THIS
SERVICE CONTRACT/AGREEMENT made and entered on this ____ day of _____20 .
BY AND BETWEEN
_______________________________,
a ________________company organized and existing under the applicable laws of
India, having a principal place of
business at ____________________________________________ (hereinafter referred
to as
“the Client”, which expression shall,
unless repugnant to the meaning or context thereof, mean and include its
successors and assigns) of the First
Part.
AND
___________________________,
a Private Limited Company and having its office at
__________________________________________________________________
_______________________; (hereinafter referred to as “Vendor”, which expression shall, unless it be repugnant to context
and meaning hereof, shall deemed to include its Successors and assigns) on the Other part.
WHEREAS the client and
the Vendor are collectively referred
to as “the Parties” and individually as “the Party”
WHEREAS the Client is in
___________ business and desires to outsource the __________________ services
to the Vendor.
WHEREAS the Vendor is in the
business of providing ___________________to various organizations. The Vendor
represented its willingness to the Client that they have requisite expertise,
resources and the skilled personnel for providing the services and is desirous
of providing the same to the Client.
WHEREAS the Client has agreed
to avail the services offered by the Vendor inter alia for
_____________________________________________ services.
NOW THEREFORE, for
and in consideration of the mutual covenants and agreements provided below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree to following terms and conditions set out as on ___
day of ________, 20 at ______________:
1.
SCOPE
AND STANDARD OF SERVICES:
1.1
Vendor hereby agrees to
provide to the Client and the Client hereby agrees to avail _________________
services from Vendor.
1.2
In rendering the services to
the Client, Vendor warrants that:
a.
It shall observe the best
service quality standards and ensure that Vendor renders its obligations to the
satisfaction of the Client.
b.
It shall meet the various
deadlines and standards as more particularly mentioned in Annexure to this
Agreement.
c.
It shall discuss and review
its progress, on a regular basis as and when required by the Client.
d.
It shall extend services
during validity period of this Agreement.
2.
TENURE
OF THE AGREEMENT:
2.1
The agreement is effective
from __/__/__ to __/__/__.
2.2
The Client at its sole
discretion reserves the right to extend the period of this Agreement for a
further period by serving a letter in writing on the Vendor on the same terms
and conditions of this Agreement.
2.3
In case the services under
this Agreement is continued for a further period without execution of another
agreement, then such period of extension will be governed by the same terms and
conditions of this Agreement, until a new agreement is executed in writing by
the parties.
2.4
Either party can terminate
this Agreement by giving 30 days written notice to the other party.
3.
CONSIDERATION:
3.1
In consideration of Vendor
rendering the Services to the Client, the Client shall pay to Vendor charges as
mentioned against each service more particularly described in ‘In Quotation for Courier Services dated
__/__/____ hereto marked as Annexure – A’. Vendor shall not claim any other
charges in view of change of circumstances / laws etc.
3.2
It is hereby clarified that
the Client only obligation is to pay the aforesaid charges to Vendor’s duly
authorized agents, employees, representatives. (All such authorized agents,
employees, representatives of the Vendor are hereinafter collectively referred
to as
“Company
Staff”).
3.3
Any payment of the charges
made to and received by such Authorized Agent or the Company Staff shall be
considered as a full discharge of the Client’s obligations for payment of
charges hereunder.
3.4
Payment within 15 Days from
submission of the Bills. Submission of bills will be on monthly basis and the
same have to be sent on __ of every month. Payment period under any given
circumstances would not exceed thirty (30) days of raising the invoice.
3.5
While making the payment of
the bills of the Vendor, the Client is obliged or required to deduct under various Indian laws such as
deduction of Tax at source under Income Tax Act, etc.
3.6
The payment shall be made as
detailed in Annexure -A of the Agreement. The payment shall be made after
deducting all applicable taxes and charges as applicable. Service tax as
applicable will be charged extra on the total billing.
3.7
Any taxes introduced/revised
by the Central or State Government shall be applicable and shall be borne by the Client from time
to time.
3.8
The Charges shall be fixed
and firm during the contractual period and shall not increase for any reason
whatsoever. The Client shall provide the details of the payment or deductions
like Tax Deducted at Source, if any, made with every payment and the proof for
the same should be attached.
3.9
Any fine or deduction to be
levied on the Vendor needs to be notified and
accompanied with a debit note.
4.
ANTI-PROFITEERING.
The company shall pass on to the customer all the benefits of either reduction
in tax rates, exemptions, concessions, rebate, set off, credits, etc. or
introduction of new tax rates exemptions, concessions, rebate, set-off, credits
etc. pertaining to all taxes, duties, imposts, fees and levies in respect of
the supplies of goods or performance of obligations including reduction in
procurement price, under the contract. This would specifically include
reduction of tax rates as a result of statutory changes or judicial rulings and
reduction in price where the company is benefited due to reduction in taxes.
5.
STANDARD
TERMS AND CONDITIONS:
5.1
Vendor shall confirm that it
holds all valid licenses, registration and permissions that are required under
the applicable laws for carrying out this activity.
5.2
Vendor should comply with
applicable Union, State and local laws, ordinance, regulations in performing
its obligations including procurement of licenses, permissions, certificates,
etc., payment of taxes, if required.
5.3
Client will be able to track
their shipment order given to the Vendor herein through
____________________.
5.4
The duties of Parties under
this Agreement shall commence with effect from __ day of __, 2019 hereof and
shall remain in force for a period
of
one year i.e. up to __ day of ____, 2020, after which the terms and conditions
set out herein above shall expire and the parties will be at liberty to execute
fresh terms and conditions thereafter.
6.
INDEPENDENT
VENDOR:
6.1
This agreement is on a
principal-to-principal basis and does not create any employer-employee
relationship.
6.2
Vendor shall provide the Services
hereunder as an independent vendor and nothing contained herein shall be deemed
to create an association, partnership, joint venture or relationship of
principal and agent or master and servant, or employer and employee between the
Client and Vendor.
7.
GOVERNING
LAW & ARBITRATION
a.
This Agreement shall be
governed by the laws of __________. The
Courts in _____________ shall have exclusive jurisdiction over the subject
matter of this Agreement.
b.
In the event of any dispute
or differences arising out of or in connection with this agreement, the parties
hereto, agree to resolve their dispute by a sole arbitrator chosen by the
parties in fast track procedure under the provision of of Arbitration and Conciliation
act. The award under this section shall be made within a period of 6 months
from the date of commencement of the arbitral tribunal proceedings.
c.
The arbitration proceedings
shall be conducted in English. The place of Arbitration shall be ___________.
The award passed in the arbitration proceedings shall be final and binding on
both the parties.
d.
The cost of arbitration
proceedings shall be equally borne by both the parties.
e.
Each party shall
individually bear the fees of their respective Advocate/Counsel for the
proceedings.
IN CASE OF A DISPUTE:
Courts in ______________ will have exclusive jurisdiction for any dispute
arising between the parties as per this terms and conditions mentioned herein.
8.
Severability: If any provision of this Agreement is held by
a court of law to be illegal,
invalid or unenforceable, (i) that provision shall be deemed amended to
achieve as nearly as possible the same economic effect as the original
provision, and (ii) the legality, validity and enforceability of the remaining
provisions of this Agreement shall not be affected or impaired thereby.
9.
Waiver; Amendment;
Modification: No term or provision hereof will be
considered waived by the Client, and no breach excused by the Client, unless
such waiver or consent is in writing signed by the Client. The waiver by the
Client of, or consent by the
Client to, a breach of any provision of this Agreement by the Vendor shall not
operate or be construed as a waiver of, consent to, or excuse of any other or
subsequent breach by the Vendor. This Agreement may be amended or modified only
by mutual agreement of authorized representatives of the Parties in writing.
10. Entire
Agreement:
This Agreement constitutes the entire agreement between the Parties relating to
the subject matter and supersedes all prior or contemporaneous oral or written
agreements concerning such subject matter. The terms of this Agreement will
govern all services undertaken by the Vendor for the Client.
11. Force
Majeure: If either of the Parties suffer delay
in due execution of their contractual obligations due to the operation of one
or more of the force majeure events such as but not limited to, acts of God,
war, flood, earthquakes, strikes, lockouts, fire, epidemics, riot, civil
commotions etc. the agreed services and that of respective obligations shall be
extended by a period of the time equal to the period of the delay occasioned by
such events. On the occurrence and cessation of any such events, the Party
affected thereby shall give notice in writing to the other Party. Such notices
are to be given within fifteen (15) days of occurrence or cessation of the
event concerned. If the force majeure conditions continue beyond thirty (30)
days the Parties shall mutually decide about the future course of action.
12. Indemnification: The
Vendor shall not assign, transfer, pledge or make other disposition of this
Agreement or any part thereof, or any of the Vendor’s rights, claims or
obligations under this Agreement except with the prior written consent of the
Client.The Vendor shall at all times indemnify the Client, its shareholders,
directors, or agents in respect of any loss, damage, cost or expense suffered
or incurred by the Client as a result of usage of services.
IN
WITNESS WHEREOF the parties hereto have set their respective hands, Seal on the
day, month and year first hereinabove written.
Signed
by or on behalf of the Company______________________
Mr.
________________________
Witnesses
(Signature, Name & Address):1)
2)
Signed
by or on behalf of the Vendor ________________
______________________
______________________
Witnesses
(Signature, Name & Address):1)
2)
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