For the purpose of improving the relation with its supplier, contractors and services providers and to facilitate the contractual procedures, stc has provided a group of automated Systems to act as a communication channel with the contractors, suppliers and the services providers through the functions included in these systems.
The iProcurement System (also referred to as the "System") is an electronic tool that allows Saudi Telecom Company (hereinafter referred to as stc) to authorize the Supplier’s authorized representative (hereinafter referred to as "Supplier") to receive requests for quotations, purchase orders, contracts and sending quotes, bids, shipment notices and invoices online and to participate in the company procurement activities.
The Supplier is required to complete the online registration process by providing his brief company profile for approval. This would allow stc to register the Supplier as pre-approved supplier and assign a user name and password for secure access to the System.
The Supplier agrees and acknowledges that he fully understands the system and terms & conditions, as he acknowledges that, where it is needed, he should ask for clarification or check and inspects to know the consequences of using this system and complying with the current or the addendum terms and conditions. He also agrees that using the system is considered as explicit approval of the terms and conditions mentioned in this Agreement.
Whereas , the Supplier has read the provisions that regulate usage of this system , as he is convinced and agreed to submit his company name as stc registered Supplier and to abide by this Agreement terms and conditions and the other collateral agreement ( Transparency Agreement and Information Non-Disclosure Agreement).
Accordingly , both parties agreed upon the following :
The following words and expressions shall have the meanings assigned to them unless otherwise specified.
shall mean Saudi Telecommunication Company (stc), the first party of this Agreement and the owner of the Supplier System (iProcurement). Which is a Saudi company, incorporated under the laws and regulations of the Kingdom of Saudi Arabia, and registered under the commercial registration No (1010150269) .
shall mean any person or persons qualified to deal with stc in the areas of contracting, supplying materials or providing services and he is the second party in this Agreement. This capacity includes the supplier representatives, his successors or any person supersedes him under the consent of stc.
System (I Procurement):
shall mean the automated system which is owned and managed by stc. Its general function is for automating the registration, purchases, contracting and invoicing procedures. It needs the internet and other means for communicating with suppliers. It includes several functions, such as registration, invitation for competition and organizing the relationship etc.
shall mean the person selected by the supplier to represent him in using this system.
shall mean the registration for accessing the system and dealing with it in any format such as registering and qualifying the firm, distributing the authorizations, sending and receiving documents and offering quotations.
shall mean written or electronic document prepared by any party of this Agreement and it should be part of the content of the Agreement, such as (registration data, invitations, specifications conditions and technical and financial offers).
It is the system in which stc registers the Supplier name & information within the suppliers , contractors or services providers list , that stc may deal with them in one or more project, this procedures comes after the completion of the supplier to all the registration requirements specified by the system
The headings and captions mentioned herein do not constitute a part of this agreement and shall not be considered upon the interpretation, It is only considered as a reference.
This Agreement aims to organizing the relationship between the Company and the suppliers by stating the main terms of dealing. Without prejudice to any agreement between the two parties, the terms of this agreement shall supersede other terms of complementary agreements or those mentioned according article 12. These terms shall be complementary to the terms and conditions which may to be agreed upon with the supplier for implementation other operations or similar ones
to the Agreement
It is agreed that the agreement with its collateral agreements shall remain as they are, without modification. However the Company shall have the right to amend some of the terms without being obliged to notify or inform any other party. the supplier whose continuity in dealing with the Company or using the system as well as declining to express objection or reservation over the amendments shall be considered as consent from his part for these amendments or additions. As the company shall be the only one who have the right to interpret these condition in case of any conflict or contradiction may arises.
The Company shall reserve no effort in maintaining its good relation with the supplier and will endeavor to render the system as an effective and highly efficient tool and to abide by the content of this agreement. However the supplier exempt the Company or any of its representatives & affiliates from any responsibilities, losses, damages or financial claims pertaining to the functions provided by this system, such as the cost for accessing the system, costs for preparing proposals, or loss of information provided by the supplier or failure to invite suppliers for submitting proposals or delay in notifying the supplier with the request for proposal or any inaccuracy of messages sent by the Company etc.
It is agreed that completion of Supplier to all or part of registration and qualification requirements in the system or his acceptance to this agreement is considered as adoption from his side that he read and understood and agreed with out exceptions with the terms and conditions , and this shall not give him the right in pre-qualification as he shall not be regarded as a part of this agreement unless he will be advised by completing the procedures by stc , it is also agreed that advising the Supplier by his pre- qualification will not give him the to claim for bid or RFP or contracting or any similar procedures .
The supplier shall be considered responsible before the Company about the information or the documents he submitted or shall submit to the Company and shall ensure the accuracy, integrity of the information as he should keep it updated, accurate and complete. The Company reserves the right to seek any means deemed necessary to verify this, also without prejudice to the terms and regulations pertaining information confidentiality, the Company shall have the right to request clarifications or documents supporting this information from the supplier or any concerned party.
The Company shall be committed to implement the electronic operations carried out by the user, as long as these operations conform to the established conditions and regulations. The supplier shall confirm he knows that, the electronic operations have the same power and effect of the operations that are implemented in written or documented format. Based on this, all operations or obligations arising through the system shall be considered identical or complementary to those arising through the documented format and considered a base for existence of the obligations. Also the system records shall be considered as irrefutable evidence for settlement of any conflicts or disputes that may arise between the supplier and the Company.
Based on registering and qualifying the supplier on the system, a user ID & pass word shall be given to the main user who is entitle to delegate his authority fully or partially to a number of users. Accordingly the supplier shall undertakes the following:
The main user shall be a legal representative to the supplier and he has the right to delegate the powers.
Maintain the confidentiality of user ID and pass words.
Make every possible effort to maintain the integrity of the codes and numbers, as well as avoiding entering them in any computer or computer materials or any documents or multimedia.
The user ID shall be given only to his direct authorized affiliates to have access to the system.
Obtain the needed commitments from his affiliates to observe the confidentiality of those codes.
Provide the necessary records for distributing the codes.
Deactivate the sub user ID that established by the main user, if the sub user relation with the supplier is terminated.
Deactivate the main user ID in case the user left his job or the supplier desires to change or due to the extinction of representation for any reason. The company shall not be liable for any damages arising from the un authorized use for the supplier account.
Notify the Company immediately in case of losing the main user ID code or termination of the main user relation with the supplier.
Without prejudice to the requirements of the rules and regulations applied in Kingdom of Saudi Arabia, the supplier shall be fully responsible for any damage caused by him or his affiliates to the system and he shall also be fully responsible for any damage caused by him to the Company during his implementation of any contract being concluded between him and the Company.
The Supplier shall be committed to use the website in the best way by complying with the applicable usage rules that clarified by the company, as he shall not reach any website by any mean but through the means provided by the company. Moreover he has no right to have access to any account or to try to have access for no authorized account, also he agrees no to modify the programs with any type or way, or to use a modified copies from these programs for any purpose including but not limited to have the access to the website by unauthorized way. The supplier will be responsible for any defects in the system or the network security that may cause any legal, civil or criminal liability.
This agreement shall remain valid, and a reference number will be assigned to the supplier. However either party has the right to terminate this agreement and optionally abrogate the supplier number, provided that the following are considered:
The party that is wishing to terminate the agreement shall notify the other party.
The termination shall have no effect on the existing contract between the two parties for the purpose of implementing a certain operation.
Finalization of any obligations of either party to the other.
The Company may have the right to terminate this agreement without notifying the supplier, if there is any breach from the supplier, with the way that the company may see suitable including the close of the account temporally or permanently, cancelation or preventing him to register in the website in the future. The company also may abrogate contract or contracts concluded with him or to withdraw the work if any violation of the terms of this agreement by the supplier.
The supplier acknowledges that being given the necessary authorization for system usage does not grant him as well his staff the possession right in any form of proprietary material, documents, trademark, logo programs or any materials deemed proprietary, which pertain to the system's component or transmitted through the system or derivative thereof. And he shall hold liable against users’ acts like infringing, amending, duplicating or misusing the properties or any part thereof.
The supplier undertakes to respond to the Company's requirements, such as R.F.Q and answering any inquiries in a speedy manner, without any delay within the time frame. Otherwise he shall explain reasons in case of failure to respond to the Company's requirement.
All notifications, communications and documents in relation with this agreement shall be exchanged either by handover with a receipt or through official or registered mail, approved electronic mail or by fax. It shall be deemed effective if it reaches the addresses set below.
- As for stc: ..................
- As for the Supplier: the address he registered in the system.
Address may be changed by notifying the other party (15) days prior to the change.
The Supplier hereby warrants, represents and undertakes that (a) submitted addresses shall remain valid over the entire course of agreement and shall be updated promptly whenever been amended ; (b) his mailing system and its utilities are secured against any potential risk; (c) mailing system along with all its utilities are capable and secure to perform in conformity to the purpose of this agreement and iSupplier requirements; (d) designated recipient/s are granted always sufficient authority to check mail content, review and act on behalf of Supplier when required; and (e) he shall bear consequences and damages arising from overdue receipt , messages content leakage, theft or misconduct due to reasons not attributable to company. Aforesaid messages apply essentially to usernames, newly created passwords and reset passwords. .
If, at any time or from time to time, there was failure from any party in implementing any of this agreement or the attached agreements terms or conditions this will not constitute a waiver or relief from any obligations of that party or the other for any of the terms and the conditions or for his right for compensation at any time for the breach of such terms & conditions.
The Second party realizes and understands that :
A- The first party as a legal entity is committed to abide by the Saudi Arabia Anti-corruption laws including Bribery Prevention Law issued under the royal decree No. (36/m) dated 29/12/1412H.
B- The applicable laws in Saudi Arabia prohibit and indict offering, giving or promising the bribery for any person clarified in the following clause, whether in direct or indirect way. As it indicts all the shapes of subsequent rewards whether it is money or things that has a financial or incorporeal value such as gifts, endowments, Training courses or participation in a conference or an occasion …. , and anything that has a financial or incorporeal value.
C- According to the applicable laws in Saudi Arabia the second party should put in his consideration that the first party employees includes the first party CEO , Vice presidents and their assistants , General Managers , Administration Managers, Departments Managers, Chairman of the Board ,Board of directors , Employees, Contractors with their employees and subsidiaries including the labors on the basis of Operation contracts or the subsidiaries labors .
For more information regarding the Saudi Arabia Anti-Corruption laws you can visit the website of National Anti-Corruption Commission (Nazaha) www.nazaha.gov.sa .
As the second party acknowledges realizing and understanding that He should inform the first party regarding any fears , inquiries or violations regarding the requests above through the whistle-blowing email Speak-UP@stc.com.sa
The Supplier as well as his staff, while handling with Company, shall undertake to abide by the regulations, instructions and decisions pertaining to the safety and security of the Company.
24.1 The Supplier acknowledges and agrees that it shall not be entitled to use any of the Customer's trademarks or brands or logos for any purpose without the Customer's prior written consent.
24.2 Where the Supplier is given consent to use the Customer's trademarks or brands or logos, the Supplier shall use those trademarks or brands or logos strictly in accordance with applicable Customer Policies and any other conditions notified by the Customer.
24.3 Each Party acknowledges and agrees that nothing in this Agreement prevents either Party from using Residuals for any purpose provided that such Party does not:
4.3.1 infringe the Intellectual Property Rights of the other Party or any Third Party; or
24.3.2 Breach its obligations of confidence under this (or any other) Agreement.
24.4 For the purposes of clause "Residuals" means ideas, know-how or any general skills or knowledge gained from the experience of providing or receiving the Services and retained in the unaided mental impressions of such Party’s employee relating to the Services which either Party, individually or jointly, develops or discloses under this Agreement.
The Supplier shall continually undertake to prevent any Conflict of Interests, and shall ensure accuracy and integrity of the Declarations that he submitted to the Company pertaining to the Conflict of Interests, and shall undertake to make a prompt notification about any amendments that may affect the aforesaid declaration.
During any engagement period, The Supplier as well as its staff should refrain from utilizing telecom services “Tele-services” which are provided by stc's competitors for handling or contributing delivery or/and executing the tasks. Tele-services includes all services that lie under telecommunication field such as voice over cables, voice over wireless networks, data.. and etc .
Unless specified in this Agreement or its Annexes shall be subject to Electronic Transactions Law issued under the Royal Decree No. M/18 dated of 8/3/1428H, and it’s implementing regulations, decisions and circulars issued by CITC.
Unless specified in this Agreement or its Annexes shall be subject to The Anti-Cyber Crime Law issued under the Royal Decree No. M/17 dated of 8/3/1428H, and it’s implementing regulations, decisions and circulars issued by CITC
This agreement and or the attached agreements are subject to the regulations applied in the kingdom of Saudi Arabia & shall be construed & implemented, along with any disputes arising thereof, accordingly. Any dispute arising out of the implementation of this agreement or the attached agreements which is not solved amicably shall be submitted to the Board of Grievances for final settlement.
As the signing of the essential dealing agreement may cause the free exchange of information between the two parties from time to time, as they wish to place arrangements in order to protest the exchanged information from being illegally used or disclosed, the two parties agree to the following:
1/1 This agreement is about stc information and deals with all types of information whatever their nature or type may be , which the supplier or his managers , officials , staff , agents or advisors obtain directly or indirectly from the company or as per the discussions held with the company or any of its contractors before or after the date of this agreement , in whatever form ( including but not limited to information obtained in writing or verbally or by any visible or electronic or magnetized or digital means ) noting that the phrase “ the company’s private information” shall not include information which the other party demonstrate that :
1.1.1 They are available and obtained by the public in a manner that does not constitute a breach of this agreement, or
1.1.2 They are obtained previously by him without restriction or disclosure, or
1/1/3 They are obtained independently by any of the two parties from a third party with the right to disclose, or
1.1.4 They are prepared independently, and in good faith, by the receiving party’s staff that has no access to that information.
1.1.5 The information that is disclosed by the Vendor to satisfy the legal demand by a competent Court of Law or government body, provided however that in these circumstances the Disclosing party shall advise The other party prior to disclosure so that stc has an opportunity to defend,
limit or protect against such production or disclosure, and provided further that the Disclosing Party will disclose only that portion of Confidential Information which is legally required to be disclosed and the Vendor will exercise its reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to any Confidential Information so required to be disclosed.
1.1.6 The information disclosed to a third party pursuant to written authorization.
1.1.7The information that consisted solely of generalized ideas, concepts, know-how or techniques relating to computer hardware or software
The two parties shall, without incurring any costs, exchange such information that they both deem necessary & beneficial as to the implementation of the tasks subject to the essential agreement.
3-1 Each party shall be obliged during the period of this agreement to maintain the confidentiality of the information received from the other party & shall not disclose it to any other third party or to use except as necessitated by the implementation of the projects or processes unless such disclosure or usage has been agreed to in writing by the party providing the information.
3-2 Each party shall acknowledge and agree with the other party to benefit from the information exchange subject to this agreement only for the purpose of implementing the essential agreement and the relevant contract and not for any other purpose (commercial or otherwise) whatever the reasons or justifications may be.
The receiving party shall commit to maintain the confidentiality of the information provided to him and shall treat them with the same level of confidentiality of his own information of the same nature and it shall not be disclosed to any third party except for his authorized subordinates in order to assist them in implementing the tasks of dealing agreement or projects.
Each party shall acknowledge and agree that any violation of this agreement terms and provisions which shall cause any harm to the other party would not be compensated, whereas the financial compensations are not efficient for such violation. If such violation has occurred or most likely to occur by any party, the other party shall have the right to seek to obtain a court decree from any authorized tribunal to avoid such violation occurrence or threat and to prevent breaching party of violating this agreement.
Whereas any court decree is an additional solution but it shall not strict or prevent the committed party to seek to obtain any other solutions.
Both parties shall do their best endeavors and efforts to ensure the fulfillment of this agreement Terms and Conditions by his staff and by any other individuals who receive such confidential information pursuant to Article (3) of this agreement , provided that such individuals are among the parties of this agreement.
This agreement shall not include any provision that may affect the obligations of both parties regarding confidential information whereas the “confidential information “term will be understood under all interpreted laws of this agreement.
The private information shall remain the property of the Discloser and this agreement shall not include any terms or that shall authorize other party to this right or any license regarding the disclosure of such information and he has no right for its property.
Each party shall commit, upon written request from other party, to return or destroy all copies of the private information received by him.
The commitments and restrictions shall be valid along with the dealing agreement and last for one year after its termination for any reason except as stated in Article “3 “, “4” ,"5" and "6" which last for 5 years at least.
In the event that any of the parties enters in a merge, joint, or any other rearrangements with other party therefore it is agreed upon that the successor shall be committed to implement this agreement terms and provisions.
Any disclosure or publishing of this agreement information or any relevant information shall be based upon both parties previous approval.
13.1 Staff, henceforth referred to as "Users", engaged by the Vendor in connection with the Business Purpose who requires access to Saudi Telecom Corporate Information and / or Internet Services shall be allowed access subject to the following provisions of this Agreement:
a) Access to Saudi Telecom Corporate Information and Internet Services is permitted to all Users who have the necessary management approval for such access
b) stc Information and Internet Services shall be used for work in connection with the Business Purpose only.
C) Users may not download or install software without approval from Saudi Telecom management.
D) Individual Internet Dial-up connections will not be permitted.
e) Users may only access the Internet using Saudi Telecom approved and installed Internet client software.
e) Users may only access the Internet using Saudi Telecom approved and installed Internet client software.
e) Users shall not initiate hostile or fraudulent activities which have the potential to harm Saudi Telecom and/or its staff.
g) Users are not permitted for the undersigned to discuss their knowledge of the Saudi Telecom technology Infrastructure with non-authorized and/or non stc /contractor employees.
13.2 The following cases or its similarities is contravening this agreement , although this contravention will give the Co. the right to recon serve its rights & to avoid violation comprising damage claims for the vendor & his staff .
* Violating the right-to-privacy of employees of Saudi Telecom including attempts to access another person's account, and personal files
* exploitation of Saudi Telecom computer resources to threaten or harass other computer users
* Using the Internet for any activity that contravenes the laws of the Saudi Arabia
* Attempts to write, produce, copy, or introduce, into the Saudi Telecom technology environment computer codes designed to self-replicate damage or otherwise hinder the performance of any computer. Any such software is commonly referred to as a computer virus
* Attempts to alter system software or hardware configurations. Deliberate attempts to degrade or disrupt system performance will be viewed as a criminal activity under the Saudi Arabian law.
* Violating the current workplace ethics or standards.
* Use of Saudi Telecom Corporate Information and Internet Services for any commercial purpose without the express written consent of Saudi Telecom.
* Unauthorized attempts to access computers belonging to Saudi Telecom or another organisation.
* Sending threatening messages..
* Sending racially and/or sexually harassing messages
* Theft by copying electronic files protected by copyright (national or international) without appropriate permission.
* Distributing or posting (electronically, via e-mail or otherwise) Saudi Telecom confidential materials outside of Saudi Telecom.
* Refusal to co-operate when security investigations are conducted - routine or otherwise.
* Sending "chain letters" via email.
14.1. If at any time or from time to time there is a failure of any party to fulfill any of this agreement terms and conditions, this shall not constitute a waiver by such party of his right of compensation at any time for the violation of such terms and conditions by the other party.
14.2. This document constitutes the entire agreement concluded between the parties and shall replace all previous written or oral agreement regarding the subject of this agreement. Any other agreements or understanding agreements for amending or extending the provisions and terms of this agreement shall not be applicable on both parties without written approval signed by the authorized representatives of each party.
14.3 In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, which shall be construed as if such invalid, illegal or unenforceable provision had never been set forth herein, and the Agreement shall be carried out as nearly as possible according to its original terms and intent.
As the two parties wish to achieve their common interests & desire to enter into this agreement with legitimate obligations to both of them & as they agree to its terms, the two parties shall agree to the following:
“ Bribe “ means the payment or the promise of payment of money or grants or loans or any similar benefit including the direct or indirect proposal of any amounts of money or other in order to obtain or keep any of the works , any of those activities considered a bribe according to the recommendations of the Economic Cooperation & Development Organizations regarding bribe , for the year 1994 as well as the modification made in 1998 on the External Corruption Prevention Bylaw for the year 1997 & the illegal activities subject to the bribe prevention law in KSA. “ External Official “means any employee or agent or representative or consultant or contractor for any government authority or court or jurisdiction including but not limited to the external officials as per Economic Cooperation & Development Organization recommendations for the year 1994 & those persons known as external officials as per the External Corruption Prevention for 1997.
Affiliate companies means (A) any company that directly owns stocks with majority in the company (B) any other company in which ownership of the majority of stock are directly owned by a company mentioned in (A) above & (C) members of the company’s board or their relatives or partners or any person directly connected to them & (D) the company’s officials or staff & (E) any government official directly involved with the required activities as per the essential contracts before , during & after its implementations.
With regard to the essential dealing agreement, the supplier shall
Acknowledge the following:
2-1/ Not to offer any bribe to the officials , managers , employees , external managers of the company or its branches whether in respect of the essential agreements or any other agreements or contracts that arise & to apply & implement policies & procedures that prohibit the bribing of these people including but not limited to the staff residing in KSA. &
2-2/ To compensate the company or its affiliates or their staff for any damage , or to prevent any harm to those people with regard to any claims or cause or proceeding or preventive claim or loss or damage or expenses ( including lawyers expenses) or the responsibility for any acts related to prohibited bribes as per this complementary agreement.
As of this date , the supplier shall assure & guarantee the following:
He has not proposed or offered a bribe to officials, or managers, or employees of the company or its external managers or the company’s branches employees in regard of the essential agreement or the other agreements & contracts including but not limited to the external managers in KSA & to obtain the signature for contracts & agreements directly from the company without participation of any third party.
The supplier shall agree that non commitment to this complementary agreement or in case the assurance and guarantee mentioned are false, the company shall be entitled to resort to all available means as subject to the law including but not limited to termination of contracts or standing agreements & deduction of payment made or to be made with regard to bribe from any amounts payable to the supplier.