Vendor Term and ConditionPreamble
Whereas STC for promoting its relation with contractors and suppliers, and for the purpose of facilitating the contractual procedures has established automated system to act as communication channel with contractors, suppliers and service providers and where as the Supplier has acquainted, convinced with system specification and agreed to join the registered suppliers list of STC, and to be abide by the provisions of this Agreement and its other complementary Agreement's. Therefore the parties hereby agree as follow.
Article (1): Definitions
The following words and expressions shall have the meanings assigned to them unless otherwise specified.Company (STC):
shall mean Saudi Telecommunication Company (STC), the first party of the Agreement and the owner of the System . It is a Saudi company, established under the laws and regulations applied in Kingdom of Saudi Arabia and registered under the commercial registration No (1010150269)Supplier:
shall mean any natural, or legal person/s qualified to deal with STC in the areas of contracting, supplying materials or providing services and he will be considered hereinafter as the second party. This capacity applies the supplier representatives , successors assignee/s whom granted Company's consent.
System (Isupplier): shall mean the automated system for which is owned and managed by STC. Its function in general, is for automating the registration, purchases , contracting and invoicing procedures. It uses the internet and other means for communicating with suppliers. It includes several functions, such as registration, invitation for competition and relationship organization etc.
User: shall mean the person selected by the supplier to represent him in using this system.
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)pre-qualification : It is the act of incorporating Supplier’s name and information within the suppliers & contractors or services providers who are dealing with them in one or more various activities, this procedures can be accepted after completion to all required relevant procedures such as specified by the system
Article (2): Headings and CaptionsThe headings and captions mentioned in herein do not constitute part of the agreement and shall not be consider upon interpretation of the same. They are for convenience of reference only.
Article (3): Purpose of the AgreementThis Agreement aims at 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
Article(4):Amendment of the Agreement and Addition of TermsThe Company may upon its discretion amends this agreement or incorporates further conditions therein hence Supplier will be committed to make periodical review for compliance purpose. However, continuity in dealing with the Company will be deemed as an implied consent to amendments or additions .
Article (5): The Company's LiabilityThe Company will 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 etc.
Article (6) The Company Acceptance to the Agreement.It is agreed that completion of Supplier to all or part of registration requirements in the system or his acceptance to this agreement will not give him the right in pre-qualification , he shall not be regarded as a party herein unless written confirmation of Company’s consent issued, it is also agreed that said confirmation of pre- qualification doesn’t constitute a pre-conditional right for tender invitations, accordingly claiming RFP will be void under such circumstances .
Article (7): InformationThe supplier shall be considered responsible to the Company for the information or the documents he submitted or shall submit to the Company and shall ensure the accuracy, integrity and obligatory of the information. 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.
Article (8): Implementation of Electronic ServiceThe Company shall pledge to implement the electronic operations carried out by the user, subject to their consistency with the established conditions and the regulations. The supplier shall confirm his knowledge that electronic processes have the same power and effect of the processes that are implemented in written or document format. Based on this, all processes or obligations arising through the system shall be considered identical or complementary to those arising in document format and considered a base for establishing the obligations. Also the system records shall be considered as irrefutable evidence for settlement of any differences or disputes that may arise between the supplier and the Company.
Article (9): User ID & Passwords
Upon registration , Supplier will be granted a username & pass word. Accordingly the supplier shall undertake to the following:1.The main user shall be a legal representative to the supplier and he has the right to delegate the authorizations.
2.Maintain the confidentiality of user ID and pass words.
3.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.
4.The user ID shall be given only to his direct affiliates that are authorized by him to access the system.
5.Obtain declaration from his affiliates for observing the confidentiality of those codes.
6.Organize the necessary records for distributing the aforementioned codes.
7.Deactivate / reset the main username in cases like user resignation or user become unaccredited for representation or etc.
8.Inform the Company immediately incase of loss of the main user ID code or termination of the main user relation with the supplier.
Article (10): Processes Mechanization
The Company shall develop the mechanization of purchases and contracting processes in gradual stages, whereas the supplier shall be obliged to set up and mechanize his procedures in consistent with the Company instructions or in consistent with the requirements of the Company implemented stages.
Article (11): Supplier Liability
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.
Article (12): General Contractual Conditions & Supplementary Agreements
Supplementary agreements will come after this agreement as follows:1.Transparency Agreement.
2.Information Non disclosure Agreement.
The provisions of aforementioned Agreements shall be considered as complementary to this agreement’s provisions. It is agreed that the required consent from Supplier shall extend to those agreements. Furthermore, these conditions will be complementary to the terms of this agreement & are also complementary to the terms and conditions of the awarded contracts, where applicable. The Supplier should consider these terms and conditions upon tendering or offers preparation, as they will be one of the contractual documents as per their types.
Article (13): Termination or Abrogation of the Agreement
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:1.The party that is wishing to terminate the agreement shall notify the other party.
2.The termination shall not affect an existing contract between the two parties for executing certain process.
3.Finalization of any obligations of either party to the other. The Company may have the right to terminate this agreement without notifying the supplier incase of abrogation of contract or contracts concluded with him or withdrawal of work or any violation of the terms of this agreement by the supplier.
Article (16): System Ownership
The supplier shall confirm his acknowledgment 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 held liable against users acts like infringing, amending , duplicating or misusing the properties or any part thereof.
Article (17): Responses
The supplier shall be obliged 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 incase of failure to respond to the Company's requirement.
Article (18): Contracting Method
As it is well known that most of the contracts take one of the following forms, and as it has been agreed that such contracts shall be obligatory to the supplier after being notified in writing with the acceptance of his offer or contracting the same and these are approximately stated as follows:1.standard purchase order: it the contract in which the specific scope of work , services or material is identified, along with identification of the volume and quantity of those work, services and material , together with identification of the value and the total period, implementation- delivery schedule and payment method.
2.general purchasing agreement or purchasing contract agreement: it is the contract that specifies the general scope for work, services or material; it also identifies the units prices, total period, payment method provided that the individual prices or part of it can be specified in later agreement, whereas the work order will identify the total values, implementation period and the quantity and volume of works or services or material.
Article (19): Preventing Solicitation
It is prohibited for the supplier to hire any of the Company's staff working with him, whether they are Saudi or expatriates before two years from leaving their jobs with the Company's, unless he obtains a written approval from the Company's.
Article (20): Notices
ِA. All notices, communications and documents pertaining to this agreement shall be exchanged either by hand delivery against a receipt or through official or registered mail or approved electronic mail or by fax. It shall be deemed effective if it reaches the addresses set below.
- as for the Company : KSA , PO box (87912) Riyadh 11652
- For the Supplier: the address he registered in the system.
B. Addresses may be amended through the System means .
C. the Supplier shall adhere to the secure communication means (mentioned in item A) when available, violating this condition , i.e. use of less secure (e-mail), may result to message ignorance.
D. 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 safeguard 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.
Article (21): Exercise of Rights
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.
Article (22) Safety & Security
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.
Article (23) Conflict of Interests
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.
Article (24) Use of Telecom Services
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 rivals for handling or contributing delivery or/and executing the tasks. Tele-services includes all services that lie under telecommunication domain such as voice over cables, voice over wireless networks , data .. and etc.
Article (25): The Applicable Law & Settlement of Disputes
This agreement and or the attached agreements are subject to the regulations applied in the kingdom & 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.End of Dealing Agreement followed by Transparency Agreement
Transparency Agreement 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 or managers or employees or 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.
3. Assurance & Guarantee
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.
End of Transparency Agreement followed by Non-Disclosure Agreement.
Information Non-Disclosure Agreement
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. The Company’s Information
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 , or officials or staff or 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 who has no access to those information.
1/1/5 is legitimately disclosed to the justice body or authority demand by a competent Court of Law or government body, provided however that in these circumstances the Disclosing hall advise The other party prior to disclosure so that Saudi Telecom has an opportunity to defend, limit or protect against such production or disclosure, and provided further that the Disclosurer will disclose only that portion of Confidential Information which is legally required to be disclosed and the Supplier 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 is disclosed to a third party pursuant to written authorization .
1/1/7 consists solely of generalized ideas, concepts, know-how or techniques relating to computer hardware or software
2. Information Exchange
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. Confidentiality
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 to any other third party or 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.4. Information Protection
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.5. Violation of Agreement
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.6. Parties Obligations
Both parties shall do their best endeavors and efforts to ensure the fulfillment of this agreement provisions and terms 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.7. Confidential Information
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.8. Rights of Private Information Properties
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.& he has no right for its property.9. Private Information Retrieval or Recovery
Each party shall commit, upon written request from other party, to return or destroy private information with all copies received by him.10. Agreement Validity Period
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.11. Successors
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.12. Information Disclosure and Publishing
Any disclosure or publishing of this agreement information or any relevant information shall be based upon both parties previous approval.13/ STC Information Services
13/1 Staff, henceforth referred to as "Users", engaged by the Supplier 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) Saudi Telecom Corporate 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.
f) 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 Supplier & 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.
* Unauthorised 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 or provisions, this shall not constitute a waiver by such party of his right of compensation at any time for the violation of such provisions and terms 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.