GENERAL CONDITIONS OF CONTRACT

FOR CONSULTANCY SERVICES

 TABLE OF CONTENTS

CLAUSE CONTENTS
1. DEFINITION OF TERMS
2. INTERPRETATION
3. THE OBLIGATIONS OF THE CLIENT
4.
5. THE SERVICES
6. SUSPENSION OF SERVICES
7. WARRANTY OF THE SERVICES PROVIDED
8. DELAY DAMAGES AND BLACKLISTING
9. EXTENSION OF TIME
10. PERSONNEL
11. CONTRACT PRICE AND PAYMENT
12. INSURANCE
13. INDEMNITY
14. CONFIDENTIALITY OF INFORMATION
15. INTELLECTUAL PROPERTY RIGHTS
16. OWNERSHIP
17. DISPUTE RESOLUTION
18. FORCE MAJEURE
19. TERMINATION BY THE CLIENT
20. TERMINATION BY THE CONSULTANT
21. NOTICES
22. NON-WAIVER AND SEVERABILITY
23. ASSIGNMENT
24. COSTS
25. SUCCCESSORS BOUND
26. INDEPENDENT CONTRACTOR
27. PERSONAL DATA PROTECTION
28. MODIFICATION
29. GOVERNING LAW
30. COMPLIANCE WITH THE LAWS
31. WITHOLDING TAX
32. LANGUAGE
33. TIME OF THE ESSENCE
34. NO CONFLICT OF INTEREST
35. ELECTRONIC SIGNATURE
36. ENTIRE CONTRACT
GENERAL CONDITIONS

1. DEFINITION OF TERMS

In construing the Contract, the following words shall have the meanings herein assigned to
them unless otherwise stated:

shall mean the completed pages titled Appendix to

Conditions of Contract which are appended to this Contract;

shall mean TNB Power Generation Sdn Bhd (TPGSB), including its successor in title or
permitted assigns;

shall mean any company or other entity that directly or indirectly through one or
more intermediary Controls or is Controlled by or is under common Control of the Client;

shall mean the Procurement Code of

Conduct accessible at https://www.tnb.com.my/ethics-governance/board-charter/#tnb-
procurement-code-of-conduct;

shall mean any rules, regulations and/or directives issued or introduced by the
Client;

shall mean this General Conditions and/or the Particular Conditions

(if any);

shall have the following meaning:

(i) information of whatever nature relating to the Client and its business which is disclosed
to the Consultant in written, pictorial, electronic or in any other form, from or pursuant to
discussions with any of the officers, employees, agents or advisers of the Client; and/or

(ii) information of whatever nature relating to the business of the Client obtained by the
Consultant during the performance of the Services or by observation during visits (if any)

(iii) analyses, compilations, studies and other documents prepared by the Consultant or the

information specified in paragraphs (i) or (ii) above.

shall mean the signatory of the Contract Agreement, being a party whose
tender/offer has been accepted by the Client including its successor in title and permitted assign;

shall mean concepts, analyses, know-how, tools, questionnaires and

assessments, modules, courses, frameworks, software, algorithms, models, and industry
perspectives of the Consultant;

shall mean the written legal agreement between the Client and the Consultant and
all other documents as listed in the Appendix to Conditions of Contract;
 Contract Agreement document titled as such to be executed between the Client
and the Consultant documenting the appointment of the Consultant to undertake the Services
under the Contract;

shall mean the duration to execute the Services as stated in the Letter of
Award;

shall mean the sum as stated in the Letter of Award for the execution of the
Services;

shall mean ownership of more than fifty percent (50%) of the voting rights of the
controlled company or the direct or indirect right to determine its actions by contract or otherwise;

shall mean all policies, data, information, reports, handbooks, the relevant
Consultant Tools, manuals and/or other documents, if any created for, produced for or
commissioned by and furnished to the Client under this Contract;

shall mean the date of the Letter of Award;

shall mean events adversely affecting the duties and obligations of a party, which
are beyond the reasonable control of such party and may include, but not be limited to

(i) acts of God;

(ii) war (whether declared or not), hostilities, invasion, act of foreign enemies;
(iii)insurrection, revolution, rebellion, military or usurped power, civil war or acts of terrorism;
(iv) natural catastrophes including but not limited to earthquakes, floods and subterranean
spontaneous combustion or any operation of the forces of nature against which an
experienced consultant could not reasonably have been expected to take
precautions;
(v) nuclear explosion, radioactive or chemical contamination or radiation;
(vi) pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic
speeds; and
(vii) riot, commotion or disorder, unless solely restricted to employees of the Consultant or its
personnel, servants or agents, events which are beyond the reasonable control of either
party which include acts of God, civil or military authority, civil disturbance, wars, strikes,
fires or other catastrophes;

shall have the same meaning as in the MACCA;

shall mean any written law of Malaysia including all statutes, legislations, subordinate
legislations, orders, rules, regulations, executive orders, decrees, policies, judgments,
notifications or other similar directives made pursuant thereto, consents or the requirements of
any government authority and as the same may be amended from time to time and includes any
change in law;

acceptance signed by the Client and issued to

the Consultant for the purpose of the Contract;

shall mean the document titled Letter of Tender, which is completed by the
Consultant and includes the signed offer to the Client for the Contract;
 means the Malaysian Anti-Corruption Commission Act 2009 and includes its
subsidiary legislation and guidelines;

shall mean the written instruction issued by the Client (whenever is

applicable) to the Consultant to commence the Services;

shall have the meaning prescribed to it under Clause 14.8;

Personnel
any part thereof;

shall have the same meaning as in the MACCA;

shall mean the consultancy and/or advisory services to be provided by the Consultant
in accordance with the terms and conditions of the Contract;

shall mean the tender document issued by the Client; and

shall mean the document titled terms of reference that specifies the
purpose, methods and scope of the Services that are to be performed by the Consultant including
any amendments, any additions or modifications to the Terms of Reference in accordance with
the Contract. The Terms of Reference may also include the payment schedules, bill of quantities
(or schedule of rates, wherever applicable) and the drawings (if any).

2. INTERPRETATION

2.1 In this Contract, except where the context requires otherwise:

(i) words indicating one gender includes all genders;

(ii) words indicating singular shall include plural and vice versa;

(iii)
in writing;

(iv) -written, type-written, printed or electronically

made and resulting in a permanent record;

(v)

words;

(vi)

(vii) the headings are for convenience and reference purposes only and do not affect in
any way the meaning or the interpretation of this Contract.

2.2 No rule of construction shall apply against the Client only by reason the Client being
responsible for the preparation of this Contract. These Conditions of Contract and the
documents listed in the Appendix to Conditions of Contract are to be taken as mutually
 explanatory of one another. For the purposes of interpretation, the priority of the
documents shall be as detailed in the Contract Agreement.

3. THE OBLIGATIONS OF THE CLIENT

3.1 The Client hereby agrees to:

(i) give reasonable assistance, if needed, to s

request for access to official documents and data sources; and

(ii)
information in respect of which access is required for the performance of the
Services.

3.2 Unless stated otherwise in the Terms of Reference, the Client undertakes that the

use.

3.3 For clarity, any data, report, map, photograph, plan, drawing, record or other information
given or forwarded by the Client to the Consultant shall not relieve the Consultant of its
obligations for the Services. The Client gives no warranty in any manner whatsoever for
the data, reports, maps, photographs, plans, drawings, records or information either as to
the accuracy or sufficiency or as to how the same shall be interpreted and the Consultant
when it makes use of and interprets the same, shall do so entirely at its own risk and shall
not constitute a breach of obligation on the part of the Client under this clause if such data,
report, map, photograph, plan, drawing, record or information is not accurate or sufficient
for the purpose of performing the Consultant's obligation under the Contract. The
Consultant shall be entitled to independently verify any information provided by the Client
for the purposes of this Contract.
4.

4.1 The Consultant warrants that:

(i) the Consultant has all the necessary power and authority to execute the Services
and each of the execution, delivery and performance of the obligations under the
Contract has been duly authorised by all necessary action on its part and the
Contract constitutes its legal, valid and binding obligation enforceable against it in
accordance with its terms;

(ii) the Consultant is not in default under any agreement to which it is a party or by
which it is bound and/or no litigation, arbitration or administrative proceedings are
currently present or pending or threatened with such actions, as the case may be,
which might affect the ability of the Consultant to enter into and/or to perform its
obligations under the Contract; and

(iii) no petition has been presented for winding-up of the Consultant.

4.2 The Consultant also warrants and undertakes that:

(i)
 Procurement Code of Conduct;
(ii) act honestly and fairly;

(iii) provide the Client with true and accurate information;

(iv) -corruption, along with any guidelines on

ethics and integrity communicated by the Client and made available in the
official website;

(v) not offer or provide, directly or through any intermediaries, any bribe, gift,
hospitality, entertainment, donation, consideration, reward, favour, any material or
immaterial benefit or other Gratification, commission, fee, brokerage or inducement
to an employee, director or other representative of the Client, for the purpose of

for the purpose of obtaining any advantage in the implementation of a contract;

(vi) not offer or provide any Gratification which might be considered a bribe under
either local or international legislation to a government official, either in Malaysia
or any other country;

(vii) not collude with other parties interested in this Contract to preclude or compromise
the implementation of this Contract. The Consultant also undertakes to
immediately report to the Client, through its official reporting channels, any such
attempts made by others to involve the Consultant in acts of collusion against the
Client;
(viii) not use improperly, for purposes of competition or personal gain, or pass on to
others, any information which may be reasonably be regarded as confidential and
is provided by the Client as part of the business relationship, including plans,
technical proposals and business details including information contained or
transmitted electronically;

(ix) not to give any Gratification to a public official, in order to expedite a process in
relation to the Services;

(x) not participate in any other criminal activity, such as extortion, embezzlement,
money laundering, or any similar or equivalent improper act or practice;

(xi) take all measures to prevent corrupt practices, unfair means and illegal activities
at all times while performing the Services;

(xii) inform the Client if any Personnel is either directly or indirectly, a Relative of any
of employee or director of the Client, or alternatively, if any employee or director of
the Client or their Relative has any interest, financial or otherwise, in the
Consultant;

(xiii) not lend to or borrow any money from or enter into any monetary dealings or
transactions, directly or indirectly with any employee or director of the Client;
 (xiv) ensure that staff and other representatives of the Consultant dealing with the
Client, or acting on behalf of the Client in servicing the Contract are aware of the
provisions herein;

(xv) immediately notify the Client in writing, if the Consultant is aware of any breach of
this provision, or if the Consultant becomes reasonably suspicious that this
provision may have been breached;

(xvi) the Consultant shall not directly or indirectly, negligently do or omit to do anything
which would have the effect of:

(a) causing the Client to be in breach of any obligations to any third party of
which the Consultant is aware of at the time of execution of this Contract;
or which the Consultant should reasonably be expected to be aware of at
the time of execution of this Contract; or

(b) exposing the Client to liability to any third party.

(xvii) the Consultant shall not use any information or materials supplied to the Consultant
by the Client in a manner which will be or is likely to be detrimental to the Client
and its business; and

(xviii) the Services performed does not and shall not infringe any intellectual property
rights or any other right of any other nature of any person and shall not subject the
Client to any claim for infringement of any proprietary rights of any third party;

4.3 The Consultant hereby acknowledges and understands that:

(i) the representations and warranties stated within the Contract are to be strictly
adhered to and therefore further acknowledges that in order to ensure the high
standards of performance and conduct of the Contract, the Client reserves the right
to request for or on its own accord, inspect, examine (including but not limited to)
all documents, correspondence, records, paperwork, computer software or
accounts of the Consultant that relates to this Contract at any time the Client so
wishes throughout the duration of the Contract subject to the Consultant's
confidentiality obligations to its other clients. In the event such measures are
adopted by the Client, the Consultant shall offer its full cooperation and assistance
to the Client to facilitate such events; and

(ii) the Clients shall give prior notice of such inspection or examination under this
Clause 4.3 unless circumstances make it inappropriate to give prior notice.

4.4 Where the Client has reasonable concerns regarding behaviour involving Gratification on
behalf of the Consultant, the Client shall have the right to:
(i) direct the Consultant to investigate the matter and the Consultant shall carry out
the investigations in the manner as directed by the Client; and/or

(ii)
all reasonable assistance, information and documentation to the Client, in respect
of the conduct of the investigations.
5. THE SERVICES

5.1 The Consultant shall complete the Services within the Contract Period. The
commencement date for the Contract Period will be the date as stated in the Notice to
Commence. In the event there is no Notice to Commence issued or whereby the Notice
to Commence is not applicable, the commencement date for the Contract Period shall be
fourteen (14) days after the Effective Date.
5.2 The Consultant shall execute the Services:
(i) strictly in conformity with the Terms of Reference and in accordance with the
Contract. The Consultant undertakes that the Client can use and rely on the
Deliverables prepared by or developed by the Consultant under the Contract;

(ii) by exercising the degree of care, skill, diligence, efficiency and professionalism in
the discharge and performance of the Services with standards normally exercised
by highly qualified persons in the performance of similar Services; and

(iii) in such manner as to always safeguard and protect the interests of the Client.

5.3 The Consultant shall submit to the Client a general programme for the Services within
seven (7) days from the date stated in the Notice to Commence. The Consultant shall
immediately give notice to the Client of specific probable future events or circumstances
which may adversely affect the Services and/or the Contract Period.
5.4 The Consultant shall submit to the Client a detailed programme Services within seven (7)
days from the submission of the general programme for the Services.

5.5 In the event the progress does not conform to the programme, through no fault of the
Client, the Client may instruct the Consultant to submit a revised programme which the
Consultant proposes to adopt in order to expedite the progress and to complete the
Services within the Contract Period.
5.6 If the Client agrees to the revised programme, the Consultant shall adopt the said revised
programme at the risk and cost of the Consultant. The Consultant shall not be allowed for
any adjustment to the Contract Price in adopting the said revised programme. However,
the Client shall be entitled to claim any additional costs incurred by the Client which were
caused by these revised programmes.
6. SUSPENSION OF SERVICES

6.1 The Client may only suspend the Services:

(i) upon the occurrence of a Force Majeure event; or

(ii)
reasons(s) for such suspension period and specifying the notice period for a re-
instatement of Services.

6.2 The Client may, at any time following a suspension ordered pursuant to clause 6.1(ii)
above, give notice to the Consultant to continue with the performance of the relevant part
 or all parts of the Services, as the case may be. The Client may extend the Contract Period
for a period the Services were suspended under this clause.
7. WARRANTY OF THE SERVICES PROVIDED

7.1 If the Client notifies the Consultant in writing of any deficiency or non-conformity in the
Services with this Contract, the Consultant shall immediately take steps to remedy or
correct such deficiency within fourteen (14) days thereof from the period as stated in such
notice and at no extra cost to the Client. Failing which the Client has the right to take the
following actions:
(i) obtain such services from a third party to remedy or to make good such deficiency
and the Consultant shall be liable for all costs and expenses including (but not limited
to) the price difference, insurance and taxes. Such payment may be deducted from
any payment due under this Contract; or

(ii) determine a reasonable reduction of the Contract Price.

(iii) to terminate this Contract according to the terms and conditions of this Contract.
Without prejudice to any other rights, the Client shall be entitled to recover all direct
losses and any other related costs.

7.2 The liability of each party with respect to any claim against each other under the Contract
is limited to direct damages only and neither party shall have any liability whatsoever for
consequential or indirect loss or damage such as, but not limited to, claims for loss of
profit, revenue, production, business, contracts or opportunity and increased cost of
capital, financing or overhead incurred by the other party.
8. DELAY DAMAGES

8.1 If the Consultant delays in completing the Services, the Client has the right to claim delay
damages at the rate of 0.15% of this Contract Price for each day of the delay if the delay
in completing the Services is caused by the Consultant. However, the maximum value for
the delay damages shall not exceed the Contract Price.
8.2 The payment for the delay damages may be deducted from any payment due under the
Contract. If the amount of delay damages exceeds the amount due by the Client to the
Consultant, such shortfall shall be deemed as an amount due and owing by the Consultant
to the Client. The Consultant shall pay any shortfall from the amount due to the Client

the right to take further actions if the Consultant fails to pay the said sum.
8.3 The delay damages shall be deemed to be the actual loss which the Client will suffer in
the event that the Consultant delays in completing the Services in accordance with the
Contract.
8.4 The Consultant by entering into the Contract agrees to pay to the Client the delay damages
under this Clause 8 without the need for the Client to prove his actual damage or loss.

obligation to complete the Services, or from any other duties, obligations or responsibilities
which the Consultant may have under the Contract.
8.5 Notwithstanding Clauses 7 and 8 above, the Client may also recommend the Consultant
to be blacklisted, suspended or deregistered from participating in the Client
exercise for a period which the Client deems fit.
9. EXTENSION OF TIME

9.1 The Consultant shall be entitled to an extension of time for the Contract Period if and to
the extent the Services is or will be delayed by any of the following causes;
(i) suspension of the services pursuant to Clause 6; or

(ii) any delay or impediment to the completion of the Services by the Consultant within
the Contract Period solely caused or attributable to the Client.

9.2 If the Consultant consider himself to be entitled to an extension of time for the Contract
Period, the Consultant shall submit a notice pursuant to Clause 21 to request for such
extension of time and provide the reasons for such request. The Client may and is not
under any obligation to consider such request and where the Client determines the
request is reasonable, the Client may grant such extension of time to the Consultant.
10. PERSONNEL

10.1 The Personnel shall be appropriately qualified, experienced and competent for the
Services and the Consultant shall be liable and responsible for the acts, actions, defaults
and negligence of the Personnel.
10.2 If the Terms of Reference requires the Consultant to provide the names of the Personnel,
the Consultant shall list down the de
the Contract.

10.3 In the event any of the Personnel nominated by the Consultant is in the reasonable opinion
of the Client considered to be incompetent in discharging his or her assigned duties, the

such Personnel with other suitably qualified, competent and experienced Personnel. Any
cost or financial consequences arising from such removal or replacement shall be borne
by the Consultant. For clarity, the request of the Client for the removal or replacement of
any of the Personnel shall always be based on reasonable grounds and in good faith
basis.

11. CONTRACT PRICE AND PAYMENT

11.1 The Client shall pay the Contract Price in consideration of the Services rendered by the
Consultant in compliance to the terms and conditions of the Contract.
11.2 The Contract Price shall be adjusted to take into account any increase or decrease
resulting from change in applicable Laws with regards to taxes (including introduction of
new Laws and the repeal or modification of existing Laws) or in the judicial or
governmental interpretation of such Laws after the Effective Date.
11.3 Any out-of-pocket expenses shall be approved by the Client in writing, prior to such cost
and expenses being incurred by the Consultant. However, the payment of these expenses
shall not exceed the amount stated in the Appendix to Conditions of Contract. The
 Consultant is required to submit full detailed supporting documents to enable the Client to
verify such expenses.
11.4 The Client may upon receipt of an invoice raise a written query in respect of the invoice
not reflect the actual Services provided.
Upon receipt of such query, the Consultant shall within fourteen (14) days of the issue of
the query, explain and clarify the matter in question. In the event the Client is not satisfied
with the explanation and clarification by the Consultant, the Client may submit such
dispute for resolution pursuant to Clause 17. The Client shall within thirty (30) days from
the receipt of the invoice(s), pay in full the amount invoiced less any amount in the invoice
disputed (if any) by the Client in good faith in writing and which is to be settled by the
parties under Clause 17.
11.5 The Client has the right to withhold any payment due to the Consultant, wholly or in part,
under the following events:
(i) if the Consultant commits any breach or default in the execution of the Services;
and/or

(ii) if the Consultant causes delay or is likely to cause delay in the execution of the
Services.

12. INSURANCE

12.1 The Consultant shall procure and maintain professional indemnity insurance for the

at common law and under the Laws throughout the Contract Period, at its own cost and
expense.
12.2 If the Consultant fails to do so and the Client neither approves the omission nor effects
insurance for the coverage relevant to this default, any monies which should have been
recoverable under this insurance shall be paid by the Consultant.
12.3 Nothing in this Clause 12 limits the obligations, liabilities or responsibilities of the
Consultant under the other terms of the Contract or otherwise. Any amounts not insured
or not recovered from the insurers shall be borne by the Consultant in accordance with
these obligations, liabilities or responsibilities.
12.4 Where the Consultant has not procured and maintained such insurance(s) prior to this
Contract, the Consultant shall procure such insurance(s) and refer to the department
named in the Letter of Award for any queries with regard to insurance matter. All costs
related to the insurance matters shall be deemed to be part of the Contract Price.

13. INDEMNITY
13.1 The Consultant shall indemnify and defend the Client, its agents, employees and assigns
at its own expense against any actions, claims, proceedings, demands, losses, damages
and any costs and legal expenses incurred by the Client, its agents, employees and
assigns arising from the negligent performance of the Services by the Consultant including
all claims for infringement of intellectual property rights of any third party or any
defamatory actions taken by any third party in relation to this Contract.