Subcontract-Agreement-sample.doc

Agreement YYY- XXX v1.0Page 1 Printed on 17/11/19 AGREEMENT FOR SUBCONTRACTED SERVICES between XXX Oy and YYY (International) Limited Agreement YYY- XXX v1.0Page 2 Printed on 17/11/19 Table of Contents ARTICLE 1. DEFINITIONS AND INTERPRETATION3 ARTICLE 2. PURPOSE OF THE AGREEMENT3 ARTICLE 3. PURCHASE ORDERS .3 ARTICLE 4. CHANGE ORDERS3 ARTICLE 5. WARRANTIES3 ARTICLE 6. PRICES AND PAYMENT TERMS3 ARTICLE 7. PERSONNEL .3 ARTICLE 8. INSPECTIONS AND QUALITY 3 ARTICLE 9. DELAYS, LIABILITY AND TERMINATION.3 ARTICLE 10. FORCE MAJEURE.3 ARTICLE 11. SPECIAL PROVISIONS.3 ARTICLE 12. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY 3 ARTICLE 13. GOVERNMENT REGULATIONS.3 ARTICLE 14. SETTLEMENT OF DISPUTES.3 ARTICLE 15. TRAINING AND COMMISSION .3 ARTICLE 16. ENTRY INTO FORCE AND TERM 3 ARTICLE 17. FINAL PROVISIONS3 ARTICLE 18. NOTICES3 APPENDIX 1 PRICES AND PAYMENT TERMS3 APPENDIX 2 SCOPE OF SERVICES3 APPENDIX 3 SCHEDULES3 APPENDIX 4 PURCHASE ORDER PROCEDURE3 APPENDIX 5 ACCEPTANCE PROCEDURE.3 APPENDIX 6 INTERFACES AND ESCALATION 3 APPENDIX 7 TOOLS .3 Agreement YYY- XXX v1.0Page 3 Printed on 17/11/19 AGREEMENT FOR SUBCONTRACTED SERVICES This Agreement (hereinafter referred to as “Agreement”) has been made on this 1st day of May, 2007 BETWEEN XXX Oy (hereinafter referred to as “XXX”), a company incorporated in accordance with the laws of Finland, and having its principal office at Karaportti 3, PO Box 1, FI-02022 XXX, Finland AND YYY (International) Limited (hereinafter referred to as the “Subcontractor”), a Hong Kong company incorporated in accordance with the laws of Hong Kong, and having its registered office at 3203-3205 great Eagle Center, 23 Harbour Road, Wanchai, Hong Kong WITNESSETH THAT WHEREAS, XXX wishes to subcontract certain services related to its or its Affiliates telecommunication projects, WHEREAS the Subcontractor agrees to provide such services under the terms and conditions set out in this Agreement, NOW THEREFORE the parties hereto, agree as follows: ARTICLE 1. DEFINITIONS AND INTERPRETATION 1.1“Affiliate” shall mean an entity, which is a direct or indirect subsidiary or Joint Venture of XXX or XXX Oy. 1.2“Customer” shall mean any person or entity with which XXX or its Affiliates have entered into agreement on the provision of telecommunication equipment and/or services. 1.3“Personnel” shall mean any person or persons employed by the Subcontractor for the purpose of carrying out the Subcontracted Services. 1.4“Site Acceptance Certificate“ shall mean acceptance issued individually for each Site by XXX to the Subcontractor for approval of fully completed services and site folder. 1.5“PAC“ shall mean Provisional/Conditional Acceptance Certificate issued by Customer to XXX after successful completion of the project. 1.6“Commissioning“ shall mean all activities related to the configuration of Equipment to be ready to be connected to other Equipment and includes testing of a piece of Equipment isolated from other Equipment 1.7“Agreement“ shall mean this Subcontract and all its appendices including any Purchase Orders issued pursuant to this Agreement as well as any amendments that may subsequently be agreed upon between the Parties. 1.8“Day” shall mean any calendar day including any Saturday, Sunday, bank- and public holiday. 1.9“Equipment” shall mean hardware and software (together with the necessary software manuals and other equipment specific documentation) provided by XXX under Main Agreement and to be installed at Site including without separate itemisation installation materials and consumables that is necessary for such Installation. Agreement YYY- XXX v1.0Page 4 Printed on 17/11/19 1.10“Installation” shall mean the installation of the Equipment as further described in the respective Installation manual. 1.11“Integration” shall mean the activities necessary for the Equipment to be configured and connected to the System. 1.12“Main Contract or Main Agreement“ shall mean the agreement concluded between XXX and Customer for supply of the System in Hong Kong or Macau. 1.13“XXX Information“ shall mean XXXs and/or Customers technical, financial and commercial information and data relating to their respective businesses, finances, planning, facilities, products, techniques and processes and shall include, but is not limited to, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, marketing plans, customer names and other technical, financial or commercial information and intellectual properties, whether in writing or other tangible or in oral form. 1.14“Party“ shall mean the Subcontractor and XXX, respectively. 1.15“Site“ shall mean New Site or Expansion Site in Hong Kong or Macau where the Subcontracted Services will be performed. 1.16“New Site“ shall mean each physical location where a new set of Equipment will be entirely implemented. 1.17“Expansion Site“ shall mean each physical location where existing Equipment has been installed and the capacity of this Site will be increased by installing new Equipment. 1.18“Site Ready” shall mean the completion of Customers responsibilities as stated in Appendix 2 “Scope of Services“ and Appendix 4 “Acceptance Procedures“ with respect to the preparation of the Sites to enable the Subcontractor to commence the performance of the Subcontracted Services. 1.19“Subcontracted Services“ shall mean the services and Materials itemised in Appendix 1 “Prices and Payment Terms“ and Appendix 2 “Scope of Services“ which shall be performed and delivered by the Subcontractor subject to individual Purchase Orders submitted by XXX. 1.20“Service“ shall mean all maintenance, repairs, training, tests, engineering, installation, commissioning and other services (including Installation, Commissioning, Integration and Subcontracted Services) performed and/or to be performed by XXX to Customer under Main Agreement. 1.21“System“ shall mean the equipment, hardware, software, systems and service (including Equipment and Service) supplied by XXX to Customer under Main Agreement. 1.22“Time for Completion“ shall mean the specified target date(s) or period(s) of time when the Subcontractor has to meet for the completion of the Subcontracted Services. Time for Completion shall be no more than five (5) Day from respective Site Ready unless otherwise be specified in the Purchase Order and/or Change Order or approved by the Project Manager or his/her duly authorised representative. 1.23“Working Day“ shall mean all Days except any Saturdays, Sundays, bank- and public holidays in the country where the Subcontracted Services shall be performed. 1.24“Purchase Order“ shall have the meaning set forth in Article 3. Agreement YYY- XXX v1.0Page 5 Printed on 17/11/19 ARTICLE 2. PURPOSE OF THE AGREEMENT 2.1Subject to individual Purchase Orders submitted by XXX, the Subcontractor shall, to the extent ordered, perform the Subcontracted Services described in Appendix 2 “Scope of Services” attached hereto. A detailed description of the division of the responsibilities of the Parties in respect of the Subcontracted Services is also contained in Appendix 2 “Scope of Services” attached hereto. 2.2This Agreement contains the entire understanding between the Parties regarding the Subcontracted Services. All previous correspondence and documents exchanged between the Parties in respect of the Subcontracted Services prior to the date of this Agreement are superseded by this Agreement. 2.3Both parties acknowledge that the Subcontracted Services are an integral part of the Services being provided by XXX to Customer under the Main Agreement. Accordingly, the Subcontractor shall take into account the purpose for which the Subcontracted Services are intended and the dates for performance agreed between XXX and Customer. 2.4In addition to this Agreement document, the following documents are hereby made part of this Agreement: APPENDIX 1PRICES AND PAYMENT TERMS APPENDIX 2SCOPE OF SERVICES APPENDIX 3SCHEDULES APPENDIX 4PURCHASE ORDER PROCEDURE APPENDIX 5ACCEPTANCE PROCEDURE APPENDIX 6INTERFACES AND ESCALATION APPENDIX 7TOOLS 2.5In case of any discrepancies between the above documents, the text of this Agreement shall always prevail over any of the Appendices and the Appendices shall apply in the order set forth above. Each Appendix shall prevail over the documents referenced in said Appendix. Later made addenda and amendments alter the contents of this Agreement only to the extent expressly agreed upon between the Parties; all other conditions shall always remain unchanged. 2.6Additions, deletions and other changes to the Subcontracted Services and this Agreement require a written amendment of this Agreement. Authorised representatives of both Parties prior to effecting any of the changes therein contained shall duly sign all such Agreement amendments, which will be numbered consecutively. 2.7The Subcontractor shall, at its cost, obtain all governmental and/or local consents, permits, approvals, licenses and work permits necessary for the performance of the Subcontracted Services and in order to comply with local laws, regulations and practices. However, where the Subcontractor is required to execute Permitting on behalf of either XXX or Customer, then such Permitting shall be defined in Appendix 2 “Scope of Services”. 2.8The Subcontractor shall carry out the Subcontracted Services with strict regard to safety and health and shall always comply with the following requirements and regulations in force from time to time and shall provide valid health and safety certificate as necessary and required by XXX. -Health and safety regulations -Regulations regarding hazardous substances, radio transmitting equipment, etc; -Any other Site specific safety regulations -Building regulations -Other statutory regulations and -Any Customer and/or XXX requirements pertaining to a particular Site. 2.9The Subcontractor shall be responsible for any and all levies, duties, taxes and social security and other payments and obligations that are imposed by any government or other authorised agency on account Agreement YYY- XXX v1.0Page 6 Printed on 17/11/19 of the performance of the Subcontracted Services and with respect to any taxable income of the Subcontractor or its employees. 2.10The Subcontractor has no authority to bind XXX to any agreement or obligation. 2.11The Subcontractor and XXX are independent contractors. All personnel furnished hereunder to provide Subcontracted Services are employees of the Subcontractor, except as otherwise agreed by the Parties, and are not XXXs employees or agents. Notwithstanding anything to the contrary herein the Subcontractor shall have exclusive control over its personnel, its labour and employee relationships and its policies related to wages, hours, working conditions and other employment conditions. The Subcontractor has the exclusive right to hire, transfer, suspend, lay off, recall, promote and discipline its personnel. 2.12All communication related to the Subcontracted Services with Customer shall be controlled and managed by XXX. The Subcontractor shall not communicate directly with the Customer regarding the Subcontracted Services or any other matters except those issues that are required to be performed in accordance with Appendix 2 “Scope of the Services“ and Appendix 4 “ Acceptance Procedure“. Any other communication is prohibited without XXXs prior written consent. In the event that such consent is given, the communication shall be limited to such matters as have explicitly been provided for in the consent. 2.13The Subcontractor should fully guarantee the quality of work. In the event that theres any problem raised due to the Subcontractors mistake or omission, the Subcontractor would be responsible for the relevant services to correct the mistake or omission free of charge. 2.14XXX shall provide all documentation and information required for the performance of the Subcontracted Services. ARTICLE 3. PURCHASE ORDERS 3.1XXX will, from time to time, in accordance with Appendix 4 “Purchase Order Procedure” submit Purchase Orders to the Subcontractor for the supply of the Subcontracted Services in order to meet the actual needs of XXX. Purchase Order is expected before Subcontracted Services. However, XXX shall be under no obligation to submit Purchase Orders to the Subcontractor in such a situation where XXX does not need the Subcontractor to perform Subcontracted Services. It is recognised by the Subcontractor that the ordering of the Subcontracted Services from the Subcontractor is always subject to the same being competitive in terms of pricing, timing, quality and other aspects of performance. 3.2The Subcontractor shall only perform such Subcontracted Services that have been specified in a Purchase Order. No other Subcontracted Services shall be performed by the Subcontractor and XXX will not compensate the Subcontractor for the performance of any such Subcontracted Services or bear any cost or expense, whether direct or indirect, that may accrue as a consequence thereof. 3.3The Subcontractor shall not make any changes or otherwise vary or alter any part of the Subcontracted Services or any of the Material that is delivered as part thereof or which is subject thereto. ARTICLE 4. CHANGE ORDERS 4.1The Subcontractor acknowledges that the Customer may request changes to be made to XXXs undertakings under the Main Agreement. In order to comply to any such request, XXX shall by submitting a Change Order to the Subcontractor be entitled to instruct the Subcontractor to alter, amend, omit, add or to otherwise vary any part of the Subcontracted Services that have been ordered by XXX. 4.2XXX shall prior to the submission of a Change Order under Article 4.1 notify the Subcontractor of the nature and content of the changes that XXX plans to implement. The Subcontractor shall as soon as possible after having received such a notice, and in any event within five (5) working days, submit to XXX: Agreement YYY- XXX v1.0Page 7 Printed on 17/11/19 -A description of the work, if any, that needs to be performed in addition to the Subcontracted Services that have been ordered under the relevant Purchase Order and a program for its execution; -The Subcontractors proposals for any necessary modifications to the Time for Completion or to any of the Subcontractors obligations under the Agreement; and -The Subcontractors proposal for any adjustment to the agreed prices. 4.3XXX shall upon the receipt of the Subcontractors submission under Article 4.2 decide whether or not the change shall be carried out. If XXX decides that the change shall be carried out, XXX shall submit a Change Order to the Subcontractor. The Subcontractor shall upon the receipt of the Change Order forthwith proceed to carry out the changes. 4.4In the event that the time available prior to the implementation of the Subcontracted Services that are subject to a Change Order does not permit the Parties to agree on the changes to the price that may be called for as a consequence of the changes, the Subcontractor shall, nevertheless, carry out the Subcontracted Services as changed pursuant to Change Order and the Parties shall work in good faith to promptly agree upon the prices as soon as possible. 4.5Notwithstanding anything contained in this Agreement to the contrary, XXX may, at its sole discretion but subject to a written notice given no later than two (2) days prior to the relevant Site Ready date, (i) postpone the performance of the relevant Subcontracted Services to take place within the following three (3) months from the date set forth in the delivery schedule of the Purchase Order; and/or (ii) change the location of the Site; and/or (iii) change the installation configuration of a Site. ARTICLE 5. WARRANTIES 5.1The Subcontractor warrants that: 5.1.1The Subcontracted Services shall be performed with due care and skill and in accordance with the relevant national standards, this Agreement and XXXs installation procedures and manuals. 5.1.2All equipment supplied as part of the Subcontracted Services shall: i.be of good and merchantable quality and fit for use in the System for its intended purpose; and ii.be new and not previously used; and iii.be free from defects in Materials, engineering, workmanship, Installation and Commissioning. 5.2The Subcontractor is responsible for any damage to any equipment or other property by negligence of his staff and said damage must be rectified by the Subcontractor at his own expense. 5.3The warranty period is 12 months from the date of issuance of the Site Acceptance Certificate for the Site in question. If at any time during the warranty period XXX notifies the Subcontractor of any failure of the Subcontracted Services to comply with any of the warranties under Article 5.1, then the Subcontractor shall at its own cost promptly correct all such failures. ARTICLE 6. PRICES AND PAYMENT TERMS 6.1The prices and payment terms for the Subcontracted Services are set forth in Appendix 1 “Prices and Payment Terms“. Except for the price set forth in Appendix 1 “Prices and Payment Terms“, no fees, allowances or compensation shall be payable by XXX. The Subcontractor shall issue an invoice to XXX upon completion of the Subcontracted Services in each Purchase Order. Payment is due thirty (30) days from the end of the month in which the invoice has been received by XXX. Invoices have to be addressed always XXX, P.O Box 102, 000000 XXX, ZZZ. 6.2XXX shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Subcontractor, whether or not shown on its own terms and condition of sale. Agreement YYY- XXX v1.0Page 8 Printed on 17/11/19 6.3The price of any supplementary Subcontracted Services which have not been included in Appendix 1 “Prices and Payment Terms“ and Appe