5 / 01.04.2016 / Conditions for entitlement to payment added / AFP / SG
4 / 01.03.2016 / Term of payment changed to 90 calendar days / AFP / SG
3 / 01.01.2014 / Requirement for Certification and Release Added / AFP / SG
2 / 25.6.2013 / OHSE Terms added / AFP / SA
1 / 01.05.2012 / Terms and Conditions revised / AFP / MvL
0 / 01.03.2011 / Issued as standard template / AFP / TB
Rev. / Date / Description / Author / Checked by
© Copyright Tebodin
All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means without permission of the publisher.
Table of contents / PageSECTION I - FORM OF AGREEMENT
1Agreement Documents
2Communications
SECTION II - SCOPE OF SERVICES
1.General
1.1.Lump Sum Portion of Services
1.2.Unit Price Portion of Services
1.3.Listing of Consultant's Deliverables
1.4.Location
1.5.Consultant's Key Employees
1.6.Services Furnished by TME
2.Documents provided by TME
2.1.Documentation Provided to CONSULTANT
2.2.General Directive concerning Drawings,
Specifications and other Documents
3.Performance Schedule
4.Reporting
SECTION III - COMMERCIAL TERMS
1.Compensation
1.1.Total Price for all Services
1.2.Lump Sum Portion of Services
1.3.Unit Price Portion of Services
1.4.Not to Exceed Value
1.5.Expenses
2.Taxes
3.Invoicing and Payment
SECTION IV - SPECIAL TERMS
SECTION V - GENERAL TERMS
SECTION I - FORM OF AGREEMENT
This agreement is entered into effective on the date of the latest signature to the agreement, by and between:
TEBODIN MIDDLE EAST LTD, (hereinafter referred to as “TME”),
whose address is: P.O. Box 2652, Abu Dhabi, U.A.E,
and (Insert the name of Consultant’s Company),(hereinafter referred to as “Consultant”),
whose address is: (Insert the office address of Consultant’s Company)
both of whom being collectively referred to hereinafter as the Party or Parties.
This Agreement is the sole governing Agreement between the Parties, relating to the provision of Services as defined in Section II “Scope of Services”, and supersedes all inquiries, quotations, proposals, agreements, negotiations and commitments, whether written or verbal, preceding the effective date of this Agreement. Parties hereto agree that any other conditions, including Consultant’s own general terms and conditions are explicitly rejected and shall not form part of the Agreement, nor apply to the performance of the Services. This Agreement in its totality is a final expression of the agreement between the Parties. No course of prior dealings, trade custom or trade usage shall be relevant to the performance of Services under this Agreement or the interpretation of any part of the Agreement.
Changes to the Agreement shall be effective only if evidenced in writing and signed by the parties hereto.
In consideration of the agreements herein contained, the Parties hereto agree as follows:
1Agreement Documents
This Agreement shall consist of the Sections I, II, III, IV, V and the exhibits, drawings, specifications and documents referred to therein, all of which by this reference are incorporated herein and made a part of this Agreement. In the event of any conflict between these Sections, the order of precedence shall be as listed above.
2Communications
2.1All communications and notices between TME and Consultant, pursuant to or in connection with this Agreement, shall be marked with the TME Agreement Number and communicated in writing to the following addresses:
Consultant / TMETEBODIN MIDDLE EAST LTD.
P.O. Box 2652
Abu Dhabi, U.A.E.
Attn.: / Attn.:
Tel. / Tel.
Fax / Fax
2.2In performing the Services, Consultant's primary contact within TME shall be (Enter the name, telephone and telefax of TME’s contact person).
2.3Regarding commercial and contractual issues of this Agreement, Consultant's primary contact within TME shall be (Enter the name, telephone and telefax of TME’s contact person).
2.4Either Party may change names and addresses by sending the other Party written notice as specified in Article 2.1 above.
SECTION II - SCOPE OF SERVICES
- General
Consultant shall supply all labour, services, resources and consultation necessary to perform, and shall perform, the services described below, (hereinafter referred to as the “Services”), for or in connection with the prime contract TME has, or will have, with ______hereinafter referred to as “Client”.
1.1.Lump Sum Portion of Services
1.2.Unit Price Portion of Services
1.3.Listing of Consultant's Deliverables
(List all deliverables Consultant has to provide)
Consultant shall provide for (each portion of) the Services:
• ..... copies of an interim report for review to confirm the terms of reference and assumptions made
• ..... copies of a draft final report for review.
Consultant shall provide a final report in …. fold for (each portion) of the Services including all deliverables as
documented in the various subsections of Article 1.1 of this Section II.
1.4.Location
The data gathering and review of reports portion of the Services will be performed at ...... The study portion of the Services will be performed at Consultant's office in ......
(Define the location(s) where Consultant has to perform its services)
Consultant shall diligently adhere to rules and regulations applicable in TME’s or Client's office whenever (portion of) Services will be performed in a TME or Client office.
1.5Consultant's Key Employees
Consultant shall engage the following key employees in the performance of the Services:
Name / Function/Activities1.6Services Furnished by TME
TME will furnish or cause to be furnished to Consultant, the following Services for or in connection with theperformance of the Services:
(List all Services TME will provide, or state “none”)
- Documents provided by TME
- Documentation Provided to CONSULTANT
Services shall be performed in accordance with the following documentation as provided by TME.
2.2.General Directive concerning Drawings,Specifications and other Documents
2.2.1National and international codes and standards, which are referred to in the drawings, specifications and other documents, but not listed either in Article 2.1 above or elsewhere in this Agreement, shall apply to the Services. Consultant warrants being in possession of complete copies of such applicable national and international codes and standards. Unless stated to the contrary elsewhere in this Agreement, the most recent edition published, as of the effective date of this Agreement shall apply.
2.2.2Consultant shall, in interpreting the drawings, specifications and other documents be bound by the figures marked therein and not by scaled measurements.
2.2.3Services and supplies which by their nature form part of the Agreement or are necessary for proper finishing but are neither expressly mentioned in these drawings, specifications and other documents nor expressly excluded shall be for the account of Consultant.
- Performance Schedule
Unless otherwise agreed by TME in writing, Consultant shall commence the Services on (Enter date, example
“April 26, 2013”) and complete the Services not later than (Enter date, example “July 26, 2013”).
Time is of the essence in this Agreement.
- Reporting
These sub-articles are only used for work of several months duration where TME needs to review the interim
status of work. The precise nature of the reporting is also subject to conditions and the text below is only the
loosest of examples
4.1 Consultant shall submit no less than (Insert frequency of reporting and period over which to report) for TME’s
approval activity reports detailing the Services performed under this Agreement.
• Actual manhours spent
• Percentage completion of each portion of the Services
• Forecasted hours to complete each portion of the Services, expected over/underruns
• Narrative description of work done, outlook for next weeks/months, areas of concern, etc.
SECTION III - COMMERCIAL TERMS
- Compensation
- Total Price for all Services
1.1TME shall pay as full compensation to Consultant for complete performance of the Services in accordance with this Agreement, the summation of:
a)The total Lump Sum Portion as per Article 1.2 below.
b)The Provisional Price for the Unit Price Portion as per Article 1.3 below.
1.2.Lump Sum Portion of Services
1.2.1Full compensation for the Lump Sum Portion of the Services as set forth in Article 1.1 of Section II of this Agreement shall be the total Lump Sum of: AED ______
(Say ……………………………………………………………….)
This Lump Sum is broken down as follows:
Portion of Work / Lump Sum Price1.2.2The Lump Sum Portion of the services shall be invoiced in instalments as set out in the following tabulation
Milestone Description / Milestone Payment1.3.Unit Price Portion of Services
1.3.1 Full compensation for the Unit Price Portion of the Services as set forth in Article 1.2 of Section II of thisAgreement shall be the actual Units of Services performed and approved by TME, multiplied by the associatedUnit Price:
1.4.Not to Exceed Value
The "Not to Exceed Value" for the aggregate total of all payments made to Consultant, shall not exceed the Total Estimated, but not guaranteed, amount of AED ...... …...... say ...... herein referred to as the NTE. value.
On or before achieving an expenditure of 90 % of the total NTE value, Consultant shall inform TME of the anticipated total value for this Agreement. TME shall not pay Consultant any amounts in excess of the NTE value, unless this Agreement is modified in writing.
(Indicate how N.T.E value has been arrived at. Example “The NTE value is based on the tabulation set forth in Attachment I to this Agreement”).
1.5.Expenses
This is not a prescribed Article. Where the Prices and rates for the Work are all-in, this whole Article is marked
as “NOT USED”
Consultant will, in addition to any amounts payable on an agreed, Time Rate basis, be compensated forexpenses actually incurred as follows. Consultant shall to the extent that can be reasonably expected,minimise travel and third party expenses and use the most economical means of transport whenever possible.
1.5.1 Living expenses are defined as expenses incurred by reason of living away from home, such as the cost ofmeals, lodging and job-related out of pocket business expenses.Living expenses shall be billed at net cost, supported by documentary evidence.
(OR)
The daily rate for such living expenses away from home is Currency ......
1.5.2 Travel expenses are defined as the cost of transportation of Consultant from usual place of business specifiedin Article 1.4 of Section I, to the work site/TME office in ...... and return to Consultant's usual place of business.
Air travel will be at the lowest non-restricted fare available; business class will only be compensated forjourneys on an intercontinental air route.
Local transportation to and from the work site/TME office in ...... (taxi, auto, rental car, etc.) will be billedseparately at cost.
Travel expenses shall be billed at net cost, supported by documentary evidence.
(OR)
Travel expenses are included in the hourly or daily rates
1.6.Pricing basis
1.6.1All Lump Sums and Unit Prices and Time rates for Scope of Services as well as for changes to the Scope of Services are all-in, firm and fixed for the duration of the Agreement or completion of the Services, whichever is later. and include all Consultant's costs, expenses, overheads, salary, overtime and statutory burdens and indirects as well as profit for complete performance of the Services as well as incidental manpower peaks, periods of low workloads and changes in Consultant's schedule.
Overhead costs, included in this Article also cover all costs for office equipment, printing and copying costs and associated labour costs for typing, administration and the like. Such costs are included in the manhour rates set forth in this Section III.
1.6.2A deviation between estimated quantities and actual quantities for Time Rate Priced Services or in the complexity of the Services shall not cause any changes to the prices and rates set forth in this Agreement.
- Taxes
Consultant shall pay all taxes, duties and assessments of every nature due in connection with the Services, and shall make any and all payroll deductions required by law and hereby indemnifies and holds harmless TME and Client from any and all liability on account of any and all such taxes, duties, assessments and deductions.
- Invoicing and Payment
3.1Payments will be made within 90 calendar days after receipt of Consultant's valid and correct invoice submitted in accordance with this Agreement. Consultant shall invoice for that portion of the Services performed during such billing period and not previously invoiced.
3.2It shall be Consultant’s obligation to provide documentary proof of its entitlement to payment when submitting its invoices. Such documentary proof includes inter alia
- Attendance lists of meetings with Tebodin’s authorised signature;
- Acknowledgement copies of Transmittals submitting draft/interim/final reports or other deliverables, with Tebodin’s acknowledgement signature;
- Proof of approval of deliverables under the Agreement by Tebodin and/or Client
- Copies of authorised time sheets supporting any man-hours claimed. Time sheets shall show, as a minimum:
- The signature of Consultant’s representative/employee for whom time is recorded
- The name of Consultant’s representative/employee clearly printed in block capitals
- The name of Tebodin’s representative approving the time sheet together with the representative’s name clearly printed in block capitals
- Tebodin’s company stamp.
3.3TME maintains to the right to withhold payments due to Consultant if TME’s Client withholds payment of commensurate amounts under the prime Contract. If payment by TME’s Client is withheld for reasons for which Consultant is not accountable, Consultant is entitled to payment of its invoices within 30 working days after the reason for non-payment by TME’s Client has been determined and the determination confirms that Consultant is not accountable always provided that payment will in any event not be made earlier than 90 calendar days after receipt of Consultant's valid and correct invoice.
3.4All invoices shall be submitted in one (1) hardcopy (Original) and one (1)electronic copy to:
TEBODIN MIDDLE EAST LTD.
P.O. Box 2652
Abu Dhabi, U.A.E
Attention: “Accounts Payable - Project XXXXXX”
An electronic copy of invoices shall be mailed in accordance with Article 2.3 of section I of this Agreement
All invoices shall contain the following:
- This Agreement Number XXXXX-XX-XX
- Reference to the relevant Article and milestone of this Agreement
- Documentary proof of Consultant's entitlement to payment
- Copies of Consultant's approved Time Sheets if the invoiced costs concern Services rendered on a Time Rate basis, together with Original receipt/invoices for expenses if applicable.
- Total net invoice amount and currency
3.5Consultant shall prepare and submit its invoices in a form satisfactory to and approved by TME. Any invoice submitted which fails to comply with the terms of this Agreement including the requirements of form and documentation will be rejected and returned to Consultant. Only upon receipt of a valid and correct invoice will the ninety (90) calendar day cycle for payment commence. Any costs associated with the re-submission of a valid and correct invoice shall be to Consultant's account.
3.8Subject to the terms of this Agreement, and at TME's written request, Consultant shall furnish evidence satisfactory to TME that all labour furnished and costs incurred by Consultant during the invoice period has been paid in full and that the Services are not subject to liens or claims on account thereof. TME may withhold payment of the invoice until Consultant furnishes such evidence.
SECTION IV - SPECIAL TERMS
The following terms and conditions apply in addition to those set out in Section V and prevail thereover
SECTION V - GENERAL TERMS
ORIGINAL / Page 1 of 191GUARANTEES
Consultant guarantees that the Services shall comply strictly with the provisions of this Agreement and all exhibits, drawings, specifications and documents referred to in this Agreement or thereafter furnished by TME, and that the Services shall be performed with the professional standard of care, skill and diligence required for such services, and that the Services will be performed by professional and experienced employees who hold qualifications commensurate with the requirements of the Services. Consultant is hereby given notice that TME will be relying on the competence of Consultant and its employees and on the accuracy and completeness of Consultant's Services hereunder in utilising the results of such Services.
Consultant shall perform services using nominated, key personnel approved by TME and will not substitute any nominated, key personnel without express, written permission from TME.
In addition to all other rights and remedies which TME may have, Consultant shall at its own expense promptly re-perform the Services to correct any deficiencies which result from Consultant's failure to perform as guaranteed.
Consultant’s guarantee set forth above shall extend for twenty-four (24) calendar months after termination of this Agreement.
2CONFLICT IN DOCUMENTS
In the event of any conflict between or ambiguities in any documents which are a part of this Agreement, Consultant shall notify TME immediately, and parties shall agree upon a resolution of the conflict.
3SUBCONTRACTS AND ASSIGNMENTS
Consultant shall not subcontract or assign all or any portion of the Services without TME’s prior written approval of the Subcontractor and the Subcontract. TME shall be entitled to assign this Agreement or any part thereof or any benefit or interest under it.
4DELAYS AND FORCE MAJEURE
Force Majeure is defined as any act, event, cause or occurrence which is not within the reasonable control of either Party and which renders a Party unable to perform its obligations. If a Party is delayed in performing any of its obligations in this Agreement as a result of Force Majeure, performance of such obligations shall be excused during the period of Force Majeure. Such Party shall immediately notify the other Party in writing of the date of inception of the Force Majeure condition and the extent to which it will affect performance.
Consultant shall immediately, but not later than within five (5) working days of the commencement of any delay, give TME written notice thereof and of the anticipated effects thereof. Consultant shall exercise due diligence to shorten such delay and shall keep TME informed of the steps taken to shorten or terminate the delay.