SCHEDULE I STANDARD TERMS AND CONDITIONS

1. DEFINITIONS
2.4. The Service Provider shall commence the Services
1.1. In the Agreement, the following words and on the scheduled commencement date stated
expressions shall, unless the context otherwise under this Agreement or in the relevant Purchase
requires, have the following meanings: Order and shall continue such Services for the
Term or the duration of the Purchase Order as
“Affiliate” shall mean with respect to any person, applicable unless terminated earlier in accordance
any other person that, directly or indirectly, with terms and conditions hereunder. Each
controls, is controlled by or is under common Purchase Order is subject to agreement on a case
control of such specified person. For the purposes by case basis.
of this definition, “control” means the direct or
indirect beneficial ownership of more than fifty 3. SERVICES
percent (50%) of the issued share capital, stock or
other participating interest or the legal power to 3.1. The Service Provider shall perform the Services
direct or cause the direction of the general with all due skill, care and diligence in a safe,
management of the company, partnership or other competent and timely manner and in accordance
person in question, and “controlled” shall be with the requirements of the Agreement and/or the
construed accordingly; relevant Purchase Order.
“Agreement” shall mean the Agreement between
the Company and the Service Provider to which this 3.2. Except to the extent that it may be legally or
Schedule is attached. physically impossible, the Service Provider shall
“Fees” shall mean the prices and/or rates payable comply with the Company’s instructions and
by the Company in respect of the Services and/or as directions in all matters relating to the Services
specified in the relevant Purchase Order. consistent with the provisions hereunder.
“Purchase Order” shall mean the document
recording the specific Services to be carried out 3.3. The Service Provider shall agree with the Company
under this Agreement, from time to time. in the relevant Purchase Order from time to time as
regards the personnel who will perform the Services
1.2. Unless otherwise stated, any and all references in and shall:
the Agreement to Clauses are references to the
Clauses of the Agreement. (a) only provide such personnel who possess
appropriate experience, skills and
1.3. The headings in the Agreement are used for qualifications necessary for the Services to be
convenience only and shall not govern or affect the performed in accordance with this Agreement;
interpretation of the Agreement.
(b) not remove or replace such personnel without
the prior written consent of the Company (not
1.4. Words denoting the singular shall include the to be unreasonably withheld); and
plural and vice versa, where the context requires.
(c) nominate a senior manager or director of the
1.5. Except as expressly identified, any reference to Service Provider to have overall responsibility
statute, statutory provision or statutory instrument for the provision of the Services in terms
shall include any re-enactment or amendment stated under this Agreement and/or the
thereof for the time being in force. relevant Purchase Order, which person shall
attend any meetings with the Company on
1.6. Unless expressly stated otherwise, all references to reasonable prior notice.
days, weeks, months and years shall mean calendar
days, weeks, months and years. 3.4. The Company shall be entitled to request the
Service Provider to replace any of its personnel
2. SCOPE OF CONTRACT providing the Services, where in the Company’s
reasonable opinion such person is incapable and
2.1. The terms and conditions of the Agreement shall or unsuitable for performing the Services required
apply from the Effective Date and shall remain by this Agreement. The Service Provider shall
valid for the Term unless this Agreement is promptly replace such person at no additional cost
terminated earlier by the Company in accordance to the Company.
with Clause 10 below (Standard Terms and
Conditions). 3.5. Without prejudice to any other rights of the
Company under the Agreement or at law, if the
2.2. Subject to the provisions of this Agreement, the Service Provider fails to perform the Services in
Parties agree that upon request of the Company in accordance with the provisions of this Agreement,
terms hereof, the Service Provider shall perform the Company may use alternative means to
the Services at such locations and for such periods perform the Services and the Service Provider
as may be agreed with the Company. shall be liable for any additional cost incurred by
the Company in using such alternate means.
2.3. From time to time, the Company may issue a
Purchase Order to the Service Provider. In such 4. FEES
case, the terms and conditions of this Agreement
shall apply to each such Purchase Order as if 4.1. The Company shall pay for the Services performed
repeated in total. in accordance with the prices as per Attachment 2

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 to Schedule I and/or rates specified in the relevant utilise Indian goods to the maximum extent
Purchase Order. possible, subject to the proviso in Clause 5.6 (a)
above; and
4.2. In case of contingency assignments, the agreed fees
for such onetime Services shall be payable on (c) subject to Clause 5.5, co-operate with and assist
completion of the relevant assignment as per the Indian companies as subcontractors to enable
terms agreed under this Agreement and/or the them to develop skills and technology to service
relevant Purchase Order. the petroleum industry.

5. SERVICE PROVIDER’S GENERAL 5.7. The Service Provider shall maintain proper and
OBLIGATIONS accurate records in relation to the Services and shall
provide copies of the same to the Company on
5.1. The Service Provider shall, and the Service Provider request. The Company (or its appointed
shall ensure that its employees and representatives representative) shall have the right to audit the
shall, in performing its obligations under this relevant books and accounts of the Service Provider
Agreement, comply in all respects with all relevant in relation to any reimbursable charges paid for by
laws, statutes, regulations and orders for the time the Company under this Agreement. Such audit
being in force. right shall survive for a period of 2 (two) years
following the expiry or termination of the
5.2. Where any of the Service Provider’s employees or Agreement. Any incorrect payments identified by
representatives is present at any of the Company’s such audit shall be adjusted between the Parties as
premises for the purposes of this Agreement, the appropriate.
Service Provider shall at all times remain
responsible for the conduct and safety of such 6. THIRD PARTY CLAIMS AND LIMITATION
employee or representative. OF LIABILITY

5.3. The Service Provider shall not, in performing its 6.1. The Service Provider shall be liable for and shall
obligations under this Agreement, hold itself out or defend, indemnify and hold the Company harmless
permit any person to hold it out as being authorised from and against any and all claims, liabilities,
to bind the Company in any way and will not costs, damages and expenses (including court costs
commit any act which might reasonably create the and legal fees) in connection with:
impression that it is so authorised.
(a) any claim made by any third party (including,
5.4. The Service Provider shall ensure that it has in place but not limited to, any claim made by any
and maintains in place for the duration of this governmental or statutory authority) against
Agreement sufficient insurance to comply with all the Company arising out of or in connection
applicable laws and to cover its potential liabilities with the performance by the Service Provider
under this Agreement and shall provide evidence of of its obligations under this Agreement.
such insurances to the Company on request.
(b) any infringement (whether actual or alleged)
5.5. The Service Provider may not subcontract any of its of any patent or other intellectual property
obligations under this Agreement without the prior right arising out of or in connection with the
written consent of the Company. The Service performance of this Agreement by the Service
Provider shall not be relieved from any of its Provider.
obligations or liabilities under the Agreement by
virtue of any subcontract and the Service Provider 6.2. Notwithstanding anything to the contrary in this
shall be responsible for all Services, acts, defaults or Agreement, in no event shall either Party be liable
omissions of its subcontractors (and its or their to the other, whether arising under Agreement,
employees and consultants) as though they were tort (including negligence), strict liability or
the services, acts, defaults or omissions of the otherwise, for any indirect, consequential, special,
Service Provider. punitive, exemplary or incidental loss or damages
of any nature arising at any time from any cause
5.6. In performing the Services, the Service Provider whatsoever.
shall:

(a) give preference to the purchase and use of 7. VARIATIONS

goods manufactured, produced or supplied in
India provided that such goods are available on 7.1. At any time during this Agreement, the Company
terms equal or better than imported goods with may request the Service Provider to vary, amend or
respect to the timing of delivery, quality, otherwise alter the Services (a “Variation
quantity required, price and other terms; Request”).

(b) subject to Clause 5.5, employ Indian 7.2. Upon the receipt of a request from the Company
subcontractors having the required skills or pursuant to Clause 7.1, the Service Provider shall,
expertise to the maximum extent possible within 7 days, notify the Company of the effect of
insofar as their services are available on the Variation Request on the Fees and/or other
comparable standards with those obtained terms under this Agreement and/or the relevant
elsewhere and at competitive prices and on Order.
competitive terms, provided that where no such
subcontractors are available, preference shall 7.3. If following receipt of the Service Provider’s
be given to non-Indian subcontractors who response pursuant to Clause 7.2, the Parties are in

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 agreement on the Variation Request and the 8.3. The Company may dispute any amount on an
adjustments to be made to the Services under this invoice and withhold the disputed amount provided
Agreement and/or the relevant Purchase Order, the that:
Parties shall execute a variation order (a “Variation (a) the Company makes payment of any
Order”) to reflect such agreement. undisputed portion of the invoice and notifies
the Service Provider of the disputed amount
7.4. The Services shall not be varied, amended or within 45 days of receipt of the relevant
otherwise altered and/or the Fees shall not be invoice;
adjusted until such time as a Variation Order is
executed by both Parties. (b) if the dispute is resolved in favour of the
Service Provider, the Company shall pay the
8. PAYMENT disputed amount within fifteen (15) days of the
date of the resolution of the dispute or forty-
8.1. In addition to any requirements set out in the five (45) days of receipt of the invoice,
relevant Purchase Order, if any, each invoice shall: whichever is later.

(a) be in duplicate; If the dispute is resolved in favour of the Company,

(b) bear the Contract Number stated on the cover the Service Provider shall forthwith issue a credit
sheet to the Agreement; note for the disputed amount.
(c) state the name, e-mail address, mobile
telephone number of the Company's 8.4. The Company shall be entitled to set-off / adjust /
Representative; and deduct from any invoice under this Agreement, any
(d) be accompanied by supporting evidence and payment due from the Service Provider to the
itemised in accordance with the Company's Company or any of its Affiliates.
requirements.
9. TAXES

Invoices to the Company shall be sent to the address 9.1. Definitions

set out in the Agreement. Service Provider must For the purposes of this Clause 9 (Taxation):
ensure that all invoices for services performed or
goods delivered are submitted to the Company (a) “Tax” or “Taxes” means taxes, levies, duties,
within 90 days. fees, charges and contributions as amended
from time to time and any interest or penalties
Specifically, the Service Provider shall submit the thereon;
following information/ documents to the Company (b) “Government Authority” or “Government
unless specifically exempted by the Company Authorities” means any local or national
representative in writing: government or authority of any country,
competent to levy any Tax;
(i) Latest tax residency certificate of the Service (c) “Goods & Services Tax” or “GST” shall include
Provider as issued by the tax / revenue Central Goods & Service Tax (“CGST”), State
authorities of Service Provider’s country of Goods & Service Tax (“SGST”), Integrated
residence, stating specifically that the Service Goods & Service Tax (“IGST”), Union
Provider is tax resident of country as Territory Goods & Service Tax (“UTGST”) &
mentioned in such tax residence certificate. GST Compensation Cess.
(ii) Copy of the Permanent Account Number 9.2. Person Responsible for payment of Taxes
(‘PAN’) card issued by the Indian Tax 9.2.1. General
authorities, Except as may be expressly set out in this Contract,
the Service Provider shall be responsible for:
(iii) Copy of registration certificates under (a) the payment of all Taxes now or hereafter
applicable Indian tax/other laws including but levied or imposed on the Service Provider or
not limited to GST, Excise, import export code its subcontractors or on the personnel of the
etc., as applicable. Service Provider or its subcontractors by any
Government Authority in respect of any
(iv) Copy of the withholding tax certificate issued wages, salaries and other remuneration paid
by Indian tax authorities, enabling the directly or indirectly to persons engaged or
Company to make payments to the Service employed by the Service Provider or its
Provider after deduction of such taxes as per subcontractors (hereinafter referred to as
prescribed rate in the withholding tax “Personal Income tax”);
certificate.
(b) the payment of all Taxes now or hereafter
levied or imposed by any Government
8.2. The Company shall make payment of a correct Authority on the actual/assumed profits and
invoice within 45 days of receipt to the Service gains made by the Service Provider or its
Provider’s nominated bank account. Any invoice subcontractors (hereinafter referred to as
not complying with the provisions of this “Corporate Income tax”);
Agreement will be returned by the Company and
the Service Provider shall submit a rectifying (c) the payment of all GST now or hereafter levied
invoice. or imposed by any Government Authority on
the supply of goods or services, if any,

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 provided to the Company by the Service 9.3.2. The Company shall provide the necessary
Provider or its subcontractors; withholding tax certificates to the Service Provider
within the time stipulated by the relevant law to
(d) the payment of all Taxes now or hereafter enable the Service Provider to file the same with the
levied or imposed by any Government Government Authority as a proof of payment of
Authority on the mentioned goods only, such taxes.
namely, petroleum crude, HSD, Petrol,
Natural Gas & ATF, if any, sold to the 9.4. Person Responsible for filing of returns /
Company by the Service Provider or its information to Government Authorities
subcontractors (hereinafter referred to as
“Sales tax/VAT/CST”); 9.4.1. The Service Provider shall be responsible for filing
all necessary Tax returns (including, without
(e) the payment of all Taxes now or hereafter limitation, returns for Corporate Income tax,
levied or imposed by any Government Personal Income tax, GST, Sales tax and Excise
Authority on the mentioned goods only, Duty) with the relevant Government Authorities in
namely, petroleum crude, HSD, Petrol, accordance with all applicable statutory
Natural Gas & ATF, if any, manufactured by requirements and shall be responsible for providing
the Service Provider or its subcontractors for all information requested by such Government
sale to the Company (hereinafter referred to as Authorities.
“Excise Duty”);and 9.4.2. The Service Provider shall also ensure that its
subcontractors file such returns as stipulated by
(f) the payment of any other Taxes now or the relevant Government Authorities and furnish
hereafter levied or imposed by any such information as requested for by the relevant
Government Authority on the Service Provider Government Authorities.
or its subcontractors as a result of the 9.4.3. The Company, with respect to the tax withheld from
performance of this Agreement. the Service Provider in accordance with Clause 9.3
(Withholding Tax and Withholding Tax
9.2.2. Exception to General: Certificates), shall be responsible for filing the
Prior to commencing the Services, the Service withholding tax returns with the relevant
Provider shall notify the Company whether or not it Government Authorities in accordance with
has Fixed Establishment in India. If the Service applicable statutory requirements.
Provider notifies the Company that it does not have
Fixed Establishment in India, then, any Indian GST 9.5. Company’s rights, if treated as
chargeable on the services provided by the Service representative assessee by Government
Provider under this Agreement shall be paid by the Authorities
Company directly to the relevant Government
Authority. In certain situations, a Government Authority may
treat the Company as the representative assessee of
9.2.3. Reimbursement of Taxes to the Service the Service Provider and/or its subcontractors and
Provider recover the Taxes due to the Government Authority
It is acknowledged that responsibility for payment by the Service Provider or its subcontractors from
of Taxes to the Government Authority will be the Company. In such situations, the Company
governed as per clause 9.2.1 and 9.2.2, the Service shall have the following rights:
Provider will be reimbursed only for such Taxes
which will be agreed to be reimbursed in the (a) The Company shall be entitled to recover from
Compensation Schedule or any of the Purchase the Service Provider, the Taxes paid on behalf
Order(s) issued under the Agreement. of the Service Provider or its subcontractors
(together with any costs and expenses
9.2.4. Pricing incurred by the Company in connection
The Parties agree that details of Taxes included in, therewith) or to retain the same out of any
or excluded from, the Service Provider's prices amounts to be paid to the Service Provider or
and/or rates shall be as stated in the Compensation its subcontractors that may be in its
Schedule to the Agreement and nothing in this possession (whether due under this
Clause 9 shall be construed to affect or prejudice Agreement or otherwise) and shall pay only
such details as stated in the Compensation the balance, if any, to the Service Provider;
Schedule. and

9.3. Withholding taxes and Withholding

certificates (b) If the Company is required to furnish any
details or documents in such capacity, the
9.3.1. The Company shall, at the time of its payments due Company shall request the details or
to the Service Provider, withhold the necessary documents to be furnished to it by the Service
taxes at such rate as is required by any Government Provider and the Service Provider shall
Authority, unless and to the extent that the Service immediately furnish the same to the
Provider shall produce to the Company any Company. If the Service Provider fails to
certificate issued by a Government Authority comply with the foregoing, any
(having authority to issue such certificate) entitling penalty/interest levied on the Company for
the Service Provider to receive the payments under non-filing or late filing of details or documents
the Agreement for a prescribed period without in this regard shall be recoverable from the
deduction of any tax or deduction at a lower rate. Service Provider.

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 rating score’ and thus, undertakes to carry out this
9.6. Indemnity foregoing obligation with sincerity, due diligence
and without any delay or demur.
The Service Provider shall defend, indemnify and 9.8.3. The Parties agree that the Company reserves the
hold the Company Group harmless from and right to reimburse the GST component on supplies
against any and all claims, liabilities, costs, received only when the corresponding credit has
damages and expenses (including court costs and become available in the electronic credit ledger of
legal fees) in connection with any Taxes which may the relevant GST registration of Company.
be levied or imposed on the Service Provider or its 9.8.4. Without prejudice to any other indemnification
subcontractors by any Government Authority obligation under this Agreement, the Service
arising out of or in connection with the Provider agrees to, at all times, to hold harmless
performance of this Agreement. and indemnify Company from and against all
claims, liabilities, expenses, proceedings, costs and
9.7. Changes in Law losses that may be suffered or incurred by Company
If, after the date of execution of this Agreement, which may arise out of or in connection with any
there is any change in law which results in a change failure by the Service Provider to adhere to its
in the rate of any Tax included in the Service obligations including but not limited to its
Provider’s prices or rates or the introduction of a obligations under clause 9.9.1 above. In this regard,
new Tax and such change results in an increase or the Service Provider also hereby indemnifies
decrease in the cost to the Service Provider of Company from any costs, claim or liability arising
performing this Agreement then the Parties shall out of any claim or action or omission by any
agree to a revision in pricing to reflect such change employee or consultant or agent or outsourced staff
provided that: or subcontractor of the Service Provider.
(a) the Party requesting such revision shall
promptly (and in any case prior to submission 10. TERMINATION
of the Service Provider’s final invoice under
this Agreement) notify the other Party that 10.1. Either Party may, at any time and without cause,
such change in law has arisen; and terminate all or part of this Agreement by giving
(b) the Party requesting such revision shall no less than [30] days’ prior written notice to the
provide the other Party with documentary other Party. Provided that, if any Services under
proof of such change in cost to the reasonable this Agreement, or any Purchase Order issued
satisfaction of the other Party; and hereunder, have already been initiated and the
(c) the provisions of this Clause 9.7 shall not apply work is in progress, then the Company shall have
to changes in Personal Income tax or the right to cancel/ terminate all or any part of the
Corporate Income tax or to changes in non- Service under the Agreement or the relevant
Indian Taxes. Purchase Order without cause and with
immediate effect.
9.8. GST Compliances by Service Provider
9.8.1. Notwithstanding anything contained hereinabove, the 10.2. In addition, the Company may terminate all or
Service Provider shall strictly and in a timely manner, part of this Agreement with immediate effect by
adhere to and undertake all acts, omissions and written notice to the Service Provider if one of the
compliances required under the applicable GST laws following circumstances occurs:
to ensure that the Company is able to avail the Input
Tax Credit/set off/rebate/refund of the GST (along (a) if the Service Provider breaches any
with cesses and surcharges, if relevant) as applicable provision of this Agreement, provided that
on the Services or any supplies if applicable made by where remediable, the Company has
the Service Provider under this Agreement to the notified the Service Provider of such breach
fullest extent possible under law. In this regard, and the Service Provider has upon receipt
without limiting the generality of the foregoing of such notice, failed to immediately and
obligation in any manner whatsoever, Company thereafter continuously proceed to remedy
reserves the right to specify to the Service Provider, such breach to the Company’s reasonable
particulars including but not limited to the following: satisfaction; or
(a) whether Service Provider should charge IGST
or CGST-plus-SGST; (b) if the Service Provider becomes insolvent or
(b) GST registration number of the Company; bankrupt or makes a composition or
(c) whether the Service Provider should be arrangements with its creditors; or
responsible to generate the E-Way Bill;
(d) the format of invoices/credit and debit (c) if the Service Provider is wound up or a
notes/advance receipt vouchers; resolution for its winding up is made (other
(e) the requirement for maintenance of a ‘GST than for the purposes of an amalgamation
compliance rating score’ above a specified or reconstruction whilst solvent); or
threshold; etc. and
(f) the relevant timelines for such compliances (d) if the Service Provider has a liquidator,
based on the applicable GST laws. provisional liquidator, receiver,
9.8.2. The Service Provider acknowledges that any failure administrator or an administrative receiver
in the foregoing obligations (including undertaking or manager of its business or undertaking
the ones specifically instructed by the Company, if appointed; or
any) can cause significant losses to the Company in
the form of loss of GST credit, statutory interest (e) if the force majeure under Clause 14
liability on such credit loss (under applicable GST continues for more than thirty (30) days.
laws) and adverse impact on the ‘GST compliance

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10.3. In the event of cancelation/ termination of all or acknowledgement of transmission is after 5.00pm
part of this Agreement for any reason, the on a business day of the recipient it shall be deemed
Company’s sole liability to the Service Provider in to have been received on the next business day of
respect of such cancelation/ termination shall be to the recipient.
make payment of the Fees properly due under this
Agreement up to the date of termination. 12.3. All notices or other communications between the
Parties shall be in the English language.
10.4. The expiry or termination of this Agreement shall
be without prejudice to the rights and obligations of 13. GENERAL LEGAL PROVISIONS
the Parties up to and including the date of expiry or
termination and shall not affect or prejudice any 13.1. The Company shall be entitled to assign this
term of this Agreement that is expressly or by Agreement to an affiliate/subsidiary or on giving
implication provided to come into effect on, or written notice to the Service Provider. Save as
continue in force after, such expiry or termination. aforesaid, the Service Provider shall not be entitled
to assign this Agreement or any part or any benefit
11. CONFIDENTIALITY or interest in or under it without the prior written
approval of the Company which the Company may
11.1. The Company and the Service Provider shall keep at its sole discretion accept or refuse.
any information which either Party learns about or
receives from the other pursuant to this Agreement 13.2. This Agreement shall not be amended or modified
in strict confidence and will not disclose the same except by mutual agreement in writing between the
to any third party without the prior written consent Parties.
of the other Party. The foregoing restriction shall
not apply in respect of information which the 13.3. This Agreement and the all Schedules and
Company requires to disclose for the purpose of Attachments annexed hereto contains the whole
performing Services or which was in the possession agreement between the Parties relating to the
of the disclosing party prior to this Agreement or subject matter of this Agreement, and supersedes
which is required to be disclosed by any law, rule or any previous understandings, commitments,
regulation of any governmental agency or court agreements or representations in respect of the
order or information which was already within the subject matter.
public domain or which was developed by either
Party, independently of and without reference to 13.4. No delay or failure on the part of either Party to
the Confidential Information and the receiving enforce from time to time all or any part of the
party has evidence of such independent terms and conditions of this Agreement shall be
development. The provisions of this Clause shall interpreted as a waiver of such terms and
survive the expiry of termination of the Agreement conditions.
for a period of 3 years.
13.5. Nothing in this Agreement shall, or shall be deemed
11.2. The Service Provider shall not disclose such to, create an agency, a partnership or a relationship
Information(s) to any potential subcontractors of employer and employee between the Parties. For
until such time and in manner agreed by Company the avoidance of doubt, nothing in this Agreement
in writing. The decision of the Company will be final shall prevent or restrict the Company from entering
and binding on the Service Provider in this regard. into parallel Agreements with other parties for
services similar or related to the Services.
11.3. The Service Provider shall use best endeavours to
prevent the authorised disclosure of the all 13.6. Unless otherwise specifically stated, both the
information hereunder. Where any information is Company and the Service Provider shall retain all
required to be disclosed under Clause 11.1, the rights and remedies, both under the Agreement and
Service Provider shall give prompt notice to the at law, which either may have against the other.
Company and shall use its best commercial
endeavours to limit the extent of any such 13.7. Each Party represents and warrants to the other
disclosure. that (i) it has been duly registered and organised
and is a validly existing legal entity under the laws
12. NOTICES of the jurisdiction of its incorporation and that it
has full power, authority and capacity to enter into
12.1. Any notice or other communication required or and to carry out its obligations under the
given under this Agreement shall be delivered in Agreement and (ii) by performing the Services it
writing either by hand or by courier, registered mail will not be in breach of any other Agreement,
with acknowledgment due, or fax to the address of agreement, license or permit or in violation of any
the relevant Party set out in the Agreement (or such law and (iii) it shall at all times act in accordance
other address as may be notified by the relevant with applicable laws and regulations.
Party from time to time).
13.8. The Service Provider shall comply with all safety
12.2. If a notice is delivered by hand or courier during instructions of the Company consistent with the
normal business hours of the intended recipient it provisions of the Agreement including, without
shall be deemed to have been received at the time limitation, the safety instructions of any of the
of delivery otherwise on the next business day of the Company's other Service Providers. Such
recipient. A notice sent by facsimile shall be instructions shall, if the Service Provider so
deemed to have been received at the time when the requires, be confirmed in writing by the Company's
sender’s facsimile machine acknowledges Representative, so far as practicable.
transmission provided however that if the time of

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13.9. The Service Provider shall not be entitled, without
the written consent of Company, to make any news 15.2. The Service Provider shall not use the services of
release or public announcement concerning the any of the employees of the Company, directly or
subject matter of the Agreement or to refer to the indirectly or enter into any sort of monetary
Company, use its name or logo, in print or transaction with the employees of the Company.
electronic forms for marketing or reference The Service Provider undertakes that he has not
purposes.] given, offered or promised to give directly or
indirectly any bribes, commission, gift,
13.10. If any provision of this Agreement is prohibited, consideration, reward, or inducement to any of the
invalid or unenforceable in any jurisdiction, that employees of the Company or their agent or
provision will, as to that jurisdiction, be ineffective relatives for showing or agreeing to show favor or
to the extent of the prohibition, invalidity or disfavor to any person in relation to this Agreement
unenforceability without invalidating the or forbearing to do or for having done or forborne
remaining provisions of this Agreement or affecting to do any act in relation to the obtaining or
the validity or enforceability of that provision in any execution of the aforesaid undertaking, by the
other jurisdiction, unless it materially alters the Service Provider, or his partners, agent or servant
nature or material terms of this Agreement. or any one authorized by him or acting on his
behalf.
13.11. The provisions of this Agreement are solely for the
benefit of the Parties. No other person are intended
to have, nor will have, any rights whatsoever, under 15.3. The Service Provider agrees to comply with the
this Agreement, whether for injury, loss or damage provisions of the Company’s Supplier Code of
to person(s) or property or for economic loss. Conduct which includes Anti-bribery and
Corruption requirements (a copy of which is also
13.12. This Agreement may be executed in one or more available at
counterparts, each of which will be deemed to be an [Link]
original copy of this Agreement and all of which, upplier_code_of_conduct_-_december_2016.pdf)
when taken together, will constitute one and the and the Company’s Human Rights Policy (a copy of
same instrument. which is available at
[Link]
14. FORCE MAJEURE danta_human_rights_policy.pdf) including the
Modern Slavery Act 2015 and in case of breach
14.1. Neither the Company nor the Service Provider shall thereof, the same shall be treated as a breach of this
be responsible for any failure to fulfil any term or Agreement.
condition of the Agreement if and to the extent that
fulfilment has been delayed or temporarily OR
prevented by a force majeure occurrence such as
any (a) Act of God, (b) fire, flood, earthquake, (c)
war, riot, insurrection and civil commotion, 15.3 The Service Provider agrees to comply with the
mobilization or military, call up of a comparable provisions of the Company’s Supplier Code of
scope, which has been notified in accordance with Conduct which includes Anti-Bribery and
this Clause 14 and which is beyond the reasonable Corruption requirements (a copy of which is also
commercial control and without the fault or available at
negligence of the party affected and which, by the [Link]
exercise of reasonable diligence, the said party is upplier_code_of_conduct_-_december_2016.pdf)
unable to provide against. and the Company’s Human Rights Policy (a copy of
which is available at
14.2. In the event of a force majeure occurrence, the [Link]
party that is or may be delayed in performing the danta_human_rights_policy.pdf) including the
Agreement shall notify the other party without Modern Slavery Act and in case of breach thereof,
delay giving the full particulars thereof and shall the same shall be treated as a breach of this
use reasonable endeavours to remedy the situation Agreement.
without delay.
The Service Provider acknowledges and agrees that
14.3. Save as otherwise expressly provided in the the Company is subject to the Modern Slavery Act
Agreement, no payments of whatever nature shall 2015. In performing its obligations under the
be made in respect of a force majeure occurrence. Agreement, the Service Provider represents and
warrants that neither the Service Provider nor any
14.4. Following notification of a force majeure of its employees performing the Services:
occurrence in accordance with Clause 14.2, the
Parties shall meet without delay with a view to (a) have been convicted of any offence involving
agreeing a mutually acceptable course of action to slavery and human trafficking;
minimise any effects of such occurrence. (b) have been or are the subject of any
investigation, inquiry or enforcement
15. BUSINESS ETHICS proceedings by any governmental,
administrative or regulatory body regarding
15.1. The Service Provider shall declare any conflicts of any offence or alleged offence of or in
interest with the Company including relationship connection with slavery and human
or financial interest of any nature whatsoever with trafficking;
employees, managers, other suppliers, vendors or (c) shall indulge in performance of any activity of
stakeholders of the Company. slavery of human trafficking;

Services STC, Version 3.0 (Nov ‘17) Page 7 of 8

 (21) days from the date of commencement of
During the course of this Agreement, the Service mediation or such further period as the parties shall
Provider shall promptly notify the Company as agree in writing, the dispute shall be referred to and
soon as it becomes aware of: finally resolved by arbitration under the Arbitration
and Conciliation Act, 1996 (as amended from time
i. an act which may lead to the Company being to time), which are deemed to be incorporated by
in any breach, or potential breach, of the reference into this clause. The arbitration shall be
Modern Slavery Act 2015; or conducted as follows:
ii. any actual or suspected act of slavery or
human trafficking in connection with this
(i) A sole arbitrator shall be appointed in case the
Agreement.
value of claim under dispute is less than ₹ Commented [AJ1]: Alternate clause in cases where direct
50,00,000 (Rupees Five Million Only) and in any reference to the ‘Modern Slavery Act 2015’ is not agreed to
15.4. The Service Provider shall maintain records and
other event by a forum of three arbitrators with one by the Service Provider
provide to the Company upon request such records
and evidences, as the Company may reasonably arbitrator nominated by each Party and the
require, confirming the Service Provider’s presiding arbitrator selected by the nominated
arbitrators.
compliance with the obligations under this clause.

(ii) The language of the mediation and arbitration

15.5. The Company shall have a right to initiate "audit proceedings shall be English. The seat and venue of
proceedings" against the Service Provider to verify arbitration shall be [New Delhi, India].
compliance with the requirements under this
clause. Such audit may be carried out by Company
or by a reputed agency to be appointed by Company (iii) The award made in pursuance thereof shall be
at the sole discretion of Company. The Service final and binding on the parties. The right to
Provider shall extend full cooperation for smooth arbitrate Disputes under this Agreement shall
completion of the audit mentioned herein. survive the expiry or termination of the Agreement.

15.6. Notwithstanding anything in this agreement,

Company shall have right to terminate the
Agreement forthwith and recover from the Service
Provider, the amount of any loss arising from such
termination in case, it is found that the Service
Provider has failed to comply with requirements
under this clause including any corrupt practices. A
decision of the Company or his nominee to this
effect that a breach of the undertaking had been
committed shall be final and binding on the Service
Provider.

15.7. If at any time during execution or performance of

this Agreement the Service Provider becomes aware
of any unethical practices or is faced with any undue
demand, request for gratification or favor from any
employee of the Company or a person connection
with such employee, the Service Provider must
report the same immediately to the Group Head-
Management Assurance at the following address:

Group Head – Management Assurance,

Vedanta, 75 Nehru Road
Vile Parle (E), Mumbai 400 099
‘Complaints’ can also be sent to the designated e-
mail id: [Link]@[Link]

16. GOVERNING LAW AND DISPUTE

RESOLUTION

16.1. This Agreement shall be governed by, construed

and enforced in accordance with the laws of New
Delhi, India.

16.2. Any dispute or difference whatsoever arising

between the parties out of or relating to the
interpretation, meaning, scope, operation or effect
of this Agreement or the existence, validity, breach
or anticipated breach thereof or determination and
enforcement of respective rights, obligations and
liabilities of the parties thereto shall be amicably
settled by way of mediation. If the dispute is not
conclusively settled within a period of twenty-one

Services STC, Version 3.0 (Nov ‘17) Page 8 of 8