CONSULTANCY SERVICES AGREEMENT
This agreement is made on 26th day of August 2020 between
WS Engineering & Fabrication Pte Ltd (Company No. 199602164M), a company incorporated under the
laws of Singapore and having its registered office at 5 Pandan Road Singapore 609299 (hereinafter referred
to as ‘Company’); and
Abdul Saleem Ahamed Kidwai (Passport Number: Z3333781), an India national of full age, having a
residential address at B1 Chamu Villas D. No. 11 & 12, 10th Street, Kandasami Nagar Palavakkam Chennai
600041 (hereinafter referred to as ‘Consultant’).
RECITALS:
A. Company requires and the Consultant agrees to provide the consultancy services to Company as
set out in Schedule 1 and 2 of this Agreement.
B. The Parties wish to record the terms and conditions under which such consultancy services shall
take place.
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Definitions
“Fee” shall have the meaning prescribed to it in clause 2.2
“Laws” means all statutes, rules, regulations, laws, orders, proclamations and directives
issued by any government, governmental department or agency.
“Services” means the services as described in Schedule 1 of this Agreement.
2. Appointment
2.1 The Company hereby appoints the Consultant to perform the Services on the terms and
conditions stated herein.
2.2 The fees for Services are to be determined as follows:
The performance of Services by Consultant shall be recorded on a daily time-sheet which is
to be maintained by Consultant. Consultant shall seek approval of the time-sheet from the
Company-appointed person-in-charge such that the approved time-sheet is an accurate
indication of the Services performed.
Consultant shall be paid INR100,000.00 per month. No further reimbursement or other
payment shall be paid. Consultant shall be paid within seven (7) days upon receipt of
invoice.
Upon the completion of the contract period, the consultant shall be paid a contract
completion bonus equivalent to INR100,000.00. This shall be paid together with the 12th
month consultancy fee. In the event that the Company terminates the contract
prematurely, you will be paid a pro-rated payment. However, if the consultant prematurely
terminates the contract, the bonus shall be forfeited.
2.3 The Consultant shall bear its own costs and expenses such as insurance, income tax, local
transportation, pension contributions among others, incurred towards the fulfillment of the
obligation and performance of the Services under this Agreement and other than as stated
in Clause 2.2 above and Schedule 2 of this Agreement, no other fee or disbursement is
payable.
3. Obligations of the Consultant
3.1 The Consultant shall:
(i) Use reasonable efforts to diligently and faithfully perform the Services hereunder in
an ethical, honest and timely manner;
(ii) Ensure that it has adequate facilities, management and expertise to perform the
Services hereunder;
(iii) Not appoint any sub-consultants, agents or other representatives to perform any of
the Services without the prior approval of the Company;
(iv) Comply with applicable Laws;
(v) Comply in a timely manner with all of its obligations under this Agreement;
(vi) Not use, nor infringe, harm or contest the validity of any trademarks or trade
names owned or used by the Company;
(vii) Promptly inform the Company if any of the Consultant’s representations and
warranties set out herein become untrue or incorrect, or if it has breached any
provision hereof.
4. Representations and Warranties of Consultant
4.1 The Consultant represents and warrants to the Company, and acknowledges that the
Company is relying upon such representations and warranties as an inducement to enter
into this Agreement with Consultant, as follows:
(a) The Consultant is familiar with and understands all applicable Laws including the
provisions of such Laws prohibiting any direct or indirect offer, payment, promise
to pay or authorization to pay anything of value to governmental officials, political
parties or political party officials in order to obtain or retain a business advantage,
influencing such persons to act, or inducing such persons to use their official
capacity to obtain or retain a business advantage; and
(b) The Consultant has not made any offers, payments, promises to pay or
authorizations to pay in contravention of any applicable Law.
5. Confidentiality and Data Protection
5.1 Consultant shall not disclose to any person, entity, firm or corporation the existence and/or
the terms and conditions to this Agreement or any knowledge or information pertaining to,
or in connection with, this Agreement or the conduct or details of the business of the
Company. This obligation shall survive for a period of five (5) years after the termination or
expiration of this Agreement.
5.2 Upon termination or expiry of this Agreement, the Consultant shall forthwith deliver to the
Company any and all documents, papers, information and any other materials (whether in
hard copy or electronic form) relating to or containing any such information.
5.3 The Consultant agrees to provide the Company with all personal data relating to the
Consultant which is necessary or reasonably required for:
(a) the proper performance of the Services (including processing of Fees);
(b) the administration of this Agreement (including services and advice on processes
and issues, managing enquiries and instructions from the Consultant, and sending
invitations to the Consultant for Company events);
(c) the conduct of the Company's business (including sending information to customers
for quotes, bids, tenders or contracts, and conducting inquiries and/or
investigations related to business conduct or compliance issues);
(d) or where such provision is required by law;
(all the "Authorised Purposes"). The Consultant explicitly consent to the Company or any
company within the group of companies of which the Company is part to processing the
Consultant’s personal data, including but not limited to any sensitive personal data, where
this is necessary or reasonably required to achieve one or more of the Authorised Purposes.
5.4 The Consultant acknowledge that the Company may, from time to time collect or disclose
the Consultant’s personal data (including sensitive personal data) from and to third parties
(including without limitation any management consultants or computer maintenance
companies engaged by the Company, the Company's professional advisers, other group
companies and any potential purchasers of the business). The Consultant consent to such
collection and disclosure even where this involves the transfer of such data outside the
jurisdiction where the employment is exercised where this is necessary or reasonably
required to achieve one or more of the Authorised Purposes or is in the interests of the
Company and/or its shareholders.
5.5 The Company agrees to process any personal data made available to it by the Consultant in
accordance with applicable law. The Consultant agree that during the term of this
Agreement, the Consultant will process personal data in accordance with applicable law,
the Personal Data Protection Policy of the Company.
6. Termination
6.1 This Agreement may be terminated by:
(i) mutual agreement; or
(ii) either party giving one (1) month notice in writing or one (1) month equivalent fee
in lieu of notice; or
(iii) the non-defaulting party giving one (1) month notice in the event of a breach of any
of the terms of this Agreement by the defaulting party.
7. Miscellaneous
7.1 This Agreement is not assignable by the Consultant in whole or in part without the prior
written consent of the Company, which consent shall not be unreasonably withheld, and
any attempted assignment or participation without such consent shall be null and void.
7.2 All notices, requests or statements shall be made to the addresses specified in this clause.
Unless expressly provided otherwise, notices shall be in writing and delivered by letter,
electronic mail or facsimile. Notice by facsimile or hand delivery shall be deemed to have
been received by the close of the Business Day on which it was transmitted or hand
delivered (unless transmitted or hand delivered after close of the Business Day, in which
case it shall be deemed received at the close of the next Business Day). Any notice by way
of facsimile shall be followed with delivery by way of letter which shall be without prejudice
to the validity of the original notice. Notice by overnight mail or courier shall be deemed
to have been received one Business Day after it was sent. A Party may change its address
by providing written notice thereof to the other Party. Notices shall be deemed to have
been received on the recipient’s Business Day.
If to the Company:
WS Engineering & Fabrication Pte Ltd
5 Pandan Road, Singapore 609299
Tel: +65 6898 0388
Fax: +65 6898 0288
If to the Consultant:
Abdul Saleem Ahamed Kidwai
Abdulkidwai2009@gmail.com
+91 9962690185
For purposes of this Clause, “Business Day” means a day on which commercial banks in
Singapore, is open for the transaction of normal banking business. A Business Day shall
open at 8:30 a.m. and close at 5:30 p.m. Singapore Time.
7.3 This Agreement and all non-contractual matters in connection therewith and the rights and
duties of the Parties arising here from and there from shall be governed by and construed
in all respects in accordance with the laws of Singapore.
7.4 The Parties irrevocably agree that the courts of Singapore shall have exclusive jurisdiction
to settle any dispute or claim that arises out of or in connection with this Agreement, its
subject matter or formation (including non-contractual disputes or claims).
7.5 This Agreement shall tenure to the benefit of and be binding upon the parties hereto and
their respective heirs, personal representatives, successors and permitted assigns.
7.6 This Agreement together with all the Schedules, is in substitution for and supersedes any
prior agreements (arrangements and undertakings between the parties, expressed or
implied, written or oral, in relation to the provision by Consultant of the Services to the
Company and constitutes the entire agreement between the parties relating to such
subject matter. Except as otherwise expressly set forth herein, neither party makes any
representation, warranty, promise, commitment or undertaking, expressed or implied, to
the other relating to the subject matter hereof. The expressed terms hereof control and
supersede any course of performance or usage of trade inconsistent with the provision
hereof.
7.7 If any part or provision of this Agreement is prohibited or rendered invalid, void or
unenforceable by applicable Law or so found by any court of competent jurisdiction, such
part or provision which is prohibited or rendered void or unenforceable shall be of no
further force and effect and deemed severed here from and validity or enforceability of any
other part or provision of this agreement shall not be affected.
7.8 Any delays or failure of either party to this Agreement to enforce at any time any of the
provisions hereof shall not be construed to be a waiver of such provisions or of the right of
such party thereafter to enforce such provisions.
7.9 No provision of this Agreement shall be construed against or interpreted to the
disadvantage of either party hereto by any court or governmental or judicial authority by
reason of such party having or being deemed to have structured or dictated such provision.
7.10 No amendments or modification of this Agreement shall be binding on the parties unless
made in writing expressly referring to this Agreement and signed by duly authorized
officers or representatives of both parties.
7.11 The Consultant is an independent contractor to the Company. The Consultant shall have no
authority, and shall not represent itself or hold itself out as having any authority to enter
into any contract, make any payment, offer any condition, warranty or guarantee, change
or compromise any part of any Contract or incur or assume any liability of any nature
whatsoever on behalf of the Company. The Company shall not have any liability for actions
or omissions of the Consultant or its employees, agents or representatives. Nothing
contained in this Agreement shall create, between the parties, the relationship of principal
and agent, employer and employee, partnership, joint venture or any association.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date stated at the
beginning.
For and on behalf of:-
WS Engineering & Fabrication Pte Ltd
Name: Cindy Aw
Title: HR Business Partner
For:-
Name: Abdul Saleem Ahamed Kidwa
Title: Instrumentation Engineer
Schedule 1
Services to be provided by the Consultant shall include but not limited to the following:
Understand the instructions from Customer Engineers and project specifications.
Complete the designs and drawings on time per project schedule.
Carried out E&I material take off.
Prepare cable schedule and load schedule for distribution panels.
Prepare panel interconnection engineering documents for the electrical substations.
Communicate to the production team for any clarification on engineering drawings.
Schedule 2
WORKING HOURS & TIME SHEET
Contract Period This contract will be effective for twelve (12) months starting from
____________________________ up to ___________________________.
Timesheets During the course of the Services, including field work, you will be required to
complete timesheets or any other document used to identify time spent,
supporting on progress of work delivery as agreed with the Company.
EXCLUSION
Exclusion You will be expected to cover your insurance, local transportation as well as
any tax liabilities.
