of the party as herein above appearing or as may be subsequently notified by the other.

ARTICLE 5 – CLOSING

5.1. The title of the articles of this Agreement is provided only for the purpose of convenience in referencing the articles and cannot be construed as part of or influence in any comprehension or interpretation of this Agreement.

5.2. If some of the provisions of this Agreement are contrary to the prevailing laws and regulations or cannot be enforced due to the provisions of the law, then this does not affect the validity and enforceability of the other provisions of the Agreement.

5.3. The Parties may comply with the technical provisions with respect to the cooperation referred to in the Agreement in a separate document but shall be a union with this Agreement.

5.4. This Agreement cannot be amended or supplemented, except by agreement of the Parties in writing with a new or additional agreement (addendum/ amendment) signed by the Parties and shall constitute an in separate part and have equal legal force as this Agreement.

5.5 This Agreement represents the entire agreement between the Parties with respect to the subject matter, and supersedes all prior agreements, terms, warranties, representations, arrangements and communications, whether oral or written, made by the Parties, including their representatives.

This Agreement is executed in the Indonesian language and English language. In the event of different interpretation between the Indonesian and English language versions, the Indonesian language version shall prevail.

ACCORDINGLY, this Agreement is made and signed in two (2) copies by the lawful representatives of the Parties on the date and place mentioned at the beginning which filled with sufficient stamp duty and has equal legal force.