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Privacy Policy

TERMS & CONDITIONS

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1. Purpose and Application

These Terms & Conditions (“T&Cs”) govern the relationship between SeaScape Lombok Properties (“SeaScape”) and its partners, including property owners, developers, landlords and other parties who engage SeaScape for property listing, sales, rental, marketing, villa management or related services (“Partner”).

These T&Cs apply together with the specific Listing Agreement, Villa Management Agreement, or other written agreement entered into between SeaScape and the Partner (the “Agreement”).

In the event of any conflict between these T&Cs and the Agreement, the provisions of the Agreement shall prevail.

 

2. Binding Nature of the Agreement

By signing an Agreement with SeaScape, the Partner acknowledges that the Agreement is legally binding on both parties.

Neither SeaScape nor the Partner may unilaterally terminate, withdraw from, cancel or otherwise discontinue the Agreement before the agreed expiry date, except where termination is expressly permitted under the Agreement or these T&Cs, or where both parties agree in writing to such termination.

The Partner shall not appoint another agent, management company, broker or representative to provide services that are subject to an exclusive Agreement with SeaScape during the applicable contractual period, unless expressly permitted by the Agreement.

Any attempted termination or withdrawal that does not comply with the Agreement shall not release the relevant party from its contractual obligations.

 

3. Authority and Accuracy of Information

The Partner warrants that:

  • it has the legal authority to enter into the Agreement;

  • all information, documents and representations provided to SeaScape are accurate and complete;

  • it has disclosed any material information affecting the property or services;

  • it has the necessary rights and authority to sell, lease, rent or otherwise offer the property for the relevant purpose; and

  • all permits, licences, approvals and registrations required for the Partner's activities are maintained where applicable.

The Partner shall promptly notify SeaScape of any material change affecting the property, ownership, availability, pricing, licensing or legal status of the property.

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4. Listing and Marketing

The Partner authorises SeaScape to market the property in accordance with the Agreement, including through:

  • SeaScape's website and digital platforms;

  • property portals;

  • social media;

  • advertising campaigns;

  • email marketing;

  • photography, video and other promotional materials; and

  • SeaScape's network of agents and partners.

SeaScape may edit property descriptions, photographs and marketing materials for presentation and promotional purposes, provided that it does not knowingly publish materially misleading information.

Unless otherwise agreed in writing, SeaScape may continue to use marketing materials produced during the term of the Agreement for the purpose of promoting the property.

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5. Pricing and Commercial Terms

The asking price, rental rate, management fee, commission, payment terms and other commercial conditions shall be those agreed in writing between the parties.

The Partner shall not materially change the agreed price or commercial terms without notifying SeaScape.

Where SeaScape has already introduced a prospective buyer, tenant or guest, the Partner shall not circumvent SeaScape in order to avoid an agreed commission or fee.

 

6. Introduced Clients

A client, buyer, tenant, guest or other prospective customer introduced by SeaScape shall remain considered a SeaScape-introduced client for the purposes of the applicable Agreement.

If the Partner subsequently completes a transaction directly with a client introduced by SeaScape, the commission or fee specified in the Agreement shall remain payable, subject to the terms of that Agreement.

This provision shall survive termination or expiry of the Agreement in respect of prospects introduced during the contractual period, where applicable under the Agreement.

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7. Villa Management

Where SeaScape provides villa management services, the Partner agrees to provide SeaScape and its appointed personnel with reasonable access to the property for management, maintenance, inspections, guest services, housekeeping, repairs, marketing, photography and other services contemplated by the Agreement.

The Partner shall not materially interfere with the management or operation of the property during the term of the Villa Management Agreement.

Any owner stays, blocked dates, personal use or restrictions on availability shall be handled in accordance with the Villa Management Agreement.

 

8. Maintenance and Property Condition

The Partner remains responsible for ensuring that the property is structurally sound, legally usable and maintained in accordance with applicable laws and regulations, except to the extent that such responsibilities have expressly been transferred to SeaScape under the Agreement.

SeaScape may recommend repairs, maintenance or improvements where reasonably necessary for the operation, safety or commercial performance of the property.

Emergency works may be undertaken without prior approval where reasonably necessary to protect the property, guests, employees or third parties, subject to the financial limits and procedures set out in the Agreement.

 

9. Compliance with Laws

Each party shall comply with all applicable laws, regulations, permits, licences and governmental requirements relating to its obligations under the Agreement.

The Partner is responsible for ensuring that it has the legal right to own, lease, rent, operate or otherwise commercialise the property.

Neither party shall be required to perform an obligation that would cause it to knowingly breach applicable law.

 

10. Payments and Fees

All commissions, management fees, rental income, expenses and other amounts shall be calculated and paid in accordance with the Agreement.

Any undisputed amount due to SeaScape that remains unpaid after the applicable payment deadline may constitute a material breach of the Agreement.

The parties shall cooperate in good faith to resolve any discrepancy or dispute concerning invoices, commissions or property income.

 

11. Confidentiality

Each party shall keep confidential any non-public commercial, financial, operational or personal information received from the other party in connection with the Agreement.

Confidential information shall not be disclosed to third parties except:

  • with the other party's consent;

  • where required by law or a competent authority;

  • to professional advisers, employees or contractors who require the information; or

  • where reasonably necessary to perform the Agreement.

This obligation shall survive termination of the Agreement.

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12. Personal Data

Each party shall handle personal information relating to clients, guests, owners, employees and other individuals in accordance with applicable data protection and privacy laws.

Personal information shall only be used for legitimate purposes connected with the services and shall not be improperly disclosed to third parties.

 

13. Liability

Each party shall be responsible for losses, damages, costs or claims arising from its own breach of the Agreement, negligence, wilful misconduct or unlawful acts.

Neither party shall be liable for indirect or consequential losses except where such liability cannot legally be excluded.

Nothing in these T&Cs shall exclude liability that cannot legally be excluded under applicable law.

 

14. Indemnification

The Partner shall indemnify and hold SeaScape harmless against reasonable claims, losses, liabilities, penalties and expenses arising from:

  • inaccurate or misleading information supplied by the Partner;

  • the Partner's breach of the Agreement;

  • lack of authority to enter into the Agreement;

  • ownership or title disputes relating to the property;

  • failure to maintain required permits or licences; or

  • the Partner's unlawful acts or omissions.

SeaScape shall similarly be responsible for losses arising from its own material breach, negligence or unlawful acts.

 

15. Force Majeure

Neither party shall be considered in breach of the Agreement where performance is prevented or materially delayed by circumstances beyond its reasonable control, including natural disasters, fire, war, civil unrest, government action, epidemics, major infrastructure failures or other events of force majeure.

The affected party shall notify the other party as soon as reasonably practicable and take reasonable steps to minimise the impact.

Force majeure shall not automatically release either party from payment obligations that accrued before the force majeure event.

 

16. Termination

The Agreement shall remain in force until its stated expiry date unless:

  1. both parties agree in writing to terminate it;

  2. the Agreement expressly provides a right of early termination;

  3. one party commits a material breach and fails to remedy that breach within the applicable cure period; or

  4. termination is otherwise required or permitted by applicable law.

Termination shall not affect rights, commissions, fees, liabilities or obligations that accrued before the effective termination date.

Any provisions intended by their nature to survive termination, including confidentiality, payment obligations, introduced-client provisions and dispute resolution, shall continue to apply.

 

17. No Circumvention

During the term of the Agreement and for any applicable period following its termination, the Partner shall not knowingly circumvent SeaScape in relation to a transaction, client, buyer, tenant, guest or business opportunity introduced by SeaScape for the purpose of avoiding contractual fees or commissions.

This clause shall apply subject to the specific provisions and duration stated in the applicable Agreement.

 

18. Relationship Between the Parties

Nothing in these T&Cs creates a partnership, joint venture, employment relationship or legal agency between SeaScape and the Partner except to the extent expressly stated in the Agreement.

Neither party may represent that it has authority to bind the other party unless such authority has been expressly granted in writing.

 

19. Assignment

Neither party may assign or transfer its rights or obligations under the Agreement to a third party without the prior written consent of the other party, except where such transfer is expressly permitted by the Agreement or required as part of a corporate restructuring or transfer of the relevant property/business, subject to applicable law.

 

20. Amendments

Any amendment to the Agreement or these T&Cs must be agreed in writing by the parties.

Verbal agreements or informal communications shall not amend the Agreement unless subsequently confirmed in writing by authorised representatives of both parties.

 

21. Notices

Any formal notice required under the Agreement shall be delivered to the email address, postal address or other contact details specified in the Agreement.

Each party is responsible for keeping its contact information up to date.

 

22. Severability

If any provision of these T&Cs or the Agreement is found to be invalid, illegal or unenforceable, that provision shall be modified or removed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

 

23. Entire Agreement

The Agreement, together with these T&Cs and any written schedules or annexes expressly incorporated into it, constitutes the agreement between the parties concerning its subject matter.

It supersedes prior discussions, correspondence and understandings concerning the same subject matter, except where expressly incorporated into the Agreement.

 

24. Governing Law and Dispute Resolution

These T&Cs and the applicable Agreement shall be governed by the laws of the Republic of Indonesia, unless otherwise expressly agreed in writing.

The parties shall first attempt to resolve any dispute through good-faith negotiation.

If the dispute cannot be resolved amicably within 30 days, either party may refer the dispute to the competent courts or other dispute-resolution mechanism specified in the applicable Agreement.

 

25. Good Faith

The parties agree to act honestly, reasonably and in good faith in performing their respective obligations and to cooperate with each other to achieve the commercial purpose of the Agreement.

 

26. Acceptance

By signing a Listing Agreement, Villa Management Agreement or other agreement with SeaScape, the Partner acknowledges that it has read, understood and accepted these Terms & Conditions and agrees to be bound by them for the duration of the applicable Agreement.

Important wording change I recommend: rather than saying “no party can break the contract”, use:

“Neither party may unilaterally terminate, cancel or withdraw from the Agreement before its expiry, except as expressly permitted under the Agreement or applicable law, or by mutual written agreement of the parties.”

That is much stronger legally while still allowing legitimate termination for things such as material breach, non-payment, illegality or other termination rights expressly agreed in the contract. For an Indonesian-facing contract, I would also have an Indonesian lawyer review the final version before making it the standard SeaScape T&Cs.

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