GENERAL TERMS & CONDITIONS - Service Providers
GENERAL TERMS & CONDITIONS
(as applicable to the Agreement with Service Providers)
These General terms and conditions (hereinafter referred to as “SP GTC”) shall apply to and be considered as an integral part of all agreements entered by the Company with any of its Service Provider(“Agreement”).
3. Statutory compliances
The Service Provider shall be solely liable for Statutory Compliance in respect of all applicable laws of land (as amended/replaced from time to time) which inter alia includes Central/State Labour laws and Regulations/Rules made thereunder including but not limited to Compliance of provisions of Minimum Wages, Provident Fund, ESI, Bonus, Gratuity, Factories Act, Contract Labor (Abolition and Regulation) Act etc. The Service Provider shall be solely responsible for maintenance of records and filing of various forms/ returns prescribed under all applicable Central/State Labour laws and Regulations/Rules made thereunder in respect of Workmen employed by it.
The Service Provider must obtain a valid license issued by the competent designated statutory authority, under the Contract Labour (R&A) Act and the Rules framed there under.
The Service Provider shall provide certificate regarding compliances on monthly basis to the satisfaction of Company.
4. General obligations of Service Provider
The Service Provider shall indemnify and keep indemnified the Company, from and against all actions, suits and proceedings by the its workers, third party for the acts/omissions of the Service Provider and all costs, charges, expenses, losses or damages which may incurred or suffered in respect of any matter related to or concerning the business of the Service provider or of any of the matters of the third party in connection with the Agreement.
The Service Provider shall be liable to indemnify Company for all losses arising out of any act/negligence of the any of the employees of Service Provider. The Service Provider shall also be liable for all losses suffered by Company caused by theft/pilferage, damage to property of Company, leakage of any confidential information of Company, injury (bodily or otherwise), if it is established after joint investigation or police enquiry that the theft/pilferage etc. was conducted by any employee(s) of the Service provider or with connivance of any employee(s) of the other Service providers employed by Company or employees of Company. For the purpose of this clause Service Provider includes employees of Service Provider.
The Service Provider shall at all times maintain and keep secret and confidential any knowhow, figures, information, trade secrets, data or confidential documents in written/verbal form, obtained during the course of business relationship with Company which Service Provider has or may acquire from time to time relating to business of Company, to any person(s)/authority/organization /statutory body without written permission of Company. The Service Provider further agrees to take such steps and precautions as may be necessary to preserve and protect any Proprietary Information from publication, reproduction, communication or other unauthorized disclosure to the third parties. The terms of this clause shall survive termination of this Agreement.
The obligations shall not apply to information which:
Notwithstanding the foregoing, before making any use or disclosure on any of the foregoing exceptions, Service Provider shall intimate the Company as soon as practicable the applicable exception(s) and circumstances giving rise thereto.
8. Relationship between the Service Provider and the Company
Nothing in the Agreement shall be construed to imply a joint venture, partnership, principal-agent relationship or co-employment or joint employment between the company and the Service Provider. The Service Provider, in furnishing services to the company hereunder, is acting independently on its own. Personnel engaged/employed by a party shall be deemed employees of that party and will not for any purpose be considered employees or agents of the other party. Except as may otherwise be provided in this Agreement, each party shall be solely responsible for the supervision, daily direction, and control of its employees and payment of their salaries (including withholding of appropriate payroll taxes), workers’ compensation, disability benefits, and the like.
This Agreement shall be governed by the laws of the Union of India. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portions of this Agreement shall remain in effect.
10. Force Majeure
Notwithstanding anything contained herein, the company shall have the option to exercise at any time in its sole discretion to suspend/terminate, with immediate effect, this Agreement under any or all of the following circumstances:
Provided, the Company shall not be liable to make any payment to the Service Provider during the existence of Force Majeure event.
Neither this Agreement, nor any right or obligation hereunder may be assigned, in whole, or in part, by the Service Provider without the prior permission of the company, provided that, upon written notice to the company and after seeking full consent of the company, the Service Provider may assign this Agreement to any member or an affiliated firm of its.
This Agreement shall not be amended, modified, altered or changed in any way except by writing executed by the company and the Service Provider.
This Agreement shall be terminated by Company without any prior notice and without any compensation under the following Circumstances:
The Company shall have the right to terminate this agreement without any notice for any reason whatsoever. However, the obligations and payments under the Agreement are to be made by either party, for any Services defined, before any such termination.
Upon termination of the Agreement, the Service Provider shall ensure forthwith departure of each and every one of its Workers from the premises of the company.
Any notices, demands and other communications required or permitted to be given, pursuant to this Agreement shall be in writing, sent by certified mail or by, courier or by facsimile.
Without prior written consent of the Company, the Service Provider shall not employ any employee of the Company.
16. Proprietary and related rights
All the data and the information supplied by the company to the Service Provider in connection with the service being provided by the Service Provider shall remain the property of the company or its licensors. Deliverables shall be deemed to be works made for hire under Copyrights Act. The deliverables and the services of the Service Providers (including any related recommendation and advice are intended solely for the information and use of the company’s management, officials, directors and employees and may not be disclosed to any other person without the consent of the company except as required by law. If the deliverables or services are disclosed to an unauthorized third party the Service Provider agrees to indemnify the company from and against the same.
17. Designated Single Point of Contact (SPOC) and Authorized Signatory
The Purchaser hereby designate Mr. Vikas Chhabra, Authorized Signatory (hereinafter referred to as ‘the SPOC’/’the designated SPOC’/’the Authorized Signatory’) who shall serve as a single point of contact and shall be responsible for proposing or accepting in writing any variation from the terms of the contract executed with the service provider during its tenure.
The said SPOC is only authorized signatory on behalf of the Purchaser for all communications with the service provider and the Purchaser does not have any obligation or binding for any communications on its behalf by any person other than the designated SPOC as aforesaid.
No payment, Invoice, debit notes, material, services, shall be considered accepted by the Purchase till the time same has been duly accepted in writing by the designated SPOC.
The Purchaser is entitled to change the designated SPOC at any point of time and shall promptly give written notice of the change to the service provider including the new contact details of the new designated SPOC immediately on happening of such change event.
18. Prevention of Bribery
The Service Provider hereby undertakes that, at the date of the entering into force of the Agreement, itself, its directors, officers or employees have not offered, promised, given, authorized, solicited or accepted any undue pecuniary or other advantage of any kind (or implied that they will or might do any such thing at any time in the future) in any way connected with the Agreement and that it has taken reasonable measures to prevent sub suppliers, agents or any other third parties, from doing so. Failure to comply with this clause or any act of offering, soliciting or accepting advantage committed by the Service Provider or by an employee, agent or sub- supplier of the Service Provider shall, without affecting the its liability for such failure and act, result in this contact being invalidated.
19. Waiver of rights
No forbearance, delay or influence by Company in enforcing any of the provisions of this Agreement shall prejudice or restrict the rights of Company nor shall any waiver of its rights operate as a waiver of any subsequent breach and no rights, powers, remedies herein conferred upon or reserved for the Company is exclusive of any other right, power or remedy available to Company and each right, power or remedy shall be cumulative.
21. Governing Law
The Agreement shall be governed by the applicable laws of India. The Parties shall follow the dispute resolution mechanism as provided in Article 161 of the AOA of the Company.