Contract ref no.

: SCI/BOR/2020/12-01
Reference # : ITT/SC/2020 PR/BOR/2020/21154

NTERNATIONAL (Somalia/Somaliland Country Office), an international Humanitarian

istered company (No. 03732267) and registered charity (No 1076822) in England and Whales,
ur District, Hargeisa Somaliland, herein referred to as (then “Customer”
ncludes its authorized officers and assigns;

AND

mpany registered in Hargeisa/Borama Somaliland whose address is- Hargeisa Somaliland and
il: [email protected] (the “Service Provider”) which expression where the context so admits
rs and assigns, of the other party.

WHEREAS:

A. The Principal wishes to engage the Contractor to construct the Works;

B. The Contractor is engaged in the business of offering such Works and has the necessary skill, knowledge and
experience in that field to carry out such Works; and

C. The Principal hereby appoints the Contractor for the provision and execution of such Works for the sum specified in
this Agreement.

NOW THIS AGREEMENT WITNESSES as follows:

1. In this Agreement words and expressions shall have the meanings assigned to them in the Conditions of Contract
hereinafter referred to.

2. The Conditions of Contract, Contract Data and Annexes are hereby incorporated by reference herein and, together
with this Agreement, shall be deemed to form the Contract.

3. The Contractor shall construct, install, complete and warrant the Works and remedy any defects or non-compliances
therein in conformity in all respects with the provisions of the Contract.

4. The Principal shall pay the Contractor in consideration of the construction, installation, completion and warranty of
the Works (and remedying any defects and/or non-compliances therein) the fixed lump-sum price stated in the
Contract Data, as may be adjusted in accordance with the terms of the Contract.

5. No amendment or addition to the Contract shall be binding on the Parties unless it is in writing and signed on behalf
of each of the Parties.

6. The Parties hereby warrant and undertake, each to the other, that they have respectively entered into and executed this
Agreement by their duly authorised representatives in accordance with all procedures required by their respective
governing laws and constitutional documents.

7. This Agreement may be executed in two (2) counterparts, which shall together constitute one (1) agreement. Any
party may enter into this Agreement by duly executing any such counterpart.
8. This Agreement shall come into full force and effect upon the date stated in the Contract Data (the Effective Date).

IN WITNESS WHEREOF this Agreement has been executed by the parties on the day and year first before written.

SIGNED FOR AND ON BEHALF OF:

Save the Children International (Somaliland) Awrdil Construction Company

Name:

Title: Name:

Title:

Signature…………………………………

Date: Signature…………………………………

Date:
CONTRACT DATA
The following Contract Data shall be read in conjunction with the Agreement and Conditions of Contract:

Clause Item Data

Effective Date 23h December 2020
1.1 Commencement Date 23h December 2020
1.4 Contract Price 4,157.884 USD
1.8 Contractor’s Representative Mohad Muumin
1.24 Principal’s Representative Abdinasir Abdillahi
1.33 Time for Completion 70 days/
4.1 Address for notices Principal:
 Address : Hargeisa
 Email:[email protected]
 Attention: Abdinasir Abdillahi

Contractor:
 Address: Borama
 Email: @yahoo.com
 Attention: Mohad Muumin
10.1 Site Access Prerequisites Contractor to obtain :
a) All permits, consents and licenses necessary to
commence and perform the Works as required
under Sub-Clause 9.1; and
b) The Required Insurances
11.3 Engineer / Architect Eng. Abiib Ibrahim/Sulieman
12.3 Principal supplied materials, Construction of shallow well hooray Awdal Region
plant, labour and/or equipment
15.1 Performance bond Strike out as applicable:
a) A performance bond is NOT required for this
contract;
19.2 Submission timeline for the 70 days
programme of Works
21.1 Liquidated Damages for Delay 0.01% per day up to a maximum of ten percent (10%)

23.1 Defects Notification Period 3 months

26.1 Payment Method: Payment shall be made by either (strike out as
applicable):
 [Milestone payments]
Milestone payments 4,157.884 40%, 50% and 10%
Below is the milestone for each payment
40% payment which is 1663.154 (Advance)
50% payment which is 2,078.942 (100% Completion)
10% payment which is 415.788 (Retention)
26.4 Timeframe for Engineer to Within 10 days of receipt of notice and evidence
inspect the Works after
receiving notice and evidence
of a completed milestone
26.9 Timeframe for Engineer’s Within 14 days of delivery of each statement
written confirmation to
Principal for payment of
statement
26.10 Timeframe for payment Within 70 days of delivery of each statement
 following delivery of each
statement
26.11 Timeframe for submission of Within 70 days of the events listed in Sub-Clause 27.2
final account
27.1 Payment retentions 10% of the total value of each payment
28.1 Contractor Bank Account  Name of Bank: Dahabshil
Details  Account Number: BORD
 Company Name: Awrdil
 Awrdil Construction Co.
29.1 Currency United States Dollar (USD)
CONDITIONS OF CONTRACT

1. Definitions

1.1 Associated Company means, in respect of a relevant company, a company which is a Subsidiary, a Holding Company
or a company which is a Subsidiary of the Holding Company of that relevant company.

1.2 Commencement Date means the date falling upon the number of days specified in the Contract Data, after the
Effective Date.

1.3 Contract means the Agreement, the Contract Data, these Conditions of Contract and the documents listed in the
Annexes.

1.4 Contract Price means the sum stated in the Contract Data, as may be adjusted in accordance with the terms of the
Contract, such sum to be inclusive of all taxes and duties payable in respect of the Works (if any).

1.5 Contractor means the second named party to this Contract.

1.6 Contractor Default Notice shall have the meaning given to it in Sub-Clause 36.2.

1.7 Contractor’s Design shall have the meaning given to it in Sub-Clause 16.2.

1.8 Contractor’s Representative shall mean the person stated in the Contract Data, as may be appointed and/or replaced
in accordance with Sub-Clause 11.2.

1.9 Country means the country in which the Site is located.

1.10 Defects Notification Period shall have the meaning given to it in Sub-Clause 23.1.

1.11 Dispute Notice shall have the meaning given to it in Sub-Clause 40.1.

1.12 Drawings means the drawings set out at Annex C.

1.13 Effective Date has the meaning given in the Contract Data.

1.14 Engineer shall mean the person stated in the Contract Data appointed in accordance with Sub-Clause 11.3.

1.15 Force Majeure shall mean any substantial change of circumstances compared to what was agreed between the Parties
at the commencement of contract negotiations beyond the reasonable control of a Party and which makes that Party’s
performance of its obligations under this Contract impossible or so impractical as to be considered effectively
impossible in the circumstances.

1.16 Force Majeure Event includes, but is not limited to:

(a) war and other hostilities (whether war be declared or not), invasion, act of foreign enemies, rebellion,
revolution, insurrection or military or usurped power or civil war;

(b) strike, lock-out, riot, commotion or disorder (unless such arises from the Contractor, its employees,
representatives, consultants, agents, volunteers, sub-contractors, partners and suppliers and arising from the
conduct of the Works); and

(c) earthquake, flood, tempest and other natural disasters.

1.17 Holding Company means, in respect of a relevant company, a company that (a) holds a majority of the voting rights
in it; (b) is a member of it and has the right to appoint or remove a majority of its board of directors; or (c) is a
 member of it and controls alone, or pursuant to an agreement with other shareholders or members, a majority of the
voting rights in it.

1.18 Laws means any law, decree, legislation, regulation, constitution, judgment, standard, code, order, ordinance, treaty,
consent or other requirement of any authority having the force of law in the Country, including as amended, modified
or consolidated from time to time.

1.19 Party means either the Principal or the Contractor, and Parties shall mean both the Principal and the Contractor.

1.20 Principal means the first named party to this Contract.

1.21 Principal Default Notice shall have the meaning given to it in Sub-Clause 36.5.

1.22 Principal’s Design shall have the meaning given to it in Sub-Clause 16.1.

1.23 Principal’s Policies means the policies referred to in Clause 34. and set out at Annexes D - F

1.24 Principal’s Representative shall mean the person stated in the Contract Data having the authority granted to it by the
Principal in accordance with Sub-Clause 11.1.

1.25 Principal’s Risks shall have the meaning given to it in Sub-Clause 17.1.

1.26 Prohibited Party means an individual or entity that is proscribed or designated on an official government, EU or UN
list because it is directly or indirectly involved in terrorist activities, or activity on behalf of a sanctioned country).

1.27 Required Insurances means those insurance policies the Contractor is required to take out and maintain in
accordance with (a) the Laws and (b) as otherwise may be specified in the Contract Data, in accordance with Clause
33..

1.28 Site means the areas designated by the Principal where the Works are to be carried out, and any other area specified
in the Contract as forming part of the Site.

1.29 Site Access Prerequisites means the prerequisites the Contractor must comply with, to the Principal’s satisfaction, as
specified in the Contract Data, prior to being given access to the Site and/or commencing the Works in accordance
with Sub-Clause 10.1.

1.30 Specifications means the specifications set out at Annex B.

1.31 Subsidiary means a company in respect of which a relevant company (a) holds a majority of the voting rights; (b) is a
member and has the right to appoint or remove a majority of the board of directors; or (c) is a member and controls
alone, or pursuant to an agreement with other shareholders or members, a majority of the voting rights. A company is
a Subsidiary if it is a Subsidiary (as defined above) of a company which is itself a Subsidiary of a relevant company.

1.32 Taking Over Notice means the notice given by the Principal to the Contractor pursuant to Sub-Clause 22.2.

1.33 Time for Completion means the time for completing the Works, calculated as the number of days shown in the
Contract Data after the Commencement Date, as may be adjusted in accordance with the Contract to account for
extensions of time to which the Contractor is entitled under the Contract.

1.34 Works means all the work including the Scope of Works at Annex A, and design (if any) to be carried out by the
Contractor including any variation.

2. Interpretation

2.1 In this Contract:

 (a) the list of contents and headings are for ease of reference only and shall not be taken into account in
construing the Contract;

(b) references to the Contract or to any other document shall be construed as references to the Contract or that
other document, as amended, varied, novated, supplemented or replaced from time to time;

(c) the singular shall include reference to the plural and vice versa as the context requires;

(d) references to a day are references to calendar days;

(e) dates and periods of time referred to in the Contract shall be construed in accordance with the Gregorian
calendar;

(f) references to a time (if any), shall be to time in the time-zone in which the Site is located;

(g) references to a Party are references to either party to the Contract including that Party's successors in title and
assigns or transferees permitted in accordance with the terms of the Contract;

(h) "in writing" includes any communication made by letter, email or fax;

(i) liability includes any obligation or liability (whether present or future, actual or contingent, secured or
unsecured, as principal or surety or otherwise);

(j) loss includes any loss, cost (including any cost of enforcement), expense, payment, liability (including tax
liability), claim, demand, damage, proceedings, penalty, fine, fee, rates, levy, charge, royalty, interest,
insurance premium, call, judgment, order or other sanction or amount payable and the amount by which any
right or entitlement to any amount has been reduced as a result of the matter in question; and

(k) if an obligation of either Party to make payment or to provide a notice or other communication falls on a day
that is not a working day the due date for the performance of the obligation will be the immediately following
working day.

3. Governing Law

3.1 This Contract shall be governed by the Laws of the Country. The Parties agree that such Laws shall apply to the
Contract and be enforceable to the fullest extent possible.

4. Notices

4.1 All notices to be given under the Contract shall be sent to the Principal or Contractor, as the case may be, at the
address for notices set out in the Contract Data.

4.2 Unless otherwise stated in the Contract, all notices (including approvals, consents, instructions, orders and
certificates) to be given under the Contract shall be given promptly, in writing, in the English language, sent by
personal delivery, courier, email or fax to the address for notices set out in the Contract Data, and:

(a) when sent by courier, shall be deemed (in the absence of evidence to the contrary) to have been delivered at
the time and on the date of actual receipt by the addressee;

(b) when delivered personally, shall be deemed to have been delivered at the time and on the date of delivery;

(c) when transmitted by email, shall be deemed to have been delivered at the time and on the date of sending;
and
 (d) when transmitted by fax shall, subject to an error-free transmission report by the transmitter, be deemed to
have been received at the time and on the date of transmission.

4.3 If a notice is delivered by courier, personally or transmitted by email or fax after 5 pm on any given day, the notice
will be deemed to have been received on the next day.

5. Entire Agreement

5.1 This Contract sets out the entire agreement between the Parties relating to any matter or circumstance taking place on
and from the Effective Date in relation to the Works, and supersedes all previous negotiations, arrangements and
understandings in respect thereof, and no variation shall be effective unless in writing and signed by or on behalf of
the Parties.

5.2 The Contractor warrants to the Principal that, in entering into the Contract, it is not relying upon any earlier
representations made by or on behalf of the Principal.

6. Priority of Documents

6.1 The documents forming the Contract are to be taken as mutually explanatory of one another. If an ambiguity,
discrepancy or inconsistency is identified in the documents, the Principal shall issue any necessary instructions to the
Contractor, and the priority of the documents shall be as follows:

(a) the Agreement;

(b) the Contract Data;

(c) these Conditions of Contract;

(d) the Principal’s Policies;

(e) the Payment Milestones (if applicable); and

(f) the Bill of Quantities,

such ambiguity, discrepancy or inconsistency shall be resolved by the relevant terms of the document appearing first
in the list set out in this Sub-Clause 6.1 prevailing over the relevant terms of those documents appearing later in that
list.

7. Severability

7.1 If at any time any provision of the Contract is or becomes invalid, illegal or unenforceable in any respect under the
Laws governing the Contract, that provision shall, so long as the commercial purpose of the Contract is still capable
of performance, be severed from the Contract and shall not in any way affect or impair the validity, legality or
enforceability of any other provision of the Contract.

8. Instructions

8.1 The Principal or the Engineer may issue instructions to the Contractor in respect of the Works, and the Contractor
shall comply with any such instructions.

8.2 The Contractor shall accept instructions only from the Principal or the Engineer in relation to the Works and shall not
seek instructions from any third party.
8.3 Where the Principal or the Engineer gives its approval or consent to any part of the Works, this shall not relieve the
Contractor of any of its obligations in respect of the Works. Similarly, where the Principal or the Engineer remains
silent, this shall not be construed as deemed approval or consent.

9. Permits, Consents and Licences

9.1 The Contractor shall be responsible for applying for and obtaining all necessary permits, consents or licences required
for the Works which are required in order to commence and perform the Works on the Site, and the permits consents
or licenses which are required in order to achieve completion of the Works in accordance with applicable Laws. The
cost of doing so shall form part of the Contract Price.

9.2 The Principal acknowledges that in certain circumstances the Contractor may require information and/or other
reasonable assistance from the Principal in order to comply with its obligations under this Clause 9.. In such
circumstances, the Contractor shall notify the Principal of its request for such information and/or other reasonable
assistance which the Principal shall, acting reasonably, make available to the Contractor. The Contractor
acknowledges that, in providing reasonable assistance, the Principal shall not be obliged to pay any additional sum to
the Contractor.

10. The Site

10.1 The Principal shall provide the Contractor with access to the Site from the Commencement Date, provided that the
Principal shall not be obliged to grant the Contractor access to the Site unless and until the Contractor has satisfied
each of the Site Access Prerequisites.

10.2 In the event that the Contractor fails to satisfy the Site Access Prerequisites, the Principal shall not be obliged to grant
the Contractor access to the Site, and the Contractor shall not be entitled to any extension to the Time for Completion
of the Works or to any additional cost.

10.3 The Contractor's right of access to the Site shall not be exclusive, and the Contractor shall be responsible for the
coordination and interfacing of the Works to be performed by it under this Contract with all others having access to
or use of the Site. In particular, the Contractor acknowledges and agrees that the Principal and its invitees will access
the Site and shall be entitled to monitor progress and compliance with the Contract. The Contractor represents and
warrants to the Principal that it has expressly allowed for all costs associated with such coordination and interfacing
with others in the Contract Price.

10.4 In the event that works being carried out on the Site by others delay the Works so as to prevent the Contractor from
completing the Works or a relevant portion of the Works by the Time for Completion, the Contractor shall be entitled
to an extension to the Time for Completion in accordance with the Contract, but shall not be entitled to any further
payment.

11. Representatives and Engineer

11.1 The Principal may appoint the Principal’s Representative at any time and grant to it such scope of authority, duties
and responsibilities as the Principal may reasonably determine.

11.2 The Contractor’s Representative shall be authorised to receive all instructions on behalf of the Contractor. The
Principal may, at its discretion, give notice to the Contractor requiring that the Contractor replace the Contractor’s
Representative. Upon receipt of such notice from the Principal, the Contractor shall promptly submit to the Principal
for consent the name and particulars of the proposed replacement representative. The Principal shall not unreasonably
withhold its consent to the Contractor’s proposed replacement representative.
11.3 The Principal shall appoint a suitably qualified, suitably resourced engineer, architect or project manager to act as
Engineer (the Engineer) who shall carry out the duties assigned to him in the Contract. Except as otherwise stated in
this Contract,

(a) the Engineer shall be deemed to act for the Principal;

(b) the Engineer has no authority to relieve either Party of any duties or obligations or responsibilities under the
Contract;

(c) any approval, check, certificate, consent, examination, inspection, instruction, notice, proposal, request, test
or similar act by the Engineer (including absence of disapproval) shall not relieve the Contractor from any
responsibility he has under the Contract, including responsibility for errors, omissions, discrepancies and
non-compliances.

11.4 Whenever the Contract provides that the Engineer shall agree or determine any matter, the Engineer shall act
independently and impartially and shall consult each Party in an endeavour to reach agreement. If agreement is not
achieved, the Engineer shall make a fair determination of the matter in accordance with the Contract, taking due
regard of all relevant circumstances. The Engineer shall give notice to both parties of each agreement or
determination, with supporting particulars. Each Party shall give effect to each agreement or determination unless and
until revised under Clause 40..

12. Contractor’s Obligations

12.1 In addition to the Contractor’s obligations under Clause 34. below, the Contractor shall carry out the Works taking all
due care and diligence and in accordance with the Contract. In carrying out the Works, the Contractor shall adhere to
the highest standards of construction, in a manner consistent with the works of other contractors working in the
Country.

12.2 The Contractor shall ensure that all relevant regulatory authorities provide their approval for the Works, and where
additional and/or remedial work is required to obtain such approval, the Contractor shall carry this out:

(a) at no extra cost to the Principal, irrespective of any comment, review or approval by the Principal or the
Principal’s Representative;

(b) within a reasonable time after having been notified by a relevant regulatory authority that such additional
and/or remedial work is required; and

(c) in accordance with the requirements of such regulatory authority, whilst ensuring that any relevant permits,
licenses and consents are obtained.

12.3 Save as provided in the Contract Data, the Contractor shall provide all materials, plant, labour (including supervisory
staff) and any equipment which may be required to carry out and complete the Works.

12.4 The materials shall be of the quality specified in the Specifications (or if quality is not specified in the Specifications,
the materials shall be new, of high quality and free from defects) and suitable for use as part of the Works. The
materials shall also comply with any Laws and local building regulations of the Country.

12.5 The Contractor shall remain entirely responsible for the Site from the Commencement Date until the Principal issues
the Taking Over Notice. During this period, the Contractor shall secure the Site and be responsible for rectifying,
repairing or replacing any element of the Works which becomes lost or damaged.
13. Title to Materials and Plant

13.1 Each item of plant and materials shall, to the extent consistent with applicable Laws, become the property of the
Principal, free from any encumbrances, at the time that payment is made in respect of such plant and materials.

13.2 The Contractor shall remain responsible for the care, custody, safe keeping and protection of such plant and materials
until such time as the Principal issues a Taking Over Notice in respect of the part or parts of the Works in which such
plant and/or materials are used or incorporated.

14. Subcontracting

14.1 The Contractor shall not be permitted to subcontract any part of the Works without the express permission of the
Principal. Where the Principal grants permission, it shall do so in writing. Where such permission has been granted, it
will be the responsibility of the Contractor to ensure the subcontractor’s compliance with the terms of this
Agreement, including, but not limited to, Clauses 12. and 34..

15. Performance Bond

15.1 If a performance bond is included as a requirement in the Contract Data, the Contractor shall deliver to the Principal
an irrevocable, unconditional, on-demand performance bond in a form acceptable to the Principal, issued by a bank
approved by the Principal for a value and by the time stated in the Contract Data.

15.2 The Contractor shall ensure that the performance bond is valid and enforceable until the expiry of 15 days from the
date of issuance of the Taking Over Notice issued under Sub-Clause 22.2.

15.3 If the terms of the performance bond specify an expiry date, and the Taking Over Notice has not been issued by the
date 28 days prior to that expiry date, the Contractor shall extend the validity of the performance bond until the expiry
of 15 days from the date by which the Works are, at such time, forecast to be completed and the Taking Over Notice
issued, failing which the Principal shall be entitled to issue a demand on the performance bond.

16. Design

16.1 The Principal shall be responsible for the Specifications at Annex B and the Drawings at Annex C provided under
this Contract (the Principal’s Design).

16.2 To the extent that the Contractor provides design for the Works (if any), whether as part of its tender submission
(which is agreed for use by the Principal), or during the course of completing the Works (provided that the Principal
has approved the same for use) (the Contractor’s Design), it shall remain responsible for such design elements,
which must be fit for the intended purpose. The Contractor shall also remain liable for any infringement of any patent
or copyright in respect of the Contractor’s Design.

17. Principal’s Risks

17.1 The Principal acknowledges and agrees that it shall bear the financial and time risks where:

(a) a Force Majeure event occurs;

(b) the Principal causes any act of prevention or breach of Contract;

(c) any delay or disruption is caused by an approved variation; or

(d) any change to applicable Laws occurs after the Commencement Date

(the Principal’s Risks).

18. Conditions for claiming Principal’s Risks

18.1 The Contractor shall use its best endeavours (without incurring substantial additional costs) to prevent or minimise
delay in the progress of the Works, howsoever caused, and to prevent completion of the Works being delayed or
further delayed beyond the Time for Completion.

18.2 Notwithstanding any other provision of the Contract, the Contractor shall not be entitled to any extension of time
and/or costs where and to the extent that the cause in question referred to in Sub-Clause 17.1 results from any
negligence or breach of contract on the part of the Contractor, the Contractor’s employees, representatives,
consultants, agents, volunteers, sub-contractors, partners or suppliers, or any other person for whom the Contractor is
responsible.

19. Commencement and Completion of the Works

19.1 The Contractor shall commence the Works on the Commencement Date and shall duly proceed to execute and
complete the Works without delay by the Time for Completion.

19.2 The Contractor shall also prepare and promptly submit a programme for the Works to the Principal and Engineer
within the number of days stated in the Contract Data, calculated from the Effective Date. The Contractor shall
provide the Principal and Engineer with updates to the programme as the Principal and/or Engineer may request as
the Works proceed.

20. Extension of Time

20.1 Subject to Sub-Clause 20.2, the Contractor shall only be entitled to an extension of the Time for Completion where
there is or will be a delay in achieving completion caused by any of the Principal's Risks, or as otherwise expressly
stated under the Contract. The Contractor must make an application for an extension of time with all supporting
particulars to the Principal or the Principal’s Representative and the Engineer, which shall consider all the relevant
information and extend the Time for Completion accordingly.

20.2 Where either Party becomes aware of circumstances that may cause delay or disruption to the Works or may give rise
to a claim for additional payment, such Party shall provide warning to the other Party. The Contractor shall actively
take steps to mitigate the effects of any such circumstances which may delay or disrupt the Works.

20.3 The Contractor’s entitlement to an extension to the Time for Completion or additional payment shall be limited to the
time and payment which would have been due had the Contractor given prompt notice and actively taken steps to
mitigate such effects.

21. Liquidated Damages for Delay

21.1 Where the Contractor fails to achieve taking over under Clause 22. by the Time for Completion, the Contractor shall
be liable to pay liquidated damages at the rate set out in the Contract Data, for each day the Contractor fails to
achieve taking over by the Time for Completion, up to and including the date specified in the Taking Over Notice
issued by the Engineer in accordance with Sub-Clause 22.2.

21.2 The Contractor shall not be liable to pay liquidated damages in excess of the sum stated in the Contract Data. In the
event the cap is reached, the Principal may, at its discretion, terminate the Contract and proceed in accordance with
Sub-Clause 37.1(a).

21.3 The Principal may recover these amounts as a debt due and payable or as a deduction from any other monies due to
the Contractor under the Contract.
22. Completion and Taking Over

22.1 When the Contractor considers that the Works are ready for taking over by the Principal it shall notify the Engineer.
If the Works are divided into sections, the Contractor may notify the Engineer that a particular section(s) is/are ready
for taking over.

22.2 When the Engineer considers that the Works or a section(s) is/are ready for taking over, it shall issue a Taking Over
Notice to the Contractor stating the date upon which taking over has occurred. The Principal may require the
Engineer to issue such notice whether or not the Works or section(s) is/are entirely complete. From the date of the
Taking Over Notice, the Principal shall have control over the Site and Works or the section(s) to which the Taking
Over Notice relates.

22.3 Where the Engineer issues the Taking Over Notice with outstanding works, the Contractor shall complete all
outstanding work quickly and efficiently and, once finished, clear the Site.

23. Defects

23.1 The Engineer may notify the Contractor of any defects or non-compliances in the Works or other incomplete work
within the period stated in the Contract Data, calculated from the date stated on the Taking Over Notice (the Defects
Notification Period).

23.2 The Contractor shall be liable to remedy all defects, non-compliances or incomplete work notified to it by the
Principal and/or the Engineer during the Defects Notification Period to the extent that such defects, non-compliances
or incomplete arise from the Contractor’s Design, materials, plant or workmanship not being in accordance with the
Contract or otherwise a breach of the Contractor’s obligations in Clause 12.. In the event that the defect or non-
compliance is due to the Principal’s Design or breach of Contract, the Contractor shall not be responsible for the costs
of remedying the Works, but shall still be required to remedy or complete the work as a variation, valued in
accordance with Clause 24..

23.3 The Contractor shall proceed to carry out all repair work quickly and efficiently at no cost to the Principal within a
reasonable time after being notified.

23.4 If the Contractor fails to remedy the defects, non-compliances or incomplete work to the required standard in a
reasonable time, the Principal shall be entitled to instruct a third-party contractor to perform the work in substitution
for the Contractor.

23.5 The Contractor shall be liable for the costs of the third-party substitute contractor, and the Principal may recover such
amounts as a debt due and payable or as a deduction from any other monies due to the Contractor under the Contract.

24. Variations

24.1 The Principal and/or Engineer shall be entitled to instruct variations to the Works.

24.2 Variations are to be valued as follows:

(a) at an agreed lump sum price;

(b) by using applicable rates included in the Contract; or

(c) where there are no applicable rates in the Contract, at new rates agreed between the Parties or as the Principal
considers appropriate.
25. Claims

25.1 Notwithstanding any other provision of the Contract, if the Contractor intends to claim any additional payment
pursuant to any Clause of the Contract or otherwise, he shall give notice of his intention to the Principal's
Representative and/or Engineer, with a copy to the Principal, within 28 days after the event giving rise to the claim
has first arisen. The Principal shall check, and if any payment is due, agree the value with the Contractor if possible.
In the absence of agreement, the Engineer shall determine the value in accordance with Sub-Clause 11.4.

25.2 Subject to Clause 18. and Sub-Clause 25.1, the Contractor shall be entitled to bring a claim for additional payment
where it incurs any cost as a result of the Principal’s Risks in Clause 17.. To the extent that the Works require
modification due to the occurrence of any of the Principal’s Risks, the costs of such modification are to be valued in
accordance with Sub-Clause 24.2.

26. Payment

26.1 The Principal shall pay the Contract Price to the Contractor in accordance with the method selected in the Contract
Data, provided always, that the Principal shall not be obliged to make any payments to the Contractor unless and until
the Contractor delivers a valid and enforceable performance bond in accordance with Sub-Clause 15.1 (if applicable).
If no method is selected in the Contract Data, the Contractor shall be paid by milestone payments.

Milestone payments

26.2 Where the Contract Data records that the Contractor shall be paid by milestone payments, such payments are to be
made in accordance with the milestone payment schedule set out in Annex H to this Contract.

26.3 When the Contractor considers that a milestone has been completed, it shall give written notice to that effect to the
Engineer, together with such evidence that the Engineer may reasonably require to demonstrate that the milestone has
been completed and a statement showing the amounts to which the Contractor considers itself entitled.

26.4 Within the timeframe stated in the Contract Data of the Engineer receiving the notice, evidence and statement
referred to in Sub-Clause 26.3, the Engineer will inspect the part of the Works that are the subject of the relevant
milestone and shall notify the Contractor in writing either:

(a) that the milestone has been completed, in which case the Engineer shall issue a milestone completion
certificate; or

(b) that the milestone has not been completed, in which case the Engineer shall give written particulars of the
work which remains outstanding in order for the milestone to be completed and a milestone completion
certificate issued.

26.5 Simultaneously upon issuing a milestone completion certificate under Sub-Clause 26.4(a), the Engineer shall provide
written confirmation to the Principal of the sum, as the Engineer may fairly determine, that is due to the Contractor,
with reasons for any reduction.

26.6 Subject to Sub-Clause 27.1, following delivery of each statement, including the final account under Sub-Clause
26.11, the Principal shall pay to the Contractor the amount determined by the Engineer, within the timeframe stated in
the Contract Data.

Monthly progress payments

26.7 Where the Contract Data records that the Contractor shall be paid by monthly progress payments, the Contractor shall
be entitled to be paid at monthly intervals:

(a) the value of the Works executed; and

 (b) the value of the materials and plant which have been incorporated into the Works within that given period

subject to any additions or deductions which may be due.

26.8 The Contractor shall submit each month to the Engineer a statement showing the amounts to which he considers
himself entitled.

26.9 Within the timeframe stated in the Contract Data, the Engineer shall provide written confirmation to the Principal that
such Works have been executed in accordance with this Contract and that the Contractor is entitled to such amounts,
or such other sum as the Engineer may fairly determine is due to the Contractor, with reasons for any reduction.

26.10 Subject to Sub-Clause 27.1, following delivery of each statement, including the final account under Sub-Clause
26.11, the Principal shall pay to the Contractor the amount determined by the Engineer, within the timeframe stated in
the Contract Data.

Final account

26.11 Within the timeframe stated in the Contract Data, the Contractor shall submit a final account to the Principal together
with any documentation reasonably required to enable the Principal to ascertain the final contract value.

27. Payment Retentions

27.1 The Principal shall be entitled to withhold the percentage stated in the Contract Data from each of the payments made
to the Contractor.

27.2 Subject to any rights the Principal might have to call on the payment retentions in accordance with the Contract, the
Contractor shall be entitled to the return of payment retentions within 10 days from the expiry of the Defects
Notification Period provided that, where the Contractor is obliged to remedy any defects in accordance with Clause
23., the payment retentions shall only be released after the completion of any such defective, non-compliant or
outstanding work to the Engineer’s reasonable satisfaction.

28. Contractor Account Details

28.1 Payments will be made by cheque or electronic wire transfer to the Contractor’s bank account details as set out in the
Contract Data. The Contractor warrants that the bank account details provided are correct and the Principal is entitled
to rely on the same for making all payments in connection with the Contract. The Principal shall not be liable for any
missing payments that were made in accordance with this Sub-Clause 28.1.

29. Currency

29.1 All payments made pursuant to this Contract shall be made in the currency stated in the Contract Data unless
expressly agreed otherwise between the Parties in writing.

30. Sufficiency of Contract Price

30.1 The Contractor shall be deemed to have, and represents and warrants to the Principal that it has, satisfied itself as to
the correctness and sufficiency of the Contract Price as stated in the Agreement.

30.2 Unless otherwise stated, the Contract Price covers all of the Contractor's obligations under the Contract, including all
applicable taxes and duties, and all things necessary for the proper execution and completion of the Works and the
remedying of any defects.

30.3 The Contractor shall further be deemed to have satisfied itself as to the correctness and sufficiency of all matters
referred to in the Annexes, and to have obtained all reasonably necessary information as to risks, contingencies and
 all other circumstances which may influence or affect the execution of the Works, to enable it to plan and programme
the Works so as not to delay the Time for Completion.

30.4 No failure on the part of the Contractor to discover or foresee any such condition, risk, contingency or circumstance
(whether or not the same ought reasonably to have been discovered or foreseen) shall entitle the Contractor to an
addition to the Contract Price, reimbursement of loss and/or expense or an extension of time.

31. Confidentiality

31.1 The Contractor shall treat the contents of this Contract, all related documents and information received in connection
with the Contract as private and confidential. It will not, except as necessary to execute the Contract or as required by
Law, publish or disclose any particulars of the Contract without the prior written consent of the Principal. If any
disagreement arises concerning disclosure of any details concerning the Contract, the Principal’s decision shall be
final.

32. Indemnity

32.1 The Contractor shall fully and effectively indemnify on demand and hold harmless the Principal (including, without
limitation, its personnel, officials, representatives and agents) against all claims, losses, fees, expenses, liabilities,
costs, actions, demands or damage which it may incur as a result of or in connection with:

(a) any acts, omissions, negligence, wilful misconduct or fraud of the Contractor or the Contractor’s employees,
representatives, consultants, agents, volunteers, sub-contractors, partners and suppliers in their performance
of the Contract;

(b) any breach by the Contractor of applicable Laws in its performance of the Contract;

(c) the personal injury or death of any person arising as a result of any negligent or reckless errors, acts or
omissions of the Contractor (including without limitation its personnel, sub-contractors, officials,
representatives and/or agents);

(d) any breach of the Principal’s Policies set out and referred to in Clause 34.;

(e) any unforeseen cost or expense that falls upon the Principal by operation of the Laws, that would otherwise
have properly rested with the Contractor as part of the Contract Price; and

(f) any breach of the Contractor’s obligation to procure the necessary intellectual property rights for the
Principal’s benefit pursuant to Sub-Clause 37.3.

33. Insurance

33.1 Unless otherwise agreed by the Parties in writing, the Contractor shall effect and maintain the Required Insurances in
the joint names of the Parties, as may be required by the Laws, and as otherwise specified in the Contract Data.

33.2 The Principal shall have the right to approve the insurer and terms of the Required Insurances, and also require the
Contractor to provide evidence that the relevant policies are in force and that premiums have been duly paid.

34. Compliance with the Principal’s Policies

34.1 For the purposes of this Clause 34., the Contractor’s Third Parties shall mean the Contractor’s employees,
representatives, consultants, agents, volunteers, sub-contractors, partners and suppliers.
34.2 The Contractor acknowledges that both it and the Contractor’s Third Parties recognise the Principal as the world’s
leading independent organisation for children, acting globally to save children’s lives, fight for their rights and help
them to fulfil their potential.

34.3 It is an essential term of this Contract that the Contractor ensures that both it and the Contractor’s Third Parties
strictly comply with the principles of the Principal’s Policies as referred to in this Clause 34.. The Contractor shall
also actively promote, offer awareness to, and understanding of, the Principal’s Policies to the Contractor’s Third
Parties. If the Principal, in its sole discretion, considers that the Contractor or any of the Contractor’s Third Parties
has breached the spirit of the Principal’s Policies, including the principles thereof, the Principal shall be entitled to
immediately terminate the Contract and proceed in accordance with Sub-Clause 37.1(a).

34.4 The following policies form an integral part of this Contract:

(a) Child Safeguarding Policy (Annex D);

(b) Human Trafficking and Modern Slavery Policy (Annex E); and

(c) Fraud, Bribery and corruption Policy (Annex F).

34.5 Human Rights – the Contractor shall have respect for others and basic rights of all humans regardless of gender,
disability, ethnicity, religion, caste, language, HIV status and/or other aspects of identity. The Contractor shall ensure
that both it and the Contractor’s Third Parties act in a manner to protect children and create a safe environment to
keep them from harm and shall report any incident or concern relating to the Principal’s Policies, bringing to the
attention of the Principal or the Principal’s Representative any potential incident, abuse or concern witnessed or
thought to have occurred.

34.6 Terrorism and Prohibited Parties - the Contractor warrants that it has not engaged, and shall ensure that neither it nor
the Contractor’s Third Parties shall engage, in any financial transaction or other dealing with a Prohibited Party in
connection with this Contract.

34.7 The Contractor shall ensure that both it and the Contractor’s Third Parties provide to the Principal for vetting
purposes the names and dates of birth of key persons associated with the Works as well as the names of any groups or
individuals (with dates of birth if possible) who are due to receive funds from the Principal as part of the Works.

34.8 The Contractor shall ensure that both it and the Contractor’s Third Parties inform the Principal or the Principal’s
Representative immediately if, during the course of this Contract, the Contractor or the Contractor’s Third Parties
become aware of any link whatsoever between themselves, the Contractor or any Contractor Third Party and any
organisation or individual who may be perceived to be linked in any way to terrorism or who appears on any
sanctions list, including but not limited to any detected, suspected or attempted:

(a) financial transaction or other dealing with a Prohibited Party or a terrorist group; or

(b) diversion of assets, funds or resources associated with the Works to a Prohibited Party or a terrorist group.

34.9 Ethical Standards - the Contractor shall ensure that both it and the Contractor’s Third Parties abide by the IAPG
Code of Conduct at Annex G and the Principal’s Policies concerning, without limitation, ethical standards based on
the Principal’s core values of accountability, ambition, collaboration, creativity and integrity.

34.10 Site Safety – the Contractor shall ensure that both it and the Contractor’s Third Parties at all times take all steps
reasonably necessary to maintain the health and safety of those performing services on the Site in connection with the
Works. The Contractor shall ensure that it maintains First Aid equipment on Site in-line with the local medical
standards of the Country. The Contractor shall appoint a designated person to act as an accident prevention officer at
the Site and agrees to ensure that such person proactively maintains safety and seeks to prevent accidents wherever
possible.
34.11 Whistleblowing – the Principal shall hear, respect and act appropriately upon any reports by the Contractor, the
Contractor’s Third Parties or other staff and/or other third parties of serious malpractice by the Principal (including
any suspicion of fraud) or for which the Principal is responsible.

34.12 The Contractor shall ensure that the Contractor’s Third Parties or any other person associated with the Works who is
performing services or providing goods in connection with this Contract does so only on the basis of a written
contract which imposes on and secures from such person terms equivalent to those imposed on the Contractor in Sub-
Clauses 34.1 to 34.12. The Contractor shall be responsible for the observance and performance by such persons of,
and shall be directly liable to the Principal for any breach by such persons of, any of these terms.

35. Independent Contractor

35.1 The Contractor agrees that it is an independent Contractor in respect of its obligations under this Contract, and that
neither it nor any of its employees, representatives, consultants, agents, volunteers, sub-contractors, partners and
suppliers engaged in the performance of the Works or in complying with this Contract are employees or agents of the
Principal.

36. Default and Termination

36.1 Where the Contractor breaches the Principal’s Policies, the Principal may terminate the Contract immediately in
accordance with Sub-Clause 34.3. Except as expressly stated otherwise, in all other cases, the following provisions
shall apply.

36.2 The Principal shall be entitled to issue a default notice to the Contractor (Contractor Default Notice), where the
Contractor:

(a) abandons the Works;

(b) fails to comply with its obligations under Clause 33.;

(c) refuses or fails to comply with an instruction from the Principal or the Principal’s Representative; and

(d) fails to progress the Works to the Principal’s reasonable satisfaction.

36.3 In the event the Contractor fails to remedy the subject default of the Contractor Default Notice within 10 days after
receipt of the same, the Principal shall be entitled to (a) issue a further notice giving the Contractor an additional 20
days from the date of the further notice to remedy the default; or (b) terminate the Contract.

36.4 In the event the Contractor fails to remedy the default and the Principal terminates the Contract, the Contractor shall
demobilise from Site ensuring that the Site is safe and secure and leaving behind all materials, plant and any other
item the Principal reasonably advises.

36.5 The Contractor shall be entitled to issue a default notice to the Principal (Principal Default Notice), where the
Principal:

(a) fails to make a payment properly due to the Contractor in accordance with Clause 26.; or

(b) is otherwise in material breach of the Contract.

36.6 In the event the Principal fails to remedy the subject default of the Principal Default Notice within 10 days after
receipt of the same, the Contractor shall be entitled to suspend performance of the Works.

36.7 If, after 28 days from the Principal’s receipt of the Principal Default Notice, the Principal has not remedied the
breach, the Contractor may (a) issue a further notice giving the Principal an additional 15 days from the date of the
further notice to remedy the default; or (b) terminate the Contract.
36.8 In the event the Principal fails to remedy the default and the Contractor terminates the Contract, the Contractor shall
demobilise from Site, leaving behind all materials, plant and any other item the Principal reasonably advises.

37. Payments on Termination

37.1 Where the Contract is terminated due to:

(a) Contractor Default pursuant to Sub-Clause 36.1 or 36.3 – the Principal shall pay to the Contractor the value
of Works (including for materials and plant) executed up to the date of notice of termination, which have not
yet been paid for, plus: (i) any amounts for approved unpaid variations that have been executed by the date of
notice of termination and (ii) any amounts the Contractor is entitled to for claims against the Principal; less:
(i) the additional costs incurred by the Principal of having a third party contractor complete the Works and
(ii) any costs incurred by the Principal as a result of the Contractor’s breach of Contract; or

(b) Principal Default pursuant to Sub-Clause 36.7 – the Principal shall pay to the Contractor the value of Works
(including for materials and plant) executed up to the date of notice of termination, which have not yet been
paid for, plus: (i) any amounts for approved unpaid variations that have been executed by the date of notice of
termination, and (ii) any amounts the Contractor is entitled to for claims against the Principal.

37.2 The net balance due shall be paid or repaid within 28 days of the notice of termination.

37.3 Where the Principal terminates the Contract under Sub-Clauses 21.2, 34.3, 36.1, 36.3 or 38.1, the Contractor shall
also hand over all designs, drawings and any other documentation in relation to the Works in the Contractor’s
possession or control, whether in hard copy or electronic format. Where any such documentation has been prepared
by a third party on behalf of the Contractor, the Contractor shall procure all necessary intellectual property rights in
favour of the Principal to enable the lawful transfer to the Principal.

38. Insolvency

38.1 In the event that either Party is declared insolvent under any applicable laws, the other Party may immediately serve a
notice on the insolvent Party terminating the Contract and then proceed in accordance with Sub-Clause 37.1(a) where
the Contractor becomes insolvent, or Sub-Clause 37.1(b) where the Principal becomes insolvent. Where the
Contractor becomes insolvent, it shall demobilise from Site immediately, leaving behind all materials, plant and any
other item the Principal reasonably advises.

39. Force Majeure

39.1 If either Party considers that a Force Majeure Event has occurred which may affect the performance of its obligations
under this Contract, it shall notify the other Party as soon as possible and in any event within 10 days after it should
reasonably have become aware of the commencement of such circumstances (a Force Majeure Notice). Such Force
Majeure Notice shall include full and detailed particulars of such circumstances and their effect.

39.2 Upon the issue of a Force Majeure Notice and with the other Party’s consent, which shall not be unreasonably
withheld, the issuing Party shall be excused from performing its obligations under the Contract for the duration of the
Force Majeure Event. If the Force Majeure Event continues for a period of 70 days, either Party may terminate the
Contract by giving notice to the other Party, with the termination becoming effective after 5 days.

39.3 Following termination of the Contract (pursuant to this clause), the Principal shall pay to the Contractor the value of
Works (including for materials and plant) executed up to the date of termination, which have not yet been paid for,
plus: (i) any amounts for approved unpaid variations, and (ii) any amounts the Contractor is entitled to for claims
against the Principal.
40. Dispute Resolution

40.1 In the event of any dispute or difference arising out of or in connection with the Contract, including any valuation or
other decision of the Principal (a Dispute), the Dispute shall first be referred by notice in writing to the non-referring
Party’s representative (Dispute Notice).

40.2 Following service of any Dispute Notice, the Principal’s Representative and the Contractor’s Representative shall
meet as soon as reasonably practicable and use their best endeavours, acting in good faith, to amicably resolve the
Dispute.

40.3 Without prejudice to either Party’s right to give notice at any time to the other Party of his intention to refer a dispute
to Adjudication, if the Parties’ representatives are unable to resolve the Dispute within 30 days from the date of the
Dispute Notice, either Party may refer the dispute to an adjudicator (the Adjudicator) under the procedure set out in
Annex J (an Adjudication). The Adjudicator shall act impartially as an independent expert and not as an arbitrator.
The Adjudicator shall perform its duties and reach a decision in accordance with the terms of this Agreement and the
Laws.

40.4 The Adjudicator’s decision shall be final and binding unless and until the Dispute is finally determined by arbitration
pursuant to Clause 40.6 (or is resolved by agreement) and both Parties shall give effect forthwith to the Adjudicator’s
decision unless and until the decision is revised in arbitration or resolved by agreement.

40.5 If either Party is dissatisfied with the decision of the Adjudicator then either Party may within 30 days after receiving
notice of such decision, notify the other Party that the Dispute is to be referred to arbitration. If no such notice of
arbitration has been served by either Party within such period, the Adjudicator’s decision shall be final and binding
on the Parties.

40.6 Where a dispute shall be referred to and finally resolved by arbitration, unless otherwise agreed by both Parties:

(a) the dispute shall be finally settled under the UN Commission on International Trade Law Rules 2013 (the
Rules);

(b) the appointing authority shall be the Secretary-General of the Permanent Court of Arbitration;

(c) the dispute shall be settled by a single arbitrator appointed in accordance with the Rules; and

(d) the seat of the arbitration shall be London, England and the language of the arbitration shall be English.

40.7 Unless this Contract has already been terminated the Parties shall continue to perform their obligations under this
Contract regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution
pursuant to this Clause 40..

41. Assignment

41.1 The Principal may, in its absolute discretion, assign or novate this Contract in whole or in part or its rights or
obligations deriving from this Contract. The Contractor shall not be entitled to assign, novate or make any other
disposition of this Contract except with the prior written consent of the Principal.

42. Officials not to Benefit

42.1 The Contractor represents and warrants that in addition to the Contractor’s and the Contractor’s Third Parties’
obligations in Clause 34., none of its employees, representatives, consultants, agents, volunteers, sub-contractors,
partners or suppliers, including local government authorities and other government and non-government staff, have
received from the Contractor or will ever receive from the Contractor, any direct or indirect benefit arising from this
Contract or the award thereof. The Contractor further agrees that breach of this provision is a breach of an essential
 term of this Contract and that if the Contractor or any Contractor’s Third Party breaches this provision, the Principal
may immediately terminate the Contract and proceed in accordance with Sub-Clause 37.1(a).

43. Interpretation and Copies

43.1 This Contract is made in two identical copies in English and two identical copies in the language of the Country.
Each Party shall receive one copy of each version. Where a dispute arises in relation to the Contract, the English
version shall take prior
Child Safeguarding Policy

Our values and principles

Child abuse is when anyone under 18 years of age is being harmed or isn't being looked after properly. The abuse can be
physical, sexual, emotional or neglect. The abuse and exploitation of children happens in all countries and societies across the
world. Child abuse is never acceptable.

It is expected that all who work with Save the Children are committed to safeguard children whom they are in contact with.

What we do

Save the Children is committed to safeguard children through the following means:

Awareness: Ensuring that all staff and those who work with Save the Children are aware of the problem of child abuse and
the risks to children.

Prevention: Ensuring, through awareness and good practice, that staff and those who work with Save the Children minimise
the risks to children.

Reporting: Ensuring that you are clear on what steps to take where concerns arise regarding the safety of children.

Responding: Ensuring that action is taken to support and protect children where concerns arise regarding possible abuse.

To help you clarify our safeguarding approach, we list here examples of behaviour which is prohibited. These include but are
not limited to:

1. Hitting or otherwise physically assaulting or physically abusing children.

2. Engaging in sexual activity or having a sexual relationship with anyone under the age of 18 years regardless of the age of
majority/consent or custom locally. Mistaken belief in the age of a child is not a defence.

3. Developing relationships with children which could in any way be deemed exploitative or abusive.

4. Acting in ways that may be abusive in any way or may place a child at risk of abuse.

5. Using language, making suggestions or offering advice which is inappropriate, offensive or abusive.

6. Behaving physically in a manner which is inappropriate or sexually provocative.

7. Sleeping in the same bed or same room as a child, or having a child/children with whom one is working to stay overnight
at a home unsupervised.

8. Doing things for children of a personal nature that they can do themselves.

9. Condoning, or participating in, behaviour of children which is illegal, unsafe or abusive.

10. Acting in ways intended to shame, humiliate, belittle or degrade children, or otherwise perpetrate any form of emotional
abuse.

11. Discriminating against, showing unfair differential treatment or favour to particular children to the exclusion of others.
12. Spending excessive time alone with children away from others.

13. Placing oneself in a position where one is made vulnerable to allegations of misconduct.

In order that the above standards of reporting and responding are met, this is what is expected of you:

If you are worried that a child or young person is being abused or neglected, (such as in points 1, 2, 3, 4, 6, 8, 9 and 10 above
for example) or you are concerned about the inappropriate behaviour of an employee, or someone working with Save the
Children, towards a child or young person, then you are obliged to:

 act quickly and get help

 support and respect the child

 where possible, ensure that the child is safe

 contact your Save the Children contact point (or their manager if necessary) with your concerns immediately

 keep any information confidential to you and the person you report this to.

If you want to know more about the Child Safeguarding Policy then please contact your Save the Children contact point.
Annex E
Human Trafficking and Modern Slavery Policy

Our values and principles

Save the Children does not allow any partner, supplier, sub-contractor, agent or any individual engaged by Save the Children
to engage in human trafficking or modern slavery.
This policy applies to all persons working for us or on our behalf in any capacity, including employees at all levels, directors,
officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party
representatives and business partners.
What is human trafficking and modern slavery?
The Modern Slavery Act (MSA) 2015 covers four activities:
Slavery Exercising powers of ownership over a person
Servitude The obligation to provide services is imposed by the use of coercion
Forced or Work or services are exacted from a person under the menace of any
compulsory labour penalty and for which the person has not offered themselves voluntarily
Human trafficking Arranging or facilitating the travel of another person with a view to
their exploitation

Modern slavery, including human trafficking, is a crime and a violation of fundamental human rights. It takes various forms,
such as slavery, servitude, forced and compulsory labour and human trafficking, all of which have in common the deprivation
of a person's liberty by another in order to exploit them for personal or commercial gain. We have a zero-tolerance approach
to modern slavery and we are committed to acting ethically and with integrity in all our business dealings and relationships
and to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in
our own business or in any of our supply chains.

We are also committed to ensuring there is transparency in our own business and in our approach to tackling modern slavery
throughout our supply chains, consistent with our national and international disclosure obligations, and shall comply with all
applicable laws, statutes, regulations and codes from time to time in force, including:

 UK Modern Slavery Act 2015 (see above);

 US Trafficking Victims Protection Act 2000;
 USAID ADS 303 Mandatory Standard Provision, Trafficking in Persons (July 2015); and
 International Labour Standards on Child Labour and Forced Labour.

Our approach to preventing human trafficking and modern slavery

Save the Children is committed to preventing human trafficking and modern slavery, including through the following means:
Awareness: Ensuring that all staff and those who work with Save the Children are aware of the problem of human trafficking
and modern slavery.
Prevention: Ensuring, through awareness and good practice, that staff and those who work with Save the Children minimise
the risks of human trafficking and modern slavery.
Reporting: Ensuring that all staff and those who work with Save the Children are clear on what steps to take where concerns
arise regarding allegations of human trafficking and modern slavery.
Responding: Ensuring that action is taken to identify and address cases of human trafficking and modern slavery.
To help you identify cases of human trafficking and modern slavery, the following are examples of prohibited categories of
behaviour:
a. 'chattel slavery', in which one person owns another person.

b. ‘Bonded labour’ or ‘debt bondage’, which is when a person's work is the security for a debt – effectively the person
is on 'a long lease' which they cannot bring to an end, and so cannot leave their 'employer'. Often the conditions of
employment can be such that the labourer can't pay off their debt and is stuck for life, because of low wages,
deductions for food and lodging, and high interest rates.

c. ‘Serfdom’, which is when a person has to live and work for another on the other's land.
 d. Other forms of forced labour , such as when passports are confiscated (sometimes by unscrupulous recruitment
agencies) from migrant workers to keep them in bondage, or when a worker is 'kept in captivity' as a domestic
servant. If a supplier or contractor appears to impose excessively harsh working conditions, or excessively poor
wages, then you should always be alive to the possibility that a form of forced labour is occurring, and take care with
your due diligence.

e. ‘Child slavery’, which is the transfer of a young person (under 18) to another person so that the young person can be
exploited. Child labour may, in fact, be a form of child slavery, and should not be tolerated. See the Save the
Children Child Safeguarding Policy for further details.

f. ‘Marital and sexual slavery’, including forced marriage, the purchase of women for marriage, forced prostitution, or
other sexual exploitation of individuals through the use or threat of force or other penalty.

The commitment we expect from commercial partners

We expect the same high standards from all of our contractors, suppliers and other business partners, and as part of our
contracting processes, we may include specific prohibitions against the use of forced, compulsory or trafficked labour, or
anyone held in slavery or servitude, whether adults or children, and we expect that our suppliers will hold their own suppliers
to the same high standards.

Please contact your Save the Children representative if you have further questions.
Annex F
Fraud, Bribery and Corruption Policy

Our values and principles

Save the Children has a “zero tolerance” policy towards fraud, bribery and corrupt practices (see definitions below).

All Save the Children employees, partners and vendors have a duty to protect the assets of Save the Children and to comply
with relevant laws (including the UK Bribery Act 2010). Save the Children does not allow any partner, supplier, sub-
contractor, agent or any individual engaged by Save the Children to behave in a dishonest manner while carrying out Save the
Children’s work.

What we do

Save the Children is committed to preventing acts of fraud, bribery and corruption through the following means:

Awareness: Ensuring that all staff and those who work with Save the Children are aware of the problem of fraud, bribery and
corruption.

Prevention: Ensuring, through awareness and good practice, that staff and those who work with Save the Children minimise
the risks of fraud, bribery and corruption.

Reporting: Ensuring that all staff and those who work with Save the Children are clear on what steps to take where concerns
arise regarding allegations of fraud, bribery and corruption.

Responding: Ensuring that action is taken to support and protect assets and identifying cases of fraud, bribery and corruption.

To help you identify cases of fraud, bribery and corruption, some examples have been set out below, however this list is not
exhaustive. If in doubt, contact your Save the Children representative or email [email protected]:

a) Paying or Offering a Bribe – where a person improperly offers, gives or promises any form of material benefit or other
advantage, whether in cash or in kind, to another in order to influence their conduct in any way.

b) Receiving or Requesting a Bribe – where a person improperly requests, agrees to receive or accepts any form of
material benefit or other advantage, whether in cash or in kind, which influences or is designed to influence the individual’s
conduct in any way.

c) Receiving or Paying a so-called ‘Grease’ or ‘Facilitation’ payment – where a person improperly receives something of
value from another party for performing a service or other action that they were required by their employment to do
anyway.

d) Nepotism or Patronage – where a person improperly uses their employment to favour or materially benefit friends,
relatives or other associates in some way. For example, through the awarding of contracts or other material advantages.

e) Embezzlement - where a person improperly uses funds, property, resources or other assets that belong to an organisation
or individual.

f) Receiving a so-called ‘Kickback’ Payment – where a person improperly receives a share of funds, a commission,
material benefit or other advantage from a supplier as a result of their involvement in a corrupt bid or tender process.

g) Collusion – where a person improperly colludes with others to circumvent, undermine or otherwise ignore rules,
policies or guidance.
 h) Abuse of a Position of Trust – where a person improperly uses their position within their organisation to materially
benefit themselves or any other party.

i) Conflict of interest - where an individual knowingly has an undisclosed business interest in an entity involved in a
commercial relationship with Save the Children.

j) Procurement fraud - where an individual engages in any dishonest behaviour relating to procurement or tendering
process, e.g. falsely created bids or quotes.

k) Supply chain fraud - where an individual misdirects or steals goods, forges stock records, or creates fictitious companies
through which to channel payments.

In order that the above standards of reporting and responding are met, this is what is expected of you:

You have a duty to protect the assets of Save the Children from any form of dishonest behaviour. Furthermore, you must
immediately report any suspicion of fraud, bribery or corruption to Save the Children. Failure to report will be treated as
serious and may result in termination of any agreement with Save the Children.

You are obliged to:-

 act quickly and get help through the channels mentioned below

 encourage your own staff to report on fraud, bribery and corruption

 contact a member of the Save the Children senior management team, (which includes the Country Director) and/or
the Save the Children Head of Fraud Management at [email protected] with the concerns immediately

 keep any information confidential between you and the person you report this to.

Attempted fraud, bribery and corruption is as serious as the actual acts and will be treated in the same way under this policy.

If you want to know more about the Fraud, Bribery and Corruption Policy then please contact your Save the Children
representative.
Annex G
IAPG Code of Conduct

PART 6: CODE OF CONDUCT FOR IAPG AGENCIES AND SUPPLIERS

Suppliers and manufacturers to Non-Governmental Organisations (NGO’s) should be aware of the Code of Conduct
initiatives that the Inter-Agency Procurement Group (IAPG) support. This information is to advise you, our suppliers, of the
Corporate Social Responsibility (CSR) element in our supplier relationships.

 Goods and services purchased are produced and developed under conditions that do not involve the abuse or
exploitation of any persons.
 Goods produced and delivered by organisations subscribe to no exploitation of children
 Goods produced and manufactured have the least impact on the environment

Code of Conduct for Suppliers:

Goods and services are produced and delivered under conditions where:

 Employment is freely chosen

 The rights of staff to freedom of association and collective bargaining are respected.
 Living wages are paid
 There is no exploitation of children
 Working conditions are safe and hygienic
 Working hours are not excessive
 No discrimination is practised
 Regular employment is provided
 No harsh or inhumane treatment of staff is allowed.

Environmental Standards:

Suppliers should as a minimum comply with all statutory and other legal requirements relating to environmental impacts of
their business. Areas to be considered are:

 Waste Management
 Packaging and Paper
 Conservation
 Energy Use
 Sustainability

Business Behaviour:

IAPG members will seek alternative sources where the conduct of suppliers demonstrably violates anyone’s basic human
rights, and there is no willingness to address the situation within a reasonable timeframe.

IAPG members will seek alternative sources where companies in the supply chain are involved in the manufacture of arms or
the sale of arms to governments which systematically violate the human rights of their citizens.

Qualifications to the statement

Where speed of deployment is essential in saving lives, IAPG members will purchase necessary goods and services from the
most appropriate available source.

Disclaimer
This Code of Conduct does not supersede IAPG Members’ individual Codes of Conduct. Suppliers are recommended to
check the Agencies’ own websites.
Annex H
Milestone Payment Schedule

S/N Milestone description Percentage (%) of

Contract Price
1. 40% of the contract sum upon signing of the contract
and start of construction activities 1,663.154
2. 50% upon completion of 60 percent of total work and
confirmed by Save the Children Engineer.
2,078.942
3. 10% of the contract this will be released at the end of
the retention period up on the final report produced
by Save the Children engineer 415.788
Total amount 415.79 4,157.884
Annex I
Annex J

Procedure for Adjudication

Reference of a Dispute to Adjudication

1. Either Party may, at any time, give notice (the Adjudication Notice) to the other Party of its
intention to refer a Dispute to Adjudication. The Adjudication Notice shall set out:
(a) the nature and a brief description of the Dispute;

(b) the names and addresses of the Parties involved; and

(c) the nature of the relief sought.

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Appointment of the Adjudicator

2. The Adjudicator shall be selected by agreement between the Parties within three (3) days of
service of the Adjudication Notice. If no agreement is reached within such time the Party referring the
Dispute to Adjudication shall apply to the Engineer who, acting independently, shall select an
Adjudicator pursuant to his duties under Clause 11.4. When requesting the selection of an Adjudicator the
referring Party shall supply a copy of the Adjudication Notice to the Engineer, who shall have regard to
the nature of the Dispute which is referred for Adjudication when selecting the Adjudicator who shall be
professionally qualified in the field in which the Dispute arises, and shall endeavour to select the
Adjudicator within four (4) days of receiving the application. If the selected Adjudicator is unwilling or
unable to accept the appointment, another Adjudicator shall be agreed upon by the Parties or selected by
the Engineer in accordance with the procedure set out above (and so on until an Adjudicator is
appointed).

3. Unless both Parties agree, no person shall be appointed as an Adjudicator if such a person at the
time of appointment is (or within 3 years before such appointment has been) a director, office holder or an
employee of, or is or has been (within such time) personally engaged in providing services or as a
consultant to either Party or any Associated Company of either Party or is the holder of shares in either
Party or any Associated Company of either Party (unless it is a company quoted on a recognised stock
exchange and such shareholding is less than 1 percent of the issued share capital of any class). The
Adjudicator shall be under a continuing duty to disclose in writing to each Party any such circumstances
which may arise during the currency of the Adjudicator’s appointment or any other fact or circumstance
which might call into question his impartiality or independence. If both Parties agree, or if on application
by either Party to the adjudication nominating body named in paragraph 2 and that body so decides, the
Adjudicator shall forthwith resign. A replacement Adjudicator shall be appointed in accordance with
paragraph 2.

Procedure for the Adjudication

4. As soon as possible following agreement upon, or receipt of notification of, the selection of the
Adjudicator and, wherever possible, having regard to the date of appointment of the Adjudicator, within 7
days of the date of service of the Adjudication Notice, the Party referring the Dispute to Adjudication
shall send a copy of the Adjudication Notice and its written statement of case to the Adjudicator
accompanied by copies of any documents upon which the Party wishes to rely and, at the same time, shall
send a copy of all such materials to the other Party.

5. The other Party shall have the right to submit a written response within 10 days of receipt of the
documents referred to in paragraph 4, together with copies of any documents upon which he wishes to
rely, to the Adjudicator, and shall, at the same time, send a copy of all such materials to the referring
Party.
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6. The Adjudicator shall have full power to take the initiative in ascertaining the facts and the law.
In particular, the Adjudicator shall have power to:
(a) request clarification or additional information from either or both of the Parties;

(b) make such site visits and inspections as he considers appropriate;

(c) convene meetings upon reasonable notice to the Parties at which both Parties shall be entitled to
be present;

(d) appoint his own advisers to advise on matters of legal interpretation or expertise outside his own
area of expertise on which the Parties are not agreed;

(e) open up, review and revise any decision, approval, recommendation or determination made,
notice or certificate given by the Principal and/or the Engineer; and

(f) make use of his own specialist knowledge.

Without prejudice to such powers a meeting shall be held at the request of either Party to give both Parties
the opportunity to make oral submissions.

7. If either Party fails to submit any written statement or respond to any request for clarification or
information or fail to attend any meetings convened by the Adjudicator, the Adjudicator shall proceed
with the Adjudication on the basis of the information supplied by the other Party. Any communications
passing between a Party and the Adjudicator shall be copied to the other Party.

The Adjudicator’s decision

8. The Adjudicator shall reach his decision within 28 days of receipt by him of the Adjudication
Notice or such longer period as is agreed by both Parties after the Dispute has been referred to the
Adjudicator. The Adjudicator may extend the period of 28 days by up to 14 days with the consent of the
Party by whom the Dispute was referred. If the Adjudicator fails to reach a decision within the applicable
time-frame his appointment shall cease and a replacement Adjudicator shall be appointed in accordance
with paragraph 2 above. The Adjudicator’s decision shall be in writing and shall set out the reasons for
his decision.

Costs

9. Each Party shall bear its own costs in relation to any reference of a Dispute to Adjudication. The
Adjudicator’s fees and the costs of any reference to the Adjudicator shall be borne as the Adjudicator
shall specify, or in default, each Party shall bear half of the Adjudicator’s fees and associated costs of the

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reference to the Adjudicator and the Parties shall be jointly and severally liable for the Adjudicator’s fees
and such associated costs.

Immunity of the Adjudicator

10. The Parties agree that the Adjudicator shall not be liable for anything done or omitted in the
discharge or purported discharge of his functions as Adjudicator unless the act or omission is in bad faith,
and any employee or agent of the Adjudicator shall be similarly protected from liability.

Involvement in arbitration proceedings

11. The Parties agree that the Adjudicator shall not be called as a witness to give evidence concerning
any Dispute in respect of which he was appointed Adjudicator in any arbitration proceedings
pursuant to the Agreement.

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