1. THE PURCHASE AGREEMENT
1.1 These General Terms & Conditions (“
GTCs”) form part of, and are incorporated into, (i) each purchase order issued by ALEC (“
PO”) to the counterparty identified in the PO (the “
Service Provider”), and (ii) any separate agreement entered into between ALEC and the Service Provider under which such POs are issued in respect of the sale and delivery of Goods, the performance of Services, and/or the supply of creative Deliverables set out in the PO and any specifications referenced therein (together, the “
Agreement”).
1.2 Where used in an Agreement that incorporates these GTCs, capitalised terms shall have the meaning given to them in the Agreement, unless otherwise defined in these GTCs. Where a term is defined in both, the Agreement prevails.Unless the PO expressly states otherwise, installation/erection onsite is excluded. Packing, protection, painting, marking and compliant delivery are included.
1.3 Order of precedence (highest to lowest): (i) the PO (for the specific scope it covers); (ii) any specifications expressly incorporated into the PO; (iii) the Agreement (including its schedules); (iv) these GTCs. Any terms proposed by the Service Provider (quotations, invoices, online terms) are excluded unless ALEC accepts them in writing.
2. ASSIGNMENT & SUB-CONTRACTING
The Service Provider shall not assign, novate, transfer or sub-contract any material part of the Agreement without ALEC’s prior written approval. Approval does not relieve the Service Provider of any obligation; it is fully responsible for sub-contractors. No sub-contract creates any contractual relationship (privity) between ALEC and a sub-contractor.
3. DRAWING & TECHNICAL DATA
3.1 Any deviation from the specifications approved by ALEC requires ALEC’s prior written approval.
3.2 On request, the Service Provider shall provide drawings, proofs, pre-production materials, and technical data for approval and/or record. ALEC’s review/approval does not relieve the Service Provider from compliance.
3.3 WhereGoods are supplied, manufacturer/test certificates shall be provided on request(BS EN 10204 type 3.1 or equivalent where relevant
3.4 The ServiceProvider shall ensure Deliverables and Services comply with applicable law, advertising standards, and platform/publisher policies.
4. PATENT RIGHTS
4.1 All intellectual property rights in Deliverables and any materials created for ALEC under theAgreement vest in ALEC on creation. To the extent any rights do not so vest, the Service Provider assigns (by present assignment of future rights) those rights to ALEC and shall procure the same from its personnel and sub-contractors.
4.2 Pre-existingService Provider’s materials incorporated into Deliverables remain the ServiceProvider’s, but the Service Provider grants ALEC a perpetual, irrevocable, worldwide, transferable, royalty-free licence (with sub-licence rights) to use, reproduce, adapt, modify, distribute and otherwise exploit such materials aspart of, or in connection with, the Deliverables, for all media, territories and duration required for ALEC’s business.
4.3 The ServiceProvider warrants all third-party content are properly licensed to cover thePO’s usage and provides documentary proof on request. The Service Provider shall defend, indemnify and hold harmless ALEC, its Affiliates and personnel from all claims, losses, damages, costs (including legal fees) arising from any actual or alleged infringement related to the Goods/Services/Deliverables. If infringement is alleged, the Service Provider shall, at its cost and without loss of functionality, promptly procure continued rights or modify/replace the item.
5. PROGRESS CHECKS & INSPECTIONS
5.1 ALEC may inspect work in progress, visit sites, and request tests/samples. Such actions do not relieve the Service Provider of its obligations.
5.2 Pre-production materials (including copy, layouts, artwork, storyboards/scripts, proofs, and estimates)require ALEC’s written approval before production.
6. DELIVERY
6.1 Delivery/performance shall meet the PO dates/milestones.
6.2 If the Service Provider fails to meet any delivery date, timescale or milestone,ALEC may apply the remedies set out in the PO and/or Agreement (including any liquidated damages if stated), without prejudice to ALEC’s rights to terminate(in whole or in part) or procure elsewhere at the Service Provider’s expense where reasonably incurred.
7. RISK, TITLE AND TECHNICAL INFORMATION
7.1 Risk in Goods passes to ALEC upon delivery into ALEC’s or ALEC’s nominated freight forwarder’s possession. Title to Goods for which ALEC has paid vests in ALEC upon such payment.
7.2 All technical information (drawings, specifications, data, models, software, calculations) developed under the Agreement belongs to ALEC.
8. FEES, INVOICES AND AUDIT
8.1 Invoices must quote the ALEC PO number, attach acceptance evidence, and include receipts for pre-approved reimbursables. Payment terms shall be in accordance with the terms of the Agreement. In case of inconsistency, the Agreement prevails
8.2 Unless the PO states otherwise, ALEC shall pay undisputed invoices within sixty (60) days of receipt of a compliant invoice. ALEC may withhold disputed portions and pay balances; any adjusted amount is payable within thirty (30) days after resubmission.
8.3 ALEC may audit invoices and supporting records (timesheets, sub-contractor agreements, quotes/licences, receipts) on reasonable notice during theAgreement and for twenty-four (24) months after completion.
9. LIABILITY AND INDEMNITY
9.1 The Service Provider shall indemnify and hold harmless ALEC, its Affiliates and personnel from claims, losses, liabilities, damages, costs and expenses (including legal fees) arising from: (a) personal injury or property damage caused by the ServiceProvider; (b) intellectual property rights’ infringement; (c) breach of confidentiality/data privacy obligations; and (d) acts/omissions of the ServiceProvider or its sub-contractors.
9.2 ALEC is not liable for indirect or consequential loss (including loss of profit or Agreement)
9.3 TheService Provider’s aggregate liability under or in connection with theAgreement may be subject to a financial cap as agreed with ALEC. However, any such cap shall not apply to liability arising from (i) death/personal injury;(ii) fraud or fraudulent misrepresentation; (iii) willful misconduct or GrossNegligence; (iv) anti-bribery/sanctions breaches; (v) IP infringement; (vi)breach of confidentiality/data; or (vii) amounts recoverable under required insurances.
10. VARIATION
Only ALEC may direct changes to scope/specifications/timing of theServices in writing. Within three (3) Business Days, the Service Provider shall submit time/cost/impact; priced per PO/Schedule rates or, where not applicable, on a reasonable documented cost-plus basis subject to ALEC approval.
11. INSURANCE
11.1 TheService Provider shall, at its own cost, maintain at all times appropriate and adequate insurance coverage with a reputable insurer to cover its obligations and liabilities arising from its business relationship with ALEC, including (as applicable) professional indemnity, public liability, product liability, and employer’s liability insurance.
11.2 Such insurance shall be maintained at levels consistent with Good Industry Practices and applicable Law.
11.3 Evidence of the required insurance policies and payment of current premiums shall be provided to ALEC upon request.11.4 TheService Provider’s liability to ALEC shall not be limited to the extent of its insurance coverage.
12. TERMINATION
12.1 ALEC may terminate the Agreement in whole or in part for convenience on thirty (30) days’ written notice. ALEC may elect to terminate one or more POs while keeping the Agreement in force for other POs.
12.2 The ServiceProvider’s sole remedy is payment for properly performed and acceptedGoods/Services up to the effective date, less amounts properly withheld/set-off.
12.3 Either Party may terminate for a material breach not remedied within fourteen (14) days of notice, or for insolvency.
12.4 ALEC may set off any sums due from the Service Provider against sums otherwise payable by ALEC.
12.5 On termination/expiry, the Service Provider shall promptly deliver all Deliverables (including work-in-progress) and return or securely destroy ALEC Confidential Information in accordance with the Agreement.
13. FORCE MAJEURE
13.1 Neither Party is liable for delay or non-performance caused by a Force Majeure event beyond its reasonable control and not reasonably avoidable. Industrial action limited to the Service Provider or its supply chain, or inability to secure funds, is not Force Majeure.
13.2 The affected Party shall notify within three (3) Business Days with particulars and mitigation steps; the Service Provider is entitled only to time, not cost. IfForce Majeure prevents substantial performance for thirty (30) consecutive days, ALEC may terminate for convenience.
14. TAX MATTERS
14.1 VAT, with holding, and all other applicable taxes shall be applied in accordance with the terms of the Agreement. The Service Provider shall provide a valid tax invoice compliant with the Zakat, Tax and Customs Authority (ZATCA) regulations for VAT invoices.
14.2 The Service Provider shall be responsible for reporting, filing, and paying all taxes, duties, charges, or fees imposed in connection with the supply of Goods/Services. ALEC may withhold amounts required by Law and will provide evidence of remittance.
14.3 Service Provider shall indemnify and keep indemnified ALEC against all liabilities incurred by ALEC as a consequence of breach by the Service Provider of any of the obligations hereunder and all actions, proceedings, claims, damages, charges, costs and expenses whatsoever in relation thereto.
15. EXPORT CONTROLS AND ANTI-BOYCOTT LEGISLATION
15.1 The Service Provider is not expected or authorised to take any action in the name of or on behalf of ALEC that would violate any law of any applicable jurisdiction and no provision in these GTCs shall be interpreted or applied which would require any Party to do or refrain from doing any act which would constitute a violation of, or result in a loss of economic benefit under, any anti-boycott or export law, including but not limited to any such law of the United States or America.
15.2 If Service Provider or its sub-supplier, vendors and sub-service providers perform any part of these GTCs contrary to applicable laws, including but not limited to any such law of the United States of America, then the Service Provider shall bear any penalties or additional costs resulting from such violation and correction and ALEC, notwithstanding any other provision of these GTCs to the contrary, shall have the right to terminate the Agreement without any liability or responsibility of ALEC to the Service Provider for any costs, expenses or damages associated with such termination.
15.3 The Service Provider shall ensure that it either owns or lawfully possesses any equipment, information, data, products or results which are to be provided to ALECor otherwise referenced or utilised in the performance of these GTCs. Breach or credible suspicion entitles ALEC to immediate termination under Clause 12, without liability beyond payment for properly performed and accepted items.
16. CONFLICT OF INTEREST
ALEC personnel are not permitted to accept, and the Service Provider shall not offer, any gift of substantial value, lavish entertainment, trips, or money to ALEC personnel or their families, whether in appreciation of business or for the procurement of business from ALEC.
17. HSSE AND DRIVING SAFETY REQUIREMENTS
17.1 The Service Provider shall ensure that all personnel required to enter ALEC’S offices or sites in connection with a PO shall observe
all applicable HSSE requirements issued by competent authorities in the Kingdom of Saudi Arabia, ALEC’S safety and environmental protection guidelines and ALEC’S work site specific safety rules and policy. In particular, the rules for Personal Protective Equipment(PPE) will be followed. The required PPE shall be provided by the Service Providers to its personnel at no additional cost to ALEC. ALEC’s HSSE rules apply in addition to, and not in substitution for, statutory requirements.
17.2 Where delivery point(s) for Goods and/or Services hereunder is to ALEC’S sites or yards outside the Kingdom of Saudi Arabia urban area, the ServiceProvider shall be required to comply with ALEC’S Road Safety, VehicleInspection & Driver Essential Requirements.
18. CONFIDENTIAL INFORMATION
18.1 All information obtained by the Service Provider for or in connection with the Agreement and the Service Provider’s supply of the Goods and/or Services shall be considered as strictly confidential. Such information shall not be used by theService Provider for any purpose other than supplying the Goods and/orServices, nor disclosed to any third party (including the Service Provider’s employees, agents, or subcontractors) except on a strict need-to-know basis and subject to confidentiality obligations no less protective than those set out herein, or as expressly authorised in writing by ALEC.
18.2 The foregoing restrictions shall not apply to any information disclosed by ALEC to the Service Provider which: a) at the time of disclosure is in the public domain, or b) after disclosure becomes part of the public domain, or c) was already lawfully in the Service Provider’s possession at the time of disclosure, without restriction and not acquired directly or indirectly from ALEC, or d) was lawfully received from a third party without restriction and not acquired directly or indirectly from ALEC.
18.3 The Service Provider shall notify ALEC within twenty-four (24) hours of any suspected/actual unauthorised access, loss or breach of ALEC’s ConfidentialInformation. The Service Provider shall fully cooperate with ALEC and be a reasonable mitigation costs caused by its breach.
18.4 On request, termination, or expiry of the business relationship with ALEC, theService Provider shall promptly return or securely destroy all ALECConfidential Information (including any copies, backups, or derived data) and, if requested, provide written certification of destruction.
18.5 The Service Provider shall not be entitled to make any announcement, press release, publication, or case study using ALEC’s name, logo or Deliverables without ALEC’s prior written consent.
18.6 This Clause survives for five (5) years (indefinitely for trade secrets/personal data).
19. DATA PROTECTION & CYBERSECURITY
19.1 The Service Provider shall comply with all applicable data protection, privacy, and information security laws and regulations, including the Personal Data Protection Law (PDPL), issued underRoyal Decree No. M/19 on 9/2/1443 H (corresponding to 26 September 2021) as amended by the Royal Decree No. M/148 dated 5/9/1444 (corresponding to 27 March 2023) H(the “PDPL”), in connection with its business relationship with ALEC and the performance of its obligations under these GTCs.
19.2 To the extent the Service Provider processes any personal data on behalf of ALEC (including personal data relating to ALEC’s employees, clients, contractors, or other stakeholders), it shall act solely as a data processor and strictly in accordance with ALEC’s documented instructions. The Service Provider shall not process, transfer, or access such personal data outside the agreed purpose or territory without ALEC’s prior written consent.
19.3 The Service Provider shall implement and maintain, at its own cost, appropriate technical and organisational measures consistent with Good Industry Practices to ensure the confidentiality, integrity, availability, and resilience of (i) ALEC’s information and systems, and (ii) any personal data processed on behalf of ALEC.
19.4 The Service Provider shall promptly (and in any event within twenty-four (24) hours) notify ALEC of any actual or suspected unauthorised access, disclosure, loss, or breach of ALEC’s personal data, and shall fully cooperate with ALEC in investigating, mitigating, and remediating the incident.
19.5 Upon termination or expiry of the business relationship, the Service Provider shall, at ALEC’s option, securely return or irretrievably delete all ALEC personal data in its possession or control, and certify such deletion in writing if requested.19.6 The Service Provider shall ensure that any of its sub-contractors or personnel engaged in the processing of ALEC’s personal data are subject to written confidentiality and data protection obligations no less protective than those set out herein
20. ANTI-CORRUPTION UNDERTAKINGS
20.1 The Service Provider and ALEC each agree and undertake one to the other that in connection with the Agreement and the transactions contemplated by these GTCs, they will each respectively comply with all applicable laws, rules ,regulations, decrees and/or official governmental orders of the Kingdom ofSaudi Arabia relating to anti-bribery, anti-corruption, anti-money laundering and financial crime, including the Saudi Anti-Bribery Law (Royal Decree No. M/36), the Anti-Money Laundering Law (RoyalDecree No. M/20) and its implementing regulations, and the Law on CombatingTerrorism Crimes and Financing of Terrorism (Royal Decree No. M/21), as amended.
20.2 The Service Provider agrees, undertakes and confirms that it, and each of its Affiliates, and its and their respective directors, officers, and will and employees, agents and every other person acting on its or their behalf, has not, in connection with the transactions contemplated by these GTCs or in connection with any other business transactions involving ALEC in the Kingdom of Saudi Arabia, made, offered or promised to make, and will not make, offer, or promise to make, any payment or other transfer of anything of value, including without limitation the provision of any service, gift or entertainment, directly or indirectly: a) to any government official (including directors, officers and employees of government-owned and government-controlled companies and public international organizations ;b) to any director, officer or employee of ALEC or any of its other subsidiaries; c) to any political party, official of a political party, or candidate for public office; d) to an agent or intermediary for payment to any of the foregoing; or e) to any other person or entity For the purpose of obtaining or influencing the award of or carrying out these GTCs if and to the extent that to do so is or would be either in violation of or inconsistent in any material way with the anti-bribery or anti-money laundering laws of any relevant jurisdiction.
For the purposes of this Clause 20, the term“government official” shall mean any director, officer or employee of any government or any department, agency or instrumentality thereof, and/or of any enterprise in which a government owns an interest, and/or of any public international organization. This term also includes any person acting in any official, administrative or judicial capacity for or on behalf of any such government or department, agency, instrumentality, ALEC, or public international organisation.
20.3 The Service Provider agrees and undertakes that in connection with these GTCs and in connection with any other business transactions involving ALEC in the Kingdom of Saudi Arabia, the Service Provider and each of its Affiliates shall: a) have and will apply, in respect of its dealings with ALEC under theseGTCs, effective disclosure controls and procedures; b) have and will maintain books, records, and accounts which, in reasonable detail, accurately and fairly reflect the transactions undertaken and the disposition of assets; and c) have and will maintain an internal accounting controls system that is sufficient to ensure the proper authorisation, recording and reporting of all transactions and to provide reasonable assurance that violations of the anticorruption laws of the applicable jurisdictions will be prevented, detected and deterred.
20.4 In the event that ALEC has any reasonable basis for a good faith belief that theService Provider and/or any of its AFFILIATES may not be in compliance in any material way with the undertakings and/or requirements set forth in sub-clauses20.1, 20.2 and/or 20.3, ALEC shall advise the Service Provider in writing of its good faith belief and the Service Provider shall cooperate fully with any and all enquiries undertaken by or on behalf of ALEC in connection therewith, including the provision by the Service Provider of personnel and supporting documents and affidavits if reasonably deemed necessary by ALEC (provided, however, that the Service Provider may withhold from any such request for disclosure any investigative personnel working under the direction of the ServiceProvider’s legal department and documents which are subject to legal privilege).
20.5 Subject to the requirements of sub-clause 20.4, and without prejudice to any other rights or remedies ALEC may have hereunder or at law (including, as applicable, the right to damages for breach of Agreement), ALEC shall have the right to terminate the Agreement with immediate effect if ALEC reasonably believes in good faith that any of the foregoing agreements, undertakings or requirements set forth in this Clause 20 have not been complied with or fulfilled by the Service Provider or any of its Affiliates; PROVIDED, HOWEVER, that ALEC shall have provided the Service Provider with written notice as applicable in accordance with the terms of the Agreement.
20.6 All payments by ALEC to the Service Provider shall be made in accordance with the terms of payment specified in the Agreement or PO as applicable. In the absence of any such specific payment instructions elsewhere in the Agreement, payments by ALEC to the Service Provider shall only be made by cheque or wire transfer to a bank account, details of which shall be set out in the Agreement.
20.7 Any dispute arising hereunder as the result of ALEC exercising its rights under sub-clause 20.5 hereof shall be settled in accordance with the provisions of Clause23 of these GTCs.
20.8 The Service Provider shall take all reasonable measures to apply the provisions of this Clause 20 in its Agreements with sub-service providers in order to give effect to the agreements, undertakings and requirements set forth in this Clause 20.
20.9 Upon ALEC’s reasonable request, the Service Provider shall cooperate with compliance enquiries and provide relevant books/records (subject to legal privilege).20.10Breach(or credible suspicion) entitles ALEC to immediate termination without liability beyond payment for properly performed Services/Goods delivered and accepted.
21. NON-SOLICITATION
The Service Provider shall not, during the course of its business relationship with ALEC and for a period of eighteen (18) months following the last engagement or transaction with ALEC, directly or indirectly solicit for employment, employ, or otherwise engage any employee of ALEC who was materially involved in the Services, without ALEC’s prior written consent. In the event of a breach, the Service Provider shall pay to ALEC a liquidated sum equal to twelve (12) months’ gross remuneration of the relevant employee, which the Parties acknowledge constitutes a genuine pre-estimate of ALEC’s loss (to the extent enforceable under applicable Law).
22. CODE OF CONDUCT
The Service Provider confirms it has reviewed, and shall comply with, ALEC’s Code of Conduct and related compliance policies in performing the Agreement. Failure to comply may constitute a material breach entitling ALEC to terminate pursuant to Clause 12.
23. APPLICABLE LAW AND DISPUTE RESOLUTION
The laws and regulations of the Kingdom of Saudi Arabia govern the Agreement. Unless the Agreement expressly provides for arbitration, any dispute not resolved to the Parties’ mutual satisfaction shall be submitted to the exclusive jurisdiction of the courts of the Kingdom of Saudi Arab
[1] ALEC to use appropriate standards for the Goods.
