SPECIAL TERMS AND CONDITIONS FOR

HIRING OF CONSULTANTS – MILESTONE/DELIVERABLE BASED

1. Agreement Overview

All Hiring of Consultants – Milestone/Deliverable based service-related contracts placed through GeM shall be governed by the following set of Terms and Conditions:

1. General terms and conditions for Goods and Services. (“GTC”)
2. Service-specific terms and conditions (“STC”) contained in this document
3. BID / Reverse Auction specific Additional Terms and Conditions (“ATC”) as specified by the Buyer
   
   

The above terms and conditions are in reverse order of precedence i.e. ATC shall supersede Service-specific STC which shall supersede GTC, whenever there are any conflicting provisions. This document represents the Special Terms and Conditions (“STC”) and the Service Level Agreement (SLA) governing the contract between the Buyer and Service Provider. The purpose of this document is to outline the scope of work, stakeholders’ obligations, and terms and conditions of all services covered as mutually understood by the stakeholders.

2. Objectives and Goal

The objective of this document is to ensure that all the special terms and conditions are in place to ensure consistent delivery of services to the Buyer by the Service Provider. The goal of this document is to:
⦁ Provide clear reference to service ownership, accountability, roles, and responsibilities of both parties
⦁ Present a clear, concise, and measurable description of services offered to the Buyer
⦁ Establish terms and conditions for all the involved stakeholders, it also includes the actions to be taken in case of failure to comply with conditions specified
⦁ To ensure that both the parties understand the consequences in case of termination of services due to any of the stated reasons
This document will act as a reference document that both the parties have understood the above-mentioned terms and conditions and have agreed to comply by the same.

3. Parties of Agreement

The main stakeholders associated are:

1. Buyer: The Buyer is responsible to provide clear instructions, approvals, and timely payments for the services availed as per the contractual terms.
   
   
2. Service Provider: The Service Provider is responsible to provide all the required services in a timely manner. The Service Provider may also include the seller, supplier/bidder/contractor, any authorized agents, permitted assignees, successors, and nominees as per the context and as described in the document
   The responsibilities and obligations of the stakeholders have been outlined in this document. The document also encompasses payment terms and deductions in case of non-adherence to the defined terms and conditions.

4. Service Scope

The scope of “Hiring of Consultant Services” is to submit specific deliverables as required by the buyer and to perform the scope of service/stated objective. The service offering is based on a milestone basis as defined by the buyer, where payment to the service provider is tied to the successful completion of each milestone.

5. Terms and Conditions

5.1 Buyer’s Obligations

1. The Buyer shall nominate a nodal officer from its organization to coordinate with the service provider to facilitate approvals, sharing of data, etc. 
2. Any documentation/guidelines with respect to the scope of the project and necessary work permits to access buyers’ premises are to be provided by the buyer. The buyer shall provide (or cause others to provide so) Information, resources, and assistance (including access to records, systems, premises, and people) that the service provider is required to perform the services.
3. The Buyer shall notify the Service Provider of any dishonest, wrongful, or negligent acts or omissions of the Service Provider’s employees or agents in connection with the Services as soon as possible after the Buyer becomes aware of them.

5.2 Service Provider’s Obligations

1. The Service Provider would be required to staff sufficient and qualified personnel and subject matter experts, capable of delivering the Buyer’s objectives. The service provider will provide the services using reasonable skill and care and/or in accordance with applicable professional standards.
2. The Service Provider shall designate a Coordinator who will be responsible for maintaining regular contact with the Buyer Department to ensure that the best possible services of the people deployed are provided without interruption.
3. The Service Provider agrees that it shall take adequate measures to protect the secrecy/ confidentiality of and avoid disclosure and unauthorized use of the confidential/sensitive information.  The Service Provider shall immediately notify the Buyer, in writing, upon discovery of any threatened breach, actual loss, or unauthorized disclosure of the confidential/sensitive information.
4. The Service Provider shall not be allowed to transfer, assign, pledge or subcontract its rights and liabilities under this Agreement to any other agency or organization by whatever name be called without the prior written consent of the Buyer.

6. Payment Terms

1. Payment shall be made once the service provider submits the invoice online on GeM along with other relevant documents and after the generation of service delivery acceptance certificates (SDAC) by consignee for the submitted invoice.
2. All deductions (If applicable) will be accounted/deducted during SDAC generation before making the payments. Payment will be made through bank transfer only in no circumstance cash/ cheque payment will be made.

7. Deductions and Liquidity Damages 

8. Amendment of Contract

During the service delivery period, some conditions may occur when the Buyer and/ or Service Provider may be required to amend the Agreement, some of such conditions may be as follows: -

1. Amendment of the Contract after event of Force Majeure: In case of occurrence of any exceptional event/ circumstance which has affected either party directly to perform the agreed services, the Agreement can be amended. However, cause, evidence and nature of such effect shall be notified to the other party.
2. Amendment in statutory variations: All statutory variations leading to an increase in the cost of the contract will be debited to the Buyer accounts.
3. Amendment of the Contract as per both parties’ consent: Amendment of the Contract shall be done as per mutual consent of both parties

9. Termination of Contract

The Agreement shall be come to an end either on completion of the Contract Period or shall be terminated for the following reasons:

1. Mutual consent: The contract may be terminated based on mutual consent in case the services are no longer required. Termination based on mutual consent will not attract any penalties or shall not be liable for any extra payments other than payment of invoices raised till the time of termination including notice period.
2. Breach of contractual obligations: Any incidents considered as the breach of contract may result in immediate termination of services. The Buyer shall have the right to terminate the Contract effective immediately by giving written notice to the Service Provider if, the Service Provider breaches a material provision of this Contract where that breach is not capable of remedy; or if the Service Provider breaches any provision of this Contract and fails to remedy the breach within 14 days after receiving notice requiring it to do so.
3. Breach of SLAs: The contract may also be terminated if i) the cumulative penalties rise to 10% of the contract value ii) repeated breach of any SLA beyond 3 instances as per Buyer discretion.

However, termination of this Contract shall not affect any accrued rights or remedies of either party.

10. Calculation Formula

Total Price = A
A = Lumpsum project cost